What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-07-01 compared with 2025-07-02 · 39 added, 32 removed, 100 unchanged (42% of the section changed)

2 unchanged sentences

At June 15, 2026, there were approximately 53,786 holders of our Common Stock, the majority of which hold their shares in the names of banks, brokers and other financial institutions.

On July 1, 2026, the Company's board of directors declared a special cash dividend of $3.25 per share, payable on or before July 30, 2026 to shareholders of record on July 13, 2026.

The Company paid special cash dividends of $304.1 million ($3.25 per share) on July 24, 2024.

Our Board of Directors has authorized a program to repurchase 3.2 million shares of our common stock of which approximately 1.9 million shares remain available and authorized for repurchases.

No shares of our common stock were repurchased during the fiscal year ended May 3, 2025.

During Fiscal 2026, the Company repurchased 20,000 shares of its common stock at an average price per share of $33.65 for a total cost of $0.7 million

Performance Graph

The following graph shows a comparison of the five-year cumulative return of an investment of $100 cash on May 1, 2021, assuming reinvestment of dividends, of our Common Stock with the NASDAQ Composite Index, the Dow Jones US Soft Drinks Index and the S&P 500 Index.

Total Returns Index For:

National Beverage Corp.

NASDAQ Composite - Total Return

Dow Jones US Soft Drinks Index

S&P 500 Index - Total Return

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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The majority of our brands are geared to the active and health-conscious consumer including sparkling waters, energy drinks and juices.

Our portfolio of Power+ Brands includes LaCroix® sparkling water;

Our portfolio of Power+ Brands includes LaCroix® sparkling waters;

Clear Fruit® non-carbonated water beverages enhanced with fruit flavor;

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Our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, supply chain disruptions, holiday and seasonal programming and weather conditions.

Beverage sales are seasonal with higher sales volume realized during the summer months when outdoor activities are more prevalent.

Beverage sales are seasonal with higher sales volume realized during the summer months.

See “Item 1A.

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RESULTS OF OPERATIONS

The following section generally discusses the fiscal years ended May 3, 2025 (“Fiscal 2025”) and April 27, 2024 (“Fiscal 2024”) results and year-to-year comparisons between Fiscal 2025 and Fiscal 2024.

Discussions of fiscal year ended April 29, 2023 (“Fiscal 2023”) results and year-to-year comparisons between Fiscal 2024 and Fiscal 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended April 27, 2024, which is available free of charge on our website at www.nationalbeverage.com.

Fiscal 2025 consists of 53 weeks;

The following section generally discusses the fiscal years ended May 2, 2026 (“Fiscal 2026”) and May 3, 2025 (“Fiscal 2025”) results and year-to-year comparisons between Fiscal 2026 and Fiscal 2025.

Discussions of fiscal year ended April 27, 2024 (“Fiscal 2024”) results and year-to-year comparisons between Fiscal 2025 and Fiscal 2024 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended May 3, 2025, which is available free of charge on our website at www.nationalbeverage.com.

Fiscal 2026 and Fiscal 2024 both consisted of 52 weeks.

Net sales for Fiscal 2025 increased 0.8% to $1,201.4 million compared to $1,191.7 million for Fiscal 2024.

The increase in sales resulted primarily from a 1.7% increase in average selling price per case and an additional selling week, partially offset by a 0.9% decrease in case volume.

The decrease in case volume primarily impacted Power+ Brands, partially offset by an increase in carbonated soft drink brands .

Gross profit for Fiscal 2025 increased to $443.9 million compared to $428.5 million for Fiscal 2024.

The increase in gross profit was primarily due to a decline in packaging costs and the increase in average selling price per case, partially offset by the decrease in case volume.

The average cost of sales per case remained relatively unchanged and gross margin increased to 37.0% compared to 36.0% for Fiscal 2024.

Fiscal 2025 consisted of 53 weeks.

Net sales for Fiscal 2026 were $1,180.6 million compared to $1,201.4 million for Fiscal 2025.

Sales were impacted primarily from one less selling week.

Average selling price per case increased by 5.2%.

A 6.7% decline in case volume impacted both Power+ Brand and carbonated soft drink brands .

The unprecedented disruption, government shutdowns, funding changes, inflation and cautious consumer spending all impacted volume.

Gross profit for Fiscal 2026 was $437.3 million compared to $443.9 million for Fiscal 2025.

The change in gross profit was primarily due to an increase in packaging and ingredient costs and the change in case volume, partially offset by the increase in average selling price per case.

Although the average cost of sales per case increased 5.0%, gross profit per case increased and gross margin remained constant at 37.0% for both Fiscal 2026 and Fiscal 2025.

Shipping and handling costs are included in selling, general and administrative expenses, the classification of which is consistent with many beverage companies.

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Selling, general and administrative expenses for Fiscal 2026 decreased $1.3 million to $207.2 million from $208.5 million for Fiscal 2025.

The decrease was primarily due to reduced marketing spending and a decline in shipping and handling costs.

As a percentage of net sales, selling, general and administrative expenses decreased to 17.4% compared to 17.6% in Fiscal 2024 .

Other Income (Expense), net

Other income (expense), net includes primarily interest income of $9.3 million for Fiscal 2025 and $12.2 million for Fiscal 2024.

The decrease in interest income is due to decreased average invested balances.

The decrease was primarily due to a decrease in administrative and shipping and handling costs, partially offset by an increase in marketing and selling costs.

As a percentage of net sales, selling, general and administrative expenses increased to 17.5% compared to 17.4% in Fiscal 2025 .

Other Income, net

Other income, net is primarily comprised of interest income of $10.6 million for Fiscal 2026 and $9.3 million for Fiscal 2025.

The increase in interest income is primarily due to increased average invested balances, partially offset by lower yields.

For Fiscal 2026 and Fiscal 2025, our effective tax rates were 23.7% and 23.6%, respectively.

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(“CMA”) of $11.8 million and $12.0 million for Fiscal 2026 and Fiscal 2025, respectively.

At May 3, 2025 and April 27, 2024, current liabilities included amounts due to CMA of $2.1 million and $3.0 million, respectively.

At May 2, 2026 and May 3, 2025, current liabilities included amounts due to CMA of $3.0 million and $2.1 million, respectively.

See Note 6 - Capital Stock and Transactions with Related Parties, of Notes to the Consolidated Financial Statements.

The Company’s cash position decreased $133.2 million in Fiscal 2025 primarily due to the payment of a special cash dividend of $304.1 million in the first quarter of fiscal 2025.

The Company’s cash position increased $155.7 million in Fiscal 2026 compared to a decrease of $133.2 million in Fiscal 2025 primarily due to the payment of a special cash dividend of $304.1 million in the first quarter of Fiscal 2025.

Net cash provided by operating activities for Fiscal 2026 was $181.3 million compared to $206.7 million for Fiscal 2025.

For Fiscal 2025, cash flow provided by operating activities was principally provided by an increase in net income, partially offset by an increase in working capital excluding cash.

For Fiscal 2026, cash flow provided by operating activities decreased primarily due to a net increase in working capital excluding cash.

Net cash used in investing activities for Fiscal 2026 reflects capital expenditures of $25.1 million, compared to capital expenditures of $36.3 million for Fiscal 2025.

Expenditures for property, plant and equipment in Fiscal 2026 were primarily for capital projects to expand our capacity, enhance sustainability and packaging capabilities and improve efficiencies at our production facilities.

We intend to continue such projects in Fiscal 2026 and anticipate Fiscal 2026 capital expenditures will not exceed Fiscal 2025 capital spending.

Net cash used in financing activities for Fiscal 2025 reflects payment of a special cash dividend of $304.1 million.

No dividends were paid during Fiscal 2024.

We intend to continue to improve packaging capabilities and efficiencies at our production facilities in Fiscal 2027 and anticipate Fiscal 2027 capital expenditures to be comparable to Fiscal 2026 capital spending.

Net cash used in financing activities for Fiscal 2026 primarily reflects the repurchase of common shares for $0.7 million.

Financial Position

During Fiscal 2025, our working capital decreased $131.7 million to $267.2 million.

The decrease in working capital and current ratio was primarily due to the payment of the $304.1 million cash dividend.

Trade receivables increased $1.3 million and days sales outstanding was 32.5 days at May 3, 2025 compared to 31.5 days at April 27, 2024.

Inventories increased $0.5 million as a result of increased quantities of finished goods and raw materials.

Annual inventory turns increased to 8.7 times from 8.6 times.

At May 3, 2025, the current ratio was 2.9 to 1 compared to 3.9 to 1 at April 27, 2024.

During Fiscal 2026, our working capital increased $191.4 million to $457.8 million.

The increase in working capital was primarily due to an increase in cash and cash equivalents of $155.7 million, an increase in inventory of $10.4 million, an increase in the derivative asset of $8.6 million, an increase in income tax receivable of $5.1 million, a decrease in accounts payable and accrued liabilities of $5.2 million, and other net working capital increases of $6.4 million.

Trade receivables increased $0.1 million to $104.3 million and days sales outstanding was 31.9 days at May 2, 2026 compared to 32.5 days at May 3, 2025.

Inventories increased $10.4 million as a result of increased quantities of finished goods.

Annual inventory turns decreased to 8.2 times from 8.7 times.

At May 2, 2026, the current ratio was 4.4 to 1 compared to 2.9 to 1 at May 3, 2025.

CONTRACTUAL OBLIGATIONS

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We contribute to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan.

Annual contributions were $4.2 million and $3.8 million for Fiscal 2025 and Fiscal 2024, respectively.

Annual contributions were $4.2 million for both Fiscal 2026 and Fiscal 2025.

See Note 11- Pension Plans, of Notes to Consolidated Financial Statements.

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Standby letters of credit aggregating $2.7 million have been issued in connection with our self-insurance programs.

These standby letters of credit expire through March 2026 and are expected to be renewed.

These standby letters of credit expire through June 2027 and are expected to be renewed.

OFF-BALANCE SHEET ARRANGEMENTS AND ESTIMATES

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Such factors include, but are not limited to, the following:

general economic and business conditions, pricing of competitive products, success of new product and flavor introductions, fluctuations in the costs and availability of raw materials and packaging supplies, including effects of potential tariffs, ability to recover cost increases, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in brand image, consumer demand and preferences and our success in creating products geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions, changing weather patterns and natural disasters, climate change or legislative or regulatory responses to such change and other factors referenced in this report, filings with the Securities and Exchange Commission and other reports to our stockholders.

general economic and business conditions, pricing of competitive products, success of new product and flavor introductions, fluctuations in the costs and availability of raw materials and packaging supplies, including effects of tariffs and supply chain interruptions, ability to recover cost increases, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in brand image, consumer demand and preferences and our success in creating products geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems, international conflicts, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions, changing weather patterns and natural disasters, climate change or legislative or regulatory responses to such change and other factors referenced in this report, filings with the Securities and Exchange Commission and other reports to our stockholders.

We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any forward- looking statements contained herein to reflect future events or developments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity