Molson Coors Beverage 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

For the quarterly period ended March 31, 2025

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

Commission File Number: 1-14829

Molson Coors Beverage Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

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

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

(Address of principal executive offices)

84-0178360

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

80401

H3C 2M1

(Zip Code)

303-279-6565 (Colorado)

514-521-1786 (Québec)

(Registrant's telephone number, including area code)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of May 1, 2025:

Class A Common Stock — 2,563,034 shares

Class B Common Stock — 189,837,546 shares

Exchangeable shares:

As of May 1, 2025, the following number of exchangeable shares were outstanding for Molson Coors Canada, Inc.:

Class A Exchangeable shares — 2,678,963 shares

Class B Exchangeable shares — 7,093,946 shares

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

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

INDEX

												Page
Glossary of Terms and Abbreviations												3
Cautionary Statement												4
PART I. FINANCIAL INFORMATION
Item 1.						Financial Statements (Unaudited)						5
						Condensed Consolidated Statements of Operations						5
						Condensed Consolidated Statements of Comprehensive Income (Loss)						6
						Condensed Consolidated Balance Sheets						7
						Condensed Consolidated Statements of Cash Flows						8
						Condensed Consolidated Statements of Stockholders' Equity and Noncontrolling Interests						9
						Notes to Unaudited Condensed Consolidated Financial Statements						11
						Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"						11
						Note 2, "New Accounting Pronouncements"						12
						Note 3, "Investments"						13
						Note 4, "Inventories"						13
						Note 5, "Goodwill and Intangible Assets"						14
						Note 6, "Leases"						16
						Note 7, "Debt"						17
						Note 8, "Derivative Instruments and Hedging Activities"						18
						Note 9, "Income Tax"						21
						Note 10, "Commitments and Contingencies"						21
						Note 11, "Accumulated Other Comprehensive Income (Loss)"						22
						Note 12, "Other Operating Income (Expense), net"						22
						Note 13, "Segment Reporting"						22
Item 2.						Management's Discussion and Analysis of Financial Condition and Results of Operations						25
Item 3.						Quantitative and Qualitative Disclosures About Market Risk						35
Item 4.						Controls and Procedures						36
PART II. OTHER INFORMATION
Item 1.						Legal Proceedings						37
Item 1A.						Risk Factors						37
Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds						37
Item 3.						Defaults Upon Senior Securities						37
Item 4.						Mine Safety Disclosures						37
Item 5.						Other Information						38
Item 6.						Exhibits						38
Signature												39

Glossary of Terms and Abbreviations

AOCI			Accumulated other comprehensive income (loss)
CAD			Canadian Dollar
CZK			Czech Koruna
DBRS			A global credit rating agency in Toronto
EBITDA			Earnings before interest, tax, depreciation and amortization
EPS			Earnings per share
EUR			Euro
FASB			Financial Accounting Standards Board
GBP			British Pound
MG&A			Marketing, general and administrative
Moody’s			Moody’s Investors Service Limited, a nationally recognized statistical rating organization designated by the SEC
NCI			Noncontrolling interest
OCI			Other comprehensive income (loss)
OPEB			Other postretirement benefit plans
RON			Romanian Leu
RSD			Serbian Dinar
SEC			U.S. Securities and Exchange Commission
Standard & Poor’s			Standard and Poor’s Ratings Services, a nationally recognized statistical rating organization designated by the SEC
U.K.			United Kingdom
U.S.			United States
U.S. GAAP			Accounting principles generally accepted in the U.S.
USD or $			U.S. Dollar
VIEs			Variable interest entities

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

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

Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements in Part I.—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, with respect to, among others, expectations of cost inflation, limited consumer disposable income, consumer preferences, overall volume and market share trends, our competitive position, pricing trends, macroeconomic forces, beverage industry trends, cost reduction strategies, execution of our Acceleration Plan, shipment levels and profitability, the sufficiency of capital resources, anticipated results, expectations for funding future capital expenditures and operations, effective tax rate, debt service capabilities, timing and amounts of debt and leverage levels, Preserving the Planet and related environmental initiatives and expectations regarding future dividends and share repurchases. In addition, statements that we make in this report that are not statements of historical fact may also be forward-looking statements. Words such as "expects," "intends," "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies" and variations of such words and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part II.—Item IA. "Risk Factors" in this report and those described from time to time in our past and future reports filed with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2024, ("Annual Report"). Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Market and Industry Data

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

PART I. FINANCIAL INFORMATION

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE DATA)

(UNAUDITED)

			Three Months Ended
			March 31, 2025						March 31, 2024
Sales			$	2,690.2					$	3,049.3
Excise taxes			(386.1)						(452.9)
Net sales			2,304.1						2,596.4
Cost of goods sold			(1,453.2)						(1,632.9)
Gross profit			850.9						963.5
Marketing, general and administrative expenses			(653.2)						(654.6)
Other operating income (expense), net			(15.9)						6.3
Equity income (loss)			4.5						(0.9)
Operating income (loss)			186.3						314.3
Interest income (expense), net			(56.6)						(48.4)
Other pension and postretirement benefit (cost), net			3.8						7.4
Other non-operating income (expense), net			22.8						(7.9)
Total non-operating income (expense), net			(30.0)						(48.9)
Income (loss) before income taxes			156.3						265.4
Income tax benefit (expense)			(33.2)						(55.5)
Net income (loss)			123.1						209.9
Net (income) loss attributable to noncontrolling interests			(2.1)						(2.1)
Net income (loss) attributable to Molson Coors Beverage Company			$	121.0					$	207.8
Net income (loss) attributable to Molson Coors Beverage Company per share
Basic			$	0.60					$	0.98
Diluted			$	0.59					$	0.97
Weighted-average shares outstanding
Basic			203.0						212.7
Dilutive effect of share-based awards			1.0						1.5
Diluted			204.0						214.2

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)

(UNAUDITED)

			Three Months Ended
			March 31, 2025						March 31, 2024
Net income (loss) including noncontrolling interests			$	123.1					$	209.9
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			55.6						(94.2)
Unrealized gain (loss) recognized on derivative instruments			(16.1)						19.3
Derivative instrument activity reclassified from other comprehensive income (loss)			(0.5)						0.1
Pension and other postretirement activity reclassified from other comprehensive income (loss)			(1.7)						(1.8)
Total other comprehensive income (loss), net of tax			37.3						(76.6)
Comprehensive income (loss)			160.4						133.3
Comprehensive (income) loss attributable to noncontrolling interests			(2.4)						(1.8)
Comprehensive income (loss) attributable to Molson Coors Beverage Company			$	158.0					$	131.5

See notes to unaudited condensed consolidated financial statements.

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT PAR VALUE)

(UNAUDITED)

			As of
			March 31, 2025						December 31, 2024
Assets
Current assets
Cash and cash equivalents			$	412.7					$	969.3
Trade receivables, net			789.1						693.1
Other receivables, net			119.9						149.8
Inventories, net			870.5						727.8
Other current assets, net			371.4						308.4
Total current assets			2,563.6						2,848.4
Property, plant and equipment, net			4,505.5						4,460.4
Goodwill			5,582.3						5,582.3
Other intangibles, net			12,204.5						12,195.2
Other assets			1,074.6						978.0
Total assets			$	25,930.5					$	26,064.3
Liabilities and equity
Current liabilities
Accounts payable and other current liabilities			$	2,782.6					$	3,013.0
Current portion of long-term debt and short-term borrowings			83.2						32.2
Total current liabilities			2,865.8						3,045.2
Long-term debt			6,154.6						6,113.9
Pension and postretirement benefits			413.9						416.7
Deferred tax liabilities			2,738.3						2,733.4
Other liabilities			306.1						302.4
Total liabilities			12,478.7

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Overview

For more than two centuries, we have brewed beverages that unite people to celebrate all life’s moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko to our above premium brands including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy, to our 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 like Five Trail whiskey and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy, Fever-Tree, among others, through license, distribution, partnership and joint venture agreements. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") in this Quarterly Report on Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 ("Annual Report"), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report. Due to the seasonality of our operating results, quarterly financial results are not necessarily indicative of the results that may be achieved for the full year or any other future period.

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within its reporting segments. Our reporting segments include the Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in Latin America and our EMEA&APAC segment operates 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.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior periods. Our primary operating currencies, other than the USD, include the CAD, the GBP and our Central European operating currencies, such as the EUR, CZK, RON and RSD.

Global Market Conditions

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. The economic pressures, including the impact of tariffs, on our Company and our consumers' consumption behavior have and may continue to negatively impact our results of operations during this volatile period. However, the magnitude of the resulting impacts on our business are dependent on the evolution of the global macroeconomic environment. We plan to continue to evaluate and implement strategies which are designed to 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.

Items Affecting the Americas Segment Results of Operations

Fevertree Transactions

Effective February 1, 2025, we obtained exclusive rights via a license agreement to produce, market and sell Fever-Tree products in the U.S. In connection with this agreement, we acquired the shares of the Fevertree USA, Inc. entity, with the immaterial acquisition accounted for as a business combination and consideration allocated primarily to working capital balances. The acquisition is aligned with our strategy to expand beyond the beer aisle.

Wind Down or Sale of Certain U.S. Craft Businesses

During the third quarter of 2024, we decided to wind down or sell certain of our U.S. craft businesses and related facilities and recorded employee-related and asset abandonment charges, including accelerated depreciation in excess of normal depreciation. During the three months ended March 31, 2025, we incurred incremental accelerated depreciation in excess of normal depreciation of $17.9 million. Restructuring charges related to these actions are substantially complete and any remaining future charges are expected to be immaterial. See Part II—Item 8 Financial Statements and Supplementary Data, Note 12, "Other Operating Income (Expense), net" for further information.

Consolidated Results of Operations

The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three months ended March 31, 2025 and March 31, 2024. See Part I.—Item 1. Financial Statements for additional details of our U.S. GAAP results.

			Three Months Ended
			March 31, 2025						March 31, 2024						% change
			(In millions, except percentages and per share data)
Net sales			$	2,304.1					$	2,596.4					(11.3)		%
Cost of goods sold			(1,453.2)						(1,632.9)						(11.0)		%
Gross profit			850.9						963.5						(11.7)		%
Marketing, general and administrative expenses			(653.2)						(654.6)						(0.2)		%
Other operating income (expense), net			(15.9)						6.3						N/M
Equity income (loss)			4.5						(0.9)						N/M
Operating income (loss)			186.3						314.3						(40.7)		%
Total non-operating income (expense), net			(30.0)						(48.9)						(38.7)		%
Income (loss) before income taxes			156.3						265.4						(41.1)		%
Income tax benefit (expense)			(33.2)						(55.5)						(40.2)		%
Net income (loss)			123.1						209.9						(41.4)		%
Net (income) loss attributable to noncontrolling interests			(2.1)						(2.1)						—		%
Net income (loss) attributable to MCBC			$	121.0					$	207.8					(41.8)		%
Net income (loss) attributable to MCBC per diluted share			$	0.59					$	0.97					(39.2)		%
Financial volume in hectoliters			15.409						17.974						(14.3)		%

N/M = Not meaningful

Foreign currency impacts on results

For the three months ended March 31, 2025, foreign currency movements had the following impacts on our USD consolidated results:

• Net sales - Unfavorable impact of $21.1 million (Unfavorable impact for Americas and EMEA&APAC of $15.9 million and $5.2 million, respectively).

• Cost of goods sold - Favorable impact of $14.1 million (Favorable impact for Americas and EMEA&APAC of $10.1 million and $4.2 million, respectively, partially offset by the unfavorable impact of Unallocated of $0.2 million).

• MG&A - Favorable impact of $8.7 million (Favorable impact for Americas and EMEA&APAC of $6.1 million and $2.6 million, respectively).

• Income (loss) before income taxes - Favorable impact of $0.2 million (Favorable impact for EMEA&APAC of $2.0 million, partially offset by the unfavorable impact of Unallocated and Americas of $1.6 million and $0.2 million, respectively).

The impacts of foreign currency movements on our consolidated USD results described above for the three months ended March 31, 2025, were primarily due to the strengthening of the USD compared to the CAD.

Included in these amounts are both translational and transactional impacts of changes in foreign exchange rates. We calculate the impact of foreign exchange by translating our current period local currency results at the average exchange rates used to translate the financial statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for the period. The impact of transactional foreign currency gains and losses is recorded within other non-operating income (expense), net in our unaudited condensed consolidated statements of operations.

Volume

Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as contract brewing, factored non-owned volume and company-owned distribution volume. This metric is presented on a sales-to-wholesalers basis to reflect the sales from our operations to our direct customers, generally distributors. We believe this metric is important and useful for investors and management because it gives an indication of the amount of beer and adjacent products that we have produced and shipped to customers. This metric excludes royalty volume, which consists of our brands produced and sold under various license and contract brewing agreements. Factored volume in our EMEA&APAC segment represents the distribution of beer, wine, spirits and other products owned and produced by other companies to the on-premise channel such as bars and restaurants, which is a common arrangement in the U.K.

Net Sales

The following table highlights the drivers of the change in net sales for the three months ended March 31, 2025, compared to March 31, 2024 (in percentages):

			Financial Volume						Price and Sales Mix						Currency												Total
Consolidated net sales			(14.3)		%				3.9		%				(0.9)		%										(11.3)		%

Net sales decreased 11.3% for the three months ended March 31, 2025, compared to prior year, driven by lower financial volumes and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.

Financial volumes decreased 14.3% for the three months ended March 31, 2025, compared to prior year, primarily due to lower shipments in both the Americas and EMEA&APAC segments.

Price and sales mix favorably impacted net sales for the three months ended March 31, 2025 by 3.9%, primarily due to favorable sales mix as a result of lower contract brewing volume in the Americas segment and increased net pricing.

A discussion of currency impacts on net sales is included in the "Foreign currency impacts on results" section above.

Cost of goods sold

We utilize cost of goods sold 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 cost of goods sold per our unaudited condensed 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 sales mix and other cost impacts on our cost of goods sold.

Cost of goods sold decreased 11.0% for the three months ended March 31, 2025, compared to prior year, primarily due to lower financial volumes and favorable foreign currency impacts, partially offset by higher cost of goods sold per hectoliter. Cost of goods sold per hectoliter increased 3.8% for the three months ended March 31, 2025, compared to prior year, primarily due to volume deleverage, unfavorable mix driven by lower contract brewing volume in the Americas segment and premiumization as well as cost inflation related to materials and manufacturing expenses, partially offset by cost savings initiatives and favorable changes in our unrealized mark-to-market commodity derivative positions.

A discussion of currency impacts on cost of goods sold is included in the "Foreign currency impacts on results" section above.

Marketing, general and administrative expenses

MG&A expenses decreased 0.2% for the three months ended March 31, 2025, compared to prior year, primarily due to lower marketing investment and favorable foreign currency impacts, partially offset by higher general and administrative expenses as a result of approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition which are anticipated to be recovered through net sales revenue over future periods.

A discussion of currency impacts on MG&A expenses is included in the "Foreign currency impacts on results" section above.

Other operating income (expense), net

See Part I.—Item 1. Financial Statements, Note 12, "Other Operating Income (Expense), net" for detail of our other operating income (expense), net.

Total non-operating income (expense), net

Total non-operating expense, net improved 38.7% for the three months ended March 31, 2025, compared to prior year, primarily due to the favorable fair value adjustment of our Fevertree Drinks plc investment and favorable foreign currency transactional impacts, partially offset by higher net interest expense as a result of the issuance of EUR 800 million 3.8% senior notes in the second quarter of 2024 and lower pension and OPEB non-service benefit.

Income tax benefit (expense)

			Three Months Ended
			March 31, 2025						March 31, 2024
Effective tax rate			21		%				21		%

Our effective tax rate for the three months ended March 31, 2025, was flat compared to the prior year.

Our effective tax rate can be volatile and may change with, among other things, the amount and source of pretax income or loss, our ability to utilize foreign tax credits, excess tax benefits or deficiencies from share-based compensation, changes in tax laws and the movement of liabilities established pursuant to accounting guidance for uncertain tax positions as statutes of limitations expire, positions are effectively settled or when additional information becomes available. There are proposed or pending tax law changes in various jurisdictions and other changes to regulatory environments in countries in which we do business that, if enacted, could have an impact on our effective tax rate.

Refer to Part I.—Item 1. Financial Statements, Note 9, "Income Tax" for discussion regarding our effective tax rate.

Segment Results of Operations

Americas Segment

			Three Months Ended
			March 31, 2025						March 31, 2024						% change
			(In millions, except percentages)
Net sales(1)			$	1,881.8					$	2,145.4					(12.3)		%
Income (loss) before income taxes			$	209.3					$	320.6					(34.7)		%
Financial volume in hectoliters(1)(2)			11.742						13.910						(15.6)		%

(1)Includes gross inter-segment sales and volumes which are eliminated in the consolidated totals.

(2)Excludes royalty volume of 0.673 million hectoliters and 0.591 million hectoliters for the three months ended March 31, 2025 and March 31, 2024, respectively.

Net sales

The following table highlights the drivers of the change in net sales for the three months ended March 31, 2025, compared to March 31, 2024 (in percentages):

			Financial Volume						Price and Sales Mix						Currency												Total
Americas net sales			(15.6)		%				4.1		%				(0.8)		%										(12.3)		%

Net sales decreased 12.3% for the three months ended March 31, 2025, compared to prior year, driven by lower financial volumes and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.

Financial volumes decreased 15.6% for the three months ended March 31, 2025, compared to prior year, primarily due to lower U.S. volume impacted by the macroeconomic environment resulting in industry softness, the cycling of a higher distributor inventory build in the prior year to mitigate the impact of the Fort Worth brewery strike that commenced in mid-February 2024 and an approximate 4% impact from lower contract brewing volume resulting from the exit of contract brewing arrangements in both the U.S. and Canada.

Price and sales mix favorably impacted net sales for the three months ended March 31, 2025, compared to prior year, by 4.1% primarily due to favorable sales mix as a result of lower contract brewing volume and positive brand mix as well as increased net pricing.

A discussion of the foreign currency impacts on net sales is included in the "Foreign currency impacts on results" section above.

Income (loss) before income taxes

Income before income taxes declined 34.7% for the three months ended March 31, 2025, compared to prior year, primarily due to lower financial volumes, cost inflation related to materials and manufacturing expenses, unfavorable other operating expense as a result of the planned closure of certain of our U.S. craft breweries and related restructuring costs as well as higher MG&A expense, partially offset by favorable mix, increased net pricing, favorable fair value adjustment of our Fevertree Drinks plc investment and cost savings initiatives. Higher MG&A spend was primarily due to higher general and administrative expenses as a result of approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition which are anticipated to be recovered through net sales revenue over future periods, partially offset by lower marketing investment.

A discussion of the foreign currency impacts on income (loss) before income taxes is included in the "Foreign currency impacts on results" section above.

EMEA&APAC Segment

			Three Months Ended
			March 31, 2025						March 31, 2024						% change
			(In millions, except percentages)
Net sales(1)			$	427.3					$	454.7					(6.0)		%
Income (loss) before income taxes			$	(19.2)					$	(11.0)					74.5		%
Financial volume in hectoliters(1)(2)			3.669						4.064						(9.7)		%

(1)Includes gross inter-segment sales and volumes which are eliminated in the consolidated totals.

(2)Excludes royalty volume of 0.220 million hectoliters and 0.218 million hectoliters for the three months ended March 31, 2025 and March 31, 2024, respectively.

Net sales

The following table highlights the drivers of the change in net sales for the three months ended March 31, 2025, compared to March 31, 2024 (in percentages):

			Financial Volume						Price and Sales Mix						Currency												Total
EMEA&APAC net sales			(9.7)		%				4.8		%				(1.1)		%										(6.0)		%

Net sales decreased 6.0% for the three months ended March 31, 2025, compared to prior year, driven by lower financial volumes and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.

Financial volumes decreased 9.7% for the three months ended March 31, 2025, compared to prior year, primarily due to lower volumes across all regions driven by soft market demand and heightened competitive landscape.

Price and sales mix favorably impacted net sales for the three months ended March 31, 2025, compared to prior year, by 4.8%, primarily due to favorable sales mix driven by higher factored volumes and premiumization as well as increased net pricing.

A discussion of the foreign currency impacts on net sales is included in the "Foreign currency impacts on results" section above.

Income (loss) before income taxes

Loss before income taxes increased 74.5% for the three months ended March 31, 2025, compared to prior year, primarily due to lower financial volumes, partially offset by lower MG&A expense, increased net pricing and favorable foreign currency impacts.

A discussion of the foreign currency impacts on income (loss) before income taxes is included in the "Foreign currency impacts on results" section above.

Unallocated Segment

We have certain activity that is not allocated to our segments, which has been reflected as Unallocated below. Specifically, Unallocated primarily includes certain financing-related activities such as interest expense and interest income as well as foreign exchange gains and losses on intercompany balances. Unallocated activity also includes the unrealized changes in fair value on our commodity swaps not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the underlying exposure resides. Additionally, only the service cost component of net periodic pension and OPEB cost is reported within each operating segment meanwhile all other components remain unallocated.

			Three Months Ended
			March 31, 2025						March 31, 2024						% change
			(In millions, except percentages)
Cost of goods sold			$	18.7					$	0.5					N/M
Gross profit (loss)			18.7						0.5						N/M
Operating income (loss)			18.7						0.5						N/M
Total non-operating income (expense), net			(52.5)						(44.7)						17.4		%
Income (loss) before income taxes			$	(33.8)					$	(44.2)					(23.5)		%

N/M = Not meaningful

Cost of goods sold

The unrealized changes in fair value on our commodity derivatives, which are economic hedges, make up substantially all of the activity presented within cost of goods sold in the table above for the three months ended March 31, 2025 and March 31, 2024. As the exposure we are managing is realized, we reclassify the gain or loss on our commodity derivatives to the segment in which the underlying exposure resides, allowing our segments to realize the economic effects of the derivative without the resulting unrealized mark-to-market volatility. See Part I.—Item 1. Financial Statements, Note 8, "Derivative Instruments and Hedging Activities" for further information.

Total non-operating income (expense), net

Total non-operating expense, net increased 17.4% for the three months ended March 31, 2025, compared to prior year, primarily due to higher net interest expense as a result of the issuance of EUR 800 million 3.8% senior notes in the second quarter of 2024 and lower pension and OPEB non-service benefit, partially offset by favorable foreign currency transactional impacts.

Liquidity and Capital Resources

Liquidity

Overview

Our primary sources of liquidity include cash provided by operating activities and access to external capital. We continue to monitor world events which may create credit or economic challenges that could adversely impact our profit or operating cash flows and our ability to obtain additional liquidity. We currently believe that our cash and cash equivalents, cash flows from operations and cash provided by short-term and long-term borrowings, when necessary, will be adequate to meet our ongoing operating requirements, scheduled principal and interest payments on debt, anticipated dividend payments, capital expenditures and other obligations for the twelve months subsequent to the date of the issuance of this quarterly report and our long-term liquidity requirements. We do not have any restrictions that prevent or limit our ability to declare or pay dividends.

While a significant portion of our cash flows from operating activities are generated within the U.S., our cash balances include cash held outside the U.S. and in currencies other than the USD. As of March 31, 2025, approximately 72% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. Fluctuations in foreign currency exchange rates have had and may continue to have a material impact on these foreign cash balances. Cash balances in foreign countries are often subject to additional restrictions. We may, therefore, have difficulties repatriating cash held outside the U.S. on a timely basis and such repatriation may be subject to tax. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. and other countries and may adversely affect our liquidity. To the extent necessary, we accrue for tax consequences on the earnings of our foreign subsidiaries as they are earned. We may utilize tax planning and financing strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We periodically review and evaluate these plans and strategies, including externally committed and non-committed credit agreements accessible by our Company and each of our operating subsidiaries. We believe these financing arrangements, along with cash flows from operating activities within the U.S., are sufficient to fund our current cash needs in the U.S.

Cash Flows and Use of Cash

Our business historically generates positive operating cash flows each year and our debt maturities are generally of a longer-term nature. However, our liquidity could be impacted significantly by the risk factors we described in Part I—Item 1A. "Risk Factors" in our Annual Report, Part II.—Item 1A. "Risk Factors" in this report and the items listed above.

Cash Flows from Operating Activities

Net cash used in operating activities was $90.7 million for the three months ended March 31, 2025, compared to net cash provided by operating activities of $25.4 million for the three months ended March 31, 2024. The year over year change was primarily due to lower net income adjusted for non-cash items, partially offset by favorable changes in working capital. The favorable changes in working capital were primarily driven by the timing of cash receipts as well as lower payments for prior year annual incentive compensation, partially offset by $60.6 million payment as final resolution of the Keystone litigation case and timing of inventories.

Cash Flows from Investing Activities

Net cash used in investing activities of $341.3 million for the three months ended March 31, 2025, increased $128.8 million compared to $212.5 million for the three months ended March 31, 2024. The increase was primarily due to our investment in Fevertree Drinks plc of $88.1 million as well as the acquisition of Fevertree USA, Inc. and higher capital expenditures as a result of the timing of capital projects.

Cash Flows from Financing Activities

Net cash used in financing activities of $131.2 million for the three months ended March 31, 2025, decreased $85.0 million compared to $216.2 million for the three months ended March 31, 2024. The decrease in net cash used in financing activities was primarily due to lower Class B common stock share repurchases and higher cash inflow from other financing activities.

Capital Resources, including Material Cash Requirements

Cash and Cash Equivalents

As of March 31, 2025, we had total cash and cash equivalents of $412.7 million, compared to $969.3 million as of December 31, 2024 and $458.4 million as of March 31, 2024. The decrease in cash and cash equivalents from December 31, 2024, was primarily due to capital expenditures, dividends paid, net cash used in operating activities including the $60.6 million payment as final resolution of the Keystone litigation case, our investment in Fevertree Drinks plc, Class B common stock share repurchases as well as the acquisition of Fevertree USA, Inc., partially offset by other financing activities. The decrease in cash and cash equivalents from March 31, 2024, was primarily due to the repayment of our EUR 800 million 1.25% senior notes that matured in July 2024, as well as capital expenditures, Class B common stock share repurchases, dividends paid, the payment to acquire the noncontrolling interest in the Cobra Beer Partnership, Ltd., our investment in Fevertree Drinks plc, the $60.6 million payment as final resolution of the Keystone litigation case and the acquisition of Fevertree USA, Inc. These impacts were partially offset by net cash provided by operating activities and the issuance of new EUR 800 million 3.8% notes due 2032.

Based on the credit profile of our lenders that are party to our credit facilities, we are confident in our ability to draw on our revolving credit facility if the need arises. We maintain a $2.0 billion multi-currency revolving credit facility with a maturity date of June 26, 2029. As of March 31, 2025, we had $2.0 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility. As of March 31, 2025, we had no borrowings drawn on this amended and restated multi-currency revolving credit facility and no commercial paper borrowings.

We intend to further utilize our cross-border, cross currency cash pool as well as our commercial paper programs for liquidity as needed. We also have CAD, GBP and USD overdraft facilities across several banks should we need additional short-term liquidity.

Under the terms of each of our debt facilities, we must comply with certain restrictions. These include customary events of default and specified representations, warranties and covenants, as well as covenants that restrict our ability to incur certain additional priority indebtedness (certain thresholds of secured consolidated net tangible assets), certain leverage threshold percentages, create or permit liens on assets and restrictions on mergers, acquisitions and certain types of sale lease-back transactions.

The maximum net debt to EBITDA leverage ratio, as defined by the amended and restated multi-currency revolving credit facility agreement, was 4.00x as of March 31, 2025 and December 31, 2024. As of March 31, 2025 and December 31, 2024, we were in compliance with all of these restrictions and covenants, have met such financial ratios and have met all debt payment obligations. All of our outstanding senior notes as of March 31, 2025, rank pari-passu.

See Part I.—Item 1. Financial Statements, Note 7, "Debt" for further discussion of our borrowings and available sources of borrowings, including lines of credit.

Guarantees

We guarantee indebtedness and other obligations to banks and other third parties for some of our equity method investments and consolidated subsidiaries. See Part I.—Item 1. Financial Statements, Note 3, "Investments" and Part I.—Item 1. Financial Statements, Note 10, "Commitments and Contingencies" for further discussion.

Material Cash Requirements from Contractual and Other Obligations

There were no material changes to our material cash requirements from contractual and other obligations outside the ordinary course of business or due to factors similar in nature to inflation, changing prices on operations or changes in the remaining terms of the contracts since December 31, 2024, as reported in Part II.— Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, "Material Cash Requirements from Contractual and Other Obligations" in our Annual Report.

Credit Rating

Our current long-term credit ratings are BBB/Stable Outlook, Baa1/Stable Outlook and BBB/Stable Outlook with Standard & Poor's, Moody's and DBRS, respectively. Our short-term credit ratings are A-2, Prime-2 and R-2, respectively. A securities rating is not a recommendation to buy, sell or hold securities, and it may be revised or withdrawn at any time by the applicable rating agency.

Guarantor Information

SEC Registered Securities

For purposes of this disclosure, including the tables, "Parent Issuer" shall mean MCBC in its capacity as the issuer of the senior notes under the May 2012 Indenture, the July 2016 Indenture and the May 2024 Indenture. "Subsidiary Guarantors" shall mean certain Canadian and U.S. subsidiaries reflecting the substantial operations of our Americas segment.

Pursuant to the indenture dated May 3, 2012 (as amended, the "May 2012 Indenture"), MCBC issued its outstanding 5.0% senior notes due 2042. Additionally, pursuant to the indenture dated July 7, 2016 ("July 2016 Indenture"), MCBC issued its outstanding 3.0% senior notes due 2026 and 4.2% senior notes due 2046. Further, pursuant to the indenture dated May 29, 2024 ("May 2024 Indenture"), MCBC issued its outstanding 3.8% senior notes due 2032. The issuances of the senior notes issued under the May 2012 Indenture, the July 2016 Indenture and the May 2024 Indenture were registered under the Securities Act of 1933, as amended. These senior notes are guaranteed on a senior unsecured basis by certain subsidiaries of MCBC, which are listed in Exhibit 22 of this Quarterly Report on Form 10-Q (the Subsidiary Guarantors, and together with the Parent Issuer, the "Obligor Group"). Each of the Subsidiary Guarantors is 100% owned by the Parent Issuer. The guarantees are full and unconditional and joint and several.

None of our other outstanding debt was issued in a transaction that was registered with the SEC, and such other outstanding debt was issued or otherwise generally guaranteed on a senior unsecured basis by the Obligor Group or other consolidated subsidiaries of MCBC. These other guarantees were also full and unconditional and joint and several.

As of March 31, 2025, the senior notes and related guarantees ranked pari-passu with all other unsubordinated debt of the Obligor Group and senior to all future subordinated debt of the Obligor Group. The guarantees can be released upon the sale or transfer of a Subsidiary Guarantors' capital stock or substantially all of its assets, or if such Subsidiary Guarantor ceases to be a guarantor under our other outstanding debt.

See Part I.—Item 1. Financial Statements, Note 7, "Debt" for details of all debt issued and outstanding as of March 31, 2025.

The following summarized financial information relates to the Obligor Group as of March 31, 2025, on a combined basis, after elimination of intercompany transactions and balances between the Obligor Group, and excluding the investments in and equity in the earnings of any non-guarantor subsidiaries. The balances and transactions with non-guarantor subsidiaries have been separately presented.

Summarized Financial Information of Obligor Group

			Three Months Ended
			March 31, 2025
			(In millions)
Net sales, out of which:			$	1,833.5
Intercompany sales to non-guarantor subsidiaries			$	19.7
Gross profit, out of which:			$	701.3
Intercompany net costs from non-guarantor subsidiaries			$	(81.3)
Net interest expense, out of which:			$	(52.6)
Intercompany net interest income from non-guarantor subsidiaries			$	3.7
Income before income taxes			$	203.9
Net income			$	157.0

			As of March 31, 2025						As of December 31, 2024
			(In millions)
Total current assets, out of which:			$	1,601.7					$	1,859.8
Intercompany receivables from non-guarantor subsidiaries			$	215.2					$	191.6
Total noncurrent assets, out of which:			$	24,007.5					$	23,958.2
Noncurrent intercompany notes receivable from non-guarantor subsidiaries			$	3,856.9					$	3,833.8
Total current liabilities, out of which:			$	2,505.3					$	2,673.9
Current portion of long-term debt and short-term borrowings			$	7.0					$	7.6
Intercompany payables due to non-guarantor subsidiaries			$	754.9					$	715.6
Total noncurrent liabilities, out of which:			$	8,982.9					$	8,950.8
Long-term debt			$	6,103.7					$	6,063.6
Noncurrent intercompany notes payable due to non-guarantor subsidiaries			$	10.1					$	13.2

Capital Expenditures

We incurred $130.6 million and paid $237.3 million, for capital improvement projects for the three months ended March 31, 2025, excluding capital spending by equity method joint ventures, representing a decrease of $13.3 million from the $143.9 million of capital expenditures incurred in the three months ended March 31, 2024. We continue to prioritize our planned capital expenditures with a focus on optimizing returns on invested capital.

Contingencies

We are party to various legal proceedings arising in the ordinary course of business, environmental litigation and indemnities associated with our sale of Kaiser to FEMSA. See Part I.—Item 1. Financial Statements, Note 10, "Commitments and Contingencies" for further discussion.

Off-Balance Sheet Arrangements

Refer to Part II.—Item 8. Financial Statements, Note 13, "Commitments and Contingencies" in our Annual Report for discussion of off-balance sheet arrangements. As of March 31, 2025, we did not have any other material off-balance sheet arrangements.

Critical Accounting Estimates

Our accounting policies and accounting estimates critical to our financial condition and results of operations are set forth in our Annual Report and did not change during the three months ended March 31, 2025. See Part I.—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for discussion of any recently adopted accounting pronouncements. See also Part I.—Item 1. Financial Statements, Note 5, "Goodwill and Intangible Assets" for discussion of the results of our 2024 annual impairment testing analysis, the related risks to our indefinite-lived intangible brand assets and the goodwill amounts associated with our reporting units.

New Accounting Pronouncements Not Yet Adopted

See Part I.—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for a description of any new accounting pronouncements that have or could have a significant impact on our financial statements.

See Part II.—Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report for further details of our market risks and our market sensitive instruments as of December 31, 2024. During the three months ended March 31, 2025, our market risk sensitive instruments fluctuated as a result of changes in interest rates, currency exchange rates and commodity prices.

Interest Rate Risk

As of March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, respectively. See Part I - Item 1. Financial Statements, Note 7. "Debt" for the maturity dates of our outstanding debt instruments.

						Notional amounts												Fair Value Asset/(Liability)												Effect of Adverse Change
(In millions)						As of March 31, 2025						As of December 31, 2024						As of March 31, 2025						As of December 31, 2024						As of March 31, 2025						As of December 31, 2024
USD denominated fixed rate debt						$	4,900.0					$	4,900.0					$	(4,470.8)					$	(4,484.4)					$	(347.3)					$	(355.3)
Foreign currency denominated fixed rate debt						$	1,212.8					$	1,175.9					$	(1,245.9)					$	(1,212.8)					$	(62.5)					$	(63.3)
Forward starting interest rate swaps						$	1,000.0					$	1,000.0					$	75.2					$	96.3					$	(79.1)					$	(75.1)

Foreign Exchange Risk

The following table includes details of our foreign currency denominated fixed rate debt and our foreign currency forwards used to hedge our foreign exchange rate risk as well as the impact of a hypothetical 10% adverse change in the related foreign currency exchange rates on their respective fair values. Notional amounts and fair values are presented in USD based on the applicable exchange rates as of March 31, 2025 and December 31, 2024, respectively.

						Notional amounts												Fair Value Asset/(Liability)												Effect of Adverse Change
(In millions)						As of March 31, 2025						As of December 31, 2024						As of March 31, 2025						As of December 31, 2024						As of March 31, 2025						As of December 31, 2024
Foreign currency denominated fixed rate debt						$	1,212.8					$	1,175.9					$	(1,245.9)					$	(1,212.8)					$	(121.2)					$	(113.6)
Foreign currency forwards						$	160.6					$	196.2					$	8.8					$	10.6					$	(16.6)					$	(20.1)

Commodity Price Risk

The following table includes details of our commodity swaps used to hedge commodity price risk as well as the impact of a hypothetical 10% adverse change in the related commodity prices on the fair value of the derivatives. The following table excludes our commodity options because we have offsetting buy and sell positions. Notional amounts and fair values are presented in USD based on the applicable exchange rates as of March 31, 2025 and December 31, 2024, respectively.

						Notional amounts												Fair Value Asset/(Liability)												Effect of Adverse Change
(In millions)						As of March 31, 2025						As of December 31, 2024						As of March 31, 2025						As of December 31, 2024						As of March 31, 2025						As of December 31, 2024
Swaps						$	345.5					$	376.4					$	22.5					$	3.7					$	(35.0)					$	(36.3)

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 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. Management necessarily applies its judgment in assessing the costs and benefits of such disclosure controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives. Also, we have investments in certain unconsolidated entities that we do not control or manage.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation and other disputes

For information regarding litigation, other disputes and environmental and regulatory proceedings see Part I.—Item 1. Financial Statements, Note 10, "Commitments and Contingencies."

In addition to the other information set forth in this report, the factors discussed in Part I.—Item 1A. "Risk Factors" in our Annual Report, which could materially affect our business, financial condition and/or future results, should be carefully considered. There have been no material changes to the risk factors contained in our Annual Report. The risks described in our Annual Report and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to Class B common stock purchases made by our Company during the three months ended March 31, 2025:

Issuer Purchases of Equity Securities
						Total number of shares purchased						Average price paid per share						Total number of shares purchased as part of publicly announced plans or programs						Approximate dollar value of shares that may yet be purchased under the plans or programs**(1)**
January 1, 2025 through January 31, 2025						355,401						$	55.15					355,401						$	1,191,341,045
February 1, 2025 through February 28, 2025						329,184						$	57.32					329,184						$	1,172,471,569
March 1, 2025 through March 31, 2025						352,045						$	59.95					352,045						$	1,151,367,074
Total						1,036,630						$	57.47					1,036,630						$	1,151,367,074

(1)On September 29, 2023, our Board approved a share repurchase program up to an aggregate of $2.0 billion of our 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 agreements and other factors. Share repurchases may be made in the open market, in structured transactions or in privately negotiated transactions. The repurchase authorization does not oblige us to acquire any particular amount of our Company's Class B common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

On February 19, 2025, Tracey I. Joubert, our Chief Financial Officer, entered into a pre-arranged stock trading plan (the “Joubert 10b5-1 Sales Plan”). The Joubert 10b5-1 Sales Plan provides for the potential exercise of vested stock options and the associated sale of up to 5,907 shares of the Company’s Class B common stock generated from the exercise of the aforementioned options between May 21, 2025 and February 12, 2026. Further, the Joubert 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.

During the three months ended March 31, 2025, no other directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The following are filed, furnished or incorporated by reference as a part of this Quarterly Report on Form 10-Q:

(a) Exhibit

Exhibit Number						Document Description
3.1						Restated Certificate of Incorporation of Molson Coors Beverage Company, as amended to date (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019).
3.2						Fifth Amended and Restated Bylaws of Molson Coors Beverage Company (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on May 23, 2022).
10.1+‡						Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025.
10.2+‡						Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to employees not based in the Latin America region.
10.3+‡						Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2025.
10.4+‡						Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).
10.5+‡						Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).
10.6+‡						Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2025 applicable to employees at Global Grading System 18 and higher (except for Gavin D.K. Hattersley).
10.7+‡						Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to Gavin D.K. Hattersley.
10.8+‡						Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan for awards granted beginning in 2025 applicable to Gavin D.K. Hattersley.
10.9+‡						Form of Long-Term Incentive Performance Share Unit Award Agreement pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan awards granted beginning in 2025 applicable to Gavin D.K. Hattersley.
22+						Molson Coors Beverage Company List of Parent Issuer and Guarantor Subsidiaries.
31.1+						Section 302 Certification of Chief Executive Officer.
31.2+						Section 302 Certification of Chief Financial Officer.
32++						Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).
101.INS+						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH+						XBRL Taxonomy Extension Schema Document.*
101.CAL+						XBRL Taxonomy Extension Calculation Linkbase Document.*

Exhibit Number						Document Description
101.LAB+						XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE+						XBRL Taxonomy Extension Presentation Linkbase Document.*
101.DEF+						XBRL Taxonomy Extension Definition Linkbase Document.*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
*						Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statements of Operations, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Unaudited Condensed Consolidated Balance Sheets, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows, (v) the Unaudited Condensed Consolidated Statements of Stockholders' Equity and Noncontrolling Interests, (vi) the Notes to Unaudited Condensed Consolidated Financial Statements and (vii) document and entity information.
‡						Represents a management contract or compensatory plan or arrangement.
+						Filed herewith.
++						Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			MOLSON COORS BEVERAGE COMPANY
			By:						/s/ ROXANNE M. STELTER
									Roxanne M. Stelter Vice President and Controller (Principal Accounting Officer) May 8, 2025