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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-18 · 308 added, 248 removed, 297 unchanged (65% of the section changed)

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Risks Related to our Company and Operations

Deterioration of general economic, political, credit and/or capital market conditions, including those caused by the ongoing Russia-Ukraine conflict, Middle East conflict or other geopolitical tensions, could adversely affect our financial performance, our ability to grow or sustain our business, financial condition and results of operations, and our ability to access the capital markets.

We operate around the world and global economic and political conditions affect our business and the businesses of our customers, suppliers and consumers.

Because our product sales rely on discretionary spending by consumers, recessions, economic downturns, price instability, inflation, tariffs, slowing economic growth, social and political instability, violent crime, war, terrorism and related matters in the markets where we compete could negatively affect our revenues and financial performance, and adversely impact our ability to grow or sustain our business.

Geopolitical tensions and political conflicts could adversely impact our employees, financial performance and global operations, including by, among other things, jeopardizing the safety of our employees and facilities, disrupting our and our partners’ operations and causing market volatility, which could adversely impact consumer demand and our sales.

For example, current macroeconomic and political instability caused by the Russia-Ukraine conflict, Middle East conflict, global supply chain disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.

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Specifically, the ongoing Russia-Ukraine conflict has adversely affected the global economy, and the geopolitical tensions and conflicts it has generated, and could continue to generate, negatively impact our business operations and financial results.

It has resulted in heightened economic sanctions from the international community, including the U.S., the U.K.

and the European Union.

As a result of the Russia-Ukraine conflict, in 2022 we suspended all exports of all our brands to Russia and subsequently terminated the license to produce any of our brands in Russia.

Even though our sales in Russia have historically been limited, and we have no physical assets in Russia, the widespread impact of the Russia-Ukraine conflict, particularly in Eastern Europe, has had and could continue to have a material adverse impact on our business, financial condition, results of operations, supply chain, intellectual property, partners, customers or employees.

Nevertheless, further escalation of geopolitical tensions, including increased trade barriers or restrictions on global trade, could result in, among other things, broader impacts that expand into other markets, economic recessions, inflationary pressures, cyberattacks, energy supply availability shortages, supply chain and logistics cost increases or disruptions, lower consumer demand and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain.

In addition, the effects of the ongoing Russia-Ukraine conflict could amplify or affect many of our other risks described elsewhere in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

In addition, the capital and credit markets provide us with liquidity to operate and grow our business beyond the liquidity that operating cash flows provide, which can vary from period to period.

A global or regional economic downturn or disruption of the credit markets could increase our future borrowing costs and impair our ability to access capital and credit markets for our operations or to execute our strategic plan.

If our access to capital on terms commercially acceptable to us were to become significantly constrained, or if costs of capital increased significantly, then our financial condition, results of operations and cash flows could be adversely affected.

Further, continued disruption and declines in the global economy have impacted and could continue to impact our customers' liquidity and capital resources, which in turn could impact our ability to collect accounts receivable from them in a timely manner and may have a material adverse impact on our performance, cash flows and capital resources.

Finally, political shifts within our core markets and other related geographies, can lead policymakers to alter laws and policies governing foreign trade and investment policies that could adversely affect our supply chain, business and results of operations, and consumers, as discussed further below.

The global beer industry and the broader alcohol industry are constantly evolving and our position within these industries and the success of our products in our markets may fundamentally change.

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In contrast, it has now become increasingly complex and competitive as the consolidation of brewers has resulted in fewer major market participants.

As a result of the increased global consolidation of brewers and the dynamic of expanding new segments within the industry with new market entrants, including the non-alcohol market, the markets in which we operate, particularly the more mature markets, may evolve at a disadvantage to our current market position.

Ongoing evolution in certain of our beer markets, together with emerging changes in consumer preferences, have resulted in a significant increase in market entrants, consumer choices and market competition, as well as increased government scrutiny.

In addition, local governments may intervene, which may fundamentally accelerate transformational changes to such markets.

For example, the beer markets in the U.S.

and Canada have long consisted of a select number of significant market participants with government-regulated routes to market.

In Canada, changes to interprovincial trade rules, regulations, distribution models and packaging requirements, such as government-owned retail outlets and industry standard returnable bottles, may be disadvantageous to us.

As discussed further below, in the second half of 2024, the licensed sale of beer, wine and ready-to-drink alcoholic beverages in the Province of Ontario was expanded to all convenience stores and all eligible grocery and big-box grocery stores.

This ongoing evolution of the Ontario beer market may have a significant impact on the financial results of our ownership in Brewers Retail, Inc.

Our Coors Light and Miller Lite brands in the Americas, and Carling, Staropramen, Coors, Madrí Excepcional, Ožujsko , and Bergenbier brands in EMEA&APAC represented a significant share of each respective segment's sales volumes in 2024, and several of our other brands represent a significant share of their respective market.

As a result, the markets in which we operate, particularly the more mature markets, like the U.S., Canada and the U.K., may evolve at a disadvantage to our current market position.

Ongoing evolution in certain of our beer markets, together with emerging changes in consumer preferences, have resulted in a significant increase in market entrants, new and innovative products, consumer choices and market competition.

Our Coors Light and Miller Lite brands in the Americas represented approximately 55% of segment net sales in 2025 while, Carling, Staropramen, Coors, Madrí Excepcional, Ožujsko , and Bergenbier brands in EMEA&APAC represented approximately 45% of segment net sales in 2025, with several of our other brands representing a significant share of their respective markets.

Therefore, continued volatility in these markets could disproportionately impact the performance of these brands.

Consequently, any material shift in consumer preferences away from these brands, or from the categories in which they compete, could have a material adverse effect on our business and financial results.

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Furthermore, the broader alcohol industry is experiencing a shift in consumer drinking preferences and behaviors due to, among others, changing demographics and taste preferences (such as the expansion in above premium products, specifically flavored malt beverages, ready-to-drink alcoholic beverages, spirit-based beverages, cider, and other similar beverages, as well as a shift toward non-alcoholic beverages, health and wellness trends (including the use of glucagon-like peptide (GLP-1) agonists, and other similar beverages) downturns in economic conditions or perceived value, as well as changes in consumers' perception of our brands and the brands of our competitors.

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Furthermore, the broader alcohol industry is also experiencing a shift in consumer drinking preferences and behaviors due to, among others, downturns in economic conditions or perceived value, changing demographics and taste preferences, such as the expansion in above premium products, specifically flavored malt beverages, RTDs, spirit-based beverages, cider and other similar beverages, as well as a shift toward non-alcoholic beverages, health and wellness trends (including the use of glucagon-like peptide (GLP-1) agonists), as well as changes in consumers' perception of our brands and the brands of our competitors.

If we are unsuccessful in evolving with, and navigating through, these changes to the markets in which we operate, there could be a material adverse effect on our business and financial results.

If our competitors are able to respond more quickly to the evolving trends within beverage categories, or if our new products in these categories are not successful, our business and financial results may be adversely impacted.

Our success as an enterprise depends on our ability to successfully and timely premiumize our portfolio and innovate beyond beer, and any inability to deliver new products could have a material adverse effect on our business and financial results.

As part of our Acceleration Plan, our future growth will depend, in part, on our ability to premiumize our portfolio and timely innovate and develop new products beyond traditional beer.

In connection with our Acceleration Plan, we plan to continue to innovate, test and scale products.

Our restructuring activities may not be successful and the estimated costs associated with such activities may be more than expected, and our restructuring activities may adversely impact employee hiring and retention.

On October 20, 2025, we announced a corporate restructuring plan, the Americas Restructuring Plan, designed to create a leaner, more agile Americas organization while advancing our ability to reinvest in our business and position us for future growth.

The restructuring involved the elimination of salaried positions across our Americas segment during the fourth quarter of 2025.

The implementation of this plan may be disruptive to our operations, result in higher than anticipated restructuring charges, including severance and related costs, and otherwise adversely affect our results of operations and financial condition, and may not generate the expected savings or other benefits intended by management.

Additional risks associated with the continuing impact of the restructuring activities include employee attrition, the ability to hire new employees in the future, diversion of management attention, and adverse effects on employee morale.

In addition, our ability to complete this plan and achieve the anticipated benefits from it within the expected time frame, or at all, is subject to management’s estimates and assumptions and may vary materially from our expectations, including as a result of factors that are beyond our control.

If we do not realize the expected benefits of this plan on a timely basis, or at all, our business, results of operations and financial condition could be adversely affected.

Furthermore, following completion of this plan, our business may not be more efficient or effective than prior to the implementation of such plan.

Competition and other factors in our markets could require us to adjust prices or increase capital and other expenditures or cause us to lose sales volume, any of which could have a material adverse effect on our business and financial results.

In many of our markets, our primary competitors may have greater financial, marketing, production and distribution resources than we do, and may be more diverse in terms of their geographies and brand portfolios.

We compete with other beer and beverage companies not only for consumer acceptance and loyalty, but also for shelf, refrigerator and tap space in retail establishments and for marketing focus by our distributors and customers, most of which also distribute and sell other beers and beverage products.

If we do not successfully transform along with the evolving industry, market dynamics and consumer preferences, our business and financial results could be materially adversely affected.

Furthermore, our competitors may respond to industry and economic conditions and shifts in consumer behaviors more rapidly or effectively than we do.

In order for us to remain competitive, we will need to continue to quickly and correctly adopt digital technologies, build analytical capabilities and scale brand expense investment levels, which our competitors may be able to achieve faster and with more resources.

In all of the markets in which we operate, aggressive marketing strategies, such as reduced pricing, brand positioning, and increased capital or other investments by these competitors could have a material adverse effect on our business and financial results.

Our profitability may be impacted by prices that do not offset the inflationary pressures, which may impact our gross margins.

Even if we are able to raise the prices of our products, we may not be able to sustain such price increases and consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brand, reputation and sales.

Price increases may also lead to a decrease in demand for our products as competitors may not adjust their prices or consumers may decide not to pay higher prices for our products, which could lead to a decline in sales volume and loss of market share.

Our projections may not accurately predict the volume impact of price increases, which could adversely affect our business, financial condition and results of operations.

In addition, continuing consolidation among major global brewers and between brewers and other beverage companies and convergence of beverage categories may lead to stronger or new competitors, loss of partner brands, negative impacts on our distributor networks, alternate distribution networks and pressures from marketing and pricing tactics by competitors.

Further consolidation of distributors in our industry, as well as increasing retail consolidation within the on-premise channel in certain markets in our EMEA&APAC segment, could reduce our ability to promote our brands in the markets in a manner that enhances rather than diminishes our brands' value, as well as reduce our ability to manage our pricing effectively and efficiently.

Additionally, due to competition with brewers and other beverage companies, an increase in the purchasing power of our large competitors may cause further pricing pressures which could prevent us from increasing prices to recover higher costs necessary to compete.

Such pressures could have a material adverse impact on our business and our financial results and market share.

Increased pressures for reduced pricing or difficulties in increasing prices while remaining competitive within our markets, as well as the need for increased capital investment, marketing and other expenditures could result in lower

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profitability or loss of market share and volumes.

We may also face inflationary pressures that may negatively influence our or our competitors' prices and reduce margins on our products.

Moreover, most of our major markets are mature, so growth opportunities may be more limited to us than to our global competitors who may already be in higher growth or emerging markets.

For example, net sales in our Americas segment accounted for approximately 78% of our total 2025 net sales.

As a result, to the extent that we are unable to maintain or grow our market share in our mature markets, our sales and, in turn, business and financial results could be materially and adversely affected.

Our success as an enterprise depends on our ability to successfully premiumize our portfolio on a timely basis and innovate beyond beer.

Any inability to deliver new products could have a material adverse effect on our business and financial results.

Our future growth will depend, in part, on our ability to continue to premiumize our portfolio and timely innovate and develop new products beyond traditional beer.

We plan to continue to innovate, test and scale products.

In addition, we also rely on certain arrangements with partner brands for innovation, development and growth in new products beyond beer.

However, the launch and ongoing success of new products are inherently uncertain, especially with respect to consumer appeal.

However, each of the launch and ongoing success of new products is inherently uncertain, especially with respect to consumer appeal.

The launch of a new product can give rise to a variety of incremental or one-time costs and an unsuccessful launch or short-lived popularity of our product innovations could, among other things, affect consumer perception of our existing brands and our reputation as well as result in inventory write-offs and other costs.

Our inability to attract consumers to our product innovations relative to our competitors’ products, especially over time, could have a material adverse effect on our growth, business and financial results.

As we premiumize and expand our portfolio to address emerging consumer needs, our existing brands could be adversely affected if we do not sufficiently allocate resources to support them.

A material adverse impact on our brands' sales could affect how distributors and consumers prioritize our products and could create broader challenges for our route to market and ability to reach consumers.

Furthermore, new beer or beyond beer premium products may require unique or higher quality ingredients, which, coupled with a highly competitive marketplace, could negatively impact the profitability and financial return of such new products.

Changes in the social acceptability, perceptions and the political view of the beverage categories in which we operate, including alcohol, could adversely affect our business.

In recent years, there has been an increase in public and political attention on health and well-being as they relate to alcoholic beverages and the other categories in which we operate due in part to public concern over alcohol-related social problems, including driving under the influence, underage drinking and exposure to alcohol advertisements, and health consequences from the use, harmful use and misuse of alcohol.

Negative publicity regarding alcoholic beverages and changes in consumer perceptions in relation to beer or other alcoholic beverages could adversely affect the sale and consumption of our products, which could adversely affect our business and financial results.

Additionally, the concerns around alcohol, as well as health and well-being, could result in unfavorable regulations or other legal requirements in certain markets in which we operate, such as advertising, selling and other restrictions, increased taxes associated with our sales, or the establishment of minimum unit pricing.

Any such regulations or requirements could change consumer and customer purchasing patterns and may require us to incur significant compliance costs, which could negatively impact our business and financial results.

In particular, advocates of prohibition and other severe restrictions on the marketing labeling and sales of alcohol are becoming increasingly organized and coordinated on a global basis, seeking to impose laws or regulations or to bring legal actions against us to substantially curtail the consumption of alcohol, including beer, in developed and developing markets.

Further, the alcohol industry may be criticized and experience an increase in the number of publications and studies, as well as lobbying efforts, arguing there is no safe level of alcohol consumption.

If these perspectives gain traction and are reflected in regulations, requirements or restrictions in jurisdictions where we operate or plan to operate, they could have a material adverse effect on our business and financial results.

For example, in February 2021, the EU published its Europe Beating Cancer Plan, which contemplates a proposal for mandatory health warnings on alcohol beverage product labels.

In January 2025, the United States' outgoing Surgeon General issued an advisory recommending an update to the Surgeon General's warning label in the United States for alcohol-containing beverages to include a cancer risk warning.

In Canada, proposed bills would require alcohol manufacturers to include alcohol health warning labels on alcoholic products that address alcohol-related health risks, including cancer, define a standard alcoholic drink, provide information on the number of standard drinks per package and recommend consumption limits.

Ireland has also enacted legislation requiring new health warning labels on alcohol beverage products.

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Weak, or weakening of, economic, social or other conditions in the markets in which we do business, including cost inflation, tariffs and reductions in discretionary consumer spending, could adversely impact demand for our products or cause consumers to suffer financial hardship, which could have a material adverse effect on our business and financial results.

Consumption of our products in some of our markets could be closely tied to general economic conditions.

Consumption of our products could be closely tied to general economic conditions.

As a result, difficult macroeconomic conditions in our markets, such as further decreases in per capita income and level of disposable income driven by increases in inflation, impacts of tariffs, energy costs, income (and other) taxes and the cost of living, increased and prolonged unemployment or a further decline in consumer confidence, as well as limited or significantly reduced points of access of our product, political or economic instability or other country-specific factors, could continue to have a material adverse effect on the demand for our products.

For example, under difficult or deteriorating economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products by shifting away from our premium and above premium products to lower-priced products offered by us or our competitors, by shifting from on-premise to off-premise consumption, or by shifting purchase to other categories, such as legal cannabis, delta-9, other hemp derived products, or online gambling, each of which could negatively impact our net sales and financial results.

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We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products.

Our business has been, and may continue to be, impacted by supply chain constraints and disruptions, caused in part, by the Russia-Ukraine conflict and the uncertain economic environment worldwide.

Geopolitical tensions and political conflicts could adversely impact our employees, financial performance and global operations, including by, among other things, jeopardizing the safety of our employees and facilities, disrupting our and our partners' operations and causing market volatility, which could adversely impact consumer demand and our sales.

Our business has been, and may continue to be, impacted by supply chain constraints and disruptions, caused in part, by wars and conflicts, such as the Russia-Ukraine conflict, and the uncertain economic environment worldwide.

These supply chain constraints could put significant inflationary pressures on commodity and other input prices.

Supply chain disruptions may cause delays in shipments of our products and supplies.

Failure to adequately produce and timely ship our products to customers could lead to lost potential revenue, failure to meet customer demand, strained relationships with customers including wholesalers, and diminished brand loyalty.

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Failure to adequately produce and timely ship our products to customers could potentially lead to lost revenue, failure to meet customer demand, strained relationships with customers including wholesalers, and diminished brand loyalty.

Further escalation of geopolitical tensions, including increased trade barriers or restrictions on global trade driven in part by increased tariffs, could result in, among other things, broader impacts that expand into other markets, economic recessions, inflationary pressures, cyberattacks, energy supply availability shortages, supply chain and logistics cost increases or disruptions, lower consumer demand and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain.

In addition, our Americas segment is exposed to variability in the market price of a regional premium differential (referred to as “Midwest Premium” in the U.S.) charged by industry participants to deliver aluminum from the smelter to the manufacturing facility.

This premium differential also fluctuates in relation to several conditions, including based on the supply of and demand for aluminum in a particular region, associated transportation costs and warehouse financing transactions, which limit the amount of physical aluminum available to consumers and increases the price differential as a result.

Due to the opaque pricing of Midwest Premium and the limited liquidity of the market, hedging Midwest Premium can be costly.

During times of greater volatility in the Midwest Premium, the variability in our cost of goods sold can also increase.

For example, in 2025, the Midwest Premium increased, which resulted in an approximate $35 million unfavorable impact on our results for the year ended December 31, 2025.

In addition to impacting the price we pay for the raw materials we purchase, changing premium differentials impact our end consumers as we may pass on the increased cost to those consumers in order to maintain our profit margins.

To the extent any of the foregoing factors, including fluctuations in Midwest Premium, affect the availability or prices of ingredients or packaging, or our hedging arrangements do not effectively or completely hedge changes in commodity price risks, and we are not able to pass these increased costs along to customers, our business and financial results could be further materially adversely impacted.

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We purchase and use a large volume of agricultural and other raw materials, which are purchased through supply contracts with third parties, to produce our products (including barley, malted barley, hops, corn and other various adjuncts), as well as water and packaging materials (including aluminum cans and bottles, glass and polyethylene terephthalate containers as well as cardboard and other paper products).

In addition, we also purchase and use a significant amount of diesel fuel, natural gas, electricity and carbon dioxide in our operations.

The supply and price of these raw materials and commodities can fluctuate due to conditions that are difficult to predict and are beyond our control, including global geopolitical conditions or events (including the Russia-Ukraine conflict, especially as to the impact on energy supply prices), global competition for resources, inflationary pressures related to domestic and global economic conditions or supply chain issues, currency fluctuations, alternative sources for suppliers, disease outbreaks or pandemics, trade agreements, governmental regulations (including tariffs), frosts, droughts and other weather conditions and events, agricultural productivity, crop and plant diseases, theft, industry surcharges and other practices.

The supply and price of these raw materials and commodities can fluctuate due to conditions that are difficult to predict and are beyond our control, including global geopolitical conditions or events (including the Russia-Ukraine conflict), governmental regulations (including tariffs that can cause the Midwest Premium to fluctuate and including extended producer responsibility requirements which lead to producers paying the full value chain recycling of packaging materials sold), global competition for resources, inflationary pressures related to domestic and global economic conditions or supply chain issues, currency fluctuations, alternative sources for suppliers, disease outbreaks or pandemics, trade agreements, frosts, droughts and other weather conditions and events, agricultural productivity, crop and plant diseases, theft, industry surcharges and other practices.

Similarly, if the costs of goods continue to increase, our suppliers may seek price increases from us.

If we are unable to mitigate the impact of these matters through price increases to our customers, cost savings initiatives, hedging arrangements, or other measures, our results of operations and financial condition could be adversely impacted.

Changes in the social acceptability, perceptions and the political view of the beverage categories in which we operate, including alcohol, could adversely affect our business.

In particular, advocates of prohibition and other severe restrictions on the marketing and sales of alcohol are becoming increasingly organized and coordinated on a global basis, seeking to impose laws or regulations or to bring legal actions against us to substantially curtail the consumption of alcohol, including beer, in developed and developing markets.

To the extent such views gain traction in regulations of jurisdictions in which we do or plan to do business, they could have a material adverse effect on our business and financial results.

For example, in February 2021, the European Union published its Europe Beating Cancer Plan.

As part of the plan, the European Union has indicated it may issue a proposal for mandatory health warnings on alcohol beverage product labels.

In addition, Ireland passed a law requiring new health warning labels on alcohol beverage products that will come into effect from May 2026.

The success of our business relies heavily on brand image, reputation, product quality and protection of intellectual property.

It is important that we maintain and enhance the image and reputation of our existing brands and products, including our corporate purpose, mission and values.

Concerns about product quality, even when unsubstantiated, could be harmful to our image and the reputation of our brands and products.

While we have quality control programs in place, in the event we or our third-party manufacturers or suppliers experience an issue with product quality or if any of our products become unsafe or unfit for consumption, are misbranded or cause injury, we may experience recalls or liability in addition to business disruption which could further negatively impact our brand image and reputation, negatively affect our sales and cause us to incur additional costs.

A widespread product recall, multiple product recalls or a significant product liability judgment could cause our products to be unavailable for a period of time, which could further reduce consumer demand and brand equity.

We also could be exposed to lawsuits or regulatory enforcement relating to product liability, labelling, marketing or sales practices or intellectual property infringement.

Our brand image and reputation may also be difficult to protect due to less oversight and control as a result of outsourcing some of our operations internationally or entering new or different product lines.

Additionally, if we are unable to address and uphold our plans with respect to our sustainability initiatives or actions by and attitudes of regulators and the public health community, our image and brand equity may be impacted, which may be difficult to combat or reverse and could have a material adverse effect on our business and financial results.

In addition, because our brands carry family names, personal activities by certain members of the Molson or Coors families that harm their public image or reputation could also have an adverse effect on our brands or our reputation.

We also engage with celebrities, influencers and other famous sponsors, and personal activities by these or any other promotional partners or business partners that harm their public image or reputation could also have an adverse effect on our brands or our reputation.

Our brand image, reputation and financial results may be impacted by our ability to navigate marketing campaigns and trends that may intersect, even inadvertently, with various dynamic issues facing society on regional and global levels across the markets in which we operate.

Further, our success is dependent on our ability to protect our intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how.

We cannot be certain that the steps we have taken to protect our intellectual property rights will be sufficient or that third parties will not infringe upon or misappropriate these rights or that other parties may claim that our brands infringe on their intellectual property rights.

If we are unable to protect our intellectual property rights, it could have a material adverse effect on our business and financial results.

Issues and regulations related to climate change, sustainability, human rights and human capital, and stakeholder response thereto may have an adverse effect on our business, financial condition and results of operations and may damage our reputation.

Companies across all industries are facing increasing scrutiny relating to their workforce and environmental practices and policies.

The landscape related to such regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity.

For example, the state of California, and the European Commission have published proposed or final rules, including the European Commission's Corporate Sustainability Reporting Directive, that will require significantly increased disclosures related to climate change and other issues.

We may experience significant future cost increases associated with regulatory compliance for sustainability matters, including fees, licenses, reporting, auditing and the cost of capital improvements for our operating facilities to meet sustainability and/or environmental regulatory requirements.

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Investor advocacy groups, institutional investors, stockholders, activists, employees, consumers, customers, regulators, proxy advisory services and other market participants have increasingly focused on these types of matters and initiatives, as well as the related practices and policies of companies.

These stakeholders have placed increased importance on these practices and their effect on companies from an investor, consumer, customer or employee perspective.

We have also published goals across a range of environmental sustainability and safety matters.

Although we have initiatives against these goals, we may be required to expend resources for them, which could increase our operational costs.

In addition, we could be criticized for the scope or nature of these goals, or for any revisions to our goals.

Furthermore, some stakeholders may disagree with our goals and there is also a risk that stakeholders may change their views on these topics over time.

Our various stakeholders or regulators may also have divergent opinions on these types of matters as well as conflicting expectations regarding our culture, values, goals and business, which makes it difficult to achieve a consistently positive perception amongst all of our various stakeholders.

Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other investments over the achievement of our current goals based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activists, regulators, or other stakeholders.

Some stakeholders may advocate for greater transparency and more aggressive ESG-related commitments across areas such as human capital, labor practices, supply chain oversight, and diversity.

Others, including advocacy organizations and litigation-focused groups, may criticize ESG-related initiatives and challenge companies, through lawsuits, regulatory investigations, and public campaigns, for implementing ESG strategies they deem inconsistent with fiduciary duties or legal obligations.

If our practices do not meet evolving investor, industry, stakeholder or regulatory expectations and standards, related to, among other things, climate change, carbon emissions, packaging, safety and related matters, or if we are perceived (whether or not valid) to have not responded appropriately to the growing and various concerns for or against such issues, or if we fail to meet the goals, among other things, our reputation, culture, ability to attract or retain employees, brands, sales, stock price, ability to access the capital markets, or our overall business or financial results could be adversely affected.

Further, if we incur adverse publicity and reaction from investors, activists, or other stakeholders related to our efforts and goals, the perception of us and our products and services by current and potential customers, as well as investors, could cause our customers and consumers to stop purchasing our products or to purchase products from a competitor or subject us to legal and regulatory proceedings, any of which could have a material adverse effect on our business and financial results.

Cybersecurity incidents impacting our information systems and violations of data privacy laws and regulations could disrupt our business operations and adversely impact our reputation and results of operations.

Our information systems may be the target of cyberattacks or other security breaches, which, if successful, could, among other things, disrupt our operations, applications and services, cause the loss of key business, employee, customer or vendor information, cause us to breach our legal, regulatory or contractual obligations, prevent us from accessing or relying upon critical business records, cause reputational damage, or impact the costs or ability to obtain adequate insurance coverage.

Our information systems may be the target of cyberattacks or other security breaches, which, if successful, could, among other things, disrupt our operations, applications or services, cause the loss of key business, employee, customer or vendor information, cause us to breach our legal, regulatory or contractual obligations, prevent us from accessing or relying upon critical business records, cause reputational damage, or impact the costs or ability to obtain adequate insurance coverage.

These incidents may result from human errors, equipment failure, or fraud or malice on the part of employees or third parties.

The risk of cyber threats or cyberattacks increases as we rely more on digital partners, including supply-chain partners integrated into our business, who may also be the target of cyberattacks or other security breaches.

If our information systems suffer severe disruption, damage, or shutdown we could experience delays and disruptions in our business, including brewery operations, production and shipments and delays in reporting our financial results, such as those we experienced with the March 2021 cybersecurity incident, which could adversely affect our cash flows, competitive position, reputation, financial condition or results of operations.

If our information systems suffer severe disruption, damage, or shutdown we could experience delays and disruptions in our business, including brewery operations, production or shipments, or delays in reporting our financial results, such as those we experienced with the March 2021 cybersecurity incident, which could adversely affect our cash flows, competitive position, reputation, financial condition or results of operations.

A breach of our information systems could subject us to litigation, including class action or derivative lawsuits, regulatory fines, and penalties, any of which could have a material adverse effect on our financial results or reputation.

In recent years, we have experienced an increase in the number of attempted cyberattacks due, in part, to the large number of our employees and contractors that are working and accessing our technology infrastructure remotely because of shifts in working arrangements.

We continue to experience an increase in the number of attempted cyberattacks due, in part, to the increasing reliance of our employees, vendors and contractors on distributed, hybrid, and mobile access to work and access our technology infrastructure because of shifts in working arrangements.

Furthermore, continued geopolitical turmoil, including the Russia-Ukraine conflict, has heightened the risk of cyberattacks.

As discussed further below, the rapid evolution and increased adoption of artificial intelligence and machine learning technologies may intensify our cybersecurity risks.

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As discussed further below, the rapid evolution and increased adoption of artificial intelligence and machine learning technologies by third parties (including threat actors) may increase our cybersecurity risks.

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We expend significant financial resources to attempt to vigorously monitor and mitigate against cyber threats and cyberattacks.

We may be required to incur further costs to alleviate problems and remedy damage caused by physical, electronic and cybersecurity breaches and to address possible increased information system attacks as a result of the incident, which could have a material adverse effect on our business and financial results.

Additionally, these events may not be insured against or may not be fully covered by any insurance maintained by us and there is no assurance that the limitations of liability in any of our contracts would be enforceable or adequate to protect us from liabilities or damages as a result of a cybersecurity incident.

Additionally, these events may not be insured against or may not be fully covered by any insurance maintained by us and there is no assurance that liability clauses in any of our contracts would be enforceable or adequate to protect us from liabilities or damages as a result of a cybersecurity incident (including incidents affecting our third-party vendors).

As techniques used to breach security are growing in frequency and sophistication and are generally not recognized until launched against a target, we may not be able to implement security measures in a timely manner or, if and when implemented, these measures could be circumvented regardless of our expenditures and protection efforts.

We could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or replace networks and information systems, which could have a material adverse effect on our business and financial results.

Misuse, leakage or falsification of information could result in a violation of data privacy laws and regulations, including but not limited to, the European Union's General Data Protection Regulation, California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act and other similar comprehensive data privacy laws, may damage our reputation and credibility or expose us to increased risk of lawsuits, loss of existing or potential future customers and/or increases in our security costs and compliance burden, any of which could have a material adverse effect on our business and financial results.

Other jurisdictions in which we operate have enacted or are proposing similar laws and regulations related to data privacy.

Misuse, leakage or falsification of information could result in a violation of data privacy laws or regulations, including but not limited to, the EU's General Data Protection Regulation, California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act and other similar comprehensive data privacy laws, may damage our reputation and credibility or expose us to increased risk of lawsuits, loss of existing or potential future customers and/or increases in our security costs and compliance burden, any of which could have a material adverse effect on our business and financial results.

Other jurisdictions in which we operate have enacted or are proposing similar laws and regulations related to data privacy and data security.

These laws and regulations are evolving and subject to interpretation.

In addition, we may suffer financial and reputational damage because of lost or misappropriated information relating to identifiable individuals and may become subject to legal action and increased regulatory oversight or consumers may avoid our brands due to negative publicity.

In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, even if encrypted, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data.

Further, the regulatory framework around data custody, data privacy and breaches may be inconsistent from one jurisdiction to another and is an evolving area of law.

We may not be able to limit our liability or damages in the event of such a loss.

Furthermore, the cybersecurity and data privacy regulatory environment, including, but not limited to, the SEC's cybersecurity rules, is increasingly challenging, and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

Furthermore, the cybersecurity and data privacy regulatory environment, including, but not limited to, the SEC's disclosure-related cybersecurity rules, is increasingly challenging, and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

For example, emerging regulations, such as the EU's Network and Information Security (NIS2), may lead to significant financial penalties, potential executive-level legal liability, mandated urgent corrective actions, operational disruptions, and/or increased cyber-incident impact if our governance, monitoring, or incident-reporting controls are insufficient.

The integration and use of artificial intelligence and similar technology in our business presents challenges and risks that could adversely impact our business, reputation and results of operations.

The use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our brands, marketing and business operations.

Molson Coors or its third-party vendors may adopt and integrate artificial intelligence tools into our systems for specific use cases, including leveraging artificial intelligence in our marketing efforts, after review by legal and information security and in alignment with internal oversight and policies and procedures.

Our vendors and third-party partners may also incorporate artificial intelligence tools into their offerings with or without disclosing this use to us in a timely or complete manner.

The providers of these artificial intelligence tools may not meet existing or evolving regulatory or industry standards concerning privacy and data protection, which may result in a loss of intellectual property or confidential information and/or cause harm to our reputation and the public perception of the effectiveness of our security measures or other internal controls.

Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in cyberattacks or illegal activities involving the theft and misuse of personal information, confidential information and intellectual property.

The technologies underlying artificial intelligence and their use cases are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to the use of artificial intelligence.

While new artificial intelligence initiatives, laws and regulations are emerging and evolving, uncertainty will remain, and our obligation to comply with the evolving regulatory landscape could entail significant costs, negatively affect our business, or limit our ability to incorporate certain artificial intelligence capabilities into our business.

Any of these factors or outcomes could damage our brands and reputation, result in the loss of valuable property and information or otherwise adversely impact our business.

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Because of our reliance on third-party service providers and internal and outsourced systems for our information technology and certain other administrative functions, we could experience a disruption to our business.

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Additionally, if any of our significant service providers were to fail and we were unable to find a suitable replacement in a timely manner, we could be unable to properly administer our outsourced functions, which could disrupt our business and adversely affect our financial results.

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The success of our business relies heavily on brand image, reputation, product quality and protection of intellectual property.

It is important that we maintain and enhance the image and reputation of our existing brands and products, including our corporate purpose, mission and values.

Concerns about product quality, even when unsubstantiated, could be harmful to our image and the reputation of our brands and products.

While we have quality control programs in place, in the event we or our third-party manufacturers experience an issue with product quality or if any of our products become unsafe or unfit for consumption, are misbranded or cause injury, we may experience recalls or liability in addition to business disruption which could further negatively impact our brand image and reputation, negatively affect our sales and cause us to incur additional costs.

We also could be exposed to lawsuits relating to product liability, labelling, marketing or sales practices or intellectual property infringement.

If we are unable to address and uphold our plans with respect to our sustainability initiatives or actions by and attitudes of regulators and the public health community, our image and brand equity may deteriorate, which may be difficult to combat or reverse and could have a material adverse effect on our business and financial results.

In addition, because our brands carry family names and we may partner with celebrities or other famous sponsors, personal activities by certain members of the Molson or Coors families, our promotional partners or business partners that harm their public image or reputation could also have an adverse effect on our brands or our reputation.

Our brand image, reputation and financial results may be negatively impacted by our ability to navigate social media campaigns and trends in pursuit of various dynamic issues facing society on regional and global levels across the markets in which we operate.

Further, our success is dependent on our ability to protect our intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how.

If we are unable to protect our intellectual property rights, it could have a material adverse effect on our business and financial results.

Due to a high concentration of workers represented by unions or works councils, we could be significantly affected by labor strikes, work stoppages or other employee-related issues.

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A prolonged labor strike, work stoppage, unionization efforts or other employee-related issues could have a material adverse effect on our business and financial results.

For example, in the first few months of 2021, we experienced a labor disruption with our Toronto brewery unionized employees resulting from on going negotiations of the collective bargaining agreement which resulted in slower than expected production at the Toronto brewery in the first few months of 2021.

In addition, at the end of March through mid-June 2022, the unionized employees in our Montreal/Longueuil, Québec brewery and distribution centers went on strike, which significantly adversely affected our business, operations and financial results during the second and third quarters of 2022.

For example, at the end of March 2022 through mid-June 2022, the unionized employees in our Montréal/Longueuil, Québec brewery and distribution centers went on strike, which significantly adversely affected our business, operations and financial results during the second and third quarters of 2022.

Furthermore, in February 2024, the unionized employees at our Fort Worth, Texas brewery went on strike, which adversely affected our business, operations and financial results during the second quarter of 2024.

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We depend on key personnel, the loss of whom could harm our business, and labor shortages, employee turnover and wage increases could significantly impact our operations.

The loss of the services and expertise of any key employee, or multiple members of senior management at the same time, could harm our business.

Our future success depends on our ability to identify, attract and retain qualified personnel on a timely basis.

Our success depends largely on key personnel, and the loss of such personnel or failure to appropriately manage our CEO transition could harm our business and our ability to execute our strategy and labor shortages, employee turnover and wage increases could also significantly impact our operations.

Our success depends largely on the continued services of key personnel and their ability to execute our corporate strategy.

Further, in September 2025, we announced the appointment of Rahul Goyal as our President and CEO, following the announcement of Gavin D.K.

Hattersley's retirement from our Company.

Our future performance will depend, in part, on the successful transition of Mr.

Goyal as our new CEO as well as his ability to lead our Company.

If we do not successfully manage our CEO transition, it could be viewed negatively by our customers, employees or investors and could have an adverse impact on our business.

Further, the loss of the services and expertise of any key employee, or multiple members of senior management at the same time, could harm our business.

Our future success depends, in part, on our ability to identify, attract and retain qualified personnel on a timely basis.

If we were to experience turnover of any key employee or multiple members of senior management at the same time, or if a member or members of our senior management were to become ill or incapacitated, our stock price, our results of operations, our commercial and supply chain operations and our vendor or customer relationships could each be adversely impacted and such events may make recruiting for future management positions more difficult.

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In addition, we must successfully integrate any new management personnel that we hire within our organization, or who join our organization as a result of an acquisition, in order to achieve our operating objectives, and changes in other key management positions may temporarily affect our financial performance and results of operations as new management becomes familiar with our business.

Poor investment performance of pension plan holdings and other factors impacting pension plan costs and contributions could unfavorably affect our business, liquidity and our financial results.

Our costs of providing defined benefit pension plans are dependent upon a number of factors, such as the rates of return on the plans' assets, discount rates, the level of interest rates used to measure the required minimum funding levels of the plans, exchange rate fluctuations, government regulation, court rulings or other changes in legal requirements, global equity prices, and our required and/or voluntary contributions to the plans.

Although we comply with the minimum funding requirements, we have certain qualified pension plans with obligations which exceed the value of the plans' assets.

These funding requirements also may require contributions even when there is no reported deficit.

Without sustained growth in the pension investments over time to increase the value of the plans' assets, and depending upon the other factors as listed above, we could be required to fund the plans with significant amounts of cash.

Such cash funding obligations (or the timing of such contributions) could have a material adverse effect on our cash flows, credit rating, cost of borrowing, financial position and/or results of operations.

If we do not successfully transform along with the evolving industry, market dynamics and consumer preferences, our business and financial results could be materially adversely affected.

Furthermore, our competitors may respond to industry and economic conditions and shifts in consumer behaviors more rapidly or effectively than we do.

In order for us to remain competitive, we will need to quickly and correctly adopt digital technologies, build analytical capabilities and scale brand expense investment levels, which our competitors may be able to achieve faster and with more resources.

Our profitability may be impacted by prices that do not offset the inflationary pressures, which may impact our gross margins.

Our projections may not accurately predict the volume impact of price increases, which could adversely affect our business, financial condition and results of operations.

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Further consolidation of distributors in our industry could reduce our ability to promote our brands in the markets in a manner that enhances rather than diminishes our brands' value, as well as reduce our ability to manage our pricing effectively and efficiently.

Such pressures could have a material adverse impact on our business and our financial results and market share.

We may also face inflationary pressures that may negatively influence our or our competitors' prices and reduce margins on our products.

Moreover, most of our major markets are mature, so growth opportunities may be more limited to us than to our global competitors who may already be in higher growth or emerging markets.

For example, net sales in our Americas segment accounted for approximately 79% of our total 2024 net sales.

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Loss, operational disruptions or closure of a major brewery or other key facility, including those of our suppliers, due to unforeseen or catastrophic events or otherwise, could have a material adverse effect on our business and financial results.

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Further, significant excess capacity at any of our breweries as a result of increased efficiencies in our supply chain process or continued volume declines could result in under-utilization of our assets, which could lead to excess overhead expenses or additional costs incurred associated with the closure of one or more of our facilities.

For example, as part of a strategic review of our supply chain network, certain breweries and bottling lines were closed in recent years, and we have incurred brewery closure costs, including charges associated with the closure of our breweries in Chippewa Falls, Wisconsin, 10th Street in Milwaukee, Wisconsin and Irwindale, California.

For example, as part of a strategic review of our supply chain network, certain breweries and bottling lines were closed in recent years, and we have incurred brewery closure costs, including charges associated with the closure of our breweries in Chippewa Falls, Wisconsin, and 10th Street in Milwaukee, Wisconsin in late 2024 and early 2025.

We regularly review our supply chain network in an attempt to ensure that our supply chain capacity is aligned with the needs of the business.

Such reviews could potentially result in further closures and the related costs could be material.

Companies across all industries are facing increasing scrutiny relating to their workforce and environmental practices and policies.

The landscape related to such regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity.

For example, the SEC, the State of California, and the European Commission have published proposed or final rules, including the European Commission's Corporate Sustainability Reporting Directive, that will require significantly increased disclosures related to climate change and other issues.

We may experience significant future cost increases associated with regulatory compliance for sustainability matters, including fees, licenses, reporting, auditing, and the cost of capital improvements for our operating facilities to meet sustainability and/or environmental regulatory requirements.

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These stakeholders have placed increased importance on these practices and their effect on companies from an investor, consumer, customer or employee perspective.

We have also published goals across a range of environmental sustainability and safety matters.

Although we have initiatives against these goals, we may be required to expend resources for them, which could increase our operational costs.

In addition, we could be criticized for the scope or nature of these goals, or for any revisions to our goals.

Furthermore, some stakeholders may disagree with our goals and there is also a risk that stakeholders may change their views on these topics over time.

If our practices do not meet evolving investor, industry, stakeholder or regulatory expectations and standards, related to, among other things, climate change, carbon emissions, safety and related matters, or if we are perceived (whether or not valid) to have not responded appropriately to the growing and various concerns for or against such issues, or if we fail to meet the goals, among other things, our reputation, culture, ability to attract or retain employees, brands, sales, stock price, ability to access the capital markets, or our overall business or financial results could be adversely affected.

Further, if we incur adverse publicity and reaction from investors, activists, or other stakeholders related to our efforts and goals, the perception of us and our products and services by current and potential customers, as well as investors, could cause our customers and consumers to stop purchasing our products or to purchase products from a competitor or subject us to legal and regulatory proceedings, any of which could adversely impact our business and financial results.

Climate change and other weather events may negatively affect our business and financial results.

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In particular, proposed, new or inconsistent regulation and taxation of fuel and energy could increase the cost of complying with such laws and regulations as well as the cost of operation, including fuel required to operate our facilities or transport and distribute our products, thereby increasing the distribution and supply chain costs associated with our products.

Any assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate.

As legislation across Europe is changing rapidly at both the EU and national level, a full assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, would be uncertain, given the wide scope of potential regulatory change in the countries in which we operate.

Such an assessment could also result in additional administrative and cost burdens.

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Beyond the commercial pressures implicated by climate change concerns, our operations may face potential adverse physical effects.

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If any of our properties and production facilities experience a significant operational disruption or catastrophic loss due to natural disasters or severe weather events, it could delay or disrupt production, shipments, and revenue, and result in potentially significant expenses to repair or replace these properties, which may negatively affect our business and financial results.

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An inadequate supply or availability of quality water could have a material adverse effect on, among other things, our sales, production processes, other costs and, in turn, profitability.

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Certain western states in the U.S.

are experiencing an extended drought, which can impact the quality and quantity of agricultural ingredients such as barley and hops.

are, have, or may in the future experience extended droughts, which can impact the quality and quantity of agricultural ingredients such as barley and hops.

One of our facilities in the U.K.

has had water use restrictions imposed on its operations due to increased domestic demand on the underlying groundwater aquifer.

The continuation or recurrence of such conditions could have an adverse effect upon our agricultural supply chain.

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If water available to our operations or the operations of our suppliers becomes scarce or the quality of that water deteriorates, we may incur increased production costs that we are unable or choose not to pass along to distributors through increased prices, or face production constraints, which could adversely affect our business and financial results.

The integration and use of artificial intelligence and similar technology in our business presents challenges and risks that could adversely impact our business, reputation and results of operations.

Molson Coors or its third-party vendors may adopt and integrate artificial intelligence tools into our systems for specific use cases after review by legal and information security and in alignment with internal oversight and policies and procedures.

Our vendors and third-party partners may incorporate artificial intelligence tools into their offerings with or without disclosing this use to us.

Any of these factors or outcomes could damage our brands and reputation, result in the loss of valuable property and information or otherwise adversely impact our business.

Poor investment performance of pension plan holdings and other factors impacting pension plan costs and contributions could unfavorably affect our business, liquidity and our financial results.

Although we comply with the minimum funding requirements, we have certain qualified pension plans with obligations which exceed the value of the plans' assets.

These funding requirements also may require contributions even when there is no reported deficit.

Complications in the design or implementation of our expanded and optimized enterprise resource planning ("ERP") system could adversely affect our business and operations.

We rely heavily on information systems and technology to manage operations and report results.

Beginning in the third quarter of 2025, we initiated a multi-year implementation of a global ERP system intended to replace legacy operating and financial systems with a single global system.

This system is being designed to maintain accurate financial records, underpin operational capabilities and provide timely information to senior management.

The implementation requires significant personnel and financial resources and may involve delays, cost overruns or other challenges.

Disruptions or failures during design or implementation could impair critical processes, including forecasting, manufacturing, procurement, vendor payments, customer ordering and fulfillment, revenue recognition, receivables collection, contractual compliance, and internal controls and financial reporting.

If we are unable to execute the implementation as planned, our financial position, operating results and cash flow could be negatively impacted.

Furthermore, if the ERP system does not function as intended, the effectiveness of our internal control over financial reporting could be compromised.

Further, as we implement our new ERP system, our exposure to system attacks may be elevated because we will be operating current and new processes in parallel and must simultaneously protect both the new system and legacy systems.

Additionally, our implementation of the ERP system involves greater utilization of third-party cloud computing services in connection with our business operations.

Problems faced by us or our third-party cloud computing providers, including technological or business-related disruptions, as well as cybersecurity threats, could adversely impact our business, results of operations and financial condition for future periods.

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Risks Related to Our Indebtedness, Capital Structure and Financial Condition

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• limit our ability to refinance our indebtedness on terms acceptable to us, or at all, or obtain additional financing for working capital, capital expenditures, strategic opportunities, including acquisitions or other investments, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity;

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• limit our flexibility to plan for and adjust to changing business and market conditions, including successfully execute our Acceleration Plan, and increase our vulnerability to general adverse economic and industry conditions;

• require us to make unfavorable changes to our financing structure or require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund strategic opportunities, including acquisitions or other investments, working capital, business activities, share repurchases and other general corporate requirements;

• limit our flexibility to plan for and adjust to changing business and market conditions, including successfully execute our business strategy, and increase our vulnerability to general adverse economic and industry conditions;

• require us to make unfavorable changes to our financing structure or require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund strategic opportunities, including acquisitions or other investments, working capital, capital expenditures, dividend payments, share repurchases and other general corporate requirements;

• adversely impact our competitive position in the industry.

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Ratings agencies may downgrade our credit ratings below their current investment grade levels if we are, or are at risk of being, unable to meet our deleveraging commitments.

Although we have publicly expressed our intention to maintain an investment grade debt rating, ratings are determined by third-party rating agencies and in some cases the events that may cause us to suffer a ratings downgrade are unpredictable and outside of our control, such as the macroeconomic climate or political instability.

A credit rating downgrade, particularly a downgrade below investment grade, could increase our costs of future borrowing, negatively impact our hedging instruments or sources of short-term liquidity and harm our ability to refinance our debt in the future on acceptable terms or access the capital markets.

Deterioration of our credit rating may also raise governance issues within the Company and with external regulators.

Although we have publicly expressed our intention to maintain an investment grade debt rating, ratings are determined by third-party rating agencies and in some cases the events that may cause us to suffer a ratings downgrade are unpredictable and outside of our control, such as evolving industry dynamics, changes in consumer taste preferences and behaviors, the macroeconomic climate or political instability.

Deterioration of our credit rating may also raise governance issues within our Company and with external regulators.

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

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If one of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or to retrieve our assets that are deposited or held in accounts with such counterparty may be limited by the counterparty's liquidity or the applicable laws governing the insolvency or bankruptcy proceedings.

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We may incur impairments of the carrying value of our goodwill and other intangible assets which could have a material adverse effect on our financial results.

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Potential resulting charges from an impairment of goodwill or brand intangible, as well as reclassification of an indefinite-lived to a definite-lived brand intangible, could have a material adverse effect on our results of operations.

For example, the results of our 2022 annual goodwill impairment testing indicated that the fair value of our Americas reporting unit was below its carrying value.

As a result, we recorded a partial impairment charge of $845.0 million in our consolidated statements of operations during the fourth quarter of 2022.

Additionally, the results of our 2023 annual impairment testing indicated that the carrying value of the Staropramen family of brands indefinite-lived intangible asset was determined to be in excess of its fair value such that a partial impairment charge of $160.7 million was recorded in our consolidated statements of operations during the fourth quarter of 2023.

For example, during the third quarter of 2025, as we began updating our long-range plan based on current year results to date and industry conditions, we identified a triggering event that indicated it was more likely than not that the carrying value of the Americas reporting unit exceeded its fair value.

An impairment test was completed as of August 31, 2025 and as a result, the carrying value of the Americas reporting unit was determined to be in excess of its fair value such that a partial goodwill impairment loss of $3,645.7 million was recorded in our consolidated statements of operations during the third quarter of 2025.

In addition, during the fourth quarter of 2022, we recorded a partial goodwill impairment charge of $845.0 million as a result of our 2022 annual goodwill impairment testing of the Americas reporting unit in our consolidated statements of operations during the fourth quarter of 2022.

As of the year ended December 31, 2025, the EMEA&APAC reporting unit was fully impaired while the Americas reporting unit had $1.9 billion of goodwill remaining.

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Our impairment analysis, conducted as of October 1, 2024, the first day of our fiscal fourth quarter, indicated that the Americas reporting unit was at a heightened risk of future impairment in the event of significant unfavorable changes in the forecasted cash flows (including Company-specific risks like the performance of our premiumization efforts, expansion in products beyond beer and overall market performance, along with macroeconomic risks, or significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof), terminal growth rates, market multiples and/or weighted-average cost of capital utilized in the discounted cash flow analyses.

Further, during the third quarter of 2025, as we began updating our long-range plan based on our current year results to date, we identified a triggering event for the Blue Run Spirits asset group in the Americas segment.

The results of our recoverability test indicated that the carrying value was in excess of its fair value and a full impairment of the definite-lived intangible brand of $75.3 million was recorded in our consolidated statements of operations during the third quarter of 2025.

In addition, during the third quarter of 2025, as we began updating our long-range plan based on current year results to date, we identified a triggering event for the Staropramen family of brands in the EMEA&APAC segment.

The results of the recoverability test indicated that the carrying value was in excess of its fair value and a partial impairment loss of $198.6 million was recorded in our consolidated statements of operations during the third quarter of 2025.

In conjunction with the impairment review of the Staropramen family of brands, we also reassessed the brand's indefinite-life classification and determined that certain factors supported the reclassification to a definite-lived intangible asset, and therefore we assigned a useful life of 50 years.

In addition, during the fourth quarter of 2023, a partial impairment charge of $160.7 million was recorded as a result of our 2023 annual impairment testing of the Staropramen family of brands.

As a result of the partial impairment charge recorded during the third quarter of 2025, the Americas reporting unit is still considered to be at a heightened risk of future impairment in the event of significant unfavorable changes in the forecasted cash flows (including Company-specific risks like the performance of our premiumization efforts, expansion in products beyond beer and overall market performance, along with macroeconomic risks, or significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof), terminal growth rates, market multiples and/or weighted-average cost of capital utilized in the discounted cash flow analyses.

The fair values of our Americas reporting unit and indefinite-lived intangible assets are sensitive to the aforementioned potential unfavorable changes that could have an adverse impact on future analyses.

Any future impairment of the Americas reporting unit or our intangible assets, or reclassification of indefinite-lived intangible assets to definite-lived, may result in charges that could have a material adverse effect on our financial results, as evidenced by the charges incurred during the fourth quarters of 2023 and 2022, as previously noted above.

Any future impairment of the Americas reporting unit or our intangible assets, or reclassification of indefinite-lived intangible assets to definite-lived, may result in charges that could have a material adverse effect on our financial results, as evidenced by the charges incurred during the third quarter of 2025 as well as 2023 and 2022, as previously noted above.

The testing of our goodwill for impairment is also predicated upon our determination of our reporting units.

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The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price.

Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, our Acceleration Plan, industry performance, category growth, development and launch of innovative new products, market share projections, product pricing, sales, volume and product mix, foreign exchange rates and volatility, effective tax rates, interest rates, depreciation and amortization costs, commodity prices, tariffs, distribution costs, cost savings initiatives, accruals for estimated liabilities, including litigation reserves, measurement of benefit obligations for pension and other postretirement benefit plans, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, pay dividends and meet debt obligations.

In addition, our ability to achieve our Acceleration Plan goals, and the anticipated benefits, are subject to various assumptions and uncertainties.

There is no assurance that we will fully realize the anticipated financial benefits or execute successfully on our Acceleration Plan in the time frames we desire or at all.

Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, our current strategy, industry performance, category growth, development and launch of innovative new products, market share projections, product pricing, sales, volume and product mix, foreign exchange rates and volatility, effective tax rates, interest rates, depreciation and amortization costs, commodity prices, tariffs, distribution costs, cost savings initiatives, accruals for estimated liabilities, including litigation reserves and potential increases in costs under our self-insured health care plans, measurement of benefit obligations for pension and other postretirement benefit plans, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, pay dividends and meet debt obligations.

In addition, our ability to achieve the goals set by our current strategy, including the Americas

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Restructuring Plan announced in October of 2025, and the anticipated benefits, are subject to various assumptions and uncertainties.

There is no assurance that we will fully realize the anticipated financial benefits or execute successfully on our current strategy in the time frames we desire or at all.

Our financial projections are based on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances and at the time they are made, and our actual results may differ materially from our financial projections.

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Our suppliers’ financial condition is affected in large part by conditions and events that are beyond our and their control, including:

• macroeconomic and political instability in the countries in which they operate;

• competitive and general market conditions in the locations in which they operate;

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• loss of major customers;

• disruptions of operations that may be caused by strikes, work stoppages, labor unrest or natural disasters;

• disruptions of operations that may be caused by strikes, work stoppages, labor unrest, fire or natural disasters;

• the increase in price of certain ingredients and raw materials used in our products;

• any of the foregoing, among other things, as a result of the Russia-Ukraine conflict or otherwise.

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Our ability to secure the correct quantities of raw and packaging materials on a timely basis depends on our ability to forecast demand for our finished products.

Significant variances between forecasted and actual sales could disrupt supplier operations, which in turn could result in certain product shortages and increase the risk of customers switching to competitor brands.

Termination or changes of one or more manufacturer, distribution or production agreements, or issues caused by our dependence on the parties to these agreements, could have a material adverse effect on our business and financial results.

We manufacture and distribute products of other beverage companies through various joint venture, licensing, distribution, contract brewing or other similar arrangements, such as our agreement to produce, import, market, distribute and sell certain Heineken brands in Canada, and our arrangements with ABI to brew and distribute Beck's , Stella Artois , and Lowenbrau and to distribute Hoegaarden , Leffe , and Corona in Central Europe.

In addition, we also have authorizations from The Coca-Cola Company that grant us the right to produce, market, sell and distribute Simply Spiked branded products in the U.S.

and Canada, as well as Topo Chico Hard Seltzer in the U.S.

We manufacture and distribute products of other beverage companies through various joint ventures, licensing, distribution, contract brewing or other similar arrangements, such as our agreement to produce, import, market, distribute and sell certain Heineken brands in Canada, and our arrangements with ABI to brew and distribute Beck's , Stella Artois , and Lowenbrau and to distribute Hoegaarden , Leffe , and Corona in Central Europe.

We also have authorizations from Red Tree Beverages, LLC that grant us the right to produce, market, advertise, promote, sell and distribute products bearing the Simply Spiked trademark in the U.S.

and Canada, as well as the Topo Chico Hard Seltzer trademark in the U.S.

In addition, we have a license agreement to produce, market, distribute and sell Fever-Tree products in the U.S.

These agreements have varying expiration dates and performance criteria.

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If one or more of these parties experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, which could increase our costs or prevent or delay the delivery of our products.

Further, our business includes various joint venture and industry agreements which standardize parts of the supply chain.

An example includes our warehousing and customer delivery systems in Canada organized under joint venture agreements with other brewers.

Further, our business includes various joint ventures and industry agreements which optimize parts of the supply chain.

For example, we have entered into joint ventures with Ball Corporation (i.e., Rocky Mountain Metal Container), and with Owens-Brockway Glass Container Inc.

(i.e., Rocky Mountain Bottle

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Company), for a portion of our aluminum and glass packaging supply in the U.S., respectively.

Another example includes our warehousing and customer delivery systems in Canada organized under joint venture agreements with other brewers.

Any negative change in these agreements or material terms within these agreements could have a significant adverse effect on our business and financial results.

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If we are unable to continue to outsource our secondary distribution services, we may have to in-source distribution which could have adverse impacts to our business and financial results.

Additionally, in the U.K.

we market, distribute and sell the products of other beverage companies through our factored channel whereby we provide a one-stop shop service to on-premise customers, combining spirits, soft drinks, wines and beer products.

If these factored agreements are not renewed due to consolidations, market conditions or competitors securing the contracts, or we fail to deliver any sales commitments under such partnerships, this may have a material adverse effect on our financial and business operations.

Risks Related to Legal Matters, Governmental Regulations and our International Operations

Changes in tax, environmental, trade or other regulations or failure to comply with existing licensing, trade and other regulations could cause volatility or have a material adverse effect on our business and financial results.

Our business is highly regulated by national, state, provincial and local laws and regulations in various jurisdictions regarding such matters as tariffs, licensing requirements, trade and pricing practices, taxation, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental matters, packaging material regulations, ingredient regulations, unclaimed property and other matters.

These laws and regulations are subject to frequent changes and re-evaluation, varying interpretations and political debate and inquiries from government regulators charged with their enforcement, which could have a material adverse effect on our business and financial results.

Changes in environmental, trade or other regulations or failure to comply with existing licensing, trade and other regulations could cause volatility or have a material adverse effect on our business and financial results.

Our business is highly regulated by national, state, provincial and local laws and regulations in various jurisdictions governing tariffs, licensing, trade and pricing practices, labeling, advertising, promotion and marketing practices, distributor relationships, environmental matters, packaging and ingredient regulations, unclaimed property and other matters.

These laws and regulations are frequently revised or reinterpreted and are influenced by political developments and regulatory scrutiny any of which could have a material adverse effect on our business and financial results.

Intervention by local governments could accelerate transformational changes to market structures.

For example, the beer markets in the U.S.

and Canada have historically consisted of a limited number of significant market participants with government-regulated routes to market.

In Canada, changes to provincial trade rules and regulations, distribution models and packaging requirements, such as the use of government-owned retail outlets and industry standard returnable bottles, may be disadvantageous to us and adversely impact our business and financial results.

In the second half of 2024, the Province of Ontario expanded the licensed sale of beer, wine and RTDs to all convenience stores and all eligible grocery and big-box grocery stores.

This ongoing evolution of the Ontario beer market may have a significant impact on the financial results of our ownership in Brewers Retail, Inc.

and adversely affect our financial results.

Furthermore, various jurisdictions have adopted, or may seek to adopt, additional product labeling or warning requirements, as well as restrictions on the availability of our beverages based on perceived adverse health consequences for certain of our beverages.

Additional or more stringent requirements could limit sales of such affected beverages in those jurisdictions.

In addition, we cannot predict whether our beverages will become subject to further labeling or warning rules and regulations which, if enacted, could increase our costs and/or adversely impact sales.

In addition, a number of governmental authorities, in the U.S.

and internationally (including the U.K.

and the EU), have enacted, are considering, or plan to introduce legislation targeting packaging materials.

These initiatives include efforts to reduce plastic and other materials, eliminate single-use packaging, and expand funding for recycling infrastructure.

The requirements of Extended Producer Responsibility ("EPR") and deposit return system ("DRS") legislation and regulations vary by jurisdiction, and such legislation, as well as voluntary initiatives aimed at reducing packaging waste, could reduce demand for our products, increase our compliance and other costs or otherwise adversely impact our business, financial condition and results of operations.

Similarly, changes in environmental regulations, including regulations discouraging the use of certain materials or mandating alternatives, may increase compliance costs, materials costs, capital expenditures and investments, and other financial obligations for us and our business partners, which could negatively affect our profitability.

We may be unable to implement price increases sufficient to offset these higher costs, and any such increases may result in lower sales volumes.

Changes to U.S.

or foreign trade policies, impositions of new or increased tariffs, other trade restrictions or other government actions, including any government shutdown, foreign currency fluctuations, including devaluations and fear of exposure to or actual impacts of a widespread disease outbreak, may lead to the continuation or escalation of such risks and uncertainty.

Furthermore, changes to existing tax laws or the adoption of new tax policies, regulations, guidance or laws, particularly in the U.S., U.K.

or foreign trade policies, including the imposition of new or increased tariffs, other trade restrictions or other government actions (including any government shutdown), as well as foreign currency fluctuations (including devaluations) and fear of exposure to or actual impacts of a widespread disease outbreak, may create or exacerbate such risks and uncertainty and adversely affect our business, financial condition, and results of operations.

Modifications of laws and policies governing international trade and investment, including tariffs, such as aluminum tariffs, and trade agreements such as the United States-Mexico-Canada Agreement and the European Union-United Kingdom Trade and Cooperating Agreement ("TCA"), could adversely affect our supply chain, business and results of operations.

For example, the U.S.

tariffs on aluminum imports imposed in June 2018 (and partially lifted in May 2019) created volatility in the price of aluminum in the U.S.

and increased the price of aluminum used in some of our product packaging.

Ongoing or additional U.S.

tariffs, including on aluminum, retaliatory tariffs or related actions from trade partners, and related uncertainty may continue to increase the cost of certain of our imported materials and, adversely affect our profitability.

The TCA, effective May 2021, also resulted in disruptions and transportation delays that affected our sourcing of raw materials and packaging for our products, as well as our ability to import and export products.

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Further, throughout 2025, additional tariffs imposed by the current U.S.

administration affected the cost of certain products manufactured out the United States, including certain of our products, and contributed to fluctuations in the price of aluminum and the Midwest Premium.

The increase in Midwest Premium prices resulted in, an approximate $35 million unfavorable impact on our results for the year ended December 31, 2025.

Future actions by the U.S.

or foreign governments, such as new or additional tariffs, changes to trade agreements or tax policies, expanded export controls, sanctions, investment restrictions, or other trade measures, remain uncertain at this time.

These developments, along with potential shifts in raw material pricing, retaliatory government responses, or competitive advantages for companies not subject to the same trade restrictions.

could have significant impacts on our business and financial results.

Furthermore, we may be unable to increase prices for our products sufficiently to offset tariff-related impacts, including increases in the Midwest Premium, and any price increases we do implement could reduce consumer demand for our products, each of which could negatively impact our margins and sales.

We cannot predict future trade policy actions, and any further changes could adversely impact our business, financial condition and results of operations.

Failure to comply with current or future environmental, health, or other applicable laws and regulations (or changes to those laws, regulations or interpretations) could result in the loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition and results of operations.

In addition, the nature and complexity of our international business relationships and contractual agreements, may lead to differences between actual results and the assumptions used in recording expenses, and future adjustments may be required if those assumptions change.

Changes in tax laws, regulations or tax rates could cause volatility or have a material adverse effect on our business and financial results.

Changes to existing tax laws or the adoption of new tax policies, regulations, guidance or laws, particularly in the U.S., U.K.

and Canada, could have a material adverse impact to our effective tax rate, future cash tax payments and our financial results in general.

In addition, the current economic and political environment, including the focus on corporate tax reform, anti-base erosion rules and tax transparency, may result in significant tax law changes in the numerous jurisdictions in which we operate and could have a material adverse impact to our effective tax rate, future cash tax payments and our financial results in general.

In August 2022, the U.S.

government enacted the Inflation Reduction Act of 2022 ("IRA"), which included among other provisions, a 15% minimum tax on "adjusted financial statement income" and became effective for the Company beginning January 1, 2023.

Recently, intergovernmental organizations such as the Organization for Economic Co-operation and Development ("OECD") and European Union ("EU") have proposed or enacted changes to the existing tax laws of member countries.

In addition, the current economic and political environment, including the focus on corporate tax reform, anti-base erosion rules and tax transparency, may result in significant tax law changes in the numerous jurisdictions in which we operate and could have a material adverse impact on our effective tax rate, future cash tax payments and our financial results in general.

The increasingly complex tax environment as a result of tax policy changes can create higher compliance costs which could have an adverse effect on our financial performance.

On July 4, 2025, the OBBBA was enacted into law in the U.S.

This law included various provisions which permanently extend certain expiring provisions from the Tax Cuts and Jobs Act of 2017.

Changes in the OBBBA included the accelerated tax recovery for certain capital investments and research and development expenditures and changes to the business interest expense limitation.

The OBBBA did not materially affect our effective tax rate but did result in the reduction of our cash paid for taxes in the second half of 2025.

In addition, intergovernmental organizations such as the Organization for Economic Co-operation and Development ("OECD") and EU have proposed or enacted changes to the existing tax laws of member countries.

For instance, in 2021 the OECD introduced model rules for a new 15% global minimum tax framework, which is effective for fiscal years beginning on or after December 31, 2023 in jurisdictions with enacted legislation.

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The OECD has also proposed rules on the allocation of profit among tax jurisdictions in which companies operate.

These enacted tax laws and regulations and proposed rules, including the release of additional related guidance, could adversely impact our financial results in fiscal year 2025 and possibly beyond.

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Continued 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 prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to enforcement activities, as well as legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings.

The final resolution of tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse effect on our financial performance.

Meanwhile, in January 2026 the OECD announced a comprehensive package for a "side-by-side agreement" that could exempt many U.S.-domiciled multinational enterprises from certain provisions under the global minimum tax framework.

Subsequently enacted tax regulations and proposed rules, including the release of additional related guidance, could adversely impact our financial results in fiscal year 2026 and possibly beyond.

Our business operations are also subject to numerous taxes not based on income, often referred to as indirect taxes, and most relevant to our business, excise taxes.

The government(s) of each country in which we sell our products, including state and local jurisdictions in the U.S., levy excise taxes at varying rates.

Additionally, U.S.

governmental entities also levy taxes and may require bonds to ensure compliance with applicable laws and regulations.

Increases in excise taxes, and such compliance taxes and bonds, could have a material adverse effect on our profitability.

Additionally, modifications of laws and policies governing foreign trade and investment, including trade agreements and tariffs such as the United States-Mexico-Canada Agreement, the European Union-United Kingdom Trade and Cooperating Agreement, or aluminum tariffs, could adversely affect our supply chain, business and results of operations.

For example, in June 2018, U.S.

tariffs on aluminum imports from Canada, Mexico and EU went into effect (though the U.S.

lifted the aluminum tariffs on Canada and Mexico in May 2019), which created volatility in the price of aluminum in the U.S.

and increased the price of aluminum used in some of our product packaging.

Continued imposition of U.S.

aluminum tariffs, the implementation of additional tariffs and retaliatory tariffs from trade partners or related uncertainties could further increase the cost of certain of our imported materials, thereby adversely affecting our profitability.

In addition, the European Union-United Kingdom Trade and Cooperating Agreement became effective in May 2021 and resulted in certain disruptions in trade and the movement of goods, including prolonged transportation delays, which affected our ability to source raw materials and packaging for our products as well as our ability to import and export products.

In addition, in February 2025, the current U.S.

presidential administration imposed tariffs on foreign imports into the United States, including, most relevant to us, an additional 25% tariff on all imports from Canada, which tariffs were subsequently suspended for 30 days in order to facilitate negotiations.

As of the date of this report, the proposed tariffs on all imports from Canada remain suspended.

Certain of the products we sell are originally manufactured in countries other than the U.S., such as Canada.

These tariffs will increase the cost of certain of our products and may negatively impact our results of operations.

At this time, it remains unclear what additional actions, if any, will be taken by the U.S.

or other governments with respect to international trade agreements, the imposition of additional tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, or other trade matters.

Other effects of these changes, including impacts on the price of raw materials, responsive or retaliatory actions from governments, such as retaliatory tariffs on imports into Canada from the U.S., and the opportunity for competitors not subject to such changes to establish a presence in markets where we participate, could also have significant impacts on our results of operations, though whether any of the foregoing actions will be taken remains unclear.

Furthermore, we may not be able to increase prices for our products enough to offset the impact of tariffs, which could negatively impact our margins.

If we raise prices in response to tariffs, the demand for our products may decrease, which could also have a negative impact on our sales.

We cannot predict what further action may be taken with respect to export restrictions, tariffs or trade relations between the U.S.

and other governments, and any further changes in U.S.

or international trade policy could have an adverse impact on our business, financial condition and results of operations.

Furthermore, various jurisdictions have adopted, or may seek to adopt, additional product labeling or warning requirements or limitations on the availability of our beverages relating to perceived adverse health consequences of some of our beverages.

If additional or more severe requirements of this type are imposed on one or more of our beverages under current or future laws or regulations, they could inhibit sales of such beverages in such jurisdictions.

In addition, we cannot predict whether our beverages will become subject to increased rules and regulations regarding labeling or warnings which, if enacted, could increase our costs and/or adversely impact sales.

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In addition, a number of governmental authorities, both in the U.S.

and abroad (including the EU), have considered, and/or are planning to introduce legislation aimed at packaging, reducing the amount of plastic and other types of material.

Programs have included recommendations for Extended Producer Responsibility ("EPR"), banning certain types of products, mandating certain rates of recycling, re-use and use of recycled materials, imposing deposit return schemes ("DRS") for drinks containers or taxes on packaging material, and requiring retailers or manufacturers to take back certain packaging used for their products.

Such legislation, as well as voluntary initiatives, aimed at reducing the level of wastes, could reduce the demand for our products that includes in-scope packaging, result in greater costs for producers or otherwise impact our business, financial condition and results of operations.

Similarly, changes in applicable environmental regulations, including increased or additional regulations to discourage the use of particular materials (or encourage or mandate the use of other materials) may result in increased compliance costs, increased materials costs, capital expenditures, incremental investments and other financial obligations for us and our business partners, which could affect our profitability.

We may not be able to implement price increases for our products to cover any increased costs, and any price increases we do implement may result in lower sales volumes.

Failure to comply with existing or future laws and regulations, including those related to tax, environment and health, or changes in these laws, regulations, or interpretations thereof, could result in the loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition and results of operations.

governmental entities that levy taxes may require bonds to ensure compliance with applicable laws and regulations.

Increases in excise taxes and bonds could have a material adverse effect on our profitability.

Additionally, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could become subject to enforcement activities, as well as legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings.

The final resolution of tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse effect on our financial performance.

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Failure to comply with existing or future tax laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

Additionally, uncertainties exist with respect to the interpretation of, and potential future developments in, complex domestic and international tax laws and regulations, the amount and timing of future taxable income, and the interaction of such laws and regulations among jurisdictions.

Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and assumptions made, or future changes to such assumptions, could necessitate future adjustments to taxable income and expense already recorded.

The complexity of tax laws and regulations could necessitate future adjustments to tax expense recorded.

Unfavorable outcomes of legal or regulatory matters may adversely affect our business and financial condition and damage our reputation.

There is a risk of, and we are from time to time involved in or subject to a variety of litigation, claims, legal or regulatory proceedings or matters related to our business, the alcohol industry in general, our advertising and marketing practices, product claims, product labeling and ingredients, our intellectual property rights, alleged infringement or misappropriation by us of intellectual property rights of others, tax, environmental, privacy, insurance, ERISA and employment matters.

There is a risk of, and we are from time to time involved in or subject to a variety of litigation, claims, legal or regulatory proceedings or matters related to our business or the alcohol industry in general, including but not limited to our advertising and marketing practices, product claims, product labeling and ingredients, our intellectual property rights, alleged infringement or misappropriation by us of intellectual property rights of others, tax, environmental, privacy, insurance, ERISA and fiduciary responsibilities under ERISA, and other employment matters.

Such matters, even those that are ultimately non-meritorious, can be complex, costly, and highly disruptive to business operations by diverting the attention and energies of management and other key personnel, and may generate adverse publicity that damages our reputation or brand image.

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• longer payment cycles, increased credit risk and higher levels of payment fraud;

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• increased exposure to global disease outbreaks or pandemics;

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laws and regulations, there can be no assurance that our employees, business partners or agents will not violate our policies and procedures.

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Changes to the regulation of the distribution systems for our products could adversely affect our business and financial results.

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For example, in the U.S.

market, there is a three-tier distribution system that governs the sale of malt beverage products.

market, there is a three-tier distribution system that governs the sale of alcohol beverage products.

That system, requiring separation of manufacturers, distributors and retailers, dates back to the repeal of prohibition and is periodically subject to legal challenges.

To the extent that such challenges are successful and change the three-tier system, including through the expansion of e-commerce and direct-to-consumer offerings, such changes could have a material adverse effect on our Americas segment results of operations.

Further, in Canada, our products are required to be distributed through each province's respective provincial liquor board.

Additionally, in certain Canadian provinces, we rely on our joint venture arrangements with BRI and BDL to distribute our products via retail outlets that are regulated by provincial government regulators.

BRI owns and operates commercial retail outlets, known as The Beer Store, in Ontario and performs delivery services of beer throughout Ontario.

Further, in Canada, our alcohol beverage products are required to be distributed through certain province's respective provincial liquor board.

Additionally, in certain Canadian provinces, we rely on our joint venture arrangements in BRI and BDL to distribute our products via retail outlets that are regulated by provincial government regulators.

BRI owns and operates commercial retail outlets, known as The Beer Store ("TBS"), in Ontario and performs delivery services of beer throughout Ontario.

BDL facilitates the distribution of our products in the western Canadian provinces.

If provincial regulation should change, the costs to adjust our distribution methods could have a material adverse effect on our business and financial results.

Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the Canadian dollar and the European operating currencies such as, British Pound, Czech Koruna, Euro and Romanian Leu.

Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the Canadian dollar and the European operating currencies such as the British Pound, Czech Koruna, Euro and Romanian Leu.

We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and throughout Europe.

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For instance, the strengthening of the USD against the Canadian dollar, European currencies and various other global currencies would adversely impact our USD reported results due to the impact on foreign currency translation.

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Risks Related to Acquisitions and Joint Ventures

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We have also entered into a joint venture with The Yuengling Company LLC to expand the distribution of Yuengling beer in the western U.S.

Additionally, in certain Canadian provinces, we rely on joint venture agreements with BRI and BDL to distribute our products via retail outlets that are mandated and regulated by provincial government regulators.

As previously referenced, BRI owns and operates commercial retail outlets, known as TBS or "The Beer Store", in Ontario, and BDL facilitates the distribution of our products in the western Canadian provinces.

Additionally, in certain Canadian provinces, we rely on joint venture agreements in BRI and BDL to distribute our products via retail outlets that are mandated and regulated by provincial government regulators.

Further, in the U.S.

in October 2024, we took a majority ownership stake in ZOA Energy LLC ("ZOA").

Additionally, we have a license agreement to import, produce, market, advertise, promote, sell and distribute Fever-Tree products in the U.S.

Moreover, we have authorizations from Red Tree Beverages, LLC that grant us the right to produce, market, advertise, promote, sell and distribute products bearing the Simply Spiked trademark in the U.S.

and Canada, as well as the Topo Chico Hard Seltzer trademark in the U.S.

We may enter into additional joint ventures or other strategic partnerships in the future.

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In addition, our partners may be unable or unwilling to meet their economic or other obligations under the operative documents, or may become insolvent or file for bankruptcy protection and we may be required to either fulfill those obligations alone to ensure the ongoing success of the partnership or to dissolve and liquidate.

Post-pandemic trends of consumers transitioning between channels and categories could impact the revenue growth expectations of partnership brands or newly owned brands.

Moreover, as we further develop our own portfolio, we may face challenges meeting all contractual obligations within our current partnerships or having to invest in more marketing assets to sustain partnership brands.

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Failure to successfully identify, complete or integrate attractive acquisitions, joint ventures and other strategic partnerships into our existing operations could have an adverse effect on our business and financial results.

We have made a number of acquisitions and entered into several strategic joint ventures and partnerships.

In order to compete in the consolidating global brewing and beverage industry, we anticipate that we may, from time to time, in the future acquire additional businesses like the Blue Run Spirits, Inc ("Blue Run") acquisition in the third quarter of 2023, the increase in our investment in ZOA in the fourth quarter of 2024 and the entry into the partnership with Fever-Tree in the first quarter of 2025, or enter into additional joint ventures or other partnerships that we believe would provide a strategic fit with our business.

("Blue Run") acquisition in the third quarter of 2023, the increase in our investment in ZOA in the fourth quarter of 2024 and the entry into the partnership with Fevertree Drinks plc in the first quarter of 2025, or enter into additional joint ventures or other partnerships that we believe would provide a strategic fit with our business.

Potential risks associated with acquisitions and joint ventures could include, among other things:

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• loss of key employees and customers of an acquired company;

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• managing tax costs or inefficiencies associated with integrating our operations following completion of an acquisition or entry into a joint venture or other partnerships;

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to independent distributors for resale to retail outlets.

These independent distributors are entitled to exclusive territories and are protected from termination by state statutes and regulations.

Consequently, if we are not allowed, or are unable under acceptable terms or at all, to replace unproductive or inefficient distributors, our business, financial position and results of operation may be adversely affected, which could have a material adverse effect on our business and financial results.

Further, in recent years, there has been a consolidation of independent distributors, resulting in distributors with increased leverage over suppliers due to the distributor's share of the supplier business, exclusive territorial appointments and regulatory protection of distribution agreements.

These independent distributors are entitled to exclusive territories and are often protected from termination by state statutes and regulations.

Consequently, if we are not allowed, or are unable under acceptable terms or at all, to replace unproductive or inefficient distributors, our business, financial position and results of operations may be adversely affected, which could have a material adverse effect on our business and financial results.

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Further, in recent years, there has been a consolidation of independent distributors, resulting in distributors with increased leverage over suppliers due to those distributors' share of the supplier business, exclusive territorial appointments and regulatory protection of distribution agreements.

We have limited ability to influence decisions regarding distributor consolidation, which, regardless of size, carries a risk of decreased investment in service and local marketing in the interest of paying down the leverage required to fund a transaction.

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This could negatively impact sales of our products and increase prices.

Our unique portfolio may require more brand building than our competitors, which could be adversely affected in the event of distributor consolidation.

Changes in distributors' strategies, including a reduction in the number of brands they carry, may adversely affect our growth, business, financial results and market share.

Our unique portfolio may require more brand building than our competitors, and distributors may not invest the time and other resources to effectively support these brands which could negatively impact our sales.

Changes in distributors' strategies, including a reduction in the number of brands they carry or focus on other competitive brands, may adversely affect our growth, business, financial results and/or market share.

Government mandated changes to the retail distribution model resulting from new regulations may have a material adverse effect on our Canada business.

In Canada, the retail distribution of beer and certain other alcohol is primarily a provincial responsibility.

In Canada, the retail distribution of alcohol is primarily a provincial responsibility.

An Early Implementation Agreement ("EIA") was entered into in May 2024 between the Province of Ontario, Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd.

(collectively, the "Representative Owners") and Brewers Retail Inc., operating under the name "The Beer Store" ("TBS").

(collectively, the "Representative Owners") and Brewers Retail Inc., operating under the name "The Beer Store".

The EIA was effective July 18, 2024 and continues until December 31, 2030.

The EIA removed grocery store pack size restrictions on beer, wine, cider and ready-to-drink alcoholic beverages as of July 18, 2024, and allowed for the expansion of licensed sale of beer, wine and ready-to-drink alcoholic beverages to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores as of October 31, 2024.

The EIA requires TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025.

From July 1, 2025 until December 31, 2025, TBS has the right to close additional retail locations to maintain a minimum of 300 stores.

The requirements to keep a certain number of TBS stores open may result in the inefficient operations of TBS stores during that period of time.

As a result, under the EIA, the Province of Ontario will provide financial support to TBS and the representative owners of up to CAD 225 million through reimbursement of costs incurred in connection with the early implementation and to TBS in connection with the operation of the agreed upon retail footprint during the interim period between the commencement date of the EIA and December 31, 2025.

From January 1, 2026 onward, TBS will have the sole and absolute discretion to maintain or close any retail location.

The EIA removed grocery store pack size restrictions on beer, wine, cider and RTDs as of July 18, 2024, and allowed for the expansion of licensed sale of beer, wine and RTDs to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores as of October 31, 2024.

Under the EIA, the Province of Ontario provided 225 million CAD to TBS to financially support the operation of the agreed upon retail footprint during the interim period between the commencement date of the EIA and December 31, 2025.

The EIA required TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025 and to maintain a minimum of 300 stores from July 1, 2025 until December 31, 2025.

From January 1, 2026 onward, TBS has the sole and absolute discretion to maintain or close any retail location.

If TBS cannot transition quickly from a retail-led organization to a distribution-led organization, it may adversely impact our business, our results of operations and financial condition.

In addition, the taxes and fee structure, as well as other regulatory elements are under review and are subject to change in the year ended December 31, 2025 which could have a significant adverse impact on our business.

The EIA requires licensed grocery and big-box retailers more than five kilometers from a TBS store to accept and sort empty beverage alcohol containers for recycling as of the commencement date of the EIA, and beginning in 2026, all licensed grocery and big-box stores must accept and sort empty beverage alcohol containers for recycling.

The expansion of the recycling program to all grocery stores could interrupt the flow of returnable bottles and may impact the quality of the returnable bottle.

This could cause inefficiencies in our operations, increase the costs of packaging materials and hinder the quality of our packaging materials.

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In addition, the result of the Ontario Government's review of all taxes, markups and fees in support of the modern and expanded market remains pending.

A new wholesale markup structure is expected to be announced in the first quarter of 2026 and go into effect on April 1, 2026.

Other regulatory elements are under review and are subject to change, any of which could have an adverse impact or present new opportunities for our business.

As of January 1, 2026, all licensed grocery and big-box stores are required as a condition of license to accept and sort empty beverage alcohol containers for recycling.

Convenience stores are exempt from any recycling requirement.

Any licensed grocery store or big-box store that enters into an alternative arrangement with TBS for the recycling of empty containers can seek a regulatory exemption from the condition of license to accept and sort empty containers.

As of January 1, 2026, a number of grocery and big-box chains and independent grocery stores have entered into alternative arrangements with TBS under which TBS will have responsibility for collecting the empty container returns on behalf of those grocery and big-box stores (who will not be obligated once exempted from the condition to accept empty containers).

The expansion of the number of retail points of sale relative to the number of return locations could interrupt the flow of returnable-refillable bottles and may impact the quality of the returnable-refillable bottle.

While the volume of beer sold in the industry standard returnable-refillable bottle has diminished due to consumer preference for one-way aluminum cans, a disruption to the return rate could result in inefficiencies in our operations.

Such impacts of the EIA could have a negative impact on the results of operations, cash flows and financial position of our Americas segment.

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Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations impacts could result in the future.

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Additional Risks Related to our EMEA&APAC Segment

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dollar, in each case, in addition to the other impacts of the Russia-Ukraine conflict.

Additionally, we face intense competition in certain of our European markets, particularly with respect to pricing, which could lead to reduced sales or profitability.

Additionally, intense pricing competition in certain of our European markets, combined with reduced consumer confidence and a decline in consumers' prioritization of the beer category, may adversely reduce sales or profitability.

In particular, the on-going focus by large competitors in Europe to drive increased market share through aggressive pricing strategies could adversely affect our sales and results of operations.

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Margins in sales to off-premise customers tend to be lower than margins from sales to on-premise customers, and, as a result, continuation or acceleration of this trend could further adversely affect our profitability.

Some of the European markets in which we currently operate face significant public budget deficits, causing governments to introduce new tariffs and tax measures, including increases in value-added-tax and excise taxes or the elimination of certain personal income tax deductions.

This, in turn, may generate directly or indirectly further uncertainty in those markets and reduce consumer spend, which could have a material adverse effect on our profitability in those countries.

Risks Related to Ownership of our Class B Common Stock

Shareholder activism efforts or unsolicited takeover proposals could cause a material disruption to our business and financial results.

We may be subject to various legal and business challenges due to actions instituted by activist shareholders or unsolicited takeover proposals or other advocacy efforts.

Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may affect our relationships with vendors, customers, prospective and current employees and others, as well as potentially increase the chance of additional shareholder activism or other advocacy efforts.

Similarly, proposed or future laws and regulations may also increase the chance we become the target of shareholder activist campaigns, including sustainability, human rights and human capital-related actions.

If shareholder activist campaigns are initiated against us, our response to such actions could be costly and time-consuming, which could divert the attention and resources of the Board, Chief Executive Officer and senior management from the pursuit of our business strategies, which could harm our business, negatively impact our stock price, and have an adverse effect on our business and financial results.

The interests of the controlling stockholders may differ from those of other stockholders and could prevent our Company from making certain decisions or taking certain actions that would be in the best interest of the other stockholders.

Our Class B common stock has fewer voting rights than our Class A common stock, and holders of our Class A common stock have the ability to effectively control or have a significant influence over certain of our actions requiring stockholder approval, which could have a material adverse effect on Class B stockholders.

See Part II—Item 8 Financial Statements and Supplementary Data, Note 14, "Stockholders' Equity" in this Annual Report on Form 10-K for additional information regarding voting rights of Class A and Class B stockholders.

If Pentland and the Coors Trust do not agree on a matter submitted to our stockholders or if a super-majority of the Board do not agree on certain actions, generally the matter will not be approved, even if beneficial to us or favored by other stockholders or a majority of the Board.

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Similarly, our bylaws require the authorization of a super-majority (two-thirds) of the Board to take certain transformational actions.

Thus, it is possible that our Company will not be authorized to take action even if it is supported by a simple majority of the Board.

Our Class B common stock has fewer voting rights than our Class A common stock and holders of our Class A common stock have the ability to effectively control or have a significant influence over certain of our actions requiring stockholder approval, which could have a material adverse effect on Class B stockholders.

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Shareholder activism efforts or unsolicited takeover proposals could cause a material disruption to our business and financial results.

We may be subject to various legal and business challenges due to actions instituted by activist shareholders or unsolicited takeover proposals or other advocacy efforts.

Thus, it is possible that we will not be authorized to take action even if it is supported by a simple majority of the Board.

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What changed 10-K

Item 1A. Risk Factors