What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-18 · 97 added, 37 removed, 260 unchanged (34% of the section changed)

5 unchanged sentences

Also, we have investments in certain unconsolidated entities that we do not control or manage.

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Management's Annual Report on Internal Control over Financial Reporting

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There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Starting with the third quarter of 2025, our Company is in the process of a multi-year ERP system implementation.

As the ERP system implementation progresses, our Company may change our processes and procedures which, in turn, could result in changes to our internal control over financial reporting.

As such changes occur, our Company will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

OTHER INFORMATION

Other than as set forth below, during the three months ended December 31, 2024, no directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

On November 14, 2024 , Gavin Hattersley , our President, Chief Executive Officer and Director , entered into a pre-arranged stock trading plan intended to qualify as a Rule 10b5-1 trading arrangement (the "Hattersley 10b5-1 Sales Plan").

The Hattersley 10b5-1 Sales Plan provides for the potential exercise of vested stock options and the associated sale of up to 155,789 shares of the Company's Class B common stock generated from the exercise of the aforementioned options between February 27, 2025 and February 27, 2026 .

Further, the Hattersley 10b5-1 Sales Plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

During the three months ended December 31, 2025, no directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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Incorporated by reference to our definitive proxy statement for our 2026 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2025.

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Equity Compensation Plan Information

The following table summarizes information about the Incentive Compensation Plan as of December 31, 2025.

All outstanding awards shown in the table below relate to our Class B common stock.

Plan category Number of securities to be

issued upon exercise of

outstanding options,

warrants and rights (Column A) Weighted-average

exercise price of

outstanding options,

warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)

Equity compensation plans approved by security holders (1)

4,657,835 $59.07 6,398,824

Equity compensation plans not approved by security holders — $0.00 —

Total 4,657,835 $59.07 6,398,824

(1) Under the Incentive Compensation Plan, we may issue RSUs, DSUs, PSUs and stock options.

On May 14, 2025, the Incentive Compensation Plan was amended and restated, increasing the number of shares of our Company's Class B common stock that may be issued under the Plan by 5,000,000 shares.

The number of securities to be issued upon exercise of outstanding awards includes 1,239,066 RSUs and DSUs, 749,325 PSUs (assuming the target award is met) and 2,669,444 options outstanding as of December 31, 2025.

See Part II—Item 8 Financial Statements and Supplementary Data, Note 16, "Share-Based Payments" for further discussion.

Outstanding RSUs, DSUs and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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(2) Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2025, December 31, 2024 and December 31, 2023

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(3) Exhibit list

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10-K 4.1.1 February 12, 2020

4.1.2 Specimen Class B Common Stock Certificate

4.1.2 Specimen Class B Common Stock Certificat e .

10-K 4.1.2 February 12, 2020

9 unchanged sentences

10-Q 4.9 November 1, 2016

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

Fifth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.

8 unchanged sentences

8-K 4.2 May 3, 2012

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Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

Registration Rights Agreement, dated as of February 9, 2005, by and among Adolph Coors Company, Pentland Securities (1981) Inc., 4280661 Canada Inc., Nooya Investments Ltd., Lincolnshire Holdings Limited, 4198832 Canada Inc., BAX Investments Limited, 6339522 Canada Inc., Barleycorn Investments Ltd., DJS Holdings Ltd., 6339549 Canada Inc., Hoopoe Holdings Ltd., 6339603 Canada Inc., and The Adolph Coors, Jr.

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10-K 4.5.6 February 14, 2017

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

4.4.7 Sixth Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.

10 unchanged sentences

8-K 4.10 July 7, 2016

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Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

4.5.3 Second Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.

17 unchanged sentences

Description of Registrant's Capital Stock .

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

Description of Registrant's 3.800% Senior Notes due 2032.

3 unchanged sentences

8-K 10.1 May 28, 2021

10.2.2* Molson Coors Beverage Company Incentive Compensation Plan, as amended and restated

8-K 10.1 May 16, 2025

10.2.3* Form of Directors DSU Award Statement pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.

4 unchanged sentences

10-K 10.2.7 February 23, 2022

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Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

10.2.6* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024.

4 unchanged sentences

10-Q 10.10 April 30, 2024

10.2.9* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2025.

10-Q 10.3 May 8, 2025

10.2.10* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2025 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K.

10-Q 10.6 May 8, 2025

10.2.11* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2025 applicable to Gavin D.K.

10-Q 10.9 May 8, 2025

10.2.12* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020.

8 unchanged sentences

10-Q 10.5 April 30, 2024

10.2.17* Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to Gavin D.K.

10-Q 10.8 April 30, 2024

10.2.18* Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025.

10-Q 10.1 May 8, 2025

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Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

10.2.19* Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K.

10-Q 10.4 May 8, 2025

10.2.20* Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to Gavin D.K.

10-Q 10.8 April 30, 2024

10-Q 10.7 May 8, 2025

10.2.21* Form of Cash-Settled Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020.

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10-Q 10.9 April 30, 2024

10.2.29* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to employees not based in the Latin America region.

10-Q 10.2 May 8, 2025

10.2.30* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K.

10-Q 10.5 May 8, 2025

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Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

10.2.31* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to Gavin D.K.

10-Q 10.8 May 8, 2025

10.2.32* Form of Restricted Stock Unit Agreement dated April 14, 2025 pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan applicable to Tracey I.

10-Q 10.1 August 5, 2025

10.2.33* Form of Restricted Stock Unit Agreement dated April 14, 2025 pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan applicable to, among others, Michelle St.

Jacques and Natalie G.

10-Q 10.2 August 5, 2025

10.3* Form of Executive Continuity and Protection Program Letter Agreement .

8 unchanged sentences

8-K 10.1 July 31, 2019

10.7.2* Advisory Offer Letter, dated September 19, 2025, by and between Molson Coors Beverage Company and Gavin D.K.

8-K 10.2 September 19, 2025

10.8.1* Offer Letter, dated February 23, 2023, by and between Molson Coors Beverage Company and Michelle St.

8-K 10.1 February 28, 2023

Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

10.8.2* General Waiver and Release Agreement entered into by Michelle St.

Jacques dated November 14, 2025.

8-K 10.1 November 20, 2025

10.9* Offer Letter, dated July 21, 2023, by and between Molson Coors Beverage Company and Natalie G.

10-Q 10.1 April 30, 2024

10.10* Offer Letter, dated September 19, 2025, by and between Molson Coors Beverage Company and Rahul Goyal

8-K 10.1 September 19, 2025

10.11.1* Directors Service Agreement, dated January 1, 2022, by and between Zagrebačka Pivovara d.o.o.

7 unchanged sentences

8-K 10.2 June 28, 2023

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Incorporated by Reference Filed/Furnished Herewith

Exhibit Number Document Description Form Exhibit Filing Date

10.12.3 Amendment No.

1 unchanged sentence

8-K 10.1 June 7, 2024

10.12.4 Extension Agreement, dated as of June 26, 2025, by and among Molson Coors Beverage Company, the Extending Lenders party thereto and Citibank, N.A., as Administrative Agent

8-K 10.1 June 26, 2025

10.13 Form of Commercial Paper Dealer Agreement .

3 unchanged sentences

19 Insider Trading Policy .

10-K 19 February 20, 2024

21 Subsidiaries of the Registrant.

6 unchanged sentences

97* Global Incentive Compensation Clawback Policy .

10-K 97 February 20, 2024 X

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XBRL Taxonomy Extension Label Linkbase Document X

XBRL Taxonomy Extension Presentation Linkbase Document X

10-K 97 February 20, 2024

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101.CAL*** XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*** XBRL Taxonomy Extension Definition Linkbase Document.

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Cover page formatted as Inline XBRL and contained in Exhibit 101.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

8 unchanged sentences

December 31, 2023 $ 57.2 $ 13.2 $ ( 10.2 ) $ 1.7 $ 61.9

Additional amounts related to the deferred tax valuation allowance are primarily due to the valuation allowance that was recorded on deferred tax assets in the third quarter of 2024 related to the sale of certain of our U.S.

craft businesses.

The sale resulted in the realization of a capital loss for U.S.

tax purposes.

We believe it is more likely than not that the deferred tax asset generated by the capital loss will not be recognized, and as a result, a $ 20.0 million valuation allowance was recorded for the twelve months ended December 31, 2024.

Deduction amounts are primarily due to the re-evaluation of deferred tax assets.

Additional amounts related to the deferred tax valuation allowance are primarily due to lower 2025 and future forecasted results, which resulted in a higher reserve for certain deferred tax assets that are now expected to expire before they can be utilized.

The impacts of changes in income tax rates on deferred tax valuation allowances are reported in the additions or deductions column accordingly.

2 unchanged sentences

MOLSON COORS BEVERAGE COMPANY

By /s/ GAVIN D.K.

HATTERSLEY President, Chief Executive Officer and Director

By /s/ RAHUL GOYAL President, Chief Executive Officer and Director

(Principal Executive Officer)

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

By /s/ GAVIN D.K.

HATTERSLEY President, Chief Executive Officer and Director (Principal Executive Officer)

By /s/ RAHUL GOYAL President, Chief Executive Officer and Director (Principal Executive Officer)

By /s/ TRACEY I.

4 unchanged sentences

(Principal Accounting Officer)

By /s/ GEOFFREY E.

MOLSON Chairman

By /s/ DAVID S.

COORS Vice Chairman

By /s/ JULIA M.

BROWN Director

By /s/ PETER H.

COORS Chair and Director

By /s/ GEOFFREY E.

MOLSON Vice Chair and Director

By /s/ CHRISTIAN COCKS Director

Christian Cocks

By /s/ PETER J.

COORS Director

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By /s/ ROGER G.

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures