What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-28 · 135 added, 100 removed, 371 unchanged (39% of the section changed)

In addition to the other information in this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes, you should carefully consider the following risks.

In addition to the other information in this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the consolidated financial statements and related notes, you should carefully consider the following risks.

If any of the following risks actually occur or continue to occur, our business, reputation, financial condition and/or operating results could be materially adversely affected.

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● We currently derive most of our revenues from energy drinks, and competitive pressure in the energy drink category could adversely affect our business and operating results.

● Criticism of our beverages or a negative perception of our products generally could adversely affect us.

● Criticism or negative perceptions of our products (regardless of accuracy) generally could adversely affect us.

● Increased competition in the beverage industry and changing retail landscape could hurt our business.

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● Our business is subject to seasonality, which may cause fluctuations in our operating results.

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

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

● Global or regional catastrophic events could impact our operations and affect our ability to grow our business.

● Failure to meet evolving corporate governance expectations or standards, including those related to sustainability matters, could expose us to increased costs, reputational harm, or other adverse consequences.

● Climate change and natural disasters may negatively affect our business.

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● Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities and/or those of our co-packers to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations.

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

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

● Litigation regarding our products and practices, and related unfavorable media attention, could expose us to significant liabilities and reduce demand for our products, thus negatively affecting our financial results.

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● Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.

● Our use of information technology exposes us to cybersecurity attacks and other interruptions that could disrupt our business operations and adversely impact our reputation and results of operations.

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

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

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

Financial Risks

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In 2025, we continued to outsource manufacturing of most of our non-alcohol finished goods to bottlers and other contract packers.

As a result, in the event of a disruption and/or delay, and/or demand exceeding forecasted demand, we may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period.

As a result, in the event of a disruption and/or delay, including, but not limited to, strikes, work stoppages, or labor unrest, and/or demand exceeding forecasted demand, we may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period.

In addition, there are limited alternative packing facilities in our domestic and international markets with adequate capacity and/or suitable equipment for many of our products.

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Currently, the primary flavors for our Monster Energy® Drinks segment are developed and manufactured at the AFF facilities in Southern California and Athy, Ireland.

Bang Energy® beverages and certain of our other energy drink products are manufactured at our facility in Phoenix, Arizona.

We also began production of certain of our energy drinks at our facility in Norwalk, California in January 2024.

Further, we are dependent on Monster Brewing Company’s portfolio of facilities located in Longmont, Colorado, Brevard, North Carolina, Salt Lake City, Utah and Grand Rapids, Michigan to manufacture certain of our alcohol products.

Bang Energy® beverages and certain of our other energy drink products are manufactured at our facilities in Phoenix, Arizona and Norwalk, California.

Further, we are dependent on Monster Brewing Company’s portfolio of facilities located in Longmont, Colorado, Brevard, North Carolina, and Grand Rapids, Michigan to manufacture certain of our alcohol products.

Adverse changes or developments affecting our AFF facilities could adversely impact our ability to produce flavors of certain of our energy drink products.

Adverse changes or developments affecting our Norwalk and/or Phoenix facilities could adversely impact our ability to produce certain of our energy drink products or cause us to halt our production of such beverages.

Likewise, adverse changes or developments affecting our currently limited number of breweries could hinder our ability to produce alcohol products to take to market on a timely basis or require us to entirely suspend certain of our Alcohol Brands segment operations.

Alternative facilities with sufficient capacity or capabilities may not be readily available or may take significant time or cost to run at the same capacity as our AFF, Phoenix, and Norwalk facilities or our current breweries.

Adverse changes or developments affecting our Norwalk, California and/or Phoenix, Arizona facilities could adversely impact our ability to produce certain of our energy drink products or cause us to halt our production of such beverages.

Likewise, adverse changes or developments affecting our alcohol licensed manufacturing facilities could hinder our ability to produce alcohol products to take to market on a timely basis or require us to entirely suspend certain of our Alcohol Brands segment operations.

Such significant disruption may, in turn, have an adverse effect on gross margins, operating cash flows, and overall financial performance of our business.

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Moreover, competitors’, consumers’ or others’ attempts to persuade regulators, retailers, and/or customers in certain countries to reduce the permitted or maximum container sizes for our products from those currently being sold and marketed by us could negatively impact our business.

In addition, possible trading disputes between our bottler/distributors and their customers or buying groups may result in the delisting of certain of the Company’s products, temporarily or otherwise.

In addition, possible trading

disputes between our bottler/distributors and their customers or buying groups may result in the delisting of certain of the Company’s products, temporarily or otherwise.

Bottler/distributor consolidation may also have an adverse impact on our business.

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Disruption in distribution channels and/or a decline in sales due to the termination and/or insolvency of existing or new bottlers/distributors may adversely affect our business and operating results.

In particular, if we are unable to transition distribution agreements in our Alcohol Brands segment, we may face increased costs to change distributors for our alcohol beverages.

No assurance can be given that we will be able to maintain our current distribution network or secure additional distributors on terms not less favorable to us than our current arrangements.

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Competitive pressures in the energy drink category could impact our revenues, cause price erosion and/or lower our market share, any of which could have a material adverse effect on our business and results of operations.

Criticism of our beverages or a negative perception of our products generally could adversely affect us.

An unfavorable report on the health effects of caffeine, other ingredients in energy drinks or energy drinks generally, or criticism or negative publicity regarding the caffeine content and/or any other ingredients in our products or energy drinks generally, including product safety concerns, could have an adverse effect on our business, financial condition and results of operations.

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

An unfavorable report on the health effects of caffeine, other ingredients in energy drinks or energy drinks generally, or criticism or negative publicity regarding the caffeine content and/or any other ingredients in our products or energy drinks generally, including product safety concerns (regardless of the validity or scientific merit of any such reports, criticism, or negative publicity), could have an adverse effect on our business, financial condition and results of operations.

Articles critical of the caffeine content and/or other ingredients in energy drinks and/or articles indicating certain health risks of energy drinks have been published in recent years.

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If reports, studies or articles critical of caffeine and/or energy drinks continue to be published or are published in the future, or additional voluntary measures are taken, they could adversely affect the demand for our products.

If we are unable to satisfy all criteria set forth in any model energy drink guidelines, including, without limitation, those adopted by the American Beverage Association, of which we are a member, and/or any international beverage associations, it could negatively affect our overall reputation, which in turn could have a negative impact on our business, financial condition and results of operations.

If we are unable to satisfy all criteria set forth in any model energy drink guidelines, including, without limitation, those adopted by the American Beverage Association in the future, of which we

are a member, and/or any international beverage associations, it could negatively affect our overall reputation, which in turn could have a negative impact on our business, financial condition and results of operations.

The alcohol beverage industry has also been the subject of considerable societal and political attention for many years due to increasing public concern over alcohol-related health and social issues, including driving under the influence, underage drinking, and the negative health impacts of the misuse or abuse of alcohol.

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The principal areas of competition are pricing, packaging, development of new products, flavors, product positioning, quality as well as promotion and marketing strategies.

Our products compete with a wide range of drinks, both non-alcohol and alcohol, produced by a relatively large number of domestic and international manufacturers, some of which have substantially greater financial, marketing and distribution resources than we do.

Our products compete with a wide range of drinks, both non-alcohol and alcohol, produced by a relatively large number of domestic and international manufacturers.

Important factors affecting our ability to compete successfully include the efficacy, taste and flavor of our products, trade and consumer promotions, rapid and effective development of new and unique cutting-edge products, attractive and different packaging, branded product advertising and pricing.

The success of our sports marketing, social media and other general marketing endeavors may impact our business, financial condition and results of operation.

Our products compete with all liquid refreshments and in some cases with products of much larger competitors, including the products of numerous nationally and internationally known producers such as TCCC, PepsiCo, Red Bull GmbH, KDP, Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company and The Mark Anthony Group.

We also compete with companies that are smaller or primarily national or local in operations, such as CELSIUS, PRIME, C4, Alani Nu, GHOST, and others as well as local craft breweries in our Alcohol Brands segment.

Our products compete with all liquid refreshments, including TCCC, Starbucks Corporation, PepsiCo, Red Bull GmbH, KDP, Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company and The Mark Anthony Group.

We also compete with companies that are smaller or primarily national or local in operations, such as CELSIUS, PRIME, C4, Alani Nu, GHOST, ZOA, GORGIE, and others as well as local craft breweries in our Alcohol Brands segment.

Our products also compete with private-label brands such as those carried by grocery store chains, convenience store chains and club stores.

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For example, PepsiCo entered into a long-term strategic distribution arrangement with Celsius Holdings, Inc., a competitor in the energy drink space, in August 2022.

Additionally, the number of competitors, especially craft brewers and craft distilleries, within the alcohol space and the sales of hard seltzers, FMBs, craft-brewed domestic beers, imported beers, CBD and other cannabis beverages, and ready-to-drink spirits are expected to increase, particularly following the February 2022 U.S.

Treasury Report, “Competition in the Market for Beer, Wine and Spirits” (the “Treasury Report”), which promises to evaluate the impact of consolidation on marketplace competition.

Additionally, competition in the alcohol beverage space—including from craft brewers and craft distilleries, ready-to-drink spirits and similar products—continues to evolve.

Market dynamics have been influenced by broader competitive trends and regulatory focus on market structure, including analyses and recommendations contained in the February 2022 U.S.

Treasury report, “Competition in the Markets for Beer, Wine, and Spirits,” which assesses competitive conditions and potential barriers to entry.

Actual growth in specific segments, such as hard seltzers, craft products, and other beverage categories, varies over time and may be affected by changing consumer preferences, regulatory developments and economic conditions.

As a result of such increased competition for our products, we may face competitive pricing pressures and the demand for and market share of our products may fluctuate and possibly decline.

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Integrating the operations of acquired businesses could be a difficult, costly and time-consuming process that involves a number of risks including, but not limited to, the integration of company cultures and management teams, retaining key employees and customers, increased exposure to certain governmental regulations and compliance requirements, increased costs, and use of resources.

Our business may also be adversely impacted if we are unable to rationalize brands acquired from Monster Brewing Company.

To the extent we integrate acquired businesses, such as our recent integrations of the Bang Energy® and Monster Brewing Company businesses, it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions.

For example, in 2024, we recognized impairment charges of $127.1 million related to goodwill and to certain other indefinite lived intangible assets and impairment charges of $8.2 million related to property and equipment in the Alcohol Brands segment.

Our business may also be adversely impacted if we are unable to rationalize brands that we have acquired or may acquire in the future.

To the extent we integrate acquired businesses, such as our integrations of the Bang Energy® and Monster Brewing Company businesses, it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions.

For example, in 2025, we recognized impairment charges of $38.4 million related to certain finite-lived intangible assets and impairment charges of $15.3 million related to property and equipment in the Alcohol Brands segment.

Therefore, the acquisition and integration of acquired businesses may not contribute to our earnings as expected, we may not achieve profit margin targets when expected, or at all, and we may not achieve the other anticipated strategic financial benefits of such transactions.

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The beverage industry is subject to changing consumer preferences and shifts in consumer preferences may adversely affect us.

There is increasing awareness of and concern for health, wellness and nutrition considerations, including concerns regarding caloric intake associated with sugar-sweetened beverages and the perceived undesirability of artificial ingredients.

There are also increasing studies on and concern for the potential adverse consequences from excess consumption of alcohol beverages.

Some consumer advocacy groups and others have expressed concerns regarding certain ingredients in diet beverages, which are contained in certain of our energy drinks, or have called for the curtailment of alcohol dissemination and consumption.

Some consumer advocacy groups and others have expressed concerns regarding certain synthetic colors, low- and no-calorie sweeteners, and other ingredients that are contained in certain of our energy drinks, or have called for the curtailment of alcohol dissemination and consumption.

There are also changes in demand for different packages, sizes and configurations.

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Consumers are seeking greater variety in their beverages.

For example, with regard to our Alcohol Brands, the broader alcohol industry is experiencing a shift in drinking preferences and behaviors, moving away from traditionally popular beer brands and segments and towards, for example, premium beers, imports, hard seltzers, FMBs, ready-to-drink malt-based, sugar-based, and spirits-based beverages, CBD and other cannabis beverages, and other similar beverages.

Our future success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages that appeal to consumers.

For example, with regard to our Alcohol Brands, the broader alcohol industry is experiencing a shift in drinking preferences and behaviors, moving away from traditionally popular beer brands and segments and towards premium beers, imports, hard seltzers, FMBs, ready-to-drink malt-based, sugar-based, and spirits-based beverages, CBD and other cannabis beverages, and other similar beverages as well as an increasing focus on low and no-alcohol beverages.

success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages that appeal to consumers.

In order to retain and expand our market share, we must continue to develop and introduce different and innovative beverages and be competitive in the areas of efficacy, taste, quality and price/value, although there can be no assurance of our ability to do so.

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We may also be unable to penetrate new markets.

Additionally, as shopping patterns are being affected by the digital evolution, with customers embracing shopping by way of mobile device applications, e-commerce retailers and e-commerce websites or platforms, we may be unable to address or anticipate changes in consumer shopping preferences or engage with our customers on their preferred platforms.

Additionally, as shopping patterns are being affected by the digital evolution, with customers embracing shopping by way of mobile device applications, e-commerce retailers, e-commerce websites or platforms or artificial intelligence shopping agents, we may be unable to address or anticipate changes in consumer shopping preferences or engage with our customers on their preferred platforms.

Moreover, artificial intelligence shopping agents may autonomously recommend products that are not ours and, in some cases, directly compete with our products.

If our revenues decline, our business, financial condition and results of operations could be adversely affected.

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restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes and/or withholding obligations on any repatriations;

and tariffs and/or trade restrictions, including foreign import tariffs proposed or imposed by the recently inaugurated U.S.

presidential administration and any responsive and/or retaliatory tariffs.

and additional tariffs and/or trade restrictions, including foreign import tariffs proposed or imposed by the U.S.

Administration and any responsive and/or retaliatory tariffs.

These risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and could have a material adverse effect on our business, financial condition and results of operations.

Also, our operations outside of the United States are subject to risks relating to appropriate compliance with legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations, higher rates of product damages, particularly when products are shipped long distances, potentially higher incidence of fraud and/or corruption, credit risk of local customers and distributors and potentially adverse tax consequences.

Additionally, our operations outside of the United States are subject to risks relating to:

appropriate compliance with legal and regulatory requirements in local jurisdictions;

difficulties in staffing and managing local operations, which has, at times, necessitated enhanced local training, communications, and business partner management;

higher rates of product damages, particularly when products are shipped long distances;

higher incidence of fraud and/or corruption, such as invoicing fraud or kickback schemes;

credit risk of local customers and distributors;

and potentially adverse tax consequences.

If we are not able to pass on increases in the costs of raw materials, including aluminum cans, ingredients, fuel, costs of co-packing, and/or tariffs, we may face a higher cost base, and our business and results of operations could be adversely affected.

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

Moreover, we rely upon trucks for the transportation of our products, which makes us susceptible to increases in the cost of fuel.

For certain flavors purchased from third-party suppliers and used in certain of our Monster Energy® brand energy drinks and/or our Strategic Brands energy drinks, these third-party flavor suppliers own the proprietary rights to certain of their flavor formulas.

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From time to time, we also enter into purchase agreements for portions of our annual anticipated requirements for certain of our raw materials such as glucose, sugar and sucralose.

In recent years, the United States has imposed tariffs on steel and aluminum as well as on goods imported from certain countries.

The recently inaugurated U.S.

presidential administration has also implemented or proposed tariffs on certain imports.

Additional tariffs imposed by the United States or other countries on a broader range of imports, or further trade measures taken by other countries, retaliatory or otherwise, could result in an increase in raw material costs.

After imposing tariffs on steel and aluminum imports, in recent years, the United States has recently increased those tariffs and expanded the scope of their application.

Administration has also imposed tariffs more broadly on most imported goods and has also proposed additional tariffs on certain countries and sectors.

Additional tariffs imposed by the United States, or further trade measures taken by other countries, retaliatory or otherwise, could result in an increase in raw material costs.

Our failure to accurately estimate demand for our products or maintain sufficient inventory levels or anticipate shortages of raw materials could adversely affect our business and financial results.

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Given such variation by season, our results for any particular quarter may not be indicative of the results to be achieved for the entire fiscal year.

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

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

Many of our packaging supply contracts allow our suppliers to adjust the costs they charge us for packaging supplies based on changes in the costs of the underlying commodities that are used to produce those packaging supplies, such as aluminum for cans, PET plastic for bottles and pulp and paper for cartons and/or trays.

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We use derivative instruments to manage a portion of this risk in relation to aluminum for cans.

Inflation has affected, and tariffs may affect, certain of our raw material and packaging costs, commodities and other inputs globally.

If the costs of packaging supplies and other costs, such as shipping container costs and ocean and domestic freight rates, increase, we may be unable to pass these costs along to our customers through corresponding adjustments to the prices we charge, which could have a material adverse effect on our results of operations.

Inflation and tariffs have affected, and may continue to affect, certain of our raw material and packaging costs, commodities and other inputs globally.

If the costs of packaging supplies and other costs, such as truck fuel costs, shipping container costs, and ocean and domestic freight rates, further increase, we may be unable to pass these costs along to our customers through corresponding adjustments to the prices we charge, which could have a material adverse effect on our results of operations.

Global or regional catastrophic events could impact our operations and affect our ability to grow our business.

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Failure to meet evolving corporate governance expectations or standards, including those related to sustainability matters, could expose us to increased costs, reputational harm, or other adverse consequences.

Regulators and stakeholders are increasingly focusing on corporate responsibility and sustainability matters, including, but not limited to, greenhouse gas emissions and other climate-related risks, sustainable packaging, water stewardship, and corporate governance and oversight.

While we are actively addressing these issues and have publicly committed to setting certain sustainability-related targets, these initiatives represent our current plans and aspirations that may be refined in the future and are not guarantees that we will be able to achieve them, especially given the difficulties and expenses of implementation as well as the ever-changing regulatory and technological landscape.

Some regulators and stakeholders are focused on corporate responsibility and sustainability matters, including, but not limited to, greenhouse gas emissions and other climate-related risks, sustainable packaging, water stewardship, and corporate governance and oversight.

While we are actively addressing these issues, these initiatives represent our current plans and aspirations that may be refined in the future and are not guarantees that we will be able to achieve them, especially given the difficulties and expenses of implementation as well as the ever-changing regulatory and technological landscape.

For example, disclosures about our sustainability-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

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Furthermore, the rules, regulations, and standards set forth by various governmental and self-regulatory organizations, such as the SEC, the European Union, the Nasdaq Stock Market, and the Financial Accounting Standards Board (“FASB”), continue to evolve in scope and complexity and, at times, are inconsistent with one another, which, in turn, makes compliance more uncertain and difficult.

For example, the standards used to identify and collect the data required pursuant to the European Union’s Corporate Sustainability Reporting Directive are still unclear and in development, which could result in increased costs related to complying with the changing reporting obligations and could increase our risk of failing to comply with the directive.

For example, the standards used to identify and collect the data required pursuant to the European Union’s Corporate Sustainability Reporting Directive are still in development, which could result in increased costs related to complying with the changing reporting obligations and could increase our risk of failing to comply with the directive.

These changing rules and regulations, along with constantly evolving stockholder expectations, have resulted in, and may continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such expectations and rules.

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Our reputation may also be harmed by the perceptions that stakeholders, regulators or other interested parties have about our action or inaction on sustainability- and corporate responsibility-related issues as well as the nature or scope of, or revisions to, our sustainability initiatives and goals.

For example, we could face negative responses or backlash from governmental actors (such as anti-environmental, social and governance matters legislation) or consumers (such as boycotts or negative publicity campaigns) who disagree with our goals and initiatives.

For example, we could face negative responses or backlash from governmental actors (such as anti-environmental, social and governance-related legislation) or consumers (such as boycotts or negative publicity campaigns) who disagree with our goals and initiatives.

Damage to our reputation and loss of brand equity may reduce demand for our products and thus have an adverse effect on our future financial results, as well as require additional resources to rebuild our reputation and could impact our stock price.

Our use of artificial intelligence technologies in our operations may expose us to risks.

We rely on artificial intelligence (“AI”) technologies to support and enhance various aspects of our products, services, and internal operations.

These systems may not perform as intended and expose us to risks.

In particular, AI models can generate inaccurate, biased, or unpredictable outputs, and failures in data quality, system design, or oversight could result in operational disruptions, security or privacy incidents, reputational challenges, and other harms.

Because AI systems can be complex and difficult to fully evaluate or

audit, we may be unable to detect errors or vulnerabilities in a timely manner.

If we are unable to effectively implement, monitor, and manage these technologies, our business, financial condition, and results of operations could be adversely affected.

Climate change and natural disasters may negatively affect our business.

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Changing weather patterns could result in decreased agricultural productivity in certain regions, and/or outbreaks of diseases or other health issues, which may limit the availability and/or increase the cost of certain key ingredients, juice concentrates, supplements and other ingredients used in our products and could impact the food security of communities around the world.

Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain and/or impact demand for our products.

Increased frequency, duration, and intensity of extreme weather conditions and/or natural disasters could also impair our production capabilities, disrupt our supply chain, impact demand for our products, and/or create financial risk due to rising insurance premiums or the inability to maintain coverage.

Natural disasters and extreme weather conditions, such as hurricanes, wildfires, earthquakes or floods, and outbreaks of diseases (such as the COVID-19 pandemic) or other health issues, have affected, and may continue to affect, our operations and the operation of our supply chain, impact the operations of our bottlers/distributors and unfavorably impact our consumers’ ability to purchase our products.

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In addition, due to flooding from Hurricane Helene, we were forced to close one of our breweries located in Brevard, North Carolina for one week and could not operate this brewery at full capacity for approximately one month.

Most recently, in early 2025, we temporarily closed our AFF manufacturing facility in Southern California due to the polluted air conditions caused by the Los Angeles wildfires.

Additionally, in early 2025, we temporarily closed our AFF manufacturing facility in Southern California due to the air pollution caused by the Los Angeles wildfires.

While the impact of such natural disasters on our business was ultimately immaterial, similar extreme weather occurrences could negatively harm our operations and hinder our growth, especially if such events continue to occur with increased frequency.

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Changes in applicable laws, regulations, standards or practices related to greenhouse gas emissions, packaging and water scarcity, as well as initiatives by advocacy groups in favor of certain climate change-related laws, regulations, standards or practices, have and may continue to result in increased compliance costs, capital expenditures and other financial obligations, which could affect our business, financial condition and results of operations.

For example, the California legislature and European Commission have each adopted laws that require us to significantly increase our disclosures related to climate change and mitigation efforts and, in turn, has required us to incur additional costs to comply and impose more oversight obligations on our Board of Directors and management.

For example, the California legislature and European Union have each adopted laws that require us to significantly increase our disclosures related to climate change and mitigation efforts and, in turn, has required us to incur additional costs to comply and impose more oversight obligations on our Board of Directors and management.

If we are not able to retain the services of our workforce, there may be an adverse effect on our operations and/or our operating performance until we find suitable replacements.

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Claims regarding product safety, quality and/or ingredient content issues, efficacy or lack thereof (real or imagined), our culture and our workforce, our environmental impact and the sustainability of our operations, or allegations of product contamination, even if false or unfounded, could tarnish the image of our brands and may cause consumers to choose other products.

Consumer demand for our products could diminish significantly if we, our employees, bottlers/distributors, suppliers or business partners fail to preserve the quality of our products and/or act or are perceived to act in an unethical, illegal, discriminatory, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of our customers, or the use of customer data.

Furthermore, our brand image or perceived product quality could be adversely affected by litigation, unfavorable reports in the media (internet or elsewhere), studies in general and regulatory or other governmental inquiries (in each case whether involving our products or those of our competitors) and proposed or new legislation affecting the beverage industry, whether related to alcohol or non-alcohol beverages.

Furthermore, our brand image or perceived product quality could be adversely affected by litigation, unfavorable reports in the media (internet or elsewhere), studies in general and regulatory or other governmental inquiries (in each case whether involving our products or those of our competitors) and proposed or new legislation or regulations affecting the beverage industry, whether related to alcohol or non-alcohol beverages.

Negative postings or comments on social media or networking websites about the Company or any one of our brands, even if inaccurate or malicious, could generate adverse publicity that could damage the reputation of our brands or the Company.

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Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages.

There also has been increased focus on caffeine content in beverages, and we are seeing some attention to other ingredients in energy drinks.

To the extent any such legislation is enacted in one or more jurisdictions where a significant amount of our products are sold, individually or in the aggregate, it could result in a reduction in demand for, or availability of, our non-zero calorie and/or low calorie energy drinks and adversely affect our business, financial condition and results of operations.

There has also been heightened focus on the caffeine and ingredient content in beverages.

In the past year alone, certain states, including Texas and West Virginia, have enacted laws, mandating food label warnings regarding certain ingredients contained in products and/or banning certain additives.

To the extent any such legislation is enacted in one or more jurisdictions where a significant amount of our products are sold, individually or in the aggregate, it could result in a reduction in demand for, or availability of, our energy drinks and adversely affect our business, financial condition and results of operations.

The production, distribution and sale, as well as our manufacturing facilities themselves, in the United States of many of our products are also currently subject to various federal and state regulations, including, but not limited to:

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various environmental statutes;

data privacy laws;

privacy and data protection laws;

California Proposition 65;

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Outside the United States, the production, distribution and sale of many of our products are also subject to numerous statutes and regulations.

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

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

Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations and inhibit the sales of such products.

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Significant costs to satisfy environmental compliance, remediation or compensatory requirements, or the imposition of penalties or restrictions on operations by governmental agencies or courts, may adversely affect our business, financial condition, and results of operations.

Increasing international and regional concern over sustainability matters, including climate change, will likely result in new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain sustainability metrics, such as recycling.

Increasing international and regional concern over sustainability matters, including climate change, has resulted in, and will likely continue to result in, new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain sustainability metrics, such as recycling.

If we fail to comply with applicable environmental compliance mandates or fail to meet sustainability metrics, our business operations and our reputation could be adversely impacted.

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

We are subject to the risks of litigation, investigations and/or enforcement actions by state attorneys general and/or other government and/or quasi-governmental agencies relating to the production, advertising, marketing, promotion, data protection, labeling, ingredients, usage and/or sale of our products, and we are a party, from time to time, to various government and regulatory inquiries and/or proceedings.

Changes in the regulation of artificial intelligence could result in enforcement actions, fines, or other adverse consequences.

We operate in a global market, and our use of AI is subject to different levels of regulations in different markets.

These differences, as well as changes in the way AI is regulated—including potential new requirements governing transparency, accountability, data usage, and model controls—could increase our compliance costs, limit the use of certain technologies, or require changes to our products and processes.

Any failure to comply with emerging AI regulatory frameworks could result in enforcement actions, fines, or other adverse consequences.

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

We are subject to the risks of litigation, investigations and/or enforcement actions by state attorneys general and/or other government agencies (quasi or otherwise) relating to, among other things, the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products, and we are a party, from time to time, to various government and regulatory inquiries and/or proceedings.

Defending these proceedings can result in significant ongoing expenditures and the diversion of our management’s time and attention from the operation of our business, which could have a negative effect on our business operations.

In addition, from time to time, government and/or quasi-governmental agencies may investigate the safety of caffeine and other ingredients in energy drinks as well as the safety and potential adverse effects of alcohol beverages.

If an inquiry by a state attorney general or other government or quasi-governmental agency finds that our products and/or the production, advertising, marketing, promotion, data protection, labeling, ingredients, usage and/or sale of such products are not in compliance with applicable laws or regulations, we may become subject to fines, product reformulations, container changes, changes in the usage or sale of our products and/or changes in our advertising, marketing, promotion, and data practices, each of which could have an adverse effect on our business, financial condition or results of operations.

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

Litigation regarding our products and practices, and related unfavorable media attention, could expose us to significant liabilities and reduce demand for our products, thus negatively affecting our financial results.

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

Other lawsuits have been filed against us claiming that certain statements made in our advertisements and/or on the labels of our products were false and/or misleading or otherwise not in compliance with food standards under local law, and/or that our products are not safe.

Putative class action lawsuits have also been filed against certain of our competitors asserting that certain claims in their advertisements amount to false advertising.

We do not believe any statements made by us in our promotional materials or set forth on our product labels are false or misleading or noncompliant with local law, or that our products are in any way unsafe, and we vigorously defend such lawsuits.

We do not believe any statements made by us in our promotional materials or set forth on

our product labels are false or misleading or noncompliant with local law, or that our products are in any way unsafe, and we vigorously defend such lawsuits.

Our acquisition of Monster Brewing Company also exposes us to class action or other private or governmental litigation and claims relating to alcohol marketing, advertising, or distribution practices, alcohol abuse problems or other health consequences arising from excessive consumption of or other misuse of alcohol, including death.

For example, in a number of states, plaintiffs have alleged that alcohol beverage manufacturers and marketers have improperly targeted underage consumers in their advertising in violation of the consumer protection or deceptive trade practices statutes of certain states.

Any of the foregoing matters or other litigation, the threat thereof, or unfavorable media attention arising from pending or threatened product-related litigation could consume significant financial and managerial resources and result in decreased demand for our products, significant monetary awards against us, an injunction barring the sale of any of our products and injury to our reputation.

Any of the foregoing matters or other litigation, the threat thereof, or unfavorable media attention arising from pending or threatened product-related litigation related to our products or practices could consume significant financial and managerial resources and result in decreased demand for our products, significant monetary awards against us, an injunction barring the sale of any of our products and injury to our reputation.

Our failure to successfully defend or settle any litigation or legal proceedings could result in liabilities that, to the extent not covered by our insurance, could have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock to decline.

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For example, in recent years, we have experienced limited recalls of certain products in Canada, Europe, and the United States.

A material product recall could adversely affect our profitability and our brand image and corporate reputation.

A material product recall could adversely affect the availability of our products, our profitability, including the loss of product sales from the destruction of product inventory, and our brand image and corporate reputation.

We do not maintain recall insurance.

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We also have been, and may in the future be, unable to use our trademarks, trade names or designs and/or trade dress in certain countries, which may impact sales of the affected brands and require increased expenditures, which could have an adverse effect on our business, financial condition or results of operations.

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

We have been, and may continue to be, the subject of cybersecurity attacks.

We may be subject to further attacks in the future whether we appropriately allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure.

Cybersecurity attacks may be difficult to detect for periods of time, and include, but are not limited to, malicious software (malware, ransomware and viruses), phishing and social engineering, attempts to gain unauthorized access to networks, computer systems and data, malicious or negligent actions of employees (including misuse of information they are entitled to access), cyber extortion, electronic or wire fraud, and business email compromise, among others.

These cybersecurity attacks may be caused by failures during routine operations, such as system upgrades, user errors, network or hardware failures, malicious or disruptive software, unintentional or malicious actions of employees or contractors, as well as cybersecurity attacks by hackers, criminal groups or nation-state organizations.

Due to such constant evolving nature and methods of security threats, we cannot predict the form and nature of any future cybersecurity attack, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.

Cybersecurity attacks could lead to disruptions in or loss of access to our data or business systems;

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

We have been, and may continue to be, the subject of cybersecurity incidents.

We may be subject to further incidents in the future even if we appropriately allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure.

Cybersecurity incidents may be difficult to detect for periods of time, and include, but are not limited to, malicious software (malware, ransomware and viruses), phishing and social engineering, attempts to gain unauthorized access to networks, computer systems and data, malicious or negligent actions of employees (including misuse of information they are entitled to access), cyber extortion, electronic or wire fraud, and business email compromise, among others.

These cybersecurity incidents may be caused by failures during routine operations, such as inadvertent lack of system upgrades leading to unpatched vulnerabilities, user errors, network or hardware failures, malicious or disruptive software, unintentional or malicious actions of employees or contractors, as well as cybersecurity attacks by hackers, criminal groups or nation-state organizations.

Due to the constant evolving nature and methods of security threats, we cannot predict the form and nature of any future cybersecurity incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.

Cybersecurity incidents could lead to disruptions in or loss of access to our data or business systems;

an inability to process customer orders or lost customer orders;

unauthorized release of confidential, proprietary or otherwise protected information belonging to us or our employees, customers, consumers, partners, or suppliers;

unauthorized release of confidential, proprietary or otherwise protected information belonging to us or our employees, customers, consumers, partners, suppliers, or other third party service providers;

lost revenues or other costs due to office, plant, production, warehouse or other facility disruption or shutdown;

additional expenses, including the cost of remediating incidents or improving security measures, increased insurance costs, or ransomware payments;

and corruption of data.

Moreover, if our data management systems do not effectively collect, store, process and report relevant data for the operation of our business (such as due to a cybersecurity attack), our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially.

and corruption or destruction of data.

Moreover, if our data management systems do not effectively collect, store, process and report relevant data for the operation of our business (such as due to a cybersecurity incident), our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially.

We also may suffer reputational damage because of lost or misappropriated confidential or proprietary information belonging to us, or employees, customers, suppliers or other third-party service providers, which could result in legal action and increased regulatory oversight, including governmental inquiries, investigations, enforcement actions and regulatory fines.

Any such consequences could materially and adversely affect our financial condition, results of operations and cash flows.

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

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

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

We are upgrading our enterprise resource planning system, including implementing SAP S4 HANA with a planned go-live date of January 1, 2028, in order to improve operational efficiency, scalability, and overall business management.

These upgrades involve personnel training, data migration, and potential security and stability risks, and any significant delays or failures could disrupt our business and negatively affect our operations and financial results.

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

We rely on relationships with third parties, including suppliers, distributors, bottlers, contract packers, contractors, cloud data storage and other information technology service providers and other external business partners, for certain functions or for services in support of our operations.

These third-party service providers and partners, with whom we may share data, have, and could in the future, experience cybersecurity attacks.

Third parties have been, and could in the future, experience challenges complying with laws and regulation, such as data protection requirements, and interruptions to business systems, disruption to operations, and employee failures.

These third-party service providers and partners, with whom we may share data and operational systems, have, and could in the future, experience cybersecurity incidents.

Third parties have experienced, and could in the future experience, challenges complying with laws and regulations, such as data protection requirements, and interruptions to business systems, disruption to operations, and employee failures.

While we have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures.

Furthermore, our management of multiple third-party service providers increases our operational complexity.

Third parties have and could in the future experience cybersecurity attacks that may involve data we share with them or rely on them to provide to us with respect to timely notification and access to personnel and information concerning an incident, which may complicate our efforts to resolve any issues that arise.

As a result, we are subject to the risk that the activities associated with our third party service providers and partners will adversely affect our business, even if the cyber security attack does not directly impact our systems or information.

Additionally, these risks are also present in acquired businesses, joint ventures or companies that we invest in or with whom we partner.

Such businesses use separate information systems or have not yet been fully integrated into our information systems.

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

We receive, process, transmit and store information relating to certain identified or identifiable individuals (“personal data”), including customers and current and former employees, in the ordinary course of business.

Third parties have and could in the future experience cybersecurity incidents that may involve data we share with them or rely on them to provide to us with respect to timely notification and access to personnel and information concerning an incident, which may complicate our efforts to resolve any issues that arise.

Third parties on whom we rely for our business operations, products, and services have and could in the future experience cybersecurity incidents that may impede their ability to deliver or provide to us business operations, products, or services.

As a result, we are subject to the risk that the activities associated with our third-party service providers and partners will adversely affect our business, even if the cybersecurity incident does not directly impact our systems or information.

Additionally, these risks are also present in acquired businesses, joint ventures or companies that we invest in or with whom we partner and over which we do not yet, or will not have, direct control.

Such businesses may use separate information systems or have not yet been fully integrated into our information systems.

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

We receive, process, transmit and store information relating to certain identified or identifiable individuals (“personal data”), including customers, partners, and current and former employees, in the ordinary course of business.

As a result, we are subject to various U.S.

and international laws and regulations relating to personal data.

These laws are subject to change, and new personal data legislation may be enacted in other jurisdictions at any time.

In the European Union, the General Data Protection Regulation (“GDPR”) includes operational requirements for companies within scope who receive or otherwise process personal data of residents of data subjects (which may not necessarily be limited to those who are residents of the European Union) and also includes significant penalties for noncompliance.

Additionally, privacy laws and regulations have been adopted or are being considered by various U.S.

These data protection laws and regulations impose operational requirements, including disclosures to consumers about personal data practices, opt-out and consent choices and required contractual terms with certain third parties.

These laws and regulations, as well as changes and new laws and regulations that apply to personal data, subject the Company to, among other things, additional costs and may require changes to our business practices, security systems, policies, and procedures.

Inquiries from regulators and/or private litigation regarding our use of personal data could harm our reputation, cause loss of consumer confidence, and subject us to government enforcement actions (including fines and injunctions), which may result in potential loss of revenue, increased costs, liability for monetary damages or fines and/or criminal prosecution, thereby negatively impacting our business and operating results.

These laws are subject to change, and new personal data or cybersecurity legislation and/or regulations may be enacted in other jurisdictions at any time.

Additionally, privacy and data protection laws and regulations have been adopted or

are being considered by various U.S.

These laws and regulations impose operational requirements, including disclosures to consumers about personal data practices, opt-out and consent choices and required contractual terms with certain third parties, as well as obligations to provide notice to individuals, third parties, and/or regulators in the event of certain cybersecurity incidents involving personal data.

In China, for instance, the Personal Information Protection Law also imposes requirements on the collection, use, and cross-border transfer of personal information, and noncompliance may result in penalties and operational restrictions.

These laws and regulations, as well as changes and new laws and regulations that apply to personal data and cybersecurity practices, subject the Company to, among other things, additional costs and may require changes to our business practices, security systems, policies, and procedures.

Inquiries from regulators and/or private litigation regarding our use and protection of personal data could harm our reputation, cause loss of consumer confidence, and subject us to government enforcement actions (including fines and injunctions), which may result in potential loss of revenue, increased costs, liability for monetary damages or fines and/or criminal prosecution, thereby negatively impacting our business and operating results.

Financial Risks

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federal income tax returns are subject to examination by the IRS.

Our state income tax returns are subject to examination for the 2020 through 2024 tax years.

Our state income tax returns are generally subject to examination for the 2021 through 2025 tax years.

The United Kingdom and Ireland income tax returns are subject to examination for the 2021 through 2025 tax years.

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Changes in U.S.

tax laws as a result of legislation proposed by a new U.S.

tax laws as a result of legislation proposed by the U.S.

presidential administration or U.S.

Congress could affect our provision for income taxes, resulting in an adverse impact on our financial condition or results of operations.

For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”), which includes a broad range of tax reform provisions, was enacted in the United States.

We cannot guarantee that it will not affect our financial condition or results of operations in the future.

In addition, changes in the manner in which U.S.

multinational corporations are taxed on foreign earnings, including changes in how existing tax laws are interpreted or enforced, could adversely affect our financial condition or results of operations.

For example, the Organization for Economic Cooperation and Development (“OECD”) has recommended changes to numerous long-standing international tax principles through its base erosion and profit shifting (“BEPS”) project.

These changes, to the extent adopted, may increase tax uncertainty, result in higher compliance costs and adversely affect our provision for income taxes, results of operations and/or cash flow.

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Any such charge would adversely impact our results of operations.

As of December 31, 2024, our goodwill totaled approximately $1.33 billion and other intangible assets totaled approximately $1.41 billion.

For the year ended December 31, 2024, we recorded $86.3 million and $40.8 million of impairment charges related to goodwill and to certain other indefinite lived intangible assets, respectively.

As of December 31, 2025, our goodwill totaled

approximately $1.33 billion and other intangible assets totaled approximately $1.38 billion.

For the year ended December 31, 2025, we recorded $38.4 million of impairment charges related to certain finite-lived intangible assets in the Alcohol Brands segment.

Fluctuations in foreign currency exchange rates may adversely affect our operating results.

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We have not used instruments to hedge against all foreign currency risks and are therefore not protected against all foreign currency fluctuations.

As a result, our reported earnings may be affected by changes in foreign currency exchange rates.

As a result, our reported earnings are, and may continue to be, affected by changes in foreign currency exchange rates.

Moreover, any favorable impacts to profit margins or financial results from fluctuations in foreign currency exchange rates are likely to be unsustainable over time.

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Global economic uncertainties, including highly inflationary economies and foreign currency exchange rates and rising interest rates, affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities.

There can be no assurance that economic improvements will occur, or that they would be sustainable, or that they would enhance conditions in markets relevant to us.

There can be no assurance that economic improvements will occur, would be sustainable, or would enhance conditions in markets relevant to us.

In addition, we cannot predict the duration and severity of disruptions in any of our markets or the impact they may have on our customers or business, as our expansion outside of the United States has increased our exposure to any developments or crises in African, Asian, Central and South American, European, Middle Eastern and other international markets.

Unfavorable economic conditions and financial uncertainties, including economic slowdowns and recessions, and unstable political conditions, including civil unrest and governmental changes, in our major international markets could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.

The foregoing also includes the impact of several elections worldwide, including the 2024 U.S.

elections, and the resulting policy shifts, the impact of such new policies implemented by the U.S.

Moreover, geopolitical tensions have created, and may continue to create, supply chain and financial risk due to our reliance on aluminum for packaging and the potential for increased costs due to tariffs or shortages.

Unfavorable economic conditions and financial uncertainties, including economic slowdowns and recessions, and unstable political conditions, including civil unrest and governmental changes, in our major markets could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.

federal government has shut down multiple times in recent years, in some cases for prolonged periods, and may shut down again in the future, which could significantly impact business and economic conditions.

The foregoing also includes the impact of several elections worldwide and the resulting policy shifts, the impact of new policies implemented by the U.S.

or other jurisdictions particularly with respect to tax and trade policies, including tariffs, and the impact of sanctions and related activities by the U.S., European Union, or other jurisdictions and any increased economic uncertainty and volatility in commodity prices that it poses.

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Default by or failure of one or more of our counterparties could cause us to incur significant losses and negatively impact our results of operations and financial condition.

Volatility of stock price may restrict sale opportunities.

Volatility of our stock price may restrict sale opportunities.

Our stock price is affected by a number of factors, including stockholder expectations, financial results, the introduction of new products by us and our competitors, general economic and market conditions such as inflation, estimates and projections by the investment community and public comments by other parties, as well as many other factors, including litigation, many of which are beyond our control.

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During the fiscal year ended December 31, 2025, the high of our stock price was $78.31 and the low was $45.70.

Our investments are subject to risks which may cause losses and affect the liquidity of such investments.

At December 31, 2025, we had $2.09 billion in cash and cash equivalents, $677.1 million in short-term investments and $487.3 million in long-term investments, including commercial paper, certificates of deposit, municipal securities, U.S.

treasuries and corporate bonds.

Certain of these investments are subject to general credit, liquidity, market and interest rate risks.

These risks associated with our investment portfolio may have an adverse effect on our future results of operations, liquidity and financial condition.

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What changed 10-K

Item 1A. Risk Factors