Molson Coors Beverage (TAP) 10-K risk factor changes: FY2025 vs FY2024

[removed: Nevertheless, further] [added: Further] escalation of geopolitical tensions, including increased trade barriers or restrictions on global [removed: trade,] [added: trade driven in part by increased tariffs,] could result in, among other things, broader impacts that expand into other markets, economic recessions, inflationary pressures, cyberattacks, energy supply availability shortages, supply chain and logistics cost increases or disruptions, lower consumer demand and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain.

The global beer industry and the broader alcohol industry are constantly [removed: evolving,] [added: evolving] and our position within these industries and the success of our products in our markets may fundamentally change.

As a [removed: result of the increased global consolidation of brewers and the dynamic of expanding new segments within the industry with new market entrants, including the non-alcohol market,] [added: result,] the markets in which we operate, particularly the more mature markets, [added: like the U.S., Canada and the U.K.,] may evolve at a disadvantage to our current market position.

Ongoing evolution in certain of our beer markets, together with emerging changes in consumer preferences, have resulted in a significant increase in market entrants, [added: new and innovative products,] consumer choices and market [removed: competition, as well as increased government scrutiny.][added: competition.]

For example, the beer markets in the U.S. and Canada have [removed: long] [added: historically] consisted of a [removed: select] [added: limited] number of significant market participants with government-regulated routes to market.

In Canada, changes to [removed: interprovincial] [added: provincial] trade [removed: rules,] [added: rules and] regulations, distribution models and packaging requirements, such as [added: the use of] government-owned retail outlets and industry standard returnable bottles, may be disadvantageous to [removed: us.][added: us and adversely impact our business and financial results.]

[removed: As discussed further below, in] [added: In] the second half of 2024, the [added: Province of Ontario expanded the] licensed sale of beer, wine and [removed: ready-to-drink alcoholic beverages in the Province of Ontario was expanded] [added: RTDs] to all convenience stores and all eligible grocery and big-box grocery stores.

This ongoing evolution of the Ontario beer market may have a significant impact on the financial results of our ownership in Brewers Retail, Inc. [added: and adversely affect our financial results.]

Our *Coors Light* and *Miller Lite* brands in the [removed: Americas, and] [added: Americas represented approximately 55% of segment net sales in 2025 while,] *Carling, Staropramen, Coors, Madrí Excepcional,* *Ožujsko,* and *Bergenbier* brands in EMEA&APAC represented [removed: a significant share] [added: approximately 45%] of [removed: each respective segment's] [added: segment net] sales [removed: volumes] in [removed: 2024, and] [added: 2025, with] several of our other brands [removed: represent] [added: representing] a significant share of their respective [removed: market.][added: markets.]

Furthermore, the broader alcohol industry is [added: also] experiencing a shift in consumer drinking preferences and behaviors due to, among others, [added: downturns in economic conditions or perceived value,] changing demographics and taste [removed: preferences (such] [added: preferences, such] as the expansion in above premium products, specifically flavored malt beverages, [removed: ready-to-drink alcoholic beverages,] [added: RTDs,] spirit-based beverages, [removed: cider,] [added: cider] and other similar beverages, as well as a shift toward non-alcoholic beverages, health and wellness trends (including the use of glucagon-like peptide (GLP-1) [removed: agonists, and other similar beverages) downturns in economic conditions or perceived value,] [added: agonists),] as well as changes in consumers' perception of our brands and the brands of our competitors.

[removed: Our success as an enterprise depends on our ability to successfully and timely premiumize our portfolio and innovate beyond beer, and any] [added: Any] inability to deliver new products could have a material adverse effect on our business and financial results. [removed: As part of our Acceleration Plan, our] [added: Our] future growth will depend, in part, on our ability to [added: continue to] premiumize our portfolio and timely innovate and develop new products beyond traditional beer.

[removed: In connection with our Acceleration Plan, we] [added: We] plan to continue to innovate, test and scale products.

However, [added: each of] the launch and ongoing success of new products [removed: are] [added: is] inherently uncertain, especially with respect to consumer appeal.

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, could adversely impact demand for our products or cause consumers to suffer financial hardship, which could have a material adverse effect on our business and financial results. Consumption of our products [removed: in some of our markets] could be closely tied to general economic conditions.

Our business has been, and may continue to be, impacted by supply chain constraints and disruptions, caused in part, by [added: wars and conflicts, such as] the Russia-Ukraine [removed: conflict] [added: conflict,] and the uncertain economic environment worldwide.

Failure to adequately produce and timely ship our products to customers could [added: potentially] lead to lost [removed: potential] revenue, failure to meet customer demand, strained relationships with customers including wholesalers, and diminished brand loyalty.

The supply and price of these raw materials and commodities can fluctuate due to conditions that are difficult to predict and are beyond our control, including global geopolitical conditions or events (including the Russia-Ukraine [removed: conflict, especially as] [added: conflict), governmental regulations (including tariffs that can cause the Midwest Premium] to [added: fluctuate and including extended producer responsibility requirements which lead to producers paying] the [removed: impact on energy supply prices),] [added: full value chain recycling of packaging materials sold),] global competition for resources, inflationary pressures related to domestic and global economic conditions or supply chain issues, currency fluctuations, alternative sources for suppliers, disease outbreaks or pandemics, trade agreements, [removed: governmental regulations (including tariffs),] frosts, droughts and other weather conditions and events, agricultural productivity, crop and plant diseases, theft, industry surcharges and other practices.

In particular, advocates of prohibition and other severe restrictions on the marketing [added: labeling] and sales of alcohol are becoming increasingly organized and coordinated on a global basis, seeking to impose laws or regulations or to bring legal actions against us to substantially curtail the consumption of alcohol, including beer, in developed and developing markets.

[removed: To the extent such views] [added: If these perspectives] gain traction [added: and are reflected] in [removed: regulations of jurisdictions] [added: regulations, requirements or restrictions] in [removed: which] [added: jurisdictions where] we [removed: do] [added: operate] or plan to [removed: do business,] [added: operate,] they could have a material adverse effect on our business and financial results.

For example, in February 2021, the [removed: European Union] [added: EU] published its Europe Beating Cancer [removed: Plan.][added: Plan, which contemplates a proposal for mandatory health warnings on alcohol beverage product labels.]

Cybersecurity incidents impacting our information [removed: systems,] [added: systems] and violations of data privacy laws and regulations could disrupt our business operations and adversely impact our reputation and results of operations. Our information systems may be the target of cyberattacks or other security breaches, which, if successful, could, among other things, disrupt our operations, applications [removed: and] [added: or] services, cause the loss of key business, employee, customer or vendor information, cause us to breach our legal, regulatory or contractual obligations, prevent us from accessing or relying upon critical business records, cause reputational damage, or impact the costs or ability to obtain adequate insurance coverage.

If our information systems suffer severe disruption, damage, or shutdown we could experience delays and disruptions in our business, including brewery operations, production [removed: and shipments and] [added: or shipments, or] delays in reporting our financial results, such as those we experienced with the March 2021 cybersecurity incident, which could adversely affect our cash flows, competitive position, reputation, financial condition or results of operations.

[removed: In recent years, we have experienced] [added: We continue to experience] an increase in the number of attempted cyberattacks due, in part, to the [removed: large number] [added: increasing reliance] of our [removed: employees] [added: employees, vendors] and contractors [removed: that are working] [added: on distributed, hybrid,] and [removed: accessing] [added: mobile access to work and access] our technology infrastructure [removed: remotely] because of shifts in working arrangements.

As discussed further below, the rapid evolution and increased adoption of artificial intelligence and machine learning technologies [added: by third parties (including threat actors)] may [removed: intensify] [added: increase] our cybersecurity risks.

Additionally, these events may not be insured against or may not be fully covered by any insurance maintained by us and there is no assurance that [removed: the limitations of] liability [added: clauses] in any of our contracts would be enforceable or adequate to protect us from liabilities or damages as a result of a cybersecurity [removed: incident.][added: incident (including incidents affecting our third-party vendors).]

Misuse, leakage or falsification of information could result in a violation of data privacy laws [removed: and] [added: or] regulations, including but not limited to, the [removed: European Union's] [added: EU's] General Data Protection Regulation, California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act and other similar comprehensive data privacy laws, may damage our reputation and credibility or expose us to increased risk of lawsuits, loss of existing or potential future customers and/or increases in our security costs and compliance burden, any of which could have a material adverse effect on our business and financial results.

Other jurisdictions in which we operate have enacted or are proposing similar laws and regulations related to data [removed: privacy.][added: privacy and data security.]

In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, even if encrypted, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the [removed: data.][added: data directly.]

Furthermore, the cybersecurity and data privacy regulatory environment, including, but not limited to, the SEC's [added: disclosure-related] cybersecurity rules, is increasingly challenging, and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

While we have quality control programs in place, in the event we or our third-party manufacturers [added: or suppliers] experience an issue with product quality or if any of our products become unsafe or unfit for consumption, are misbranded or cause injury, we may experience recalls or liability in addition to business disruption which could further negatively impact our brand image and reputation, negatively affect our sales and cause us to incur additional costs.

We also could be exposed to lawsuits [added: or regulatory enforcement] relating to product liability, labelling, marketing or sales practices or intellectual property infringement.

[removed: If] [added: Additionally, if] we are unable to address and uphold our plans with respect to our sustainability initiatives or actions by and attitudes of regulators and the public health community, our image and brand equity may [removed: deteriorate,] [added: be impacted,] which may be difficult to combat or reverse and could have a material adverse effect on our business and financial results.

In addition, because our brands carry family [removed: names and we may partner with celebrities or other famous sponsors,] [added: names,] personal activities by certain members of the Molson or Coors [removed: families, our promotional partners or business partners] [added: families] that harm their public image or reputation could also have an adverse effect on our brands or our reputation.

Our brand image, reputation and financial results may be [removed: negatively] impacted by our ability to navigate [removed: social media] [added: marketing] campaigns and trends [removed: in pursuit of] [added: that may intersect, even inadvertently, with] various dynamic issues facing society on regional and global levels across the markets in which we operate.

Due to a high concentration of workers represented by unions or works councils, we could be significantly affected by labor strikes, work stoppages or other employee-related issues. As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 28%] [added: 27%] and [removed: 24%] [added: 25%] of our Americas and EMEA&APAC workforces, respectively, are represented by labor unions or councils.

[removed: In addition,] [added: For example,] at the end of March [added: 2022] through mid-June 2022, the unionized employees in our [removed: Montreal/Longueuil,] [added: Montréal/Longueuil,] Québec brewery and distribution centers went on strike, which significantly adversely affected our business, operations and financial results during the second and third quarters of 2022.

[removed: We depend on key personnel,] [added: Further,] the loss of [removed: whom could harm our business, and labor shortages, employee turnover and wage increases could significantly impact our operations. The loss of] the services and expertise of any key employee, or multiple members of senior management at the same time, could harm our business.

Our future success [removed: depends] [added: depends, in part,] on our ability to identify, attract and retain qualified personnel on a timely basis.

In order for us to remain competitive, we will need to [added: continue to] quickly and correctly adopt digital technologies, build analytical capabilities and scale brand expense investment levels, which our competitors may be able to achieve faster and with more resources.

Further consolidation of distributors in our [removed: industry] [added: industry, as well as increasing retail consolidation within the on-premise channel in certain markets in our EMEA&APAC segment,] could reduce our ability to promote our brands in the markets in a manner that enhances rather than diminishes our brands' value, as well as reduce our ability to manage our pricing effectively and efficiently.

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Our restructuring activities may not be successful and the estimated costs associated with such activities may be more than expected, and our restructuring activities may adversely impact employee hiring and retention. On October 20, 2025, we announced a corporate restructuring plan, the Americas Restructuring Plan, designed to create a leaner, more agile Americas organization while advancing our ability to reinvest in our business and position us for future growth.

The restructuring involved the elimination of salaried positions across our Americas segment during the fourth quarter of 2025.

The implementation of this plan may be disruptive to our operations, result in higher than anticipated restructuring charges, including severance and related costs, and otherwise adversely affect our results of operations and financial condition, and may not generate the expected savings or other benefits intended by management.

Additional risks associated with the continuing impact of the restructuring activities include employee attrition, the ability to hire new employees in the future, diversion of management attention, and adverse effects on employee morale.

In addition, our ability to complete this plan and achieve the anticipated benefits from it within the expected time frame, or at all, is subject to management’s estimates and assumptions and may vary materially from our expectations, including as a result of factors that are beyond our control.

If we do not realize the expected benefits of this plan on a timely basis, or at all, our business, results of operations and financial condition could be adversely affected.

Furthermore, following completion of this plan, our business may not be more efficient or effective than prior to the implementation of such plan.

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profitability or loss of market share and volumes.

Our success as an enterprise depends on our ability to successfully premiumize our portfolio on a timely basis and innovate beyond beer.

As we premiumize and expand our portfolio to address emerging consumer needs, our existing brands could be adversely affected if we do not sufficiently allocate resources to support them.

A material adverse impact on our brands' sales could affect how distributors and consumers prioritize our products and could create broader challenges for our route to market and ability to reach consumers.

Furthermore, new beer or beyond beer premium products may require unique or higher quality ingredients, which, coupled with a highly competitive marketplace, could negatively impact the profitability and financial return of such new products.

In Canada, proposed bills would require alcohol manufacturers to include alcohol health warning labels on alcoholic products that address alcohol-related health risks, including cancer, define a standard alcoholic drink, provide information on the number of standard drinks per package and recommend consumption limits.

Ireland has also enacted legislation requiring new health warning labels on alcohol beverage products.

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In addition, our Americas segment is exposed to variability in the market price of a regional premium differential (referred to as “Midwest Premium” in the U.S.) charged by industry participants to deliver aluminum from the smelter to the manufacturing facility.

This premium differential also fluctuates in relation to several conditions, including based on the supply of and demand for aluminum in a particular region, associated transportation costs and warehouse financing transactions, which limit the amount of physical aluminum available to consumers and increases the price differential as a result.

Due to the opaque pricing of Midwest Premium and the limited liquidity of the market, hedging Midwest Premium can be costly.

During times of greater volatility in the Midwest Premium, the variability in our cost of goods sold can also increase.

For example, in 2025, the Midwest Premium increased, which resulted in an approximate $35 million unfavorable impact on our results for the year ended December 31, 2025.

In addition to impacting the price we pay for the raw materials we purchase, changing premium differentials impact our end consumers as we may pass on the increased cost to those consumers in order to maintain our profit margins.

To the extent any of the foregoing factors, including fluctuations in Midwest Premium, affect the availability or prices of ingredients or packaging, or our hedging arrangements do not effectively or completely hedge changes in commodity price risks, and we are not able to pass these increased costs along to customers, our business and financial results could be further materially adversely impacted.

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We also engage with celebrities, influencers and other famous sponsors, and personal activities by these or any other promotional partners or business partners that harm their public image or reputation could also have an adverse effect on our brands or our reputation.

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Some stakeholders may advocate for greater transparency and more aggressive ESG-related commitments across areas such as human capital, labor practices, supply chain oversight, and diversity.

Others, including advocacy organizations and litigation-focused groups, may criticize ESG-related initiatives and challenge companies, through lawsuits, regulatory investigations, and public campaigns, for implementing ESG strategies they deem inconsistent with fiduciary duties or legal obligations.

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For example, emerging regulations, such as the EU's Network and Information Security (NIS2), may lead to significant financial penalties, potential executive-level legal liability, mandated urgent corrective actions, operational disruptions, and/or increased cyber-incident impact if our governance, monitoring, or incident-reporting controls are insufficient.

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Our success depends largely on key personnel, and the loss of such personnel or failure to appropriately manage our CEO transition could harm our business and our ability to execute our strategy and labor shortages, employee turnover and wage increases could also significantly impact our operations. Our success depends largely on the continued services of key personnel and their ability to execute our corporate strategy.

Further, in September 2025, we announced the appointment of Rahul Goyal as our President and CEO, following the announcement of Gavin D.K. Hattersley's retirement from our Company.

Our future performance will depend, in part, on the successful transition of Mr. Goyal as our new CEO as well as his ability to lead our Company.

If we do not successfully manage our CEO transition, it could be viewed negatively by our customers, employees or investors and could have an adverse impact on our business.

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Such an assessment could also result in additional administrative and cost burdens.

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One of our facilities in the U.K. has had water use restrictions imposed on its operations due to increased domestic demand on the underlying groundwater aquifer.

Deterioration of general economic, political, credit and/or capital market conditions, including those caused by the ongoing Russia-Ukraine conflict, Middle East conflict or other geopolitical tensions, could adversely affect our financial performance, our ability to grow or sustain our business, financial condition and results of operations, and our ability to access the capital markets. We operate around the world and global economic and political conditions affect our business and the businesses of our customers, suppliers and consumers.

For example, current macroeconomic and political instability caused by the Russia-Ukraine conflict, Middle East conflict, global supply chain disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.

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Specifically, the ongoing Russia-Ukraine conflict has adversely affected the global economy, and the geopolitical tensions and conflicts it has generated, and could continue to generate, negatively impact our business operations and financial results.

It has resulted in heightened economic sanctions from the international community, including the U.S., the U.K. and the European Union.

As a result of the Russia-Ukraine conflict, in 2022 we suspended all exports of all our brands to Russia and subsequently terminated the license to produce any of our brands in Russia.

Even though our sales in Russia have historically been limited, and we have no physical assets in Russia, the widespread impact of the Russia-Ukraine conflict, particularly in Eastern Europe, has had and could continue to have a material adverse impact on our business, financial condition, results of operations, supply chain, intellectual property, partners, customers or employees.

In addition, the effects of the ongoing Russia-Ukraine conflict could amplify or affect many of our other risks described elsewhere in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

In addition, the capital and credit markets provide us with liquidity to operate and grow our business beyond the liquidity that operating cash flows provide, which can vary from period to period.

A global or regional economic downturn or disruption of the credit markets could increase our future borrowing costs and impair our ability to access capital and credit markets for our operations or to execute our strategic plan.

If our access to capital on terms commercially acceptable to us were to become significantly constrained, or if costs of capital increased significantly, then our financial condition, results of operations and cash flows could be adversely affected.

Further, continued disruption and declines in the global economy have impacted and could continue to impact our customers' liquidity and capital resources, which in turn could impact our ability to collect accounts receivable from them in a timely manner and may have a material adverse impact on our performance, cash flows and capital resources.

Finally, political shifts within our core markets and other related geographies, can lead policymakers to alter laws and policies governing foreign trade and investment policies that could adversely affect our supply chain, business and results of operations, and consumers, as discussed further below.

In addition, local governments may intervene, which may fundamentally accelerate transformational changes to such markets.

As part of the plan, the European Union has indicated it may issue a proposal for mandatory health warnings on alcohol beverage product labels.

In addition, Ireland passed a law requiring new health warning labels on alcohol beverage products that will come into effect from May 2026.

For example, in the first few months of 2021, we experienced a labor disruption with our Toronto brewery unionized employees resulting from on going negotiations of the collective bargaining agreement which resulted in slower than expected production at the Toronto brewery in the first few months of 2021.

For example, the results of our 2022 annual goodwill impairment testing indicated that the fair value of our Americas reporting unit was below its carrying value.

In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 ("IRA"), which included among other provisions, a 15% minimum tax on "adjusted financial statement income" and became effective for the Company beginning January 1, 2023.

In addition, in February 2025, the current U.S. presidential administration imposed tariffs on foreign imports into the United States, including, most relevant to us, an additional 25% tariff on all imports from Canada, which tariffs were subsequently suspended for 30 days in order to facilitate negotiations.

As of the date of this report, the proposed tariffs on all imports from Canada remain suspended.

Certain of the products we sell are originally manufactured in countries other than the U.S., such as Canada.

These tariffs will increase the cost of certain of our products and may negatively impact our results of operations.

At this time, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of additional tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, or other trade matters.

Other effects of these changes, including impacts on the price of raw materials, responsive or retaliatory actions from governments, such as retaliatory tariffs on imports into Canada from the U.S., and the opportunity for competitors not subject to such changes to establish a presence in markets where we participate, could also have significant impacts on our results of operations, though whether any of the foregoing actions will be taken remains unclear.

Furthermore, we may not be able to increase prices for our products enough to offset the impact of tariffs, which could negatively impact our margins.

If we raise prices in response to tariffs, the demand for our products may decrease, which could also have a negative impact on our sales.

If additional or more severe requirements of this type are imposed on one or more of our beverages under current or future laws or regulations, they could inhibit sales of such beverages in such jurisdictions.

Programs have included recommendations for Extended Producer Responsibility ("EPR"), banning certain types of products, mandating certain rates of recycling, re-use and use of recycled materials, imposing deposit return schemes ("DRS") for drinks containers or taxes on packaging material, and requiring retailers or manufacturers to take back certain packaging used for their products.

Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and assumptions made, or future changes to such assumptions, could necessitate future adjustments to taxable income and expense already recorded.

As previously referenced, BRI owns and operates commercial retail outlets, known as TBS or "The Beer Store", in Ontario, and BDL facilitates the distribution of our products in the western Canadian provinces.

We may enter into additional joint ventures or other strategic partnerships in the future.

Post-pandemic trends of consumers transitioning between channels and categories could impact the revenue growth expectations of partnership brands or newly owned brands.

From July 1, 2025 until December 31, 2025, TBS has the right to close additional retail locations to maintain a minimum of 300 stores.

The requirements to keep a certain number of TBS stores open may result in the inefficient operations of TBS stores during that period of time.

This could cause inefficiencies in our operations, increase the costs of packaging materials and hinder the quality of our packaging materials.

Additionally, we face intense competition in certain of our European markets, particularly with respect to pricing, which could lead to reduced sales or profitability.

From our core power brands *Coors [removed: Light, Miller Lite, Coors Banquet, Molson Canadian, Carling*] [added: Light*, *Miller Lite*, *Coors Banquet*, *Molson Canadian*, *Carling*] and [removed: *Ožujsko*] [added: *Ožujsko,*] to our above premium brands including *Madrí [removed: Excepcional, Staropramen, Blue] [added: Excepcional*, *Staropramen*, *Blue] Moon Belgian White* and *Leinenkugel’s Summer Shandy*, to our [removed: economy and] value brands like *Miller High Life* and *Keystone Light*, we produce many beloved and iconic beers.

While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like *Vizzy Hard Seltzer*, spirits [removed: like *Five Trail* whiskey] and non-alcoholic beverages.

We also have partner brands, such as *Simply [removed: Spiked, ZOA] [added: Spiked*, *ZOA] Energy*, [added: *Fever-Tree*,] among others, through license, distribution, partnership and joint venture agreements.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") in this Annual Report on Form 10-K is provided to assist in understanding our Company, operations and current business environment and should be considered a supplement to, and read in conjunction with, the accompanying audited consolidated financial statements and notes included within [Part II—Item 8 Financial Statements and Supplementary [removed: Data](#i4624113790654e7dbe1baef318272938_91),] [added: Data](#ic9002a93d112412581e49c1c3d81d4f6_94),] as well as the discussion of our business and related risk factors in [Part I—Item 1 [removed: Business](#i4624113790654e7dbe1baef318272938_22)] [added: Business](#ic9002a93d112412581e49c1c3d81d4f6_22)] and [Part I—Item 1A Risk [removed: Factors](#i4624113790654e7dbe1baef318272938_25),] [added: Factors](#ic9002a93d112412581e49c1c3d81d4f6_25),] respectively.

A discussion related to the results of operations and changes in financial condition for [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] has been omitted from this report, but may be found in Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2023] [added: 2024] Form 10-K, filed with the SEC on February [removed: 20, 2024,] [added: 18, 2025,] which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com.

Unless otherwise indicated, (a) all $ amounts are in USD, (b) comparisons are to comparable prior periods and (c) [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] refers to the 12 months ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.

As a result, on September 30, 2024, we remeasured both pension plans and recorded a total settlement loss of $34.0 million to other pension and postretirement benefit [removed: (cost),] [added: (costs),] net in [removed: the] [added: our] consolidated statements of [removed: operations.][added: operations during the third quarter of 2024.]

See [removed: [](#i4624113790654e7dbe1baef318272938_148)[Part] [added: [Part] II—Item 8 Financial Statements and Supplementary Data, Note [removed: 1](#i4624113790654e7dbe1baef318272938_148)[1](#i4624113790654e7dbe1baef318272938_148)[, "](#i4624113790654e7dbe1baef318272938_148)[Employee] [added: 11, "Employee] Retirement Plans and Postretirement [removed: Benefits](#i4624113790654e7dbe1baef318272938_148)["](#i4624113790654e7dbe1baef318272938_148)] [added: Benefits"](#ic9002a93d112412581e49c1c3d81d4f6_151)] and [Part II—Item 8 Financial Statements and Supplementary Data, Note 15, "Accumulated Other Comprehensive Income [removed: (Loss)"](#i4624113790654e7dbe1baef318272938_163)] [added: (Loss)"](#ic9002a93d112412581e49c1c3d81d4f6_166)] for further information.

[removed: In] [added: During] March 2024, our partner [removed: of CBPL] [added: in Cobra Beer Partnership, Ltd. ("CBPL")] exercised a put option under our partnership agreement which required us to acquire the remaining 49.9% ownership interest.

We adjusted [removed: our] [added: the] NCI by $34.5 million to our best estimate of the redemption value that existed at the time of the put option exercise by increasing [removed: our] net income attributable to noncontrolling interests and decreasing our net income attributable to MCBC.

In addition, we received the final determination of the redemption value in [removed: the third quarter of] [added: October] 2024 and as the transaction was considered mandatorily redeemable, we recorded an adjustment of $45.8 million to interest expense in the EMEA&APAC [removed: segment.][added: segment during the third quarter of 2024.]

[removed: See further discussion] [added: For a complete description] of [removed: this transaction in] [added: our significant accounting policies, see] [Part II—Item 8 Financial Statements and Supplementary Data, Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i4624113790654e7dbe1baef318272938_118).][added: Policies](#ic9002a93d112412581e49c1c3d81d4f6_121)[.](#ic9002a93d112412581e49c1c3d81d4f6_121)["](#ic9002a93d112412581e49c1c3d81d4f6_121)]

See [Part II—Item 8 [removed: Financial](#i4624113790654e7dbe1baef318272938_124) [Statements](#i4624113790654e7dbe1baef318272938_124) [and] [added: Financial Statements and] Supplementary Data, Note 3, [removed: "Investments"](#i4624113790654e7dbe1baef318272938_124)] [added: "Investments"](#ic9002a93d112412581e49c1c3d81d4f6_127)] for further information.

During the third quarter of 2024, we decided to wind down or sell certain of our U.S. craft businesses and related [removed: facilities and recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation of $93.6 million.][added: facilities.]

In addition, [added: during the year ended December 31, 2024,] we recognized a loss of $41.2 million [removed: on] [added: related to] the [added: disposal of the] sold businesses.

See [removed: [](#i4624113790654e7dbe1baef318272938_73)[Part] [added: [](#ic9002a93d112412581e49c1c3d81d4f6_76)[Part] II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), [removed: net"](#i4624113790654e7dbe1baef318272938_172)] [added: net"](#ic9002a93d112412581e49c1c3d81d4f6_175)] for further information.

See [removed: [Part] [added: [](#ic9002a93d112412581e49c1c3d81d4f6_76)[Part] II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), [removed: net"](#i4624113790654e7dbe1baef318272938_172) and [Part II—Item 8 Financial Statements and Supplementary Data, Note 3, "Investme](#i4624113790654e7dbe1baef318272938_124)[nts"](#i4624113790654e7dbe1baef318272938_124)] [added: net"](#ic9002a93d112412581e49c1c3d81d4f6_175)] for further information.

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and [removed: Contingencies"](#i4624113790654e7dbe1baef318272938_157)] [added: Contingencies"](#ic9002a93d112412581e49c1c3d81d4f6_160)] for further [removed: information.][added: discussion.]

During the [removed: fourth] [added: third] quarter of [removed: 2023,] [added: 2025,] we recorded a partial impairment charge of [removed: $160.7] [added: $198.6] million [removed: to our indefinite-lived intangible asset] related to the *Staropramen* family of brands [added: indefinite-lived intangible asset] within [removed: the EMEA&APAC segment as a result of] [added: other operating income (expense), net in] our [removed: annual impairment analysis.][added: consolidated statements of operations.]

See [Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible [removed: Assets"](#i4624113790654e7dbe1baef318272938_133)] [added: Assets"](#ic9002a93d112412581e49c1c3d81d4f6_136)] for further information.

[removed: "Risk Factors"](#i4624113790654e7dbe1baef318272938_25).][added: Risk Factors](#ic9002a93d112412581e49c1c3d81d4f6_25).]

The following table highlights summarized components of our consolidated statements of operations for the years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]

See [Part II—Item 8 Financial Statements and Supplementary Data, “Consolidated Statements of [removed: Operations”](#i4624113790654e7dbe1baef318272938_100)] [added: Operations”](#ic9002a93d112412581e49c1c3d81d4f6_103)] for additional details of our U.S. GAAP results comparing December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023.][added: 2024.]

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | % Change | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 11,627.0] [added: 11,140.8] | | | | | [removed: (0.6)] [added: (4.2)] | | % | | | | $ | [removed: 11,702.1] [added: 11,627.0] | | | | | [removed: 9.4] [added: (0.6)] | | % | | | | $ | [removed: 10,701.0] [added: 11,702.1] | |

| Cost of goods sold | | | [removed: (7,093.6)] [added: (6,866.2)] | | | | | | [removed: (3.3)] [added: (3.2)] | | % | | | | [removed: (7,333.3)] [added: (7,093.6)] | | | | | | [removed: 4.1] [added: (3.3)] | | % | | | | [removed: (7,045.8)] [added: (7,333.3)] | | |

| Gross profit | | | [removed: 4,533.4] [added: 4,274.6] | | | | | | [removed: 3.8] [added: (5.7)] | | % | | | | [removed: 4,368.8] [added: 4,533.4] | | | | | | [removed: 19.5] [added: 3.8] | | % | | | | [removed: 3,655.2] [added: 4,368.8] | | |

| Marketing, general and administrative expenses | | | [removed: (2,717.5)] [added: (2,643.9)] | | | | | | [removed: (2.2)] [added: (2.7)] | | % | | | | [removed: (2,779.9)] [added: (2,717.5)] | | | | | | [removed: 6.2] [added: (2.2)] | | % | | | | [removed: (2,618.8)] [added: (2,779.9)] | | |

[removed: | Goodwill impairment | | | — | | | | | | — | | % | | | | — | | | | | | N/M | | | | | | (845.0) | | |][added: *Goodwill Impairment*]

| Other operating income (expense), net | | | [removed: (65.4)] [added: (335.3)] | | | | | | [removed: (59.8)] [added: 412.7] | | % | | | | [removed: (162.7)] [added: (65.4)] | | | | | | [removed: 321.5] [added: (59.8)] | | % | | | | [removed: (38.6)] [added: (162.7)] | | |

| Equity income (loss) | | | [removed: 2.7] [added: 13.4] | | | | | | [removed: (77.5)] [added: 396.3] | | % | | | | [removed: 12.0] [added: 2.7] | | | | | | [removed: 155.3] [added: (77.5)] | | % | | | | [removed: 4.7] [added: 12.0] | | |

| Operating income (loss) | | | [removed: 1,753.2] [added: (2,336.9)] | | | | | | [removed: 21.9] [added: N/M] | | [removed: %] | | | | [removed: 1,438.2] [added: 1,753.2] | | | | | | [removed: 813.1] [added: 21.9] | | % | | | | [removed: 157.5] [added: 1,438.2] | | |

| Total non-operating income (expense), net | | | [removed: (250.2)] [added: (181.1)] | | | | | | [removed: 34.7] [added: (27.6)] | | % | | | | [removed: (185.7)] [added: (250.2)] | | | | | | [removed: (15.6)] [added: 34.7] | | % | | | | [removed: (220.0)] [added: (185.7)] | | |

| Income (loss) before income taxes | | | [removed: 1,503.0] [added: (2,518.0)] | | | | | | [removed: 20.0] [added: N/M] | | [removed: %] | | | | [removed: 1,252.5] [added: 1,503.0] | | | | | | [removed: N/M] [added: 20.0] | | [added: %] | | | | [removed: (62.5)] [added: 1,252.5] | | |

| Income tax benefit (expense) | | | [removed: (345.3)] [added: 337.8] | | | | | | [removed: 16.6] [added: N/M] | | [removed: %] | | | | [removed: (296.1)] [added: (345.3)] | | | | | | [removed: 138.8] [added: 16.6] | | % | | | | [removed: (124.0)] [added: (296.1)] | | |

| Net income (loss) | | | [removed: 1,157.7] [added: (2,180.2)] | | | | | | [removed: 21.0] [added: N/M] | | [removed: %] | | | | [removed: 956.4] [added: 1,157.7] | | | | | | [removed: N/M] [added: 21.0] | | [added: %] | | | | [removed: (186.5)] [added: 956.4] | | |

| Net (income) loss attributable to noncontrolling interests | | | [removed: (35.3)] [added: 40.6] | | | | | | [removed: 370.7] [added: N/M] | | [removed: %] | | | | [removed: (7.5)] [added: (35.3)] | | | | | | [removed: N/M] [added: 370.7] | | [added: %] | | | | [removed: 11.2] [added: (7.5)] | | |

| Net income (loss) attributable to MCBC | | | $ | [removed: 1,122.4] [added: (2,139.6)] | | | | | [removed: 18.3] [added: N/M] | | [removed: %] | | | | $ | [removed: 948.9] [added: 1,122.4] | | | | | [removed: N/M] [added: 18.3] | | [added: %] | | | | $ | [removed: (175.3)] [added: 948.9] | |

| Net income (loss) attributable to MCBC per diluted share | | | $ | [removed: 5.35] [added: (10.75)] | | | | | [removed: 22.4] [added: N/M] | | [removed: %] | | | | $ | [removed: 4.37] [added: 5.35] | | | | | [removed: N/M] [added: 22.4] | | [added: %] | | | | $ | [removed: (0.81)] [added: 4.37] | |

The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

Global Market Conditions and Competitive Trends

Our industry is experiencing, and we expect will continue to experience, increased consumer and economic uncertainty due to volatility in the global macroeconomic environment including global trade policies and other geopolitical events with potential resulting impacts on economic growth, consumer confidence, inflation and currencies and their exchange rates.

In addition, the associated impacts of the macroeconomic environment on the beer industry in the U.S. has resulted in heightened competitive activity and associated reduction in market share of our products in certain segments.

The magnitude of the resulting impacts on our business are dependent on the evolution of the global macroeconomic environment and the competitive landscape, including whether market share losses are sustained.

The economic and competitive pressures, including the impact of tariffs, on our Company and our consumers' consumption behavior and preferences have negatively impacted, and may continue to negatively impact, our results of operations during this volatile period.

For example, tariff announcements in the U.S. in the second quarter of 2025 have indirectly caused the price of the premium on aluminum in the U.S., known as the Midwest Premium, to spike and remain elevated which resulted in an approximate $35 million unfavorable impact on our results for the year ended December 31, 2025 and is expected to continue to adversely impact our results of operations.

While our hedging program can help mitigate some of the volatility, the opaque pricing and limited liquidity of the Midwest Premium can make hedging this exposure costly.

In addition to impacting the prices of raw materials, a constant or periodic change in the Midwest Premium may decrease our profit margins or we may pass on the increased costs to our consumers which could in turn result in the loss of sales if the end consumer is not willing to pay the increased price.

We plan to continue to evaluate and implement strategies which are designed to help mitigate the impact on our business, consolidated results of operations and financial condition while continuing to support our long-term strategic growth and capital allocation priorities.

Chief Executive Officer Succession

On April 12, 2025, Gavin D.K. Hattersley, the then President and CEO of our Company and a then member of the Board, informed our Company and the Board that he intended to retire from our Company and as a member of the Board, in each case, by December 31, 2025.

On September 19, 2025, the Board appointed Rahul Goyal as our Company’s President and CEO and member of the Board effective, in each case, as of October 1, 2025, following the retirement of Gavin D.K. Hattersley from those same positions immediately prior to such appointments.

Gavin D.K. Hattersley remained employed by our Company in an advisory role to assist in the transition until December 31, 2025.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

*Americas Restructuring Plan*

On October 20, 2025, we announced an Americas Restructuring Plan designed to create a leaner, more agile Americas segment while advancing our ability to reinvest in the business and position our Company for future growth.

The plan resulted in charges of $28.7 million, primarily related to severance payments and post-employment benefits, recorded to other operating income (expense), net in our consolidated statements of operations during the year ended December 31, 2025.

The remaining charges, predominantly employee-related charges, for the Americas Restructuring Plan are expected to be recorded during the year ended December 31, 2026 and total restructuring charges are expected to be at the low end of the previously communicated range of $35 million to $50 million at approximately $35 million.

During the third quarter of 2025, we recorded a partial goodwill impairment charge of $3,645.7 million to goodwill impairment in our consolidated statement of operations related to our Americas reporting unit.

*Intangible Asset Impairment*

During the third quarter of 2025, we recorded a full impairment charge of $75.3 million related to our *Blue Run Spirits* definite-lived intangible asset within other operating income (expense), net in our consolidated statements of operations.

*Fevertree Transactions*

The acquisition is aligned with our strategy to expand beyond the beer aisle.

We recorded accelerated depreciation in excess of normal depreciation of $17.9 million and $93.6 million during the year ended December 31, 2025 and December 31, 2024, respectively.

Restructuring charges related to these actions are complete.

*Intangible Asset Impairment*

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| Goodwill impairment | | | (3,645.7) | | | | | | N/M | | | | | | — | | | | | | N/M | | | | | | — | | |

- *Other operating income (expense), net* - Unfavorable impact of $15.6 million (unfavorable impact for EMEA&APAC and Americas of $15.5 million and $0.1 million, respectively).

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

We utilize net sales per hectoliter, as well as the year over year changes in this metric, as a key metric for analyzing our results.

This metric is calculated as net sales per our consolidated statements of operations divided by financial volume for the respective period.

We believe this metric is important and useful for investors and management because it provides an indication of the trends of price and sales mix and other impacts on our net sales.

Financial volume decreased 8.6% for the year ended December 31, 2025, compared to prior year, primarily due to lower shipments in both the Americas and EMEA&APAC segments as described in further detail in the “Segment Results of Operations” section below.

Americas favorable sales mix was primarily driven by lower contract brewing volume and positive brand mix.

Net sales per hectoliter increased 4.8%.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

MG&A expenses decreased 2.7% for the year ended December 31, 2025, compared to prior year, primarily due to lower short-term incentive compensation expense of approximately $70 million and lower marketing investment, partially offset by approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition which will be recoverable through net sales over the next 3 years which started in the second quarter of 2025 and costs incurred related to our global modernization ERP system implementation project.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

We expect to continue to incur incremental restructuring charges during the first quarter of 2025 through completion of wind down and closure of certain remaining U.S. craft facilities.

*Truss Impairment and Sale*

During the first quarter of 2022, we recognized an impairment loss of $28.6 million related to the Truss LP ("Truss") joint venture asset group of which $12.1 million was attributable to the noncontrolling interest.

Additionally, during the third quarter of 2023, we sold our controlling interest in Truss and recognized a loss of $11.1 million.

These losses were recorded within other operating income (expense), net.

*Keystone Litigation*

During the first quarter of 2022, we accrued a liability of $56.0 million within MG&A related to probable losses as a result of the ongoing *Keystone* litigation case.

During the years ended December 31, 2024 and December 31, 2023 we accrued $2.1 million and $1.9 million, respectively, in associated interest related to this accrued liability.

*Staropramen Brands Impairment*

*Russia-Ukraine Conflict*

In February 2022, Russia invaded Ukraine and the conflict remains ongoing.

As a result, we suspended exports of all our brands to Russia and subsequently terminated the license to produce any of our brands in Russia.

While not material to our consolidated net sales, the Russia-Ukraine conflict negatively impacted our EMEA&APAC segment net sales for the years ended December 31, 2023 and December 31, 2022.

In addition, the Russia-Ukraine conflict has caused a negative impact to the global economy which has impacted our Company, driving further increases to materials and manufacturing expenses.

See risk factors related to this conflict at [Part I.—Item 1A.

EMEA&APAC financial volumes also decreased 2.6%.

MG&A expenses decreased 2.2% for the year ended December 31, 2024, compared to prior year, primarily due to lower incentive compensation expense and lower marketing resulting from cycling higher investment levels in the prior year.

The decrease was partially offset by (i) the $20.0 million increase in valuation allowance that was recorded on deferred tax assets related to the sale of certain U.S. craft businesses in the third quarter of 2024, and (ii) the impact of the $45.8 million increase in the mandatorily redeemable NCI liability of CBPL in the third quarter of 2024, which is non-deductible for tax purposes.

The effective tax rate for the year ended December 31, 2024, was further decreased by the recognition of additional net tax benefit items totaling $12.8 million, as compared to the recognition of additional net tax expense items totaling $10.0 million in the year ended December 31, 2023.

Net income attributable to noncontrolling interests increased $27.8 million for the year ended December 31, 2024, compared to the prior year, primarily due to the recording of an out of period adjustment in the third quarter 2024 to increase the noncontrolling interest to the best estimate of the redemption value that existed at the time of the put option exercise in March 2024.

Financial volumes decreased 5.7% for the year ended December 31, 2024, compared to prior year, primarily due to lower contract brewing volumes related to the wind down of a U.S. contract brewing arrangement (1.9 million hectoliters) and lower U.S. volumes due to the macroeconomic environment resulting in industry softness partly offset by an increase in volumes in Canada.

Income before income taxes declined 2.8% for the year ended December 31, 2024, compared to prior year, primarily due to lower financial volumes, cost inflation related to materials and manufacturing expenses and higher other operating expense, net, partially offset by increased net pricing, favorable sales mix, lower MG&A expense and favorable cost saving initiatives.

Lower MG&A spend was primarily due to lower incentive compensation expense and lower marketing resulting from cycling higher investment levels in the prior year.

| EMEA&APAC net sales | | | (2.6) | | % | | | | 6.7 | | % | | | | 0.9 | | % | | | | 5.0 | | % |

Financial volumes decreased 2.6% for the year ended December 31, 2024, compared to prior year, primarily due to lower volumes in Western Europe due to soft market demand and high promotional activity from the competition, partially offset by Central and Eastern Europe volume growth driven by the favorable performance of our above premium and premium brands.

Income before income taxes was $145.3 million for the year ended December 31, 2024, compared to a loss before income taxes of $41.1 million in the prior year.

The improvement was primarily due to the cycling of a $160.7 million partial impairment charge to our indefinite-lived intangible asset related to the *Staropramen* family of brands recorded in the prior year, increased net pricing, favorable sales mix and cost savings initiatives, partially offset by higher net interest expense, lower financial volumes and higher MG&A spend.

Higher MG&A spend was due to increased strategic and transformation project costs as well as increased marketing to support our brands and innovations.

Fever-Tree Partnership

Further, we made an investment of approximately $90 million in Fever-Tree Drinks Plc, a listed entity on the London Stock Exchange (LSE:FEVR).

The investment will be accounted for at fair value under ASC 321.

We expect to incur certain one-time transition and integration fees related to the transactions over the next several months.

The amounts of such fees will be dependent upon the progression of our integration plans.

| Net income | | | $ | 1,036.2 | |

Risk Factors](#i4624113790654e7dbe1baef318272938_25).

The unfavorable timing of working capital was primarily driven by the timing of cash paid for our payables as well as higher payments in the current year for 2023 annual incentive compensation, partially offset by the timing of cash receipts.

Net cash used in investing activities of $648.0 million for the year ended December 31, 2024, decreased $193.7 million from $841.7 million for the year ended December 31, 2023, primarily due to cash paid in the prior year for an acquisition and other investing activities, as well as higher proceeds in the current year from the sale of the U.S. craft businesses.

Net cash used in financing activities of $1,138.4 million for the year ended December 31, 2024, increased $157.0 million from $981.4 million for the year ended December 31, 2023, primarily due to higher Class B common stock share repurchases and a payment to acquire the noncontrolling interest in CBPL, partially offset by lower net debt repayments.

The increase in cash and cash equivalents from December 31, 2023, was primarily due to net cash provided by operating activities, as well as the issuance of new EUR 800 million 3.80% senior notes due 2032.

Our objective is to manage our exposures and to decrease the volatility of our earnings and cash flows as a result of changes in underlying rates and [removed: costs.][added: prices.]

We [removed: may] [added: may,] from time to [removed: time] [added: time,] enter into interest rate swaps on our current debt obligations as our hedging strategy is to achieve our desired fixed-to-floating rate debt profile such that we manage the volatility in earnings as well as the cost of funding our operations.

[removed: As of December 31, 2024, the] [added: The] following table presents our fixed rate debt and forward starting interest rate swaps as well as the impact of an absolute 1% adverse change in interest rates on their respective fair values.

Notional amounts and fair values are presented in USD based on the applicable exchange rates as of December 31, [added: 2025 and December 31,] 2024.

[removed: "Debt"](#i4624113790654e7dbe1baef318272938_142)] [added: "Debt"](#ic9002a93d112412581e49c1c3d81d4f6_145)] for the maturity dates of our outstanding debt instruments.

| *(In millions)* | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | |

| USD denominated fixed rate [removed: debt] [added: notes] | | | $ | 4,900.0 | | | | | $ | 4,900.0 | | | | | $ | [removed: (4,484.4)] [added: (4,539.0)] | | | | | $ | [removed: (4,608.2)] [added: (4,484.4)] | | | | | $ | [removed: (355.3)] [added: (328.7)] | | | | | $ | [removed: (414.4)] [added: (355.3)] | |

| Foreign currency denominated fixed rate [removed: debt] [added: notes] | | | $ | [removed: 1,175.9] [added: 1,304.0] | | | | | $ | [removed: 1,260.7] [added: 1,175.9] | | | | | $ | [removed: (1,212.8)] [added: (1,340.9)] | | | | | $ | [removed: (1,248.6)] [added: (1,212.8)] | | | | | $ | [removed: (63.3)] [added: (59.4)] | | | | | $ | [removed: (13.5)] [added: (63.3)] | |

| Forward starting interest rate swaps | | | $ | 1,000.0 | | | | | $ | 1,000.0 | | | | | $ | [removed: 96.3] [added: 83.7] | | | | | $ | [removed: 41.6] [added: 96.3] | | | | | $ | [removed: (75.1)] [added: (81.4)] | | | | | $ | [removed: (78.9)] [added: (75.1)] | |

Foreign currency exchange risk is inherent in our [removed: operations] [added: operations,] primarily due to operating results that are denominated in currencies other than the USD.

"Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i4624113790654e7dbe1baef318272938_118)] [added: Policies"](#ic9002a93d112412581e49c1c3d81d4f6_121)] for our accounting policy over the accounting for translation adjustments and foreign currency transactions.

Approximately $3.7 billion, or [removed: 32%,] [added: 33%,] of our net sales were denominated in functional currencies other than the USD for the year ended December 31, [removed: 2024.][added: 2025.]

For the year ended December 31, [removed: 2024,] [added: 2025,] net sales denominated in GBP and CAD approximated [removed: $1.4] [added: $1.5] billion and [removed: $1.3] [added: $1.2] billion, for each respective currency.

Our foreign currency forward contracts manage our exposure related to certain royalty agreements, the purchase of production inputs and imports that are denominated in currencies other than the entity's functional [removed: local] currency and other foreign currency exchange exposure.

The [removed: following] table [removed: includes] [added: also presents] details of our foreign currency [removed: forwards] [added: forwards, which are] used to hedge our foreign exchange rate [removed: risk] [added: risk,] as well as the impact of a hypothetical 10% adverse change in the related foreign currency exchange rates on the fair value of [removed: the] [added: our] foreign currency [added: denominated fixed rate debt and our foreign currency] forwards.

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 65%] [added: 80%] of our outstanding foreign currency forwards mature in [removed: 2025, 32% mature in] 2026 and [removed: 3%] [added: 20%] mature [removed: thereafter.][added: in 2027.]

| *(In millions)* | | | | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | | | | | As of December 31, [removed: 2024] [added: 2025] | | | | | | As of December 31, [removed: 2023] [added: 2024] | | |

| Foreign currency denominated fixed rate debt | | | | | | $ | [removed: 1,175.9] [added: 1,304.0] | | | | | $ | [removed: 1,260.7] [added: 1,175.9] | | | | | $ | [removed: (1,212.8)] [added: (1,340.9)] | | | | | $ | [removed: (1,248.6)] [added: (1,212.8)] | | | | | $ | [removed: (113.6)] [added: (140.9)] | | | | | $ | [removed: (124.8)] [added: (113.6)] | |

| Foreign currency forwards | | | | | | $ | [removed: 196.2] [added: 104.9] | | | | | $ | [removed: 219.4] [added: 196.2] | | | | | $ | [removed: 10.6] [added: 0.4] | | | | | $ | [removed: (1.4)] [added: 10.6] | | | | | $ | [removed: (20.1)] [added: (11.4)] | | | | | $ | [removed: (23.6)] [added: (20.1)] | |

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 79%] [added: 81%] of commodity swaps mature in [removed: 2025] [added: 2026, 18% mature in 2027] and [removed: 21%] [added: 1%] mature in [removed: 2026.][added: 2028.]

| Swaps | | | | | | $ | [removed: 376.4] [added: 442.1] | | | | | $ | [removed: 653.5] [added: 376.4] | | | | | $ | [removed: 3.7] [added: 52.1] | | | | | $ | [removed: (30.4)] [added: 3.7] | | | | | $ | [removed: (36.3)] [added: (46.9)] | | | | | $ | [removed: (58.1)] [added: (36.3)] | |

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

The following table includes details of our foreign currency denominated fixed rate debt.

Notional amounts and fair values are presented in USD based on the applicable exchange rate as of December 31, 2025 and December 31, 2024.

| *(In millions)* | | | | | | As of December 31, 2025 | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2025 | | | | | | As of December 31, 2024 | | | | | | As of December 31, 2025 | | | | | | As of December 31, 2024 | | |

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

From our core power [removed: brands] [added: brands,] *Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling* and [removed: *Ožujsko*] [added: *Ožujsko,*] to our above premium [removed: brands] [added: brands,] including *Madrí Excepcional, Staropramen, Blue Moon Belgian White* and *Leinenkugel’s Summer Shandy*, to our [removed: economy and] value [removed: brands] [added: brands,] like *Miller High Life* and *Keystone Light*, we produce many beloved and iconic beers.

While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like *Vizzy Hard Seltzer*, spirits [removed: like *Five Trail* whiskey] and non-alcoholic beverages.

We also have partner brands, such as *Simply Spiked*, *ZOA Energy*, [added: *Fever-Tree,*] among others, through license, distribution, partnership and joint venture agreements.

In 2008, Molson Coors Brewing Company and the former SABMiller plc formed the MillerCoors joint venture that combined their respective operations in the U.S. and Puerto [removed: Rico.][added: Rico with Molson Coors Brewing Company maintaining a 42% share in the joint venture.]

Although we believe consolidation among current major brewers has largely concluded, the current landscape primarily features smaller-scale acquisitions including exports, [removed: licensing,] [added: licensing] and partnership arrangements.

The [removed: beer] [added: brewing] industry is highly competitive and our portfolio of beers competes with numerous brands in all segments which are produced by international, national, regional and local brewers.

Our [removed: products also compete with other alcohol beverages, including wine and spirits, and thus their] [added: products'] competitive position is affected by consumer preferences between and among these other categories.

[removed: This has] [added: Shifts between these beverage categories have] resulted in a reduction in the beer segment's lead in the overall alcohol beverage market over the last decade.

[removed: Consumers] [added: Further, consumers] are [removed: also] expanding [removed: further] into spirits, particularly to spirits-based [removed: ready-to-drink alcoholic beverages.][added: RTDs.]

Our Americas segment consists of the production, importing, marketing, distribution and sales of our owned [removed: brands and] [added: brands,] partner brands and licensed brands in the U.S., Canada and various countries in Latin America.

We [removed: also] have authorizations from [removed: The Coca-Cola Company] [added: Red Tree Beverages, LLC] that grant us the right to produce, market, [added: advertise, promote,] sell and distribute [added: products bearing the] *Simply Spiked* [removed: branded products] [added: trademark] in the U.S. and Canada, as well as [added: the] *Topo Chico Hard Seltzer* [removed: products] [added: trademark] in the U.S. [removed: We] [added: In addition, we] have agreements to brew, package and ship products for The Yuengling Company ("TYC") in the U.S. [added: and we have a license agreement to import, produce, market, advertise, promote, sell and distribute Fever-Tree products in the U.S.]

[removed: The] [added: Our] EMEA&APAC segment consists of the production, marketing and sales of our [removed: primary brands as well as other] owned [added: brands, partner brands] and licensed brands in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific regions.

We currently operate [removed: eleven] [added: ten] primary breweries, [removed: four] [added: three] craft breweries and one cidery.

The majority of our EMEA&APAC segment sales are in the U.K., Croatia, Romania and the Czech Republic, with the U.K. representing over 55% of the segment's net sales in [removed: 2024.][added: 2025.]

We [added: also] have certain activity that is not allocated to our segments, which is reflected in "Unallocated".

[added: Specifically,] Unallocated primarily includes certain financing-related activities such as interest expense and interest income, [added: as well as] foreign exchange gains and losses on intercompany [removed: balances as well as realized and unrealized changes in fair value on derivative instruments not designated in hedging relationships related to financing and other treasury-related activities.][added: balances.]

Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating [removed: segment and all other components remain in Unallocated.][added: segment.]

Total industry volume is sensitive to factors such as weather, [removed: holidays, changes in demographics, consumer preferences] [added: holidays] and certain occasions including major broadcasted or streamed sporting events.

Consumption of beer [removed: in the Americas segment] is [removed: seasonal,] [added: seasonal] with [removed: nearly 37%] [added: approximately 40%] of financial volume occurring during the months [removed: from] [added: of] May through [removed: August.][added: August in both the Americas and EMEA&APAC segments.]

Specifically, excise taxes remitted to tax authorities are government-imposed [removed: excise] taxes on [removed: beer] [added: alcohol products] which are shown in a separate line item in the consolidated statements of operations as a reduction of sales.

The U.S. beer business is regulated by federal, state and local [removed: governments.][added: governments that regulate the production, marketing, distribution and selling of beer and other alcoholic beverages.]

In [removed: 2024,] [added: 2025,] our U.S. [removed: business] excise taxes [removed: on malt beverages were] [added: totaled] approximately $15 per hectoliter sold on a reported basis.

In addition, the Canadian federal government regulates the advertising, labeling, quality [removed: control,] [added: control] and international trade of beer, and also imposes commodity taxes on both domestically produced and imported beer.

In [removed: 2024,] [added: 2025,] our Canadian [removed: business] excise [removed: taxes, federal and provincial, were] [added: taxes totaled] approximately [removed: $55] [added: $56] per hectoliter sold on a reported basis.

[removed: Most countries included in] [added: In] our EMEA&APAC [removed: segment] [added: segment, most countries] where we carry out significant brewing or distribution activities are either a member of the European Union ("EU") or a current candidate to join the EU, with the exception of the U.K. As such, there are similarities in the regulations that apply to many parts of our EMEA&APAC segment's operations and products, including brewing, food safety, labeling and packaging, marketing and advertising, environmental, health and safety, employment, data protection and regulations.

In [removed: the year ended December 31, 2024,] [added: 2025,] the excise taxes for our EMEA&APAC segment were approximately [removed: $46] [added: $45] per hectoliter on a reported basis.

We craft and distribute high-quality, innovative [added: beer and other] beverages with the purpose of uniting people to celebrate all life's moments.

In addition to offering beers in various price segments, we offer products in various categories like flavored beverages (which includes hard seltzers), craft, spirits and non-alcoholic beverages including [added: premium mixers and] energy drinks.

We categorize our brands globally for consistency of reporting based on the following price segments: Above Premium, Premium and [removed: Economy.][added: Value.]

Above Premium *\- Arnold Palmer Spiked*, Aspall Cider, Beck's*, Blue Moon, Blue Run Spirits*, Cobra, Corona Extra*, Coors Original, [removed: Five Trail,] [added: Fever-Tree*,] Heineken*, [added: Hidra*,] Leinenkugel's* brands*, Madrí Excepcional, Miller Genuine Draft, Molson Ultra*, *Peroni Nastro Azurro*, Pilsner Urquell*, Redd's* brands*, [removed: *Sharp's,] [added: *Rekorderlig*, Sharp's,] Simply Spiked*, [removed: Sol*,] Staropramen, Stella Artois*, Topo Chico Hard Seltzer*, Vizzy Hard Seltzer, ZOA Energy

Premium *\- Bergenbier, Borsodi, Burgasko, [removed: Caraiman,] Carling, Coors Banquet, Coors Light, Jelen, [removed: Kamenitza,] Miller Lite, Molson Canadian* brands*, Niksicko, Ožujsko*

[removed: Economy] [added: Value] *- Branik, Icehouse, Keystone, Lowenbrau*, Miller High Life, Milwaukee's Best, Steel Reserve*

No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]

Coors Distributing Company distributed approximately 5% of our total owned and non-owned Americas segment net sales for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: We] [added: To facilitate this, we] have agreements with DHL Supply Chain Limited to provide the distribution of our products throughout the U.K. We utilize several hundred third-party logistics providers across our Central European operations.

Approximately [removed: 18%] [added: 20%] of our EMEA&APAC segment net sales in [removed: 2024] [added: 2025] represented factored brands.

[removed: By the year ended December 31, 2023, and continuing into the year ended December 31, 2024, we observed a more normalized level of on-premise] [added: On-premise] volume as a percentage of total [removed: volume, returning to] [added: volume was] approximately 16% [removed: on-premise] in the U.S. and Canada and [removed: above] [added: approximately] 60% [removed: on-premise] in the U.K., the largest region in our EMEA&APAC [removed: segment, largely consistent with pre-pandemic distribution patterns.][added: segment.]

We use [removed: high quality] [added: high-quality] ingredients to brew our products, including hops, [removed: water] [added: barley] and [removed: barley,] [added: water,] among others.

[removed: Hops used to brew our products] [added: In Europe, hops] are [removed: purchased under various contracts from suppliers in the U.S. and Europe] primarily sourced from Germany, the U.K., Czech Republic and Slovenia.

[removed: In the Americas segment, we malt a majority of our production requirements in our Golden, Colorado facility, using barley] [added: Barley is] purchased primarily under annual contracts with independent farmers located predominately in the western U.S. and Canadian Prairies.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

We are among the top five global brewers in the world.

Globally, our products also compete with other alcohol beverage categories, including wine, spirits as well as wine-based and spirits-based RTDs.

Since 2019, we have made progress on our transformation journey to become a total beverage company, but given the fast-paced and evolving industry, we are focused on transforming even faster.

Under the leadership of our new Chief Executive Officer ("CEO"), effective October 1, 2025, we are continuing our journey to become a total beverage company and putting ourselves on a path to sustainable growth.

We announced an Americas Restructuring Plan aimed at putting the right level of resources closer to our consumers and customers as we pursue a return to growth, both concentrating on all segments of our beer portfolio and expanding into adjacent categories, such as premium mixers, non-alcohol beverages and energy drinks.

We aim to champion beer at every turn while building a portfolio that reflects evolving preferences.

Our investments in technology, capabilities, partnerships and innovation are designed to support profitable growth and diversification, positioning our company for success today and in the future.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

Meanwhile, all other components remain in Unallocated.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

In 2024, Ontario experienced an expansion of the retail sale of alcoholic beverages to eligible convenience, grocery and big-box grocery stores in addition to the previously allowed outlets.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

*Hops*

Hops used in our brewing process are purchased under various contracts from suppliers in the U.S. and Europe.

The contracts with our suppliers vary in length based on market conditions but are typically multi-year agreements.

*Barley*

In the Americas segment, we malt this barley for a majority of our production requirements at our Golden, Colorado facility.

*Water*

*Other*

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

Our keg supply arrangements allow us to respond to changing demand which provides supply security without locking us into long-term commitments.

We believe that our success is intrinsically linked to the wellbeing of our employees and the communities we serve.

Our goal is to build and sustain a skilled and highly engaged workforce that unites around our shared values, improves our workplace and reflects the marketplaces and consumers who enjoy our products.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

Our BRGs fuel our business strategy by enhancing our culture, supporting our talent attraction and professional development strategies and providing unique perspectives to drive consumer-based insights while supporting the communities where we live and work.

- Employee Wellness - Our holistic wellness initiatives include fitness challenges, employee assistance programs and nutrition guidance.

We offer flexible work arrangements and encourage work-life harmony to support overall employee wellbeing.

We implemented comprehensive programs that include on-site health and fitness centers, mental health resources, financial planning workshops and more to ensure our employees have the support they need to lead balanced, fulfilling lives.

We also provide a variety of financial wellbeing resources to support employees along their financial journey.

This can range from retirement planning, saving for large purchases or simply gaining insights for better budgeting.

In 2025, we continued to invest in leadership development programs, which are based on the principles of authenticity and developing self-aware leaders who create conditions for their teams to thrive.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

- Greenhouse Gas ("GHG") Emissions – Through the end of 2025, we continued to work towards our goal to reduce Scope 1 and Scope 2 GHG emissions by 50% against our baseline set in 2016.

By at least 2050, we plan to achieve net zero emissions (Scope 1, 2 and 3).

We are on pace to ensuring the PET bottles of our Central and Eastern European operations within the EU contain at least 30% recycled content by the end of 2030.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| Darrin Vohs | | | | | | 60 | | | | | | Chief Information Officer | | |

We are the fourth largest global brewer in the world.

Sales of spirits have grown faster than sales of beer in recent years, driven by, among other things, increased spirits advertising, a narrowing price gap with spirits and the growth of spirits-based ready-to-drink alcoholic beverages.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

In addition, during 2023, in the U.S., we saw a shift in consumer purchasing behavior largely within the premium segment that drove an increase in our core power brands' net sales.

Therefore, in October 2023, we announced our Acceleration Plan, building off the successes achieved under the Revitalization Plan, which was announced in October 2019.

The Acceleration Plan focuses on the execution of the following principal strategies: consistently grow our core power brand net sales, aggressively premiumize our portfolio, scale and expand in beyond beer, invest in our capabilities and support our people, communities and planet.

Under this plan, we aim to further accelerate our premiumization efforts, targeting one-third of our global brand portfolio within the above premium category in the medium term, while continuing to invest in operational enhancements and expanding beyond beer.

Our core power brands, such as *Coors Light*, *Miller Lite*, *Coors Banquet, Molson Canadian*, *Carling* and *Ožujsko* are important to the success of our long-term growth and therefore, we have focused efforts to expand strategic distribution and increase brand visibility while staying relevant with consumers.

We believe we are well positioned to compete in this continually evolving market, particularly in beer and beyond beer, including, flavor, full strength spirits and non-alcoholic beverages where we think we have a right to win.

This includes premiumizing our product mix, leveraging learnings from and building on the successes achieved in certain markets such as EMEA&APAC.

Our investments in capabilities across our organization that support premiumization and focused innovation, supply chain efficiencies and commercial effectiveness across geographies are central to this strategy, designed to ensure that we have the infrastructure to support both profitable growth and diversification.

Additionally, we had a contract brewing arrangement with Pabst Brewing Company, LLC, as well as a brewing and packaging agreement with FIFCO USA for Labatt brands in Canada for export, both of which ended in the fourth quarter of 2024.

Our portfolio includes beers that have the largest share in their respective segments, such as *Carling* in the U.K. and *Ožujsko* in Croatia.

We have beers that rank in the top five in market share in their respective segments throughout the region, such as *Staropramen* in the Czech Republic and *Bergenbier* in Romania.

Additionally, we sell *Staropramen, Coors,* *Madrí Excepcional* and *Miller Genuine Draft* in various countries.

In EMEA&APAC, the peak selling seasons typically occur during the summer months and during the Christmas and New Year holiday season.

In 2024, Ontario experienced an expansion of the retail sale of alcoholic beverages.

As of the end of October 2024, every eligible convenience, grocery and big-box grocery store in Ontario is now able to sell beer, cider, wine and ready-to-drink alcoholic beverages in addition to the previously allowed retail outlets operated by BRI, government-regulated retail outlets operated by the Liquor Control Board of Ontario ("LCBO"), approved agents of the LCBO, certain licensed grocery stores, or any bar, restaurant, or tavern licensed by the LCBO to sell alcohol for on-premise consumption.

With the onset of the coronavirus pandemic during the year ended December 31, 2020, we experienced a significant adverse impact on the operating results of our Company resulting from the closure of the on-premise channel and increased restrictions which effectively shut down the on-premise channel for various portions of time across the geographies in which we operate.

We began to see a progressive return to the on-premise channel at varying degrees across geographies throughout the years ended December 31, 2021, and 2022.

These contracts vary in length based on market conditions.

Flexible keg sourcing adapts to annual changes, enhancing supply security without long-term commitments.

We believe that people are the heart of our Company and strive to create a culture where people are encouraged to and feel comfortable to bring their unique perspectives and experiences to drive our business forward.

As a global company, we believe we have a responsibility to nurture a workforce that reflects our marketplace, which we believe makes us a better employer, partner and company of choice for our consumers and customers.

Our BRGs are supportive to their members and allies and are acknowledged internally and externally for building an inclusive workplace, supporting business growth and member development and enriching the communities in which we do business.

- Employee Wellbeing - We strive to be a provider of meaningful experiences and a safe and healthy workplace for all employees.

- Wellness - We promote healthy lifestyles across our global enterprise by offering health and insurance benefits and wellness and work/life balance programs that are tailored to employees' needs and culture by work location.

In the Americas, employees can participate in our wellness programs that incentivize healthy habits and lifestyles.

These resources include connections to virtual healthcare, remote fitness and wellness support, and a free employee assistance program for coping with stress and anxiety.

In the EMEA&APAC regions, we drive our employee wellbeing culture through a team made up of regional representatives who coordinate activities focused on the topics based on employee feedback.

In 2024, these activities included certain wellness programs, as well as flexible work hours, wellness webinars and challenges, to further emphasize our wellbeing culture.

In 2024, we continued to invest in targeted development programs, including one aimed to accelerate the readiness of high potential employees to move into roles of greater scope and complexity.

| Michelle E. St. Jacques | | | | | | 47 | | | | | | Chief Commercial Officer | | |

For information regarding litigation, other disputes and environmental and regulatory proceedings see [Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and [removed: Contingencies."](#i4624113790654e7dbe1baef318272938_157)][added: Contingencies."](#ic9002a93d112412581e49c1c3d81d4f6_160)]

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

[removed: ][added: ]

The aggregate market value of the registrant's voting and non-voting common [removed: stock] [added: equity] 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 [removed: $8.9] [added: $8.0] billion based upon the last sales price reported for such date on the New York Stock Exchange and the Toronto Stock Exchange.

The number of shares outstanding of each of the registrant's classes of common stock, as of February 11, [removed: 2025.][added: 2026.]

Class B Common [removed: Stock—190,157,977] [added: Stock—175,592,622] shares

As of February 11, [removed: 2025,] [added: 2026,] the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

Class B Exchangeable [removed: Shares—7,205,946] [added: Shares—7,093,946] shares

Documents Incorporated by Reference: Portions of the registrant's definitive proxy statement for the registrant's [removed: 2025] [added: 2026] 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, [removed: 2024,] [added: 2025,] are incorporated by reference under Part III of this Annual Report on Form 10-K.

| [Glossary of Terms and [removed: Abbreviations](#i4624113790654e7dbe1baef318272938_10)] [added: Abbreviations](#ic9002a93d112412581e49c1c3d81d4f6_10)] | | | | | | | | | [removed: [2](#i4624113790654e7dbe1baef318272938_10)] [added: [2](#ic9002a93d112412581e49c1c3d81d4f6_10)] | | |

| [Cautionary [removed: Statement](#i4624113790654e7dbe1baef318272938_13)] [added: Statement](#ic9002a93d112412581e49c1c3d81d4f6_13)] | | | | | | | | | [removed: [3](#i4624113790654e7dbe1baef318272938_13)] [added: [3](#ic9002a93d112412581e49c1c3d81d4f6_13)] | | |

| [Risk Factors [removed: Summary](#i4624113790654e7dbe1baef318272938_16)] [added: Summary](#ic9002a93d112412581e49c1c3d81d4f6_16)] | | | | | | | | | [removed: [3](#i4624113790654e7dbe1baef318272938_16)] [added: [3](#ic9002a93d112412581e49c1c3d81d4f6_16)] | | |

| [Item [removed: 1.](#i4624113790654e7dbe1baef318272938_22)] [added: 1.](#ic9002a93d112412581e49c1c3d81d4f6_22)] | | | | | | [removed: [Business](#i4624113790654e7dbe1baef318272938_22)] [added: [Business](#ic9002a93d112412581e49c1c3d81d4f6_22)] | | | [removed: [5](#i4624113790654e7dbe1baef318272938_22)] [added: [5](#ic9002a93d112412581e49c1c3d81d4f6_22)] | | |

| [Item [removed: 1A.](#i4624113790654e7dbe1baef318272938_25)] [added: 1A.](#ic9002a93d112412581e49c1c3d81d4f6_25)] | | | | | | [Risk [removed: Factors](#i4624113790654e7dbe1baef318272938_25)] [added: Factors](#ic9002a93d112412581e49c1c3d81d4f6_25)] | | | [removed: [13](#i4624113790654e7dbe1baef318272938_25)] [added: [13](#ic9002a93d112412581e49c1c3d81d4f6_25)] | | |

| [Item [removed: 1B.](#i4624113790654e7dbe1baef318272938_28)] [added: 1B.](#ic9002a93d112412581e49c1c3d81d4f6_28)] | | | | | | [Unresolved Staff [removed: Comments](#i4624113790654e7dbe1baef318272938_28)] [added: Comments](#ic9002a93d112412581e49c1c3d81d4f6_28)] | | | [removed: [32](#i4624113790654e7dbe1baef318272938_28)] [added: [32](#ic9002a93d112412581e49c1c3d81d4f6_28)] | | |

| [Item [removed: 1C.](#i4624113790654e7dbe1baef318272938_31)] [added: 1C.](#ic9002a93d112412581e49c1c3d81d4f6_31)] | | | | | | [removed: [Cybersecurity](#i4624113790654e7dbe1baef318272938_31)] [added: [Cybersecurity](#ic9002a93d112412581e49c1c3d81d4f6_31)] | | | [removed: [32](#i4624113790654e7dbe1baef318272938_31)] [added: [33](#ic9002a93d112412581e49c1c3d81d4f6_31)] | | |

| [Item [removed: 2.](#i4624113790654e7dbe1baef318272938_34)] [added: 2.](#ic9002a93d112412581e49c1c3d81d4f6_34)] | | | | | | [removed: [Properties](#i4624113790654e7dbe1baef318272938_34)] [added: [Properties](#ic9002a93d112412581e49c1c3d81d4f6_34)] | | | [removed: [34](#i4624113790654e7dbe1baef318272938_34)] [added: [34](#ic9002a93d112412581e49c1c3d81d4f6_34)] | | |

| [Item [removed: 3.](#i4624113790654e7dbe1baef318272938_37)] [added: 3.](#ic9002a93d112412581e49c1c3d81d4f6_37)] | | | | | | [Legal [removed: Proceedings](#i4624113790654e7dbe1baef318272938_37)] [added: Proceedings](#ic9002a93d112412581e49c1c3d81d4f6_37)] | | | [removed: [35](#i4624113790654e7dbe1baef318272938_37)] [added: [35](#ic9002a93d112412581e49c1c3d81d4f6_37)] | | |

| [Item [removed: 4.](#i4624113790654e7dbe1baef318272938_40)] [added: 4.](#ic9002a93d112412581e49c1c3d81d4f6_40)] | | | | | | [Mine Safety [removed: Disclosures](#i4624113790654e7dbe1baef318272938_40)] [added: Disclosures](#ic9002a93d112412581e49c1c3d81d4f6_40)] | | | [removed: [35](#i4624113790654e7dbe1baef318272938_40)] [added: [35](#ic9002a93d112412581e49c1c3d81d4f6_40)] | | |

| [PART [removed: II.](#i4624113790654e7dbe1baef318272938_43)] [added: II.](#ic9002a93d112412581e49c1c3d81d4f6_43)] | | | | | | | | | | | |

| [Item [removed: 5.](#i4624113790654e7dbe1baef318272938_46)] [added: 5.](#ic9002a93d112412581e49c1c3d81d4f6_46)] | | | | | | [Market for Registrant's Common [removed: Equity](#i4624113790654e7dbe1baef318272938_46),] [added: Equity](#ic9002a93d112412581e49c1c3d81d4f6_46),] Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [35](#i4624113790654e7dbe1baef318272938_46)] [added: [35](#ic9002a93d112412581e49c1c3d81d4f6_46)] | | |

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| [Item [removed: 7.](#i4624113790654e7dbe1baef318272938_52)] [added: 7.](#ic9002a93d112412581e49c1c3d81d4f6_52)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4624113790654e7dbe1baef318272938_52)] [added: Operations](#ic9002a93d112412581e49c1c3d81d4f6_52)] | | | [removed: [37](#i4624113790654e7dbe1baef318272938_52)] [added: [37](#ic9002a93d112412581e49c1c3d81d4f6_52)] | | |

| [Item [removed: 7A.](#i4624113790654e7dbe1baef318272938_88)] [added: 7A.](#ic9002a93d112412581e49c1c3d81d4f6_91)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4624113790654e7dbe1baef318272938_88)] [added: Risk](#ic9002a93d112412581e49c1c3d81d4f6_91)] | | | [removed: [55](#i4624113790654e7dbe1baef318272938_88)] [added: [56](#ic9002a93d112412581e49c1c3d81d4f6_91)] | | |

| [Item [removed: 8.](#i4624113790654e7dbe1baef318272938_91)] [added: 8.](#ic9002a93d112412581e49c1c3d81d4f6_94)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i4624113790654e7dbe1baef318272938_91)] [added: Data](#ic9002a93d112412581e49c1c3d81d4f6_94)] | | | [removed: [57](#i4624113790654e7dbe1baef318272938_91)] [added: [58](#ic9002a93d112412581e49c1c3d81d4f6_94)] | | |

| [Item [removed: 9.](#i4624113790654e7dbe1baef318272938_178)] [added: 9.](#ic9002a93d112412581e49c1c3d81d4f6_181)] | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i4624113790654e7dbe1baef318272938_178)] [added: Disclosure](#ic9002a93d112412581e49c1c3d81d4f6_181)] | | | [removed: [122](#i4624113790654e7dbe1baef318272938_178)] [added: [123](#ic9002a93d112412581e49c1c3d81d4f6_181)] | | |

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| [Item [removed: 9B.](#i4624113790654e7dbe1baef318272938_184)] [added: 9B.](#ic9002a93d112412581e49c1c3d81d4f6_187)] | | | | | | [Other [removed: Information](#i4624113790654e7dbe1baef318272938_184)] [added: Information](#ic9002a93d112412581e49c1c3d81d4f6_187)] | | | [removed: [123](#i4624113790654e7dbe1baef318272938_184)] [added: [124](#ic9002a93d112412581e49c1c3d81d4f6_187)] | | |

| [Item [removed: 9C.](#i4624113790654e7dbe1baef318272938_187)] [added: 9C.](#ic9002a93d112412581e49c1c3d81d4f6_193)] | | | | | | [Disclosures Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i4624113790654e7dbe1baef318272938_187)] [added: Inspection](#ic9002a93d112412581e49c1c3d81d4f6_193)] | | | [removed: [123](#i4624113790654e7dbe1baef318272938_187)] [added: [124](#ic9002a93d112412581e49c1c3d81d4f6_193)] | | |

| [Item [removed: 10.](#i4624113790654e7dbe1baef318272938_193)] [added: 10.](#ic9002a93d112412581e49c1c3d81d4f6_199)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4624113790654e7dbe1baef318272938_193)] [added: Governance](#ic9002a93d112412581e49c1c3d81d4f6_199)] | | | [removed: [123](#i4624113790654e7dbe1baef318272938_193)] [added: [124](#ic9002a93d112412581e49c1c3d81d4f6_199)] | | |

| [Item [removed: 11.](#i4624113790654e7dbe1baef318272938_196)] [added: 11.](#ic9002a93d112412581e49c1c3d81d4f6_202)] | | | | | | [Executive [removed: Compensation](#i4624113790654e7dbe1baef318272938_196)] [added: Compensation](#ic9002a93d112412581e49c1c3d81d4f6_202)] | | | [removed: [123](#i4624113790654e7dbe1baef318272938_196)] [added: [124](#ic9002a93d112412581e49c1c3d81d4f6_202)] | | |

| [Item [removed: 12.](#i4624113790654e7dbe1baef318272938_199)] [added: 12.](#ic9002a93d112412581e49c1c3d81d4f6_205)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4624113790654e7dbe1baef318272938_199)] [added: Matters](#ic9002a93d112412581e49c1c3d81d4f6_205)] | | | [removed: [123](#i4624113790654e7dbe1baef318272938_199)] [added: [124](#ic9002a93d112412581e49c1c3d81d4f6_205)] | | |

| [Item [removed: 13.](#i4624113790654e7dbe1baef318272938_202)] [added: 13.](#ic9002a93d112412581e49c1c3d81d4f6_208)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4624113790654e7dbe1baef318272938_202)] [added: Independence](#ic9002a93d112412581e49c1c3d81d4f6_208)] | | | [removed: [123](#i4624113790654e7dbe1baef318272938_202)] [added: [125](#ic9002a93d112412581e49c1c3d81d4f6_208)] | | |

| [Item [removed: 14.](#i4624113790654e7dbe1baef318272938_205)] [added: 14.](#ic9002a93d112412581e49c1c3d81d4f6_211)] | | | | | | [Principal [removed: Account](#i4624113790654e7dbe1baef318272938_205)[ant](#i4624113790654e7dbe1baef318272938_205)] [added: Account](#ic9002a93d112412581e49c1c3d81d4f6_211)[ant](#ic9002a93d112412581e49c1c3d81d4f6_211)] [Fees and [removed: Services](#i4624113790654e7dbe1baef318272938_205)] [added: Services](#ic9002a93d112412581e49c1c3d81d4f6_211)] | | | [removed: [123](#i4624113790654e7dbe1baef318272938_205)] [added: [125](#ic9002a93d112412581e49c1c3d81d4f6_211)] | | |

| [Item [removed: 15.](#i4624113790654e7dbe1baef318272938_211)] [added: 15.](#ic9002a93d112412581e49c1c3d81d4f6_217)] | | | | | | [removed: [Exhibits](#i4624113790654e7dbe1baef318272938_211)] [added: [Exhibits](#ic9002a93d112412581e49c1c3d81d4f6_217)] [and [removed: Financial](#i4624113790654e7dbe1baef318272938_211)] [added: Financial](#ic9002a93d112412581e49c1c3d81d4f6_217)] [Statement [removed: Schedules](#i4624113790654e7dbe1baef318272938_211)] [added: Schedules](#ic9002a93d112412581e49c1c3d81d4f6_217)] | | | [removed: [124](#i4624113790654e7dbe1baef318272938_211)] [added: [125](#ic9002a93d112412581e49c1c3d81d4f6_217)] | | |

| [Item [removed: 16.](#i4624113790654e7dbe1baef318272938_217)] [added: 16.](#ic9002a93d112412581e49c1c3d81d4f6_223)] | | | | | | Form 10-K [removed: [Summary](#i4624113790654e7dbe1baef318272938_217)] [added: [Summary](#ic9002a93d112412581e49c1c3d81d4f6_223)] | | | [removed: [130](#i4624113790654e7dbe1baef318272938_217)] [added: [133](#ic9002a93d112412581e49c1c3d81d4f6_223)] | | |

| EROA | | | [removed: Assumed long-term expected] [added: Expected rate of] return on assets | | |

| OPEB | | | Other postretirement benefit [removed: plans] | | |

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 [removed: Part] [added: [Part] II—Item 7.

Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#ic9002a93d112412581e49c1c3d81d4f6_52)] in this report, and under the heading [Items Affecting Reported [removed: Results](#i4624113790654e7dbe1baef318272938_55),] [added: Results](#ic9002a93d112412581e49c1c3d81d4f6_55),] with respect to, among others, expectations [added: and impacts] of [added: macroeconomic forces, beverage industry trends,] cost [removed: inflation, limited] [added: inflation and tariffs,] consumer [added: preferences and limited] disposable income, [removed: consumer preferences,] overall volume and market share trends, our competitive position, [added: execution of our strategic priorities, anticipated results,] pricing trends, [removed: macroeconomic forces, beverage industry trends,] cost reduction strategies, [removed: execution] [added: including the Americas Restructuring Plan announced in October] of [removed: our Acceleration Plan,] [added: 2025 and the expected charges and benefits of the restructuring,] shipment levels and profitability, the sufficiency of capital resources, [removed: anticipated results,] expectations for funding future capital expenditures and operations, [removed: effective tax rate,] debt service capabilities, timing and amounts of debt and leverage levels, Preserving the Planet and related environmental [removed: initiatives] [added: initiatives, effective tax rate] and expectations regarding future dividends and share repurchases.

Words such as "expects," "intends," "goals," "plans," "believes," [added: "confidence," "views,"] "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.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| [PART I.](#ic9002a93d112412581e49c1c3d81d4f6_19) | | | | | | | | | | | |

| [PART III.](#ic9002a93d112412581e49c1c3d81d4f6_196) | | | | | | | | | | | |

| [PART IV.](#ic9002a93d112412581e49c1c3d81d4f6_214) | | | | | | | | | | | |

| [Signatures](#ic9002a93d112412581e49c1c3d81d4f6_226) | | | | | | | | | [133](#ic9002a93d112412581e49c1c3d81d4f6_226) | | |

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| DSU | | | Deferred stock unit | | |

| OBBBA | | | One, Big, Beautiful Bill Act | | |

| PSU | | | Performance share unit | | |

| RSU | | | Restricted stock unit | | |

| RTD | | | Ready-to-drink alcoholic beverage | | |

| VIE | | | Variable interest entity | | |

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

- restructuring activities;

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

- complications with the implementation of our enterprise resource planning system;

- changes in tax laws, regulations or tax rates;

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| [PART I.](#i4624113790654e7dbe1baef318272938_19) | | | | | | | | | | | |

| [PART III.](#i4624113790654e7dbe1baef318272938_190) | | | | | | | | | | | |

| [PART IV.](#i4624113790654e7dbe1baef318272938_208) | | | | | | | | | | | |

| [Signatures](#i4624113790654e7dbe1baef318272938_220) | | | | | | | | | [130](#i4624113790654e7dbe1baef318272938_220) | | |

| DSUs | | | Deferred stock units | | |

| PSUs | | | Performance share units | | |

| RSUs | | | Restricted stock units | | |

| VIEs | | | Variable interest entities | | |

- 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;

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

Our cybersecurity program is managed by a dedicated [removed: Global] Chief Information Officer ("CIO") whose team, including the head of Information Technology Security, is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes.

The Board has tasked the Audit Committee with overseeing, reviewing and discussing with management, the internal audit team and the independent auditors, our ERM Program, policies and procedures with respect to, among other things, the assessment and management of risks related to our cybersecurity and information security and the steps management has taken to monitor and [removed: control] [added: mitigate] such risks.

See also [Part I—Item 1A Risk [removed: Factors](#i4624113790654e7dbe1baef318272938_25)] [added: Factors](#ic9002a93d112412581e49c1c3d81d4f6_25)] for the following risk: Cybersecurity incidents impacting our information [removed: systems,] [added: systems] and violations of data privacy laws and regulations could disrupt our business operations and adversely impact our reputation and results of operations.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| | | | | | | Burton-on-Trent, [removed: U.K.(2)] [added: U.K.] | | | | | | EMEA&APAC segment operational headquarters | | |

| Brewery/packaging plants | | | | | | Albany, [removed: Georgia(3)] [added: Georgia(2)] | | | | | | Brewing and packaging | | |

| | | | | | | Elkton, [removed: Virginia(3)] [added: Virginia(2)] | | | | | | Brewing and packaging | | |

| | | | | | | Fort Worth, [removed: Texas(3)] [added: Texas(2)] | | | | | | Brewing and packaging | | |

| | | | | | | Golden, [removed: Colorado(3)] [added: Colorado(2)] | | | | | | Brewing and packaging | | |

| | | | | | | Trenton, [removed: Ohio(3)] [added: Ohio(2)] | | | | | | Brewing and packaging | | |

| Container operations | | | | | | Golden, [removed: Colorado(4)] [added: Colorado(3)] | | | | | | Can and end manufacturing facilities | | |

| | | | | | | Wheat Ridge, [removed: Colorado(4)] [added: Colorado(3)] | | | | | | Bottling manufacturing facility | | |

| Brewery/packaging plants | | | | | | Apatin, [removed: Serbia(5)] [added: Serbia(4)] | | | | | | Brewing and packaging | | |

| | | | | | | Burton-on-Trent, [removed: U.K.(5)] [added: U.K.(4)] | | | | | | Brewing and packaging | | |

| | | | | | | Ploiesti, [removed: Romania(5)] [added: Romania(4)] | | | | | | Brewing and packaging | | |

| | | | | | | Prague, Czech [removed: Republic(5)] [added: Republic(4)] | | | | | | Brewing and packaging | | |

| | | | | | | Zagreb, [removed: Croatia(5)] [added: Croatia(4)] | | | | | | Brewing and packaging | | |

[removed: (3)The] [added: (2)The] Golden, Trenton, Elkton, Albany and Fort Worth breweries collectively accounted for approximately [removed: 77%] [added: 79%] of our Americas segment production for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: (4)The] [added: (3)The] Wheat Ridge and Golden, Colorado facilities are leased from us by RMBC and RMMC, respectively.

[removed: (5)The] [added: (4)The] Burton-on-Trent, Prague, Ploiesti, Apatin and Zagreb breweries collectively accounted for approximately [removed: 73%] [added: 75%] of our EMEA&APAC segment production for the year ended December 31, [removed: 2024.][added: 2025.]

During the year ended December 31, [removed: 2024,] [added: 2025,] our operating facilities were not capacity constrained.

As of February 18, 2026, our principal properties by segment and function, all of which are owned by us unless otherwise noted, consisted of:

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

As of February 18, 2025, our major facilities were owned (unless otherwise indicated) and are as follows:

(2)As of December 31, 2022, we signed a sale and leaseback agreement for the EMEA&APAC segment operational headquarters facility located in Burton-on-Trent.

The sale and leaseback agreement is due to terminate in February 2025 ahead of relocation to an owned facility near the Burton-on-Trent brewery that will serve as the EMEA&APAC segment operational headquarters from March 2025.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

The approximate number of record security holders by class of stock at February 11, [removed: 2025, is] [added: 2026, was] as follows:

| Class B common stock, $0.01 par value | | | | | | [removed: 2,838] [added: 2,767] | | |

| Class B exchangeable shares, no par value | | | | | | [removed: 2,143] [added: 2,113] | | |

We [removed: have] used a weighted-average based on market capitalization to determine the return for the Peer Group.

The graph assumes $100 was invested on December 31, [removed: 2019,] [added: 2020,] in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

A quarterly dividend of [removed: $0.38] [added: $0.47] per share was declared and paid to eligible shareholders of record on the respective record dates throughout [removed: 2022] [added: 2025] for a total of [removed: $1.52] [added: $1.88] per share or a CAD equivalent of CAD [removed: 1.95] [added: 2.62] per share.

The following table presents information with respect to Class B common stock purchases made by our Company during the three months ended December 31, [removed: 2024:][added: 2025:]

(1)On September 29, 2023, our Board approved a share repurchase program [removed: to repurchase] up to an aggregate of $2.0 billion of our [removed: Company's] Class B common stock, excluding brokerage commissions and excise taxes, with an expected program term of five years.

The number, price, structure and timing of the repurchases under the program, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt [removed: arrangements] [added: agreements] and other factors.

The repurchase authorization does not oblige us to acquire any particular amount of our [removed: Company's] Class B common stock.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| Molson Coors | | | $ | 100.00 | | | | | $ | 104.07 | | | | | $ | 119.05 | | | | | $ | 151.48 | | | | | $ | 144.25 | | | | | $ | 122.07 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | 105.35 | | | | | $ | 133.55 | | | | | $ | 167.88 | | | | | $ | 198.29 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 102.29 | | | | | $ | 102.59 | | | | | $ | 109.72 | | | | | $ | 91.55 | | | | | $ | 100.87 | |

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| October 1, 2025 through October 31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 879,236,010 | |

| November 1, 2025 through November 30, 2025 | | | | | | 4,541,855 | | | | | | $ | 46.24 | | | | | 4,541,855 | | | | | | $ | 669,236,722 | |

| December 1, 2025 through December 31, 2025 | | | | | | 2,353,775 | | | | | | $ | 46.73 | | | | | 2,353,775 | | | | | | $ | 559,237,202 | |

| Total | | | | | | 6,895,630 | | | | | | $ | 46.41 | | | | | 6,895,630 | | | | | | $ | 559,237,202 | |

On February 9, 2026, our Board approved an increase to the existing Class B common stock repurchase program by $2.0 billion, for an aggregate authorization of up to $4.0 billion, and an extension of the duration of the Class B common stock repurchase program to December 31, 2031.

Including this increase, approximately $2.6 billion remains available for repurchase under the Class B common stock repurchase program as of December 31, 2025.

[Table of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)

| Molson Coors | | | $ | 100.00 | | | | | $ | 84.84 | | | | | $ | 88.30 | | | | | $ | 101.01 | | | | | $ | 128.51 | | | | | $ | 122.38 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 118.39 | | | | | $ | 152.34 | | | | | $ | 124.73 | | | | | $ | 158.11 | | | | | $ | 198.75 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 86.60 | | | | | $ | 88.58 | | | | | $ | 88.84 | | | | | $ | 95.02 | | | | | $ | 79.29 | |

| October 1, 2024 through October 31, 2024 | | | | | | 405,837 | | | | | | $ | 55.53 | | | | | 405,837 | | | | | | $ | 1,394,325,657 | |

| November 1, 2024 through November 30, 2024 | | | | | | 1,292,234 | | | | | | $ | 60.84 | | | | | 1,292,234 | | | | | | $ | 1,315,706,648 | |

| December 1, 2024 through December 31, 2024 | | | | | | 1,709,219 | | | | | | $ | 61.29 | | | | | 1,709,219 | | | | | | $ | 1,210,940,550 | |

| Total | | | | | | 3,407,290 | | | | | | $ | 60.44 | | | | | 3,407,290 | | | | | | $ | 1,210,940,550 | |

| [Management's [removed: Report](#i4624113790654e7dbe1baef318272938_94)] [added: Report](#ic9002a93d112412581e49c1c3d81d4f6_97)] | | | [removed: [58](#i4624113790654e7dbe1baef318272938_94)] [added: [59](#ic9002a93d112412581e49c1c3d81d4f6_97)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i4624113790654e7dbe1baef318272938_97) 238[)](#i4624113790654e7dbe1baef318272938_97)] [added: ID](#ic9002a93d112412581e49c1c3d81d4f6_100) 238[)](#ic9002a93d112412581e49c1c3d81d4f6_100)] | | | [removed: [59](#i4624113790654e7dbe1baef318272938_97)] [added: [60](#ic9002a93d112412581e49c1c3d81d4f6_100)] | | |

| [Consolidated Statements of [removed: Operations](#i4624113790654e7dbe1baef318272938_100)] [added: Operations](#ic9002a93d112412581e49c1c3d81d4f6_103)] | | | [removed: [61](#i4624113790654e7dbe1baef318272938_100)] [added: [63](#ic9002a93d112412581e49c1c3d81d4f6_103)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i4624113790654e7dbe1baef318272938_103)] [added: (Loss)](#ic9002a93d112412581e49c1c3d81d4f6_106)] | | | [removed: [62](#i4624113790654e7dbe1baef318272938_103)] [added: [64](#ic9002a93d112412581e49c1c3d81d4f6_106)] | | |

| [Consolidated Balance [removed: Sheets](#i4624113790654e7dbe1baef318272938_106)] [added: Sheets](#ic9002a93d112412581e49c1c3d81d4f6_109)] | | | [removed: [63](#i4624113790654e7dbe1baef318272938_106)] [added: [65](#ic9002a93d112412581e49c1c3d81d4f6_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4624113790654e7dbe1baef318272938_109)] [added: Flows](#ic9002a93d112412581e49c1c3d81d4f6_112)] | | | [removed: [64](#i4624113790654e7dbe1baef318272938_109)] [added: [66](#ic9002a93d112412581e49c1c3d81d4f6_112)] | | |

| [Consolidated Statements of Stockholders' Equity and Noncontrolling [removed: Interests](#i4624113790654e7dbe1baef318272938_112)] [added: Interests](#ic9002a93d112412581e49c1c3d81d4f6_115)] | | | [removed: [66](#i4624113790654e7dbe1baef318272938_112)] [added: [68](#ic9002a93d112412581e49c1c3d81d4f6_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4624113790654e7dbe1baef318272938_115)] [added: Statements](#ic9002a93d112412581e49c1c3d81d4f6_118)] | | | [removed: [68](#i4624113790654e7dbe1baef318272938_115)] [added: [70](#ic9002a93d112412581e49c1c3d81d4f6_118)] | | |

| [Note 1, "Basis of Presentation and Summary of Significant Accounting [removed: Policies"](#i4624113790654e7dbe1baef318272938_118)] [added: Policies"](#ic9002a93d112412581e49c1c3d81d4f6_121)] | | | [removed: [68](#i4624113790654e7dbe1baef318272938_118)] [added: [70](#ic9002a93d112412581e49c1c3d81d4f6_121)] | | |

| [Note 2, "New Accounting [removed: Pronouncements"](#i4624113790654e7dbe1baef318272938_121)] [added: Pronouncements"](#ic9002a93d112412581e49c1c3d81d4f6_124)] | | | [removed: [79](#i4624113790654e7dbe1baef318272938_121)] [added: [81](#ic9002a93d112412581e49c1c3d81d4f6_124)] | | |

| [Note 5, "Property, Plant and [removed: Equipment"](#i4624113790654e7dbe1baef318272938_130)] [added: Equipment"](#ic9002a93d112412581e49c1c3d81d4f6_133)] | | | [removed: [83](#i4624113790654e7dbe1baef318272938_130)] [added: [85](#ic9002a93d112412581e49c1c3d81d4f6_133)] | | |

| [Note 6, "Goodwill and Intangible [removed: Assets"](#i4624113790654e7dbe1baef318272938_133)] [added: Assets"](#ic9002a93d112412581e49c1c3d81d4f6_136)] | | | [removed: [83](#i4624113790654e7dbe1baef318272938_133)] [added: [85](#ic9002a93d112412581e49c1c3d81d4f6_136)] | | |

| [Note 7, "Accounts Payable and Other Current [removed: Liabilities"](#i4624113790654e7dbe1baef318272938_136)] [added: Liabilities"](#ic9002a93d112412581e49c1c3d81d4f6_139)] | | | [removed: [87](#i4624113790654e7dbe1baef318272938_136)] [added: [89](#ic9002a93d112412581e49c1c3d81d4f6_139)] | | |

| [Note 10, "Derivative Instruments and Hedging [removed: Activities"](#i4624113790654e7dbe1baef318272938_145)] [added: Activities"](#ic9002a93d112412581e49c1c3d81d4f6_148)] | | | [removed: [91](#i4624113790654e7dbe1baef318272938_145)] [added: [93](#ic9002a93d112412581e49c1c3d81d4f6_148)] | | |

| [Note 11, "Employee Retirement Plans and Postretirement [removed: Benefits"](#i4624113790654e7dbe1baef318272938_148)] [added: Benefits"](#ic9002a93d112412581e49c1c3d81d4f6_151)] | | | [removed: [96](#i4624113790654e7dbe1baef318272938_148)] [added: [98](#ic9002a93d112412581e49c1c3d81d4f6_151)] | | |

| [removed: [Note 13, "Commitments] [added: Commitments] and [removed: Contingencies"](#i4624113790654e7dbe1baef318272938_157)] [added: contingencies ([Note 13](#ic9002a93d112412581e49c1c3d81d4f6_160))] | | | [removed: [108](#i4624113790654e7dbe1baef318272938_157)] | | | [added: | | | | | |]

| [Note 15, "Accumulated Other Comprehensive Income [removed: (Loss)"](#i4624113790654e7dbe1baef318272938_163)] [added: (Loss)"](#ic9002a93d112412581e49c1c3d81d4f6_166)] | | | [removed: [114](#i4624113790654e7dbe1baef318272938_163)] [added: [114](#ic9002a93d112412581e49c1c3d81d4f6_166)] | | |

| [Note 16, "Share-Based [removed: Payments"](#i4624113790654e7dbe1baef318272938_166)] [added: Payments"](#ic9002a93d112412581e49c1c3d81d4f6_169)] | | | [removed: [116](#i4624113790654e7dbe1baef318272938_166)] [added: [116](#ic9002a93d112412581e49c1c3d81d4f6_169)] | | |

| [Note 17, "Other Operating Income (Expense), [removed: net"](#i4624113790654e7dbe1baef318272938_172)] [added: net"](#ic9002a93d112412581e49c1c3d81d4f6_175)] | | | [removed: [118](#i4624113790654e7dbe1baef318272938_172)] [added: [119](#ic9002a93d112412581e49c1c3d81d4f6_175)] | | |

[Table [removed: of](#i4624113790654e7dbe1baef318272938_7) [Content](#i4624113790654e7dbe1baef318272938_7)[s](#i4624113790654e7dbe1baef318272938_7)][added: of Content](#ic9002a93d112412581e49c1c3d81d4f6_7)[s](#ic9002a93d112412581e49c1c3d81d4f6_7)]

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the framework and criteria established in *Internal Control—Integrated Framework* (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon its assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company's internal control over financial reporting was effective.

We have audited the accompanying consolidated balance sheets of Molson Coors Beverage Company and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income (loss), of [removed: stockholders’] [added: stockholders'] equity and noncontrolling interests, and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing under Item 15(c) (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: Goodwill] [added: Interim Goodwill] Impairment Assessment - Americas Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, the [removed: Company’s] [added: Company's] goodwill balance [added: as of December 31, 2025 was $1,944.7 million and is] related [added: solely] to the Americas reporting [removed: unit was $5,582 million as of December 31, 2024.][added: unit.]

[removed: The] [added: Management evaluates the] carrying value of goodwill [removed: is evaluated for impairment] at the reporting unit level [added: for impairment] at least annually or when an interim triggering event occurs that may indicate potential impairment.

The Company’s annual [removed: impairment] test is performed as of the first day of the fiscal fourth quarter.

If the carrying value exceeds its fair value, [removed: the Company] [added: management] would recognize an impairment loss in an amount equal to the excess up to the total amount of goodwill allocated to [removed: the] [added: that] reporting unit.

[removed: Management concluded that] [added: As of] the [added: October 1, 2024 testing date, the] fair value of the Americas reporting unit was in excess of its carrying value [removed: and therefore] [added: amount and, therefore,] no goodwill impairment charge was recorded.

The principal considerations for our determination that performing procedures relating to the [added: interim] goodwill impairment assessment for the Americas reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Americas reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the [removed: weighted average] [added: weighted-average] cost of capital, [added: market multiples, terminal] growth [added: rate, growth] rates for sales and growth rates for costs of goods sold; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Americas reporting unit; (ii) evaluating the appropriateness of the discounted cash flow analysis and market approach used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analysis and market approach; and (iv) evaluating the reasonableness of [added: the] significant assumptions used by management related to the [removed: weighted average] [added: weighted-average] cost of capital, [added: market multiples, terminal] growth [added: rate, growth] rates for sales and growth rates for costs of goods sold.

Evaluating [removed: management’s] [added: management's] assumptions related to growth rates for sales and growth rates for costs of goods sold involved evaluating whether the significant assumptions used were reasonable considering (i) the current and past performance of the Americas reporting unit; (ii) the consistency with external market and industry data; and (iii) whether [removed: these] [added: the] assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the [removed: Company’s] discounted cash flow analysis and market approach and (ii) the reasonableness of the [removed: weighted average] [added: weighted-average] cost of [removed: capital assumption.][added: capital, market multiples, and terminal growth rate assumptions.]

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Sales | | | $ | [removed: 13,734.3] [added: 13,040.3] | | | | | $ | [removed: 13,884.6] [added: 13,734.3] | | | | | $ | [removed: 12,807.5] [added: 13,884.6] | |

| [Note 3, "Investments"](#ic9002a93d112412581e49c1c3d81d4f6_127) | | | [82](#ic9002a93d112412581e49c1c3d81d4f6_127) | | |

| [Note 4, "Inventories"](#ic9002a93d112412581e49c1c3d81d4f6_130) | | | [84](#ic9002a93d112412581e49c1c3d81d4f6_130) | | |

| [Note 8, "Leases"](#ic9002a93d112412581e49c1c3d81d4f6_142) | | | [89](#ic9002a93d112412581e49c1c3d81d4f6_142) | | |

| [Note 9, "Debt"](#ic9002a93d112412581e49c1c3d81d4f6_145) | | | [91](#ic9002a93d112412581e49c1c3d81d4f6_145) | | |

| [Note 12, "Income Tax"](#ic9002a93d112412581e49c1c3d81d4f6_157) | | | [106](#ic9002a93d112412581e49c1c3d81d4f6_157) | | |

| [Note 14, "Stockholders' Equity"](#ic9002a93d112412581e49c1c3d81d4f6_163) | | | [113](#ic9002a93d112412581e49c1c3d81d4f6_163) | | |

| [Note 18, "Segment Reporting"](#ic9002a93d112412581e49c1c3d81d4f6_178) | | | [120](#ic9002a93d112412581e49c1c3d81d4f6_178) | | |

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| /s/ RAHUL GOYAL | | | | | | /s/ TRACEY I. JOUBERT | | |

| Rahul Goyal | | | | | | Tracey I. Joubert | | |

| February 18, 2026 | | | | | | February 18, 2026 | | |

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

During the third quarter of 2025, management identified a triggering event that indicated it was more likely than not that the carrying value of the Americas reporting unit exceeded its fair value.

As disclosed by management, discounted cash flow projections include assumptions for growth rates for sales and associated costs of goods sold, along with terminal growth rates.

Additionally, the discount rate used in the analysis was based on the weighted-average cost of capital.

The fair value determinations are also sensitive to changes in market multiples.

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

Interim Intangible Impairment Assessment - Staropramen family of brands (EMEA&APAC)

As described in Notes 1 and 6 to the consolidated financial statements, management evaluates the carrying value of indefinite-lived intangible assets for impairment at least annually or when an interim triggering event occurs that may indicate potential impairment.

The Company's annual test is performed as of the first day of the fiscal fourth quarter.

The evaluation involves comparing the indefinite-lived intangible asset's fair value to its carrying value.

During the third quarter of 2025, management identified a triggering event for the Staropramen family of brands in the EMEA&APAC segment.

If the fair value exceeds its respective carrying value, then management would conclude that no impairment has occurred.

If the carrying value exceeds its fair value, management would recognize an impairment loss in an amount equal to the excess up to the total balance of the respective indefinite-lived intangible asset.

Management completed an impairment test using a discounted cash flow approach (excess earnings approach) as of August 31, 2025, and concluded that the carrying value of the Staropramen family of brands was in excess of its fair value such that a partial impairment loss of $198.6 million was recorded.

As disclosed by management, the Company's discounted cash flow projections include assumptions for growth rates for sales and associated costs of goods sold, along with terminal growth rates.

Additionally, the discount rate utilized for the Staropramen family of brands was a key assumption and was based on the weighted-average cost of capital.

In conjunction with the impairment review of the Staropramen family of brands, management also reassessed the brand's indefinite-life classification and determined that the impaired brand has characteristics that have evolved and which now indicate a definite-life.

The Company's definite lived intangible asset brands balance was $3,228.6 million as of December 31, 2025, a portion of which related to the Staropramen family of brands in the EMEA&APAC segment.

The principal considerations for our determination that performing procedures relating to the interim intangible impairment assessment for the Staropramen family of brands in EMEA&APAC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangible asset for the Staropramen family of brands; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the weighted-average cost of capital, growth rates for sales and growth rates for costs of goods sold; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management's indefinite-lived intangible impairment assessment, including controls over the valuation of the Staropramen family of brands.

These procedures also included, among others (i) testing management's process for developing the fair value estimate of the intangible asset for the Staropramen family of brands; (ii) evaluating the appropriateness of the excess earnings approach used by management; (iii) testing the completeness and accuracy of underlying data used in the excess earnings approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the weighted-average cost of capital, growth rates for sales and growth rates for costs of goods sold.

Evaluating management's assumptions related to growth rates for sales and growth rates for costs of goods sold involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Staropramen family of brands; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the excess earnings approach and (ii) the reasonableness of the weighted-average cost of capital assumption.

February 18, 2026

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

[Table o](#ic9002a93d112412581e49c1c3d81d4f6_7)[f](#ic9002a93d112412581e49c1c3d81d4f6_7) [Contents](#ic9002a93d112412581e49c1c3d81d4f6_7)

| [Note 3, "Investments"](#i4624113790654e7dbe1baef318272938_124) | | | [79](#i4624113790654e7dbe1baef318272938_124) | | |

| [Note 4, "Inventories"](#i4624113790654e7dbe1baef318272938_127) | | | [83](#i4624113790654e7dbe1baef318272938_127) | | |

| [Note 8, "Leases"](#i4624113790654e7dbe1baef318272938_139) | | | [87](#i4624113790654e7dbe1baef318272938_139) | | |

| [Note 9, "Debt"](#i4624113790654e7dbe1baef318272938_142) | | | [89](#i4624113790654e7dbe1baef318272938_142) | | |

| [Note 12, "Income Tax"](#i4624113790654e7dbe1baef318272938_154) | | | [105](#i4624113790654e7dbe1baef318272938_154) | | |

| [Note 14, "Stockholders' Equity"](#i4624113790654e7dbe1baef318272938_160) | | | [112](#i4624113790654e7dbe1baef318272938_160) | | |

| [Note 18, "Segment Reporting"](#i4624113790654e7dbe1baef318272938_175) | | | [119](#i4624113790654e7dbe1baef318272938_175) | | |

| /s/ GAVIN D.K. HATTERSLEY | | | | | | /s/ TRACEY I. JOUBERT | | |

| Gavin D.K. Hattersley | | | | | | Tracey I. Joubert | | |

| February 18, 2025 | | | | | | February 18, 2025 | | |

A combination of a discounted cash flow analysis and market approach is used by management to determine the fair value of the reporting unit.

Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting unit may include the following, as disclosed by management, (i) growth rates for sales, costs of goods sold and profits, which are based on various long-range financial and operational plans; (ii) prolonged weakening of economic conditions; or (iii) significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof, terminal growth rate, market multiples and/or weighted-average cost of capital.

February 18, 2025

| Net proceeds from (payments on) revolving credit facilities and commercial paper | | | — | | | | | | — | | | | | | (3.7) | | |

| Balance as of December 31, 2021 | | | $ | 13,664.1 | | | | | $ | — | | | | | $ | 2.1 | | | | | $ | 102.2 | | | | | $ | 417.8 | | | | | $ | 6,970.9 | | | | | $ | 7,401.5 | | | | | $ | (1,006.0) | | | | | $ | (471.4) | | | | | $ | 247.0 | |

| Contributions from noncontrolling interests | | | 8.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8.1 | | |

See the redeemable noncontrolling interest section of this footnote for further discussion of this transaction.

Also, if less than the stated vesting period, we recognize these costs over the period from the grant date to the date retirement eligibility is achieved.

*Out of Period Adjustment*

During the third quarter of 2024, we identified certain errors in the historical accounting for NCI with redemption features outside of our control under the terms of our CBPL partnership agreement and within certain other immaterial investments.

Since the inception of these partnerships dating back to as early as 2002, we had historically accounted for the NCI within permanent equity with no adjustments to redemption value.

Rather, our partners' shares should have been presented as redeemable NCI through the date of exercise of the redemption feature, with adjustments to the redemption value being recorded each reporting period as necessary.

Furthermore, in March 2024, our CBPL partner exercised its put option requiring us to acquire their 49.9% ownership interest.

Since the exercise was irrevocable, the NCI became mandatorily redeemable at that time and should have been reclassified to accounts payable and other current liabilities.

These errors resulted in a reclassification of $65 million from noncontrolling interests, of which $49 million was reclassified to accounts payable and other current liabilities for CBPL and $16 million was reclassified to redeemable noncontrolling interests for the other immaterial investments in our consolidated balance sheets.

In addition, the errors resulted in a cumulative understatement of $34.5 million to net income attributable to NCI and a corresponding cumulative overstatement to net income attributable to MCBC in our consolidated statements of operations.

The errors were corrected through an out of period adjustment as of and for the three months ended September 30, 2024.

Management assessed the impact of the errors and deemed them to not be material to any prior periods or 2024 results.

In October 2024, we obtained the final redemption value and as a result, during the third quarter of 2024, we recorded an adjustment of $45.8 million to increase the mandatorily redeemable NCI liability prior to its final settlement, with the adjustment recorded to interest expense.

Other than the addition of redeemable noncontrolling interest discussed in [Note 3, "Investments"](#i4624113790654e7dbe1baef318272938_124) there was no material activity to redeemable NCI for the years ended December 31, 2024, 2023, or 2022.

The investment will be accounted for at fair value under ASC 321.

In November 2023, the FASB issued ASU 2023-07, S*egment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,* authoritative guidance intended to improve reportable segment disclosures and to enhance disclosures about significant reportable segment expenses.

The amendments require additional disclosures for both annual and interim periods including disclosures of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss as well as other segment items by reportable segment, among other disclosures.

The adopted guidance impacted the presentation and disclosure of our segment reporting footnote but did not have an impact either on segment reporting identification or on our financial position or results of operations.

See [Note 18, "Segment Reporting"](#i4624113790654e7dbe1baef318272938_175) for further details.

In September 2022, the FASB issued ASU 2022-04, *Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,* authoritative guidance intended to provide consistent and transparent disclosures for a buyer in a supplier finance program by requiring disclosures of key program terms, the amount of obligations that have been confirmed as valid with the finance provider that are deemed outstanding as of the end of the period, a description of the financial line item in which this unpaid balance resides and a rollforward of the obligations including the amount of obligations confirmed and paid.

We adopted this guidance starting in the first quarter of 2023 with the exception of the rollforward disclosure requirement which was adopted prospectively starting in this annual report.

More disaggregated income tax information, particularly at an individual jurisdiction level (country, state or local territory), is required in both disclosures if certain quantitative thresholds are met.

This guidance is effective for us starting with our annual report for the year ending December 31, 2025.

We have the option to apply the guidance prospectively or retrospectively and we are still considering which method to apply.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024,] [added: 2025,] to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and our Chief Financial Officer, with assistance from other members of management, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the framework and criteria established in *Internal Control—Integrated Framework* (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

An independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their report which appears in Part II—Item 8 Financial Statements and Supplementary Data.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Content](#ic9002a93d112412581e49c1c3d81d4f6_7)[s](#ic9002a93d112412581e49c1c3d81d4f6_7)

Starting with the third quarter of 2025, our Company is in the process of a multi-year ERP system implementation.

As the ERP system implementation progresses, our Company may change our processes and procedures which, in turn, could result in changes to our internal control over financial reporting.

As such changes occur, our Company will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

[removed: Other than as set forth below, during] [added: During] the three months ended December 31, [removed: 2024,] [added: 2025,] no directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading [removed: arrangement,"] [added: arrangement",] as each term is defined in Item 408(a) of Regulation S-K.

On November 14, 2024, Gavin Hattersley, our President, Chief Executive Officer and Director, entered into a pre-arranged stock trading plan intended to qualify as a Rule 10b5-1 trading arrangement (the "Hattersley 10b5-1 Sales Plan").

The Hattersley 10b5-1 Sales Plan provides for the potential exercise of vested stock options and the associated sale of up to 155,789 shares of the Company's Class B common stock generated from the exercise of the aforementioned options between February 27, 2025 and February 27, 2026.

Further, the Hattersley 10b5-1 Sales Plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Incorporated by reference to our definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Incorporated by reference to our definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of stockholders, which will be filed no later than 120 days after December 31, [removed: 2024.][added: 2025.]