What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-02-28 compared with 2024-02-29 · 119 added, 123 removed, 352 unchanged (41% of the section changed)

17 unchanged sentences

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

● Our inability to implement our growth strategy, including expanding our business in existing and new sectors or successfully integrate acquired businesses or assets could adversely affect our business and financial results.

● Our inability to implement our growth strategy, including expanding our business in existing and new sectors or successfully recognize the anticipated benefits of acquired businesses or assets could adversely affect our business and financial results.

● Changes in consumer product and shopping preferences may reduce demand for our products.

● Our continued expansion outside of the United States exposes us to uncertain conditions and other risks in international markets.

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

● 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.

● 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.

2 unchanged sentences

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

● The COVID-19 pandemic has impacted and may continue to impact our business and operations.

● Failure to meet sustainability expectations or standards could expose us to increased costs, reputational harm, or other adverse consequences.

● 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.

2 unchanged sentences

Government Regulation and Litigation Risks

● Changes in government regulation, or a failure to comply with existing regulations, related to energy drinks could adversely affect our business, financial condition and results of operations.

● Changes in government regulation, or a failure to comply with existing regulations, including those related to energy drinks, data protection and advertising, 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.

● 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 attorneys general, other government agencies and/or quasi-government agencies into the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products.

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

● 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.

● 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.

● If we encounter material product recalls, our business may suffer material losses and such recalls could damage our brand image and corporate reputation, also resulting in material losses.

Intellectual Property, Information Technology and Data Privacy Risks

Intellectual Property, Information Technology and Data Privacy and Security Risks

● 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 and third party service providers exposes us to cybersecurity breaches and other interruptions that could disrupt our business operations and adversely impact our reputation and 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.

● 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.

28 unchanged sentences

TCCC is obligated for a period of time to vote all of its common shares of the Company in excess of 20% of the outstanding common shares in the same proportion as all common shares not owned by TCCC with respect to a proposal for a change of control.

However, if TCCC were to oppose such a change-in-control transaction, a bidder would be required to secure the support of holders of at least 62.5% of the Company’s common shares not owned by TCCC (assuming that TCCC increased its ownership to 20% of the Company’s common shares) to achieve a vote of a majority of the Company’s outstanding shares for a change-in-control transaction.

However, if TCCC were to oppose such a change-in-control transaction, a bidder would be required to secure the support of holders of greater than 62.5% of the Company’s common shares not owned by TCCC (assuming that TCCC maintains its ownership of more than 20% of the Company’s common shares) to achieve a vote of a majority of the Company’s outstanding shares for a change-in-control transaction.

In addition, TCCC would have a bidding advantage if the Company’s board of directors were to seek to sell the Company in the future because TCCC would not need to pay a control premium on the shares it owns at such time.

8 unchanged sentences

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.

For example, in 2022, sales of many of our product lines continued to be adversely impacted by production capacity constraints as a result of above forecast consumer demand.

A lengthy disruption or delay in the production of any of our products could significantly adversely affect, and has adversely affected, our revenues from and/or costs of such products, because alternative co-packing facilities in the United States and abroad with adequate long-term capacity may not be available for such products either at commercially reasonable rates and/or costs, within a reasonably short time period and/or within a geographically cost effective distance, if at all.

A lengthy disruption or delay in the production of any of our products could significantly adversely affect, and historically has adversely affected, our revenues from and/or costs of such products, because alternative co-packing facilities in the United States and abroad with adequate long-term capacity may not be available for such products either at commercially reasonable rates and/or costs, within a reasonably short time period and/or within a geographically cost effective distance, if at all.

In addition, in recent years, there has been a 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.

1 unchanged sentence

We rely on limited Company-owned facilities for production of certain of our non-alcohol and alcohol beverages, and developments negatively affecting production at such facilities could materially impact the financial results of our business.

Currently, Bang Energy® beverages are manufactured at our recently acquired facility in Phoenix.

Further, we are dependent on Monster Brewing Company’s portfolio of craft breweries, which includes Oskar Blues Brewery, Cigar City Brewing, Squatters Craft Beers, Wasatch Brewery, Deep Ellum Brewing Company, and Perrin Brewing Company, to manufacture certain of our alcohol products.

Adverse changes or developments affecting our Phoenix facility could adversely impact our ability to produce Bang Energy® drinks or cause us to halt our production of such beverages.

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.

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 money to run at the same capacity as our Phoenix facility, Norwalk facility or our current breweries.

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.

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

7 unchanged sentences

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

The TCCC North American Bottlers, Coca-Cola Europacific Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Coca-Cola Amatil, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa and Coca-Cola İçecek are our primary domestic and international distributors of our non-alcohol products.

We also sell our alcohol beverages to certain beer distributors through generally separate distribution networks for distribution to retailers.

The TCCC North American Bottlers, Coca-Cola Europacific Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa and Coca-Cola İçecek are our primary domestic and international distributors of our non-alcohol products.

We also sell our alcohol beverages to certain beer and alcohol beverage distributors through generally separate distribution networks for distribution to retailers.

As a result, if we are unable to maintain good relationships with these bottlers/distributors, if changes in control or ownership occur within the current distribution network, or if they do not effectively focus on marketing, promoting, selling and/or distributing our products, sales of our products could be adversely affected.

24 unchanged sentences

In response to these concerns and advocacy, advertising by alcohol producers could be further restricted, additional cautionary labeling or packaging requirements might be imposed, further restrictions on the sale of alcohol might be imposed, or there may be renewed efforts to impose increased excise or other taxes on alcohol sold in the United States or abroad.

In addition, the increase of such criticism and negative perception

of alcohol beverages generally could decrease sales and the consumption of alcohol, including the demand for our alcohol products.

In addition, the increase of such criticism and negative perception of alcohol beverages generally could decrease sales and the consumption of alcohol, including the demand for our alcohol products.

Any such developments may have a negative impact on the operating results of our Alcohol Brands segment.

11 unchanged sentences

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 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.

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.

The rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, and closures of physical retail operations, particularly during and following the COVID-19 pandemic, may result in a shift away from physical retail operations to digital channels and a reduction in impulse purchases.

The rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, and closures of physical retail operations may result in a shift away from physical retail operations to digital channels and a reduction in impulse purchases.

As we build our e-commerce capabilities, we may not be able to develop and maintain successful relationships with existing and new e-commerce retailers without experiencing a deterioration of our relationships with key customers operating physical retail channels.

4 unchanged sentences

Due to competition in the beverage industry, there can be no assurance that we will not encounter difficulties in maintaining our current revenues, market share or position in the beverage industry.

Moreover, there can be no assurance

that we will successfully react to the emergence of new subcategories within the energy and/or alcohol beverage sectors.

Moreover, there can be no assurance that we will successfully react to the emergence of new subcategories within the energy and/or alcohol beverage sectors.

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

Our inability to implement our growth strategy, including expanding our business in existing and new sectors or to successfully integrate acquired businesses or assets could adversely affect our business and financial results.

Our inability to implement our growth strategy, including expanding our business in existing and new sectors or to successfully recognize the anticipated benefits of acquired businesses or assets could adversely affect our business and financial results.

Our ability to compete in the highly competitive beverage industry and to achieve our business growth objectives depends, in part, on our ability to develop new flavors, products and packaging.

5 unchanged sentences

We may continue to make acquisitions that expand our business within the beverage industry.

Overall, the effectiveness of these acquisitions can be less predictable than developing new lines of beverages and might not provide the anticipated benefits or desired rates of return.

Overall, the effectiveness of acquisitions can be less predictable than developing new lines of beverages and might not provide the anticipated benefits or desired rates of return.

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 successfully transition the acquired Bang Energy® beverages to the Company’s primary bottlers/distributors or if we are unable to consolidate operations and/or rationalize brands acquired from Bang Energy® and Monster Brewing Company.

To the extent we integrate acquired 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, we may be unable to procure shelf space, retain customers, or increase sales of the acquired Bang Energy® beverages.

The costs of achieving these benefits could also be higher than we expected.

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.

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.

9 unchanged sentences

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, the perceived undesirability of artificial ingredients, and the potential adverse consequences from excess consumption of alcohol beverages.

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.

23 unchanged sentences

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.

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.

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.

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

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.

For certain flavors purchased from third-party suppliers and used in a limited number 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.

We do not have possession of the list of such flavor ingredients or formulas used in the production of

certain of our products and certain of our blended concentrates, and we may be unable to obtain comparable flavors or concentrates from alternative suppliers on short notice.

Our third-party flavor suppliers generally do not make such flavors and/or blended concentrates available to other third-party customers.

We have identified alternative suppliers for certain of the ingredients contained in many of our beverages.

However, certain of our co-packing arrangements allow such co-packers to increase their fees based on certain of their own cost increases.

We are uncertain whether the prices of any of the above or any other raw materials or ingredients will continue to rise or may rise in the future.

We are unsure whether we will be able to pass on future price increases to our customers.

For example, recently, certain retailers have ceased the sale of certain beverage products due to continued price increases.

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

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.

We do not have possession of the list of such flavor ingredients or formulas used in the production of certain of our products and certain of our blended concentrates, and our third-party flavor suppliers generally do not make such flavors and/or blended concentrates available to other third-party customers.

While we have identified alternative suppliers for certain of the ingredients contained in many of our beverages, we may be unable to obtain comparable flavors or concentrates from alternative suppliers on short notice.

We are also uncertain whether the prices of any of the above raw materials, or any other raw materials or ingredient for that matter, will rise, or continue to rise, in the future and, if so, whether we will be able to pass on such increases to our customers.

Certain of our co-packing arrangements, for instance, allow such co-packers to increase their fees based on certain of their own cost increases.

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.

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

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.

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.

8 unchanged sentences

In order to be able to deliver our products on a timely basis, we need to maintain adequate inventory levels of the requisite products.

If the inventory of our products held by our distributors and/or retailers is too high, they will not place orders for additional products, which could unfavorably impact our future sales and adversely affect our operating results.

If we produce excess inventory, we may have significant inventory writeoffs.

Further, if the inventory of our products held by our distributors and/or retailers is too high, they will not place orders for additional products, which could unfavorably impact our future sales and adversely affect our operating results.

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

5 unchanged sentences

In some cases, we are able to fix the prices of certain packaging supplies and/or commodities for a reasonable period.

In other cases, we bear the risk of increases in the costs of these packaging supplies, including the underlying costs of the commodities that comprise

these packaging supplies.

In other cases, we bear the risk of increases in the costs of these packaging supplies, including the underlying costs of the commodities that comprise these packaging supplies.

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

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

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.

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

Because of our increasingly global presence, our business could be affected by unstable political conditions, civil unrest, protests and demonstrations, large-scale terrorist acts, especially those directed against the United States or other major industrialized countries where our products are distributed, the outbreak or escalation of armed hostilities (such as the military conflicts in Ukraine, Israel and Gaza as well as tensions in the Middle East in general and tensions across the Taiwan Straits), major natural disasters and extreme weather conditions, such as hurricanes, wildfires, tornados, earthquakes or floods, or widespread outbreaks of infectious diseases (such as the COVID-19 pandemic).

Because of our increasingly global presence, our business could be affected by unstable political conditions, civil unrest, protests and demonstrations, large-scale terrorist acts, especially those directed against the United States or other major industrialized countries where our products are distributed, the outbreak or escalation of armed hostilities, major natural disasters and extreme weather conditions, such as hurricanes, wildfires, tornados, earthquakes or floods, or widespread outbreaks of infectious diseases (such as the COVID-19 pandemic).

Such catastrophic events could impact our operations and our supply chain, including the production and/or distribution of our products.

4 unchanged sentences

If our operations are disrupted or we are unable to grow our business as a result of these factors, our growth rate could decline and our business, financial condition and results of operations could be adversely affected.

The COVID-19 pandemic has impacted and may continue to impact our business and operations.

The COVID-19 pandemic has presented, and may continue to present, a substantial public health and economic challenge in certain countries and has affected, and may continue to affect, our employees, communities and business operations, as well as the global economy and financial markets.

The human and economic consequences, and consequences in general, of the COVID-19 pandemic, including new variants, as well as the measures taken or that may be taken in the future by governments, businesses (including the Company and our suppliers, bottlers/distributors, co-packers and other service providers) and the public at large to limit the COVID-19 pandemic, have and may in the future directly and indirectly impact our business and results of operations.

The negative impacts and consequences of the COVID-19 pandemic may have a material adverse effect on our business, reputation, operating results and/or financial condition and could exacerbate many of the risk factors discussed herein, any of which could materially affect our business, reputation, operating results and/or financial condition.

Failure to meet sustainability expectations or standards could expose us to increased costs, reputational harm, or other adverse consequences.

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

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.

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.

Furthermore, the rules, regulations, and standards set forth by various governmental and self-regulatory organizations, including the SEC, the European Commission, and the Financial Accounting Standards Board, continue to evolve in scope and complexity, which, in turn, makes compliance more uncertain and difficult.

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.

Our failure or perceived failure to progress or achieve our sustainability goals, maintain sustainability practices, or comply with emerging sustainability regulations that meet developing regulatory or stakeholder expectations could harm our reputation, harm our ability to maintain or attract customers and talent, and expose us to increased scrutiny from enforcement authorities and stakeholders.

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

In addition, previously reported data has, and may continue to be, adjusted to reflect improvements in the availability and quality of internal and third-party data, changes in the nature and scope of our operations, and other changes in circumstances.

If our climate-related information, processes and disclosures are incomplete or inaccurate, our reputation, business, and growth could be negatively impacted.

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.

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.

Our failure or perceived failure to progress or achieve our climate-related commitments, maintain sustainability practices, or comply with emerging sustainability regulations that meet developing regulatory or stakeholder expectations could harm our reputation, harm our ability to maintain or attract customers and talent, and expose us to increased scrutiny from enforcement authorities and stakeholders.

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.

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.

3 unchanged sentences

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

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 may 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.

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.

In September and October 2024, for example, Hurricanes Helene and Milton impacted sales at retail in certain states.

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.

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.

The predicted effects of climate change may also result in challenges regarding the availability and quality of water, or less favorable pricing for water, which could adversely impact our business and results of operations.

5 unchanged sentences

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 companies to significantly increase their disclosures related to climate change and mitigation efforts, which will require us to incur additional costs to comply and impose more oversight obligations on our Board of Directors and management.

The SEC has also proposed similar rules.

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.

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.

1 unchanged sentence

We do not maintain key person life insurance on any members of our senior management.

The loss of services of either Rodney Sacks, Chairman and Co-Chief Executive Officer, Hilton Schlosberg, Vice Chairman and Co-Chief Executive Officer, or any other key members of our senior management could adversely affect our business until suitable replacements can be found.

The loss of services of any key member of our senior management team could adversely affect our business until suitable replacements can be found.

There may be a limited number of personnel with the requisite skills to serve in these positions, and we may be unable to locate or employ such qualified personnel on acceptable terms.

12 unchanged sentences

Likewise, campaigns by activists connecting us, or our supply chain, with human and workplace rights and/or environmental or animal rights issues could adversely impact our corporate image and reputation.

We have made a number of commitments to respect human rights, including the policies and initiatives described in our California Transparency in Supply Chains Act & United Kingdom Modern Slavery Act statement.

We have made commitments to respect human rights, including the policies and initiatives described in our Modern Slavery Transparency Statement.

Allegations, even if untrue, that we are not respecting the human rights found in the United Nations Universal Declaration of Human Rights;

actual or perceived failure by our suppliers or other business partners to comply with applicable labor and workplace rights laws, including child labor laws, or their actual or perceived abuse or misuse of migrant workers;

adverse publicity surrounding obesity and alcohol consumption, including alcoholism and drunk driving;

adverse publicity surrounding obesity and alcohol consumption, including alcoholism, drunk driving and associated cancer risks;

and other such concerns related to our products, water usage, our environmental impact and the sustainability of our operations, labor relations, our culture and our workforce or the like could negatively affect our Company’s overall reputation and brand image, which in turn could have a negative impact on our products’ acceptance by consumers.

Government Regulation and Litigation Risks

Changes in government regulation, or a failure to comply with existing regulations related to energy drinks, could adversely affect our business, financial condition and results of operations.

Changes in government regulation, or a failure to comply with existing regulations, including those related to energy drinks, data protection and advertising, could adversely affect our business, financial condition and results of operations.

Legislation has been proposed and/or adopted at the U.S.

federal, state and/or municipal level and proposed and/or adopted in certain foreign jurisdictions to restrict the sale of energy drinks (including, prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limit the content or levels of caffeine and other ingredients in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, limit product size or impose age restrictions for the sale of energy drinks.

federal, state and/or municipal level and proposed and/or adopted in certain foreign jurisdictions to restrict the sale of energy drinks (including, prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs, such as SNAP), limit the content or levels of caffeine and other ingredients in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, limit product size or impose age restrictions for the sale of energy drinks.

For a discussion of certain of such legislation, see “Part I, Item 1 – Business – Government Regulation.” Furthermore, additional legislation may be introduced in the United States and other countries at the federal, state, provincial, local, municipal and/or supranational level in respect of each of the foregoing subject areas.

1 unchanged sentence

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 energy drinks and adversely affect our business, financial condition and results of operations.

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.

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:

9 unchanged sentences

Governmental agencies heavily regulate the alcohol beverage industry.

In particular, they monitor and regulate licensing, warehousing, trade and pricing practices, permitted and required labeling, including warning labels, signage, advertising, relations with wholesalers and retailers, and, in control states, product listings.

In particular, such agencies monitor and regulate licensing, warehousing, trade and pricing practices, permitted and required labeling, including warning labels, signage, advertising, relations with wholesalers and retailers, and, in control states, product listings.

Increased regulatory trade practice enforcement may increase in response to the Treasury Report.

There may also be a focus on companies with established non-alcohol beverages lines of business that have expanded into the alcohol beverage industry, since marketing practices that are acceptable in the non-alcohol space may have regulatory challenges in the alcohol space.

Both in the U.S.

and in other markets, there may also be a focus on companies with established non-alcohol beverages lines of business that have expanded into the alcohol beverage industry, since marketing practices that are acceptable in the non-alcohol space may have regulatory challenges in the alcohol space (including with respect to crossover appeal from one category to another).

In addition, other countries in which we may sell alcohol beverages could impose duties, excise taxes and/or other related taxes.

1 unchanged sentence

Additionally, if such agencies or jurisdictions, foreign or domestic, choose to implement new or revised laws, regulations, fees, taxes, or other such requirements, our business could be adversely affected.

If such governmental bodies require increased additional product labeling, warning requirements, or limitations on the marketing or sale of our alcohol products due to their contents or allegations concerning their potential to cause adverse health effects, our sales of alcohol beverages may be adversely affected.

Attention to the risks of alcohol consumption has been increasing in the United States and abroad.

If governmental bodies require increased additional product labeling, warning requirements, or otherwise limit the marketing or sale of our alcohol products due to their contents or allegations concerning their potential to cause adverse health effects, or our marketing of such products, our sales of alcohol beverages may be adversely affected.

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, and our co-packers, are subject to a wide and increasingly broad array of federal, state, regional, local, and international environmental laws, including statutes and regulations, which aim to regulate emissions and impacts to air, land, and water.

We, and our co-packers, are subject to an ever-changing and increasingly broad array of federal, state, regional, local, and international environmental laws, including statutes and regulations, which aim to regulate emissions and impacts to air, land, and water.

Our operations and those of our co-packers may result in odors, noise, or other pollutants being emitted.

1 unchanged sentence

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 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, 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.

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 attorneys general, other government agencies and/or 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 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, 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.

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.

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, 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 and promotion practices, each of which could have an adverse effect on our business, financial condition or results of operations.

Litigation regarding our products, 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 and shareholder derivative actions.

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.

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.

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.

10 unchanged sentences

We do not maintain recall insurance.

Intellectual Property, Information Technology and Data Privacy Risks

Intellectual Property, Information Technology and Data Privacy and Security Risks

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

4 unchanged sentences

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 and third party service providers exposes us to cybersecurity breaches and other interruptions that could disrupt our business operations and adversely impact our reputation and results of operations.

Information technology, including the Internet and third-party hosted services, enables us to operate efficiently, manage our procurement, supply chain and employee processes, interface with customers, maintain financial accuracy and efficiency and accurately produce our financial statements.

If we do not appropriately allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of customers, business disruptions, and/or the loss of and/or damage to intellectual property through security breaches, including internal and external cybersecurity threats.

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 other forms of electronic security breaches.

These incidents may be caused by failures during routine operations, such as system upgrades, or by user errors, as well as network or hardware failures, malicious or

disruptive software, unintentional or malicious actions of employees or contractors, cyberattacks by hackers, criminal groups or nation-state organizations (which may include social engineering, business email compromise, cyber extortion, denial of service, or attempts to exploit vulnerabilities, such as phishing), geopolitical events, natural disasters, failures or impairments of telecommunications networks, or other catastrophic events.

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

an inability to process customer orders and/or lost customer orders;

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.

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;

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;

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, and/or ransomware payments;

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.

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.

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 and may become exposed to legal action and increased regulatory oversight, including governmental inquiries, investigations, enforcement actions and regulatory fines.

Although we maintain 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 losses.

In addition, the scope and severity of cyber threats, in particular the use of ransomware attacks, are increasing.

Due to such constant evolving nature and methods of security threats, we cannot predict the form and nature of any future 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.

Moreover, if our data management systems, including our SAP enterprise resource planning system, do not effectively collect, store, process and report relevant data for the operation of our business (whether due to equipment malfunction or constraints, software deficiencies, cybersecurity attack and/or human error), our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially.

Any such impairment could materially and adversely affect our financial condition, results of operations, cash flows and the timeliness with which we report our internal and external operating results.

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.

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, are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems, as well as 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, and our management of multiple third party service providers increases our operational complexity.

If we fail to adequately monitor our third party service providers’ and partners’ performance, including for compliance with regulatory and legal requirements, we may have to incur additional costs to correct errors, our reputation could be harmed or we could be subject to litigation, claims, legal or regulatory proceedings, inquiries or investigations.

These risks may also be present if our third party service providers and partners use separate information systems that are not integrated with our systems and suffer a cybersecurity incident.

These risks are also present in acquired businesses, joint ventures or companies that we invest in or partner with that use separate information systems or have not yet been fully integrated into our information systems.

Third parties may experience cybersecurity incidents that may involve data we share with them or rely on them to provide to us, and the need to coordinate with such third-parties, including with respect to timely notification and access to personnel and information concerning an incident, 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 incident does not directly impact our systems or information.

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.

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 current and former employees, in the ordinary course of business.

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.

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

federal and state and foreign laws and regulations relating to personal data.

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 receiving or processing personal data of residents of the European Union different from those that were previously in place and also includes significant penalties for noncompliance.

Additionally, privacy laws and regulations adopted or being considered by various states, including the California Consumer Privacy Act of 2018 (“CCPA”) and the California Privacy Rights Act, provides new private rights of action and statutory damages for certain data breaches and impose operational requirements on companies that process personal data of state residents, including making disclosures to consumers about data collection, processing and sharing practices and allowing consumers to opt out of certain data sharing with third parties.

Changes introduced by the GDPR and state privacy laws, as well as other changes to existing personal data protection laws and the introduction of such laws in other jurisdictions, subject the Company to, among other things, additional costs and expenses and may require costly changes to our business practices and security systems, policies, procedures and practices.

There can be no assurances that our security controls over personal data, training of personnel on data privacy and data security, vendor management processes, and the policies, procedures and practices we implement will prevent the improper processing or breaches of personal data.

Data breaches or improper processing, or breaches of personal data in violation of the GDPR or of other personal data protection or privacy laws and regulations, could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, 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 .

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.

Financial Risks

10 unchanged sentences

Changes in U.S.

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

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

presidential administration or U.S.

Congress, which may include efforts to change or repeal the 2017 Tax Cuts and Jobs Act and the federal corporate income tax rate reduction, could adversely affect our provision for income taxes, resulting in an adverse impact on our financial condition or results of operations.

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

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

2 unchanged sentences

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.

In connection with the OECD’s

BEPS project, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in various countries.

In connection with the OECD’s BEPS project, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in various countries.

Economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult, and the final resolution of tax audits and any related litigation could differ from our historical provisions and accruals, resulting in an adverse impact on our financial condition or results of operations.

5 unchanged sentences

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, 2023, we recorded $38.7 million of impairment charges related to certain non-amortizing intangibles.

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.

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

14 unchanged sentences

If we fail to maintain effective disclosure controls and procedures and internal control over financial reporting on a consolidated basis, our stock price and investor confidence in the Company could be materially and adversely affected.

such controls and procedures, our business, results of operations, financial condition and/or the value of our stock could be materially harmed.

We are required to maintain both disclosure controls and procedures as well as internal control over financial reporting that are effective for the purposes described in “Part II, Item 9A – Controls and Procedures.” If we fail to maintain such controls and procedures, our business, results of operations, financial condition and/or the value of our stock could be materially harmed.

Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations.

2 unchanged sentences

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

The foregoing also includes the military conflicts in Ukraine, Israel and Gaza as well as tensions in the Middle East in general and tensions across the Taiwan Straits and any increased economic uncertainty and volatility in commodity prices that it poses.

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.

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.

Default by or failure of one or more of our counterparty financial institutions could cause us to incur significant losses.

12 unchanged sentences

During the fiscal year ended December 31, 2024, the high of our stock price was $61.23 and the low was $43.32.

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

At December 31, 2023, we had $2.30 billion in cash and cash equivalents, $955.6 million in short-term investments and $76.4 million in long-term investments, including certificates of deposit, commercial paper, corporate bonds, U.S.

government agency securities, U.S.

treasuries, and to a lesser extent, municipal securities.

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.

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 1A. Risk Factors