Monster Beverage (MNST) 10-K risk factor changes: FY2024 vs FY2023

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

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

| | ● | Failure to meet [removed: sustainability] [added: evolving corporate governance] expectations or [removed: standards] [added: standards, including those related to sustainability matters,] could expose us to increased costs, reputational harm, or other adverse consequences. |

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

| | ● | We cannot predict the effect of possible inquiries from and/or actions by [added: litigants,] attorneys general, other government agencies and/or quasi-government agencies into the production, [added: data protection,] advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products. |

| | ● | Litigation regarding our [removed: products,] [added: products] and [added: practices, and] related unfavorable media attention, could expose us to significant liabilities and reduce demand for our products, thus negatively affecting our financial results. |

_Intellectual Property, Information Technology and Data Privacy [added: and Security] Risks_

| | ● | Our use of information technology [removed: and third party service providers] exposes us to cybersecurity [removed: breaches] [added: attacks] and other interruptions that could disrupt our business operations and adversely impact our reputation and results of operations. |

Furthermore, as of February [removed: 15, 2024,] [added: 14, 2025,] Mr. Sacks and Mr. Schlosberg together may be deemed to beneficially own and/or exercise voting control over approximately 8.2% of our outstanding common stock.

As of February [removed: 15, 2024,] [added: 14, 2025,] TCCC owned approximately [removed: 19.6%] [added: 21.0%] of our common stock.

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

In [removed: 2023,] [added: 2024,] we continued to outsource manufacturing of most of our non-alcohol finished goods to bottlers and other contract packers.

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

Adverse changes or developments affecting our [added: Norwalk and/or] Phoenix [removed: facility] [added: facilities] could adversely impact our ability to produce [removed: Bang Energy® drinks] [added: certain of our energy drink products] or cause us to halt our production of such beverages.

Alternative facilities with sufficient capacity or capabilities may not be readily available or may take significant time or [removed: money] [added: cost] to run at the same capacity as our [removed: Phoenix facility,] [added: AFF, Phoenix, and] Norwalk [removed: facility] [added: facilities] or our current breweries.

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

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

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

Additionally, the number of competitors, especially craft brewers and craft distilleries, within the alcohol space and the sales of hard seltzers, FMBs, craft-brewed domestic beers, imported beers, CBD and other cannabis beverages, and ready-to-drink spirits are expected to increase, particularly following the [added: February 2022] U.S. Treasury Report, “Competition in the Market for Beer, Wine and Spirits” (the “Treasury Report”), which promises to evaluate the impact of consolidation on marketplace competition.

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

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

_Our inability to implement our growth strategy, including expanding our business in existing and new sectors or to successfully [removed: integrate] [added: recognize the anticipated benefits of] acquired businesses or assets could adversely affect our business and financial results._

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

Our business may also be adversely impacted if we are unable to [removed: successfully transition the acquired Bang Energy® beverages to the Company’s primary bottlers/distributors or if we are unable to consolidate operations and/or] rationalize brands acquired from [removed: Bang Energy® and] Monster Brewing Company.

To the extent we integrate acquired businesses, [added: such as our recent integrations of the Bang Energy® and Monster Brewing Company businesses,] it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions.

Our acquisition of Monster Brewing Company and any future acquisitions we may make that expand our business into new sectors in the beverage [removed: industry,] [added: industry] also pose unique risks.

There is increasing awareness of and concern for health, wellness and nutrition considerations, including concerns regarding caloric intake associated with sugar-sweetened [removed: beverages,] [added: beverages and] the perceived undesirability of artificial [removed: ingredients, and the potential adverse consequences from excess consumption of alcohol beverages.][added: ingredients.]

Our net sales to customers outside of the United States were approximately [removed: 38%, 37%] [added: 40%, 38%] and 37% of consolidated net sales for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

We face and will continue to face substantial risks associated with having foreign operations, including, but not limited to: economic and/or political instability in our international markets; fluctuations in foreign currency exchange rates; restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes and/or withholding obligations on any repatriations; and tariffs and/or trade [removed: restrictions.][added: restrictions, including foreign import tariffs proposed or imposed by the recently inaugurated U.S. presidential administration and any responsive and/or retaliatory tariffs.]

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

For certain flavors purchased from third-party suppliers and used in [removed: a limited number] [added: certain] of our Monster Energy® brand energy drinks and/or our Strategic Brands energy drinks, these third-party flavor suppliers own the proprietary rights to certain of their flavor formulas.

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

[added: While we have identified alternative suppliers for] certain of [removed: our products and certain] [added: the ingredients contained in many] of our [removed: blended concentrates, and] [added: beverages,] we may be unable to obtain comparable flavors or concentrates from alternative suppliers on short notice.

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

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

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

Additional tariffs imposed by the United States or other countries on a broader range of imports, or further trade measures taken by other countries, [added: retaliatory or otherwise,] could result in an increase in [removed: supply chain] [added: raw material] costs.

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

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

Inflation has [removed: affected] [added: affected, and tariffs may affect,] certain of our raw material and packaging costs, commodities and other inputs globally.

Currently, the primary flavors for our Monster Energy® Drinks segment are developed and manufactured at the AFF facilities in Southern California and Athy, Ireland.

Bang Energy® beverages and certain of our other energy drink products are manufactured at our facility in Phoenix, Arizona.

We also began production of certain of our energy drinks at our facility in Norwalk, California in January 2024.

Further, we are dependent on Monster Brewing Company’s portfolio of facilities located in Longmont, Colorado, Brevard, North Carolina, Salt Lake City, Utah and Grand Rapids, Michigan to manufacture certain of our alcohol products.

Adverse changes or developments affecting our AFF facilities could adversely impact our ability to produce flavors of certain of our energy drink products.

For example, in 2024, we recognized impairment charges of $127.1 million related to goodwill and to certain other indefinite lived intangible assets and impairment charges of $8.2 million related to property and equipment in the Alcohol Brands segment.

There are also increasing studies on and concern for the potential adverse consequences from excess consumption of alcohol beverages.

The recently inaugurated U.S. presidential administration has also implemented or proposed tariffs on certain imports.

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

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

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

For example, the standards used to identify and collect the data required pursuant to the European Union’s Corporate Sustainability Reporting Directive are still unclear and in development, which could result in increased costs related to complying with the changing reporting obligations and could increase our risk of failing to comply with the directive.

For example, we could face negative responses or backlash from governmental actors (such as anti-environmental, social and governance matters legislation) or consumers (such as boycotts or negative publicity campaigns) who disagree with our goals and initiatives.

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

In addition, due to flooding from Hurricane Helene, we were forced to close one of our breweries located in Brevard, North Carolina for one week and could not operate this brewery at full capacity for approximately one month.

Most recently, in early 2025, we temporarily closed our AFF manufacturing facility in Southern California due to the polluted air conditions caused by the Los Angeles wildfires.

While the impact of such natural disasters on our business was ultimately immaterial, similar extreme weather occurrences could negatively harm our operations and hinder our growth, especially if such events continue to occur with increased frequency.

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

We have been, and may continue to be, the subject of cybersecurity attacks.

We may be subject to further attacks in the future whether we appropriately allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure.

_Cybersecurity attacks, business interruptions and compliance issues experienced by third parties could materially and adversely affect our financial condition, results of operation and cash flows._

Third parties have been, and could in the future, experience challenges complying with laws and regulation, such as data protection requirements, and interruptions to business systems, disruption to operations, and employee failures.

Furthermore, our management of multiple third party service providers increases our operational complexity.

Additionally, these risks are also present in acquired businesses, joint ventures or companies that we invest in or with whom we partner.

Additionally, privacy laws and regulations have been adopted or are being considered by various U.S. states.

These data protection laws and regulations impose operational requirements, including disclosures to consumers about personal data practices, opt-out and consent choices and required contractual terms with certain third parties.

The foregoing also includes the impact of several elections worldwide, including the 2024 U.S. elections, and the resulting policy shifts, the impact of such new policies implemented by the U.S. or other jurisdictions particularly with respect to tax and trade policies, including tariffs, and the impact of sanctions and related activities by the U.S., European Union, or other jurisdictions and any increased economic uncertainty and volatility in commodity prices that it poses.

| --- | --- | --- |

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

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

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

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

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

Moreover, there can be no assurance

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

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

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

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

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

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

these packaging supplies.

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

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

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

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

These

The SEC has also proposed similar rules.

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

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

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

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

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

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

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

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

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

In connection with the OECD’s

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

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

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

At December 31, 2023, we had $2.30 billion in cash and cash equivalents, $955.6 million in short-term investments and $76.4 million in long-term investments, including certificates of deposit, commercial paper, corporate bonds, U.S. government agency securities, U.S. treasuries, and to a lesser extent, municipal securities.

Certain of these investments are subject to general credit, liquidity, market and interest rate risks.

These risks associated with our investment portfolio may have an adverse effect on our future results of operations, liquidity and financial condition.

| | ● | _Pricing Actions_ – a discussion of certain pricing actions implemented during [removed: 2022] [added: 2024] and 2023; |

| | ● | _Results of Operations_ – an analysis of our consolidated results of operations for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] |

We implemented [removed: pricing actions including (i)] price increases [added: (i)] effective [removed: April 1, 2022 (limited pack sizes), September] [added: November] 1, [removed: 2022] [added: 2024 (for core brands] and [added: packages) and] April 1, 2023 [removed: (limited] [added: (for limited] pack sizes) in the United States, [added: and] (ii) [removed: price increases] at various times in certain international markets during [removed: 2022 and 2023 and (iii) decreased promotional allowances as a percentage of net sales in certain markets during 2022] [added: 2024] and 2023 (collectively, the “Pricing Actions”).

The Pricing Actions positively impacted gross profit margins in [added: 2024 as compared to] 2023.

As of the date of this filing, we expect to maintain [removed: substantial] [added: sufficient] liquidity as we manage through the current environment as described in the “Liquidity and Capital Resources” section below.

| ● Monster Energy® ● Monster Energy Ultra® ● [removed: Monster Rehab®] [added: Rehab Monster®] ● Monster Energy® Nitro ● Java Monster® ● Punch Monster® ● Juice Monster® ● Reign Total Body Fuel® ● Reign Inferno® Thermogenic Fuel ● Reign Storm® ● Bang Energy® ● NOS® ● Full Throttle® | | ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● [removed: Gladiator® ●] Samurai® ● Live+® ● Predator® ● Fury® |

We also develop, market, sell and distribute craft beers, FMBs and hard seltzers under a number of brands, including Jai Alai® IPA, Florida [removed: ManTM] [added: Man®] IPA, Dale’s Pale Ale®, Wild Basin® Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing [removed: CompanyTM] [added: Company®] Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The [removed: Beast Unleashed®,] [added: BeastTM,] Nasty [removed: BeastTM] [added: Beast®] Hard Tea and a host of other brands.

Our net sales of [removed: $7.14] [added: $7.49] billion for the year ended December 31, [removed: 2023] [added: 2024] represented record annual net sales.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately [removed: $146.7] [added: $247.1] million for the year ended December 31, [removed: 2023.][added: 2024.]

Our Monster Energy® Drinks segment represented [removed: 91.8%] [added: 91.6%] and [removed: 92.4%] [added: 91.8%] of our net sales for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Our Strategic Brands segment represented [removed: 5.3%] [added: 5.8%] and [removed: 5.6%] [added: 5.3%] of our net sales for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Our Alcohol Brands segment represented [removed: 2.6%] [added: 2.3%] and [removed: 1.6%] [added: 2.6%] of our net sales for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Our Other segment represented 0.3% [removed: and 0.4%] of our net sales for [removed: the] [added: both] years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022, respectively.][added: 2023.]

Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Monster Energy® Drinks segment of approximately [removed: $124.3] [added: $210.0] million for the year ended December 31, [removed: 2023.][added: 2024.]

Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Strategic Brands segment of approximately [removed: $22.4] [added: $37.1] million for the year ended December 31, [removed: 2023.][added: 2024.]

Net sales to customers outside the United States amounted to [removed: $2.71] [added: $2.96] billion and [removed: $2.36] [added: $2.71] billion for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Such sales were approximately [removed: 38%] [added: 40%] and [removed: 37%] [added: 38%] of net sales for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales to customers outside of the United States of approximately [removed: $146.7] [added: $247.1] million for the year ended December 31, [removed: 2023.][added: 2024.]

Net sales to customers outside the United States, on a foreign currency adjusted basis, increased [removed: 21.2%] [added: 18.5%] for the year ended December 31, [removed: 2023.][added: 2024.]

Our non-alcohol customers are primarily full service beverage bottlers/distributors, retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience [added: and gas] chains, [added: drug stores,] foodservice customers, value stores, e-commerce retailers and the military.

Percentages of our gross billings to our various customer types for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] are reflected below.

| ​ | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] |

| U.S. full service bottlers/distributors | | [removed: 47%] [added: 46%] | ​ | [removed: 48%] [added: 47%] | ​ | [removed: 51%] [added: 48%] |

| International full service bottlers/distributors | | [removed: 40%] [added: 41%] | ​ | [removed: 39%] [added: 40%] | ​ | 39% |

| Club stores and e-commerce retailers | | 8% | ​ | [removed: 9%] [added: 8%] | ​ | [removed: 8%] [added: 9%] |

| Retail grocery, direct convenience, specialty chains and wholesalers | | 2% | ​ | 2% | ​ | [removed: 1%] [added: 2%] |

| Alcohol, value stores and other | | 3% | ​ | [removed: 2%] [added: 3%] | ​ | [removed: 1%] [added: 2%] |

Our non-alcohol customers include Coca-Cola Canada Bottling Limited, Coca-Cola Consolidated, Inc., Coca-Cola Bottling Company United, Inc., Reyes [removed: Coca-Cola Bottling,] [added: Holdings,] LLC, Coca-Cola Southwest Beverages LLC, The Coca-Cola Bottling Company of Northern New England, Inc., Swire Pacific Holdings, Inc. (USA), Liberty Coca-Cola Beverages, LLC, Coca-Cola Europacific [removed: Partners (formerly Coca-Cola European Partners and Coca-Cola Amatil),] [added: Partners,] Coca-Cola Hellenic, Coca-Cola FEMSA, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa, Coca-Cola İçecek and certain other TCCC network bottlers, Asahi Soft Drinks, Co., Ltd., Wal-Mart, Inc. (including Sam’s Club), Costco Wholesale Corporation and Amazon.com, Inc.

Keith Company, J.J. Taylor Distributing, and [removed: Sheehan Family Companies.][added: Admiral Beverage Corporation.]

A decision by any large customer to decrease amounts purchased from us or to cease carrying our products could have a material adverse effect on our financial condition and [removed: consolidated] results of operations.

Coca-Cola Consolidated, Inc. accounted for approximately 10%, [removed: 11%] [added: 10%] and [removed: 12%] [added: 11%] of our net sales for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: Reyes] Coca-Cola [removed: Bottling, LLC] [added: Europacific Partners] accounted for approximately [removed: 9%, 9%] [added: 14%, 13%] and [removed: 10%] [added: 13%] of our net sales for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: Coca-Cola Europacific Partners (formerly Coca-Cola European Partners)] [added: Reyes Holdings, LLC] accounted for approximately [removed: 13%, 13% and 12%] [added: 9%] of our net sales for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021, respectively.][added: 2022.]

| | ● | _International Growth_ – The introduction, development and sustained profitability of our brands internationally remains a key value driver for our corporate growth. One or more of our products are distributed in approximately [removed: 158] [added: 159] countries and territories worldwide. |

These measurements will continue to be a key management focus in [removed: 2024] [added: 2025] and beyond (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”).

As of December 31, [removed: 2023,] [added: 2024,] the Company had working capital of [removed: $4.43] [added: $2.54] billion compared to [removed: $3.76] [added: $4.43] billion as of December 31, [removed: 2022.][added: 2023.]

[removed: related to the increase in] [added: Gross profit as a percentage of] net sales [added: increased to 54.0%] for the year ended December 31, [added: 2024 from 53.1% for the year ended December 31,] 2023.

For the year ended December 31, [removed: 2023,] [added: 2024,] our net cash provided by operating activities was approximately [removed: $1.72] [added: $1.93] billion as compared to [removed: $887.7 million] [added: $1.72 billion] for the year ended December 31, [removed: 2022.][added: 2023.]

Principal uses of cash flows in [removed: 2023] [added: 2024] were purchases of [removed: investments, purchases of] treasury [removed: stock, the acquisition of Bang Energy, development of our brands internationally] [added: stock] and purchases of real property, property and equipment.

[removed: Except for the acquisition of Bang Energy, these] [added: These] principal uses of cash flows are expected to be and remain our principal recurring use of cash and working capital funds in the future (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”).

The decrease in working capital was primarily the result of the decrease in cash and cash equivalents and short-term investments related to treasury stock repurchases for the year ended December 31, 2024.

Net sales on a foreign currency adjusted basis increased 8.4% for the year ended December 31, 2024.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales to customers in EMEA, Asia Pacific (including Oceania), Latin America and the Caribbean of approximately $245.2 million for the year ended December 31, 2024.

Net sales on a foreign currency adjusted basis in EMEA, Asia Pacific (including Oceania), Latin America and the Caribbean increased 19.2% for the year ended December 31, 2024.

Net sales of concentrates within the Strategic Brands segment tend to have more pronounced fluctuations from period to period as compared to net sales of our finished goods within the Monster Energy® Drinks segment primarily as a result of bottler production schedules.

The decrease in net sales for the year ended December 31, 2024 was primarily due to decreased sales by volume of craft beers.

The decrease in overall average net sales per case for our energy drink products for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to higher promotional allowances as a percentage of net sales as well as geographical/product sales mix.

The Alcohol Impairment Charges were primarily the result of operating and financial performance not meeting projections due in part to challenges in the category, as well as a decrease in projected ongoing operating and financial performance.

The Alcohol Impairment Charges relate primarily to goodwill and to certain other indefinite lived intangible assets as well as property and equipment.

Additionally, the increase in operating expenses was primarily due to increased general and administrative expenses of $110.0 million (primarily impairment charges related to the Alcohol Brands segment), increased selling and marketing expenses of $80.5 million (primarily sponsorships and endorsements), increased payroll expenses of $68.7 million and increased distribution expenses (including storage and warehouse) of $18.5 million.

The decrease in interest income for the year ended December 31, 2024 was primarily related to lower short- and long-term investment balances as a result of treasury stock repurchases made during the year ended December 31, 2024.

Interest expense was $27.9 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively.

The decrease in net income for the year ended December 31, 2024 was primarily due to the Alcohol Impairment Charges.

Gross billings on a foreign currency adjusted basis increased 9.1% for the year ended December 31, 2024.

Gross billings for the Monster Energy® Drinks segment on a foreign currency adjusted basis increased 8.7% for the year ended December 31, 2024.

Gross billings for the Strategic Brands segment increased primarily due to increased sales by volume of our Burn®, Predator®, NOS® and Fury® brand energy drinks.

Gross billings for the Strategic Brands segment on a foreign currency adjusted basis increased 24.2% for the year ended December 31, 2024.

The decrease in gross billings for the year ended December 31, 2024 was primarily due to decreased sales by volume of craft beers.

Inflation had an impact on our results of operations for the year ended December 31, 2024, primarily due to domestic inflation as well as inflation related local currency price increases in certain international markets.

_Cash and cash equivalents._ As of December 31, 2024, we had $1.53 billion in cash and cash equivalents.

_Long-term debt._ In May 2024, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders, which provides for senior unsecured credit facilities in an aggregate principal amount of $1.50 billion (collectively, the “Credit Facilities”).

The Credit Facilities consist of a $750.0 million term loan (the “Term Loan”) and up to $750.0 million in multicurrency revolving loan commitments (the “Revolving Credit Facility”).

The Term Loan matures May 2027, and the Revolving Credit Facility matures May 2029.

Borrowings under the Credit Facilities may be repaid at any time during the term of the Credit Facilities and, in the case of the Revolving Credit Facility, may be reborrowed prior to the maturity date.

As of December 31, 2024, borrowings of $375.0 million remained outstanding on the Term Loan.

As of February 27, 2025, borrowings of $225.0 million remained outstanding on the Term Loan.

As of December 31, 2024, the Revolving Credit Facility had remaining availability of $750.0 million.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In addition, the cash flows used in financing activities for the year ended December 31, 2024, were attributable to repayments on the Credit Facilities.

The cash provided by financing activities for the year ended December 31, 2024 was primarily attributable to borrowings under the Credit Facilities and, to a lesser extent, the issuance of our common stock under our stock-based compensation plans.

| Contractual Obligations1 | ​ | $ | 474,811 | ​ | $ | 258,010 | ​ | $ | 138,727 | ​ | $ | 77,979 | ​ | $ | 95 |

| Finance Leases | ​ | | 4,355 | ​ | | 4,313 | ​ | | 25 | ​ | | 17 | ​ | | — |

| Operating Leases | ​ | | 64,374 | ​ | | 14,868 | ​ | | 22,091 | ​ | | 15,564 | ​ | | 11,851 |

| Credit Facilities | ​ | ​ | 375,000 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 375,000 | ​ | ​ | — |

| Purchase Commitments2 | ​ | | 415,887 | ​ | | 399,936 | ​ | | 15,951 | ​ | | — | ​ | | — |

| ​ | ​ | $ | 1,334,427 | ​ | $ | 677,127 | ​ | $ | 176,794 | ​ | $ | 468,560 | ​ | $ | 11,946 |

Subsequent to the impairment charges recorded, there is no remaining goodwill for the Alcohol Brands reporting unit.

As of December 31, 2024, the accumulated goodwill impairment balance was $86.3 million related entirely to the Alcohol Brands reporting unit.

| ● | Changes in U.S. trade policies as a result of any legislation proposed by the recently inaugurated U.S. presidential administration or U.S. Congress, which include tariffs on aluminum; |

| | ● | _Bang Energy Acquisition –_ a discussion of our acquisition of Bang Energy on July 31, 2023; |

| --- | --- | --- |

Bang Energy Acquisition

On July 31, 2023, we completed the Bang Transaction.

The acquired assets primarily include the Bang Energy® drink business and a beverage production facility in Phoenix, AZ.

Gross Profit Margins

During the year ended December 31, 2023, we experienced an improvement in our gross profit margins as compared to the year ended December 31, 2022.

This improvement was primarily attributable to (i) the Pricing Actions, (ii) our decreased reliance on imported cans and (iii) improved finished product inventory levels in closer proximity to our customers, resulting in a reduction of long-distance freight costs.

During the COVID-19 pandemic we prioritized ensuring product availability for our customers and consumers.

This strategic direction remained in place throughout the global supply chain challenges and disruptions, despite adversely impacting our profitability.

We continue to stand by our strategy to ensure product availability and solidify the continued long-term growth of our brands.

We continue to address the controllable challenges in our supply chain.

| --- | --- | --- | --- | --- | --- | --- |

The increase in working capital was primarily the result of the increase in cash and cash equivalents,

| | ● | the long-term impact of Brexit on our business in Europe and the United Kingdom; |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Net sales of The Beast Unleashed® FMBs, which launched during the 2023 first quarter in the United States on a rolling state basis, were $86.7 million for the year ended December 31, 2023.

Gross profit as a percentage of net sales increased to 53.1% for the year ended December 31, 2023 from 50.3% for the year ended December 31, 2022.

The increase in operating expenses was primarily due to increased general and administrative expenses of $80.9 million, including travel and entertainment, professional service fees (including legal and accounting) and depreciation and amortization, increased selling and marketing expenses of $92.2 million, including sponsorships and endorsements, point of sale, premiums and allocated trade development, and increased payroll expenses of $82.4 million.

The Alcohol Impairment Charges, due in part to the continuing challenges in the craft beer and hard seltzer categories, relate to certain non-amortizing intangibles as well as property and equipment, acquired as part of the CANarchy transaction (as defined below in Note 2, “Acquisitions”).

$31.5 million for the year ended December 31, 2022 (effectively from February 17, 2022 to December 31, 2022).

changes in the sales mix of our products and changes in and/or increased advertising and promotional expenses.

_Cash and cash equivalents, short-term and long-term investments –_ As of December 31, 2023, we had $2.30 billion in cash and cash equivalents, $955.6 million in short-term investments and $76.4 million in long-term investments.

We maintain our investments for cash management purposes and not for purposes of speculation.

Our risk management policies emphasize credit quality (primarily based on short-term ratings by nationally recognized statistical rating organizations) in selecting and maintaining our investments.

We regularly assess market risk of our investments and believe our current policies and investment practices adequately limit those risks.

However, certain of these investments are subject to general credit, liquidity, market and interest rate risks.

These market risks associated with our investment portfolio may have an adverse effect on our future results of operations, liquidity and financial condition.

No short-term or long-term investments were held by our foreign subsidiaries at December 31, 2023.

equipment, purchases of real property and purchases of treasury stock, through at least the next 12 months.

For the year ended December

For the year ended December 31, 2022, cash used in investing activities included $329.5 million (net of cash acquired), related to the acquisition of Monster Brewing Company.

| Contractual Obligations1 | ​ | $ | 417,631 | ​ | $ | 328,200 | ​ | $ | 85,282 | ​ | $ | 4,031 | ​ | $ | 118 |

| Finance Leases | ​ | | 6,620 | ​ | | 6,601 | ​ | | 19 | ​ | | — | ​ | | — |

| Operating Leases | ​ | | 69,311 | ​ | | 13,490 | ​ | | 21,077 | ​ | | 16,922 | ​ | | 17,822 |

| Purchase Commitments2 | ​ | | 414,691 | ​ | | 394,867 | ​ | | 19,315 | ​ | | 509 | ​ | | — |

| ​ | ​ | $ | 908,253 | ​ | $ | 743,158 | ​ | $ | 125,693 | ​ | $ | 21,462 | ​ | $ | 17,940 |

information, are forward-looking statements within the meaning of the Exchange Act.

| --- | --- |

| ● | Our ability to successfully transition the acquired Bang Energy® beverages to the Company’s primary bottlers/distributors; |

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are fluctuations in commodity and other input prices affecting the costs of our raw materials (including, but not limited to, increases in the costs of aluminum cans, as well as sugar, sucralose and other sweeteners, glucose, sucrose, juice concentrates, milk, cream, coffee, tea, hops, malt and yeast, all of which are used in some or many of our products), fluctuations in energy and fuel prices, [added: tariffs,] as well as limitations in the availability of aluminum cans and certain other raw materials and packaging materials.

Our net sales to customers outside of the United States were approximately [removed: 38%] [added: 40%] and [removed: 37%] [added: 38%] of consolidated net sales for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

[added: During the year ended] December 31, [removed: 2023,] [added: 2024,] we entered into forward currency exchange contracts with financial institutions to create an economic hedge to specifically manage a portion of the foreign exchange risk exposure associated with certain consolidated subsidiaries’ non-functional currency denominated assets and liabilities.

All foreign currency exchange contracts entered into by us as of December 31, [removed: 2023] [added: 2024] have terms of three months or less.

We do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates as of December 31, [removed: 2023] [added: 2024] to be significant.

During the year ended

As of December 31, 2023, we had $2.30 billion in cash and cash equivalents, $955.6 million in short-term investments and $76.4 million in long-term investments.

Certain of these investments are subject to general credit, liquidity, market and interest rate risks.

| ● Monster Energy® ● Monster Energy Ultra® ● [removed: Monster Rehab®] [added: Rehab Monster®] ● Monster Energy®Nitro ● Java Monster® ● Punch Monster® ● Juice Monster® ● Reign Total Body Fuel® ● Reign Inferno® Thermogenic Fuel ● Reign Storm® ● Bang Energy® ● NOS® ● Full Throttle® | | ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● [removed: Gladiator® ●] Samurai® ● Live+® ● Predator® ● Fury® |

We also develop, market, sell and distribute craft beers, [removed: hard seltzers and] flavored malt beverages (“FMBs”) [added: and hard seltzers] under a number of brands, including Jai Alai® IPA, Florida [removed: ManTM] [added: Man®] IPA, Dale’s Pale Ale®, Wild Basin® Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing [removed: CompanyTM] [added: Company®] Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The [removed: Beast Unleashed®,] [added: BeastTM,] Nasty [removed: BeastTM] [added: Beast®] Hard Tea and a host of other brands.

According to Beverage Marketing Corporation, domestic U.S. wholesale sales in [removed: 2023] [added: 2024] for the “alternative” beverage category of the market are estimated at approximately [removed: $73.4] [added: $74.2] billion, representing an increase of approximately [removed: 5.9%] [added: 1.1%] over estimated domestic U.S. wholesale sales in [removed: 2022] [added: 2023] of approximately [removed: $69.3] [added: $73.4] billion.

We have four operating and reportable segments: (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of our Monster Energy® drinks, Reign Total Body Fuel® high performance energy drinks, Reign Storm® total wellness energy [removed: drinks, Bang Energy®] drinks and [removed: Monster Tour Water®,] [added: Bang Energy® drinks,] (ii) Strategic Brands segment (“Strategic Brands”), which is primarily comprised of the various energy drink brands acquired from The Coca-Cola Company (“TCCC”) in 2015 as well as our affordable energy brands, Predator® and Fury®, (iii) Alcohol Brands segment (“Alcohol Brands”), which is comprised of various craft beers, [added: FMBs and] hard seltzers and [removed: FMBs and] (iv) Other segment (“Other”), which is comprised of certain products sold by American Fruits and Flavors LLC (“AFF”), a wholly-owned subsidiary of the Company, to independent third-party customers (the “AFF Third-Party Products”).

Our Monster Energy® Drinks segment primarily generates net operating revenues by selling ready-to-drink packaged [removed: energy] drinks primarily to bottlers and full service beverage distributors (“bottlers/distributors”).

In some cases, we sell [added: ready-to-drink packaged drinks] directly to retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience [added: and gas] chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military.

The ready-to-drink packaged energy drinks are then sold [added: by such bottlers] to other [removed: bottlers, full service distributors or retailers, including,] [added: bottlers/distributors and to] retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience [added: and gas] chains, foodservice customers, drug stores, value stores, e-commerce retailers and the military.

The Company’s Alcohol Brands segment primarily generates operating revenues by selling kegged and ready-to-drink canned beers, [removed: hard seltzers] [added: FMBs] and [removed: FMBs,] [added: hard seltzers,] primarily to beer distributors in the United States.

[removed: _Bang Energy Acquisition_][added: | | ● | Bang Energy® Sour Ropes |]

[removed: 2023] [added: 2024] Product Introductions

During [removed: 2023,] [added: 2024,] we continued to expand our existing energy drink portfolio by adding additional products to our portfolio in a number of countries and further developed our distribution markets.

During [removed: 2023,] [added: 2024,] we sold the following new products to our customers:

| | ● | Java Monster® [removed: Café Latte] [added: Irish Crème] |

| | ● | Monster Energy® Ultra [removed: Strawberry DreamsTM] [added: Blue Hawaiian] |

| | ● | Monster® Reserve [removed: Kiwi Strawberry] [added: Peaches N’ Crème] |

| | ● | Reign Storm® [removed: Citrus Zest] [added: Mango] |

| | ● | Reign Storm® [removed: Guava] Strawberry [added: Apricot] |

| | ● | Reign Storm® [removed: Harvest Grape] [added: Tropical] |

Those products or product lines discontinued in [removed: 2023,] [added: 2024,] either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

We offer the following energy drinks under the Monster Energy® drink product line: Monster Energy®, Monster Energy® Zero Sugar, Lo-Carb Monster Energy®, Monster Assault®, Juice Monster® Aussie Style LemonadeTM, Juiced Monster® Bad Apple®, Juice Monster® Khaotic®, Juice Monster® Mango Loco®, Juice Monster® Pacific Punch®, Juice Monster® [removed: PapillonTM] [added: Papillon®] (Juiced Monster® Monarch in certain countries), Juice Monster® Pipeline Punch®, Juice Monster® Ripper®, Juice Monster® Rio PunchTM, [added: Juice Monster® Viking BerryTM,] Monster Energy® Import, Monster Energy® Export, M3(stylized)®, Monster [removed: Mule®, Monster] Energy Zero Ultra®, Monster Energy Ultra Black®, Monster Energy Ultra Blue®, Monster Energy® Ultra [added: Blue Hawaiian, Monster Energy® Ultra] Fantasy Ruby RedTM, Monster Energy Ultra Fiesta® Mango, Monster Energy® Ultra Golden Pineapple®, Monster Energy Ultra Paradise®, Monster Energy® Ultra Peachy Keen®, Monster Energy Ultra Red®, Monster Energy Ultra Rosa®, Monster Energy® Ultra Strawberry [removed: DreamsTM,] [added: Dreams®,] Monster [removed: Energy] [added: Energy®] Ultra Sunrise®, Monster [added: Energy® Ultra Vice Guava®, Monster] Energy Ultra Violet®, Monster Energy Ultra® Watermelon, Monster Energy® Mixxd Punch, Monster Energy® Valentino Rossi, Monster Energy® [removed: Lewis Hamilton 44, Monster Energy® Lewis Hamilton 44] Zero [removed: Sugar, Monster Energy® Super Cola® (Japan),] [added: Sugar Full Throttle,] Monster® (stylized) Reserve Kiwi Strawberry, Monster® (stylized) Reserve Orange [removed: Dreamsicle,] [added: Dreamsicle®,] Monster® (stylized) Reserve Peaches N’ Crème, Monster® (stylized) Reserve Watermelon and Monster® (stylized) Reserve White Pineapple.

We offer the following coffee + energy drinks under the Java Monster® product line: Java Monster® 300 French Vanilla, Java Monster® [removed: 300 Mocha, Java Monster®] Café Latte, Java Monster® [removed: Cold Brew Latte, Java Monster® Cold Brew Sweet Black, Java Monster®] Irish [removed: Blend®, Java Monster® Irish] Crème, Java Monster® Loca Moca®, Java Monster® Mean [removed: Bean® and] [added: Bean®,] Java Monster® Salted [removed: Caramel.][added: Caramel, Monster® Killer BrewTM Loca Moca® and Monster® Killer BrewTM Mean Bean®.]

We offer the following energy [removed: drinks] [added: drink] under the Monster Energy® Nitro product line: [removed: Cosmic Peach and] Super Dry.

[removed: _Rehab®] [added: _Rehab] Monster® Energy Drinks_ – a line of non-carbonated energy drinks with electrolytes.

We offer the following energy drinks under the [removed: Rehab®] [added: Rehab] Monster® product line: Green Tea, Peach Tea, Strawberry Lemonade, Tea + Lemonade, Watermelon and Wild Berry Tea.

We offer the following high performance energy drinks under the Reign Total Body Fuel® product line: Cherry Limeade, Lemon Hdz, Lilikoi Lychee, [removed: Mang-O-Matic,] Melon [removed: Mania,] [added: Mania®,] Orange [removed: Dreamsicle, Peach Fizz,] [added: Dreamsicle®,] Razzle Berry, Reignbow [removed: Sherbet,] [added: Sherbet®,] Sour Gummy Worm, [removed: Strawberry Sublime,] Tropical [removed: Storm and] [added: Storm®,] White Gummy [removed: Bear.][added: Bear and White Haze.]

We offer the following high performance energy drinks under the Reign Inferno® Thermogenic Fuel product line: Red Dragon and Watermelon [removed: Warlord.][added: Warlord®.]

We offer the following under the Reign Storm® Total Wellness Energy product line: Citrus Zest, Guava Strawberry, Harvest Grape, Kiwi Blend, [added: Mango,] Peach Nectarine, [added: Strawberry Apricot, Tropical] and Valencia Orange.

We offer the following energy drinks under the Bang Energy® product line: Black Cherry Vanilla, Blue Razz®, Candy Apple Crisp®, Cotton Candy, Delish Strawberry [removed: KissTM,] [added: Kiss®,] Peach Mango, Purple HazeTM, Radical Skadattle®, Rainbow Unicorn®, Sour Heads®, [added: Sour Ropes,] Star Blast® and Wyldin’ [removed: WatermelonTM.][added: Watermelon®.]

We offer the following energy drinks under the Burn® product line: Apple Kiwi, [removed: Blue,] [added: Blue Refresh,] Dark [removed: Energy,] [added: Energy®,] Fruit Punch, [added: Gold Rush,] Guava, Mango, [added: Orange,] Original, Passion Punch, Peach, Peach Mango, Pineapple, [removed: Royal,] Sour Twist, Watermelon Zero Sugar, [removed: Yellow] [added: White Citrus Zero] and Zero Raspberry.

We offer the following energy drink under the [removed: Fury_®_] [added: Fury®] product line: Gold [removed: Strike.][added: Strike® and Mango Mayhem®.]

We offer the following energy drinks under the Live+® product line: [removed: Ascend, Ignite, Persist] [added: Original, Tart Apple, Watermelon] and [removed: Watermelon.][added: Zero Sugar.]

[removed: _Mother®_ –] [added: _Mother® –_] a line of carbonated energy drinks.

We offer the following energy drinks under the [removed: Mother_®_] [added: Mother®] product line: Epic [removed: Swell,] [added: Swell®,] Frosty [removed: Berry,] [added: Berry®,] Kicked [removed: Apple,] [added: Apple®,] Kiwi Sublime, Lava [removed: Guava,] [added: Guava®, Orange Dreamsicle®,] Original, Passion, Rainbow Sherbet, Sugar Free, Tropical Blast and Zero Sugar Razzle Berry.

[removed: _Nalu® –_] [added: _Nalu®_ –] a line of carbonated energy drinks.

We offer the following energy drinks under the Nalu_®_ product line: Black Tea & Passion Fruit, [removed: Cassis Lavender,] Exotic, Frost, [removed: Green Tea & Ginger, Hibiscus Rooibos,] Melon Splash, Original, [removed: Passion and] [added: Passion,] Strawberry [removed: Rhubarb.][added: Rhubarb and Yuzu Rosemary.]

[removed: _NOS® –_] [added: _NOS®_ –] a line of carbonated energy drinks.

We offer the following energy drinks under the [removed: NOS_®_] [added: NOS®] product line: GT Grape, Original, Sonic Sour and Zero Sugar.

[removed: _Predator®_ –] [added: _Predator® –_] a line of affordable carbonated [added: and non-carbonated] energy drinks.

We offer the following energy drinks under the [removed: Predator_®_] [added: Predator®] product line: Gold [removed: Strike, Malt Smash,] [added: Strike®,] Mango [removed: Mayhem,] [added: Mayhem®,] Mean [removed: Green, Peach, Punch,] [added: Green®,] Purple [removed: Rain,] [added: Rain®,] Red Apple, Spicy Ginger and Tropical.

We offer the following energy drinks under the [removed: Relentless_®_] [added: Relentless®] product line: Cherry, [removed: Origin, Passion] [added: Fruit] Punch, [removed: Peach Zero Sugar, Raspberry Zero Sugar] [added: Origin] and [removed: Watermelon] [added: Raspberry] Zero Sugar.

The Company’s subsidiaries primarily develop and market energy drinks.

In 2023, we completed our acquisition of the Bang Energy® drink business.

_Tender Offer_

On May 1, 2024, the Board of Directors authorized the Company to execute a modified “Dutch auction” tender offer to repurchase up to $3.0 billion of its outstanding shares of common stock.

On May 8, 2024, the Company commenced the tender offer, with such offer expiring on June 5, 2024.

On June 10, 2024, the Company accepted for purchase a total of approximately 56.6 million shares of common stock at a purchase price of $53.00 per share, for an aggregate purchase price of approximately $3.0 billion.

The repurchase was funded with approximately $2.25 billion of cash on hand and approximately $750 million in borrowings.

The cost of these shares and the fees relating to the tender offer are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2024.

| | ● | Burn® Guava |

| | ● | Juice Monster® Rio PunchTM |

| | ● | Juice Monster® Viking BerryTM |

| | ● | Juiced Monster® Bad Apple® |

| | ● | Monster Energy® Ultra Fantasy Ruby RedTM |

| | ● | Monster Energy® Ultra Vice Guava® |

| | ● | Monster® Killer BrewTM Loca Moca® |

| | ● | Monster® Killer BrewTM Mean Bean® |

| | ● | Mother® Orange Dreamsicle |

| | ● | Nalu® Yuzu Rosemary |

| | ● | Nasty Beast® Hard Tea Green Tea |

| | ● | Nasty Beast® Hard Tea Original |

| | ● | Nasty Beast® Hard Tea Peach |

| | ● | Nasty Beast® Hard Tea Tea + Lemonade |

| | ● | Reign Total Body Fuel® Sour Gummy Worm |

| | ● | Relentless® Fruit Punch |

| | ● | The BeastTM Gnarly GrapeTM |

| | ● | The Beast TM Killer SunriseTM |

| | ● | The BeastTM Pink PoisonTM |

| | ● | Ultra Energy® Fruit Punch |

For example, last year, KDP, which distributes C4, entered into a long-term sales and distribution agreement with Black Rifle Coffee Company as well as a definitive agreement to acquire GHOST Lifestyle LLC and GHOST Beverages LLC.

In addition, Celsius Holdings, Inc. (“CELSIUS”) recently announced that it entered into a definitive agreement to acquire Alani Nutrition LLC (“Alani Nu”).

More generally, individuals in the recently inaugurated U.S. presidential administration have articulated significant concerns about ultra-processed foods, including sugar-sweetened beverages, and particular ingredients, as well as the “generally recognized as safe” (GRAS) process for getting food ingredients to the market.

Additionally, there are growing calls for the removal of such products from the Supplemental Nutrition Assistance Program (SNAP), formerly food stamps.

The U.S. Food and Drug Administration has also recently initiated a process for post-market review of food ingredients.

The FDA also recently published a proposed rule that, if finalized, would require certain front-of-pack nutrition labeling, including with respect to the level of added sugars in a product.

For example, the City of Lancaster, CA, passed an ordinance on January 14, 2025, making it an infraction to sell or otherwise distribute an energy drink to a person under 18 years of age.

Slovakia recently established a tax on sweetened soft drinks, specifically targeting beverages containing caffeine from any source in excess of 150mg/l.

Separately, geopolitical tensions and related trade disputes may affect our ability to operate or sell our products in certain jurisdictions.

For example, the recently inaugurated U.S. presidential administration has proposed or implemented a range of new tariffs and trade restrictions affecting U.S. imports from China, Canada, Mexico, the EU, and elsewhere, the nature and scope of which are difficult to predict.

In response to such measures, U.S. trading partners have suggested they may impose, or have imposed, retaliatory tariffs on U.S. exports, and/or other trade or commercial restrictions on U.S. companies.

The threat, implementation, or modification of new U.S. trade restrictions, as well as any retaliatory measures adopted by affected U.S. trading partners, could prove disruptive to the international market in which we operate and may lead to increased costs of raw materials and finished products.

The Company’s subsidiaries primarily develop and market energy drinks.The Company’s subsidiary, CANarchy Craft Brewery Collective LLC (“CANarchy”), was renamed Monster Brewing Company effective January 2024.

| --- | --- | --- |

On July 31, 2023, we completed our acquisition of substantially all of the assets of Vital Pharmaceuticals, Inc. and certain of its affiliates (collectively, “Bang Energy”) (the “Bang Transaction”).

The acquired assets primarily include the Bang Energy® drink business and a beverage production facility in Phoenix, AZ.

_Stock Split_

On February 28, 2023, we announced a two-for-one stock split of our common stock to be effected in the form of a 100% stock dividend.

The common stock dividend was issued on March 27, 2023 (the “Stock Split”) and our common stock began trading at the split adjusted price on March 28, 2023.

Accordingly, all per share amounts, average common stock outstanding, common stock outstanding, common stock repurchased and equity-based compensation presented in the consolidated financial statements and notes in this Form 10-K have been adjusted retroactively, where applicable, to reflect the Stock Split.

Stockholders’ equity has been retroactively adjusted, where applicable, to give effect to the Stock Split for all periods presented by reclassifying the par value of the additional shares issued in connection with the Stock Split to common stock from retained earnings and additional paid-in capital.

| | ● | Bang Energy® Black Cherry Vanilla |

| | ● | Bang Energy® Blue Razz® |

| | ● | Bang Energy® Candy Apple Crisp® |

| | ● | Bang Energy® Cotton Candy |

| | ● | Bang Energy® Delish Strawberry KissTM |

| | ● | Bang Energy® Peach Mango |

| | ● | Bang Energy® Purple HazeTM |

| | ● | Bang Energy® Radical Skadattle® |

| | ● | Bang Energy® Rainbow Unicorn® |

| | ● | Bang Energy® Sour Heads® |

| | ● | Bang Energy® Star Blast® |

| | ● | Bang Energy® Wyldin’ WatermelonTM |

| | ● | Burn® Watermelon Zero Sugar |

| | ● | Monster Energy® Nitro Cosmic PeachTM |

| | ● | Monster Energy® Zero Sugar |

| | ● | Monster Tour Water® Deep Well Water |

| | ● | Monster Tour Water® Sparkling Deep Well Water |

| | ● | Mother® Rainbow Sherbet |

| | ● | Nalu® Cassis Lavender |

| | ● | Nalu® Strawberry Rhubarb |

| | ● | NOS® Zero Sugar |

| | ● | Predator® Punch |

| | ● | Rehab® Monster® Wild Berry Tea |

| | ● | Reign Storm® Kiwi Blend |

| | ● | Reign Storm® Peach Nectarine |

| | ● | Reign Storm® Valencia Orange |

| | ● | Relentless® Watermelon Zero Sugar |

| | ● | The Beast Unleashed® Mean GreenTM |

| | ● | The Beast Unleashed® Peach PerfectTM |

| | ● | The Beast Unleashed® Scary BerriesTM |

| | ● | The Beast Unleashed® White HazeTM |

From time to time in the normal course of business, the Company is named in litigation, including labor and employment matters, personal injury matters, consumer class actions, intellectual property [removed: matters] [added: matters, data privacy matters,] and [removed: claims] [added: claims, including] from prior distributors.

As of December 31, [removed: 2022, no] [added: 2024, $16.8 million of] loss contingencies were included in the Company’s [added: accompanying] consolidated balance sheet.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Registrant’s telephone number, including area code: (951) 739 [removed: \-] [added: -] 6200

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $55,372,401,420] [added: $45,414,209,071] computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of the registrant’s common stock, $0.005 par value per share (being the only class of common stock of the registrant), outstanding on February [removed: 15, 2024] [added: 14, 2025] was [removed: 1,040,636,235] [added: 973,158,896] shares.

Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Commission pursuant to Regulation 14A in connection with the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, [removed: 2023.][added: 2024.]

| [1A.](#ITEM1ARISKFACTORS_382207) | ​ | [Risk Factors](#ITEM1ARISKFACTORS_382207) | [removed: 21] [added: 19] |

| [1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | ​ | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | [removed: 41] [added: 37] |

| [1C.](#ITEM1CCYBERSECURITY_492000) | ​ | [Cybersecurity](#ITEM1CCYBERSECURITY_492000) | [removed: 41] [added: 37] |

| [2.](#ITEM2PROPERTIES_652488) | ​ | [Properties](#ITEM2PROPERTIES_652488) | [removed: 42] [added: 38] |

| [3.](#ITEM3LEGALPROCEEDINGS_355230) | ​ | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_355230) | [removed: 42] [added: 38] |

| [4.](#ITEM4MINESAFETYDISCLOSURES_9150) | ​ | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_9150) | [removed: 42] [added: 38] |

| [5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | ​ | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [removed: 43] [added: 39] |

| [6.](#ITEM6SELECTEDFINANCIALDATA_497581) | ​ | [\[Reserved\]](#ITEM6SELECTEDFINANCIALDATA_497581) | [removed: 44] [added: 41] |

| [7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 45] [added: 41] |

| [7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | ​ | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 67] [added: 61] |

| [8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | ​ | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 68] [added: 62] |

| [9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 68] [added: 62] |

| [9A.](#ITEM9ACONTROLSANDPROCEDURES_106507) | ​ | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_106507) | [removed: 68] [added: 62] |

| [9B.](#ITEM9BOTHERINFORMATION_368767) | ​ | [Other Information](#ITEM9BOTHERINFORMATION_368767) | [removed: 70] [added: 64] |

| [9C](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC). | ​ | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | [removed: 70] [added: 64] |

| [10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | ​ | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 71] [added: 65] |

| [11.](#ITEM11EXECUTIVECOMPENSATION_330828) | ​ | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_330828) | [removed: 71] [added: 65] |

| [12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 71] [added: 66] |

| [13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 72] [added: 66] |

| [14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | ​ | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 72] [added: 66] |

| [15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | ​ | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [removed: 73] [added: 67] |

| [16.](#ITEM16FORM10KSUMMARY_855159) | ​ | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_855159) | [removed: 73] [added: 67] |

| ​ | ​ | [Signatures](#SIGNATURES_717339) | [removed: 76] [added: 70] |

Our Board recognizes the importance of maintaining the trust and confidence of our customers, consumers, employees and other stakeholders and oversees [removed: all] cybersecurity matters.

Management plays a central role in our information security program, which is a critical component of our enterprise risk management and includes the implementation of controls [added: generally] aligned with industry best practices and applicable frameworks to identify threats, deter attacks and protect our Company assets.

These partnerships enable us to leverage specialized knowledge and insights [removed: and] [added: to help] ensure that our cybersecurity strategies and processes remain in line with industry best practices.

Our collaboration with these third parties includes regular audits, threat assessments, and [removed: consultation] [added: consultations] on security enhancements.

For example, we require certain third-party service providers and other business partners to provide us with SOC II reports that demonstrate [removed: compliance] [added: alignment] with security standards.

We also actively engage with industry [removed: participants, as well as intelligence and law enforcement communities as appropriate,] [added: participants] as part of our continuing efforts to evolve our cybersecurity governance.

The Chief Information Officer briefs our Co-Chief Executive Officers and reports to the Audit [removed: Committee of our Board (the “Audit Committee”).][added: Committee.]

The Audit Committee, in turn and if [removed: necessary,] [added: appropriate,] briefs the Board on, among other matters, our cyber risks and threats, the status of projects to strengthen our information security systems (such as employee cybersecurity training), an assessment of the information security program, and the emerging threat landscape.

The Cybersecurity and Compliance Steering Committee, comprised of senior members of management, [removed: has convened and is scheduled to convene] [added: convenes] on a quarterly basis to review all matters related to strengthening our cybersecurity posture and providing governance.

For a discussion regarding risks from cybersecurity threats that are reasonably likely to affect the Company, see “Part I, Item 1A – Risk Factors – Our use of information technology [removed: and third party service providers] exposes us to cybersecurity [removed: breaches] [added: attacks] and other interruptions that could disrupt our business operations and adversely impact our reputation and results of [removed: operations”] [added: operations,” “Cybersecurity attacks, business interruptions,] and [added: compliance issues experienced by third parties could materially and adversely affect our financial condition, results of operation and cash flows” and] “If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which may negatively impact our business and operating results.”

We also include cybersecurity training as part of our mandatory, periodic employee training program.

Moreover, the Audit Committee of our Board (the “Audit Committee”) reviews our cybersecurity matters with our Chief Information Officer at each of its quarterly meetings.

As of February [removed: 15, 2024,] [added: 14, 2025,] our principal properties include the following:

In [removed: January] 2024, we acquired additional land adjoining the property [removed: to support continued development of] [added: and completed] the [added: construction of a new] manufacturing [removed: site.][added: plant thereon.]

During 2024, we purchased a second three-story office building located adjacent to the first.

During 2019, we purchased land in San Fernando, California in order to build a new production facility to consolidate AFF’s Southern California operations.

In December 2024, we substantially completed construction of this production facility, which produces certain ingredients, including flavors, for our U.S. market and certain of our international markets.

During 2019, we purchased approximately 7.66 acres of land in San Fernando, California.

We are in the process of constructing a new production facility thereon to consolidate AFF’s operations into a single location.

As of February [removed: 15, 2024,] [added: 14, 2025,] there were [removed: 1,040,636,235] [added: 973,158,896] shares of the Company’s common stock outstanding held by approximately [removed: 189] [added: 181] holders of record.

On [removed: June 14,] [added: November 2,] 2022, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to $500.0 million of the Company’s outstanding common stock (the [removed: “June] [added: “November] 2022 Repurchase Plan”).

During the year ended December 31, [removed: 2023,] [added: 2024,] the Company purchased approximately [removed: 3.3] [added: 4.6] million shares of common stock at an average purchase price of [removed: $55.52] [added: $51.67] per share, for a total amount of approximately [removed: $182.8 million (excluding broker commissions),] [added: $239.6 million,] which exhausted the availability under the [removed: June] [added: November] 2022 Repurchase Plan.

On [removed: November 2, 2022,] [added: August 19, 2024,] the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the [removed: “November 2022] [added: “August 2024] Repurchase Plan”).

During the year ended December 31, [removed: 2023,] [added: 2024,] the Company purchased approximately [removed: 4.8] [added: 10.6] million shares of common stock at an average purchase price of [removed: $54.31] [added: $47.16] per share, for a total amount of approximately [removed: $260.3 million (excluding broker commissions),] [added: $500.0 million, which exhausted the availability] under the November [removed: 2022] [added: 2023] Repurchase Plan.

As of February 27, [removed: 2024, $142.4] [added: 2025, $500.0] million remained available for repurchase under the [removed: November 2022] [added: August 2024] Repurchase Plan.

During the year ended December 31, [removed: 2023,] [added: 2024,] no shares were repurchased under the [removed: November 2023] [added: August 2024] Repurchase Plan.

The aggregate amount of the Company’s outstanding common stock that remains available for repurchase under all previously authorized repurchase plans is [removed: $642.4] [added: $500.0] million as of February 27, [removed: 2024.][added: 2025.]

During the year ended December 31, [removed: 2023, 3.8] [added: 2024, 0.4] million shares of common stock were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of [removed: $214.2] [added: $23.1] million.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, [removed: 2023.][added: 2024.]

The following tabular summary reflects the Company’s repurchase activity during the quarter ended December 31, [removed: 2023.][added: 2024.]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: ​ |] Maximum Number (or | [added: |]

| Period | | Purchased | | per [removed: Share¹] [added: Share] | | | or [removed: Programs] [added: Programs1] | | [removed: thousands)²] [added: thousands)] | |

[removed: ][added: ]

Cumulative total return assumes an initial investment of $100 on December 31, [removed: 2018.][added: 2019.]

_Share Repurchase Programs_

| Oct 1 – Oct 31, 2024 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 500,000 |

| Nov 1 – Nov 30, 2024 | | — | ​ | $ | — | ​ | — | ​ | $ | 500,000 |

| Dec 1 – Dec 31, 2024 | | — | ​ | $ | — | | — | ​ | $ | 500,000 |

1 _On August 19, 2024, the Company publicly announced that its Board of Directors authorized the August 2024 Repurchase Plan.

Board authorization of the repurchase plan remains in effect until shares in the amount authorized thereunder have been repurchased.

See Item 5, “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” above for more information._

_Tender Offer_

On May 1, 2024, the Board of Directors authorized the Company to execute a modified “Dutch auction” tender offer to repurchase up to $3.0 billion of its outstanding shares of common stock.

On May 8, 2024, the Company commenced the tender offer, with such offer expiring on June 5, 2024.

On June 10, 2024, the Company accepted for purchase a total of approximately 56.6 million shares of common stock at a purchase price of $53.00 per share, for an aggregate purchase price of approximately $3.0 billion.

The repurchase was funded with approximately $2.25 billion of cash on hand and approximately $750 million in borrowings.

The cost of these shares and the fees relating to the tender offer are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2024.

For information concerning shares of the Company’s Common Stock authorized for issuance under the Company’s equity compensation plans, see “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

As of February 27, 2024, $500.0 million remained available for repurchase under the November 2023 Repurchase Plan.

| Oct 1 – Oct 31, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 282,838 |

| November 7, 2023 Authorization | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 500,000 |

| Nov 1 – Nov 30, 2023 | | — | ​ | $ | — | | — | ​ | $ | 782,838 |

| Dec 1 – Dec 31, 2023 | | 791,317 | ​ | $ | 54.57 | | 791,317 | ​ | $ | 739,643 |

_¹Excluding broker commissions paid._

_²Net of broker commissions paid._

The information required to be furnished in response to this Item 8 follows the signature page and Index to Exhibits hereto at pages [removed: 77] [added: 72] through [removed: 124.][added: 118.]

Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the framework in _Internal Control – Integrated Framework_ _(2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our management’s evaluation under the framework in _Internal Control [removed: -] [added: –] Integrated Framework (2013)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation.

_Changes in Internal Control Over Financial Reporting_ – There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited Monster Beverage Corporation and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), (the COSO criteria).

In our opinion, Monster Beverage Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance [removed: sheet] [added: sheets] of Monster Beverage Corporation and Subsidiaries as of December 31, [added: 2024 and] 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for [added: each of] the [removed: year] [added: two years in the period] ended December 31, [removed: 2023,] [added: 2024,] and the related notes [added: and financial statement schedule listed in the Index in Item 15(a)] (collectively referred to as the “financial statements”) of the Company and our report dated February [removed: 29, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.

| Irvine, [removed: CA] [added: California] | ​ |

| February 28, 2025 | ​ |

| February 29, 2024 | ​ |

During the three-months ended December 31, 2024, none of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

None.

The information required by this item regarding our directors is included under the caption “Proposal One – Election of Directors” in our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”) and is incorporated herein by reference.

Information concerning compliance with Section 16(a) of the Exchange Act is included under the caption “Delinquent Section 16(a) Reports” in our [removed: 2023] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information concerning the Audit Committee and the Audit Committee Financial Expert is reported under the caption “Audit Committee; Report of the Audit Committee; Duties and Responsibilities” in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information concerning the compensation of our directors and executive officers and Compensation Committee Interlocks and Insider Participation is reported under the captions “Compensation Discussion and Analysis,” and “Compensation Committee,” respectively, in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information concerning the beneficial ownership of the Company’s Common Stock of (a) those persons known to the Company to be the beneficial owners of more than 5% of the Company’s common stock; (b) each of the Company’s directors and nominees for director; and (c) the Company’s executive officers and all of the Company’s current directors and executive officers as a group is reported under the caption “Principal Stockholders and Security Ownership of Management” in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information concerning shares of the Company’s Common Stock authorized for issuance under the Company’s equity compensation plans is reported under the caption “Employee Equity Compensation Plan Information” in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information concerning certain relationships and related transactions is reported under the caption “Certain Relationships and Related Transactions and Director Independence” in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information concerning our accountant fees and our Audit Committee’s pre-approval of audit and permissible non-audit services of independent auditors is reported under the captions “Principal Accounting Firm Fees” and “Pre-Approval of Audit and Non-Audit Services,” respectively, in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

| ​ | | [Reports of Independent Registered Public Accounting Firms](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID No. 42 and PCAOB ID No. 34) | | [removed: 78] [added: 73] |

| ​ | ​ | [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#BALANCESHEETS_625207)] [added: 2023](#BALANCESHEETS_625207)] | ​ | [removed: 81] [added: 76] |

| ​ | ​ | [Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#CONSOLIDATEDSTATEMENTSOFINCOME_622029)] [added: 2022](#CONSOLIDATEDSTATEMENTSOFINCOME_622029)] | ​ | [removed: 82] [added: 77] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#COMPREHENSIVEINCOME_444106)] [added: 2022](#COMPREHENSIVEINCOME_444106)] | ​ | [removed: 83] [added: 78] |

| ​ | ​ | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#EQUITY_813398)] [added: 2022](#EQUITY_813398)] | ​ | [removed: 84] [added: 79] |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#CASHFLOWS_256883)] [added: 2022](#CASHFLOWS_256883)] | ​ | [removed: 85] [added: 80] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#a1ORGANIZATIONANDSUMMARYOFSIGNIFICANTACC) | ​ | [removed: 87] [added: 82] |

| ​ | ​ | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#SCH)] [added: 2022](#SCH)] | ​ | [removed: 124] [added: 118] |

| 3.2 | [removed: [Third] [added: [Fourth] Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to our Form 8-K dated [removed: June 27, 2023).](https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/tm2319592d1_ex3-2.htm)] [added: November 7, 2024).](https://www.sec.gov/Archives/edgar/data/865752/000110465924115332/tm2427782d1_ex3-2.htm)] |

| [removed: 10.3] [added: 10.4] | [Form of Indemnification Agreement (to be provided by Monster Beverage Corporation to its directors and officers) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated June 11, 2019).](https://www.sec.gov/Archives/edgar/data/865752/000110465919034816/a19-11405_1ex10d1.htm) |

| [removed: 10.4+] [added: 10.5+] | [Form of Restricted Stock Unit Agreement pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.4 to our Form 10-K dated March 1, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d4.htm) |

| [removed: 10.5+] [added: 10.6+] | [Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated August 9, 2011).](https://www.sec.gov/Archives/edgar/data/865752/000110465911045251/a11-12791_1ex10d1.htm) |

| [removed: 10.6+] [added: 10.7+] | [Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K dated May 24, 2011).](https://www.sec.gov/Archives/edgar/data/865752/000086575211000006/e101.htm) |

| [removed: 10.7+] [added: 10.8+] | [Employment Agreement between Monster Beverage Corporation and Rodney C. Sacks (incorporated by reference to Exhibit 10.1 to our Form 8-K dated March 19, 2014).](https://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e101.htm) |

| [removed: 10.8+] [added: 10.9+] | [Employment Agreement between Monster Beverage Corporation and Hilton H. Schlosberg (incorporated by reference to Exhibit 10.2 to our Form 8-K dated March 19, 2014).](https://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e102.htm) |

| [removed: 10.9+] [added: 10.11+] | [Form of Stock Option Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to our Form 10-K dated March 1, 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d10.htm) |

| [removed: 10.10+] [added: 10.12+] | [Form of Stock Option Agreement of Co-Chief Executive Officers for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to our Form 10-K dated March 1, 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d11.htm) |

| [removed: 10.11+] [added: 10.13+] | [Form of 2020 Annual Incentive Award Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated May 11, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920058939/mnst-20200331xex10d1.htm) |

| [removed: 10.12+] [added: 10.14+] | [Form of Performance Share Unit Award Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to our Form 10-Q dated May 11, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920058939/mnst-20200331xex10d2.htm) |

| [removed: 10.13+] [added: 10.15+] | [Form of Restricted Stock Unit Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to our Form 10-K dated March 1, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d13.htm) |

| [removed: 10.14+] [added: 10.16+] | [Form of Restricted Stock Unit Agreement of Co-Chief Executive Officers for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to our Form 10-K dated March 1, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d14.htm) |

| [removed: 10.15+] [added: 10.17+] | [Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A, filed April 21, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920049271/tm202064-1_def14a.htm) |

| [removed: 10.16+] [added: 10.18+] | [Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022 (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated May 6, 2022).](https://www.sec.gov/Archives/edgar/data/865752/000110465922057028/mnst-20220331xex10d1.htm) |

| [removed: 10.17+] [added: 10.19+] | [Monster Beverage Corporation Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.2 to our Form S-8 dated June 21, 2017).](https://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d2.htm) |

| [removed: 10.18+] [added: 10.20+] | [Amended and Restated Monster Beverage Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.14 to our Form 10-K dated March 1, 2018).](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d14.htm) |

| [removed: 10.19+] [added: 10.21+] | [Form of Stock Option Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d1.htm) |

| [removed: 10.20+] [added: 10.22+] | [Form of Annual Incentive Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d2.htm) |

| [removed: 10.21+] [added: 10.23+] | [Form of Performance Share Unit Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d3.htm) |

| [removed: 10.22+] [added: 10.24+] | [Form of Restricted Stock Unit Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d4.htm) |

| 21* | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex21.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex21.htm)] |

| 23.1* | [Consent of Deloitte & Touche LLP, independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex23d1.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex23d1.htm)] |

| 23.2* | [Consent of Ernst & Young LLP, independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex23d2.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex23d2.htm)] |

| 31.1* | [Certification by Co-Chief Executive Officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex31d1.htm)] |

| 31.2* | [Certification by Co-Chief Executive Officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex31d2.htm)] |

| 31.3* | [Certification by Chief Financial Officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex31d3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex31d3.htm)] |

| 32.1* | [Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex32d1.htm)] |

| 32.2* | [Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex32d2.htm)] |

| 32.3* | [Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex32d3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex32d3.htm)] |

| [removed: 97*] [added: 97] | [Monster Beverage Corporation Clawback Policy, effective as of December 1, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex97.htm)] [added: 2023 (incorporated by reference to Exhibit 97 to our Form 10-K dated February 29, 2024).](https://www.sec.gov/Archives/edgar/data/865752/000110465924029425/mnst-20231231xex97.htm)] |

| 101* | The following materials from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] are furnished herewith, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] and (vi) Notes to Consolidated Financial Statements. |

| 104* | The cover page from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. |

| /s/ RODNEY C. SACKS | | Rodney C. Sacks | | Date: February [removed: 29, 2024] [added: 28, 2025] |

| /s/ HILTON H. SCHLOSBERG | ​ | Hilton H. Schlosberg | ​ | Date: February [removed: 29, 2024] [added: 28, 2025] |

| /s/ RODNEY C. SACKS | ​ | Chairman of the Board of | ​ | February [removed: 29, 2024] [added: 28, 2025] |

| /s/ HILTON H. SCHLOSBERG | ​ | Vice Chairman of the Board of Directors | ​ | February [removed: 29, 2024] [added: 28, 2025] |

| /s/ THOMAS J. KELLY | ​ | Chief Financial Officer (principal financial | ​ | February [removed: 29, 2024] [added: 28, 2025] |

| /s/ ANA DEMEL | ​ | Director | ​ | February [removed: 29, 2024] [added: 28, 2025] |

| /s/ JAMES L. DINKINS | ​ | Director | ​ | February [removed: 29, 2024] [added: 28, 2025] |

None.

| 10.3 | [Credit Agreement dated as of May 22, 2024 among Monster Beverage Corporation, Monster Energy Company, Monster Energy US LLC, JP Morgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to our Form 8-K dated May 23, 2024).](https://www.sec.gov/Archives/edgar/data/865752/000110465924064691/tm2415312d1_ex10-1.htm) |

| 10.10+ | [Employment Agreement between Monster Energy Company and Emelie Tirre (incorporated by reference to Exhibit 10.1 to our Form 8-K dated June 14, 2024).](https://www.sec.gov/Archives/edgar/data/865752/000110465924071717/tm2417277d1_ex10-1.htm) |

| 19.1* | [Monster Beverage Corporation Insider Trading Policy, effective as of June 22, 2023.](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex19d1.htm) |

| /s/ WILLIAM W. DOUGLAS III | ​ | Director | ​ | February 28, 2025 |

| William W. Douglas III | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

Change in Accounting Principle and Stock Split Adjustments

We have audited the adjustments to the 2022 consolidated financial statement footnotes to retrospectively apply the effects from the adoption of Accounting Standards Update 2023-07, _Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures_, as described in Note 1.

| February 28, 2025 | ​ |

| ​ | | 2024 | | | 2023 | |

| Cash and cash equivalents | ​ | $ | 1,533,287 | ​ | $ | 2,297,675 |

| STOCKHOLDERS’ EQUITY: | ​ | ​ | ​ | ​ | ​ | ​ |

| Change in net unrealized gain (loss) on available-for-sale investments | ​ | ​ | 758 | ​ | ​ | 5,085 | ​ | ​ | (4,887) |

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (In Thousands)

| Stock options/awards | ​ | 3,737 | ​ | ​ | 19 | ​ | ​ | 78,954 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 78,973 |

| Repurchase of common stock | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | (72,229) | ​ | ​ | (3,805,750) | ​ | ​ | (3,805,750) |

| Net gain (loss) on commodity derivatives | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3,967) | ​ | — | ​ | ​ | — | ​ | ​ | (3,967) |

| Net income | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,509,048 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,509,048 |

| Balance, December 31, 2024 | | 1,126,329 | ​ | $ | 5,632 | ​ | $ | 5,144,922 | ​ | $ | 7,448,784 | ​ | $ | (269,487) | ​ | (153,250) | ​ | $ | (6,372,133) | ​ | $ | 5,957,718 |

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (In Thousands)

| Net income | ​ | $ | 1,509,048 | ​ | $ | 1,630,988 | ​ | $ | 1,191,624 |

| Borrowings on credit facilities | ​ | ​ | 750,000 | ​ | ​ | — | ​ | ​ | — |

| Payments on credit facilities | ​ | ​ | (375,000) | ​ | ​ | — | ​ | ​ | — |

| Payments for debt issuance costs | ​ | ​ | (2,904) | ​ | ​ | — | ​ | ​ | — |

For the year ended December 31, 2024, goodwill impairment charges of $86.3 million were recorded related to the Alcohol Brands reporting unit.

Subsequent to the impairment charges recorded, there is no remaining goodwill for the Alcohol Brands reporting unit.

As of December 31, 2024, the accumulated goodwill impairment balance was $86.3 million related entirely to the Alcohol Brands reporting unit.

Reyes Holdings, LLC accounted for approximately 9% of the Company’s net sales for the years ended December 31, 2024, 2023 and 2022.

The Company adopted ASU 2023-07 on January 1, 2024, which did not have a material impact on the Company’s financial position, results of operations and liquidity.

In November 2024, the FASB issued ASU 2024-03, _Disaggregation of Income Statement Expenses._ The amendments in this update require the Company to disaggregate key expense categories such as purchases of inventory, employee compensation, depreciation and intangible asset amortization within its financial statements.

The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026.

2.ACQUISITION

3.REVENUE RECOGNITION

| Monster Energy® Drinks | ​ | $ | 4,320,026 | ​ | $ | 1,399,461 | ​ | $ | 500,145 | ​ | $ | 644,965 | ​ | $ | 6,864,597 |

| Strategic Brands | ​ | | 205,948 | ​ | | 163,905 | ​ | | 40,891 | ​ | | 21,489 | ​ | | 432,233 |

| Alcohol Brands | ​ | ​ | 172,313 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 172,313 |

| Other | ​ | | 23,566 | ​ | | — | ​ | | — | ​ | | — | ​ | | 23,566 |

| Total Net Sales | ​ | $ | 4,721,853 | ​ | $ | 1,563,366 | ​ | $ | 541,036 | ​ | $ | 666,454 | ​ | $ | 7,492,709 |

4.LEASES

None

| --- | --- |

| 16.1 | [Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated January 13, 2023 (incorporated by reference to Exhibit 16.1 to our Form 8-K dated January 13, 2023).](https://www.sec.gov/Archives/edgar/data/865752/000110465923003829/tm233359d1_ex16-1.htm) |

| ​ | ​ |

Our procedures included (a) agreeing the authorization for the two-for-one stock split to the Company’s underlying records obtained from management, and (b) testing the mathematical accuracy of the restated number of shares, basic and diluted earnings per share, common stock repurchased and other applicable disclosures such as equity-based compensation.

| February 29, 2024 | ​ |

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

| STOCKHOLDERS’ EQUITY1: | ​ | ​ | ​ | ​ | ​ | ​ |

1_Stock Split - On February 28, 2023, the Company announced a two-for-one stock split of its common stock to be effected in the form of a 100% stock dividend.

The stock dividend was issued on March 27, 2023 (the “Stock Split”).

The accompanying consolidated financial statements and notes thereto have been retroactively updated to reflect the Stock Split.

See Note 1 for additional information__._

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

1_Stock Split - The accompanying consolidated financial statements and notes thereto have been retroactively updated to reflect the Stock Split.

| Available-for-sale investments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Change in net unrealized gains (losses) | ​ | | 5,085 | ​ | | (4,887) | ​ | | (1,041) |

| Balance, January 1, 2021 | | 1,277,324 | | $ | 6,386 | | $ | 4,534,789 | | $ | 6,432,074 | | $ | 3,034 | | (221,130) | | $ | (5,815,423) | | $ | 5,160,860 |

| Stock options/awards | | 2,762 | ​ | ​ | 14 | ​ | ​ | 45,709 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 45,723 |

| Repurchase of common stock | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | (310) | ​ | ​ | (13,830) | ​ | ​ | (13,830) |

| Net income | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,377,475 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,377,475 |

See Note 1 for additional information._

| Net cash provided by operating activities | ​ | | 1,717,753 | ​ | | 887,699 | ​ | | 1,155,741 |

| CASH AND CASH EQUIVALENTS, beginning of year | ​ | | 1,307,141 | ​ | | 1,326,462 | ​ | | 1,180,413 |

No sales of available-for-sale investments were included in accounts receivable as of December 31, 2021.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts)

1.

_Treasury Stock Retirement_ – On March 10, 2023, the Company retired 170.0 million shares (stock split adjusted) of treasury stock owned by the Company.

The retired treasury stock had a carrying value of approximately $4.69 billion.

The Company’s accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock and to reflect any excess of cost over par as a deduction from retained earnings.

Pale Ale®, Dallas Blonde®, Wild Basin®, Dale’s®, Hop Rising®, The Beast Unleashed® and Nasty BeastTM Hard Tea to be its core trademarks.

store demonstration costs, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses.

2.

ACQUISITIONS

Bang Energy

Under the acquisition method of accounting, the Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

During the year ended December 31, 2023, in connection with the Bang Transaction, the Company recorded a gain of $45.4 million in interest and other income (expense), net within the consolidated statements of income and reported within the Corporate and Unallocated segment (the “Bang Transaction Gain”).

During the year ended December 31, 2023, the Company incurred $16.1 million of acquisition costs related to the Bang Transaction.