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

The global beer industry and the broader alcohol industry are constantly evolving,evolving and our position within these industries and the success of our products in our markets may fundamentally change. If we do not successfully transform along with the evolving industries, market dynamics and consumer preferences, our business and financial results could be materially adversely affected. The brewing industry has significantly evolved over the years becoming an increasingly consolidated global beer market. For many years, the industry operated primarily on local presence with modest international expansion achieved through export, license and partnership arrangements. In contrast, it has now become increasingly complex and competitive as the consolidation of brewers has resulted in fewer major market participants. As a result of the increased global consolidation of brewers and the dynamic of expanding new segments within the industry with new market entrants, including the non-alcohol market,result, the markets in which we operate, particularly the more mature markets, like the U.S., Canada and the U.K., may evolve at a disadvantage to our current market position. Ongoing evolution in certain of our beer markets, together with emerging changes in consumer preferences, have resulted in a significant increase in market entrants, new and innovative products, consumer choices and market competition, as well as increased government scrutiny. In addition, local governments may intervene, which may fundamentally accelerate transformational changes to such markets. For example, the beer markets in the U.S. and Canada have long consisted of a select number of significant market participants with government-regulated routes to market. In Canada, changes to interprovincial trade rules, regulations, distribution models and packaging requirements, such as government-owned retail outlets and industry standard returnable bottles, may be disadvantageous to us. As discussed further below, in the second half of 2024, the licensed sale of beer, wine and ready-to-drink alcoholic beverages in the Province of Ontario was expanded to all convenience stores and all eligible grocery and big-box grocery stores. This ongoing evolution of the Ontario beer market may have a significant impact on the financial results of our ownership in Brewers Retail, Inc.competition.

Our Coors Light and Miller Lite brands in the Americas,Americas andrepresented approximately 55% of segment net sales in 2025 while, Carling, Staropramen, Coors, Madrí Excepcional, Ožujsko, and Bergenbier brands in EMEA&APAC represented aapproximately significant share45% of eachsegment respective segment'snet sales volumes in 2024,2025, andwith several of our other brands representrepresenting a significant share of their respective market.markets. Therefore, continued volatility in these markets could disproportionately impact the performance of these brands. Consequently, any material shift in consumer preferences away from these brands, or from the categories in which they compete, could have a material adverse effect on our business and financial results.

Furthermore, the broader alcohol industry is also experiencing a shift in consumer drinking preferences and behaviors due to, among others, downturns in economic conditions or perceived value, changing demographics and taste preferencespreferences, (such as the expansion in above premium products, specifically flavored malt beverages, ready-to-drink alcoholic beverages,RTDs, spirit-based beverages, cider,cider and other similar beverages, as well as a shift toward non-alcoholic beverages, health and wellness trends (including the use of glucagon-like peptide (GLP-1) agonists, and other similar beveragesagonists) downturns in economic conditions or perceived value,, as well as changes in consumers' perception of our brands and the brands of our competitors. If we are unsuccessful in evolving with, and navigating through, these changes to the markets in which we operate, there could be a material adverse effect on our business and financial results. If our competitors are able to respond more quickly to the evolving trends within beverage categories, or if our new products in these categories are not successful, our business and financial results may be adversely impacted.

Our success as an enterprise depends on our ability to successfully and timely premiumize our portfolio on a timely basis and innovate beyond beer,beer. and anyAny inability to deliver new products could have a material adverse effect on our business and financial results. As part of our Acceleration Plan, ourOur future growth will depend, in part, on our ability to continue to premiumize our portfolio and timely innovate and develop new products beyond traditional beer. In connection with our Acceleration Plan, weWe plan to continue to innovate, test and scale products. In addition, we also rely on certain arrangements with partner brands for innovation, development and growth in new products beyond beer. However, each of the launch and ongoing success of new products areis inherently uncertain, especially with respect to consumer appeal. The launch of a new product can give rise to a variety of incremental or one-time costs and an unsuccessful launch or short-lived popularity of our product innovations could, among other things, affect consumer perception of our existing brands and our reputation as well as result in inventory write-offs and other costs. Our inability to attract consumers to our product innovations relative to our competitors’ products, especially over time, could have a material adverse effect on our growth, business and financial results.

Weak, or weakening of, economic, social or other conditions in the markets in which we do business, including cost inflation, tariffs and reductions in discretionary consumer spending, could adversely impact demand for our products or cause consumers to suffer financial hardship, which could have a material adverse effect on our business and financial results. Consumption of our products in some of our markets could be closely tied to general economic conditions. As a result, difficult macroeconomic conditions in our markets, such as further decreases in per capita income and level of disposable income driven by increases in inflation, impacts of tariffs, energy costs, income (and other) taxes and the cost of living, increased and prolonged unemployment or a further decline in consumer confidence, as well as limited or significantly reduced points of access of our product, political or economic instability or other country-specific factors, could continue to have a material adverse effect on the demand for our products.

Because our product sales rely on discretionary spending by consumers, recessions, economic downturns, price instability, inflation, tariffs, slowing economic growth, social and political instability, violent crime, war, terrorism and related matters in the markets where we compete could negatively affect our revenues and financial performance, and adversely impact our ability to grow or sustain our business. For example, under difficult or deteriorating economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products by shifting away from our premium and above premium products to lower-priced products offered by us or our competitors, by shifting from on-premise to off-premise consumption, or by shifting purchase to other categories, such as legal cannabis, delta-9, other hemp derived products, or online gambling, each of which could negatively impact our net sales and financial results. A significant portion of our consolidated net sales are concentrated in the U.S., Canada and countries in Europe. Therefore, unfavorable macroeconomic conditions could negatively affect consumer demand for our products in these important markets, which could reduce our profitability, and consequently may negatively affect the results of operations in our Americas and EMEA&APAC segments.

Our operations are dependent on the global supply chain and face significant exposure to changes in commodity and other input prices, impacts of supply chain constraints and disruptions and inflationary pressures, including tariffs, which could adversely impact our operating results. We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products. Geopolitical tensions and political conflicts could adversely impact our employees, financial performance and global operations, including by, among other things, jeopardizing the safety of our employees and facilities, disrupting our and our partners' operations and causing market volatility, which could adversely impact consumer demand and our sales. Our business has been, and may continue to be, impacted by supply chain constraints and disruptions, caused in part, by wars and conflicts, such as the Russia-Ukraine conflictconflict, and the uncertain economic environment worldwide. These supply chain constraints could put significant inflationary pressures on commodity and other input prices. Supply chain disruptions may cause delays in shipments of our products and supplies. Failure to adequately produce and timely ship our products to customers could potentially lead to lost potential revenue, failure to meet customer demand, strained relationships with customers including wholesalers, and diminished brand loyalty. Further escalation of geopolitical tensions, including increased trade barriers or restrictions on global trade driven in part by increased tariffs, could result in, among other things, broader impacts that expand into other markets, economic recessions, inflationary pressures, cyberattacks, energy supply availability shortages, supply chain and logistics cost increases or disruptions, lower consumer demand and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain.

We purchase and use a large volume of agricultural and other raw materials, which are purchased through supply contracts with third parties, to produce our products (including barley, malted barley, hops, corn and other various adjuncts), as well as water and packaging materials (including aluminum cans and bottles, glass and polyethylene terephthalate containers as well as cardboard and other paper products). In addition, we also purchase and use a significant amount of diesel fuel, natural gas, electricity and carbon dioxide in our operations. The supply and price of these raw materials and commodities can fluctuate due to conditions that are difficult to predict and are beyond our control, including global geopolitical conditions or events (including the Russia-Ukraine conflict,conflict), especiallygovernmental asregulations (including tariffs that can cause the Midwest Premium to fluctuate and including extended producer responsibility requirements which lead to producers paying the impactfull onvalue energychain supplyrecycling pricesof packaging materials sold), global competition for resources, inflationary pressures related to domestic and global economic conditions or supply chain issues, currency fluctuations, alternative sources for suppliers, disease outbreaks or pandemics, trade agreements, governmental regulations (including tariffs), frosts, droughts and other weather conditions and events, agricultural productivity, crop and plant diseases, theft, industry surcharges and other practices.

Cybersecurity incidents impacting our information systems,systems and violations of data privacy laws and regulations could disrupt our business operations and adversely impact our reputation and results of operations. Our information systems may be the target of cyberattacks or other security breaches, which, if successful, could, among other things, disrupt our operations, applications andor services, cause the loss of key business, employee, customer or vendor information, cause us to breach our legal, regulatory or contractual obligations, prevent us from accessing or relying upon critical business records, cause reputational damage, or impact the costs or ability to obtain adequate insurance coverage. These incidents may result from human errors, equipment failure, or fraud or malice on the part of employees or third parties. The risk of cyber threats or cyberattacks increases as we rely more on digital partners, including supply-chain partners integrated into our business, who may also be the target of cyberattacks or other security breaches. If our information systems suffer severe disruption, damage, or shutdown we could experience delays and disruptions in our business, including brewery operations, production andor shipmentsshipments, andor delays in reporting our financial results, such as those we experienced with the March 2021 cybersecurity incident, which could adversely affect our cash flows, competitive position, reputation, financial condition or results of operations. A breach of our information systems could subject us to litigation, including class action or derivative lawsuits, regulatory fines, and penalties, any of which could have a material adverse effect on our financial results or reputation. InWe recentcontinue years,to we have experiencedexperience an increase in the number of attempted cyberattacks due, in part, to the largeincreasing numberreliance of our employeesemployees, vendors and contractors thaton aredistributed, workinghybrid, and accessingmobile access to work and access our technology infrastructure remotely because of shifts in working arrangements. Furthermore, continued geopolitical turmoil, including the Russia-Ukraine conflict, has heightened the risk of cyberattacks. As discussed further below, the rapid evolution and increased adoption of artificial intelligence and machine learning technologies by third parties (including threat actors) may intensifyincrease our cybersecurity risks.

We expend significant financial resources to attempt to vigorously monitor and mitigate against cyber threats and cyberattacks. We may be required to incur further costs to alleviate problems and remedy damage caused by physical, electronic and cybersecurity breaches and to address possible increased information system attacks as a result of the incident, which could have a material adverse effect on our business and financial results. Additionally, these events may not be insured against or may not be fully covered by any insurance maintained by us and there is no assurance that theliability limitations of liabilityclauses in any of our contracts would be enforceable or adequate to protect us from liabilities or damages as a result of a cybersecurity incident.incident (including incidents affecting our third-party vendors). As techniques used to breach security are growing in frequency and sophistication and are generally not recognized until launched against a target, we may not be able to implement security measures in a timely manner or, if and when implemented, these measures could be circumvented regardless of our expenditures and protection efforts. We could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or replace networks and information systems, which could have a material adverse effect on our business and financial results.

Misuse, leakage or falsification of information could result in a violation of data privacy laws andor regulations, including but not limited to, the European Union'sEU's General Data Protection Regulation, California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act and other similar comprehensive data privacy laws, may damage our reputation and credibility or expose us to increased risk of lawsuits, loss of existing or potential future customers and/or increases in our security costs and compliance burden, any of which could have a material adverse effect on our business and financial results. Other jurisdictions in which we operate have enacted or are proposing similar laws and regulations related to data privacy.privacy and data security. These laws and regulations are evolving and subject to interpretation. In addition, we may suffer financial and reputational damage because of lost or misappropriated information relating to identifiable individuals and may become subject to legal action and increased regulatory oversight or consumers may avoid our brands due to negative publicity. In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, even if encrypted, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data.data directly. Further, the regulatory framework around data custody, data privacy and breaches may be inconsistent from one jurisdiction to another and is an evolving area of law. We may not be able to limit our liability or damages in the event of such a loss.

Furthermore, the cybersecurity and data privacy regulatory environment, including, but not limited to, the SEC's disclosure-related cybersecurity rules, is increasingly challenging, and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks. For example, emerging regulations, such as the EU's Network and Information Security (NIS2), may lead to significant financial penalties, potential executive-level legal liability, mandated urgent corrective actions, operational disruptions, and/or increased cyber-incident impact if our governance, monitoring, or incident-reporting controls are insufficient.

Due to a high concentration of workers represented by unions or works councils, we could be significantly affected by labor strikes, work stoppages or other employee-related issues. As of December 31, 2024,2025, approximately 28%27% and 24%25% of our Americas and EMEA&APAC workforces, respectively, are represented by labor unions or councils. Stringent labor laws in certain of our key markets expose us to a greater risk of loss should we experience labor disruptions in those markets. From time to time, our collective bargaining agreements come due for renegotiation, and, if we are unable to timely complete negotiations, affected employees may strike, which could have an adverse effect on our business and financial results. Furthermore, there may be additional work stoppages, unionization efforts or other employee-related issues, either prior to or following the expiration of these agreements, each of which could significantly affect our business and financial results. A prolonged labor strike, work stoppage, unionization efforts or other employee-related issues could have a material adverse effect on our business and financial results. For example, in the first few months of 2021, we experienced a labor disruption with our Toronto brewery unionized employees resulting from on going negotiations of the collective bargaining agreement which resulted in slower than expected production at the Toronto brewery in the first few months of 2021. In addition, at the end of March 2022 through mid-June 2022, the unionized employees in our MontrealMontréal/Longueuil, Québec brewery and distribution centers went on strike, which significantly adversely affected our business, operations and financial results during the second and third quarters of 2022. Furthermore, in February 2024, the unionized employees at our Fort Worth, Texas brewery went on strike, which adversely affected our business, operations and financial results during the second quarter of 2024.

WeOur dependsuccess depends largely on key personnel, and the loss of whomsuch personnel or failure to appropriately manage our CEO transition could harm our business,business and our ability to execute our strategy and labor shortages, employee turnover and wage increases could also significantly impact our operations. TheOur success depends largely on the continued services of key personnel and their ability to execute our corporate strategy. Further, in September 2025, we announced the appointment of Rahul Goyal as our President and CEO, following the announcement of Gavin D.K. Hattersley's retirement from our Company. Our future performance will depend, in part, on the successful transition of Mr. Goyal as our new CEO as well as his ability to lead our Company. If we do not successfully manage our CEO transition, it could be viewed negatively by our customers, employees or investors and could have an adverse impact on our business. Further, the loss of the services and expertise of any key employee, or multiple members of senior management at the same time, could harm our business. Our future success dependsdepends, in part, on our ability to identify, attract and retain qualified personnel on a timely basis. If we were to experience turnover of any key employee or multiple members of senior management at the same time, or if a member or members of our senior management were to become ill or incapacitated, our stock price, our results of operations, our commercial and supply chain operations and our vendor or customer relationships could each be adversely impacted and such events may make recruiting for future management positions more difficult. The labor market for many of our employees is very competitive, and wages and compensation costs continue to increase. Our ability to attract and retain key talent has been, and may continue to be, impacted by challenges in the labor market, which has recently been experiencing wage inflation, labor shortages, and a continued shift toward remote work. In addition, labor costs are rising and our industry is experiencing a shortage of qualified workers. If we face labor shortages and/or increased labor costs as a result of increased competition for employees, higher employee turnover rates, or increases in employee benefits costs, our operating expenses could increase, which could negatively impact our growth and results of operations. Labor shortages, higher employee turnover rates and labor union organizing efforts could also lead to disruptions in our business, as discussed above. In addition, we must successfully integrate any new management personnel that we hire within our organization, or who join our organization as a result of an acquisition, in order to achieve our operating objectives, and changes in other key management positions may temporarily affect our financial performance and results of operations as new management becomes familiar with our business.

If any of our breweries or key facilities or the key facilities of our significant suppliers experience a significant operational disruption or catastrophic loss, it could delay, disrupt or reduce production, shipments and revenue, and result in potentially significant expenses to repair or replace these properties. We experienced certain of the foregoing risks and losses in connection with the March 2021 cybersecurity incident and the coronavirus pandemic in 2020. Certain catastrophes are not covered by our general insurance policies, which could result in significant unrecoverable losses. Our business and results of operations could also be adversely impacted by under-investment in physical assets or production capacity, including contract brewing and impact the priority of our brands if production capacity is limited. Further, significant excess capacity at any of our breweries as a result of increased efficiencies in our supply chain process or continued volume declines could result in under-utilization of our assets, which could lead to excess overhead expenses or additional costs incurred associated with the closure of one or more of our facilities. For example, as part of a strategic review of our supply chain network, certain breweries and bottling lines were closed in recent years, and we have incurred brewery closure costs, including charges associated with the closure of our breweries in Chippewa Falls, Wisconsin, and 10th Street in Milwaukee, Wisconsin in late 2024 and Irwindale,early California.2025. We regularly review our supply chain network in an attempt to ensure that our supply chain capacity is aligned with the needs of the business. Such reviews could potentially result in further closures and the related costs could be material.

Public concern over climate change has resulted in, and may continue to result in, new or increased regional, federal and global legal and regulatory requirements, including taxation, to reduce or mitigate carbon emissions and to limit or impose additional costs on carbon and water usage or other climate-related objectives. In the event that such regulation is more stringent than current regulatory obligations, or the measures that we are currently undertaking to monitor and improve our resource efficiency are insufficient, we may experience disruptions in, or increases in our costs of, operation and delivery to comply with new regulatory requirements due to investments in facilities and equipment or the relocation of our facilities. If we or our suppliers are required to comply with these laws and regulations, or if we choose to take additional voluntary steps to reduce or mitigate our impact on the climate, we may experience increased costs for energy, production, transportation, and raw materials, increased capital expenditures, or increased insurance premiums and deductibles, each of which could adversely impact our operations. In particular, proposed, new or inconsistent regulation and taxation of fuel and energy could increase the cost of complying with such laws and regulations as well as the cost of operation, including fuel required to operate our facilities or transport and distribute our products, thereby increasing the distribution and supply chain costs associated with our products. AnyAs legislation across Europe is changing rapidly at both the EU and national level, a full assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, iswould uncertainbe uncertain, given the wide scope of potential regulatory change in the countries in which we operate. Such an assessment could also result in additional administrative and cost burdens.

We have substantial brewery operations in the states of Colorado and Texas, which have been areas vulnerable to water scarcity conditions. Certain western states in the U.S. areare, experiencinghave, anor may in the future experience extended drought,droughts, which can impact the quality and quantity of agricultural ingredients such as barley and hops. One of our facilities in the U.K. has had water use restrictions imposed on its operations due to increased domestic demand on the underlying groundwater aquifer. The continuation or recurrence of such conditions could have an adverse effect upon our agricultural supply chain. We and our suppliers are dependent on sufficient amounts of quality water for operation of our breweries and key facilities and the key facilities of our significant suppliers. The suppliers of the agricultural raw materials we purchase are also dependent upon sufficient supplies of quality water for their fields. A substantial reduction in water in certain agricultural areas could result in material losses of crops, such as barley or hops, which could lead to a shortage of our product supply. If water available to our operations or the operations of our suppliers becomes scarce or the quality of that water deteriorates, we may incur increased production costs that we are unable or choose not to pass along to distributors through increased prices, or face production constraints, which could adversely affect our business and financial results.

Our debt level subjects us to financial and operating risks,risks and the agreements governing such debt subject us to financial and operating covenants and restrictions. Our indebtedness subjects us to various financial and operating covenants, including, but not limited to, restrictions on priority indebtedness, leverage thresholds, liens, certain types of secured debt and certain types of sale lease-back transactions and transfers of assets, each of which may limit our flexibility in responding to our business needs. If we are not able to maintain compliance with stated financial covenants or if we breach other covenants in any debt agreement, we could be in default under such agreement or trigger a cross-default of other debt instruments. Such a default would adversely affect our credit ratings, may allow our creditors to accelerate the related indebtedness, and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

•limit our flexibility to plan for and adjust to changing business and market conditions, including successfully execute our Accelerationbusiness Plan,strategy, and increase our vulnerability to general adverse economic and industry conditions;

•require us to make unfavorable changes to our financing structure or require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund strategic opportunities, including acquisitions or other investments, working capital, businesscapital activities,expenditures, dividend payments, share repurchases and other general corporate requirements; and

A deterioration in our credit rating could increase our borrowing rates or have an adverse effect on our ability to obtain future financing or refinance current debt. Ratings agencies may downgrade our credit ratings below their current investment grade levels if we are, or are at risk of being, unable to meet our deleveraging commitments. Although we have publicly expressed our intention to maintain an investment grade debt rating, ratings are determined by third-party rating agencies and in some cases the events that may cause us to suffer a ratings downgrade are unpredictable and outside of our control, such as evolving industry dynamics, changes in consumer taste preferences and behaviors, the macroeconomic climate or political instability. A credit rating downgrade, particularly a downgrade below investment grade, could increase our costs of future borrowing, negatively impact our hedging instruments or sources of short-term liquidity and harm our ability to refinance our debt in the future on acceptable terms or access the capital markets.markets, all of which could have a material adverse effect on our financial position. Deterioration of our credit rating may also raise governance issues within theour Company and with external regulators.

We may incur impairments of the carrying value of our goodwill and other intangible assets which could have a material adverse effect on our financial results. In connection with various business combinations, we have historically allocated material amounts of the related purchase prices to goodwill and other intangible assets, including those considered to have indefinite useful lives. These assets are tested for impairment when required by accounting principles generally accepted in the United States, using estimates and assumptions affected by factors such as economic and industry conditions and changes in operating performance. Additionally, in conjunction with the indefinite-lived intangible asset impairment tests, we also reassess each asset's indefinite-life classification. Potential resulting charges from an impairment of goodwill or brand intangible, as well as reclassification of an indefinite-lived to a definite-lived brand intangible, could have a material adverse effect on our results of operations. For example, the results of our 2022 annual goodwill impairment testing indicated that the fair value of our Americas reporting unit was below its carrying value. As a result, we recorded a partial impairment charge of $845.0 million in our consolidated statements of operations during the fourththird quarter of 2022.2025, Additionally,as thewe began updating our long-range plan based on current year results ofto ourdate 2023and annualindustry impairmentconditions, testingwe identified a triggering event that indicated it was more likely than not that the carrying value of the StaropramenAmericas familyreporting unit exceeded its fair value. An impairment test was completed as of brandsAugust indefinite-lived31, intangible2025 assetand as a result, the carrying value of the Americas reporting unit was determined to be in excess of its fair value such that a partial goodwill impairment chargeloss of $160.7$3,645.7 million was recorded in our consolidated statements of operations during the third quarter of 2025. In addition, during the fourth quarter of 2023.2022, we recorded a partial goodwill impairment charge of $845.0 million as a result of our 2022 annual goodwill impairment testing of the Americas reporting unit in our consolidated statements of operations during the fourth quarter of 2022. As of the year ended December 31, 2024,2025, the EMEA&APAC reporting unit was fully impaired while the Americas reporting unit had $5.6$1.9 billion of goodwill remaining.

Our impairment analysis, conducted as of October 1, 2024, the first day of our fiscal fourth quarter, indicated that the Americas reporting unit was at a heightened risk of future impairment in the event of significant unfavorable changes in the forecasted cash flows (including Company-specific risks like the performance of our premiumization efforts, expansion in products beyond beer and overall market performance, along with macroeconomic risks, or significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof), terminal growth rates, market multiples and/or weighted-average cost of capital utilized in the discounted cash flow analyses. The fair values of our Americas reporting unit and indefinite-lived intangible assets are sensitive to the aforementioned potential unfavorable changes that could have an adverse impact on future analyses. Any future impairment of the Americas reporting unit or our intangible assets, or reclassification of indefinite-lived intangible assets to definite-lived, may result in charges that could have a material adverse effect on our financial results, as evidenced by the charges incurred during the fourththird quartersquarter of 2025 as well as 2023 and 2022, as previously noted above. The testing of our goodwill for impairment is also predicated upon our determination of our reporting units. Any change to the conclusion of our reporting units or the aggregation of components within our reporting units could result in a different outcome to our annual impairment test. See Part II—Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations, "Critical Accounting Estimates" and Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible Assets" for additional information related to the results of our annual impairment testing.

The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price. Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, our Accelerationcurrent Plan,strategy, industry performance, category growth, development and launch of innovative new products, market share projections, product pricing, sales, volume and product mix, foreign exchange rates and volatility, effective tax rates, interest rates, depreciation and amortization costs, commodity prices, tariffs, distribution costs, cost savings initiatives, accruals for estimated liabilities, including litigation reserves,reserves and potential increases in costs under our self-insured health care plans, measurement of benefit obligations for pension and other postretirement benefit plans, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, pay dividends and meet debt obligations. In addition, our ability to achieve the goals set by our Accelerationcurrent strategy, including the Americas Restructuring Plan goals,announced in October of 2025, and the anticipated benefits, are subject to various assumptions and uncertainties. There is no assurance that we will fully realize the anticipated financial benefits or execute successfully on our Accelerationcurrent Planstrategy in the time frames we desire or at all. Our financial projections are based on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances and at the time they are made, and our actual results may differ materially from our financial projections. Any material variation between our financial projections and our actual results may adversely affect our future profitability, cash flows and stock price.

•disruptions of operations that may be caused by strikes, work stoppages, labor unrestunrest, fire or natural disasters;

Termination or changes of one or more manufacturer, distribution or production agreements, or issues caused by our dependence on the parties to these agreements, could have a material adverse effect on our business and financial results. We manufacture and distribute products of other beverage companies through various joint venture,ventures, licensing, distribution, contract brewing or other similar arrangements, such as our agreement to produce, import, market, distribute and sell certain Heineken brands in Canada, and our arrangements with ABI to brew and distribute Beck's, Stella Artois, and Lowenbrau and to distribute Hoegaarden, Leffe, and Corona in Central Europe. In addition, weWe also have authorizations from TheRed Coca-ColaTree CompanyBeverages, LLC that grant us the right to produce, market, advertise, promote, sell and distribute products bearing the Simply Spiked branded productstrademark in the U.S. and Canada, as well as the Topo Chico Hard Seltzer trademark in the U.S. In addition, we have a license agreement to produce, market, distribute and sell Fever-Tree products in the U.S. These agreements have varying expiration dates and performance criteria. The non-renewal or loss of one or more of these arrangements, because of failure to perform or failure to agree to terms of an extension, or as a result of industry consolidation or otherwise, could have a material adverse effect on our business and financial results.

As part of our efforts to streamline operations and to manage capital investments, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers’ orders on a timely basis. The ability of these third parties to perform is largely outside of our control. If one or more of these parties experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, which could increase our costs or prevent or delay the delivery of our products. Further, our business includes various joint ventureventures and industry agreements which standardizeoptimize parts of the supply chain. AnFor example, we have entered into joint ventures with Ball Corporation (i.e., Rocky Mountain Metal Container), and with Owens-Brockway Glass Container Inc. (i.e., Rocky Mountain Bottle Company), for a portion of our aluminum and glass packaging supply in the U.S., respectively. Another example includes our warehousing and customer delivery systems in Canada organized under joint venture agreements with other brewers. Any negative change in these agreements or material terms within these agreements could have a significant adverse effect on our business and financial results. Another example is the secondary distribution in the U.K. which has limited options. If we are unable to continue to outsource our secondary distribution services, we may have to in-source distribution which could have adverse impacts to our business and financial results. Additionally, in the U.K. we market, distribute and sell the products of other beverage companies through our factored channel whereby we provide a one-stop shop service to on-premise customers, combining spirits, soft drinks, wines and beer products. If these factored agreements are not renewed due to consolidations, market conditions or competitors securing the contracts, or we fail to deliver any sales commitments under such partnerships, this may have a material adverse effect on our financial and business operations.

Changes in tax, environmental, trade or other regulations or failure to comply with existing licensing, trade and other regulations could cause volatility or have a material adverse effect on our business and financial results. Our business is highly regulated by national, state, provincial and local laws and regulations in various jurisdictions regarding such matters asgoverning tariffs, licensing requirements,licensing, trade and pricing practices, taxation, labeling, advertising, promotion and marketing practices, relationshipsdistributor with distributors,relationships, environmental matters, packaging material regulations,and ingredient regulations, unclaimed property and other matters. These laws and regulations are subjectfrequently torevised frequentor changesreinterpreted and re-evaluation,are varyinginfluenced interpretationsby political developments and politicalregulatory debatescrutiny andany inquiries from government regulators charged with their enforcement,of which could have a material adverse effect on our business and financial results.

For more than two centuries, we have brewed beverages that unite people to celebrate all life’s moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and OžujskoOžujsko, to our above premium brands including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy, to our economy and value brands like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer, spirits like Five Trail whiskey and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy, Fever-Tree, among others, through license, distribution, partnership and joint venture agreements. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

A discussion related to the results of operations and changes in financial condition for 20232024 compared to 20222023 has been omitted from this report, but may be found in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 20232024 Form 10-K, filed with the SEC on February 20,18, 2024,2025, which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.

On September 26, 2024, we purchased annuity contracts for two of our Canadian pension plans. As a result, on September 30, 2024, we remeasured both pension plans and recorded a total settlement loss of $34.0 million to other pension and postretirement benefit (costcosts), net in theour consolidated statements of operations.operations during the third quarter of 2024. See Part II—Item 8 Financial Statements and Supplementary Data, Note 11, "Employee Retirement Plans and Postretirement Benefits" and Part II—Item 8 Financial Statements and Supplementary Data, Note 15, "Accumulated Other Comprehensive Income (Loss)" for further information.

InDuring March 2024, our partner ofin Cobra Beer Partnership, Ltd. ("CBPL") exercised a put option under our partnership agreement which required us to acquire the remaining 49.9% ownership interest. We adjusted ourthe NCI by $34.5 million to our best estimate of the redemption value that existed at the time of the put option exercise by increasing our net income attributable to noncontrolling interests and decreasing our net income attributable to MCBC. In addition, we received the final determination of the redemption value in the third quarter ofOctober 2024 and as the transaction was considered mandatorily redeemable, we recorded an adjustment of $45.8 million to interest expense in the EMEA&APAC segment.segment during the third quarter of 2024. The transaction was finalized on October 21, 2024, resulting in a cash payment of $89 million which was recorded as a cash outflow from financing activities. See further discussion of this transaction in Part II—Item 8 Financial Statements and Supplementary Data, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies".

During the third quarter of 2024, we decided to wind down or sell certain of our U.S. craft businesses and related facilitiesfacilities. andWe recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation of $17.9 million and $93.6 million.million during the year ended December 31, 2025 and December 31, 2024, respectively. In addition, during the year ended December 31, 2024, we recognized a loss of $41.2 million onrelated to the disposal of the sold businesses. WeRestructuring expectcharges related to continuethese toactions incurare incremental restructuring charges during the first quarter of 2025 through completion of wind down and closure of certain remaining U.S. craft facilities.complete. See Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" for further information.

StaropramenIntangible BrandsAsset Impairment

During the fourththird quarter of 2023,2025, we recorded a partial impairment charge of $160.7$198.6 million to our indefinite-lived intangible asset related to the Staropramen family of brands indefinite-lived intangible asset within theother EMEA&APACoperating segmentincome as(expense), anet resultin our consolidated statements of our annual impairment analysis.operations. See Part II—Item 8 Financial Statements and Supplementary Data, Note 6,17, "GoodwillOther andOperating IntangibleIncome Assets(Expense), net" for further information.

For the year ended December 31, 2024,2025, foreign currency movements had the following impacts on our USD consolidated results of operations:

•MG&ANet sales - Favorable impact of $2.8$77.6 million (favorable impact for AmericasEMEA&APAC of $6.5$99.0 million, partially offset by the unfavorable impact for EMEA&APACAmericas of $3.7$21.4 million).

•IncomeCost (loss)of beforegoods income taxessold - Unfavorable impact of $7.0$50.1 million (unfavorable impact for Americas and EMEA&APAC of $7.0 million and $2.3$63.6 million, respectively, partially offset by the favorable impact for UnallocatedAmericas of $2.3$13.5 million).

The impacts of foreign currency movements on our consolidated USD results described above for the year ended December 31, 2024,2025, were primarily due to the weakening of the USD compared to the GBP, EUR and CZK, partially offset by the strengthening of the USD compared to the CAD and CZK, partially offset by the weakening of the USD compared to the GBP.CAD.

Included in these amounts are both translational and transactional impacts of changes in foreign exchange rates. We calculate the impact of foreign exchange by translating our current period local currency results at the average exchange rates used to translate the financial statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for the period. The impact of transactional foreign currency gains and losses, including the impact of undesignated foreign currency forwards,losses is recorded within other non-operating income (expense), net in our consolidated statements of operations.

Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as contract brewing, factored non-owned volume and company-owned distribution volume. This metric is presented on a sales-to-wholesalers ("STW") basis to reflect the sales from our operations to our direct customers, generally distributors. We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements. Factored volume in our EMEA&APAC segment isrepresents the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel such as bars and restaurants,channel, which is a common arrangement in the U.K.

Net sales decreased 0.6%4.2% for the year ended December 31, 2024,2025, compared to prior yearyear, driven by lower financial volumes,volume, partially offset by favorable price and sales mix.mix and favorable foreign currency impacts.

Financial volumesvolume decreased 5.0%8.6% for the year ended December 31, 2024,2025, compared to prior year, primarily due to lower shipments in the Americas, including lower contract brewing volumes representing almost half ofboth the declineAmericas as well as the impact of the macroeconomic environment resulting in industry softness.and EMEA&APAC financialsegments volumesas alsodescribed decreasedin 2.6%.further detail in the “Segment Results of Operations” section below.

Price and sales mix favorably impacted net sales by 3.8% for the year ended December 31, 2024, by 4.4%,2025, primarily due to favorable sales mix and increased net pricing asin wellboth assegments. Americas favorable sales mix forwas bothprimarily segments,driven including as a result ofby lower contract brewing volumes in the Americas as well as premiumizationvolume and favorablepositive channelbrand mixmix. inNet EMEA&APAC.sales per hectoliter increased 4.8%.

We utilize cost of goods sold per hectoliter, as well as the year over year changes in this metric, as a key metric for analyzing our results. This metric is calculated as cost of goods sold per our consolidated statements of operations divided by financial volume for the respective period. We believe this metric is important and useful for investors and management because it provides an indication of the trends of sales mix and other cost impacts on our cost of goods sold.

Cost of goods sold decreased 3.3%3.2% for the year ended December 31, 2024,2025, compared to prior year, primarily due to lower financial volumes,volume, partially offset by higher cost of goods sold per hectoliter.hectoliter and the unfavorable foreign currency impact of $50.1 million. Cost of goods sold per hectoliter increased 1.8%5.8% for the year ended December 31, 2024,2025, compared to prior year, primarily due to unfavorable mix driven by lower contract brewing volume in the Americas segment and premiumization, volume deleverage, cost inflation related to materials and manufacturing expenses,expenses including an approximate $35 million unfavorable miximpact drivento bycost lowerof contractgoods brewingsold volumesattributable andto volumeMidwest deleveragePremium inpricing theas Americaswell segment,as unfavorable foreign currency impact, partially offset by favorable changes in our unrealized mark-to-market commodity derivative positions of $133.0 million and cost savings initiatives.

MG&A expenses decreased 2.2%2.7% for the year ended December 31, 2024,2025, compared to prior year, primarily due to lower short-term incentive compensation expense of approximately $70 million and lower marketing resultinginvestment, partially offset by approximately $30 million of integration and transition fees from cyclingthe higherFevertree investmentUSA, levelsInc. acquisition which will be recoverable through net sales over the next 3 years which started in the priorsecond year.quarter of 2025 and costs incurred related to our global modernization ERP system implementation project.

Total non-operating expense, net increasedimproved 34.7%27.6% for the year ended December 31, 2024,2025, compared to prior yearyear, primarily due to higherthe interestcycling expense driven byof a prior year $45.8 million adjustment recorded to interest expense to increase our mandatorily redeemable NCI liability to the final redemption value related to the CBPL buyout recorded inbuyout, the third quartercycling of 2024,a aprior year settlement loss of $34.0 million recorded as a result of Canadian pension plan annuity purchases and unfavorablea transactionalfavorable foreign$31.7 currencymillion impacts,unrealized fair value adjustment of the investment in Fevertree Drinks plc in the current year, partially offset by higherlower interest income, lower pension and OPEB non-service benefit.benefit and higher interest expense as a result of the issuance of EUR 800 million 3.8% senior notes in the second quarter of 2024.

(1)Includes gross inter-segment sales and volumesvolume which are eliminated in the consolidated totals.

Net sales decreased 2.0%5.7% for the year ended December 31, 2024,2025, compared to prior year, driven by lower financial volumesvolume and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.

Financial volumes decreased 5.7%9.2% for the year ended December 31, 2024,2025, compared to prior year, primarily due to lower contract brewing volumes related to the wind down of a U.S. contractvolume brewingimpacted arrangement (1.9 million hectoliters) and lower U.S. volumes due toby the macroeconomic environment resulting in industry softness partlyas offsetwell byas lower share performance and an increaseapproximate 3% impact from lower contract brewing volume resulting from the exit of contract brewing arrangements in volumesthe inU.S. and Canada.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") in this Quarterly Report on Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("Annual Report"), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report. DueThe toresults of operations for the seasonalitythree ofand oursix operatingmonths results,ended quarterlyJune financial30, results2026, are not necessarily indicative of the results that may be achieved for the full year or any other future period.

For example, the surcharge added to the base price of aluminum in the U.S., known as the Midwest Premium, rose substantially in the second quarter of 2025, and base aluminum and fuel prices have also been volatile and remain at elevated levels. In addition to impacting the prices of raw materials, a constant or periodic change in these commodities has and may continue to decrease our profit margins or we may pass on the increased costs to our consumers,customers, which could in turn result in the loss of sales if the end consumer is not willing to pay the increased price.

The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025. See Part I.—Item 1. Financial Statements for additional details of our U.S. GAAP results.

For the three months ended MarchJune 31,30, 2026, foreign currency movements had the following impacts on our USD consolidated results:

•CostNet of goods soldsales - UnfavorableFavorable impact of $31.9$10.4 million (UnfavorableFavorable impact for EMEA&APAC and Americas of $25.6 million and $7.4$11.1 million, respectively, partially offset by the favorableunfavorable impact for UnallocatedAmericas of $1.1$0.7 million).

•MG&ACost of goods sold - Unfavorable impact of $16.1$6.8 million (Unfavorable impact for EMEA&APAC andof $7.8 million, partially offset by the favorable impact for Americas and Unallocated of $12.3$0.5 million and $3.8$0.5 million, respectively).

•Income (loss) before income taxesMG&A - Unfavorable impact of $4.6$2.9 million (Unfavorable impact for EMEA&APAC and Americas of $5.4 million and $1.6$3.1 million, respectively, partially offset by the favorable impact for UnallocatedAmericas of $2.4$0.2 million).

The impacts of foreign currency movements on our consolidated USD results described above for the three months ended MarchJune 31,30, 2026 were primarily due to the weakening of the USD compared to the CAD, GBP and other operating currencies in Europe.Europe and the strengthening of the USD compared to the CAD.

Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as contract brewing, factored non-owned volume and company-owned distributiondistributor volume. This metric is presented on a sales-to-wholesalers basis to reflect the sales from our operations to our direct customers, generally distributors. We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements. Factored volume in our EMEA&APAC segment represents the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel, which is a common arrangement in the U.K. and other European countries.

The following table highlights the drivers of the change in net sales for the three months ended MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025 (in percentages):

Net sales increaseddecreased 2.0%3.3% for the three months ended MarchJune 31,30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix and favorable foreign currency impacts, partially offset by lower financial volume.impacts.

Financial volume decreased 2.9%5.4% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to lower shipments in both the Americas and EMEA&APAC segments.

Price and sales mix favorably impacted net sales by 3.0%1.8% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to increased net pricing in the Americas segment and favorable sales mix as a result of premiumization in both the Americas and EMEA&APAC segments and increased net pricing in the Americas segment. Net sales per hectoliter increased 5.1% for the three months ended March 31, 2026.segments.

A discussion of currency impacts on net sales for the three and six months ended MarchJune 31,30, 2026 is included in the "Foreign currency impacts on results" section above.

Cost of goods sold wasincreased flat6.0% for the three months ended MarchJune 31,30, 2026 compared to prior year.year, Costprimarily ofdue goods sold was impacted byto higher cost of goods sold per hectoliter and unfavorable foreign currency impacts, partially offset by lower financial volume. Cost of goods sold per hectoliter increased 3.0%12.1% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to cost inflation related to material and manufacturing expenses, including an approximate $30 millionthe unfavorable impact attributable to Midwest Premium pricing, unfavorable foreign currency impacts, unfavorable mix driven by premiumization, as well as volume deleverage, partially offset by favorable changes in our unrealized mark-to-market commodity derivative positions of $70.5$98.0 million, cost inflation related to materials, logistics and manufacturing expenses including approximately $40 million of an unfavorable impact attributable to Midwest Premium pricing, unfavorable mix driven by premiumization and volume deleverage, partially offset by cost savings initiatives.

A discussion of currency impacts on cost of goods sold for the three and six months ended MarchJune 31,30, 2026, is included in the "Foreign currency impacts on results" section above.

MG&A expenses decreasedincreased 6.6%3.7% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to thehigher cycling of approximately $30 million of integrationgeneral and transitionadministrative fees from the Fevertree USA, Inc. acquisition in the prior year, lower employee-related costsexpenses as a result of our Americas Restructuring Plan andcycling lower marketingincentive expense,compensation partiallyexpense offsetin bythe unfavorableprior foreign currency impactsyear and costs incurred related to our global modernization enterprise resource planning ("“ERP"”) system implementation project.project in the current year.

A discussion of currency impacts on MG&A expenses for the three and six months ended MarchJune 31,30, 2026, is included in the "Foreign currency impacts on results" section above.

Total non-operating expense, net increased 112.0%70.0% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to unfavorable changes in the fair value change of our investment in Fevertree Drinks plc of $36.1$18.0 million.

The higherlower effective tax rate for the three and six months ended MarchJune 31,30, 2026, compared to the prior year, was primarily due to the recognition of a lowerhigher discrete tax benefit.

(2)Excludes royalty volumesvolume of 0.7220.719 million hectoliters and 0.6731.441 million hectoliters for the three and six months ended MarchJune 31,30, 20262026, respectively, and Marchexcludes 31,royalty volume of 0.693 million hectoliters and 1.366 million hectoliters for the three and six months ended June 30, 2025, respectively.

The following table highlights the drivers of the change in net sales for the three months ended MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025 (in percentages):

Net sales increaseddecreased 1.0%4.1% for the three months ended MarchJune 31,30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix and favorable foreign currency impacts, partially offset by lower financial volume.mix.

Financial volume decreased 2.7%6.4% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to lower U.S. financial volume resultingin fromthe lower share performanceU.S. in our core and value brands,brands partlyas offsetwell byas the unfavorable timing of shipments.

Price and sales mix favorably impacted net sales by 3.1%2.3% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to increased net pricing and favorable sales mix as a result of positive brand mix as well as increased net pricing. Net sales per hectoliter increased 3.8% for the three months ended March 31, 2026.mix.

A discussion of currency impacts on net sales for the three and six months ended MarchJune 31,30, 2026 is included in the "Foreign currency impacts on results" section above.

Income before income taxes decreased 0.9%27.5% for the three months ended MarchJune 31,30, 2026, compared to the prior year, primarily due to lower financial volume, cost inflation related to materialsmaterials, logistics and manufacturing expensesexpenses, including anapproximately approximate $30$40 million of an unfavorable impact attributable to Midwest Premium pricing, higher MG&A expenses, unfavorable changes in the fair value of our investment in Fevertree Drinks plc of $36.1approximately $18 million and lowerhigher financialother volume,operating expenses, partially offset by lower MG&A, increased net pricing and favorablecost mix.savings Lowerinitiatives. Higher MG&A was primarily driven by the cycling of approximatelylower $30incentive millioncompensation of integration and transition fees from the Fevertree USA, Inc. acquisitionexpense in the prior year, cost savings initiatives including lower employee-related costs as a result of our Americas Restructuring Plan,year and lower marketing expenses, partially offset by costs incurred related to our global modernization ERP system implementation project.project in the current year.

A discussion of currency impacts on income (loss) before income taxes for the three and six months ended MarchJune 31,30, 2026 is included in the "Foreign currency impacts on results" section above.

N/M = Not meaningful (1)Includes gross inter-segment sales and volume which are eliminated in the consolidated totals.

(2)Excludes royalty volume of 0.2230.353 million hectoliters and 0.2200.576 million hectoliters for the three and six months ended MarchJune 31,30, 20262026, respectively, and Marchexcludes 31,royalty volume of 0.336 million hectoliters and 0.556 million hectoliters for the three and six months ended June 30, 2025, respectively.

The following table highlights the drivers of the change in net sales for the three months ended MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025 (in percentages):

Net sales increaseddecreased 6.7%0.4% for the three months ended MarchJune 31,30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable foreign currency impacts and favorable price and sales mix, partially offset by lower financial volume.mix.

Financial volume decreased 3.5%2.8% for the three months ended MarchJune 31,30, 2026, compared to prior year, primarily due to lower volume in the U.K. driven by soft market demand and a heightened competitive landscape.