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OTHER INFORMATION
−Removed: During the three months ended December 31, 2023, no directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.
+Added: Other than as set forth below, during the three months ended December 31, 2024, no directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: On November 14, 2024 , Gavin Hattersley , our President, Chief Executive Officer and Director , entered into a pre-arranged stock trading plan intended to qualify as a Rule 10b5-1 trading arrangement (the "Hattersley 10b5-1 Sales Plan").
+Added: The Hattersley 10b5-1 Sales Plan provides for the potential exercise of vested stock options and the associated sale of up to 155,789 shares of the Company's Class B common stock generated from the exercise of the aforementioned options between February 27, 2025 and February 27, 2026 .
+Added: Further, the Hattersley 10b5-1 Sales Plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
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Incorporated by reference to our definitive proxy statement for our 2025 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2024.
−Removed: Equity Compensation Plan Information
−Removed: The following table summarizes information about the Incentive Compensation Plan as of December 31, 2023.
−Removed: All outstanding awards shown in the table below relate to our Class B common stock.
−Removed: Plan category Number of securities to be
−Removed: issued upon exercise of
−Removed: outstanding options,
−Removed: warrants and rights (Column A) Weighted-average
−Removed: exercise price of
−Removed: outstanding options,
−Removed: warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)
−Removed: Equity compensation plans approved by security holders (1)
−Removed: 3,697,498 $57.25 4,325,695
−Removed: Equity compensation plans not approved by security holders — N/A —
−Removed: Total 3,697,498 $57.25 4,325,695
−Removed: (1) Under the Incentive Compensation Plan, we may issue RSUs, DSUs, PSUs and stock options.
−Removed: The number of securities to be issued upon exercise of outstanding awards includes 1,279,121 RSUs and DSUs, 880,125 PSUs (assuming the target award is met) and 1,538,252 options outstanding as of December 31, 2023.
−Removed: See Part II—Item 8 Financial Statements and Supplementary Data, Note 16, "Share-Based Payments" for further discussion.
−Removed: Outstanding RSUs, DSUs
−Removed: and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
29 unchanged sentences
8-K 4.2 May 3, 2012
−Removed: Incorporated by Reference Filed/Furnished Herewith
−Removed: Exhibit Number Document Description Form Exhibit Filing Date
Second Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
4 unchanged sentences
10-Q 4.9 November 1, 2016
+Added: Incorporated by Reference Filed/Furnished Herewith
+Added: Exhibit Number Document Description Form Exhibit Filing Date
Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
17 unchanged sentences
8-K 4.3 July 7, 2016
−Removed: Incorporated by Reference Filed/Furnished Herewith
−Removed: Exhibit Number Document Description Form Exhibit Filing Date
4.4.4 Third Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
4 unchanged sentences
10-K 4.5.6 February 14, 2017
+Added: Incorporated by Reference Filed/Furnished Herewith
+Added: Exhibit Number Document Description Form Exhibit Filing Date
4.4.7 Sixth Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
6 unchanged sentences
8-K 4.3 July 7, 2016
−Removed: 4.8 Form of 4.200% Senior Notes due 2046.
−Removed: 8-K 4.3 July 7, 2016
4.5.1 Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee.
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10-K 4.14.6 February 14, 2018
−Removed: Incorporated by Reference Filed/Furnished Herewith
−Removed: Exhibit Number Document Description Form Exhibit Filing Date
4.5.7 Sixth Supplemental Indenture, dated as of August 31, 2020, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
2 unchanged sentences
8-K 4.10 July 7, 2016
−Removed: 4.11 Description of Registrant's Securities.
−Removed: 10-K 4.18 February 12, 2020
+Added: 4.6.1 Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee .
+Added: 8-K 4.1 May 29, 2024
+Added: 4.6.2 First Supplemental Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee .
+Added: 4.2 May 29, 2024
+Added: 4.6.3 Form of 3.800% Senior Notes due 2032
+Added: 8-K 4.2 May 29, 2024
+Added: Description of Registrant's Capital Stock
+Added: Incorporated by Reference Filed/Furnished Herewith
+Added: Exhibit Number Document Description Form Exhibit Filing Date
+Added: Description of Registrant's 3.800% Senior Notes due 2032.
10.1 * Amended and Restated Molson Coors Brewing Company Directors' Stock Plan effective May 31, 2012.
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8-K 10.1 May 28, 2021
−Removed: 10.2.2 * Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan for awards granted prior to 2020.
−Removed: 10-K 10.2.2 February 14, 2017
−Removed: 10.2.3 * Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan for awards granted prior to 2020 .
−Removed: 10-K 10.2.3 February 14, 2017
10.2.2 * Form of Directors DSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.
10-K 10.2.4 February 14, 2017
−Removed: 10.2.5 * Form of Directors RSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan for awards granted prior to 2020 .
−Removed: 10-Q 10.6 November 7, 2008
10.2.3 * Form of Stock Option pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.
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10-K 10.2.7 February 23, 2022
+Added: 10.2.5 * Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024.
+Added: 10-Q 10.4 April 30, 2024
+Added: 10.2.6 * Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K.
+Added: 10-Q 10.7 April 30, 2024
+Added: 10.2.7 * Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024 applicable to Gavin D.K.
+Added: 10-Q 10.10 April 30, 2024
10.2.8 * Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020.
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10-K 10.2.10 February 23, 2022
+Added: 10.2.11 * Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024.
+Added: 10-Q 10.2 April 30, 2024
+Added: 10.2.12 * Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K.
+Added: 10-Q 10.5 April 30, 2024
+Added: Incorporated by Reference Filed/Furnished Herewith
+Added: Exhibit Number Document Description Form Exhibit Filing Date
+Added: 10.2.13 * Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to Gavin D.K.
+Added: 10-Q 10.8 April 30, 2024
10.2.14 * Form of Cash-Settled Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020.
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10-Q 10.1 May 3, 2022
−Removed: Incorporated by Reference Filed/Furnished Herewith
−Removed: Exhibit Number Document Description Form Exhibit Filing Date
10.2.16 * Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2022 applicable to Gavin D.K.
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10-Q 10.3 May 3, 2022
−Removed: F orm of R estr icted Stock Unit Agreement pu r suant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2023 .
+Added: Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2023.
10.6 May 2, 2023
−Removed: * Directors Service Agreement, dated January 1, 2022, by and between Zagrebačka Pivovara d.o.o.
−Removed: and Sergii Ieskov.
−Removed: 10-Q 10.2 May 2, 2023
+Added: 10.2.19 * Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024.
+Added: 10-Q 10.3 April 30, 2024
+Added: 10.2.20 * Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K.
+Added: 10-Q 10.6 April 30, 2024
+Added: 10.2.21 * Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to Gavin D.K.
+Added: 10-Q 10.9 April 30, 2024
10.3 * Form of Executive Continuity and Protection Program Letter Agreement .
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8-K 10.1 February 28, 2023
−Removed: 10.9.1 * Offer Letter, dated November 12, 2021, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo.
+Added: Incorporated by Reference Filed/Furnished Herewith
+Added: Exhibit Number Document Description Form Exhibit Filing Date
+Added: 10.9 * Offer Letter, dated July 21, 2023, by and between Molson Coors Beverage Company and Natalie G.
+Added: 10-Q 10.1 April 30, 2024
+Added: 10.10.1 * Directors Service Agreement, dated January 1, 2022, by and between Zagrebačka Pivovara d.o.o.
+Added: and Sergii Ieskov.
10-Q 10.2 May 2, 2023
−Removed: 10.9.2 * Consulting Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo.
−Removed: 8-K 10.1 April 6, 2023
−Removed: 10.9.3 * General Waiver and Release Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo.
−Removed: 8-K 10.2 April 6, 2023
+Added: 10.10.2 * Mutual Agreement on Termination between Sergii Ieskov, Zagrebačka Pivovara d.o.o., and Molson Coors Beverage Company dated October 17, 2024
+Added: 8-K 10.1 October 18, 2024
Amended and Restated Credit Agreement, dated June 26, 2023, by and among Molson Coors Beverage Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, the lenders party thereto, and Citibank, N.A., as administrative agent.
2 unchanged sentences
8-K 10.2 June 28, 2023
+Added: 10.11.3 Amendment No.
+Added: 1 and Extension Agreement, dated as of June 3, 2024, by and among Molson Coors Beverage Company, the Extending Lenders party thereto and Citibank, N.A., as Administrative Agent .
+Added: 8-K 10.1 June 7, 2024
10.12 Form of Commercial Paper Dealer Agreement
2 unchanged sentences
10-K 10.12 February 21, 2023
+Added: 19 Insider Trading Policy
21 Subsidiaries of the Registrant.
22 Molson Coors Beverage Company List of Parent Issuer and Guarantor Subsidiaries.
−Removed: Incorporated by Reference Filed/Furnished Herewith
−Removed: Exhibit Number Document Description Form Exhibit Filing Date
23 Consent of Independent Registered Public Accounting Firm.
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Global Incentive Compensation Clawback Policy
+Added: 10-K 97 February 20, 2024 X
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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December 31, 2022 $ 60.7 $ 20.6 $ ( 23.0 ) $ ( 1.1 ) $ 57.2
−Removed: Deduction amounts related to the deferred tax valuation allowance are primarily due to the utilization of capital loss and operating loss carryforwards and re-evaluations of deferred tax assets.
+Added: Additional amounts related to the deferred tax valuation allowance are primarily due to the valuation allowance that was recorded on deferred tax assets in the third quarter of 2024 related to the sale of certain of our U.S.
+Added: craft businesses.
+Added: The sale resulted in the realization of a capital loss for U.S.
+Added: tax purposes.
+Added: We believe it is more likely than not that the deferred tax asset generated by the capital loss will not be recognized, and as a result, a $ 20.0 million valuation allowance was recorded for the twelve months ended December 31, 2024.
+Added: Deduction amounts are primarily due to the re-evaluation of deferred tax assets.
The impacts of changes in income tax rates on deferred tax valuation allowances are reported in the additions or deductions column accordingly.
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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.