MNST 10-K & 10-Q changes, risk factors and insider trading

In addition to the other information in this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the consolidated financial statements and related notes, you should carefully consider the following risks. If any of the following risks actually occur or continue to occur, our business, reputation, financial condition and/or operating results could be materially adversely affected. The risk factors summarized below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, reputation, financial condition and/or operating results.

In 2024,2025, we continued to outsource manufacturing of most of our non-alcohol finished goods to bottlers and other contract packers. As a result, in the event of a disruption and/or delay, including, but not limited to, strikes, work stoppages, or labor unrest, and/or demand exceeding forecasted demand, we may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period. In addition, there are limited alternative packing facilities in our domestic and international markets with adequate capacity and/or suitable equipment for many of our products. A lengthy disruption or delay in the production of any of our products could significantly adversely affect, and historically has adversely affected, our revenues from and/or costs of such products, because alternative co-packing facilities in the United States and abroad with adequate long-term capacity may not be available for such products either at commercially reasonable rates and/or costs, within a reasonably short time period and/or within a geographically cost effective distance, if at all. In addition, in recent years, there has been a consolidation of co-packers, leading us to increasingly rely on fewer co-packing groups, certain of which account for a large percentage of our co-packing capacity for our Monster Energy® drinks. If we are unable to maintain good relationships with our largest co-packers, or if our costs of co-packing increase, our business, financial condition and results of operations could be adversely affected.

Currently, the primary flavors for our Monster Energy® Drinks segment are developed and manufactured at the AFF facilities in Southern California and Athy, Ireland. Bang Energy® beverages and certain of our other energy drink products are manufactured at our facilityfacilities in Phoenix, Arizona.Arizona We also began production of certain of our energy drinks at our facility inand Norwalk, California in January 2024.California. Further, we are dependent on Monster Brewing Company’s portfolio of facilities located in Longmont, Colorado, Brevard, North Carolina, Salt Lake City, Utah and Grand Rapids, Michigan to manufacture certain of our alcohol products.

Adverse changes or developments affecting our AFF facilities could adversely impact our ability to produce flavors of certain of our energy drink products. Adverse changes or developments affecting our NorwalkNorwalk, California and/or PhoenixPhoenix, Arizona facilities could adversely impact our ability to produce certain of our energy drink products or cause us to halt our production of such beverages. Likewise, adverse changes or developments affecting our currentlyalcohol limitedlicensed numbermanufacturing of breweriesfacilities could hinder our ability to produce alcohol products to take to market on a timely basis or require us to entirely suspend certain of our Alcohol Brands segment operations.

Alternative facilities with sufficient capacity or capabilities may not be readily available or may take significant time or cost to run at the same capacity as our AFF, Phoenix, and Norwalk facilities or our current breweries.alcohol licensed manufacturing facilities. Such significant disruption may, in turn, have an adverse effect on gross margins, operating cash flows, and overall financial performance of our business.

Disruption in distribution channels and/or a decline in sales due to the termination and/or insolvency of existing or new bottlers/distributors may adversely affect our business and operating results. In particular, if we are unable to transition distribution agreements in our Alcohol Brands segment, we may face increased costs to change distributors for our alcohol beverages.

Criticism of our beverages or a negative perceptionperceptions of our products (regardless of accuracy) generally could adversely affect us.

An unfavorable report on the health effects of caffeine, other ingredients in energy drinks or energy drinks generally, or criticism or negative publicity regarding the caffeine content and/or any other ingredients in our products or energy drinks generally, including product safety concerns,concerns (regardless of the validity or scientific merit of any such reports, criticism, or negative publicity), could have an adverse effect on our business, financial condition and results of operations. Articles critical of the caffeine content and/or other ingredients in energy drinks and/or articles indicating certain health risks of energy drinks have been published in recent years. We believe the overall growth of the energy drink market in the U.S. may have been negatively impacted by the ongoing negative publicity and comments that continue to appear in the media questioning the safety of energy drinks, and suggesting limitations on their ingredients (including caffeine), and/or the levels thereof, and/or imposing minimum age restrictions for consumers. If reports, studies or articles critical of caffeine and/or energy drinks continue to be published or are published in the future, or additional voluntary measures are taken, they could adversely affect the demand for our products. If we are unable to satisfy all criteria set forth in any model energy drink guidelines, including, without limitation, those adopted by the American Beverage Association,Association in the future, of which we are a member, and/or any international beverage associations, it could negatively affect our overall reputation, which in turn could have a negative impact on our business, financial condition and results of operations.

The beverage industry is highly competitive. The principal areas of competition are pricing, packaging, development of new products, flavors, product positioning, quality as well as promotion and marketing strategies. Our products compete with a wide range of drinks, both non-alcohol and alcohol, produced by a relatively large number of domestic and international manufacturers, some of which have substantially greater financial, marketing and distribution resources than we do.manufacturers.

Important factors affecting our ability to compete successfully include the efficacy, taste and flavor of our products, trade and consumer promotions, rapid and effective development of new and unique cutting-edge products, attractive and different packaging, branded product advertising and pricing. The success of our sports marketing, social media and other general marketing endeavors may impact our business, financial condition and results of operation. Our products compete with all liquid refreshments and in some cases with products of much larger competitors,refreshments, including theTCCC, productsStarbucks of numerous nationally and internationally known producers such as TCCC,Corporation, PepsiCo, Red Bull GmbH, KDP, Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company and The Mark Anthony Group. We also compete with companies that are smaller or primarily national or local in operations, such as CELSIUS, PRIME, C4, Alani Nu, GHOST, ZOA, GORGIE, and others as well as local craft breweries in our Alcohol Brands segment. Our products also compete with private-label brands such as those carried by grocery store chains, convenience store chains and club stores.

We anticipate competition will remain robust due to a number of new entrants in the energy drink category. Some competitors are consolidating (as evidenced by business combinations of substantial value carried out by significant competitors in recent years), building more capacity, expanding geographically, and/or adding more SKUs and styles. For example, PepsiCo entered into a long-term strategic distribution arrangement with Celsius Holdings, Inc., a competitor in the energy drink space, in August 2022. Additionally, competition in the numberalcohol ofbeverage competitors,space—including especiallyfrom craft brewers and craft distilleries, within the alcohol space and the sales of hard seltzers, FMBs, craft-brewed domestic beers, imported beers, CBD and other cannabis beverages, and ready-to-drink spirits areand expectedsimilar products—continues to increase,evolve. particularlyMarket followingdynamics have been influenced by broader competitive trends and regulatory focus on market structure, including analyses and recommendations contained in the February 2022 U.S. Treasury Report,report, “Competition in the MarketMarkets for Beer, WineWine, and SpiritsSpirits,” (the “Treasury Report”), which promisesassesses competitive conditions and potential barriers to evaluateentry. theActual impactgrowth ofin consolidationspecific onsegments, marketplacesuch competition.as hard seltzers, craft products, and other beverage categories, varies over time and may be affected by changing consumer preferences, regulatory developments and economic conditions. As a result of such increased competition for our products, we may face competitive pricing pressures and the demand for and market share of our products may fluctuate and possibly decline.

Our inability to implement our growth strategy, including expanding our business in existing and new sectorssectors, or to successfully recognize the anticipated benefits of acquired businesses or assets could adversely affect our business and financial results.

On July 31, 2023, we acquired substantially all of the assets of Bang Energy. Among other assets, the acquisition included the Bang Energy® drink business. Prior to the Bang Energy acquisition, we acquired Monster Brewing Company, a craft beer and hard seltzer company, in February 2022. We may continue to make acquisitions that expand our business within the beverage industry. Overall, the effectiveness of acquisitions can be less predictable than developing new lines of beverages and might not provide the anticipated benefits or desired rates of return. Integrating the operations of acquired businesses could be a difficult, costly and time-consuming process that involves a number of risks including, but not limited to, the integration of company cultures and management teams, retaining key employees and customers, increased exposure to certain governmental regulations and compliance requirements, increased costs, and use of resources. Our business may also be adversely impacted if we are unable to rationalize brands that we have acquired fromor Monstermay Brewingacquire Company.in the future.

To the extent we integrate acquired businesses, such as our recent integrations of the Bang Energy® and Monster Brewing Company businesses, it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions. For example, in 2024,2025, we recognized impairment charges of $127.1$38.4 million related to goodwill and to certain other indefinite livedfinite-lived intangible assets and impairment charges of $8.2$15.3 million related to property and equipment in the Alcohol Brands segment. Therefore, the acquisition and integration of acquired businesses may not contribute to our earnings as expected, we may not achieve profit margin targets when expected, or at all, and we may not achieve the other anticipated strategic financial benefits of such transactions.

The beverage industry is subject to changing consumer preferences and shifts in consumer preferences may adversely affect us. There is increasing awareness of and concern for health, wellness and nutrition considerations, including concerns regarding caloric intake associated with sugar-sweetened beverages and the perceived undesirability of artificial ingredients.ingredients and UPF. There are also increasing studies on and concern for the potential adverse consequences from excess consumption of alcohol beverages. Some consumer advocacy groups and others have expressed concerns regarding certain synthetic colors, low- and no-calorie sweeteners, and other ingredients in diet beverages, whichthat are contained in certain of our energy drinks, or have called for the curtailment of alcohol dissemination and consumption. There are also changes in demand for different packages, sizes and configurations. Such developments could reduce our revenues and adversely affect our results of operations.

Consumers are seeking greater variety in their beverages. For example, with regard to our Alcohol Brands, the broader alcohol industry is experiencing a shift in drinking preferences and behaviors, moving away from traditionally popular beer brands and segments and towards, for example,towards premium beers, imports, hard seltzers, FMBs, ready-to-drink malt-based, sugar-based, and spirits-based beverages, CBD and other cannabis beverages, and other similar beverages as well as an increasing focus on low and no-alcohol beverages. Our future success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages that appeal to consumers.

In order to retain and expand our market share, we must continue to develop and introduce different and innovative beverages and be competitive in the areas of efficacy, taste, quality and price/value, although there can be no assurance of our ability to do so. There is no assurance that consumers will continue to purchase our products in the future. Product lifecycles for some beverage brands, products and/or packages may be limited to a few years before consumers’ preferences change. The beverages we currently market are in varying stages of their product lifecycles, and there can be no assurance that such beverages will become or remain profitable for us. We may be unable to achieve volume growth through product and packaging initiatives. We may also be unable to penetrate new markets. Additionally, as shopping patterns are being affected by the digital evolution, with customers embracing shopping by way of mobile device applications, e-commerce retailers andretailers, e-commerce websites or platforms,platforms or artificial intelligence shopping agents, we may be unable to address or anticipate changes in consumer shopping preferences or engage with our customers on their preferred platforms. Moreover, artificial intelligence shopping agents may autonomously recommend products that are not ours and, in some cases, directly compete with our products. If our revenues decline, our business, financial condition and results of operations could be adversely affected.

We have continued expanding our energy drink operations internationally into a variety of new markets. Our net sales to customers outside of the United States were approximately 40%,41%, 38%40% and 37%38% of consolidated net sales for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. As our growth strategy includes further expanding our international business, if we are unable to continue to expand distribution of our products or maintain consumer demand outside the United States, our growth rate could be adversely affected. In many international markets, we have limited operating experience and in some international markets we have no operating experience. It is costly to establish, develop and maintain international operations and develop and promote our brands in international markets. Our percentage gross profit margins in many international markets are expected to be less than the comparable percentage gross profit margins obtained in the United States. We face and will continue to face substantial risks associated with having foreign operations, including, but not limited to: economic and/or political instability in our international markets; fluctuations in foreign currency exchange rates; restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes and/or withholding obligations on any repatriations; and additional tariffs and/or trade restrictions, including foreign import tariffs proposed or imposed by the recently inaugurated U.S. presidential administrationAdministration and any responsive and/or retaliatory tariffs. These risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and could have a material adverse effect on our business, financial condition and results of operations. Also,Additionally, our operations outside of the United States are subject to risks relating to: appropriate compliance with legal and regulatory requirements in local jurisdictions, potentialjurisdictions; difficulties in staffing and managing local operations, which has, at times, necessitated enhanced local training, communications, and business partner management; higher rates of product damages, particularly when products are shipped long distances, potentiallydistances; higher incidence of fraud and/or corruption, such as invoicing fraud or kickback schemes; credit risk of local customers and distributors; and potentially adverse tax consequences.

The principal raw materials used by us are aluminum cans, sleek aluminum cans, aluminum cap cans, aluminum cans with re-sealable ends, aluminum or steel kegs, cartons, to a limited extent PET plastic bottles and caps, flavors, juice concentrates, glucose, sugar, sucralose, milk, cream, coffee, tea, cocoa, malted barley, hops, water, yeast, ethanol, supplement ingredients and other packaging materials, the costs and availability of which are subject to fluctuations. Moreover, we rely upon trucks for the transportation of our products, which makes us susceptible to increases in the cost of fuel.

We are also uncertain whether the prices of any of the above raw materials, or any other raw materials or ingredient for that matter, will rise, or continue to rise, in the future and, if so, whether we will be able to pass on such increases to our customers. Certain of our co-packing arrangements, for instance, allow such co-packers to increase their fees based on certain of their own cost increases. From time to time, we also enter into purchase agreements for portions of our annual anticipated requirements for certain of our raw materials such as glucose, sugar and sucralose. In recent years, the United States has imposed tariffs on steel and aluminum as well as on goods imported from certain countries. The recently inaugurated U.S. presidential administration has also implemented or proposed tariffs on certain imports. Additional tariffs imposed by the United States or other countries on a broader range of imports, or further trade measures taken by other countries, retaliatory or otherwise, could result in an increase in raw material costs.

If we do not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, our inventory levels may be inadequateinadequate, and our results of operations may be negatively impacted. If we fail to meet our shipping schedules, we could damage our relationships with distributors and/or retailers, increase our distribution costs and/or cause sales opportunities to be delayed or lost. In order to be able to deliver our products on a timely basis, we need to maintain adequate inventory levels of the requisite products. If we produce excess inventory, we may have significant inventory writeoffs. Further, if the inventory of our products held by our distributors and/or retailers is too high, they will not place orders for additional products, which could unfavorably impact our future sales and adversely affect our operating results.

The costs of packaging supplies, raw material inputs, ocean and domestic freight, tariffs, and inflation generally may adversely affect our results of operations.

Many of our packaging supply contracts allow our suppliers to adjust the costs they charge us for packaging supplies based on changes in the costs of the underlying commodities that are used to produce those packaging supplies, such as aluminum for cans, PET plastic for bottles and pulp and paper for cartons and/or trays. These changes in the prices we pay for our packaging supplies occur at certain predetermined times that vary by product and supplier. In some cases, we are able to fix the prices of certain packaging supplies and/or commodities for a reasonable period. In other cases, we bear the risk of increases in the costs of these packaging supplies, including the underlying costs of the commodities that comprise these packaging supplies. We use derivative instruments to manage a portion of this risk in relation to aluminum for cans. Inflation hasand tariffs have affected, and tariffsmay maycontinue to affect, certain of our raw material and packaging costs, commodities and other inputs globally. If the costs of packaging supplies and other costs, such as truck fuel costs, shipping container costscosts, and ocean and domestic freight rates, further increase, we may be unable to pass these costs along to our customers through corresponding adjustments to the prices we charge, which could have a material adverse effect on our results of operations.

RegulatorsSome regulators and stakeholders are increasingly focusingfocused on corporate responsibility and sustainability matters, including, but not limited to, greenhouse gas emissions and other climate-related risks, sustainable packaging, water stewardship, and corporate governance and oversight. While we are actively addressing these issues and have publicly committed to setting certain sustainability-related targets,issues, these initiatives represent our current plans and aspirations that may be refined in the future and are not guarantees that we will be able to achieve them, especially given the difficulties and expenses of implementation as well as the ever-changing regulatory and technological landscape. For example, disclosures about our sustainability-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. In addition, previously reported data has, and may continue to be, adjusted to reflect improvements in the availability and quality of internal and third-party data, changes in the nature and scope of our operations, and other changes in circumstances. If our climate-related information, processes and disclosures are incomplete or inaccurate, our reputation, business, and growth could be negatively impacted.

Furthermore, the rules, regulations, and standards set forth by various governmental and self-regulatory organizations, such as the SEC, the European Union, the Nasdaq Stock Market, and the Financial Accounting Standards Board (“FASB”), continue to evolve in scope and complexity and, at times, are inconsistent with one another, which, in turn, makes compliance more uncertain and difficult. For example, the standards used to identify and collect the data required pursuant to the European Union’s Corporate Sustainability Reporting Directive are still unclear and in development, which could result in increased costs related to complying with the changing reporting obligations and could increase our risk of failing to comply with the directive. These changing rules and regulations, along with constantly evolving stockholder expectations, have resulted in, and may continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such expectations and rules.

Our failure or perceived failure to progress or achieve our climate-related commitments, maintain sustainability practices, or comply with emerging sustainability regulations that meet developing regulatory or stakeholder expectations could harm our reputation, harm our ability to maintain or attract customers and talent, and expose us to increased scrutiny from enforcement authorities and stakeholders. Our reputation may also be harmed by the perceptions that stakeholders, regulators or other interested parties have about our action or inaction on sustainability- and corporate responsibility-related issues as well as the nature or scope of, or revisions to, our sustainability initiatives and goals. For example, we could face negative responses or backlash from governmental actors (such as anti-environmental, social and governance mattersgovernance-related legislation) or consumers (such as boycotts or negative publicity campaigns) who disagree with our goals and initiatives. Damage to our reputation and loss of brand equity may reduce demand for our products and thus have an adverse effect on our future financial results, as well as require additional resources to rebuild our reputation and could impact our stock price.

There is concern that a gradual increase in global average temperatures due to increased carbon dioxide and other greenhouse gases in the atmosphere could cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changing weather patterns could result in decreased agricultural productivity in certain regions, and/or outbreaks of diseases or other health issues, which may limit the availability and/or increase the cost of certain key ingredients, juice concentrates, supplements and other ingredients used in our products and could impact the food security of communities around the world. Increased frequencyfrequency, orduration, durationand intensity of extreme weather conditions and/or natural disasters could also impair our production capabilities, disrupt our supply chain and/orchain, impact demand for our products.products, and/or create financial risk due to rising insurance premiums or the inability to maintain coverage.

Natural disasters and extreme weather conditions, such as hurricanes, wildfires, earthquakes or floods, and outbreaks of diseases (such as the COVID-19 pandemic) or other health issues, have affected, and may continue to affect, our operations and the operation of our supply chain, impact the operations of our bottlers/distributors and unfavorably impact our consumers’ ability to purchase our products. In September and October 2024, for example, Hurricanes Helene and Milton impacted sales at retail in certain states. In addition, due to flooding from Hurricane Helene, we were forced to close one of our breweries located in Brevard, North Carolina for one week and could not operate this brewery at full capacity for approximately one month. Most recently,Additionally, in early 2025, we temporarily closed our AFF manufacturing facility in Southern California due to the polluted air conditionspollution caused by the Los Angeles wildfires. While the impact of such natural disasters on our business was ultimately immaterial, similar extreme weather occurrences could negatively harm our operations and hinder our growth, especially if such events continue to occur with increased frequency.

The predicted effects of climate change may also result in challenges regarding the availability and quality of water, or less favorable pricing for water, which could adversely impact our business and results of operations. Sales of our products may also be influenced to some extent by weather conditions in the markets in which we operate. We, our bottlers and our contract packers use a number of key ingredients in the manufacture of our beverage products that are derived from agricultural commodities, such as sugar, ethanol, coffee, teatea, cocoa, barley and hops. Increased demand for food products and decreased agricultural productivity in certain regions of the world as a result of changing weather patterns and other factors may limit the availability or increase the cost of such agricultural commodities and could impact the food security of communities around the world. Weather conditions may influence consumer demand for certain of our beverages, which could have an effect on our operations, either positively or negatively.

In addition, public expectations for reductions in greenhouse gas emissions could result in increased energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment. Changes in applicable laws, regulations, standards or practices related to greenhouse gas emissions, packaging and water scarcity, as well as initiatives by advocacy groups in favor of certain climate change-related laws, regulations, standards or practices, have and may continue to result in increased compliance costs, capital expenditures and other financial obligations, which could affect our business, financial condition and results of operations. For example, the California legislature and European CommissionUnion have each adopted laws that require us to significantly increase our disclosures related to climate change and mitigation efforts and, in turn, has required us to incur additional costs to comply and impose more oversight obligations on our Board of Directors and management.

Our success depends on our ability to build and maintain the brand image for our existing products, new products and brand extensions and maintain our corporate reputation. There can be no assurance that our advertising, marketing and promotional programs and our commitment to product safety and quality, human rights and environmental sustainability will have the desired impact on our products’ brand images and on consumer preferences and demand. Claims regarding product safety, quality and/or ingredient content issues, efficacy or lack thereof (real or imagined), our culture and our workforce, our environmental impact and the sustainability of our operations, or allegations of product contamination, even if false or unfounded, could tarnish the image of our brands and may cause consumers to choose other products. Consumer demand for our products could diminish significantly if we, our employees, bottlers/distributors, suppliers or business partners fail to preserve the quality of our products and/or act or are perceived to act in an unethical, illegal, discriminatory, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of our customers, or the use or protection of customer data. Furthermore, our brand image or perceived product quality could be adversely affected by litigation, unfavorable reports in the media (internet or elsewhere), studies in general and regulatory or other governmental inquiries (in each case whether involving our products or those of our competitors) and proposed or new legislation or regulations affecting the beverage industry, whether related to alcohol or non-alcohol beverages. Negative postings or comments on social media or networking websites about the Company or any one of our brands, even if inaccurate or malicious, could generate adverse publicity that could damage the reputation of our brands or the Company. Business incidents, whether isolated or recurring and whether originating from us, our bottlers/distributors, suppliers or business partners, that erode consumer trust can significantly reduce brand value or potentially trigger boycotts of our products and can have a negative impact on consumer demand for our products as well as our reputation and financial results. The impact of such incidents may be exacerbated if they receive considerable publicity, including rapidly through social or digital media (including for malicious reasons), or result in litigation.

Legislation has been proposed and/or adopted at the U.S. federal, state and/or municipal level and proposed and/or adopted in certain foreign jurisdictions to restrict the sale of energy drinks (including, prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs, such as SNAP), limit the content or levels of caffeine and other ingredients in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, limit product size or impose age restrictions for the sale of energy drinks. For a discussion of certain of such legislation, see “Part I, Item 1 – Business – Government Regulation.” Furthermore, additional legislation may be introduced in the United States and other countries at the federal, state, provincial, local, municipal and/or supranational level in respect of each of the foregoing subject areas. Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages. There has also has been increasedheightened focus on the caffeine and ingredient content in beverages,beverages. In the past year alone, certain states, including Texas and weWest areVirginia, seeinghave someenacted attentionlaws, tomandating otherfood label warnings regarding certain ingredients contained in energyproducts drinks.and/or banning certain additives. To the extent any such legislation is enacted in one or more jurisdictions where a significant amount of our products are sold, individually or in the aggregate, it could result in a reduction in demand for, or availability of, our non-zero calorie and/or low calorie energy drinks and adversely affect our business, financial condition and results of operations.

The production, distribution and sale, as well as our manufacturing facilities themselves, in the United States of many of our products are also currently subject to various federal and state regulations, including, but not limited to: the FD&C Act; the Occupational Safety and Health Act; various environmental statutes; privacy and data privacyprotection laws; California Proposition 65; and various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling, packaging and ingredients of such products.

If a regulatory authority finds that a current or future product, its label, or a production run or facility is not in compliance with any of these regulations, we may be fined,fined or face other regulatory penalties, or the products in question may have to be recalled, removed from the market, reformulated and/or have their packaging changed, which could adversely affect our business, financial condition and results of operations.

Increasing international and regional concern over sustainability matters, including climate change, has resulted in, and will likely continue to result inin, new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain sustainability metrics, such as recycling. If we fail to comply with applicable environmental compliance mandates or fail to meet sustainability metrics, our business operations and our reputation could be adversely impacted.

We cannot predict the effect of possible inquiries from and/or actions by litigants, attorneys general, other government agencies and/or quasi-governmentother (quasi-) government agencies into the production, data protection, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products.

We are subject to the risks of litigation, investigations and/or enforcement actions by state attorneys general and/or other government and/agencies (quasi or quasi-governmental agenciesotherwise) relating toto, among other things, the production, advertising, marketing, promotion, data protection, labeling, ingredients, usage and/or sale of our products, and we are a party, from time to time, to various government and regulatory inquiries and/or proceedings. Defending these proceedings can result in significant ongoing expenditures and the diversion of our management’s time and attention from the operation of our business, which could have a negative effect on our business operations.

In addition, from time to time, government and/or quasi-governmental agencies may investigate the safety of caffeine and other ingredients in energy drinks as well as the safety and potential adverse effects of alcohol beverages. If an inquiry by a state attorney general or other government or quasi-governmental agency finds that our productsproducts, our protection of consumer data, and/or the production, advertising, marketing, promotion, data protection, labeling, ingredients, usage and/or sale of such products are not in compliance with applicable laws or regulations, we may become subject to fines, product reformulations, container changes, changes in the usage or sale of our products and/or changes in our advertising, marketing, promotion, and data practices, each of which could have an adverse effect on our business, financial condition or results of operations.

We have been and are a party, from time to time, to various litigation claims and legal proceedings, including, but not limited to, intellectual property, fraud, unfair business practices, false advertising, product liability, breach of contract claims, claims from prior distributors, labor and employment matters, personal injury matters, consumer class actions, securities actions, data protection matters, and shareholder derivative actions.actions, mediation, arbitration, and administrative proceedings.

Any of the foregoing matters or other litigation, the threat thereof, or unfavorable media attention arising from pending or threatened product-related litigation related to our products or practices could consume significant financial and managerial resources and result in decreased demand for our products, significant monetary awards against us, an injunction barring the sale of any of our products and injury to our reputation. Our failure to successfully defend or settle any litigation or legal proceedings could result in liabilities that, to the extent not covered by our insurance, could have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock to decline.

We have been, and may in the future be, required from time to time to recall products entirely or from specific co-packers, markets, retailers or batches or reformulate certain of our products if such products become contaminated, damaged, mislabeled, defective or otherwise materially non-compliant with applicable regulatory requirements. For example, in recent years, we have experienced limited recalls of certain products in Canada, Europe, and the United States. A material product recall could adversely affect the availability of our profitabilityproducts, our profitability, including the loss of product sales from the destruction of product inventory, and our brand image and corporate reputation. We do not maintain recall insurance.

Our use of information technology exposes us to the risk of cybersecurity attacksincidents and other costs and interruptions that could disrupt our business operations and adversely impact our reputation and results of operations.

We have been, and may continue to be, the subject of cybersecurity attacks.incidents. We may be subject to further attacksincidents in the future whethereven if we appropriately allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure. Cybersecurity attacksincidents may be difficult to detect for periods of time, and include, but are not limited to, malicious software (malware, ransomware and viruses), phishing and social engineering, attempts to gain unauthorized access to networks, computer systems and data, malicious or negligent actions of employees (including misuse of information they are entitled to access), cyber extortion, electronic or wire fraud, and business email compromise, among others. These cybersecurity attacksincidents may be caused by failures during routine operations, such as inadvertent lack of system upgrades,upgrades leading to unpatched vulnerabilities, user errors, network or hardware failures, malicious or disruptive software, unintentional or malicious actions of employees or contractors, as well as cybersecurity attacks by hackers, criminal groups or nation-state organizations. Due to suchthe constant evolving nature and methods of security threats, we cannot predict the form and nature of any future cybersecurity attack,incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.

Cybersecurity attacksincidents could lead to disruptions in or loss of access to our data or business systems; an inability to process customer orders or lost customer orders; unauthorized release of confidential, proprietary or otherwise protected information belonging to us or our employees, customers, consumers, partners, suppliers, or suppliersother third party service providers; lost revenues or other costs due to office, plant, production, warehouse or other facility disruption or shutdown; additional expenses, including the cost of remediating incidents or improving security measures, increased insurance costs, or ransomware payments; and corruption or destruction of data. Moreover, if our data management systems do not effectively collect, store, process and report relevant data for the operation of our business (such as due to a cybersecurity attackincident), our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially. We also may suffer reputational damage because of lost or misappropriated confidential or proprietary information belonging to us, or employees, customers, suppliers or other third partythird-party service providers, which could result in legal action and increased regulatory oversight, including governmental inquiries, investigations, enforcement actions and regulatory fines. Any such consequences could materially and adversely affect our financial condition, results of operations and cash flows.

Although we maintain cybersecurity insurance coverage that may, subject to the relevant policy’s terms and conditions, cover certain aspects of a breach or disruption, such insurance coverage may be insufficient to cover all cybersecurity-relatedlosses losses.that might arise from a cybersecurity incident or interruption.

Cybersecurity attacks,incidents, business interruptions and compliance issues experienced by third parties could materially and adversely affect our financial condition, results of operation and cash flows.

We rely on relationships with third parties, including suppliers, distributors, bottlers, contract packers, contractors, cloud data storage and other information technology service providers and other external business partners, for certain functions or for services in support of our operations. These third-party service providers and partners, with whom we may share data,data and operational systems, have, and could in the future, experience cybersecurity attacks.incidents. Third parties have been,experienced, and could in the future,future experienceexperience, challenges complying with laws and regulation,regulations, such as data protection requirements, and interruptions to business systems, disruption to operations, and employee failures. While we have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures. Furthermore, our management of multiple third partythird-party service providers increases our operational complexity. Third parties have and could in the future experience cybersecurity attacksincidents that may involve data we share with them or rely on them to provide to us with respect to timely notification and access to personnel and information concerning an incident, which may complicate our efforts to resolve any issues that arise. Third parties on whom we rely for our business operations, products, and services have and could in the future experience cybersecurity incidents that may impede their ability to deliver or provide to us business operations, products, or services. As a result, we are subject to the risk that the activities associated with our third partythird-party service providers and partners will adversely affect our business, even if the cybercybersecurity security attackincident does not directly impact our systems or information.

Additionally, these risks are also present in acquired businesses, joint ventures or companies that we invest in or with whom we partner.partner and over which we do not yet, or will not have, direct control. Such businesses may use separate information systems or have not yet been fully integrated into our information systems.

If we fail to comply with data privacy and personal data protection laws and emerging cybersecurity laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which may negatively impact our business and operating results.

We receive, process, transmit and store information relating to certain identified or identifiable individuals (“personal data”), including customerscustomers, partners, and current and former employees, in the ordinary course of business. As a result, we are subject to various U.S. and international laws and regulations relating to personal data. These laws are subject to change, and new personal data or cybersecurity legislation and/or regulations may be enacted in other jurisdictions at any time. In the European Union, the General Data Protection Regulation (“GDPR”) includes operational requirements for companies within scope who receive or otherwise process personal data of residents of data subjects (which may not necessarily be limited to those who are residents of the European Union) and also includes significant penalties for noncompliance. Additionally, privacy and data protection laws and regulations have been adopted or are being considered by various U.S. states. These data protection laws and regulations impose operational requirements, including disclosures to consumers about personal data practices, opt-out and consent choices and required contractual terms with certain third parties.parties, as well as obligations to provide notice to individuals, third parties, and/or regulators in the event of certain cybersecurity incidents involving personal data. In China, for instance, the Personal Information Protection Law also imposes requirements on the collection, use, and cross-border transfer of personal information, and noncompliance may result in penalties and operational restrictions.

These laws and regulations, as well as changes and new laws and regulations that apply to personal data,data and cybersecurity practices, subject the Company to, among other things, additional costs and may require changes to our business practices, security systems, policies, and procedures. Inquiries from regulators and/or private litigation regarding our use and protection of personal data could harm our reputation, cause loss of consumer confidence, and subject us to government enforcement actions (including fines and injunctions), which may result in potential loss of revenue, increased costs, liability for monetary damages or fines and/or criminal prosecution, thereby negatively impacting our business and operating results.

We are in various stages of examination with certain states and certain foreign jurisdictions. Our 20212022 through 20242025 U.S. federal income tax returns are subject to examination by the IRS. Our state income tax returns are generally subject to examination for the 20202021 through 20242025 tax years. The United Kingdom and Ireland income tax returns are subject to examination for the 20202021 through 20242025 tax years.

Changes in U.S. tax laws as a result of legislation proposed by a newthe U.S. presidential administration or U.S. Congress could affect our provision for income taxes, resulting in an adverse impact on our financial condition or results of operations. For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”), which includes a broad range of tax reform provisions, was enacted in the United States. We cannot guarantee that it will not affect our financial condition or results of operations in the future. In addition, changes in the manner in which U.S. multinational corporations are taxed on foreign earnings, including changes in how existing tax laws are interpreted or enforced, could adversely affect our financial condition or results of operations. For example, the Organization for Economic Cooperation and Development (“OECD”) has recommended changes to numerous long-standing international tax principles through its base erosion and profit shifting (“BEPS”) project.project and, as recently as early January 2026, has agreed upon an OECD BEPS global minimum tax framework. These changes, to the extent adopted, may increase tax uncertainty, result in higher compliance costs and adversely affect our provision for income taxes, results of operations and/or cash flow. In connection with the OECD’s BEPS project, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in various countries. Economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult, and the final resolution of tax audits and any related litigation could differ from our historical provisions and accruals, resulting in an adverse impact on our financial condition or results of operations.

We may be required to record a charge to earnings during the period in which we determine that our intangible assets have been impaired. Any such charge would adversely impact our results of operations. As of December 31, 2024,2025, our goodwill totaled approximately $1.33 billion and other intangible assets totaled approximately $1.41$1.38 billion. For the year ended December 31, 2024,2025, we recorded $86.3 million and $40.8$38.4 million of impairment charges related to goodwill and to certain other indefinite livedfinite-lived intangible assets,assets respectively.in the Alcohol Brands segment.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to – and should be read in conjunction with – our financial statements and the accompanying notes (“Notes”) included in Part II, Item 8 of this Form 10-K. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. See “Forward-Looking Statements” and “Part I, Item 1A – Risk Factors.”

We implemented price increases (i)in effectivethe Novemberfourth 1,quarters of fiscal years 2025 and 2024 (for core brands and packages) and April 1, 2023 (for limited pack sizes) in the United States,States and (ii) at various times in certain international markets during 20242025 and 20232024 (collectively, the “Pricing Actions”). The Pricing Actions positively impacted gross profit margins in 20242025 as compared to 2023.2024.

As of the date of this filing, we expect to maintain sufficient liquidity as we manage through the current environment as described in the “Liquidity and Capital Resources” section below.

We also develop, market, sell and distribute craft beers, FMBs and hard seltzers under a number of brands, including Jai Alai® IPA, Florida Man® IPA, Dale’s Pale Ale®, Wild Basin® Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing Company® Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The BeastTM, Nasty Beast® HardTea, TeaBlind Lemon®, Blinder LemonTM and a host of other brands.

Our growth strategy includes further developing our domestic markets,markets and expanding our international business and growing our business into new sectors, such as the alcohol beverage sector.business. Net sales to customers outside the United States amountedwere to $2.96$3.44 billion and $2.71$2.96 billion for the years ended December 31, 20242025 and 2023,2024, respectively. Such sales were approximately 40%41% and 38%40% of net sales for the years ended December 31, 20242025 and 2023,2024, respectively. Net changes in foreign currency exchange rates had an unfavorable impact on net sales to customers outside of the United States of approximately $247.1$3.0 million for the year ended December 31, 2024.2025. Net sales to customers outside the United States, on a foreign currency adjusted basis, increased 18.5%16.2% for the year ended December 31, 2024.2025.

Coca-Cola Consolidated, Inc. accounted for approximately 10%, 10% and 11% of our net sales for each of the years ended December 31, 2024,2025, 20232024 and 2022, respectively.2023.

As of December 31, 2024,2025, the Company had working capital of $2.54$3.91 billion compared to $4.43$2.54 billion as of December 31, 2023.2024. The decreaseincrease in working capital was primarily the result of the decreaseincrease in cash and cash equivalents and short-term investments related to treasury stock repurchases for the year ended December 31, 2024.investments. For the year ended December 31, 2024,2025, our net cash provided by operating activities was approximately $1.93$2.10 billion as compared to $1.72$1.93 billion for the year ended December 31, 2023.2024. Principal uses of cash flows in 20242025 were purchases of treasuryavailable-for-sale stock and purchases of real property,investments, property and equipment.equipment Theseand principalpayments on the Credit Facilities (as defined below). Principal uses of cash flows are expected to be purchases of investments, our common stock, and property and equipment, with these expected to remain our principal recurring use of cash and working capital funds in the foreseeable future (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”).

We recognize that obesity and alcohol abuse and misuse are complex and serious public health problems. Our commitment to consumers begins with our broad product line and a wide selection of diet, light and low calorielow-calorie beverages within our product lines. We continuously strive to meet changing consumer needs through beverage innovation, choice and variety. (See “Part I, Item 1A – Risk Factors”).

See “Part I, Item 1A – Risk Factors” and “Forward-Looking Statements” for additional information about risks and uncertainties facing our Company.

Net sales were $8.29 billion for the year ended December 31, 2025, an increase of approximately $801.6 million, or 10.7% higher than net sales of $7.49 billion for the year ended December 31, 2024, an increase of approximately $352.7 million, or 4.9% higher than net sales of $7.14 billion for the year ended December 31, 2023.2024. Net sales increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand as well as due to the Pricing Actions.demand. Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately $247.1$3.0 million for the year ended December 31, 2024.2025. Net sales on a foreign currency adjusted basis increased 8.4%10.7% for the year ended December 31, 2024.2025.

Net sales for the Monster Energy® Drinks segment were $7.67 billion for the year ended December 31, 2025, an increase of approximately $801.3 million, or 11.7% higher than net sales of $6.86 billion for the year ended December 31, 2024, an increase of approximately $309.5 million, or 4.7% higher than net sales of $6.56 billion for the year ended December 31, 2023.2024. Net sales for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand as well as due to the Pricing Actions.demand. Net changes in foreign currency exchange rates had an unfavorable impact on net sales for the Monster Energy® Drinks segment of approximately $210.0$2.5 million for the year ended December 31, 2024.2025. Net sales for the Monster Energy® Drinks segment on a foreign currency adjusted basis increased 7.9%11.7% for the year ended December 31, 2024.2025.

Net sales for the Strategic Brands segment were $468.7 million for the year ended December 31, 2025, an increase of approximately $36.5 million, or 8.4% higher than net sales of $432.2 million for the year ended December 31, 2024, an increase of approximately $55.6 million, or 14.8% higher than net sales of $376.6 million for the year ended December 31, 2023.2024. Net sales for the Strategic Brands segment increased primarily due to increased worldwide sales by volume of our Burn®, Predator®, NOSBurn® and FuryNOS® brand energy drinks as a result of increased consumer demand. Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately $37.1$0.5 million for the Strategic Brands segment for the year ended December 31, 2024.2025. Net sales for the Strategic Brands segment on a foreign currency adjusted basis increased 24.6%8.5% for the year ended December 31, 2024.2025. Net sales of concentrates within the Strategic Brands segment tend to have more pronounced fluctuations from period to period as compared to net sales of our finished goods within the Monster Energy® Drinks segment primarily as a result of bottler production schedules.

Net sales for the Alcohol Brands segment were $134.7 million for the year ended December 31, 2025, a decrease of approximately $37.6 million, or 21.8% lower than net sales of $172.3 million for the year ended December 31, 2024, a decrease of approximately $12.5 million, or 6.8% lower than net sales of $184.9 million for the year ended December 31, 2023.2024. The decrease in net sales for the year ended December 31, 20242025 was primarily due to decreased sales by volume of craftthe beers.Beast® Tea and The BeastTM product lines.

Case sales for our energy drink products, in 192-ounce case equivalents, were 959.0 million cases for the year ended December 31, 2025, an increase of approximately 112.3 million cases or 13.3% higher than case sales of 846.7 million cases for the year ended December 31, 2024, an increase of approximately 77.4 million cases or 10.1% higher than case sales of 769.2 million cases for the year ended December 31, 2023.2024. The overall average net sales per case for our energy drink products (excluding net sales of Alcohol Brands and Other segments) decreased to $8.62$8.48 for the year ended December 31, 2024,2025, which was 4.4%1.6% lower than the average net sales per case of $9.01$8.62 for the year ended December 31, 2023.2024. The decrease in overall average net sales per case for our energy drink products for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 was primarily due to higheradverse promotionalchanges allowancesin asforeign acurrency percentageexchange of net salesrates as well as geographical/product sales mix.

Gross profit was $4.63 billion for the year ended December 31, 2025, an increase of approximately $583.3 million, or 14.4% higher than the gross profit of $4.05 billion for the year ended December 31, 2024, an increase of approximately $254.7 million, or 6.7% higher than the gross profit of $3.79 billion for the year ended December 31, 2023.2024. The increase in gross profit dollars was primarily the result of the increase in net sales.

Gross profit as a percentage of net sales increased to 55.8% for the year ended December 31, 2025 from 54.0% for the year ended December 31, 2024 from 53.1% for the year ended December 31, 2023.2024. The increase for the year ended December 31, 20242025 was primarily the result of the Pricing Actions, decreased freight-in costsActions and decreasedsupply aluminumchain can costs,optimization, partially offset by productionhigher inefficiencies.promotional allowances and geographical sales mix.

Operating expenses for the years ended December 31, 2025 and 2024, included impairment charges of $53.7 million and $138.8 million, respectively, related to the Alcohol Brands segment. The Alcohol Brands segment impairment charges relate primarily to certain finite-lived intangible assets as well as property and equipment for the year ended December 31, 20242025. included impairment charges of $138.8 million related to theThe Alcohol Brands segment (theimpairment “Alcohol Impairment Charges”). The Alcohol Impairment Charges were primarily the result of operating and financial performance not meeting projections due in part to challenges in the category, as well as a decrease in projected ongoing operating and financial performance. The Alcohol Impairment Chargescharges relate primarily to goodwill and to certain other indefinite livedindefinite-lived intangible assets as well as property and equipment.equipment for the year ended December 31, 2024.

The increase in operating expenses for the year ended December 31, 2025 was primarily due to increased payroll expenses of $80.4 million. Operating expenses as a percentage of net sales for the years ended December 31, 20242025 and 20232024 were 28.3%26.7% and 25.8%,28.3%, respectively.

Operating income for the Other segment, exclusive of corporate and unallocated expenses, was $4.6$2.42 millionbillion for the year ended December 31, 2024,2025, an increase of approximately $1.1$489.1 million, or 30.4%25.3% higher than operating income of $3.6$1.93 millionbillion for the year ended December 31, 2023.2024. The increase in operatingOperating income as a percentage of net sales increased to 29.2% for the year ended December 31, 20242025 wasfrom primarily25.8% for the resultyear ofended theDecember increase31, in gross profit.2024.

Interest and Other Income (Expense),Income, net

Provision for income taxes was $577.1 million for the year ended December 31, 2025, an increase of $96.7 million, or 20.1% higher than the provision for income taxes of $480.4 million for the year ended December 31, 2024, an increase of $42.9 million, or 9.8% higher than the provision for income taxes of $437.5 million for the year ended December 31, 2023.2024. The effective combined federal, state and foreign tax rate was 24.1%23.2% and 21.2%24.1% for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease in the effective tax rate was primarily attributable to aan decreaseincrease in the stock-based compensation deduction for the year ended December 31, 2024.2025.

Gross billings were $9.83 billion for the year ended December 31, 2025, an increase of approximately $1.09 billion, or 12.5% higher than gross billings of $8.74 billion for the year ended December 31, 2024, an increase of approximately $506.0 million, or 6.1% higher than gross billings of $8.23 billion for the year ended December 31, 2023.2024. Net changes in foreign currency exchange rates had ana unfavorablefavorable impact on gross billings of approximately $246.9$8.2 million for the year ended December 31, 2024.2025. Gross billings on a foreign currency adjusted basis increased 9.1%12.4% for the year ended December 31, 2024.2025.

Gross billings for the Monster Energy® Drinks segment were $9.12 billion for the year ended December 31, 2025, an increase of approximately $1.07 billion, or 13.3% higher than gross billings of $8.04 billion for the year ended December 31, 2024, an increase of approximately $452.1 million, or 6.0% higher than gross billings of $7.59 billion for the year ended December 31, 2023.2024. Gross billings for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand as well as due to the Pricing Actions.demand. Net changes in foreign currency exchange rates had ana unfavorablefavorable impact on gross billings for the Monster Energy® Drinks segment of approximately $209.7$8.9 million for the year ended December 31, 2024.2025. Gross billings for the Monster Energy® Drinks segment on a foreign currency adjusted basis increased 8.7%13.2% for the year ended December 31, 2024.2025.

Gross billings for the Strategic Brands segment were $545.4 million for the year ended December 31, 2025, an increase of $54.5 million, or 11.1% higher than gross billings of $490.8 million for the year ended December 31, 2024, an increase of $65.5 million, or 15.4% higher than gross billings of $425.3 million for the year ended December 31, 2023.2024. Gross billings for the Strategic Brands segment increased primarily due to increased sales by volume of our Burn®, Predator®, NOSBurn® and FuryNOS® brand energy drinks. Net changes in foreign currency exchange rates had an unfavorable impact on gross billings in the Strategic Brands segment of approximately $37.2$0.7 million for the year ended December 31, 2024.2025. Gross billings for the Strategic Brands segment on a foreign currency adjusted basis increased 24.2%11.3% for the year ended December 31, 2024.2025.

Gross billings for the Alcohol Brands segment were $139.8 million for the year ended December 31, 2025, a decrease of $37.0 million, or 20.9% lower than gross billings of $176.8 million for the year ended December 31, 2024, a decrease of $11.8 million, or 6.3% lower than gross billings of $188.6 million for the year ended December 31, 2023.2024. The decrease in gross billings for the year ended December 31, 20242025 was primarily due to decreased sales by volume of craftthe beers.Beast® Tea and The BeastTM product lines.

Inflation did not have a significant impact on our results of operations for the year ended December 31, 2025. Inflation had an impact on our results of operations for the year ended December 31, 2024, primarily due to domestic inflation as well as inflation related local currency price increases in certain international markets. Inflation did not have a significant impact on our results of operations for the year ended December 31, 2023. Inflation had a negative impact on our results of operations, leading to increased cost of sales and operating expenses for the year ended December 31, 2022. To mitigate the impact of inflation, we implemented the Pricing Actions.

Cash and cash equivalents. As of December 31, 2024, we had $1.53 billion in cash and cash equivalents. Of our $1.53$2.09 billion of cash and cash equivalents held at December 31, 2024,2025, $1.07$1.00 billion was held by our foreign subsidiaries. No short-term or long-term investments were held by our foreign subsidiaries at December 31, 2025.

Long-term debt. In May 2024, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders,lenders (the “Original Credit Agreement”), which providesprovided for senior unsecured credit facilities in an aggregate principal amount of $1.50 billion (collectively, the “Credit Facilities”). The Credit Facilities consistpreviously consisted of a $750.0 million term loan (the “Term Loan”) and up to $750.0 million in multicurrency revolving loan commitments (the “Revolving Credit Facility”). The Term Loan matureswas Mayrepaid 2027,in April 2025 with no additional borrowings permitted. In addition, pursuant to Amendment No. 1 to the Original Credit Agreement, dated as of October 17, 2025, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders (the “Amended Credit Agreement”), the Company’s aggregate borrowing capacity under the Revolving Credit Facility matureshas Maybeen 2029.reduced to $500.0 million. Borrowings under the Revolving Credit FacilitiesFacility bear interest at a variable rate per annum equal to the applicable rate plus margin (as defined in the Amended Credit Agreement). Borrowings may be repaid at any time during the term of the Credit Facilities and, in the case of the Revolving Credit Facility,Facility and may be reborrowed prior to the maturity date.date, which is set to occur in May 2029. As of December 31, 2024,2025, no borrowings of $375.0 million remainedwere outstanding onunder the TermCredit Loan.Facilities, and the Company was in compliance with all covenants under the Amended Credit Agreement. As of February 27,26, 2025, borrowings of $225.0 million remained outstanding on the Term Loan. As of December 31, 2024,2026, the Revolving Credit Facility had remaining availability of $750.0$500.0 million.

Cash flows provided by (used in) provided by investing activities. Net cash used in investing activities was $1.32 billion for the year ended December 31, 2025, as compared to cash provided by investing activities wasof $733.7 million for the year ended December 31, 2024, as compared to cash used in investing activities of $193.4 million for the year ended December 31, 2023.2024.

For both the years ended December 31, 20242025 and 2023,2024, cash provided by investing activities was primarily attributable to sales of available-for-sale investments. For both the years ended December 31, 20242025 and 2023,2024, cash used in investing activities was primarily attributable to purchases of available-for-sale investments. For the year ended December 31, 2023, cash used in investing activities included $363.4 million related to the acquisition of Bang Energy. To a lesser extent, for both the years ended December 31, 20242025 and 2023,2024, cash used in investing activities also included the acquisition of real property, fixed assets consisting of vans and promotional vehicles, coolers and other equipment to support our marketing and promotional activities, production equipment, furniture and fixtures, office and computer equipment, computer software, equipment used for sales and administrative activities, certain leasehold improvements, improvements to real property as well as the acquisition, defense and maintenance of trademarks. We expect to continue to use a portion of our cash in excess of our requirements for operations to purchase short-term and long-term investments, leasehold improvements, the acquisition of capital equipment (specifically, vans, trucks and promotional vehicles, coolers, other promotional equipment, merchandise displays, warehousing racks as well as items of production equipment required to produce certain of our existing and/or new products), to develop our brand in international markets and for other corporate purposes. From time to time, we may also use cash to purchase additional real property related to our beverage business and/or acquire compatible businesses.

Cash flows used in financing activities. Cash used in financing activities was $3.33$324.4 billionmillion for the year ended December 31, 20242025 as compared to cash used in financing activities of $542.6$3.33 millionbillion for the year ended December 31, 2023.2024. The cash flows used in financing activities for both the years ended December 31, 20242025 and 20232024, waswere primarilyattributable to repayments on the resultCredit ofFacilities theas well as repurchases of our common stock. In addition, theThe cash flows usedprovided inby financing activities for the year ended December 31, 2024,2025 werewas primarily attributable to repayments on the Creditissuance Facilities.of our common stock under our stock-based compensation plans. The cash provided by financing activities for the year ended December 31, 2024 was primarily attributable to borrowings under the Credit Facilities and, to a lesser extent, the issuance of our common stock under our stock-based compensation plans. The cash flows provided by financing activities for the year ended December 31, 2023 was primarily attributable to the issuance of our common stock under our stock-based compensation plans.

Goodwill – The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company reasonably determines that it is more-likely-than-not that the fair value is less than the carrying value, the Company performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated through the use of a discounted cash flow methodology. This analysis requires significant assumptions, including discount rate, projected future revenues, projected future operating margins and terminal growth rates. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. The Company will recognize an impairment for the amount by which the carrying amount exceeds a reporting unit’s fair value. For the years ended December 31, 2025 and 2023, there were no goodwill impairments recorded. For the year ended December 31, 2024, goodwill impairment charges of $86.3 million were recorded related to the Alcohol Brands reporting unit. Subsequent to the impairment charges recorded, there iswas no remaining goodwill for the Alcohol Brands reporting unit. As of December 31, 2024,2025, the accumulated goodwill impairment balance was $86.3 million related entirely to the Alcohol Brands reporting unit. For the years ended December 31, 2023 and 2022, there were no goodwill impairments recorded and there were no accumulated impairment balances.

We also develop, market, sell and distribute craft beers, FMBs and hard seltzers under a number of brands, including Jai Alai® IPA, Florida Man® IPA, Dale’s Pale Ale®, Wild Basin® Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing Company® Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The BeastTM, Beast® Tea, Blind Lemon®, Blinder LemonTM and other brands.

We have four operating and reportable segments: (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of our Monster Energy® drinks, Reign Total Body Fuel® high performance energy drinks, Bang Energy® drinks, StormTM and Reign Storm® total wellness energy drinks, Bang Energy® drinks and FLRTTM total wellness energy drinks, (ii) Strategic Brands segment (“Strategic Brands”), which is primarily comprised of the various energy drink brands acquired from The Coca-Cola Company (“TCCC”) in 2015 as well as our affordable energy brands, Predator® and Fury®, (iii) Alcohol Brands segment (“Alcohol Brands”), which is comprised of various craft beers, FMBs and hard seltzers and (iv) Other segment (“Other”), which is comprised of certain products sold by American Fruits and FlavorsFlavors, LLC, a wholly-owned subsidiary of the Company, to independent third-party customers (the “AFF Third-Party Products”).

During the three-months ended MarchJune 31,30, 2026, we continued to expand our existing drink portfolio by adding additional products to our portfolio in a number of countries and further developed our distribution markets. During the three-months ended MarchJune 31,30, 2026, we sold the following new products to our customers:

In the normal course of business, we discontinue certain products and/or product lines. Those products or product lines discontinued in the three-months ended MarchJune 31,30, 2026, either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

Our net sales were $2.35$2.54 billion for the three-months ended MarchJune 31,30, 2026. Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $89.3$48.5 million for the three-months ended MarchJune 31,30, 2026. Net sales on a foreign currency adjusted basis increased 22.1%17.9% for the three-months ended MarchJune 31,30, 2026.

The vast majority of our net sales are derived from our Monster Energy® Drinks segment. Net sales of our Monster Energy® Drinks segment were $2.19$2.36 billion for the three-months ended MarchJune 31,30, 2026. Net sales of our Strategic Brands segment were $126.7$143.7 million for the three-months ended MarchJune 31,30, 2026. Net sales of our Alcohol Brands segment were $32.7$32.2 million for the three-months ended MarchJune 31,30, 2026. Net sales of our Other segment were $5.3$5.4 million for the three-months ended MarchJune 31,30, 2026.

Our Monster Energy® Drinks segment represented 93.0%92.8% and 92.5%91.7% of our net sales for the three-months ended MarchJune 31,30, 2026 and 2025, respectively. Our Strategic Brands segment represented 5.4%5.7% and 5.3%6.2% of our net sales for the three-months ended MarchJune 31,30, 2026 and 2025, respectively. Our Alcohol Brands segment represented 1.4%1.3% and 1.9%1.8% of our net sales for the three-months ended MarchJune 31,30, 2026 and 2025, respectively. Our Other segment represented 0.2% and 0.3% of our net sales for the three-months ended MarchJune 31,30, 2026 and 2025, respectively.

Our growth strategy includes further developing our domestic markets and expanding our international business. Net sales to customers outside the United States were $1.06$1.16 billion for the three-months ended MarchJune 31,30, 2026, an increase of approximately $329.3$298.9 million, or 44.9%34.6% higher than net sales to customers outside of the United States of $733.2$864.2 million for the three-months ended MarchJune 31,30, 2025. Such sales were approximately 45%46% and 40%41% of net sales for the three-months ended MarchJune 31,30, 2026 and 2025, respectively. Net changes in foreign currency exchange rates had a favorable impact on net sales to customers outside of the United States of approximately $89.3$48.5 million for the three-months ended MarchJune 31,30, 2026. Net sales to customers outside the United States, on a foreign currency adjusted basis, increased 32.7%29.0% for the three-months ended MarchJune 31,30, 2026.

Our non-alcohol customers are primarily full service beverage bottlers/distributors, retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military. Our alcohol customers are primarily beer distributors who in turn sell to retailers within the alcohol distribution system. Percentages of our gross billings to our various customer types for the three- monthsand six-months ended MarchJune 31,30, 2026 and 2025 are reflected below. Such information includes sales made by us directly to the customer types concerned, which include our full service beverage bottlers/distributors in the United States. Such full service beverage bottlers/distributors in turn sell certain of our products to some of the same customer types listed below. We limit our description of our customer types to include only our sales to our full service bottlers/distributors without reference to such bottlers/distributors’ sales to their own customers.

Coca-Cola Europacific Partners accounted for approximately 17%16% and 15% of the Company’s net sales for the three-months ended June 30, 2026 and 2025, respectively. Coca-Cola Europacific Partners accounted for approximately 16% and 14% of the Company’s net sales for the three-monthssix-months ended MarchJune 31,30, 2026 and 2025, respectively.

Coca-Cola Consolidated, Inc. accounted for approximately 9% and 11% of the Company’s net sales for the three-months ended June 30, 2026 and 2025, respectively. Coca-Cola Consolidated, Inc. accounted for approximately 9% and 10% of the Company’s net sales for the three-monthssix-months ended MarchJune 31,30, 2026 and 2025, respectively.

The following table sets forth key statistics for the three-monthsthree- and six-months ended MarchJune 31,30, 2026 and 2025.

1Includes $9.9$10.0 million for both the three-months ended MarchJune 31,30, 2026 and 2025, related to the recognition of deferred revenue. Includes $19.9 million for both the six-months ended June 30, 2026 and 2025, related to the recognition of deferred revenue.

Three-Months Ended MarchJune 31,30, 2026 Compared to the Three-Months Ended MarchJune 31,30, 2025.

Net sales were $2.35$2.54 billion for the three-months ended MarchJune 31,30, 2026, an increase of approximately $498.7$425.9 million, or 26.9%20.2% higher than net sales of $1.85$2.11 billion for the three-months ended MarchJune 31,30, 2025. Net sales increased primarily due to increased worldwide sales of our Monster Energy® brand energy drinks as a result of increased consumer demand. Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $89.3$48.5 million for the three-months ended MarchJune 31,30, 2026. Net sales on a foreign currency adjusted basis increased 22.1%17.9% for the three-months ended MarchJune 31,30, 2026.

Net sales for the Monster Energy® Drinks segment were $2.19$2.36 billion for the three-months ended MarchJune 31,30, 2026, an increase of approximately $473.1$418.8 million, or 27.6%21.6% higher than net sales of $1.72$1.94 billion for the three-months ended MarchJune 31,30, 2025. Net sales increased primarily due to increased worldwide sales of our Monster Energy® brand energy drinks as a result of increased consumer demand. Net changes in foreign currency exchange rates had a favorable impact on net sales for the Monster Energy® Drinks segment of approximately $82.0$45.3 million for the three-months ended MarchJune 31,30, 2026. Net sales for the Monster Energy® Drinks segment on a foreign currency adjusted basis increased 22.8%19.3% for the three-months ended MarchJune 31,30, 2026.

Net sales for the Strategic Brands segment were $126.7$143.7 million for the three-months ended MarchJune 31,30, 2026, an increase of approximately $28.4$13.8 million, or 28.9%10.6% higher than net sales of $98.3$129.9 million for the three-months ended MarchJune 31,30, 2025. Net sales for the Strategic Brands segment increased primarily due to increased sales of our BurnFury®, Predator®, and FuryBurn® brand energy drinks, partially offset by decreased sales of NOS® energy drinks. Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $7.3$3.3 million for the Strategic Brands segment for the three-months ended MarchJune 31,30, 2026. Net sales for the Strategic Brands segment on a foreign currency adjusted basis increased 21.4%8.1% for the three-months ended MarchJune 31,30, 2026. Net sales of concentrates within the Strategic Brands segment tend to have more pronounced fluctuations from period to period as compared to net sales of our finished goods within the Monster Energy® Drinks segment primarily as a result of bottler production schedules.

Net sales for the Alcohol Brands segment were $32.7$32.2 million for the three-months ended MarchJune 31,30, 2026, a decrease of approximately $2.0$5.8 million, or 5.9%15.2% lower than net sales of $34.7$38.0 million for the three-months ended MarchJune 31,30, 2025. The decrease in net sales for the three-months ended MarchJune 31,30, 2026 was primarily due to decreased sales of craftThe beers.BeastTM product line.

Net sales for the Other segment were $5.3$5.4 million for the three-months ended MarchJune 31,30, 2026, a decrease of approximately $0.7$1.0 million, or 12.0%15.3% lower than net sales of $6.0$6.4 million for the three-months ended MarchJune 31,30, 2025.

Case sales for our energy drink products, in 192-ounce case equivalents, were 274.5304.9 million cases for the three-months ended MarchJune 31,30, 2026, an increase of approximately 61.455.6 million cases or 28.8%22.3% higher than case sales of 213.1249.3 million cases for the three-months ended MarchJune 31,30, 2025. The overall average net sales per case for our energy drink products (excluding net sales of Alcohol Brands and Other segments) decreased marginally to $8.44$8.20 for the three-months ended MarchJune 31,30, 2026 from $8.51$8.29 for the three-months ended MarchJune 31,30, 2025.

Case sales for our craft beers, FMBs and hard seltzers, in 192-ounce equivalents, were 2.3 million cases for the three-months ended MarchJune 31,30, 2026, a decrease of approximately 0.10.5 million cases or 5.7%16.1% lower than case sales of 2.42.8 million cases for the three-months ended MarchJune 31,30, 2025. Barrel sales for our craft beers, FMBs and hard seltzers, in 31 U.S. gallon equivalents, were 0.11 million barrels for the three-months ended MarchJune 31,30, 2026, a decrease of approximately 0.010.03 million barrels or 5.7%16.1% lower than barrel sales of 0.120.14 million barrels for the three-months ended MarchJune 31,30, 2025.

Gross profit was $1.29$1.42 billion for the three-months ended MarchJune 31,30, 2026, an increase of approximately $245.4$243.2 million, or 23.4%20.7% higher than the gross profit of $1.05$1.18 billion for the three-months ended MarchJune 31,30, 2025. The increase in gross profit dollars was primarily the result of the increase in net sales.

Gross profit as a percentage of net sales decreasedincreased slightly to 55.0%55.9% for the three-months ended MarchJune 31,30, 2026 from 56.5%55.7% for the three-months ended MarchJune 31,30, 2025. The decreaseincrease in gross profit as a percentage of net sales for the three-months ended MarchJune 31,30, 2026 was primarily the result of geographicalthe Pricing Actions and product sales mix, partially offset by increased aluminum can costscosts, geographical sales mix and increased freight-in costs, partially offset by the Pricing Actions.costs.

Total operating expenses were $563.4$679.2 million for the three-months ended MarchJune 31,30, 2026, an increase of approximately $85.2$134.4 million, or 17.8%24.7% higher than total operating expenses of $478.2$544.8 million for the three-months ended MarchJune 31,30, 2025.

The increase in operating expenses was primarily due to increased payroll expenses of $28.3 million, distribution expenses of $25.3 million and selling and marketing expenses of $22.7$72.3 million, distribution expenses of $36.8 million and payroll expenses of $18.0 million. The increase in selling and marketing expenses was primarily due to increased social, digital, media and other marketing expenses, including sponsorships and endorsements, in order to reach a broader consumer audience and increase household penetration. Operating expenses as a percentage of net sales for the three-months ended MarchJune 31,30, 2026 and 2025 were 23.9%26.8% and 25.8%, respectively.

Operating income was $730.0$740.4 million for the three-months ended MarchJune 31,30, 2026, an increase of approximately $160.2$108.8 million, or 28.1%17.2% higher than operating income of $569.7$631.6 million for the three-months ended MarchJune 31,30, 2025. Operating income as a percentage of net sales increaseddecreased to 31.0%29.2% for the three-months ended MarchJune 31,30, 2026 from 30.7%29.9% for the three-months ended MarchJune 31,30, 2025.

Operating income was $233.8$247.5 million and $142.6$164.1 million for the three-months ended MarchJune 31,30, 2026 and 2025, respectively, for our international operations, exclusive of Canada.

Operating income for the Monster Energy® Drinks segment, exclusive of corporate and unallocated expenses, was $848.9$875.7 million for the three-months ended MarchJune 31,30, 2026, an increase of approximately $168.5$118.2 million, or 24.8%15.6% higher than operating income of $680.4$757.5 million for the three-months ended MarchJune 31,30, 2025. The increase in operating income for the Monster Energy® Drinks segment was primarily the result of an increase in net sales.

Operating lossincome for the AlcoholStrategic Brands segment, exclusive of corporate and unallocated expenses, was $9.6$66.3 million for the three-months ended MarchJune 31,30, 2026, a decrease of approximately $11.8$1.5 million, or 55.1%2.2% lower than the operating lossincome of $21.5$67.9 million for the three-months ended MarchJune 31,30, 2025. The decrease in operating lossincome for the three-monthsStrategic endedBrands March 31, 2026segment was primarily duethe to decreased general administrative expensesresult of $8.1an million.increase in operating expenses.

Operating incomeloss for the OtherAlcohol Brands segment, exclusive of corporate and unallocated expenses, was $0.4$7.3 million for the three-months ended MarchJune 31,30, 2026, asa compareddecrease toof approximately $7.3 million, or 49.9% lower than the operating incomeloss of $0.2$14.6 million for the three-months ended MarchJune 31,30, 2025. The decrease in operating loss for the three-months ended June 30, 2026 was primarily due to decreased general administrative expenses.

Interest and other income, net, was $20.2$27.8 million for the three-months ended MarchJune 31,30, 2026, as compared to interest and other income, net, of $8.3$15.1 million for the three-months ended MarchJune 31,30, 2025. Interest income was $28.6$36.0 million and $16.8$18.1 million for the three-months ended MarchJune 31,30, 2026 and 2025, respectively. Interest expense was $0.6$0.8 million and $4.0$1.8 million for the three-months ended MarchJune 31,30, 2026 and 2025, respectively. Foreign currency transaction losses were $6.8$6.0 million and $3.7$2.1 million for the three-months ended MarchJune 31,30, 2026 and 2025, respectively.

Provision for income taxes was $180.6$183.7 million for the three-months ended MarchJune 31,30, 2026, an increase of $45.6$25.8 million from the provision for income taxes of $135.0$157.9 million for the three-months ended MarchJune 31,30, 2025. The effective combined federal, state and foreign tax rate increaseddecreased to 24.1%23.9% from 23.4%24.4% for the three-months ended MarchJune 31,30, 2026 and 2025, respectively.

Net income was $569.5$584.5 million for the three-months ended MarchJune 31,30, 2026, an increase of $126.5$95.7 million, or 28.6%19.6% higher than net income of $443.0$488.8 million for the three-months ended MarchJune 31,30, 2025.