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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-28 · 107 added, 190 removed, 347 unchanged (46% of the section changed)

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to – and should be read in conjunction with – our financial statements and the accompanying notes (“Notes”) included in Part II, Item 8 of this Form 10-K.

The following MD&A is provided as a supplement to – and should be read in conjunction with – our financial statements and the accompanying notes (“Notes”) included in Part II, Item 8 of this Form 10-K.

This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations.

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● Market Risks – information about market risks and risk management.

(See “Forward-Looking Statements” and “Part II, Item 7A – Qualitative and Quantitative Disclosures about Market Risks”).

(See “Forward-Looking Statements” and “Part II, Item 7A – Qualitative and Quantitative Disclosures about Market Risk”).

Pricing Actions

We implemented price increases (i) effective November 1, 2024 (for core brands and packages) and April 1, 2023 (for limited pack sizes) in the United States, and (ii) at various times in certain international markets during 2024 and 2023 (collectively, the “Pricing Actions”).

We implemented price increases in the fourth quarters of fiscal years 2025 and 2024 (for core brands and packages) in the United States and at various times in certain international markets during 2025 and 2024 (collectively, the “Pricing Actions”).

The Pricing Actions positively impacted gross profit margins in 2025 as compared to 2024.

Liquidity and Capital Resources

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

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

We develop, market, sell and distribute energy drink beverages and concentrates for energy drink beverages, primarily under the following brand names:

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Reign Total Body Fuel ®

Reign Inferno® Thermogenic Fuel

Full Throttle®

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Play® and Power Play® (stylized)

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

We also develop, market, sell and distribute still and sparkling waters under the Monster Tour Water® brand name.

Our net sales of $8.29 billion for the year ended December 31, 2025 represented record annual net sales.

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Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Strategic Brands segment of approximately $0.5 million for the year ended December 31, 2025.

Our growth strategy includes further developing our domestic markets, expanding our international business and growing our business into new sectors, such as the alcohol beverage sector.

Net sales to customers outside the United States amounted to $2.96 billion and $2.71 billion for the years ended December 31, 2024 and 2023, respectively.

Our growth strategy includes further developing our domestic markets and expanding our international business.

Net sales to customers outside the United States were $3.44 billion and $2.96 billion for the years ended December 31, 2025 and 2024, respectively.

Such sales were approximately 41% and 40% of net sales for the years ended December 31, 2025 and 2024, respectively.

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Coca-Cola Consolidated, Inc.

accounted for approximately 10%, 10% and 11% of our net sales for the years ended December 31, 2024, 2023 and 2022, respectively.

Reyes Holdings, LLC accounted for approximately 9% of our net sales for the years ended December 31, 2024, 2023 and 2022.

accounted for approximately 10% of our net sales for each of the years ended December 31, 2025, 2024 and 2023.

We continue to incur expenditures in connection with the development and introduction of new products and flavors.

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As of December 31, 2025, the Company had working capital of $3.91 billion compared to $2.54 billion as of December 31, 2024.

The decrease in working capital was primarily the result of the decrease in cash and cash equivalents and short-term investments related to treasury stock repurchases for the year ended December 31, 2024.

The increase in working capital was primarily the result of the increase in cash and cash equivalents and short-term investments.

For the year ended December 31, 2025, our net cash provided by operating activities was approximately $2.10 billion as compared to $1.93 billion for the year ended December 31, 2024.

Principal uses of cash flows in 2024 were purchases of treasury stock and purchases of real property, property and equipment.

These principal uses of cash flows are expected to be and remain our principal recurring use of cash and working capital funds in the future (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”).

Principal uses of cash flows in 2025 were purchases of available-for-sale investments, property and equipment and payments on the Credit Facilities (as defined below).

Principal uses of cash flows are expected to be purchases of investments, our common stock, and property and equipment, with these expected to remain our principal recurring use of cash and working capital funds in the foreseeable future (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”).

Opportunities, Challenges and Risks

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● the imposition of additional regulations, including regulations restricting the sale of energy or alcohol drinks, limiting caffeine or alcohol content in beverages, requiring product labeling and/or warnings, imposing excise taxes and/or sales taxes, and/or limiting product size and/or age restrictions.

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

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

We believe that the following opportunities exist for us:

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● broadening distribution/expansion opportunities in both domestic and international markets;

● launching and/or relaunching our products and new products into new domestic and international markets and channels;

● launching our existing and/or new products into new domestic and international markets and channels;

● continued focus on reducing our cost base.

● our entry into the alcohol category and development of our alcohol portfolio.

Results of Operations

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Operating income as a percentage of net sales

Interest and other income (expense), net

Interest and other income, net

Income before provision for income taxes 1

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Net sales were $8.29 billion for the year ended December 31, 2025, an increase of approximately $801.6 million, or 10.7% higher than net sales of $7.49 billion for the year ended December 31, 2024.

Net sales increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand as well as due to the Pricing Actions.

Net sales increased primarily due to increased worldwide sales of our Monster Energy® brand energy drinks as a result of increased consumer demand.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately $3.0 million for the year ended December 31, 2025.

Net sales on a foreign currency adjusted basis increased 10.7% for the year ended December 31, 2025.

Net sales were $2.77 billion and $2.53 billion for the years ended December 31, 2024 and 2023, respectively, in EMEA, Asia Pacific (including Oceania), Latin America and the Caribbean.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales to customers in EMEA, Asia Pacific (including Oceania), Latin America and the Caribbean of approximately $245.2 million for the year ended December 31, 2024.

Net sales on a foreign currency adjusted basis in EMEA, Asia Pacific (including Oceania), Latin America and the Caribbean increased 19.2% for the year ended December 31, 2024.

Net sales for the Monster Energy® Drinks segment were $7.67 billion for the year ended December 31, 2025, an increase of approximately $801.3 million, or 11.7% higher than net sales of $6.86 billion for the year ended December 31, 2024.

Net sales for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand as well as due to the Pricing Actions.

Net sales for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales of our Monster Energy® brand energy drinks as a result of increased consumer demand.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales for the Monster Energy® Drinks segment of approximately $2.5 million for the year ended December 31, 2025.

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Net sales for the Strategic Brands segment were $468.7 million for the year ended December 31, 2025, an increase of approximately $36.5 million, or 8.4% higher than net sales of $432.2 million for the year ended December 31, 2024.

Net sales for the Strategic Brands segment increased primarily due to increased worldwide sales by volume of our Burn®, Predator®, NOS® and Fury® brand energy drinks as a result of increased consumer demand.

Net sales for the Strategic Brands segment increased primarily due to increased worldwide sales of our Predator®, Burn® and NOS® brand energy drinks as a result of increased consumer demand.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately $0.5 million for the Strategic Brands segment for the year ended December 31, 2025.

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Net sales for the Alcohol Brands segment were $134.7 million for the year ended December 31, 2025, a decrease of approximately $37.6 million, or 21.8% lower than net sales of $172.3 million for the year ended December 31, 2024.

The decrease in net sales for the year ended December 31, 2024 was primarily due to decreased sales by volume of craft beers.

The decrease in net sales for the year ended December 31, 2025 was primarily due to decreased sales of the Beast® Tea and The Beast TM product lines.

Net sales for the Other segment were $25.0 million for the year ended December 31, 2025, an increase of approximately $1.5 million, or 6.2% higher than net sales of $23.6 million for the year ended December 31, 2024.

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The overall average net sales per case for our energy drink products (excluding net sales of Alcohol Brands and Other segments) decreased to $8.48 for the year ended December 31, 2025, which was 1.6% lower than the average net sales per case of $8.62 for the year ended December 31, 2024.

The decrease in overall average net sales per case for our energy drink products for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to higher promotional allowances as a percentage of net sales as well as geographical/product sales mix.

The decrease in overall average net sales per case for our energy drink products for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to adverse changes in foreign currency exchange rates as well as geographical sales mix.

Case sales for our craft beers, FMBs and hard seltzers in 192-ounce equivalents, were 9.7 million cases for the year ended December 31, 2025, a decrease of approximately 2.8 million cases or 22.6% lower than case sales of 12.5 million cases for the year ended December 31, 2024.

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Gross profit was $4.63 billion for the year ended December 31, 2025, an increase of approximately $583.3 million, or 14.4% higher than the gross profit of $4.05 billion for the year ended December 31, 2024.

The increase in gross profit was primarily the result of the increase in net sales.

The increase in gross profit dollars was primarily the result of the increase in net sales.

Gross profit as a percentage of net sales increased to 55.8% for the year ended December 31, 2025 from 54.0% for the year ended December 31, 2024.

The increase for the year ended December 31, 2024 was primarily the result of the Pricing Actions, decreased freight-in costs and decreased aluminum can costs , partially offset by production inefficiencies .

The increase for the year ended December 31, 2025 was primarily the result of the Pricing Actions and supply chain optimization, partially offset by higher promotional allowances and geographical sales mix.

Operating Expenses

Total operating expenses were $2.21 billion for the year ended December 31, 2025, an increase of approximately $94.3 million, or 4.4% higher than total operating expenses of $2.12 billion for the year ended December 31, 2024.

Operating expenses for the year ended December 31, 2024 included impairment charges of $138.8 million related to the Alcohol Brands segment (the “Alcohol Impairment Charges”).

The Alcohol Impairment Charges were primarily the result of operating and financial performance not meeting projections due in part to challenges in the category, as well as a decrease in projected ongoing operating and financial performance.

The Alcohol Impairment Charges relate primarily to goodwill and to certain other indefinite lived intangible assets as well as property and equipment.

Additionally, the increase in operating expenses was primarily due to increased general and administrative expenses of $110.0 million (primarily impairment charges related to the Alcohol Brands segment), increased selling and marketing expenses of $80.5 million (primarily sponsorships and endorsements), increased payroll expenses of $68.7 million and increased distribution expenses (including storage and warehouse) of $18.5 million.

Operating expenses for the years ended December 31, 2025 and 2024, included impairment charges of $53.7 million and $138.8 million, respectively, related to the Alcohol Brands segment.

The Alcohol Brands segment impairment charges relate primarily to certain finite-lived intangible assets as well as property and equipment for the year ended December 31, 2025.

The Alcohol Brands segment impairment charges relate primarily to goodwill and to certain other indefinite-lived intangible assets as well as property and equipment for the year ended December 31, 2024.

The increase in operating expenses for the year ended December 31, 2025 was primarily due to increased payroll expenses of $80.4 million.

Operating expenses as a percentage of net sales for the years ended December 31, 2025 and 2024 were 26.7% and 28.3%, respectively.

Operating Income

Operating income was $1.93 billion for the year ended December 31, 2024, a decrease of approximately $23.1 million, or 1.2% lower than operating income of $1.95 billion for the year ended December 31, 2023.

Operating income as a percentage of net sales decreased to 25.8% for the year ended December 31, 2024 from 27.4% for the year ended December 31, 2023.

Operating income for the year ended December 31, 2024 decreased primarily due to the Alcohol Impairment Charges partially offset by an increase in gross profit.

Operating income was $536.3 million and $409.3 million for the years ended December 31, 2024 and 2023, respectively, for our operations in EMEA, Asia Pacific (including Oceania), Latin America and the Caribbean.

Operating income was $2.42 billion for the year ended December 31, 2025, an increase of approximately $489.1 million, or 25.3% higher than operating income of $1.93 billion for the year ended December 31, 2024.

Operating income as a percentage of net sales increased to 29.2% for the year ended December 31, 2025 from 25.8% for the year ended December 31, 2024.

Operating income was $659.3 million and $536.3 million for the years ended December 31, 2025 and 2024, respectively, for our international operations, exclusive of Canada.

Operating income for the Monster Energy® Drinks segment, exclusive of corporate and unallocated expenses, was $2.98 billion for the year ended December 31, 2025, an increase of approximately $514.0 million, or 20.9% higher than operating income of $2.46 billion for the year ended December 31, 2024.

The increase in operating income for the Monster Energy® Drinks segment was primarily the result of a $233.4 million increase in gross profit.

The increase in operating income for the Monster Energy® Drinks segment was primarily the result of an increase in net sales.

Operating income for the Strategic Brands segment, exclusive of corporate and unallocated expenses, was $240.8 million for the year ended December 31, 2025, an increase of approximately $7.0 million, or 3.0% higher than operating income of $233.8 million for the year ended December 31, 2024.

The increase in operating income for the Strategic Brands segment was primarily the result of a $35.5 million increase in gross profit.

Operating loss for the Alcohol Brands segment, exclusive of corporate and unallocated expenses, was $200.3 million for the year ended December 31, 2024, an increase of approximately $119.2 million, or 146.9% higher than operating loss of $81.1 million for the year ended December 31, 2023.

The increase in the operating loss for the Alcohol Brands segment for the year ended December 31, 2024 was primarily the result of the Alcohol Impairment Charges.

Operating income for the Other segment, exclusive of corporate and unallocated expenses, was $4.6 million for the year ended December 31, 2024, an increase of approximately $1.1 million, or 30.4% higher than operating income of $3.6 million for the year ended December 31, 2023.

The increase in operating income for the year ended December 31, 2024 was primarily the result of the increase in gross profit.

Interest and Other Income (Expense), net

Interest and other income (expense), net, was $59.2 million for the year ended December 31, 2024, as compared to interest and other income (expense), net, of $115.1 million for the year ended December 31, 2023.

Foreign currency transaction gains (losses) were ($26.4) million and ($60.2) million for the years ended December 31, 2024 and 2023, respectively.

The increase in operating income for the Strategic Brands segment was primarily the result of an increase in net sales.

Operating loss for the Alcohol Brands segment, exclusive of corporate and unallocated expenses, was $127.0 million for the year ended December 31, 2025, a decrease of approximately $73.4 million, or 36.6% lower than operating loss of $200.3 million for the year ended December 31, 2024.

The decrease in operating loss for the Alcohol Brands segment for the year ended December 31, 2025 was primarily the result of a decrease in the Alcohol Brands segment impairment charges.

Operating loss for the Alcohol Brands segment, exclusive of the Alcohol Brands segment impairment charges and corporate and unallocated expenses, was $73.3 million and $61.6 million for the years ended December 31, 2025 and 2024, respectively.

Operating income for the Other segment, exclusive of corporate and unallocated expenses, was $3.4 million for the year ended December 31, 2025, a decrease of approximately $1.2 million, or 25.9% lower than operating income of $4.6 million for the year ended December 31, 2024.

Interest and Other Income, net

Interest and other income, net, was $63.2 million for the year ended December 31, 2025, as compared to interest and other income, net, of $59.2 million for the year ended December 31, 2024.

Interest income was $85.2 million and $115.0 million for the years ended December 31, 2025 and 2024, respectively.

The decrease in interest income for the year ended December 31, 2024 was primarily related to lower short- and long-term investment balances as a result of treasury stock repurchases made during the year ended December 31, 2024.

Interest expense was $6.6 million and $27.9 million for the years ended December 31, 2025 and 2024, respectively.

Interest and other income (expense), net included a gain on transaction of $45.4 million related to the acquisition of Bang Energy (“Bang Transaction Gain”) for the year ended December 31, 2023.

Foreign currency transaction gains (losses) were $(11.9) million and $(26.4) million for the years ended December 31, 2025 and 2024, respectively.

Provision for Income Taxes

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The effective combined federal, state and foreign tax rate was 23.2% and 24.1% for the years ended December 31, 2025 and 2024, respectively.

The increase in the effective tax rate was primarily attributable to a decrease in the stock-based compensation deduction for the year ended December 31, 2024.

Net income was $1.51 billion for the year ended December 31, 2024, a decrease of $121.9 million, or 7.5% lower than net income of $1.63 billion for the year ended December 31, 2023.

The decrease in net income for the year ended December 31, 2024 was primarily due to the Alcohol Impairment Charges.

The decrease in the effective tax rate was primarily attributable to an increase in the stock-based compensation deduction for the year ended December 31, 2025.

Net income was $1.91 billion for the year ended December 31, 2025, an increase of $396.4 million, or 26.3% higher than net income of $1.51 billion for the year ended December 31, 2024.

Key Business Metrics

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Gross Billings**

Gross billings were $8.74 billion for the year ended December 31, 2024, an increase of approximately $506.0 million, or 6.1% higher than gross billings of $8.23 billion for the year ended December 31, 2023.

Net changes in foreign currency exchange rates had an unfavorable impact on gross billings of approximately $246.9 million for the year ended December 31, 2024.

Gross billings were $9.83 billion for the year ended December 31, 2025, an increase of approximately $1.09 billion, or 12.5% higher than gross billings of $8.74 billion for the year ended December 31, 2024.

Net changes in foreign currency exchange rates had a favorable impact on gross billings of approximately $8.2 million for the year ended December 31, 2025.

Gross billings on a foreign currency adjusted basis increased 12.4% for the year ended December 31, 2025.

Gross billings for the Monster Energy® Drinks segment were $8.04 billion for the year ended December 31, 2024, an increase of approximately $452.1 million, or 6.0% higher than gross billings of $7.59 billion for the year ended December 31, 2023.

Gross billings for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand as well as due to the Pricing Actions.

Net changes in foreign currency exchange rates had an unfavorable impact on gross billings for the Monster Energy® Drinks segment of approximately $209.7 million for the year ended December 31, 2024.

Gross billings for the Monster Energy® Drinks segment were $9.12 billion for the year ended December 31, 2025, an increase of approximately $1.07 billion, or 13.3% higher than gross billings of $8.04 billion for the year ended December 31, 2024.

Gross billings for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales of our Monster Energy® brand energy drinks as a result of increased consumer demand.

Net changes in foreign currency exchange rates had a favorable impact on gross billings for the Monster Energy® Drinks segment of approximately $8.9 million for the year ended December 31, 2025.

Gross billings for the Monster Energy® Drinks segment on a foreign currency adjusted basis increased 13.2% for the year ended December 31, 2025.

Gross billings for the Strategic Brands segment were $545.4 million for the year ended December 31, 2025, an increase of $54.5 million, or 11.1% higher than gross billings of $490.8 million for the year ended December 31, 2024.

Gross billings for the Strategic Brands segment increased primarily due to increased sales by volume of our Burn®, Predator®, NOS® and Fury® brand energy drinks.

Gross billings for the Strategic Brands segment increased primarily due to increased sales of our Predator®, Burn® and NOS® brand energy drinks.

Net changes in foreign currency exchange rates had an unfavorable impact on gross billings in the Strategic Brands segment of approximately $0.7 million for the year ended December 31, 2025.

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Gross billings for the Alcohol Brands segment were $139.8 million for the year ended December 31, 2025, a decrease of $37.0 million, or 20.9% lower than gross billings of $176.8 million for the year ended December 31, 2024.

The decrease in gross billings for the year ended December 31, 2024 was primarily due to decreased sales by volume of craft beers.

The decrease in gross billings for the year ended December 31, 2025 was primarily due to decreased sales of the Beast® Tea and The Beast TM product lines.

Gross billings for the Other segment were $25.2 million for the year ended December 31, 2025, an increase of $1.6 million, or 6.5% higher than gross billings of $23.7 million for the year ended December 31, 2024.

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Average net sales per case - Alcohol Brands

1 For the year ended December 31, 2022, effectively from February 17, 2022 to December 31, 2022.

Inflation did not have a significant impact on our results of operations for the year ended December 31, 2025.

Inflation had an impact on our results of operations for the year ended December 31, 2024, primarily due to domestic inflation as well as inflation related local currency price increases in certain international markets.

Inflation did not have a significant impact on our results of operations for the year ended December 31, 2023.

Inflation had a negative impact on our results of operations, leading to increased cost of sales and operating expenses for the year ended December 31, 2022.

To mitigate the impact of inflation, we implemented the Pricing Actions.

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Cash and cash equivalents.

As of December 31, 2024, we had $1.53 billion in cash and cash equivalents.

As of 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.

We maintain our investments for cash management purposes and not for purposes of speculation.

Our risk management policies emphasize credit quality (primarily based on short-term ratings by nationally recognized statistical rating organizations) in selecting and maintaining our investments.

We regularly assess the market risk of our investments and believe our current policies and investment practices adequately limit those risks.

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

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

Of our $2.09 billion of cash and cash equivalents held at December 31, 2025, $1.00 billion was held by our foreign subsidiaries.

No short-term or long-term investments were held by our foreign subsidiaries at December 31, 2025.

Long-term debt.

In May 2024, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1.50 billion (collectively, the “Credit Facilities”).

The Credit Facilities consist of a $750.0 million term loan (the “Term Loan”) and up to $750.0 million in multicurrency revolving loan commitments (the “Revolving Credit Facility”).

The Term Loan matures May 2027, and the Revolving Credit Facility matures May 2029.

Borrowings under the Credit Facilities may be repaid at any time during the term of the Credit Facilities and, in the case of the Revolving Credit Facility, may be reborrowed prior to the maturity date.

As of December 31, 2024, borrowings of $375.0 million remained outstanding on the Term Loan.

As of February 27, 2025, borrowings of $225.0 million remained outstanding on the Term Loan.

As of December 31, 2024, the Revolving Credit Facility had remaining availability of $750.0 million.

In May 2024, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders (the “Original Credit Agreement”), which provided for senior unsecured credit facilities in an aggregate principal amount of $1.50 billion (collectively, the “Credit Facilities”).

The Credit Facilities previously consisted of a $750.0 million term loan (the “Term Loan”) and up to $750.0 million in multicurrency revolving loan commitments (the “Revolving Credit Facility”).

The Term Loan was repaid in April 2025 with no additional borrowings permitted.

In addition, pursuant to Amendment No.

1 to the Original Credit Agreement, dated as of October 17, 2025, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders (the “Amended Credit Agreement”), the Company’s aggregate borrowing capacity under the Revolving Credit Facility has been reduced to $500.0 million.

Borrowings under the Revolving Credit Facility bear interest at a variable rate per annum equal to the applicable rate plus margin (as defined in the Amended Credit Agreement).

Borrowings may be repaid at any time during the term of the Revolving Credit Facility and may be reborrowed prior to the maturity date, which is set to occur in May 2029.

As of December 31, 2025, no borrowings were outstanding under the Credit Facilities, and the Company was in compliance with all covenants under the Amended Credit Agreement.

As of February 26, 2026, the Revolving Credit Facility had remaining availability of $500.0 million.

We believe that cash available from operations, including our cash resources and access to credit, will be sufficient for our working capital needs, including purchase commitments for raw materials and inventory, increases in accounts receivable, payments of tax liabilities, expansion and development requirements, purchases of capital assets, purchases of equipment, purchases of real property and purchases of shares of our common stock, through at least the next 12 months.

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Cash provided by operating activities was $2.10 billion for the year ended December 31, 2025, as compared with cash provided by operating activities of $1.93 billion for the year ended December 31, 2024.

For the year ended December 31, 2025, cash provided by operating activities was primarily attributable to net income earned of $1.91 billion and adjustments for certain non-cash expenses, consisting of $129.8 million of depreciation and amortization and non-cash lease expense, $125.7 million of stock-based compensation, $38.4 million impairment of intangibles, and $12.0 million impairment of property and equipment.

For the year ended December 31, 2025, cash provided by operating activities also increased due to a $98.3 million increase in accrued promotional allowances, an $81.3 million increase in accrued liabilities, a $78.5 million increase in accounts payable, a $27.8 million increase in income taxes payable, and a $17.8 million increase in accrued compensation.

For the year ended December 31, 2025, cash used in operating activities was primarily attributable to a $300.6 million increase in accounts receivable, a $39.3 million increase in prepaid expenses and other assets, a $34.9 million increase in inventories, a $23.0 million decrease in deferred revenue, and a $21.1 million increase in prepaid income taxes.

For the year ended December 31, 2024, cash provided by operating activities was primarily attributable to net income earned of $1.51 billion and adjustments for certain non-cash expenses, consisting of $127.1 million impairment of goodwill and other intangibles, $91.0 million of stock-based compensation, $80.4 million of depreciation and amortization, $13.5 million of non-cash lease expense and $8.2 million impairment of property and equipment.

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For the year ended December 31, 2024, cash used in operating activities was primarily attributable to a $93.9 million increase in accounts receivable, a $61.5 million decrease in accounts payable and a $17.4 million decrease in deferred revenue.

For the year ended December 31, 2023, cash provided by operating activities was primarily attributable to net income earned of $1.63 billion and adjustments for certain non-cash expenses, consisting of $68.9 million of depreciation and amortization, $68.8 million of stock-based compensation, $38.7 million loss on impairment of intangibles, $9.0 million of non-cash lease expense and $4.3 million loss on impairment of property and equipment, partially offset by the $45.4 million Bang Transaction Gain.

For the year ended December 31, 2023, cash provided by operating activities also increased due to a $112.8 million increase in accounts payable, a $23.0 million increase in other liabilities, a $13.4 million increase in accrued compensation, an $8.4 million increase in accrued promotional allowances, a $7.9 million decrease in inventories and a $2.0 million decrease in deferred income taxes.

For the year ended December 31, 2023, cash used in operating activities was primarily attributable to a $163.2 million increase in accounts receivable, a $24.5 million decrease in deferred revenue, an $18.8 million increase in prepaid income taxes, a $10.4 million decrease in accrued liabilities and a $10.2 million increase in prepaid expenses and other assets.

Cash flows provided by (used in) investing activities.

Net cash provided by investing activities was $733.7 million for the year ended December 31, 2024, as compared to cash used in investing activities of $193.4 million for the year ended December 31, 2023.

Cash flows (used in) provided by investing activities.

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

For both the years ended December 31, 2025 and 2024, cash provided by investing activities was primarily attributable to sales of available-for-sale investments.

For both the years ended December 31, 2025 and 2024, cash used in investing activities was primarily attributable to purchases of available-for-sale investments.

For the year ended December 31, 2023, cash used in investing activities included $363.4 million related to the acquisition of Bang Energy.

To a lesser extent, for both the years ended December 31, 2025 and 2024, cash used in investing activities also included the acquisition of real property, fixed assets consisting of vans and promotional vehicles, coolers and other equipment to support our marketing and promotional activities, production equipment, furniture and fixtures, office and computer equipment, computer software, equipment used for sales and administrative activities, certain leasehold improvements, improvements to real property as well as the acquisition, defense and maintenance of trademarks.

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Cash flows used in financing activities.

Cash used in financing activities was $3.33 billion for the year ended December 31, 2024 as compared to cash used in financing activities of $542.6 million for the year ended December 31, 2023.

The cash flows used in financing activities for both the years ended December 31, 2024 and 2023 was primarily the result of the repurchases of our common stock.

In addition, the cash flows used in financing activities for the year ended December 31, 2024, were attributable to repayments on the Credit Facilities.

The cash provided by financing activities for the year ended December 31, 2024 was primarily attributable to borrowings under the Credit Facilities and, to a lesser extent, the issuance of our common stock under our stock-based compensation plans.

Cash used in financing activities was $324.4 million for the year ended December 31, 2025 as compared to cash used in financing activities of $3.33 billion for the year ended December 31, 2024.

The cash flows used in financing activities for both the years ended December 31, 2025 and 2024, were attributable to repayments on the Credit Facilities as well as repurchases of our common stock.

The cash flows provided by financing activities for the year ended December 31, 2025 was primarily attributable to the issuance of our common stock under our stock-based compensation plans.

The following represents a summary of the Company’s contractual commitments and related scheduled maturities as of December 31, 2025:

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Operating Leases

Credit Facilities

Purchase Commitments 2

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The Company will recognize an impairment for the amount by which the carrying amount exceeds a reporting unit’s fair value.

For the years ended December 31, 2025 and 2023, there were no goodwill impairments recorded.

For the year ended December 31, 2024, goodwill impairment charges of $86.3 million were recorded related to the Alcohol Brands reporting unit.

Subsequent to the impairment charges recorded, there is no remaining goodwill for the Alcohol Brands reporting unit.

Subsequent to the impairment charges recorded, there was no remaining goodwill for the Alcohol Brands reporting unit.

As of December 31, 2025, the accumulated goodwill impairment balance was $86.3 million related entirely to the Alcohol Brands reporting unit.

For the years ended December 31, 2023 and 2022, there were no goodwill impairments recorded and there were no accumulated impairment balances.

Other Intangibles – In accordance with FASB ASC 350, intangible assets with indefinite lives are not amortized but instead are measured for impairment at least annually, or when events indicate that an impairment exists.

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A significant change in any or a combination of the assumptions used to estimate fair value of our indefinite-lived intangible assets could have a negative impact on the estimated fair values.

The Company amortizes its trademarks with finite useful lives over their respective useful lives.

For the years ended December 31, 2024 and 2023, impairment charges of $40.8 million and $38.7 million were recorded to intangibles primarily related to trademarks in our Alcohol Brands segment.

For the year ended December 31, 2022, an impairment charge of $2.2 million was recorded to intangibles.

Revenue Recognition – Promotional and other allowances (variable consideration) recorded as a reduction to net sales for our energy drink products primarily include consideration given to the Company’s non-alcohol bottlers/distributors or retail customers including, but not limited to the following:

For the year ended December 31, 2025, no impairment charges were recorded to indefinite-lived intangible assets.

For the years ended December 31, 2024 and 2023, impairment charges of $40.8 million and $38.7 million were recorded to indefinite-lived intangible assets primarily related to tradenames in our Alcohol Brands segment.

Revenue Recognition – Promotional and other allowances (variable consideration) recorded as a reduction to net sales for our energy drink products primarily include consideration given to the Company’s non-alcohol bottlers/distributors or customers including, but not limited to, the following:

● discounts granted off list prices to support price promotions to end-consumers by retailers;

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● the Company’s agreed share of fees given to bottlers/distributors and/or directly to retailers for advertising, in-store marketing and promotional activities;

● the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers;

● the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers;

● incentives given to the Company’s bottlers/distributors and/or retailers for achieving or exceeding certain predetermined sales goals;

● discounted or free products;

● discounted and/or free products or cash rebates;

● contractual fees given to the Company’s bottlers/distributors related to sales made directly by the Company to certain customers that fall within the bottlers’/distributors’ sales territories;

● commissions paid to TCCC based on our sales to certain wholly-owned subsidiaries of TCCC and/or to certain companies accounted for under the equity method by TCCC.

The Company’s promotional allowance programs for its energy drink products with its bottlers/distributors and/or retailers are executed through separate agreements in the ordinary course of business.

These agreements generally provide for one or more of the arrangements described above and are of varying durations, ranging from one week to one year.

The Company’s promotional and other allowances for its energy drink products are calculated based on various programs with bottlers/distributors and retail customers, and accruals are established during the year for its anticipated liabilities.

These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and/or distributor and retail customer performance levels.

● commissions paid to TCCC based on our sales to wholly-owned subsidiaries of TCCC and/or to TCCC bottlers/distributors accounted for under the equity method by TCCC.

The Company’s promotional allowance programs for its energy drink products are executed through separate agreements in the ordinary course of business.

These agreements generally provide for one or more of the arrangements described above and are of varying durations, typically ranging from one week to one year.

These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and/or bottler/distributor and retail customer performance levels.

Differences between such estimated expenses and actual expenses for promotional and other allowance costs have historically been insignificant and are recognized in earnings in the period such differences are determined.

Promotional and other allowances for the Alcohol Brands segment primarily include price promotions where permitted.

Promotional and other allowances for our Alcohol Brands segment primarily include price promotions where permitted.

Recent Accounting Pronouncements

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Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside our control and involve a number of risks, uncertainties and other factors, that could cause actual results and events to differ materially from the statements made including, but not limited to, the following:

● Lack of anticipated demand for our products in domestic and/or international markets;

● Our ability to sustain the current level of sales of and/or achieve growth for our Monster Energy®, Reign Total Body Fuel®, Reign Storm®, Bang Energy® and NOS® brand energy drinks and/or our other products, including our Strategic Brands and Alcohol Brands;

● Decreased demand for our products resulting from changes in consumer preferences, including, but not limited to:

changes in demand for different packages, sizes and configurations;

changes due to perceived health concerns such as obesity, ingredients in our products or packaging, and alcohol abuse;

changes due to product safety concerns;

and/or changes due to decreased consumer discretionary spending power;

● The impact on our business of competitive products and pricing pressures and our ability to increase or maintain our market share as a result of actions by competitors, including unsubstantiated and/or misleading claims, false advertising claims and tortious interference, as well as competitors selling misbranded products;

● Our ability to recognize the anticipated benefits of the acquisition of the Bang Energy® business;

● Our ability to rationalize brands acquired from Monster Brewing Company;

● Our ability to achieve profitability within our Alcohol Brands segment;

● Our ability to absorb, mitigate or pass on cost increases to our bottlers/distributors and/or customers and/or consumers;

● The impact of rising costs, interest rates, and inflation on the discretionary income of our consumers;

● Changes in U.S.

trade policies as a result of any legislation proposed by the recently inaugurated U.S.

presidential administration or U.S.

Congress, which include tariffs on aluminum;

● The impact of military conflicts, including supply chain disruptions, volatility in commodity and energy prices, increased economic uncertainty and escalating geopolitical tensions;

● Fluctuations in growth and/or growth rates (positive or negative) of the domestic and international energy drink categories generally, including in the convenience and gas channel (which is our largest channel) and the impact on demand for our products resulting from deteriorating economic conditions and/or financial uncertainties, including a slowdown in consumer spending generally or reduced demand for consumer goods;

● The impact of temporary or permanent facility closures, production slowdowns and disruptions in operations experienced by our manufacturing facilities, our suppliers, bottlers/distributors, co-packers, and/or breweries, including any material disruptions on the production and distribution of our products;

● Disruption to our and/or our co-packers’ manufacturing facilities and operations due to severe weather, natural disasters, climate change, labor-related issues, production difficulties, capacity limitations, cybersecurity incidents or other causes, which could impair our ability to produce or deliver finished products, resulting in a negative impact on our operating results;

● Our ability to modify our manufacturing facilities to comply with safety, health, environmental, and other regulations;

● The consolidation of co-packers leading us to increasingly rely on fewer co-packing groups, certain of which account for a large percentage of our co-packing capacity for our Monster Energy® drinks;

● The impact of logistical issues and delays, including shortages of shipping containers and port of entry congestion;

● We have extensive commercial arrangements with TCCC and, as a result, our future performance is substantially dependent on the success of our relationship with TCCC;

● The consequence of TCCC’s bottlers/distributors distributing Coca-Cola brand energy drinks, possible reductions in the number of our SKUs carried by such bottlers/distributors and/or such bottlers/distributors imposing limitations on distributing new product SKUs;

● The effect of TCCC being one of our significant stockholders and the potential divergence of TCCC’s interests from those of our other stockholders;

● Our ability to maintain relationships with TCCC system bottlers/distributors and manage their ongoing commitment to focus on our non-alcohol products;

● Disruptions in distribution channels and/or declines in sales due to the termination and/or insolvency of existing and/or new domestic and/or international bottlers/distributors;

● Fluctuations in our inventory levels or those of our bottlers/distributors, planned or otherwise, and the resultant impact on our revenues;

● Unfavorable regulations, including taxation, age restrictions imposed on the sale, purchase, or consumption of our products, marketing restrictions, product registration requirements, tariffs, trade restrictions, container size limitations and/or ingredient restrictions;

● The effect of inquiries from, and/or actions by, state attorneys general, the Federal Trade Commission (the “FTC”), the FDA, the Bureau of Alcohol, Tobacco, Firearms and Explosives (the “ATF”), municipalities, city attorneys, other government agencies, quasi-government agencies, government officials (including members of the U.S.

Congress) and/or analogous central and local agencies and other authorities in the foreign countries in which our products are manufactured and/or distributed into the advertising, marketing, promotion, ingredients, sale and/or consumption of our products, including voluntary and/or required changes to our business practices;

● Our ability to comply with laws, regulations and evolving industry standards regarding consumer privacy and data use and security, including, but not limited to, with respect to the General Data Protection Regulation and the California Consumer Privacy Act of 2018;

● Our ability to achieve profitability and/or repatriate cash from certain of our operations outside the United States;

● Our ability to manage legal and regulatory requirements in foreign jurisdictions, potential difficulties in staffing and managing foreign operations and potentially higher incidence of fraud or corruption and credit risk of foreign customers and/or bottlers/distributors;

● Our ability to produce our products in international markets in which they are sold, thereby reducing freight costs and/or product damages;

● Our ability to effectively manage our inventories and/or our accounts receivables;

● Our foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities denominated in currencies other than the U.S.

dollar, which will continue to increase as foreign sales increase;

● Changes in accounting standards may affect our reported profitability;

● Implications of the Organization for Economic Cooperation and Development’s base erosion and profit shifting project;

● Any proceedings that may be brought against us by the SEC, the FDA, the FTC, the ATF or other governmental or quasi-governmental agencies or bodies;

● The outcome and/or possibility of future shareholder derivative actions or shareholder securities litigation that may be filed against us and/or against certain of our officers and directors, and the possibility of other private shareholder litigation;

● The outcome of product liability or consumer fraud litigation and/or class action litigation (or its analog in foreign jurisdictions) regarding the safety of our products and/or the ingredients in our products and/or claims made in connection with our products and/or alleging false advertising, marketing and/or promotion, and the possibility of future product liability and/or class action lawsuits;

● Exposure to significant liabilities due to litigation, legal or regulatory proceedings, including litigation directed at the energy and alcohol beverage industries generally or at the Company in particular;

● Intellectual property injunctions;

● Unfavorable resolution of possible tax matters;

● Uncertainty and volatility in the domestic and global economies, including risk of counterparty default or failure;

● Our ability to address any significant deficiencies or material weakness in our internal controls over financial reporting;

● Our ability to continue to generate sufficient cash flows to support our expansion plans and general operating activities;

● The sufficiency of our existing capital resources and credit facilities;

● Our anticipated use of our existing cash resources and our ability to obtain additional financing in the future;

● Adverse publicity surrounding obesity, alcohol consumption, and other health concerns related to our products, product safety and quality, water usage, environmental impact and sustainability, human rights, our culture, workforce and labor and workplace laws;

● Our ability to meet or comply with sustainability-related expectations, standards, and regulations, including laws implemented by the California legislature and directives adopted by the European Commission;

● Changes in demand that are weather or season related and/or for other reasons, including changes in product category and/or package consumption;

● Changes in cost and availability of certain key ingredients including aluminum cans, as well as disruptions to the supply chain, as a result of climate change and poor or extreme weather conditions;

● The impact of unstable political conditions, civil unrest, large scale terrorist acts, the outbreak or escalation of armed hostilities, major natural disasters and extreme weather conditions (such as wildfires or hurricanes), widespread outbreaks of infectious diseases (such as the COVID-19 pandemic), or unforeseen economic and political changes and local or international catastrophic events;

● The impact on our business of trademark and trade dress infringement proceedings brought against us relating to any of our brands, which could result in an injunction barring us from selling certain of our products and/or require changes to be made to our current trade dress;

● Our ability to implement and/or maintain price increases, including through reductions in promotional allowances;

● An inability to achieve volume growth through product and packaging initiatives;

● Our ability to implement our growth strategy, including expanding our business in existing and new sectors, such as the alcohol beverage sector;

● The inherent operational risks presented by the alcohol beverage industry that may not be adequately covered by insurance or lead to litigation relating to alcohol marketing, advertising, or distribution practices, alcohol abuse problems and other health consequences arising from excessive consumption of or other misuse of alcohol, including death;

● Our inability to transition distribution agreements in our Alcohol Brands segment and/or the impact of higher costs to change distributors for our alcohol beverages;

● The impact of criticism of our products and/or the energy drink and/or alcohol beverage markets generally and/or legislation enacted (whether as a result of such criticism or otherwise) that restricts the marketing or sale of energy drinks and/or alcohol beverages (including prohibiting the sale of energy and/or alcohol drinks at certain establishments or pursuant to certain governmental programs), limits caffeine or alcohol content in beverages, requires certain product labeling disclosures and/or warnings, imposes excise and/or sales taxes, limits product sizes and/or imposes age restrictions for the sale of energy and/or alcohol drinks;

● Our ability to comply with and/or resulting lower consumer demand and/or lower profit margins for energy drinks and/or alcohol beverages due to proposed and/or future U.S.

federal, state and local laws and regulations and/or proposed or existing laws and regulations in certain foreign jurisdictions and/or any changes therein, including changes in taxation requirements (including tax rate changes, new tax laws, new and/or increased excise, sales and/or other taxes on our products and revised tax law interpretations) and environmental laws, as well as the Federal Food, Drug, and Cosmetic Act and regulations or rules made thereunder or in connection therewith by the FDA.

In addition, our business may be adversely impacted by changes in other food, drug or similar laws in the United States and internationally as well as laws and regulations or rules made or enforced by the ATF and/or the FTC or their foreign counterparts;

● Disruptions in the timely import or export of our products and/or ingredients including flavors, flavor ingredients and supplement ingredients due to port congestion, strikes and related labor issues or otherwise;

● Our ability to satisfy all criteria set forth in any model energy and/or alcohol drink guidelines, including, without limitation, those adopted by the American Beverage Association, of which we are a member, and/or any international beverage associations and the impact that our failure to satisfy such guidelines may have on our business;

● The effect of unfavorable or adverse public relations, press, articles, comments and/or media attention;

● Changes in the cost, quality and availability of containers, packaging materials, aluminum cans or kegs, the Midwest and other premiums, raw materials, including flavors and flavor ingredients, and other ingredients and juice concentrates, co-packing fees, and our ability to obtain and/or maintain favorable supply arrangements and relationships and procure timely and/or sufficient production of all or any of our products to meet customer demand;

● Any shortages that may be experienced in the procurement of containers and/or other raw materials including, without limitation, water, flavors, flavor ingredients, supplement ingredients, aluminum cans generally, to a limited extent PET containers, 24-ounce aluminum cap cans, 19.2-ounce cans and 550ml BRE aluminum cans with resealable ends;

● Our ability to access, secure and purify sufficient supplies of quality water;

● Limitations in procuring sufficient quantities of aluminum cans;

● In order to secure sufficient quantities of aluminum cans and sufficient co-packing availability in the future, we may be required to commit to minimum purchase volumes and/or minimum co-packing volumes.

In the event that we over-estimate future demand for our products and therefore may not purchase such minimum quantities in full, or utilize such minimum co-packing volumes in full, we may incur claims and/or costs or losses in respect of such shortfalls;

● The impact on our cost of sales of corporate activity among the limited number of suppliers from whom we purchase certain raw materials;

● Our ability to pass on to our customers all or a portion of any increases in the costs of raw materials, ingredients, commodities and/or other cost inputs affecting our business;

● Our ability to penetrate new domestic and/or international markets and/or gain approval or mitigate the delay in securing approval for the sale of our products in various countries;

● The effectiveness of sales and/or marketing efforts by us and/or by the bottlers/distributors of our products, most of whom distribute products that may be regarded as competitive with our products;

● Unilateral decisions by bottlers/distributors, buying groups, convenience and gas chains, grocery chains, mass merchandisers, specialty chain stores, e-commerce retailers, e-commerce websites, club stores and other customers to discontinue carrying all or any of our products that they are carrying at any time, restrict the range of our products they carry, impose restrictions or limitations on the sale of our products and/or the sizes of containers of our products and/or devote less resources to the sale of our products;

● The impact of certain activities by competitors and others to persuade regulators and/or 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;

● The impact of possible trading disputes between our bottler/distributors and their customers and/or one or more buying groups which may result in the delisting of certain of our products, temporarily or otherwise;

● The effects of retailer consolidation on our business and our ability to successfully adapt to the rapidly changing retail landscape, including, but not limited to, competition from new entrants, consolidations by competitors and retailers, and other competitive activities;

● Our ability to adapt to the changing retail landscape with the rapid growth in e-commerce retailers;

● The effects of bottler/distributor consolidation on our business;

● The costs and/or effectiveness, now or in the future, of our sponsorships and endorsements, marketing and promotional strategies;

● The success of our sports marketing, social media and other general marketing endeavors both domestically and internationally;

● Possible product recalls and/or reformulations of certain of our products and/or market withdrawals of certain of our products due to defective packaging and/or non-compliant formulas or production in one or more jurisdictions;

● The failure of our bottlers and/or co-packers to manufacture our products on a timely basis or at all;

● Our ability to make suitable arrangements and/or procure sufficient capacity for the co-packing of any of our products both domestically and internationally, the timely replacement of discontinued co-packing arrangements and/or limitations on co-packing availability, including for retort production;

● Our ability to make suitable arrangements for the timely procurement of non-defective raw materials;

● Our inability to protect and/or the loss of our intellectual property rights and/or our inability to use our trademarks, trade names or designs and/or trade dress in certain countries;

● Volatility of stock prices which may restrict stock sales, stock purchases or other opportunities as well as negatively impact the motivation of equity award grantees;

● Provisions in our organizational documents and/or control by insiders which may prevent changes in control even if such changes would be beneficial to other stockholders;

● Any disruption in and/or lack of effectiveness of our information technology systems, including a breach of cyber security, that disrupts our business or negatively impacts customer relationships, as well as cybersecurity incidents involving data shared with or by third parties;

● Succession plans for and/or the recruitment and retention of senior management, other key employees and our employee base in general.

● our ability to sustain and/or surpass the current level of sales of our products, to adapt to changing consumer preferences, and to effectively respond to competitive products and pricing pressures;

● our ability to implement our growth strategy, including expanding our business in existing and new sectors and achieving profitability within our Alcohol Brands segment;

● our ability to adapt to the changing retail landscape with the rapid growth in e-commerce retailers and e-commerce websites;

● our ability to absorb, reduce or pass on to our bottlers/distributors increases in costs and expenses, including the Midwest Premium, and freight costs;

● the impact of the current U.S.

presidential administration’s policies on our energy drinks due to concerns about sugar-sweetened beverages, particular ingredients, such as food dyes, and the “generally recognized as safe” (GRAS) process;

● the impact of proposed or adopted domestic and/or foreign legislation to limit or restrict the sale of energy drinks (including the prohibition of the sale of energy drinks to certain demographics, at certain establishments, in certain container sizes or pursuant to certain governmental programs, such as the Supplemental Nutrition Assistance Program (SNAP));

● the impact of changes in U.S.

trade policies, including the imposition of additional tariffs;

● the impact of adverse changes in our costs, supply chain, inflation or consumer demand for our products;

● the imposition of new and/or increased excise sales and/or other taxes on our products;

● our extensive commercial arrangements with The Coca-Cola Company (TCCC) and, as a result, our future performance’s substantial dependence on the success of our relationship with TCCC;

● the effects of unilateral decisions by bottlers/distributors and/or retailers on our business, including their distribution and placement of our products, their consolidation, their discontinuation, or restriction of the range of, all or any of our products that they carry, their limitations on the sale or sizes of our products and/or their allocation of less resources to the sale of our products;

● changes in the price and/or availability of raw materials and other supply chain issues, such as the availability of products, suitable production facilities and/or co-packing arrangements;

● possible recalls of our products and/or the consequences and costs of defective production;

● disruption to our manufacturing facilities and operations related to climate, labor, production difficulties, capacity limitations, regulations or other causes;

● disruption to and/or lack of effectiveness of our information technology systems, including internal and external cybersecurity threats and breaches;

● adverse publicity surrounding obesity, alcohol consumption and other health concerns related to our products, product safety and quality;

● liabilities resulting from legal or regulatory proceedings, government investigations, and/or injunctions;

● the inherent operational risks, including the abuse or misuse of our products, presented by the alcoholic beverage industry and/or related claims that may not be adequately covered by insurance or may lead to litigation;

● the current uncertainty and volatility in the national and global economy and changes in demand due to such economic conditions, including a slowdown in consumer spending generally;

● the impact of military and geopolitical conflicts, including supply chain disruptions, volatility in commodity prices, increased economic uncertainty and escalating geopolitical tensions.

The foregoing list of important factors and other risks detailed from time to time in our reports filed with the SEC is not exhaustive.

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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 7. Management’s Discussion and Analysis