Monster Beverage 10-K 2025-12-31

Filed 2026-02-27. 24 sections, 452K characters. Original on sec.gov · Markdown · JSON

What changed since the 2024-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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Form 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended December 31, 2025

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OR

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from _____ to _____

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Commission file number 001-18761

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MONSTER BEVERAGE CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware​ ​ ​47-1809393
(State or other jurisdiction of​(I.R.S. Employer
incorporation or organization)​Identification No.)

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1 Monster Way Corona, California 92879

(Address of principal executive offices) (Zip Code)

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Registrant’s telephone number, including area code: (951) 739 - 6200

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class​ ​ ​Trading Symbol(s)​ ​ ​Name of each exchange on which registered
Common Stock, $0.005 par value per share​MNST​Nasdaq Global Select Market

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Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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Large accelerated filer ☑​ ​ ​Accelerated filer ☐
Non-accelerated filer ☐​Smaller reporting company ☐
​​Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.). Yes ☐ No ☑

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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $56,505,471,480 computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter.

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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 13, 2026 was 978,270,734 shares.

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DOCUMENTS INCORPORATED BY REFERENCE:

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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 2026 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, 2025.

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MONSTER BEVERAGE CORPORATION

FORM 10-K

TABLE OF CONTENTS

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Item NumberPage Number
​​ ​ ​PART I​
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1.​Business3
1A.​Risk Factors18
1B.​Unresolved Staff Comments36
1C.​Cybersecurity36
2.​Properties37
3.​Legal Proceedings38
4.​Mine Safety Disclosures38
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​​PART II​
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5.​Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities39
6.​[Reserved]40
7.​Management’s Discussion and Analysis of Financial Condition and Results of Operations40
7A.​Quantitative and Qualitative Disclosures about Market Risk58
8.​Financial Statements and Supplementary Data58
9.​Changes in and Disagreements with Accountants on Accounting and Financial Disclosure58
9A.​Controls and Procedures59
9B.​Other Information61
9C.​Disclosures Regarding Foreign Jurisdictions that Prevent Inspections62
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​​PART III​
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10.​Directors, Executive Officers and Corporate Governance63
11.​Executive Compensation63
12.​Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters64
13.​Certain Relationships and Related Transactions, and Director Independence64
14.​Principal Accounting Fees and Services64
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​​PART IV​
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15.​Exhibits and Financial Statement Schedules65
16.​Form 10-K Summary65
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​​Signatures68

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PART I

Item 1. BUSINESS

When this report uses the words “the Company”, “we”, “us” and “our”, these words refer to Monster Beverage Corporation and its subsidiaries, unless the context otherwise requires. Based in Corona, California, Monster Beverage Corporation is a holding company and conducts no operating business, except through its consolidated subsidiaries. The Company’s subsidiaries primarily develop and market energy drinks.

Overview

We develop, market, sell and distribute energy drink beverages and concentrates for energy drink beverages, primarily under the following brand names:

● ​ ​ ​ ​Monster Energy® ● ​ ​ ​ ​Monster Energy Ultra® ● ​ ​ ​ ​Rehab Monster® ● ​ ​ ​ ​Monster Energy®Nitro ● ​ ​ ​ ​Java Monster® ● ​ ​ ​ ​Punch Monster® ● ​ ​ ​ ​Juice Monster® ● ​ ​ ​ ​Reign Total Body Fuel® ● ​ ​ ​ ​Reign Storm® ● ​ ​ ​ ​Bang Energy® ● ​ ​ ​ ​NOS® ● ​ ​ ​ ​Full Throttle®​ ​ ​● ​ ​ ​ ​Burn® ● ​ ​ ​ ​Mother® ● ​ ​ ​ ​Nalu® ● ​ ​ ​ ​Ultra Energy® ● ​ ​ ​ ​Play® and Power Play® (stylized) ● ​ ​ ​ ​Relentless® ● ​ ​ ​ ​BPM® ● ​ ​ ​ ​BU® ● ​ ​ ​ ​Samurai® ● ​ ​ ​ ​Live+® ● ​ ​ ​ ​Predator® ● ​ ​ ​ ​Fury®

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

Industry Overview

The “alternative” beverage category combines non-carbonated, ready-to-drink iced teas, lemonades, juice cocktails, single-serve juices and fruit beverages, ready-to-drink dairy and coffee drinks, energy drinks, sports drinks and single-serve still waters (flavored, unflavored and enhanced) with “new age” beverages, including sodas that are considered natural, sparkling juices and flavored sparkling beverages. According to Beverage Marketing Corporation, domestic U.S. wholesale sales in 2025 for the “alternative” beverage category of the market are estimated at approximately $76.8 billion, representing an increase of approximately 2.4% over estimated domestic U.S. wholesale sales in 2024 of approximately $75.0 billion.

Reportable Segments

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 drinks and 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, FMBs and hard seltzers 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 drinks primarily to bottlers and full service beverage distributors (“bottlers/distributors”). In some cases, we sell ready-to-drink packaged drinks

directly to retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military.

Our Strategic Brands segment primarily generates net operating revenues by selling “concentrates” and/or “beverage bases” to authorized bottling and canning operations. Such bottlers generally combine the concentrates and/or beverage bases with sweeteners, water and other ingredients to produce ready-to-drink packaged energy drinks. The ready-to-drink packaged energy drinks are then sold by such bottlers to other bottlers/distributors and to retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, foodservice customers, drug stores, value stores, e-commerce retailers and the military. To a lesser extent, our Strategic Brands segment generates net operating revenues by selling certain ready-to-drink packaged energy drinks to bottlers/distributors.

Generally, the Monster Energy® Drinks segment generates higher per case net operating revenues, but lower per case gross profit margin percentages than the Strategic Brands segment.

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

Generally, the Alcohol Brands segment has lower gross profit margin percentages than the Monster Energy® Drinks segment.

For certain risks with respect to our beverages see “Part I, Item 1A – Risk Factors” below.

Corporate History

In the 1930s, Hubert Hansen and his sons started a business selling fresh non-pasteurized juices in Los Angeles, California. In 1977, Tim Hansen, one of the grandsons of Hubert Hansen, perceived a demand for shelf stable pasteurized natural juices and juice blends and formed Hansen Foods, Inc. (“HFI”). HFI expanded its product line from juices to include Hansen’s Natural Soda® brand sodas. In 1990, California Co-Packers Corporation (d/b/a Hansen Beverage Company) (“CCC”) acquired certain assets of HFI, including the right to market the Hansen’s® brand name. In 1992, Hansen Natural Corporation acquired the Hansen’s® brand natural soda and apple juice business from CCC. Under our ownership, the Hansen’s® beverage business significantly expanded to include a wide range of beverages within the growing “alternative” beverage category including, in particular, energy drinks. In 2012, we changed our name from Hansen Natural Corporation to Monster Beverage Corporation. In 2015, we acquired various energy brands from TCCC and disposed of our non-energy drink business. In 2016, we completed our acquisition of flavor supplier and long-time business partner AFF. In 2022, we completed our acquisition of Monster Brewing Company, which facilitated our entry into the alcohol beverage sector. In 2023, we completed our acquisition of the Bang Energy® drink business.

2025 Product Introductions

During 2025, 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 2025, we sold the following new products to our customers:

●Bang Energy® Any Means Orange
●BPM® White Citrus
●Burn® Orange
●Burn® White Citrus Zero Sugar
●Fury® Mango Mayhem®
●Juice Monster® Voodoo Grape
●Monster Energy® Electric BlueTM
●Monster Energy® Lando Norris Zero Sugar
●Monster Energy® Orange Dreamsicle®
●Monster Energy® Strawberry Shot
●Monster Energy® Ultra Punk PunchTM
●Monster Energy® Ultra Red White & Blue Razz
●Monster Energy® Ultra Wild Passion
●Monster Energy® Valentino Rossi Zero Sugar
●Monster Energy® Zero Sugar Strawberry Shot
●Mother® Watermelon
●Mother® White Gummy
●Nalu® Zero Sugar Original
●Predator® Wild Berry
●Reign Total Body Fuel® White Haze

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Item 1A. RISK FACTORS

In addition to the other information in this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the consolidated financial statements and related notes, you should carefully consider the following risks. If any of the following risks actually occur or continue to occur, our business, reputation, financial condition and/or operating results could be materially adversely affected. The risk factors summarized below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, reputation, financial condition and/or operating results.

Risk Factors Summary

The following is a summary of the principal risks that could materially adversely affect our business, reputation, financial condition and/or operating results. You should read this summary together with the more detailed description of each risk contained below.

Operational and Industry Risks

●The Company and TCCC have extensive commercial arrangements and, as a result, the Company’s future performance is substantially dependent on the success of its relationship with TCCC.
●Provisions in our organizational documents and control by insiders or TCCC may prevent changes in control even if such changes would be beneficial to other stockholders.
●We primarily rely on bottlers and other contract packers to manufacture our products. If we are unable to maintain good relationships with our bottlers and contract packers and/or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer.
●We rely on limited Company-owned facilities for production of certain of our non-alcohol and alcohol beverages, and developments negatively affecting production at such facilities could materially impact the financial results of our business.
●We rely on bottlers and distributors to distribute our products. If we are unable to maintain good relationships with our existing bottlers and distributors and/or secure such bottlers and distributors, our business could suffer.
●We currently derive most of our revenues from energy drinks, and competitive pressure in the energy drink category could adversely affect our business and operating results.
●Criticism or negative perceptions of our products (regardless of accuracy) generally could adversely affect us.
●Increased competition in the beverage industry and changing retail landscape could hurt our business.
●Our inability to implement our growth strategy, including expanding our business in existing and new sectors, or successfully recognize the anticipated benefits of acquired businesses or assets could adversely affect our business and financial results.
●Changes in consumer product and shopping preferences may reduce demand for our products.
●Our continued expansion outside of the United States exposes us to uncertain conditions and other risks in international markets.
●If we are not able to pass on increases in the costs of raw materials, including aluminum cans, ingredients, fuel, costs of co-packing, and/or tariffs, we may face a higher cost base, and our business and results of operations could be adversely affected.
●Our failure to accurately estimate demand for our products or maintain sufficient inventory levels or anticipate shortages of raw materials could adversely affect our business and financial results.
●Our business is subject to seasonality, which may cause fluctuations in our operating results.
●The costs of packaging supplies, raw material inputs, ocean and domestic freight, tariffs, and inflation generally may adversely affect our results of operations.
●Global or regional catastrophic events could impact our operations and affect our ability to grow our business.
●Climate change and natural disasters may negatively affect our business.
●If we are not able to retain the services of our workforce, there may be an adverse effect on our operations and/or our operating performance until we find suitable replacements.
●Negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer.

Government Regulation and Litigation Risks

●Changes in government regulation, or a failure to comply with existing regulations, including those related to energy drinks, data protection and advertising, could adversely affect our business, financial condition and results of operations.
●Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations and inhibit the sales of such products.
●Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities and/or those of our co-packers to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations.
●We cannot predict the effect of inquiries from and/or actions by litigants, attorneys general, and/or other (quasi-) government agencies into the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products.
●Litigation regarding our products and practices, and related unfavorable media attention, could expose us to significant liabilities and reduce demand for our products, thus negatively affecting our financial results.
●If we encounter material product recalls, our business may suffer material losses and such recalls could damage our brand image and corporate reputation, also resulting in material losses.

Intellectual Property, Information Technology and Data Privacy and Security Risks

●Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.
●Our use of information technology exposes us to the risk of cybersecurity incidents and other costs and interruptions that could disrupt our business operations and adversely impact our reputation and results of operations.
●If we fail to comply with data privacy and personal data protection laws and emerging cybersecurity laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which may negatively impact our business and operating results.

Financial Risks

●Fluctuations in our effective tax rate could adversely affect our financial condition and results of operations.
●We may be required to record a charge to earnings if our goodwill or intangible assets become impaired.
●Fluctuations in foreign currency exchange rates may adversely affect our operating results.
●Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations.

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Item 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

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Item 1C. CYBERSECURITY

Our Board recognizes the importance of maintaining the trust and confidence of our customers, consumers, employees, partners, and other stakeholders and oversees cybersecurity matters. Management plays a central role in our cybersecurity program, which is a critical component of our enterprise risk management and includes the implementation of controls generally aligned with industry best practices and applicable frameworks to identify threats, deter attacks and protect our Company assets. We also include cybersecurity training as part of our mandatory, periodic employee training program. In addition, we engage a range of cybersecurity experts, including cybersecurity auditors, assessors, and consultants, in evaluating and testing our security controls and processes. These partnerships enable us to leverage specialized knowledge and insights to align our cybersecurity strategies and processes with industry best practices. Our collaboration with these third parties includes regular audits, threat assessments, and consultations on potential security enhancements.

Our Chief Information Officer and his team are responsible for leading our cybersecurity strategy, policy, standards, architecture, and processes. Our cybersecurity leadership team has more than 40 years of combined experience in cyber and information security matters. Our cybersecurity program is also supported by our Chief Compliance Officer and other members of senior management. We conduct periodic reviews of our program by internal and external experts with the results of those reviews reported to senior management and the Board. Moreover, pursuant to our Audit Committee Charter, as amended and restated, the Audit Committee of our Board (the “Audit Committee”) reviews our cybersecurity matters with our Chief Information Officer at each of its quarterly meetings. We have procedures in place for addressing potential cybersecurity risks when selecting and managing our relationships with third-party service providers and other business partners. For example, we require certain third-party service providers and other business partners to provide us with SOC II reports that demonstrate alignment with data and cybersecurity standards. We also actively engage with industry participants as part of our continuing efforts to evolve our cybersecurity governance.

Our cybersecurity team promptly informs our Incident Response Team of potentially material cybersecurity incidents, including with respect to such incidents involving our third-party service providers. The Chief Information Officer briefs our Chief Executive Officer and reports to the Audit Committee. The Audit Committee, in turn and if appropriate, briefs the Board on, among other matters, potentially material cybersecurity incidents, our cyber risks and threats, the status of projects to strengthen our enterprise systems (such as employee cybersecurity training), an assessment of the cybersecurity program, and the emerging threat landscape. The Cybersecurity and Compliance Steering Committee, comprised of senior members of management, convenes on a quarterly basis to review matters related to strengthening our cybersecurity posture and providing cybersecurity governance.

As of the date of this filing, we have not identified any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, there can be no assurance that we, or our third-party service providers and other business partners, will not experience a cybersecurity threat or incident in the future that could materially adversely affect our business strategy, results of operations, or financial condition. For additional discussion regarding cybersecurity risks and potential related impacts on us, see “Part I, Item 1A – Risk Factors – Our use of information technology exposes us to the risk of cybersecurity incidents and other interruptions that could disrupt our business operations and adversely impact our reputation and results of operations,” “Cybersecurity incidents, business interruptions, and 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 and emerging cybersecurity laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which may negatively impact our business and operating results.”

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Item 2. PROPERTIES

As of February 13, 2026, our principal properties include the following:

●Our owned corporate headquarters located in Corona, California, consist of (i) a free-standing, six-story building (LEED Gold and ENERGY STAR certified), (ii) a three-story parking structure and storage facility, which houses our quality control laboratory, (iii) a free-standing, three-story building (currently pursuing ENERGY STAR certification), (iv) a free-standing, single-story building and (v) a free-standing, two-story building;
●Our owned Southern California warehouse and distribution center is located in Rialto, California, which is LEED certified;
●Our owned beverage production facilities in Phoenix, Arizona, and Norwalk, California, where we manufacture certain of our energy drink products;
●Our two owned office buildings located in Uxbridge, United Kingdom;
●Our manufacturing plants and adjoining land in Athy, County Kildare, Ireland, which produces certain ingredients, including flavors, for certain of our international markets; and
●Our production facility in San Fernando, California, which produces certain ingredients, including flavors, for our U.S. market and certain of our international markets.

In addition, we lease many smaller office and/or warehouse/manufacturing spaces, both domestically and in certain international locations.

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Item 3. LEGAL PROCEEDINGS

From time to time in the normal course of business, the Company is named in litigation, including mediation, arbitration, administrative proceedings, labor and employment matters, personal injury matters, consumer class actions, intellectual property matters, data privacy matters, and claims, including from prior distributors. Although it is not possible to predict the ultimate outcome of such litigation, based on the facts known to the Company, management believes that such litigation in aggregate will likely not have a material adverse effect on the Company’s financial position or results of operations.

The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that is accrued, if any, and any related insurance reimbursements. As of December 31, 2025 and 2024, $36.2 million and $16.8 million, respectively, of loss contingencies were included in the Company’s accompanying consolidated balance sheets.

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Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Principal Market

The Company’s common stock trades on the Nasdaq Global Select Market under the symbol, “MNST”. As of February 13, 2026, there were 978,270,734 shares of the Company’s common stock outstanding held by approximately 185 holders of record. The holders of record do not include those stockholders whose shares are held of record by banks, brokers and other financial institutions.

Stock Price and Dividend Information

We have not paid cash dividends to our stockholders since our inception and do not anticipate paying cash dividends in the foreseeable future.

Share Repurchase Programs

On 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 “August 2024 Repurchase Plan”). During the year ended December 31, 2025, no shares were repurchased under the August 2024 Repurchase Plan. As of February 26, 2026, $500.0 million remained available for repurchase under the 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 $500.0 million as of February 26, 2026.

During the year ended December 31, 2025, 1.5 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 $103.6 million. While such purchases are considered common stock repurchases, they are not counted as purchases against the Company’s authorized share repurchase programs. Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, 2025.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended December 31, 2025.

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​​​​​​​​​Maximum Number (or
​​​​​​​​​Approximate Dollar
​​​​​​​Total Number of​Value) of Shares that
​​​​​​​Shares Purchased​May Yet Be Purchased
​​Total Number​​​​as Part of Publicly​Under the Plans or
​​of Shares​Average Price​Announced Plans​Programs
Period​ ​ ​Purchased1​ ​ ​per Share​ ​ ​or Programs2​ ​ ​(In thousands)
Oct 1 – Oct 31, 2025​471​$67.53​—​$500,000
Nov 1 – Nov 30, 2025812,753​$73.45​—​$500,000
Dec 1 – Dec 31, 2025—​$——​$500,000
Total813,224​$73.44—​$500,000

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1_The total number of shares purchased includes (1) shares repurchased, if any, pursuant to the August 2024 Repurchase Plan and (2) shares repurchased, if any, to satisfy exercise price and/or tax withholding obligations in connection with exercises of employee stock options and/or the vesting of restricted stock issued to employees._

2_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._

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.”

Performance Graph

The following graph shows a five-year comparison of cumulative total returns:1

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Graphic

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1Annual return assumes reinvestment of dividends. Cumulative total return assumes an initial investment of $100 on December 31, 2020. The Company’s self-selected peer group is comprised of TCCC, Keurig Dr. Pepper Inc., Constellation Brands, Inc., Molson Coors Beverage Company and PepsiCo, Inc.

Item 6. [RESERVED]

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following MD&A is provided as a supplement to – and should be read in conjunction with – our financial statements and the accompanying notes (“Notes”) included in Part II, Item 8 of this Form 10-K. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. See “Forward-Looking Statements” and “Part I, Item 1A – Risk Factors.”

This overview provides our perspective on the individual sections of MD&A. MD&A includes the following sections:

●Pricing Actions – a discussion of certain pricing actions implemented during 2025 and 2024;
●Our Business – a general description of our business, the value drivers of our business, and opportunities and risks facing our Company, stock repurchases, acquisitions and divestitures;
●Results of Operations – an analysis of our consolidated results of operations for the years ended December 31, 2025 and 2024;
●Sales – details of our sales measured on a quarterly basis in both dollars and cases;
●Inflation – information about the impact that inflation may or may not have on our results;
●Liquidity and Capital Resources – an analysis of our cash flows, sources and uses of cash and contractual obligations;
●Accounting Policies and Pronouncements – a discussion of accounting policies that require critical judgments and estimates including newly issued accounting pronouncements;
●Forward-Looking Statements – cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from the Company’s historical results or our current expectations or projections; and
●Market Risks – information about market risks and risk management. (See “Forward-Looking Statements” and “Part II, Item 7A – Qualitative and Quantitative Disclosures about Market Risk”).

Pricing Actions

We implemented price increases in the fourth quarters of fiscal years 2025 and 2024 (for core brands and packages) in the United States and at various times in certain international markets during 2025 and 2024 (collectively, the “Pricing Actions”). The Pricing Actions positively impacted gross profit margins in 2025 as compared to 2024.

Liquidity and Capital Resources

As of the date of this filing, we expect to maintain sufficient liquidity as described in the “Liquidity and Capital Resources” section below.

Our Business

Overview

We develop, market, sell and distribute energy drink beverages and concentrates for energy drink beverages, primarily under the following brand names:

● Monster Energy® ● Monster Energy Ultra® ● Rehab Monster® ● Monster Energy® Nitro ● Java Monster® ● Punch Monster® ● Juice Monster® ● Reign Total Body Fuel® ● Reign Storm® ● Bang Energy® ● NOS® ● Full Throttle®​ ​ ​● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● Samurai® ● Live+® ● Predator® ● Fury®

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We also develop, market, sell and distribute craft beers, FMBs and hard seltzers under a number of brands, including Jai Alai® IPA, Florida Man® IPA, Dale’s Pale Ale®, Wild Basin® Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing Company® Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The BeastTM, Beast® Tea, Blind Lemon®, Blinder LemonTM and other brands.

Our net sales of $8.29 billion for the year ended December 31, 2025 represented record annual net sales. Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately $3.0 million for the year ended December 31, 2025. Net sales on a foreign currency adjusted basis increased 10.7% for the year ended December 31, 2025.

The vast majority of our net sales are derived from our Monster Energy® Drinks segment. Our Monster Energy® Drinks segment represented 92.4% and 91.6% of our net sales for the years ended December 31, 2025 and 2024, respectively. Our Strategic Brands segment represented 5.7% and 5.8% of our net sales for the years ended December 31, 2025 and 2024, respectively. Our Alcohol Brands segment represented 1.6% and 2.3% of our net sales for the years ended December 31, 2025 and 2024, respectively. Our Other segment represented 0.3% of our net sales for both years ended December 31, 2025 and 2024.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Monster Energy® Drinks segment of approximately $2.5 million for the year ended December 31, 2025. Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Strategic Brands segment of approximately $0.5 million for the year ended December 31, 2025.

Our growth strategy includes further developing our domestic markets and expanding our international business. Net sales to customers outside the United States were $3.44 billion and $2.96 billion for the years ended December 31, 2025 and 2024, respectively. Such sales were approximately 41% and 40% of net sales for the years ended December 31, 2025 and 2024, respectively. Net changes in foreign currency exchange rates had an unfavorable impact on net sales to customers outside of the United States of approximately $3.0 million for the year ended December 31, 2025. Net sales to customers outside the United States, on a foreign currency adjusted basis, increased 16.2% for the year ended December 31, 2025.

Our non-alcohol customers are primarily full service beverage bottlers/distributors, retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military. Our alcohol customers are primarily beer distributors who in turn sell to retailers within the alcohol distribution system. Percentages of our gross billings to our various customer types for the years ended December 31, 2025, 2024 and 2023 are reflected below. Such information includes sales made by us directly to the customer types concerned, which include our full service beverage bottlers/distributors in the United States. Such full service beverage bottlers/distributors in turn sell certain of our products to some of the same customer types listed below. We limit our description of our customer types to include only our sales to our full service bottlers/distributors without reference to such bottlers/distributors’ sales to their own customers.

​​​​​​​
​​ ​ ​2025​ ​ ​2024​ ​ ​2023
U.S. full service bottlers/distributors45%​46%​47%
International full service bottlers/distributors43%​41%​40%
Club stores and e-commerce retailers8%​8%​8%
Retail grocery, direct convenience, specialty chains and wholesalers2%​2%​2%
Alcohol, value stores and other2%​3%​3%

​

Our non-alcohol customers include Coca-Cola Canada Bottling Limited, Coca-Cola Consolidated, Inc., Coca-Cola Bottling Company United, Inc., Reyes 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 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.,

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business our financial position is routinely subject to a variety of risks. 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, tariffs, as well as limitations in the availability of aluminum cans and certain other raw materials and packaging materials. We generally do not use hedging agreements or alternative instruments to manage the risks associated with securing sufficient ingredients or raw materials. We are also subject to market risks with respect to the cost of commodities and other inputs because our ability to recover increased costs through higher pricing is limited by the competitive environment in which we operate.

We do not use derivative financial instruments to protect ourselves from fluctuations in interest rates and, except for aluminum, generally do not hedge against fluctuations in commodity prices.

Our net sales to customers outside of the United States were approximately 41% and 40% of consolidated net sales for the years ended December 31, 2025 and 2024, respectively. Our growth strategy includes expanding our international business. As a result, we are subject to risks from changes in foreign currency exchange rates. During the year ended December 31, 2025, 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, 2025 have terms of three months or less. We do not enter into forward currency exchange contracts for speculation or trading purposes.

We generally do not designate our foreign currency exchange contracts as hedge transactions under FASB ASC 815. Therefore, gains and losses on our foreign currency exchange contracts are recognized in interest and other income, net, in the consolidated statements of income, and are largely offset by the changes in the fair value of the underlying economically hedged item. We do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates as of December 31, 2025 to be significant.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required to be furnished in response to this Item 8 follows the signature page and Index to Exhibits hereto at pages 69 through 109.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures – Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and (2) accumulated and communicated to our management, including our principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control Over Financial Reporting – Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, 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 – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Our internal control over financial reporting as of December 31, 2025 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, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

​

Report of Independent Registered Public Accounting Firm

​

To the Stockholders and the Board of Directors of Monster Beverage Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Monster Beverage Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, 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, 2025, 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 sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

​​
​/s/ Ernst & Young LLP
Irvine, California​
February 26, 2026​

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Item 9B. OTHER INFORMATION

Trading Arrangements

During the three-months ended December 31, 2025, 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).

Monster Beverage Corporation Executive Severance Plan

On February 25, 2026, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved and adopted the Monster Beverage Corporation Executive Severance Plan (the “Severance Plan”), effective immediately. The Severance Plan provides for severance pay and benefits to Eligible Employees whose employment with any member of the Company Group is terminated either (i) by any member of the Company Group without “Cause” (which does not include termination due to death or Disability) or (ii) due to an Eligible Employee’s resignation for “Good Reason” (with each of the reasons set forth in clauses (i) and (ii) being a “Qualifying Termination”).

Upon a Qualifying Termination, an Eligible Employee will be entitled to receive: (i) all accrued and unpaid Base Salary through the Date of Termination; (ii) reimbursement for all incurred but unreimbursed expenses for which the Eligible Employee is entitled to; and (iii) benefits to which an Eligible Employee may be entitled pursuant to the terms of any Company-sponsored plan or policy (collectively, the “Accrued Amounts”).

In addition to the Accrued Amounts, if a Qualifying Termination occurs outside of a Change in Control Period and the Eligible Employee has been continuously employed by a Company Group member for at least three hundred and sixty-five days prior to such Qualifying Termination, such Eligible Employee shall be entitled to receive: (i) a cash severance payment in an amount equal to twelve months of such Eligible Employee’s Base Salary, payable in substantially equal installments over twelve months, beginning on the sixtieth day following termination; (ii) a pro-rated Annual Bonus, paid when bonuses are paid to similarly situated employees (but no later than March 15 of the following year); and (iii) continued payment by the Company of the employer portion of health, dental, and vision insurance premiums for up to twelve months.

If a Qualifying Termination occurs during a Change in Control Period, an Eligible Employee shall instead be entitled to receive the following in addition to the Accrued Amounts (without being subject to a minimum employment period): (i) a cash severance payment in an amount equal to the sum of (a) eighteen months of such Eligible Employee’s Base Salary and (b) one and one half times such Eligible Employee’s Annual Bonus, payable in a lump sum within sixty days following termination; (ii) a pro-rated Annual Bonus, paid in a lump sum within sixty days of termination; and (iii) continued payment by the Company of the employer portion of health, dental, and vision insurance premiums for up to eighteen months.

Regardless of whether a Qualifying Termination occurs during or outside of a Change in Control Period, the Eligible Employee must also execute (and not revoke) a general release within sixty days of termination and abide by the terms of any restrictive covenant obligations to which the Eligible Employee is subject in respect of the Company Group.

The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by the full text of the Severance Plan, which is filed as Exhibit 10.27 to this Annual Report on Form 10-K and is incorporated herein by reference. Each capitalized but undefined term in the above paragraphs shall have the meaning ascribed to it in the Severance Plan.

Employment Agreements

Emelie Tirre

On February 25, 2026, the Compensation Committee approved an amended and restated employment agreement between Monster Energy Company (“MEC”) and Emilie Tirre, effective as of the same date (the “Tirre Employment Agreement”). As compared to the original employment agreement between MEC and Ms. Tirre, dated as of June 13, 2024, the Tirre Employment Agreement appoints Ms. Tirre, who previously served as Chief Commercial Officer of MEC, as Chief Strategy Officer of MEC, extends her employment period to February 25, 2028, and provides for an increase in Ms. Tirre’s annual base salary to $945,000, which amount will be reviewed annually and is subject to adjustment by the Compensation Committee. The Tirre Employment Agreement also conforms

certain provisions of Ms. Tirre’s employment agreement to those of the Severance Plan, as detailed above. The foregoing description of the Tirre Employment Agreement is qualified in its entirety by reference to the complete text of such agreement, which is attached as Exhibit 10.8 to this Annual Report on Form 10-K and is incorporated by reference herein.

Biographical information regarding Ms. Tirre is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”), and such information is incorporated by reference herein. No arrangement or understanding exists between Ms. Tirre and any other person pursuant to which Ms. Tirre was selected to serve as Chief Strategy Officer of MEC. There have been no related party transactions between the Company or any of its subsidiaries and Ms. Tirre reportable under Item 404(a) of Regulation S-K. Ms. Tirre does not have a family relationship with any of the Company’s directors or executive officers.

Rob Gehring

On February 25, 2026, the Compensation Committee approved an amended and restated employment agreement between MEC and Rob Gehring, effective as of the same date (the “Gehring Employment Agreement”). The Gehring Employment Agreement appoints Mr. Gehring, who previously served as Chief Growth Officer of MEC, as Chief Executive Officer, Americas of MEC. The Gehring Employment Agreement provides for an annual base salary of $875,000, which amount will be reviewed annually and is subject to adjustment by MEC. The Gehring Employment Agreement also conforms certain provisions of Mr. Gehring’s employment agreement to those of the Severance Plan, as detailed above. The foregoing description of the Gehring Employment Agreement is qualified in its entirety by reference to the complete text of such agreement, which is attached as Exhibit 10.9 to this Annual Report on Form 10-K and is incorporated by reference herein.

Mr. Gehring, 59, served as Chief Growth Officer from August 2024 until February 25, 2026 and was primarily responsible for overseeing MEC’s business operations in North America. Prior to Mr. Gehring’s employment with MEC, he served as Chief Operating Officer, and subsequently President & Chief Executive Officer, of Swire Coca-Cola, USA from 2018 to August 2024. Prior to Swire Coca-Cola, USA, Mr. Gehring acted as Global Chief Sales Officer for The Hershey Company and as President of the Walmart and Sam’s Club Global team for Coca-Cola North America. Mr. Gehring has over thirty years’ experience in the consumer product goods business.

No arrangement or understanding exists between Mr. Gehring and any other person pursuant to which Mr. Gehring was selected to serve as Chief Executive Officer, Americas. There have been no related party transactions between the Company or any of its subsidiaries and Mr. Gehring reportable under Item 404(a) of Regulation S-K. Mr. Gehring does not have a family relationship with any of the Company’s directors or executive officers.

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Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025 (the “2026 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 2026 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 2026 Proxy Statement and is incorporated herein by reference.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers (including our principal executive officers, principal financial officer, principal accounting officer and controllers) and employees. The Code of Business Conduct and Ethics and any amendment thereto, as well as any waivers that are required to be disclosed by the rules of the SEC or NASDAQ, may be obtained at http://investors.monsterbevcorp.com/corporate-governance or at no cost to you by writing or telephoning us at the following address or telephone number:

Monster Beverage Corporation

1 Monster Way

Corona, CA 92879

(951) 739-6200

(800) 426-7367

​

Item 11. EXECUTIVE COMPENSATION

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 2026 Proxy Statement and is incorporated herein by reference.

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The disclosure set forth in Item 5, “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities”, of this report is incorporated herein.

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 2026 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 2026 Proxy Statement and is incorporated herein by reference.

​

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information concerning certain relationships and related transactions is reported under the caption “Certain Relationships and Related Transactions and Director Independence” in our 2026 Proxy Statement and is incorporated herein by reference.

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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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 2026 Proxy Statement and is incorporated herein by reference.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as a part of this Form 10-K:

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​​​
​​ ​ ​Report of Independent Registered Public Accounting Firm (PCAOB ID No. 42)​ ​ ​70
​​​​​
​​Financial Statements:​​
​​Consolidated Balance Sheets as of December 31, 2025 and 2024​72
​​Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023​73
​​Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023​74
​​Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023​75
​​Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023​76
​​Notes to Consolidated Financial Statements​78
​​​​​
​​Financial Statement Schedule:​​
​​Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023​109
​​​​​
​​Exhibits:​​
​​The Exhibits listed in the Index of Exhibits, which appears immediately preceding the signature page and is incorporated herein by reference, as filed as part of this Form 10-K.​​

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Item 16. FORM 10-K SUMMARY

None.

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INDEX TO EXHIBITS

The following designated exhibits, as indicated below, are either filed or furnished, as applicable herewith or have heretofore been filed or furnished with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

2.1Transaction Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation, New Laser Merger Corp, The Coca-Cola Company and European Refreshments (incorporated by reference to Exhibit 2.1 to our Form 8-K dated August 18, 2014).
2.1.1Amendment to Transaction Agreement, dated as of March 16, 2018, by and among Monster Beverage Corporation, New Laser Corporation, New Laser Merger Corp., The Coca-Cola Company and European Refreshments (incorporated by reference to Exhibit 2.1 to our Form 8-K dated March 20, 2018).
2.2Asset Transfer Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation and The Coca-Cola Company (incorporated by reference to Exhibit 2.2 to our Form 8-K dated August 18, 2014).
3.1Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our Form 8-K dated June 27, 2023).
3.2Fourth Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to our Form 8-K dated November 7, 2024).
4.1Description of Common Stock (incorporated by reference to Exhibit 4.1 to our Form 10-K dated February 28, 2020).
10.1Amended and Restated Distribution Coordination Agreement, dated as of June 12, 2015, between Monster Energy Company and The Coca-Cola Company (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated August 10, 2015).
10.2Amended and Restated International Distribution Coordination Agreement, dated as of June 12, 2015, between Monster Energy Ltd. and Monster Energy Company and The Coca-Cola Company (incorporated by reference to Exhibit 10.2 to our Form 10-Q dated August 10, 2015).
10.3Credit 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).
10.3.1Amendment No. 1 to the Credit Agreement, dated as of October 17, 2025, among Monster Beverage Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated November 7, 2025).
10.4Form 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).
10.5+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).
10.6+Rodney C. Sacks Transition Letter, dated March 10, 2025 (incorporated by reference to Exhibit 10.1 to our Form 8-K dated March 10, 2025).
10.7+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).
10.8*+Amended and Restated Employment Agreement between Monster Energy Company and Emelie Tirre.
10.9*+Amended and Restated Employment Agreement between Monster Energy Company and Rob Gehring.
10.10+Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K dated May 24, 2011).
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).
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).
10.13+Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated August 9, 2011).
10.14+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).
10.15+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).
10.16+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).
10.17+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).
10.18+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).
10.19+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).
10.20+[Form of Stock Option Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorp

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