Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our chief executive officer and our principal financial officer and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of May 2, 2026. Based on that evaluation, our chief executive officer and our principal financial officer concluded that these disclosure controls and procedures were effective.
Management ’ s Annual Report on Internal Control Over Financial Reporting
The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective at May 2, 2026.
Grant Thornton LLP, the Company’s independent registered public accounting firm, has audited the consolidated financial statements for Fiscal 2026 and Fiscal 2025 included in this Annual Report on Form10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended May 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the fiscal year ended May 2, 2026, no director or Section 16 officer adopted, modified, or terminated any “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement” (in each case, as defined in Item 408 (a) of Regulation S-K).
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 will be included under the captions “Election of Directors”, “Information as to Nominees and Other Directors”, “Information Regarding Meetings and Committees of the Board” and “Reporting Compliance” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.
The following table sets forth certain information with respect to the officers of the Registrant at May 2, 2026:
Name Age
Position with Company
Nick A. Caporella ( 1 )
90
Chairman of the Board and Chief Executive Officer
Joseph G. Caporella ( 2 )
65
President
George R. Bracken ( 3 )
81
Executive Vice President - Finance
( 1 )
Mr. Nick A. Caporella has served as Chairman of the Board, Chief Executive Officer and Director since the Company’s inception in 1985. Also, he serves as Chairman of the Nominating Committee. Since 1992, Mr. Caporella’s services have been provided to the Company by Corporate Management Advisors, Inc., a company he owns.
( 2 )
Mr. Joseph G. Caporella has served as President since September 2002 and, prior to that, as Executive Vice President and Secretary since January 1991. Also, he has served as a Director since January 1987. Joseph G. Caporella is the son of Nick A. Caporella.
( 3 )
Mr. George R. Bracken has served as Executive Vice President - Finance since July 2012. Previously, he served as Senior Vice President - Finance from October 2000 to July 2012 and Vice President and Treasurer from October 1996 to October 2000. Since 1992, Mr. Bracken’s services have been provided to the Company by Corporate Management Advisors, Inc.
Officers are normally appointed each year at the first meeting of the Board of Directors after the annual meeting of shareholders and may be removed at any time by the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 will be included under the captions “Executive Compensation and Other Information”, “Summary Compensation Table”, “Report of the Compensation and Stock Option Committee”, “Director Compensation” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 will be included under the captions “Security Ownership” and “Equity Compensation Plan Information” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 will be included under the captions “Certain Relationships and Related Party Transactions” and “Information Regarding Meetings and Committees of the Board” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 will be included under the caption “Independent Auditors” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
Page
1. Financial Statements
Consolidated Balance Sheets
16
Consolidated Statements of Income
17
Consolidated Statements of Comprehensive Income
18
Consolidated Statements of Shareholders’ Equity
19
Consolidated Statements of Cash Flows
20
Notes to Consolidated Financial Statements
21
Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 )
31
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)
33
2. Financial Statement Schedules
NA
3. Exhibits
See Exhibit Index which follows.
ITEM 16. Form 10-K Summary
None.
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EXHIBIT INDEX
Exhibit
No.
Description
3.1
Restated Certificate of Incorporation (1)
3.2
Amended and Restated By-Laws (2)
3.3
Certificate of Designation of the Special Series D Preferred Stock of the Company (3)
4
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (19)
10.1
Management Agreement between the Company and Corporate Management Advisors, Inc. (4) *
10.2
National Beverage Corp. Investment and Profit Sharing Plan (5) *
10.3
National Beverage Corp. 1991 Omnibus Incentive Plan (4) *
10.4
National Beverage Corp. 1991 Stock Purchase Plan (4) *
10.5
Amendment No. 1 to the National Beverage Corp. Omnibus Incentive Plan (6) *
10.6
National Beverage Corp. Special Stock Option Plan (7) *
10.7
Amendment No. 2 to the National Beverage Corp. Omnibus Incentive Plan (8) *
10.8
National Beverage Corp. Key Employee Equity Partnership Program (8) *
10.9
Second Amended and Restated Credit Agreement, dated June 30, 2008, between NewBevCo, Inc. and lender therein (9)
10.10
Amendment to National Beverage Corp. Special Stock Option Plan (10) *
10.11
Amendment to National Beverage Corp. Key Employee Equity Partnership Program (10) *
10.12
Loan Agreement dated December 21, 2021 between NewBevCo, Inc. and lender therein (11)
10.13
Second Amended and Restated Credit Agreement between NewBevCo, Inc. and lender therein (12)
10.14
Amendment to Loan Agreement dated November 15, 2023 between NewBevCo, Inc. and lender therein (14)
10.15
Credit Agreement dated September 10, 2024 between NewBevCo, Inc. and lender therein (16)
10.16
Amendment to Loan Agreement dated December 19, 2024 between NewBevCo, Inc. and lender therein (18)
10.17
Sixth Amendment to Second Amended and Restated Credit Agreement dated May 30, 2025 between NewBevCo, Inc. and lender therein (20)
16
Letter from RSM US LLP dated November 6, 2024 (17)
19
National Beverage Corp. Insider Trading Policy (15)
21
Subsidiaries of Registrant (21)
23.1
Consent of Grant Thornton LLP (21)
23.2
Consent of RSM US LLP (21)
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31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (21)
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (21)
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (21)
32.2
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (21)
97
National Beverage Corp. Compensation Clawback Policy (15) *
101
The following financial information from National Beverage Corp.’s Annual Report on Form 10-K for the fiscal year ended May 2, 2026 is formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Indicates management contract or compensatory plan or arrangement.
(1)
Previously filed with the Securities and Exchange Commission as an exhibit to Schedule 14C Information Statement dated June 26, 2018 and is incorporated herein by reference.
(2)
Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated July 23, 2018 and is incorporated herein by reference.
(3)
Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated January 31, 2013 and is incorporated herein by reference.
(4)
Previously filed with the Securities and Exchange Commission as an exhibit to Amendment No. 1 to Form S-1 Registration Statement (File No. 33-38986) on July 26, 1991 and is incorporated herein by reference.
(5)
Previously filed with the Securities and Exchange Commission as an exhibit to the Form S-1 Registration Statement (File No. 33-38986) on February 19, 1991 and is incorporated herein by reference.
(6)
Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended April 27, 1996 and is incorporated herein by reference.
(7)
Previously filed with the Securities and Exchange Commission as an exhibit to Registration Statement on Form S-8 (File No. 33-95308) on August 1, 1995 and is incorporated herein by reference.
(8)
Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 3, 1997 and is incorporated herein by reference.
(9)
Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2011 and is incorporated herein by reference.
(10)
Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 31, 2009 and is incorporated herein by reference.
(11)
Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2022 and is incorporated herein by reference.
(12)
Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 29, 2022 and is incorporated herein by reference.
(13)
Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 2, 2020 and is incorporated herein by reference.
(14)
Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 28, 2023 and is incorporated herein by reference.
(15)
Previously filed with Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal period ended April 27, 2024 and is incorporated by reference.
(16)
Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 26, 2024 and is incorporated herein by reference.
(17)
Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated November 6, 2024 and is incorporated herein by reference.
(18)
Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 25, 2025 and is incorporated herein by reference.
(19)
Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 2, 2020 and is incorporated herein by reference.
(20)
Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 3, 2025 and is incorporated herein by reference.
(21)
Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NATIONAL BEVERAGE CORP.
By:
/s/ George R. Bracken
George R. Bracken
Executive Vice President – Finance
Date: July 1, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on July 1, 2026.
/s/ Nick A. Caporella
/s/ Samuel C. Hathorn, Jr.
Nick A. Caporella
Samuel C. Hathorn, Jr.
Chairman of the Board and
Director
Chief Executive Officer
/s/ Joseph G. Caporella
/s/ Stanley M. Sheridan
Joseph G. Caporella
Stanley M. Sheridan
President and Director
Director
/s/ George R. Bracken
/s/ Glenn J. Waldman
George R. Bracken
Glenn J. Waldman
Executive Vice President – Finance
Director
(Principal Financial Officer and
Principal Accounting Officer)
39