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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

(Mark One)
☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______ .

Commission File Number: 1-14829

Molson Coors Beverage Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

P.O. Box 4030, BC555, Golden, Colorado, USA

111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, Canada

(Address of principal executive offices)

84-0178360

(I.R.S. Employer Identification No.)

80401

H3C 2M1

(Zip Code)

303-279-6565 (Colorado)

514-521-1786 (Québec)

(Registrant's telephone number, including area code)

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

Title of each class						Trading symbols						Name of each exchange on which registered
Class A Common Stock, $0.01 par value						TAP.A						New York Stock Exchange
Class B Common Stock, $0.01 par value						TAP						New York Stock Exchange
3.800% Senior Notes due 2032						TAP 32						New York Stock Exchange

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

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

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant at the close of business on the last business day of the registrant's most recently completed second fiscal quarter was approximately $8.9 billion based upon the last sales price reported for such date on the New York Stock Exchange and the Toronto Stock Exchange. For purposes of this disclosure, shares of common and exchangeable stock held by officers and directors of the registrant (and their respective affiliates), are excluded in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive of affiliate status for other purposes.

The number of shares outstanding of each of the registrant's classes of common stock, as of February 11, 2025.

Class A Common Stock—2,563,034 shares

Class B Common Stock—190,157,977 shares

Exchangeable shares:

As of February 11, 2025, the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

Class A Exchangeable Shares—2,678,963 shares

Class B Exchangeable Shares—7,205,946 shares

The Class A exchangeable shares and Class B exchangeable shares are shares of the share capital in Molson Coors Canada Inc., a wholly-owned subsidiary of the registrant. They are publicly traded on the Toronto Stock Exchange under the symbols TPX.A and TPX.B, respectively. These shares are intended to provide substantially the same economic and voting rights as the corresponding class of Molson Coors common stock in which they may be exchanged. In addition to the registered Class A common stock and the Class B common stock, the registrant has also issued and outstanding one share each of a Special Class A voting stock and Special Class B voting stock. The Special Class A voting stock and the Special Class B voting stock provide the mechanism for holders of Class A exchangeable shares and Class B exchangeable shares to be provided instructions to vote with the holders of the Class A common stock and the Class B common stock, respectively. The holders of the Special Class A voting stock and Special Class B voting stock are entitled to one vote for each outstanding Class A exchangeable share and Class B exchangeable share, respectively, excluding shares held by the registrant or its subsidiaries, and generally vote together with the Class A common stock and Class B common stock, respectively, on all matters on which the Class A common stock and Class B common stock are entitled to vote. The Special Class A voting stock and Special Class B voting stock are subject to a voting trust arrangement. The trustee which holds the Special Class A voting stock and the Special Class B voting stock is required to cast a number of votes equal to the number of then-outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but will only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, other than the registrant or its subsidiaries, respectively, on the record date, and will cast the votes in accordance with such instructions so received.

Documents Incorporated by Reference: Portions of the registrant's definitive proxy statement for the registrant's 2025 annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant's fiscal year ended December 31, 2024, are incorporated by reference under Part III of this Annual Report on Form 10-K.

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MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

INDEX

									Page
Glossary of Terms and Abbreviations									2
Cautionary Statement									3
Risk Factors Summary									3
PART I.
Item 1.						Business			5
Item 1A.						Risk Factors			13
Item 1B.						Unresolved Staff Comments			32
Item 1C.						Cybersecurity			32
Item 2.						Properties			34
Item 3.						Legal Proceedings			35
Item 4.						Mine Safety Disclosures			35
PART II.
Item 5.						Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			35
Item 6.						[Reserved]			37
Item 7.						Management's Discussion and Analysis of Financial Condition and Results of Operations			37
Item 7A.						Quantitative and Qualitative Disclosures About Market Risk			55
Item 8.						Financial Statements and Supplementary Data			57
Item 9.						Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			122
Item 9A.						Controls and Procedures			122
Item 9B.						Other Information			123
Item 9C.						Disclosures Regarding Foreign Jurisdictions that Prevent Inspection			123
PART III.
Item 10.						Directors, Executive Officers and Corporate Governance			123
Item 11.						Executive Compensation			123
Item 12.						Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			123
Item 13.						Certain Relationships and Related Transactions, and Director Independence			123
Item 14.						Principal Accountant Fees and Services			123
PART IV.
Item 15.						Exhibits and Financial Statement Schedules			124
Item 16.						Form 10-K Summary			130
Signatures									130

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Glossary of Terms and Abbreviations

AOCI			Accumulated other comprehensive income (loss)
CAD			Canadian dollar
CAD Prime			The base interest rate utilized by Canadian commercial banks
COGS			Cost of goods sold
CZK			Czech Koruna
DBRS			Morningstar DBRS, a global credit rating agency in Toronto
DSUs			Deferred stock units
EBITDA			Earnings before interest, tax, depreciation and amortization
EPS			Earnings per share
EROA			Assumed long-term expected return on assets
EUR			Euro
EURIBOR			Euro Interbank Offered Rate
FASB			Financial Accounting Standards Board
GBP			British Pound
GBP Base Rate			The base interest rate set by the Bank of England
LIBOR			London Interbank Offered Rate
MG&A			Marketing, general and administrative
Moody’s			Moody’s Investors Service Limited, a nationally recognized statistical rating organization designated by the SEC
NAV			Net asset value
NCI			Noncontrolling interest
NPNS			Normal purchase normal sale
OCI			Other comprehensive income (loss)
OPEB			Other postretirement benefit plans
PSUs			Performance share units
RON			Romanian Leu
RSD			Serbian Dinar
RSUs			Restricted stock units
S&P 500			Standard & Poor’s 500 Index®
SEC			U.S. Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
SONIA			Sterling Overnight Index Average
SKU			Stock-keeping unit
Standard & Poor’s			Standard and Poor’s Ratings Services, a nationally recognized statistical rating organization designated by the SEC
U.K.			United Kingdom
U.S.			United States
U.S. GAAP			Accounting principles generally accepted in the U.S.
USD or $			U.S. dollar
USD Prime			The base interest rate utilized by U.S. commercial banks
VIEs			Variable interest entities

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Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

This Annual Report on Form 10-K ("this report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements in Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and under the heading Items Affecting Reported Results, with respect to, among others, expectations of cost inflation, limited consumer disposable income, consumer preferences, overall volume and market share trends, our competitive position, pricing trends, macroeconomic forces, beverage industry trends, cost reduction strategies, execution of our Acceleration Plan, shipment levels and profitability, the sufficiency of capital resources, anticipated results, expectations for funding future capital expenditures and operations, effective tax rate, debt service capabilities, timing and amounts of debt and leverage levels, Preserving the Planet and related environmental initiatives and expectations regarding future dividends and share repurchases. In addition, statements that we make in this report that are not statements of historical fact may also be forward-looking statements. Words such as "expects," "intends," "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies" and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I—Item 1A. Risk Factors, elsewhere throughout this report and those described from time to time in our past and future reports filed with the SEC. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Market and Industry Data

The market and industry data used in this report are based on independent industry publications, customers, trade or business organizations, reports by market research firms and other published statistical information from third parties (collectively, the “Third Party Information”), as well as information based on management’s good faith estimates, which we derive from our review of internal information and independent sources. Such Third Party Information generally states that the information contained therein or provided by such sources has been obtained from sources believed to be reliable.

Risks Factors Summary

The following is a summary of the principal risks that could materially adversely affect our business, financial condition or results of operations in future periods. The summary should be read together with the more detailed description of each risk factor described in Part I—Item 1A. Risk Factors of this report.

• deterioration of general economic, political, credit and/or capital market conditions, including those caused by the ongoing conflict between Russia and Ukraine (which we refer to as "Russia-Ukraine conflict"), Middle East conflict or other geopolitical tensions;

• constant evolution of the global beer industry and the broader alcohol industry, and our position within the global beer industry and success of our products in our markets;

• our ability to successfully and timely premiumize our portfolio and innovate beyond beer;

• weak, or weakening of, economic, social or other conditions in the markets in which we do business, including cost inflation, tariffs and reductions in discretionary consumer spending;

• our dependence on the global supply chain and significant exposure to changes in commodity and other input prices, and the impacts of supply chain constraints and disruptions and inflationary pressures including tariffs;

• changes in the social acceptability, perceptions and the political view of the beverage categories in which we operate, including alcohol;

• cybersecurity incidents impacting our information systems, and violations of data privacy laws and regulations;

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• our reliance on third-party service providers and internal and outsourced systems for our information technology and certain other administrative functions;

• our reliance on brand image, reputation, product quality and protection of intellectual property;

• labor strikes, work stoppages or other employee-related issues;

• our dependence on key personnel;

• investment performance of pension plan holdings and other factors impacting related pension plan costs and contributions;

• competition in our markets;

• loss, operational disruptions or closure of a major brewery or other key facility, including those of our suppliers, due to unforeseen or catastrophic events or otherwise;

• climate change, sustainability, human rights, human capital and regulations;

• potential adverse impacts of climate change and other weather events;

• inadequate supply or availability of quality water;

• the integration and use of artificial intelligence and similar technology;

• our debt level risks and operating covenants and restrictions;

• deterioration in our credit rating;

• default by, or failure of, our counterparty financial institutions;

• impairments of the carrying value of our goodwill and other intangible assets;

• the estimates and assumptions on which our financial projections are based may prove to be inaccurate;

• our reliance on a small number of suppliers to obtain the input materials we need to operate our business;

• termination or changes of one or more manufacturer, distribution, or production agreements, or issues caused by our dependence on the parties to these agreements;

• changes in tax, environmental, trade or other regulations or failure to comply with existing licensing, trade and other regulations;

• unfavorable outcomes of legal or regulatory matters;

• our operations in developing and emerging markets;

• changes to the regulation of the distribution systems for our products;

• our consolidated financial statements are subject to fluctuations in foreign exchange rates;

• risks associated with operating our joint ventures or other strategic partnerships;

• failure to successfully identify, complete or integrate attractive acquisitions, joint ventures and other strategic partnerships into our existing operations;

• the dependence of our U.S. business on independent distributors to sell our products, with no assurance that these distributors will effectively sell our products, and distributor consolidation in the U.S.;

• government mandated changes to the retail distribution model resulting from new regulations on our Canada business;

• indemnities provided to the purchaser of our previous interest in the Cervejarias Kaiser Brasil S.A. business in Brazil;

• economic trends and intense competition in European markets;

• the potential for Pentland and the Coors Trust to disagree on a matter submitted to our stockholders or the super-majority of the Board of Directors to disagree on certain actions;

• the interests of the controlling stockholders may differ from those of other stockholders; and

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• shareholder activism efforts or unsolicited offers from a third-party.

PART I