Molson Coors Beverage 10-Q 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2026

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)

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

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 July 30, 2026:

Class A Common Stock — 2,563,034 shares

Class B Common Stock — 174,117,990 shares

Exchangeable shares:

As of July 30, 2026, 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

Glossary of Terms and Abbreviations

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 and impacts of macroeconomic forces, beverage industry trends, cost inflation and tariffs, commodity prices, consumer preferences and limited disposable income, overall volume and market share trends, our competitive position, execution of our strategic priorities, anticipated results, pricing trends, cost reduction strategies, including the Americas Restructuring Plan announced in October of 2025 as well as other restructuring projects and the expected charges and benefits of the restructuring, shipment levels and profitability, the sufficiency of capital resources, expectations for funding future capital expenditures and operations, debt service capabilities, timing and amounts of debt and leverage levels, Preserving the Planet and related environmental initiatives, effective tax rate 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," "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.

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 1A. "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, 2025, ("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)

See notes to the unaudited condensed consolidated financial statements.

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS)

(UNAUDITED)

See notes to the unaudited condensed consolidated financial statements.

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT PAR VALUE)

(UNAUDITED)

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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 value brands, like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our 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 and Monaco, spirits 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, 2025 ("Annual Report"), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report. The results of operations for the three and six months ended June 30, 2026, 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. Our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, 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 year 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 and Competitive Trends

Our industry is experiencing and continues to navigate a dynamic macroeconomic environment driven by tariffs and shifting global trade policies as well as other geopolitical events including the recent conflict in Iran with potential resulting impacts on economic growth, consumer confidence, supply chain pressures, commodity cost volatility and other inflation, and foreign currency exchange rates.

For example, the surcharge added to the base price of aluminum in the U.S., known as the Midwest Premium, rose substantially in the second quarter of 2025, and base aluminum and fuel prices have also been volatile and remain at elevated levels. In addition to impacting the prices of raw materials, a constant or periodic change in these commodities has and may continue to decrease our profit margins or we may pass on the increased costs to our customers, which could in turn result in the loss of sales if the end consumer is not willing to pay the increased price.

Further, the associated impacts of the macroeconomic environment on the beer industries in which we operate has resulted in lower consumer confidence and heightened competitive activity resulting in market share reductions of our products in certain regions and 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 share losses are sustained. The economic and competitive pressures 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.

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.

Items Affecting the Americas Segment Results of Operations

Atomic Brands, Inc. Acquisition

On April 1, 2026, we acquired Atomic Brands, Inc., the maker of Monaco Cocktails ("Monaco") for a purchase price and cash paid of $275 million (subject to adjustment for net working capital). Monaco is a pioneering brand in the ready-to-drink ("RTD") cocktail segment known for combining bold flavors and quality with convenient ready-to-drink packaging. The acquisition is aligned with our strategy to expand beyond the beer aisle, especially into RTD cocktails. The acquisition was accounted for as a business combination, with approximately $65 million of consideration allocated to a definite-lived brand intangible asset to be amortized over a 15-year period and the remainder primarily allocated to goodwill of approximately $200 million for the amount in excess of net identifiable assets acquired as well as other working capital balances.

Midwest Premium Pricing

We continued to incur elevated costs attributable to Midwest Premium pricing. Midwest Premium pricing had an approximately $40 million and $70 million unfavorable impact on our cost of goods sold during the three and six months ended June 30, 2026, respectively. We expect this unfavorable impact to continue the remainder of 2026 and as a result, we anticipate Midwest Premium pricing to have an approximate $130 million unfavorable impact on our cost of goods sold for the year ending December 31, 2026 when compared to prior year.

Consolidated Results of Operations

The following table highlights summarized components of our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026 and June 30, 2025. See Part I.—Item 1. Financial Statements for additional details of our U.S. GAAP results.

Foreign Currency Impacts on Results

For the three months ended June 30, 2026, foreign currency movements had the following impacts on our USD consolidated results:

• Net sales - Favorable impact of $10.4 million (Favorable impact for EMEA&APAC of $11.1 million, partially offset by the unfavorable impact for Americas of $0.7 million).

• Cost of goods sold - Unfavorable impact of $6.8 million (Unfavorable impact for EMEA&APAC of $7.8 million, partially offset by the favorable impact for Americas and Unallocated of $0.5 million and $0.5 million, respectively).

• MG&A - Unfavorable impact of $2.9 million (Unfavorable impact for EMEA&APAC of $3.1 million, partially offset by the favorable impact for Americas of $0.2 million).

• Income (loss) before income taxes - Unfavorable impact of $0.4 million (Unfavorable impact for Americas of $2.1 million, partially offset by the favorable impact for Unallocated and EMEA&APAC of $1.0 million and $0.7 million, respectively).

The impacts of foreign currency movements on our consolidated USD results described above for the three months ended June 30, 2026 were primarily due to the weakening of the USD compared to the GBP and other operating currencies in Europe and the strengthening of the USD compared to the CAD.

For the six months ended June 30, 2026, foreign currency movements had the following impacts on our USD consolidated results:

• Net sales - Favorable impact of $55.6 million (Favorable impact for EMEA&APAC and Americas of $45.1 million and $10.5 million, respectively).

• Cost of goods sold - Unfavorable impact of $38.7 million (Unfavorable impact for EMEA&APAC and Americas of $33.4 million and $6.9 million, respectively, partially offset by the favorable impact for Unallocated of $1.6 million).

• MG&A - Unfavorable impact of $19.0 million (Unfavorable impact for EMEA&APAC and Americas of $15.4 million and $3.6 million, respectively).

• Income (loss) before income taxes - Unfavorable impact of $5.0 million (Unfavorable impact for EMEA&APAC and Americas of $4.7 million and $3.7 million, respectively, partially offset by the favorable impact for Unallocated of $3.4 million).

The impacts of foreign currency movements on our consolidated USD results described above for the six months ended June 30, 2026, were primarily due to the weakening of the USD compared to the CAD, GBP and other operating currencies in Europe.

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 distributor 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, which is a common arrangement in the U.K. and other European countries.

Net sales

The following table highlights the drivers of the change in net sales for the three months ended June 30, 2026, compared to June 30, 2025 (in percentages):

Net sales decreased 3.3% for the three months ended June 30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix and favorable foreign currency impacts.

Financial volume decreased 5.4% for the three months ended June 30, 2026, 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 by 1.8% for the three months ended June 30, 2026, compared to prior year, primarily due to increased net pricing in the Americas segment and favorable sales mix as a result of premiumization in both the Americas and EMEA&APAC segments.

The following table highlights the drivers of the change in net sales for the six months ended June 30, 2026, compared to June 30, 2025 (in percentages):

Net sales decreased 1.0% for the six months ended June 30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix and favorable foreign currency impacts.

Financial volume decreased 4.4% for the six months ended June 30, 2026, 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 by 2.3% for the six months ended June 30, 2026, compared to prior year, primarily due to increased net pricing in the Americas segment and favorable sales mix as a result of premiumization in both the Americas and EMEA&APAC segments.

A discussion of currency impacts on net sales for the three and six months ended June 30, 2026 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 mix and other cost impacts on our cost of goods sold.

Cost of goods sold increased 6.0% for the three months ended June 30, 2026 compared to prior year, primarily due to higher cost of goods sold per hectoliter and unfavorable foreign currency impacts, partially offset by lower financial volume. Cost of goods sold per hectoliter increased 12.1% for the three months ended June 30, 2026, compared to prior year, primarily due to the unfavorable changes in our unrealized mark-to-market commodity derivative positions of $98.0 million, cost inflation related to materials, logistics and manufacturing expenses including approximately $40 million of an unfavorable impact attributable to Midwest Premium pricing, unfavorable mix driven by premiumization and volume deleverage, partially offset by cost savings initiatives.

Cost of goods sold increased 3.4% for the six months ended June 30, 2026 compared to prior year, primarily due to higher cost of goods sold per hectoliter and unfavorable foreign currency impacts of $38.7 million, partially offset by lower financial volumes. Cost of goods sold per hectoliter increased 8.1% for the six months ended June 30, 2026, compared to prior year, primarily due to cost inflation related to materials, logistics and manufacturing expenses including approximately $70 million of an unfavorable impact attributable to Midwest Premium pricing, unfavorable mix driven by premiumization, volume deleverage and unfavorable changes in our unrealized mark-to-market commodity derivative positions of $27.5 million, partially offset by cost savings initiatives.

A discussion of currency impacts on cost of goods sold for the three and six months ended June 30, 2026, is included in the "Foreign currency impacts on results" section above.

Marketing, general and administrative expenses

MG&A expenses increased 3.7% for the three months ended June 30, 2026, compared to prior year, primarily due to higher general and administrative expenses as a result of cycling lower incentive compensation expense in the prior year and costs incurred related to our global modernization enterprise resource planning (“ERP”) system implementation project in the current year.

MG&A expenses decreased 1.3% for the six months ended June 30, 2026, compared to prior year, primarily due to lower marketing expense and the cycling of approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition in the prior year, partially offset by cycling lower incentive compensation expense in the prior year, unfavorable foreign currency impacts of $19.0 million and costs incurred related to our global modernization ERP system implementation project.

A discussion of currency impacts on MG&A expenses for the three and six months ended June 30, 2026, 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 increased 70.0% for the three months ended June 30, 2026, compared to prior year, primarily due to the fair value change of our investment in Fevertree Drinks plc of $18.0 million.

Total non-operating expense, net increased 91.5% for the six months ended June 30, 2026, compared to prior year, primarily due to the fair value change of our investment in Fevertree Drinks plc of $54.1 million.

Income tax benefit (expense)

The lower effective tax rate for the three and six months ended June 30, 2026, compared to the prior year, was primarily due to the recognition of a higher discrete tax benefit.

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.

Segment Results of Operations

Americas Segment

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

(2)Excludes royalty volume of 0.719 million hectoliters and 1.441 million hectoliters for the three and six months ended June 30, 2026, respectively, and excludes royalty volume of 0.693 million hectoliters and 1.366 million hectoliters for the three and six months ended June 30, 2025, respectively.

Net sales

The following table highlights the drivers of the change in net sales for the three months ended June 30, 2026, compared to June 30, 2025 (in percentages):

Net sales decreased 4.1% for the three months ended June 30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix.

Financial volume decreased 6.4% for the three months ended June 30, 2026, compared to prior year, primarily due to lower financial volume in the U.S. in our core and value brands as well as the unfavorable timing of shipments.

Price and sales mix favorably impacted net sales by 2.3% for the three months ended June 30, 2026, compared to prior year, primarily due to increased net pricing and favorable sales mix as a result of positive brand mix.

The following table highlights the drivers of the change in net sales for the six months ended June 30, 2026, compared to June 30, 2025 (in percentages):

Net sales decreased 1.9% for the six months ended June 30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable price and sales mix and favorable foreign currency impacts.

Financial volume decreased 4.8% for the six months ended June 30, 2026, compared to prior year, primarily due to lower financial volumes in the U.S. in our core and value brands.

Price and sales mix favorably impacted net sales by 2.7% for the six months ended June 30, 2026, compared to prior year, primarily due to increased net pricing and favorable sales mix as a result of positive brand mix.

A discussion of currency impacts on net sales for the three and six months ended June 30, 2026 is included in the "Foreign currency impacts on results" section above.

Income (loss) before income taxes

Income before income taxes decreased 27.5% for the three months ended June 30, 2026, compared to the prior year, primarily due to lower financial volume, cost inflation related to materials, logistics and manufacturing expenses, including approximately $40 million of an unfavorable impact attributable to Midwest Premium pricing, higher MG&A expenses, unfavorable changes in the fair value of our investment in Fevertree Drinks plc of approximately $18 million and higher other operating expenses, partially offset by increased net pricing and cost savings initiatives. Higher MG&A was primarily driven by the cycling of lower incentive compensation expense in the prior year and costs incurred related to our global modernization ERP system implementation project in the current year.

Income before income taxes decreased 20.1% for the six months ended June 30, 2026, compared to the prior year, primarily due to cost inflation related to materials, logistics and manufacturing expenses, including approximately $70 million of an unfavorable impact attributable to Midwest Premium pricing, lower financial volume and unfavorable changes in the fair value of our investment in Fevertree Drinks plc of $54.1 million, partially offset by increased net pricing, lower MG&A and cost savings initiatives. Lower MG&A was primarily due to the cycling of approximately $30 million of integration and transition fees from the Fevertree USA, Inc. acquisition in the prior year, cost savings initiatives including lower employee-related costs of our Americas Restructuring Plan and lower marketing expense, partially offset by higher incentive compensation expense and costs incurred related to our global modernization ERP system implementation project.

A discussion of currency impacts on income (loss) before income taxes for the three and six months ended June 30, 2026 is included in the "Foreign currency impacts on results" section above.

EMEA&APAC Segment

N/M = Not meaningful

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

(2)Excludes royalty volume of 0.353 million hectoliters and 0.576 million hectoliters for the three and six months ended June 30, 2026, respectively, and excludes royalty volume of 0.336 million hectoliters and 0.556 million hectoliters for the three and six months ended June 30, 2025, respectively.

Net sales

The following table highlights the drivers of the change in net sales for the three months ended June 30, 2026, compared to June 30, 2025 (in percentages):

Net sales decreased 0.4% for the three months ended June 30, 2026, compared to prior year, driven by lower financial volume, partially offset by favorable foreign currency impacts and favorable price and sales mix.

Financial volume decreased 2.8% for the three months ended June 30, 2026, compared to prior year, primarily due to lower volume in the U.K. driven by soft market demand and a heightened competitive landscape.

Price and sales mix favorably impacted net sales by 0.8% for the three months ended June 30, 2026, compared to prior year, primarily due to premiumization, partly offset by increased promotional activity.

The following table highlights the drivers of the change in net sales for the six months ended June 30, 2026, compared to June 30, 2025 (in percentages):

Net sales increased 2.3% for the six months ended June 30, 2026, compared to prior year, driven by favorable foreign currency impacts and favorable price and sales mix, partially offset by lower financial volumes.

Financial volume decreased 3.1% for the six months ended June 30, 2026, compared to prior year, primarily due to lower volume in the U.K. and in Central and Eastern Europe driven by soft market demand and heightened competitive landscape mainly in our core and value brands.

Price and sales mix favorably impacted net sales by 1.4% for the six months ended June 30, 2026, compared to prior year, primarily due to premiumization, partly offset by increased promotional activity.

A discussion of currency impacts on net sales for the three and six months ended June 30, 2026, is included in the "Foreign currency impacts on results" section above.

Income (loss) before income taxes

Income before income taxes of $37.9 million decreased 41.5% for the three months ended June 30, 2026, compared to the prior year, primarily due to unfavorable mix driven by channel mix, lower financial volume and cost inflation related to materials, logistics and manufacturing expenses, partially offset by lower restructuring related charges.

Loss before income taxes of $13.8 million increased $59.4 million for the six months ended June 30, 2026, compared to income in the prior year, primarily due to lower financial volume, higher restructuring related charges, cost inflation related to materials, logistics and manufacturing expenses, unfavorable geographic mix and unfavorable foreign currency impacts.

A discussion of currency impacts on income (loss) before income taxes for the three and six months ended June 30, 2026 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 instruments not designated in hedging relationships recorded within cost of goods sold, which are later reclassified when realized to the segment in which the 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 in Unallocated.

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 and six months ended June 30, 2026 and June 30, 2025. The increase in the unrealized loss recognized during the three months ended June 30, 2026, compared to prior year, was primarily due to unrealized losses recognized on our U.S. aluminum swaps and options, U.S. Midwest Premium swaps and U.S. diesel swaps. The increase in the unrealized loss recognized during the six months ended June 30, 2026, compared to prior year, was primarily due to unrealized losses recognized on our U.S. Midwest Premium swaps and U.S. aluminum swaps, partially offset by unrealized gains on our U.S. diesel swaps. 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, decreased 2.2% and 3.3% for the three and six months ended June 30, 2026, respectively, compared to prior year periods, primarily due to favorable foreign currency transactional impacts, higher pension and OPEB non-service benefit, partially offset by higher net interest expense.

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 June 30, 2026, excluding cash proceeds received from both the $500 million senior notes due July 2031 and the $1.0 billion senior notes due July 2036 issued on May 27, 2026, which were subsequently used to pay the $2.0 billion 3.0% senior notes due July 2026, approximately 57% of our cash and cash equivalents were located outside the U.S., largely denominated in foreign currencies. Fluctuations in foreign currency exchange rates could 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 is generally of a longer-term nature. See the debt maturity profile graph for further details of our debt maturities. 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 provided by operating activities of $820.4 million for the six months ended June 30, 2026, increased $192.8 million compared to $627.6 million for the six months ended June 30, 2025. The increase was primarily due to favorable changes in working capital, partially offset by lower net income adjusted for non-cash items. The favorable changes in working capital were primarily driven by the current year cash settlement of our forward starting interest rate swaps of $107.5 million, lower payments for prior year annual incentive compensation, the timing of payables and the cycling of a $60.6 million prior year payment as final resolution of the Keystone litigation case, partially offset by the timing of receivables.

Cash Flows from Investing Activities

Net cash used in investing activities of $599.4 million for the six months ended June 30, 2026, increased $99.7 million compared to $499.7 million for the six months ended June 30, 2025. The increase in cash used in investing activities was primarily due to our current year acquisition of Atomic Brands, Inc. for $275 million, partially offset by the cycling of our prior year investment in Fevertree Drinks plc of $88 million and the prior year acquisition of Fevertree USA, Inc. as well as lower capital expenditures as a result of the timing of capital projects.

Cash Flows from Financing Activities

Net cash provided by financing activities of $1,026.9 million for the six months ended June 30, 2026, increased $1,533.1 million compared to $506.2 million used in financing activities for the six months ended June 30, 2025. The increase in cash provided by financing activities was primarily due to the issuance of the $500 million 4.9% senior notes due in 2031, CAD 500 million 4.3% senior notes due in 2033, $1.0 billion 5.5% senior notes due in 2036 and lower Class B common stock share repurchases, partially offset by the repayment of the CAD 500 million senior notes due in 2026.

Capital Resources, including Material Cash Requirements

Cash and Cash Equivalents

As of June 30, 2026, we had total cash and cash equivalents of $2,128.1 million, compared to $896.5 million as of December 31, 2025 and $613.8 million as of June 30, 2025. The increase in cash and cash equivalents from December 31, 2025 was primarily due to the issuance of the $500 million 4.9% senior notes due in 2031, CAD 500 million 4.3% senior notes due in 2033, $1.0 billion 5.5% senior notes due in 2036 and the net cash provided by operating activities, partially offset by the repayment of CAD 500 million senior notes due in 2026, capital expenditures, the current year acquisition of Atomic Brands Inc. for $275 million, Class B common stock share repurchases and dividends paid. The increase in cash and cash equivalents from June 30, 2025, was primarily due to the net cash provided by operating activities and the issuance of the $500 million 4.9% senior notes due in 2031, CAD 500 million 4.3% senior notes due in 2033, $1.0 billion 5.5% senior notes due in 2036, partially offset by capital expenditures, Class B common stock share repurchases, the repayment of CAD 500 million senior notes due in 2026, dividends paid and the current year acquisition of Atomic Brands Inc. for $275 million.

Borrowings

Subsequent to June 30, 2026, we repaid our $2.0 billion 3.0% senior notes upon maturity on July 15, 2026, using cash proceeds from the May 2026 issuance of both the $500 million senior notes due July 2031 and the $1.0 billion senior notes due July 2036 as well as cash on hand.

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 an amended and restated $2.0 billion multi-currency revolving credit facility with a maturity date of June 26, 2030. As of June 30, 2026, we had $2.0 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility. Subsequent to June 30, 2026, we had commercial paper borrowings that resulted in commercial paper outstanding of approximately $0.2 billion as of August 6, 2026. As such, as of August 6, 2026, we have approximately $1.8 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility.

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 June 30, 2026 and December 31, 2025. As of June 30, 2026 and December 31, 2025, 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 June 30, 2026, 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, 2025, 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, the May 2024 Indenture and the May 2026 Supplemental Indenture (each as defined below). "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 3.0% senior notes due July 2026 (subsequently repaid upon maturity on July 15, 2026) and its outstanding 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 and the Supplemental Indenture dated May 27, 2026 ("May 2026 Supplemental Indenture"), MCBC issued its outstanding 4.9% senior notes due 2031 and its outstanding 5.5% senior notes due 2036. The issuances of the senior notes issued under the May 2012 Indenture, the July 2016 Indenture, the May 2024 Indenture and the May 2026 Supplemental 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 are also full and unconditional and joint and several.

As of June 30, 2026, 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 June 30, 2026.

The following summarized financial information relates to the Obligor Group as of June 30, 2026, 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

Capital Expenditures

We incurred $227.2 million and paid $335.2 million, for capital improvement projects worldwide for the six months ended June 30, 2026, excluding capital spending by equity method joint ventures, representing a decrease of $30.0 million from the $257.2 million of capital expenditures incurred in the six months ended June 30, 2025. 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 matters 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 June 30, 2026, 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 six months ended June 30, 2026. See Part I.—Item 1. Financial Statements, Note 2, "New Accounting Pronouncements" for discussion of any recently adopted accounting pronouncements.

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, 2025. During the six months ended June 30, 2026, our market risk sensitive instruments fluctuated as a result of changes in interest rates, foreign currency exchange rates and commodity prices, but there have been no material changes to our market risks and our market sensitive instruments from those disclosed in our Annual Report.

Interest Rate Risk

As of June 30, 2026 and December 31, 2025, the following table presents our fixed rate notes as well as the impact of a hypothetical 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 June 30, 2026 and December 31, 2025, respectively. See Part I - Item 1. Financial Statements, Note 7. "Debt" for the maturity dates of our outstanding debt instruments.

As of June 30, 2026, we had no outstanding forward starting interest rate swaps as they were settled in conjunction with the issuance of our 2036 USD senior notes.

Foreign Currency Exchange Risk

The following table includes details of our foreign currency denominated fixed rate notes 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 June 30, 2026 and December 31, 2025, respectively.

Commodity Price Risk

The following table includes details of our commodity swaps and options 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. Notional amounts and fair values are presented in USD based on the applicable exchange rates as of June 30, 2026 and December 31, 2025, respectively. The notional for our commodity options include certain offsetting buy and sell positions, which are presented in terms of absolute value.

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 June 30, 2026, 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 June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

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 June 30, 2026:

(1)On September 29, 2023, our Board approved a share repurchase program up to an aggregate of $2.0 billion of our Class B common stock, excluding brokerage commissions and excise taxes, with an expected program term of five years. On February 9, 2026, our Board approved an increase to the existing Class B 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.

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.

During the three months ended June 30, 2026, no 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

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.