Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025, to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such disclosure controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives. 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
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our Chief Executive Officer and our Chief Financial Officer, with assistance from other members of management, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework and criteria established in Internal Control—Integrated Framework (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report which appears in Part II—Item 8 Financial Statements and Supplementary Data.
Changes in Internal Control over Financial Reporting
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.
ITEM 9B. OTHER INFORMATION
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.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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.
ITEM 11. EXECUTIVE COMPENSATION
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements, Financial Statement Schedules and Exhibits
The following are filed or incorporated by reference as a part of this Annual Report on Form 10-K:
(1) Management's Report
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2025, December 31, 2024 and December 31, 2023
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024
Consolidated Statements of Cash Flows for the years ended December 31, 2025, December 31, 2024 and December 31, 2023
Consolidated Statements of Stockholders' Equity and Noncontrolling Interests for the years ended December 31, 2025, December 31, 2024 and December 31, 2023
Notes to Consolidated Financial Statements
(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
Incorporated by Reference Filed/Furnished Herewith
Exhibit Number Document Description Form Exhibit Filing Date
3.1 Restated Certificate of Incorporation of Molson Coors Beverage Company, as amended to date.
10-K 3.1 February 12, 2020
3.2 Fifth Amended and Restated Bylaws of Molson Coors Beverage Company.
8-K 3.1 May 23, 2022
4.1.1 Specimen Class A Common Stock Certificate .
10-K 4.1.1 February 12, 2020
4.1.2 Specimen Class B Common Stock Certificat e .
10-K 4.1.2 February 12, 2020
4.2.1
Indenture, dated as of May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
8-K 4.1 May 3, 2012
4.2.2
First Supplemental Indenture, dated as of May 3, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
8-K 4.2 May 3, 2012
4.2.3
Second Supplemental Indenture, dated as of June 15, 2012, to the Indenture dated May 3, 2012, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
10-Q 4.8 August 8, 2012
4.2.4
Third Supplemental Indenture, dated as of May 13, 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-K 4.3 June 28, 2016
4.2.5
Fourth Supplemental Indenture, dated as of August 19, 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.
10-Q 4.9 November 1, 2016
4.2.6
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.
10-Q 4.10 November 1, 2016
4.2.7
Sixth Supplemental Indenture, dated as of October 11, 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.
10-K 4.2.7 February 14, 2017
4.2.8
Seventh Supplemental Indenture, dated as of January 11, 2018, 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.
10-K 4.1.8 February 14, 2018
4.2.9
Eighth Supplemental Indenture, dated as of August 31, 2020, to the Indenture dated May 3, 2012, by and among Molson Coors Beverage Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
10-Q 4.1 October 29, 2020
4.2.10
Form of 5.000% Senior Notes due 2042.
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
4.3
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. Trust dated September 12, 1969.
8-K 99.2 February 15, 2005
4.4.1 Indenture, dated as of July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
8-K 4.1 July 7, 2016
4.4.2 First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and paying agent.
8-K 4.2 July 7, 2016
4.4.3 Second Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
8-K 4.3 July 7, 2016
4.4.4 Third Supplemental Indenture, dated as of August 19, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
10-Q 4.14 November 1, 2016
4.4.5 Fourth Supplemental Indenture, dated as of September 30, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
10-Q 4.15 November 1, 2016
4.4.6 Fifth Supplemental Indenture, dated as of October 11, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors Brewing Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
10-K 4.5.6 February 14, 2017
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-K 4.8.7 February 14, 2018
4.4.8 Seventh Supplemental Indenture, dated as of August 31, 2020, to the Indenture dated July 7, 2016, by and among Molson Coors Beverage Company, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee.
10-Q 4.3 October 29, 2020
4.4.9 Form of 3.000% Senior Notes due 2026 .
8-K 4.3 July 7, 2016
4.4.10 Form of 4.200% Senior Notes due 2046.
8-K 4.3 July 7, 2016
4.5.1 Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee.
8-K 4.9 July 7, 2016
4.5.2 First Supplemental Indenture, dated as of July 7, 2016, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, Molson Coors Brewing Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee.
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.
10-Q 4.7 November 1, 2016
4.5.4 Third Supplemental Indenture, dated as of September 30, 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.
10-Q 4.8 November 1, 2016
4.5.5 Fourth Supplemental Indenture, dated as of October 11, 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.
10-K 4.11.5 February 14, 2017
4.5.6 Fifth Supplemental Indenture, dated as of January 11, 2018, 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.
10-K 4.14.6 February 14, 2018
4.5.7 Sixth Supplemental Indenture, dated as of August 31, 2020, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
10-Q 4.4 October 29, 2020
4.5.8 Form of 3.440% Senior Notes due 2026.
8-K 4.10 July 7, 2016
4.6.1 Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee.
8-K 4.1 May 29, 2024
4.6.2 First Supplemental Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee .
8-K
4.2 May 29, 2024
4.6.3 Form of 3.800% Senior Notes due 2032 .
8-K 4.2 May 29, 2024
4.7
Description of Registrant's Capital Stock .
X
4.8
Description of Registrant's 3.800% Senior Notes due 2032.
X
10.1* Amended and Restated Molson Coors Brewing Company Directors' Stock Plan effective May 31, 2012.
10-Q 10.7 August 8, 2012
10.2.1* Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan.
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.
10-K 10.2.4 February 14, 2017
10.2.4* Form of Stock Option pursuant to the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan.
10-K 10.7.8 February 12, 2015
10.2.5* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020.
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.
10-Q 10.4 April 30, 2024
10.2.7* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).
10-Q 10.7 April 30, 2024
10.2.8* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2024 applicable to Gavin D.K. Hattersley.
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. Hattersley).
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. Hattersley.
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.
10-Q 10.6 May 2, 2023
10.2.13* Form of Director Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020.
10-K 10.2.9 February 23, 2022
10.2.14* Form of Nonqualified Stock Option pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2020.
10-K 10.2.10 February 23, 2022
10.2.15* 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.
10-Q 10.2 April 30, 2024
10.2.16* Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).
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. Hattersley.
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. Hattersley).
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. Hattersley.
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.
10-K 10.2.11 February 23, 2022
10.2.22* Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2022.
10-Q 10.1 May 3, 2022
10.2.23* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2022 applicable to Gavin D.K. Hattersley.
10-Q 10.2 May 3, 2022
10.2.24* Form of Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2022 applicable to Gavin D.K. Hattersley.
10-Q 10.3 May 3, 2022
10.2.25* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2023.
10-Q
10.6 May 2, 2023
10.2.26* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024.
10-Q 10.3 April 30, 2024
10.2.27* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).
10-Q 10.6 April 30, 2024
10.2.28* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2024 applicable to Gavin D.K. Hattersley.
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. Hattersley).
10-Q 10.5 May 8, 2025
130
Table of Content s
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. Hattersley.
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. Joubert.
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. Maciolek.
10-Q 10.2 August 5, 2025
10.3* Form of Executive Continuity and Protection Program Letter Agreement .
10-Q 10.7 May 11, 2005
10.4* Molson Coors Deferred Compensation Plan, as amended and restated effective January 1, 2018.
8-K 10.1 May 25, 2018
10.5* Molson Coors Brewing Company Amended and Restated Change in Control Protection Program dated as of July 18, 2019.
8-K 10.1 July 24, 2019
10.6* Offer Letter, dated as of November 22, 2016, by and between Molson Coors Brewing Company and Tracey Joubert.
8-K 10.1 November 25, 2016
10.7.1* Offer Letter, dated as of July 30, 2019, by and between Molson Coors Brewing Company and Gavin D.K. Hattersley.
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. Hattersley.
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. Jacques.
8-K 10.1 February 28, 2023
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. Maciolek .
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. and Sergii Ieskov.
10-Q 10.2 May 2, 2023
10.11.2* Mutual Agreement on Termination between Sergii Ieskov, Zagrebačka Pivovara d.o.o., and Molson Coors Beverage Company dated October 17, 2024.
8-K 10.1 October 18, 2024
10.12.1** Amended and Restated Credit Agreement, dated June 26, 2023, by and among Molson Coors Beverage Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, the lenders party thereto, and Citibank, N.A., as administrative agent.
8-K 10.1 June 28, 2023
10.12.2** Amended and Restated Subsidiary Guarantee Agreement, dated June 26, 2023, by and among Molson Coors Beverage Company, Molson Coors Brewing Company (UK) Limited, Molson Canada 2005, Molson Coors Canada Inc., Molson Coors International LP, each subsidiary listed on Schedule I thereto, and Citibank, N.A., as administrative agent.
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 and Extension Agreement, dated as of June 3, 2024, by and among Molson Coors Beverage Company, the Extending Lenders party thereto and Citibank, N.A., as Administrative Agent .
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 .
8-K 10.3 July 13, 2017
10.14 Form of Amendment to Commercial Paper Dealer Agreement .
10-K 10.12 February 21, 2023
19 Insider Trading Policy .
10-K 19 February 20, 2024
21 Subsidiaries of the Registrant.
X
22 Molson Coors Beverage Company List of Parent Issuer and Guarantor Subsidiaries.
X
23 Consent of Independent Registered Public Accounting Firm.
X
31.1 Section 302 Certification of Chief Executive Officer.
X
31.2 Section 302 Certification of Chief Financial Officer.
X
32 Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
XX
97* Global Incentive Compensation Clawback Policy .
10-K 97 February 20, 2024
101.INS*** XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH*** XBRL Taxonomy Extension Schema Document. X
101.CAL*** XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF*** XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB*** XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE*** XBRL Taxonomy Extension Presentation Linkbase Document. X
104
Cover page formatted as Inline XBRL and contained in Exhibit 101.
X
* Represents a management contract or compensatory plan or arrangement.
** Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
*** Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and Noncontrolling Interests, (vi) the Notes to Consolidated Financial Statements, and (vii) document and entity information.
X Filed herewith
XX Furnished herewith
(b) Exhibits
The exhibits included in Item 15(a)(3) above are filed or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.
(c) Other Financial Statement Schedules
132
Table of Content s
SCHEDULE II
MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
Balance at
beginning
of year Additions
charged to
costs and
expenses Deductions Foreign
exchange
impact Balance at
end of year
Deferred tax valuation allowance
Year ended
December 31, 2025 $ 79.9 $ 30.7 $ ( 8.0 ) $ 2.8 $ 105.4
December 31, 2024 $ 61.9 $ 29.3 $ ( 9.6 ) $ ( 1.7 ) $ 79.9
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 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.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MOLSON COORS BEVERAGE COMPANY
By /s/ RAHUL GOYAL President, Chief Executive Officer and Director
(Principal Executive Officer)
Rahul Goyal
February 18, 2026
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/ RAHUL GOYAL President, Chief Executive Officer and Director (Principal Executive Officer)
Rahul Goyal
By /s/ TRACEY I. JOUBERT Chief Financial Officer
(Principal Financial Officer)
Tracey I. Joubert
By /s/ ROXANNE M. STELTER Vice President and Controller
(Principal Accounting Officer)
Roxanne M. Stelter
By /s/ DAVID S. COORS Chair and Director
David S. Coors
By /s/ GEOFFREY E. MOLSON Vice Chair and Director
Geoffrey E. Molson
By /s/ CHRISTIAN COCKS Director
Christian Cocks
By /s/ PETER J. COORS Director
Peter J. Coors
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By /s/ ROGER G. EATON Director
Roger G. Eaton
By /s/ MARY LYNN FERGUSON-MCHUGH Director
Mary Lynn Ferguson-McHugh
By /s/ CHARLES M. HERINGTON Director
Charles M. Herington
By /s/ ANDREW T. MOLSON Director
Andrew T. Molson
By /s/ NESSA O'SULLIVAN Director
Nessa O'Sullivan
By /s/ H. SANFORD RILEY Director
H. Sanford Riley
By /s/ JILL TIMM Director
Jill Timm
By /s/ LEROY J. WILLIAMS, JR. Director
Leroy J. Williams, Jr.
By /s/ JAMES A. WINNEFELD, JR. Director
James A. Winnefeld, Jr.
February 18, 2026
134