Monster Beverage (MNST) 10-K risk factor changes: FY2025 vs FY2024

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 [added: (“MD&A”)] and the consolidated financial statements and related notes, you should carefully consider the following risks.

| | ● | Criticism [removed: of our beverages] or [removed: a] negative [removed: perception] [added: perceptions] of our products [added: (regardless of accuracy)] generally could adversely affect us. |

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

| | ● | The costs of packaging [removed: supplies,raw] [added: supplies, raw] material inputs, ocean and domestic freight, [added: tariffs,] and inflation generally may adversely affect our results of operations. |

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

| | ● | Our use of information technology exposes us to [added: the risk of] cybersecurity [removed: attacks] [added: incidents] and other [added: 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 [added: 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. |

Furthermore, as of February [removed: 14, 2025,] [added: 13, 2026,] Mr. Sacks and Mr. Schlosberg together may be deemed to beneficially own and/or exercise voting control over approximately [removed: 8.2%] [added: 8.1%] of our outstanding common stock.

As of February [removed: 14, 2025,] [added: 13, 2026,] TCCC owned approximately [removed: 21.0%] [added: 20.9%] of our common stock.

In [removed: 2024,] [added: 2025,] we continued to outsource manufacturing of most of our non-alcohol finished goods to bottlers and other contract packers.

As a result, in the event of a disruption and/or delay, [added: including, but not limited to, strikes, work stoppages, or labor unrest,] and/or demand exceeding forecasted demand, we may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period.

Bang Energy® beverages and certain of our other energy drink products are manufactured at our [removed: facility] [added: facilities] in Phoenix, [removed: Arizona.][added: Arizona and Norwalk, California.]

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

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

Likewise, adverse changes or developments affecting our [removed: currently limited number of breweries] [added: alcohol licensed manufacturing facilities] could hinder our ability to produce alcohol products to take to market on a timely basis or require us to entirely suspend certain of our Alcohol Brands segment operations.

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

[removed: In addition, possible trading] disputes between our bottler/distributors and their customers or buying groups may result in the delisting of certain of the Company’s products, temporarily or otherwise.

_Criticism [removed: of our beverages] or [removed: a] negative [removed: perception] [added: perceptions] of our products [added: (regardless of accuracy)] generally could adversely affect us._

An unfavorable report on the health effects of caffeine, other ingredients in energy drinks or energy drinks generally, or criticism or negative publicity regarding the caffeine content and/or any other ingredients in our products or energy drinks generally, including product safety [removed: concerns,] [added: concerns (regardless of the validity or scientific merit of any such reports, criticism, or negative publicity),] could have an adverse effect on our business, financial condition and results of operations.

[removed: If we] are [removed: unable to satisfy all criteria set forth in any model energy drink guidelines, including, without limitation, those adopted by the American Beverage Association, of which we are] a member, and/or any international beverage associations, it could negatively affect our overall reputation, which in turn could have a negative impact on our business, financial condition and results of operations.

Our products compete with a wide range of drinks, both non-alcohol and alcohol, produced by a relatively large number of domestic and international [removed: manufacturers, some of which have substantially greater financial, marketing and distribution resources than we do.][added: manufacturers.]

Our products compete with all liquid [removed: refreshments and in some cases with products of much larger competitors,] [added: refreshments,] including [removed: the products of numerous nationally and internationally known producers such as] TCCC, [added: Starbucks Corporation,] PepsiCo, Red Bull GmbH, KDP, Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company and The Mark Anthony Group.

We also compete with companies that are smaller or primarily national or local in operations, such as CELSIUS, PRIME, C4, Alani Nu, GHOST, [added: ZOA, GORGIE,] and others as well as local craft breweries in our Alcohol Brands segment.

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

Our business may also be adversely impacted if we are unable to rationalize brands [added: that we have] acquired [removed: from Monster Brewing Company.][added: or may acquire in the future.]

To the extent we integrate acquired businesses, such as our [removed: 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.

For example, in [removed: 2024,] [added: 2025,] we recognized impairment charges of [removed: $127.1] [added: $38.4] million related to [removed: goodwill and to] certain [removed: other indefinite lived] [added: finite-lived] intangible assets and impairment charges of [removed: $8.2] [added: $15.3] million related to property and equipment in the Alcohol Brands segment.

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

Some consumer advocacy groups and others have expressed concerns regarding certain [added: synthetic colors, low- and no-calorie sweeteners, and other] ingredients [removed: in diet beverages, which] [added: that] are contained in certain of our energy drinks, or have called for the curtailment of alcohol dissemination and consumption.

For example, with regard to our Alcohol Brands, the broader alcohol industry is experiencing a shift in drinking preferences and behaviors, moving away from traditionally popular beer brands and segments and [removed: towards, for example,] [added: towards] premium beers, imports, hard seltzers, FMBs, ready-to-drink malt-based, sugar-based, and spirits-based beverages, CBD and other cannabis beverages, and other similar [added: beverages as well as an increasing focus on low and no-alcohol] beverages.

[removed: Our future] success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages that appeal to consumers.

Additionally, as shopping patterns are being affected by the digital evolution, with customers embracing shopping by way of mobile device applications, e-commerce [removed: retailers and] [added: retailers,] e-commerce websites or [removed: platforms,] [added: platforms or artificial intelligence shopping agents,] we may be unable to address or anticipate changes in consumer shopping preferences or engage with our customers on their preferred platforms.

Our net sales to customers outside of the United States were approximately [removed: 40%, 38%] [added: 41%, 40%] and [removed: 37%] [added: 38%] of consolidated net sales for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] 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 [added: additional] tariffs and/or trade restrictions, including foreign import tariffs proposed or imposed by the [removed: recently inaugurated] U.S. [removed: presidential administration] [added: Administration] and any responsive and/or retaliatory tariffs.

[removed: Also,] [added: Additionally,] our operations outside of the United States are subject to risks relating [removed: to] [added: to:] appropriate compliance with legal and regulatory requirements in local [removed: jurisdictions, potential] [added: jurisdictions;] difficulties in staffing and managing local operations, [added: which has, at times, necessitated enhanced local training, communications, and business partner management;] higher rates of product damages, particularly when products are shipped long [removed: distances, potentially] [added: distances;] higher incidence of fraud and/or corruption, [added: such as invoicing fraud or kickback schemes;] credit risk of local customers and [removed: distributors] [added: distributors;] and potentially adverse tax consequences.

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

If we do not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, our inventory levels may be [removed: inadequate] [added: inadequate,] and our results of operations may be negatively impacted.

The costs of packaging supplies, raw material inputs, ocean and domestic freight, [added: tariffs,] and inflation generally may adversely affect our results of operations.

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

If the costs of packaging supplies and other costs, such as [added: truck fuel costs,] shipping container [removed: costs] [added: costs,] and ocean and domestic freight rates, [added: further] increase, we may be unable to pass these costs along to our customers through corresponding adjustments to the prices we charge, which could have a material adverse effect on our results of operations.

In addition, possible trading

If we are unable to satisfy all criteria set forth in any model energy drink guidelines, including, without limitation, those adopted by the American Beverage Association in the future, of which we

Additionally, competition in the alcohol beverage space—including from craft brewers and craft distilleries, ready-to-drink spirits and similar products—continues to evolve.

Market dynamics have been influenced by broader competitive trends and regulatory focus on market structure, including analyses and recommendations contained in the February 2022 U.S. Treasury report, “Competition in the Markets for Beer, Wine, and Spirits,” which assesses competitive conditions and potential barriers to entry.

Actual growth in specific segments, such as hard seltzers, craft products, and other beverage categories, varies over time and may be affected by changing consumer preferences, regulatory developments and economic conditions.

Our future

Moreover, artificial intelligence shopping agents may autonomously recommend products that are not ours and, in some cases, directly compete with our products.

Moreover, we rely upon trucks for the transportation of our products, which makes us susceptible to increases in the cost of fuel.

After imposing tariffs on steel and aluminum imports, in recent years, the United States has recently increased those tariffs and expanded the scope of their application.

The U.S. Administration has also imposed tariffs more broadly on most imported goods and has also proposed additional tariffs on certain countries and sectors.

_Our use of artificial intelligence technologies in our operations may expose us to risks._

We rely on artificial intelligence (“AI”) technologies to support and enhance various aspects of our products, services, and internal operations.

These systems may not perform as intended and expose us to risks.

In particular, AI models can generate inaccurate, biased, or unpredictable outputs, and failures in data quality, system design, or oversight could result in operational disruptions, security or privacy incidents, reputational challenges, and other harms.

Because AI systems can be complex and difficult to fully evaluate or

audit, we may be unable to detect errors or vulnerabilities in a timely manner.

If we are unable to effectively implement, monitor, and manage these technologies, our business, financial condition, and results of operations could be adversely affected.

There has also been heightened focus on the caffeine and ingredient content in beverages.

In the past year alone, certain states, including Texas and West Virginia, have enacted laws, mandating food label warnings regarding certain ingredients contained in products and/or banning certain additives.

_Changes in the regulation of artificial intelligence could result in enforcement actions, fines, or other adverse consequences._

We operate in a global market, and our use of AI is subject to different levels of regulations in different markets.

These differences, as well as changes in the way AI is regulated—including potential new requirements governing transparency, accountability, data usage, and model controls—could increase our compliance costs, limit the use of certain technologies, or require changes to our products and processes.

Any failure to comply with emerging AI regulatory frameworks could result in enforcement actions, fines, or other adverse consequences.

We do not believe any statements made by us in our promotional materials or set forth on

We are upgrading our enterprise resource planning system, including implementing SAP S4 HANA with a planned go-live date of January 1, 2028, in order to improve operational efficiency, scalability, and overall business management.

These upgrades involve personnel training, data migration, and potential security and stability risks, and any significant delays or failures could disrupt our business and negatively affect our operations and financial results.

Third parties on whom we rely for our business operations, products, and services have and could in the future experience cybersecurity incidents that may impede their ability to deliver or provide to us business operations, products, or services.

are being considered by various U.S. states.

In China, for instance, the Personal Information Protection Law also imposes requirements on the collection, use, and cross-border transfer of personal information, and noncompliance may result in penalties and operational restrictions.

For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”), which includes a broad range of tax reform provisions, was enacted in the United States.

We cannot guarantee that it will not affect our financial condition or results of operations in the future.

As of December 31, 2025, our goodwill totaled

Moreover, geopolitical tensions have created, and may continue to create, supply chain and financial risk due to our reliance on aluminum for packaging and the potential for increased costs due to tariffs or shortages.

The U.S. federal government has shut down multiple times in recent years, in some cases for prolonged periods, and may shut down again in the future, which could significantly impact business and economic conditions.

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

At December 31, 2025, we had $2.09 billion in cash and cash equivalents, $677.1 million in short-term investments and $487.3 million in long-term investments, including commercial paper, certificates of deposit, municipal securities, U.S. treasuries and corporate bonds.

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.

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

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

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

In particular, if we are unable to transition distribution agreements in our Alcohol Brands segment, we may face increased costs to change distributors for our alcohol beverages.

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 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.

In recent years, the United States has imposed tariffs on steel and aluminum as well as on goods imported from certain countries.

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

There also has been increased focus on caffeine content in beverages, and we are seeing some attention to other ingredients in energy drinks.

The following [removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)] [added: 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.

| | ● | _Pricing Actions_ – a discussion of certain pricing actions implemented during [removed: 2024] [added: 2025] and [removed: 2023;] [added: 2024;] |

| | ● | _Results of Operations_ – an analysis of our consolidated results of operations for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023;] [added: 2024;] |

| | ● | _Market Risks_ – information about market risks and risk management. (See “Forward-Looking Statements” and “Part II, Item 7A – Qualitative and Quantitative Disclosures about Market [removed: Risks”).] [added: Risk”).] |

We implemented price increases [removed: (i) effective November 1,] [added: in the fourth quarters of fiscal years 2025 and] 2024 (for core brands and packages) [removed: and April 1, 2023 (for limited pack sizes)] in the United [removed: States,] [added: States] and [removed: (ii)] at various times in certain international markets during [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (collectively, the “Pricing Actions”).

The Pricing Actions positively impacted gross profit margins in [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]

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

| ● Monster Energy® ● Monster Energy Ultra® ● Rehab Monster® ● Monster Energy® Nitro ● Java Monster® ● Punch Monster® ● Juice Monster® ● Reign Total Body Fuel® ● Reign [removed: Inferno® Thermogenic Fuel ● Reign] Storm® ● Bang Energy® ● NOS® ● Full Throttle® | [added: ​ ​ ​] | ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● 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 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, [removed: Nasty] Beast® [removed: Hard Tea] [added: Tea, Blind Lemon®, Blinder LemonTM] and [removed: a host of] other brands.

Our net sales of [removed: $7.49] [added: $8.29] billion for the year ended December 31, [removed: 2024] [added: 2025] represented record annual net sales.

Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately [removed: $247.1] [added: $3.0] million for the year ended December 31, [removed: 2024.][added: 2025.]

Net sales on a foreign currency adjusted basis increased [removed: 8.4%] [added: 10.7%] for the year ended December 31, [removed: 2024.][added: 2025.]

Our Monster Energy® Drinks segment represented [removed: 91.6%] [added: 92.4%] and [removed: 91.8%] [added: 91.6%] of our net sales for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Our Strategic Brands segment represented [removed: 5.8%] [added: 5.7%] and [removed: 5.3%] [added: 5.8%] of our net sales for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Our Alcohol Brands segment represented [removed: 2.3%] [added: 1.6%] and [removed: 2.6%] [added: 2.3%] of our net sales for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Our Other segment represented 0.3% of our net sales for both years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Monster Energy® Drinks segment of approximately [removed: $210.0] [added: $2.5] million for the year ended December 31, [removed: 2024.][added: 2025.]

Net changes in foreign currency exchange rates had an unfavorable impact on net sales in the Strategic Brands segment of approximately [removed: $37.1] [added: $0.5] million for the year ended December 31, [removed: 2024.][added: 2025.]

Our growth strategy includes further developing our domestic [removed: markets,] [added: markets and] expanding our international [removed: business and growing our business into new sectors, such as the alcohol beverage sector.][added: business.]

Net sales to customers outside the United States [removed: amounted to $2.96] [added: were $3.44] billion and [removed: $2.71] [added: $2.96] billion for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Such sales were approximately [removed: 40%] [added: 41%] and [removed: 38%] [added: 40%] of net sales for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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 [removed: $247.1] [added: $3.0] million for the year ended December 31, [removed: 2024.][added: 2025.]

Net sales to customers outside the United States, on a foreign currency adjusted basis, increased [removed: 18.5%] [added: 16.2%] for the year ended December 31, [removed: 2024.][added: 2025.]

Percentages of our gross billings to our various customer types for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] are reflected below.

| ​ | [added: ​ ​ ​] | [removed: 2024] [added: 2025] | [added: ​ ​ ​] | [removed: 2023] [added: 2024] | [added: ​ ​ ​] | [removed: 2022] [added: 2023] |

| U.S. full service bottlers/distributors | | [removed: 46%] [added: 45%] | ​ | [removed: 47%] [added: 46%] | ​ | [removed: 48%] [added: 47%] |

| International full service bottlers/distributors | | [removed: 41%] [added: 43%] | ​ | [removed: 40%] [added: 41%] | ​ | [removed: 39%] [added: 40%] |

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

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

Coca-Cola Europacific Partners accounted for approximately [removed: 14%, 13%] [added: 15%, 14%] and 13% of our net sales for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

Coca-Cola Consolidated, Inc. accounted for approximately [removed: 10%,] 10% [removed: and 11%] of our net sales for [added: each of] the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022, respectively.][added: 2023.]

| | ● | _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: 159] [added: 158] countries and territories worldwide. |

These measurements will continue to be a key management focus in [removed: 2025] [added: 2026] 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: 2024,] [added: 2025,] the Company had working capital of [removed: $2.54] [added: $3.91] billion compared to [removed: $4.43] [added: $2.54] billion as of December 31, [removed: 2023.][added: 2024.]

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

For the year ended December 31, [removed: 2024,] [added: 2025,] our net cash provided by operating activities was approximately [removed: $1.93] [added: $2.10] billion as compared to [removed: $1.72] [added: $1.93] billion for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: These principal] [added: Principal] uses of cash flows are expected to be [added: purchases of investments, our common stock,] and [added: property and equipment, with these expected to] remain our principal recurring use of cash and working capital funds in the [added: foreseeable] future (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”).

Our commitment to consumers begins with our broad product line and a wide selection of diet, light and [removed: low calorie] [added: low-calorie] beverages within our product lines.

See “Part I, Item 1A – Risk Factors” [added: and “Forward-Looking Statements”] for additional information about risks and uncertainties facing our Company.

| | ● | launching [removed: and/or relaunching] our [removed: products and] [added: existing and/or] new products into new domestic and international markets and channels; [added: and] |

Principal uses of cash flows in 2025 were purchases of available-for-sale investments, property and equipment and payments on the Credit Facilities (as defined below).

The Alcohol Brands segment impairment charges relate primarily to certain finite-lived intangible assets as well as property and equipment for the year ended December 31, 2025.

Operating loss for the Alcohol Brands segment, exclusive of the Alcohol Brands segment impairment charges and corporate and unallocated expenses, was $73.3 million and $61.6 million for the years ended December 31, 2025 and 2024, respectively.

| ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | Percentage | ​ ​ ​ | Percentage | ​ |

_Cash and cash equivalents._ As of December 31, 2025, we had $2.09 billion in cash and cash equivalents, $677.1 million in short-term investments, and $487.3 million in long-term investments, including commercial paper, certificates of deposit, municipal securities, U.S. treasuries and corporate bonds.

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 the 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, 2025.

The Term Loan was repaid in April 2025 with no additional borrowings permitted.

In addition, pursuant to Amendment No. 1 to the Original Credit Agreement, dated as of October 17, 2025, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders (the “Amended Credit Agreement”), the Company’s aggregate borrowing capacity under the Revolving Credit Facility has been reduced to $500.0 million.

Borrowings under the Revolving Credit Facility bear interest at a variable rate per annum equal to the applicable rate plus margin (as defined in the Amended Credit Agreement).

As of December 31, 2025, no borrowings were outstanding under the Credit Facilities, and the Company was in compliance with all covenants under the Amended Credit Agreement.

| Contractual Obligations1 | ​ | $ | 570,233 | ​ | $ | 318,009 | ​ | $ | 192,465 | ​ | $ | 59,322 | ​ | $ | 437 |

| Finance Leases | ​ | | 2,048 | ​ | | 2,019 | ​ | | 23 | ​ | | 6 | ​ | | — |

| Operating Leases | ​ | | 63,959 | ​ | | 14,168 | ​ | | 25,218 | ​ | | 17,576 | ​ | | 6,997 |

| Purchase Commitments2 | ​ | | 216,598 | ​ | | 196,882 | ​ | | 19,716 | ​ | | — | ​ | | — |

| ​ | ​ | $ | 852,838 | ​ | $ | 531,078 | ​ | $ | 237,422 | ​ | $ | 76,904 | ​ | $ | 7,434 |

For the year ended December 31, 2025, no impairment charges were recorded to indefinite-lived intangible assets.

| ● | our ability to sustain and/or surpass the current level of sales of our products, to adapt to changing consumer preferences, and to effectively respond to competitive products and pricing pressures; |

| ● | the impact of the current U.S. presidential administration’s policies on our energy drinks due to concerns about sugar-sweetened beverages, particular ingredients, such as food dyes, and the “generally recognized as safe” (GRAS) process; |

| ● | the impact of proposed or adopted domestic and/or foreign legislation to limit or restrict the sale of energy drinks (including the prohibition of the sale of energy drinks to certain demographics, at certain establishments, in certain container sizes or pursuant to certain governmental programs, such as the Supplemental Nutrition Assistance Program (SNAP)); |

| ● | the impact of changes in U.S. trade policies, including the imposition of additional tariffs; |

| ● | the impact of adverse changes in our costs, supply chain, inflation or consumer demand for our products; |

| ● | the imposition of new and/or increased excise sales and/or other taxes on our products; |

| ● | the effects of unilateral decisions by bottlers/distributors and/or retailers on our business, including their distribution and placement of our products, their consolidation, their discontinuation, or restriction of the range of, all or any of our products that they carry, their limitations on the sale or sizes of our products and/or their allocation of less resources to the sale of our products; |

| ● | changes in the price and/or availability of raw materials and other supply chain issues, such as the availability of products, suitable production facilities and/or co-packing arrangements; |

| ● | possible recalls of our products and/or the consequences and costs of defective production; |

| ● | disruption to our manufacturing facilities and operations related to climate, labor, production difficulties, capacity limitations, regulations or other causes; |

| ● | disruption to and/or lack of effectiveness of our information technology systems, including internal and external cybersecurity threats and breaches; |

| ● | liabilities resulting from legal or regulatory proceedings, government investigations, and/or injunctions; |

| ● | the current uncertainty and volatility in the national and global economy and changes in demand due to such economic conditions, including a slowdown in consumer spending generally; and |

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

We also develop, market, sell and distribute still and sparkling waters under the Monster Tour Water® brand name.

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

Principal uses of cash flows in 2024 were purchases of treasury stock and purchases of real property, property and equipment.

| | ● | our entry into the alcohol category and development of our alcohol portfolio. |

Net sales were $2.77 billion and $2.53 billion for the years ended December 31, 2024 and 2023, respectively, in EMEA, Asia Pacific (including Oceania), Latin America and the Caribbean.

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.

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.

Operating income for the year ended December 31, 2024 decreased primarily due to the Alcohol Impairment Charges partially offset by an increase in gross profit.

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 and other income (expense), net included a gain on transaction of $45.4 million related to the acquisition of Bang Energy (“Bang Transaction Gain”) for the year ended December 31, 2023.

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

| ​ | | 2024 | | | 2023 | | | 2022 | |

1_For the year ended December 31, 2022, effectively from February 17, 2022 to December 31, 2022._

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

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

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.

| ​ | | 2024 | | | 2023 | | | 2022 | |

For the year ended December 31, 2023, cash used in investing activities included $363.4 million related to the acquisition of Bang Energy.

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

| 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 |

The Company amortizes its trademarks with finite useful lives over their respective useful lives.

For the year ended December 31, 2022, an impairment charge of $2.2 million was recorded to intangibles.

| ● | Lack of anticipated demand for our products in domestic and/or international markets; |

| --- | --- |

| ● | Our ability to sustain the current level of sales of and/or achieve growth for our Monster Energy®, Reign Total Body Fuel®, Reign Storm®, Bang Energy® and NOS® brand energy drinks and/or our other products, including our Strategic Brands and Alcohol Brands; |

| ● | Decreased demand for our products resulting from changes in consumer preferences, including, but not limited to: changes in demand for different packages, sizes and configurations; changes due to perceived health concerns such as obesity, ingredients in our products or packaging, and alcohol abuse; changes due to product safety concerns; and/or changes due to decreased consumer discretionary spending power; |

| ● | The impact on our business of competitive products and pricing pressures and our ability to increase or maintain our market share as a result of actions by competitors, including unsubstantiated and/or misleading claims, false advertising claims and tortious interference, as well as competitors selling misbranded products; |

| ● | Our ability to recognize the anticipated benefits of the acquisition of the Bang Energy® business; |

| ● | Our ability to rationalize brands acquired from Monster Brewing Company; |

| ● | Our ability to achieve profitability within our Alcohol Brands segment; |

| ● | The impact of rising costs, interest rates, and inflation on the discretionary income of our consumers; |

| ● | 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; |

| ● | Fluctuations in growth and/or growth rates (positive or negative) of the domestic and international energy drink categories generally, including in the convenience and gas channel (which is our largest channel) and the impact on demand for our products resulting from deteriorating economic conditions and/or financial uncertainties, including a slowdown in consumer spending generally or reduced demand for consumer goods; |

Our net sales to customers outside of the United States were approximately [removed: 40%] [added: 41%] and [removed: 38%] [added: 40%] of consolidated net sales for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

During the year ended December 31, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] have terms of three months or less.

We [removed: have] [added: generally do] not [removed: designated] [added: 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 [removed: income (expense),] [added: 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, [removed: 2024] [added: 2025] to be significant.

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

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, [removed: Nasty] Beast® [removed: Hard Tea] [added: Tea, Blind Lemon®, Blinder LemonTM] and [removed: a host of] other brands.

According to Beverage Marketing Corporation, domestic U.S. wholesale sales in [removed: 2024] [added: 2025] for the “alternative” beverage category of the market are estimated at approximately [removed: $74.2] [added: $76.8] billion, representing an increase of approximately [removed: 1.1%] [added: 2.4%] over estimated domestic U.S. wholesale sales in [removed: 2023] [added: 2024] of approximately [removed: $73.4] [added: $75.0] billion.

[removed: 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.

[removed: 2024] [added: 2025] Product Introductions

During [removed: 2024,] [added: 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 [removed: 2024,] [added: 2025,] we sold the following new products to our customers:

| | ● | Monster Energy® Ultra [added: Red White &] Blue [removed: Hawaiian] [added: Razz] |

| | ● | Monster Energy® Ultra [removed: Vice Guava®] [added: Punk PunchTM] |

| | ● | [removed: Mother®] [added: Monster Energy®] Orange [removed: Dreamsicle] [added: Dreamsicle®] |

| | ● | Reign Total Body Fuel® [removed: Sour Gummy Worm] [added: White Haze] |

Those products or product lines discontinued in [removed: 2024,] [added: 2025,] 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® [added: Strawberry Shot, Monster Energy®] Zero Sugar, [added: Monster Energy® Zero Sugar Strawberry Shot,] Lo-Carb Monster Energy®, Monster Assault®, Juice Monster® Aussie Style LemonadeTM, [removed: Juiced] [added: Juice] Monster® Bad Apple®, Juice Monster® Khaotic®, Juice Monster® Mango Loco®, Juice Monster® Pacific Punch®, Juice Monster® Papillon® (Juiced Monster® Monarch in certain countries), Juice Monster® Pipeline Punch®, Juice Monster® Ripper®, Juice Monster® Rio PunchTM, Juice Monster® Viking BerryTM, [added: Juice Monster® Voodoo Grape,] Monster Energy® Import, Monster Energy® [added: Electric BlueTM, Monster Energy®] Export, [added: Monster Energy® Lando Norris Zero Sugar, Monster Energy® Orange Dreamsicle®,] M3(stylized)®, Monster Energy Zero Ultra®, Monster Energy Ultra Black®, Monster Energy Ultra Blue®, Monster Energy® Ultra 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 [added: Energy® Ultra Punk PunchTM, Monster] Energy Ultra Red®, Monster [added: Energy® Ultra Red White & Blue Razz, Monster] Energy Ultra Rosa®, Monster Energy® Ultra Strawberry Dreams®, Monster Energy® Ultra Sunrise®, Monster Energy® Ultra Vice Guava®, Monster Energy Ultra Violet®, Monster Energy Ultra® Watermelon, Monster [added: Energy Ultra® Wild Passion, Monster] Energy® Mixxd Punch, Monster Energy® Valentino [removed: Rossi,] [added: Rossi Zero Sugar,] Monster Energy® Zero Sugar Full Throttle, Monster® (stylized) Reserve [removed: Kiwi Strawberry, Monster® (stylized) Reserve] Orange [removed: Dreamsicle®,] [added: Dreamsicle® and] Monster® (stylized) Reserve Peaches N’ [removed: Crème, Monster® (stylized) Reserve Watermelon and Monster® (stylized) Reserve White Pineapple.][added: Crème.]

_Java Monster® Coffee + Energy Drinks_ – a line of non-carbonated [removed: dairy based] [added: dairy-based] coffee + energy drinks.

We offer the following energy drink under the [removed: Monster Energy® Nitro] [added: BU®] product line: [removed: Super Dry.][added: Original.]

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

_Reign Total Body Fuel® High Performance Energy Drinks_ – a line of [removed: high performance] [added: high-performance] energy drinks with BCAA’s, B vitamins, electrolytes and CoQ10 with zero sugar.

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

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

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

We offer the following energy drinks under the BPM® product line: Focus Berry Red, [removed: Focus Mango] [added: Fruit Punch] and [removed: Revive Peach.][added: White Citrus.]

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

We offer the following energy drinks under the [removed: BU®] [added: Fury_®_] product line: [removed: Island Punch] [added: Gold Strike®] and [removed: Original.][added: Mango Mayhem®.]

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

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

We offer the following energy [removed: drink] [added: drinks] under the [removed: Fury®] [added: Predator®] product line: Gold [removed: Strike® and] [added: Strike®,] Mango [removed: Mayhem®.][added: Mayhem®, Mean Green®, Purple Rain®, Red Apple, Spicy Ginger, Tropical and Wild Berry.]

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

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

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

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

_Play® and Power [removed: Play® (stylized)_] [added: Play__®_ _(stylized)_] – a line of carbonated energy drinks.

We offer the following energy drinks under the Play_®_ and Power Play® (stylized) product line: Apple Kiwi, [removed: Fruit Punch,] Mango, Passion Fruit, [removed: Peach,] Original and Sugar Free.

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

We offer the following energy drinks under the Relentless® product line: [removed: Cherry,] Fruit Punch, [removed: Origin and] [added: Guava, Origin,] Raspberry Zero [removed: Sugar.][added: Sugar and White Citrus.]

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

We offer the following energy drinks under the Ultra Energy® product line: Apple Kiwi, Citrus Peach, Fruit Punch, [removed: Original and] [added: Original,] Passion [removed: Punch.][added: Punch and White Citrus.]

[removed: _Nasty Beast® Hard] [added: _Beast®] Tea –_ a line of FMBs.

We offer the following flavors under the [removed: Nasty] Beast® [added: Tea] brand family: Green Tea, Original, Peach and Tea + Lemonade.

We may also evaluate, and [removed: where considered] [added: as] appropriate, introduce additional types of consumer products we consider to be complementary to our existing products and/or to which our brand names are able to add value.

In [removed: 2024,] [added: 2025,] we continued to outsource the manufacturing process for the majority of our finished goods energy drink products to third-party bottlers and contract packers.

In some cases, we sell ready-to-drink packaged drinks

| | ● | 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® Strawberry Shot |

| | ● | 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 |

| | ● | Relentless® Guava |

| | ● | Ultra Energy® White Citrus |

| | ● | Blind Lemon® Cherry Lemonade |

| | ● | Blind Lemon® Original Lemonade |

| | ● | Blind Lemon® Peach Lemonade |

| | ● | Blind Lemon® Strawberry Lemonade |

| | ● | Blinder LemonTM Original Lemonade |

| | ● | Blinder LemonTM Strawberry Lemonade |

_Monster Energy® Nitro_ – a carbonated energy drink containing nitrous oxide offered in the following flavor: Super Dry.

_Blind Lemon® –_ a line of FMBs.

We offer the following flavors under the Blind Lemon® brand family: Cherry Lemonade, Original Lemonade, Peach Lemonade and Strawberry Lemonade.

_Blinder Lemon_TM _–_ a line of FMBs.

We offer the following flavors under the Blinder LemonTM brand family: Original Lemonade and Strawberry Lemonade.

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

AFF is our primary flavor supplier.

Café, International Delight, Slate, Victor Allen’s Coffee, Kitu Super Coffee, Stumptown Coffee Roasters, Stok, Nescafé and other private label brands.

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

The U.S. Administration released the latest Dietary Guidelines for Americans in January 2026, which urge the consumption of whole foods and the avoidance of highly processed foods, and recommended limiting beverages such as soda, fruit drinks, and energy drinks.

Bills that would change the GRAS process have also been introduced in the U.S. Congress and some state legislatures.

If implemented, changes to the GRAS process could affect the way Monster assesses the GRAS status of ingredients we use in our products.

Some states have passed laws and

regulations that would prohibit certain food ingredients or require notices or warnings on food labels about the presence of certain ingredients.

For example, West Virginia enacted legislation in 2025 that includes a ban on seven color additives and two preservatives products marketed to the general public; however, such portion of the law was challenged, and the court has granted a preliminary injunction, staying the ban pending the outcome of the legal challenge.

We also develop, market, sell and distribute still and sparkling waters under the Monster Tour Water® brand name.

_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.

| | ● | Bang Energy® Sour Ropes |

| | ● | Burn® Guava |

| | ● | Java Monster® Irish Crème |

| | ● | Juice Monster® Rio PunchTM |

| | ● | Juice Monster® Viking BerryTM |

| | ● | Juiced Monster® Bad Apple® |

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

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

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

| | ● | Monster® Reserve Peaches N’ Crème |

| | ● | 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 Storm® Mango |

| | ● | Reign Storm® Strawberry Apricot |

| | ● | Reign Storm® Tropical |

| | ● | Relentless® Fruit Punch |

| | ● | The BeastTM Gnarly GrapeTM |

| | ● | The Beast TM Killer SunriseTM |

| | ● | The BeastTM Pink PoisonTM |

| | ● | Ultra Energy® Fruit Punch |

_Monster Energy® Nitro_ – a line of carbonated energy drinks containing nitrous oxide.

_Monster Tour Water® –_ a line of deep well still and sparkling waters.

_Reign Inferno® Thermogenic Fuel High Performance Energy Drinks_ – a line of high performance energy drinks with a thermogenic performance blend in addition to BCAA’s, B vitamins, electrolytes, and CoQ10 with zero sugar.

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

We offer the following energy drinks under the Predator® product line: Gold Strike®, Mango Mayhem®, Mean Green®, Purple Rain®, Red Apple, Spicy Ginger and Tropical.

We also began production at our facility in Norwalk, CA in January 2024.

AFF is the primary flavor supplier for our Monster Energy® brand energy drinks.

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

In Mexico, the States of Tabasco and Oaxaca prohibit the sale of energy drinks to minors and the consumption in schools; Colima prohibits the sale of energy drinks in private and public schools.

As of December 31, 2024, approximately 48% of our U.S. employees are from one or more underrepresented groups, including, but not limited to, Black, Latino, Asian, Pacific Islander, Native American and other Indigenous tribes and approximately 36% of our U.S. employees are female.

From time to time in the normal course of business, the Company is named in litigation, including [added: 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.

As of December 31, [added: 2025 and] 2024, [removed: $16.8] [added: $36.2] million [added: and $16.8 million, respectively,] of loss contingencies were included in the Company’s accompanying consolidated balance [removed: sheet.][added: sheets.]

As of December 31, 2023, $0.3 million of loss contingencies were included in the Company’s accompanying consolidated balance sheet.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| Delaware | [added: ​ ​ ​] | 47-1809393 |

(Address of principal executive [removed: offices)(Zip] [added: offices) (Zip] Code)

| Title of each class | [added: ​ ​ ​] | Trading Symbol(s) | [added: ​ ​ ​] | Name of each exchange on which registered |

| Large accelerated filer [removed: ☒] [added: ☑] | [added: ​ ​ ​] | Accelerated filer ☐ |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $45,414,209,071] [added: $56,505,471,480] computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June 30, [removed: 2024,] [added: 2025,] 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: 14, 2025] [added: 13, 2026] was [removed: 973,158,896] [added: 978,270,734] 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: 2025] [added: 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, [removed: 2024.][added: 2025.]

| ​ | [added: ​ ​ ​] | [PART I](#PARTI_926281) | ​ |

| [1A.](#ITEM1ARISKFACTORS_382207) | ​ | [Risk Factors](#ITEM1ARISKFACTORS_382207) | [removed: 19] [added: 18] |

| [1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | ​ | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | [removed: 37] [added: 36] |

| [1C.](#ITEM1CCYBERSECURITY_492000) | ​ | [Cybersecurity](#ITEM1CCYBERSECURITY_492000) | [removed: 37] [added: 36] |

| [2.](#ITEM2PROPERTIES_652488) | ​ | [Properties](#ITEM2PROPERTIES_652488) | [removed: 38] [added: 37] |

| [6.](#ITEM6SELECTEDFINANCIALDATA_497581) | ​ | [\[Reserved\]](#ITEM6SELECTEDFINANCIALDATA_497581) | [removed: 41] [added: 40] |

| [7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 41] [added: 40] |

| [7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | ​ | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 61] [added: 58] |

| [8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | ​ | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 62] [added: 58] |

| [9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 62] [added: 58] |

| [9A.](#ITEM9ACONTROLSANDPROCEDURES_106507) | ​ | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_106507) | [removed: 62] [added: 59] |

| [9B.](#ITEM9BOTHERINFORMATION_368767) | ​ | [Other Information](#ITEM9BOTHERINFORMATION_368767) | [removed: 64] [added: 61] |

| [9C](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC). | ​ | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | [removed: 64] [added: 62] |

| [10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | ​ | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 65] [added: 63] |

| [11.](#ITEM11EXECUTIVECOMPENSATION_330828) | ​ | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_330828) | [removed: 65] [added: 63] |

| [12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 66] [added: 64] |

| [13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 66] [added: 64] |

| [14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | ​ | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 66] [added: 64] |

| [15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | ​ | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [removed: 67] [added: 65] |

| [16.](#ITEM16FORM10KSUMMARY_855159) | ​ | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_855159) | [removed: 67] [added: 65] |

| ​ | ​ | [Signatures](#SIGNATURES_717339) | [removed: 70] [added: 68] |

​

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

Management plays a central role in our [removed: information security] [added: 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.

In addition, we engage a range of cybersecurity experts, including cybersecurity auditors, assessors, and consultants, in evaluating and testing our [removed: risk management systems.][added: security controls and processes.]

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

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

Our [removed: information security] [added: cybersecurity] leadership team has more than [removed: 20] [added: 40] years of combined experience in cyber and information security matters.

Our [removed: information security] [added: cybersecurity] program is also supported by our Chief Compliance Officer and other members of senior management.

Moreover, [added: 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 [added: 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 [removed: security] [added: data and cybersecurity] standards.

Our [removed: information security] [added: cybersecurity] team promptly informs our Incident Response Team of potentially material cybersecurity incidents, including with respect to [added: such incidents involving] our third-party service providers.

The Chief Information Officer briefs our [removed: Co-Chief] [added: Chief] Executive [removed: Officers] [added: Officer] and reports to the Audit Committee.

The Audit Committee, in turn and if appropriate, briefs the Board on, among other matters, [added: potentially material cybersecurity incidents,] our cyber risks and threats, the status of projects to strengthen our [removed: information security] [added: enterprise] systems (such as employee cybersecurity training), an assessment of the [removed: information security] [added: 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 [removed: all] matters related to strengthening our cybersecurity posture and providing [added: cybersecurity] governance.

For [removed: a] [added: additional] discussion regarding [removed: risks from] cybersecurity [removed: threats that are reasonably likely to affect the Company,] [added: risks and potential related impacts on us,] see “Part I, Item 1A – Risk Factors – Our use of information technology exposes us to [added: the risk of] cybersecurity [removed: attacks] [added: incidents] and other interruptions that could disrupt our business operations and adversely impact our reputation and results of operations,” “Cybersecurity [removed: attacks,] [added: 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 [added: 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.”

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.

As of February [removed: 14, 2025,] [added: 13, 2026,] our principal properties include the following:

[added: | | ● |] 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 [removed: building.][added: building; |]

[added: | | ● |] Our owned Southern California warehouse and distribution center is located in Rialto, California, which is LEED [removed: certified.][added: certified; |]

[removed: During 2023, we acquired a] [added: | | ● | Our owned] beverage production [removed: facility] [added: facilities] in Phoenix, Arizona, [removed: to] [added: and Norwalk, California, where we] manufacture certain of our energy drink [removed: products.][added: products; |]

[removed: During 2019, we acquired a] [added: | | ● | Our] manufacturing [removed: plant] [added: plants] and adjoining land in Athy, County Kildare, [removed: Ireland to produce and supply] [added: Ireland, which produces certain] ingredients, including flavors, for certain of our international [removed: markets.][added: markets; and |]

[removed: In December 2024, we substantially completed construction of this] [added: | | ● | Our] production [removed: facility,] [added: facility in San Fernando, California,] which produces certain ingredients, including flavors, for our U.S. market and certain of our international markets. [added: |]

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

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

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

| | ● | Our two owned office buildings located in Uxbridge, United Kingdom; |

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

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

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

During 2022, we acquired certain real property and equipment in Norwalk, California.

We utilize the property as a manufacturing facility for certain of our products.

Manufacturing commenced in January 2024.

During 2020, we purchased a three-story office building located in Uxbridge, United Kingdom.

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

In 2024, we acquired additional land adjoining the property and completed the construction of a new manufacturing plant thereon.

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

As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 973,158,896] [added: 978,270,734] shares of the Company’s common stock outstanding held by approximately [removed: 181] [added: 185] holders of record.

During the year ended December 31, [removed: 2024,] [added: 2025,] no shares were repurchased under the August 2024 Repurchase Plan.

As of February [removed: 27, 2025,] [added: 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 [removed: 27, 2025.][added: 26, 2026.]

During the year ended December 31, [removed: 2024, 0.4] [added: 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 [removed: $23.1] [added: $103.6] million.

Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, [removed: 2024.][added: 2025.]

The following tabular summary reflects the Company’s repurchase activity during the quarter ended December 31, [removed: 2024.][added: 2025.]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | [removed: ​ |] Value) of Shares that | [added: |]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares Purchased | ​ | [removed: ​ |] May Yet Be Purchased | [added: |]

| ​ | ​ | of Shares | ​ | Average Price | | ​ | Announced Plans | ​ | Programs [removed: (In] | |

| Period | [added: ​ ​ ​] | [removed: Purchased] [added: Purchased1] | [added: ​ ​ ​] | per Share | | [added: ​ ​ ​] | or [removed: Programs1] [added: Programs2] | [added: ​ ​ ​] | [added: (In] thousands) | |

| Oct 1 – Oct 31, [removed: 2024] [added: 2025] | ​ | [removed: —] [added: 471] | ​ | $ | [removed: —] [added: 67.53] | ​ | — | ​ | $ | 500,000 |

| Dec 1 – Dec 31, [removed: 2024] [added: 2025] | | — | ​ | $ | — | | — | ​ | $ | 500,000 |

[removed: 1 _On] [added: 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 [removed: repurchased.][added: repurchased._]

[removed: ][added: ]

Cumulative total return assumes an initial investment of $100 on December 31, [removed: 2019.][added: 2020.]

| Nov 1 – Nov 30, 2025 | | 812,753 | ​ | $ | 73.45 | ​ | — | ​ | $ | 500,000 |

| Total | | 813,224 | ​ | $ | 73.44 | | — | ​ | $ | 500,000 |

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._

On 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 “November 2022 Repurchase Plan”).

During the year ended December 31, 2024, the Company purchased approximately 4.6 million shares of common stock at an average purchase price of $51.67 per share, for a total amount of approximately $239.6 million, which exhausted the availability under the November 2022 Repurchase Plan.

On November 7, 2023, 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 “November 2023 Repurchase Plan”).

During the year ended December 31, 2024, the Company purchased approximately 10.6 million shares of common stock at an average purchase price of $47.16 per share, for a total amount of approximately $500.0 million, which exhausted the availability under the November 2023 Repurchase Plan.

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

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.

The information required to be furnished in response to this Item 8 follows the signature page and Index to Exhibits hereto at pages [removed: 72] [added: 69] through [removed: 118.][added: 109.]

_Evaluation of Disclosure Controls and Procedures_ – Under the supervision and with the participation of the Company’s management, including our [removed: Co-Chief] [added: Chief] Executive [removed: Officers] [added: 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 [removed: Co-Chief] [added: Chief] Executive [removed: Officers] [added: 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.

Under the supervision and with the participation of our management, including our [removed: Co-Chief] [added: Chief] Executive [removed: Officers] [added: Officer] and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 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, [removed: 2024.][added: 2025.]

Our internal control over financial reporting as of December 31, [removed: 2024] [added: 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, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

To the Stockholders and the Board of Directors of Monster Beverage Corporation [removed: and Subsidiaries]

We have audited Monster Beverage Corporation and [removed: Subsidiaries’] [added: subsidiaries’] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework),] [added: framework)] (the COSO criteria).

In our opinion, Monster Beverage Corporation and [removed: Subsidiaries] [added: subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 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 [removed: Monster Beverage Corporation and Subsidiaries] [added: the Company] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index [removed: in] [added: at] Item 15(a) [removed: (collectively referred to as the “financial statements”) of the Company] and our report dated February [removed: 28, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.

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 [removed: “Management’s Annual] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting”.][added: Reporting.]

| February 26, 2026 | ​ |

| February 28, 2025 | ​ |

During the three-months ended December 31, [removed: 2024,] [added: 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).

_Trading Arrangements_

_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.

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: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2024] [added: 2025] (the [removed: “2025] [added: “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 [removed: 2025] [added: 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 [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 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 [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

| ​ | [added: ​ ​ ​] | [removed: [Reports] [added: [Report] of Independent Registered Public Accounting [removed: Firms](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU)] [added: Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU)] (PCAOB ID No. [removed: 42 and PCAOB ID No. 34)] [added: 42)] | [added: ​ ​ ​] | [removed: 73] [added: 70] |

| ​ | ​ | [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#BALANCESHEETS_625207)] [added: 2024](#BALANCESHEETS_625207)] | ​ | [removed: 76] [added: 72] |

| ​ | ​ | [Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#CONSOLIDATEDSTATEMENTSOFINCOME_622029)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFINCOME_622029)] | ​ | [removed: 77] [added: 73] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#COMPREHENSIVEINCOME_444106)] [added: 2023](#COMPREHENSIVEINCOME_444106)] | ​ | [removed: 78] [added: 74] |

| ​ | ​ | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#EQUITY_813398)] [added: 2023](#EQUITY_813398)] | ​ | [removed: 79] [added: 75] |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#CASHFLOWS_256883)] [added: 2023](#CASHFLOWS_256883)] | ​ | [removed: 80] [added: 76] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#a1ORGANIZATIONANDSUMMARYOFSIGNIFICANTACC) | ​ | [removed: 82] [added: 78] |

| ​ | ​ | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#SCH)] [added: 2023](#SCH)] | ​ | [removed: 118] [added: 109] |

| [removed: 10.5+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d4.htm) |

| [removed: 10.6+] [added: 10.13+] | [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: 10.7+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000086575211000006/e101.htm) |

| [removed: 10.8+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e101.htm) |

| [removed: 10.9+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000086575214000005/e102.htm) |

| [removed: 10.13+] [added: 10.21+] | [Form of [removed: 2020] Annual Incentive Award Agreement for grants under the Monster Beverage Corporation [removed: 2011] [added: 2020] Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to our Form 10-Q dated May [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920058939/mnst-20200331xex10d1.htm)] [added: 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d2.htm)] |

| [removed: 10.14+] [added: 10.22+] | [Form of Performance Share Unit Award Agreement for grants under the Monster Beverage Corporation [removed: 2011] [added: 2020] Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to our Form 10-Q dated May [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920058939/mnst-20200331xex10d2.htm)] [added: 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d3.htm)] |

| [removed: 10.15+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d13.htm) |

| [removed: 10.16+] [added: 10.23+] | [Form of Restricted Stock Unit [added: Award] Agreement [removed: of Co-Chief Executive Officers] for grants under the Monster Beverage Corporation [removed: 2011] [added: 2020] Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.14] [added: 10.4] to our Form [removed: 10-K] [added: 10-Q] dated [removed: March 1, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d14.htm)] [added: May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d4.htm)] |

| [removed: 10.17+] [added: 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, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920049271/tm202064-1_def14a.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/865752/000110465920049271/tm202064-1_def14a.htm#g_004)] |

| [removed: 10.18+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000110465922057028/mnst-20220331xex10d1.htm) |

| [removed: 10.19+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000110465917040692/a17-15453_1ex4d2.htm) |

| [removed: 10.20+] [added: 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).](https://www.sec.gov/Archives/edgar/data/865752/000110465918014057/a18-1123_1ex10d14.htm) |

| [removed: 10.21+] [added: 10.20+] | [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: 10.22+] [added: 10.24+] | [Form of [removed: Annual Incentive] [added: 2025 Stock Option] 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 [removed: 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d2.htm)] [added: 9, 2025).](https://www.sec.gov/Archives/edgar/data/865752/000141057825001122/mnst-20250331xex10d2.htm)] |

| [removed: 10.23+] [added: 10.26+] | [Form of [added: 2025] Performance Share Unit Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to our Form 10-Q dated May [removed: 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d3.htm)] [added: 9, 2025).](https://www.sec.gov/Archives/edgar/data/865752/000141057825001122/mnst-20250331xex10d4.htm)] |

| [removed: 10.24+] [added: 10.25+] | [Form of [added: 2025] Restricted Stock Unit Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.3] to our Form 10-Q dated May [removed: 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d4.htm)] [added: 9, 2025).](https://www.sec.gov/Archives/edgar/data/865752/000141057825001122/mnst-20250331xex10d3.htm)] |

| [removed: 19.1*] [added: 19.1] | [Monster Beverage Corporation Insider Trading Policy, effective as of June 22, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex19d1.htm)] [added: 2023 (incorporated by reference to Exhibit 19.1 to our Form 10-K dated February 28, 2025).](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex19d1.htm)] |

| [removed: 21*] [added: 21.1*] | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex21.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex21d1.htm)] |

| 23.1* | [Consent of [removed: Deloitte] [added: Ernst] & [removed: Touche] [added: Young] LLP, independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex23d1.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex23d1.htm)] |

| 31.1* | [Certification by [removed: Co-Chief] [added: 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/865752/000141057825000248/mnst-20241231xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex31d1.htm)] |

| 31.2* | [Certification by [removed: Co-Chief Executive] [added: 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/865752/000141057825000248/mnst-20241231xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex31d2.htm)] |

| [removed: 31.3*] [added: 32.2*] | [Certification by Chief Financial Officer pursuant to [removed: Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934,] [added: 18 U.S.C. Section 1350,] as adopted pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex31d3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex32d2.htm)] |

| 32.1* | [Certification by [removed: Co-Chief] [added: 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/865752/000141057825000248/mnst-20241231xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex32d1.htm)] |

| [removed: 97] [added: 97.1+] | [Monster Beverage Corporation Clawback Policy, effective as of December 1, 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: 2024] [added: 2025] are furnished herewith, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] 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: 2024,] [added: 2025,] formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. |

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

[removed: | ​ | ​ |] [added: Sacks,] Chairman of the Board of [removed: | ​ | ​ |][added: Directors.]

| ​ | ​ | Directors and [removed: Co-Chief] [added: Chief] | ​ | ​ |

| /s/ HILTON H. SCHLOSBERG | ​ | Hilton H. Schlosberg | ​ | Date: February [removed: 28, 2025] [added: 26, 2026] |

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

| Signature | [added: ​ ​ ​] | Title | [added: ​ ​ ​] | Date |

| /s/ RODNEY C. SACKS | ​ | Chairman of the Board of [added: Directors] | ​ | February [removed: 28, 2025] [added: 26, 2026] |

| [removed: ​] [added: Hilton H. Schlosberg] | ​ | [added: and Chief Executive] Officer (principal [removed: executive officer)] | ​ | ​ |

| /s/ HILTON H. SCHLOSBERG | ​ | Vice Chairman of the Board of Directors | ​ | February [removed: 28, 2025] [added: 26, 2026] |

| /s/ THOMAS J. KELLY | ​ | Chief Financial Officer (principal financial | ​ | February [removed: 28, 2025] [added: 26, 2026] |

| /s/ ANA DEMEL | ​ | Director | ​ | February [removed: 28, 2025] [added: 26, 2026] |

| /s/ JAMES L. DINKINS | ​ | Director | ​ | February [removed: 28, 2025] [added: 26, 2026] |

| /s/ WILLIAM W. DOUGLAS III | ​ | Director | ​ | February [removed: 28, 2025] [added: 26, 2026] |

| 10.3.1 | [Amendment 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).](https://www.sec.gov/Archives/edgar/data/865752/000110465925107944/mnst-20250930xex10d1.htm) |

| 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).](https://www.sec.gov/Archives/edgar/data/865752/000110465925022230/tm258762d1_ex10-1.htm) |

| 10.8*+ | [Amended and Restated Employment Agreement between Monster Energy Company and Emelie Tirre.](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex10d8.htm) |

| 10.9*+ | [Amended and Restated Employment Agreement between Monster Energy Company and Rob Gehring.](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex10d9.htm) |

| 10.27*+ | [Monster Beverage Corporation Executive Severance Plan, effective as of February 25, 2025.](https://www.sec.gov/Archives/edgar/data/865752/000110465926020831/mnst-20251231xex10d27.htm) |

| /s/ THOMAS J. KELLY | ​ | Thomas J. Kelly | ​ | Date: February 26, 2026 |

| ​ | ​ | Chief Financial Officer | ​ | ​ |

| February 26, 2026 | ​ |

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| Cash and cash equivalents | ​ | $ | 2,088,117 | ​ | $ | 1,533,287 |

| INVESTMENTS | ​ | | 487,329 | | | — |

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

| Stock options/awards | ​ | 6,577 | ​ | ​ | 33 | ​ | ​ | 164,535 | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 164,568 |

| Repurchase of common stock | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | (1,543) | ​ | ​ | (103,646) | ​ | ​ | (103,646) |

| Net gain (loss) on commodity derivatives | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 45,512 | ​ | — | ​ | ​ | — | ​ | ​ | 45,512 |

| Net income | | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,905,432 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 1,905,432 |

| Balance, December 31, 2025 | | 1,132,906 | ​ | $ | 5,665 | ​ | $ | 5,430,847 | ​ | $ | 9,354,216 | ​ | $ | (60,841) | ​ | (154,793) | ​ | $ | (6,475,779) | ​ | $ | 8,254,108 |

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 (In Thousands)

| Net income | ​ | $ | 1,905,432 | ​ | $ | 1,509,048 | ​ | $ | 1,630,988 |

The allowance is limited by the amount that the

a write-down is recorded.

For the year ended December 31, 2025, no impairment charges were recorded to indefinite-lived intangibles.

2024.

In November 2024, the FASB issued ASU 2024-03, _Disaggregation of Income Statement Expenses_.

In September 2025, the FASB issued ASU 2025-06, _Targeted Improvements to the Accounting for Internal-Use Software_.

The amendments in this update require internal-use software development cost capitalization to begin when both of the following occur: management has authorized and committed to funding the software project, and it is probable that the project will be completed and that the software will be used to perform its intended function.

The amendments also eliminate the accounting considerations of software development stages.

2.REVENUE RECOGNITION

| Monster Energy® Drinks | ​ | $ | 4,704,483 | ​ | $ | 1,702,767 | ​ | $ | 581,290 | ​ | $ | 677,331 | ​ | $ | 7,665,871 |

| Strategic Brands | ​ | | 208,452 | ​ | | 196,801 | ​ | | 42,823 | ​ | | 20,640 | ​ | | 468,716 |

| Alcohol Brands | ​ | ​ | 134,720 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 134,720 |

| Other | ​ | | 25,036 | ​ | | — | ​ | | — | ​ | | — | ​ | | 25,036 |

| Total Net Sales | ​ | $ | 5,072,691 | ​ | $ | 1,899,568 | ​ | $ | 624,113 | ​ | $ | 697,971 | ​ | $ | 8,294,343 |

| Net Sales | ​ ​ ​ | Canada | | ​ ​ ​ | EMEA1 | | ​ ​ ​ | Oceania) | | ​ ​ ​ | Caribbean | | ​ ​ ​ | Total | |

| Net Sales | ​ ​ ​ | Canada | | ​ ​ ​ | EMEA1 | | ​ ​ ​ | Oceania) | | ​ ​ ​ | Caribbean | | ​ ​ ​ | Total | |

3.INVESTMENTS

| Commercial paper | ​ | $ | 90,418 | ​ | $ | 1 | ​ | $ | — | ​ | $ | 90,419 | ​ | $ | — | ​ | $ | — |

| U.S. treasuries | ​ | ​ | 489,007 | ​ | | 492 | ​ | | — | ​ | | 489,499 | ​ | | — | ​ | | — |

| Corporate bonds | ​ | ​ | 83,639 | ​ | ​ | 124 | ​ | ​ | — | ​ | ​ | 83,763 | ​ | ​ | — | ​ | ​ | — |

| U.S. treasuries | ​ | ​ | 259,613 | ​ | ​ | 353 | ​ | ​ | — | ​ | ​ | 259,966 | ​ | ​ | — | ​ | ​ | — |

| 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) |

| 23.2* | [Consent of Ernst & Young LLP, independent registered public accounting firm](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex23d2.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 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 2002](https://www.sec.gov/Archives/edgar/data/865752/000141057825000248/mnst-20241231xex32d3.htm) |

MONSTER BEVERAGE CORPORATION

| ​ | ​ | Executive Officer | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

| Rodney C. Sacks | ​ | Directors and Co-Chief Executive | ​ | ​ |

| Hilton H. Schlosberg | ​ | and Co-Chief Executive Officer (principal | ​ | ​ |

| /s/ GARY P. FAYARD | ​ | Director | ​ | February 28, 2025 |

| Gary P. Fayard | ​ | ​ | ​ | ​ |

Report of Independent Registered Public Accounting Firm

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.

Additionally, as described in Note 1, in 2023 the Company’s Board of Directors approved a two-for-one stock split distributed in the form of a stock dividend, and all references to number of shares and per share information in the consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis.

We have also audited the adjustments that were retrospectively applied to restate the number of shares and per share information reflected in the 2022 consolidated financial statements.

In our opinion, the adjustments for the change in accounting principle and stock split described above are appropriate and have been properly applied.

However, we were not engaged to audit, review, or apply any procedures to the 2022 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2022 consolidated financial statements taken as a whole.

These financial statements are the responsibility of the Company’s management.

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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

| February 28, 2025 | ​ |

To the Board of Directors and Stockholders of

Corona, California

Opinion on the Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the stock split and segment disclosures required by Accounting Standards Update 2023-07, _Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07)_, as discussed in Note 1 to the consolidated financial statements, the consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows of Monster Beverage Corporation and subsidiaries (the “Company”) for the year ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”) (the 2022 financial statements before the effects of the retrospective adjustments discussed in Note 1 to the financial statements are not presented herein).

In our opinion, the 2022 financial statements, before the effects of the adjustments to retrospectively apply the stock split and segment disclosures required by ASU 2023-07 discussed in Note 1 to the financial statements, present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the stock split or retrospective adjustments to segment disclosures discussed in Note 1 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by the successor auditor.

Basis for Opinion

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California

March 1, 2023

We began serving as the Company’s auditor in 1991.