UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-K


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

For the fiscal year ended December 31, ~~2024~~ 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)

_______________________________________________________________

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

Title of each class

Trading symbols

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

TAP.A

New York Stock Exchange

Class B Common Stock, $0.01 par value

TAP

New York Stock Exchange

3.800% Senior Notes due 2032

TAP 32

New York Stock Exchange

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

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

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the registrant's voting and non-voting common ~~stock~~equity held by non-affiliates of the registrant at the close of business on the last business day of the registrant's most recently completed second fiscal quarter was approximately $8.90 billion based upon the last sales price reported for such date on the New York Stock Exchange and the Toronto Stock Exchange. For purposes of this disclosure, shares of common and exchangeable stock held by officers and directors of the registrant (and their respective affiliates), are excluded in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive of affiliate status for other purposes.

The number of shares outstanding of each of the registrant's classes of common stock, as of February 11, ~~2025~~2026.

Class A Common Stock—2,563,034 shares

Class B Common Stock—~~190~~175,~~157~~592,~~977~~622 shares

Exchangeable shares:

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

Class A Exchangeable Shares—2,678,963 shares

Class B Exchangeable Shares—7,~~205~~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.

Documents Incorporated by Reference: Portions of the registrant's definitive proxy statement for the registrant's ~~2025~~2026 annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant's fiscal year ended December 31, ~~2024~~2025, are incorporated by reference under Part III of this Annual Report on Form 10-K.

Table o f Contents

MOLSON COORS BEVERAGE COMPANY AND SUBSIDIARIES

INDEX

		Page
Glossary of Terms and Abbreviations		2
Cautionary Statement		3
Risk Factors Summary		3
PART I.
Item 1.	Business	5
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	32
Item 1C.	Cybersecurity	3233
Item 2.	Properties	34
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	[Reserved]	37
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5556
Item 8.	Financial Statements and Supplementary Data	5758
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~122~~123
Item 9A.	Controls and Procedures	~~122~~123
Item 9B.	Other Information	~~123~~124
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspection	~~123~~124
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	~~123~~124
Item 11.	Executive Compensation	~~123~~124
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~123~~124
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~123~~125
Item 14.	Principal Accountant Fees and Services	~~123~~125
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	~~124~~125
Item 16.	Form 10-K Summary	~~130~~133
Signatures		~~130~~133

Table o f Contents

Glossary of Terms and Abbreviations

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

Table o f Contents

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

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

Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements in Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and under the heading Items Affecting Reported Results, with respect to, among others, expectations and impacts of ~~cost~~macroeconomic ~~inflation~~forces, ~~limited~~beverage ~~consumer~~industry ~~disposable~~trends, ~~income~~cost inflation and tariffs, consumer preferences and limited disposable income, overall volume and market share trends, our competitive position, ~~pricing~~execution ~~trends,~~of ~~macroeconomic~~our ~~forces~~strategic priorities, ~~beverage~~anticipated ~~industry~~results, pricing trends, cost reduction strategies, ~~execution~~including ofthe ~~our~~Americas ~~Acceleration~~Restructuring Plan announced in October of 2025 and the expected charges and benefits of the restructuring, 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, 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 I—Item 1A. Risk Factors, ~~elsewhere~~in ~~throughout~~ this report and those described from time to time in our past and future reports filed with the SEC. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Market and Industry Data

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

Risks Factors Summary

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

•~~deterioration~~constant evolution of ~~general~~the ~~economic,~~global ~~political,~~beer ~~credit~~industry and~~/or~~ ~~capital market conditions, including those caused by~~ the ~~ongoing~~broader ~~conflict~~alcohol ~~between~~industry ~~Russia~~ and ~~Ukraine~~our ~~(which~~position wewithin ~~refer~~the toglobal asbeer ~~"Russia-Ukraine~~industry ~~conflict"),~~and ~~Middle~~success ~~East~~of ~~conflict~~our orproducts ~~other~~in ~~geopolitical~~our ~~tensions~~markets;

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

•competition in our markets;

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

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

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

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

•~~cybersecurity~~weak, ~~incidents~~or ~~impacting~~weakening ~~our~~of, ~~information systems~~economic, ~~and~~social ~~violations~~or ofother ~~data~~conditions ~~privacy~~in ~~laws~~the markets in which we do business, including cost inflation, tariffs and ~~regulations~~reductions in discretionary consumer spending;

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

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

Table o f Contents

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

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

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

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

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

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

•our dependence on key personnel, including managing our Chief Executive Officer transition;

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

•competition in our markets;

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

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

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

•inadequate supply or availability of quality water;

•~~the~~investment ~~integration~~performance of pension plan holdings and ~~use~~other offactors ~~artificial~~impacting ~~intelligence~~related ~~and~~pension ~~similar~~plan ~~technology~~costs and contributions;

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

•our debt level risks and operating covenants and restrictions;

•deterioration in our credit rating;

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

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

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

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

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

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

•changes in tax laws, regulations or tax rates;

•unfavorable outcomes of legal or regulatory matters;

•our operations in developing and emerging markets;

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

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

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

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

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

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

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

•economic trends and intense competition in European markets;

•~~the~~shareholder ~~potential~~activism ~~for~~efforts ~~Pentland~~or ~~and~~unsolicited ~~the~~offers ~~Coors~~from ~~Trust to disagree on~~ a ~~matter submitted to our stockholders or the super~~third-~~majority of the Board of Directors to disagree on certain actions~~party;

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

Table o f Contents

•~~shareholder~~the ~~activism~~interests ~~efforts~~of orthe ~~unsolicited~~controlling ~~offers~~stockholders may differ from athose ~~third-party.~~of other stockholders; and

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

PART I

ITEM 1. BUSINESS

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. 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.

Business and Market Overview

Our History

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.

Our primary founders, the Molson, Coors and Miller families date back over two centuries. Our commitment to producing the highest quality beers is a key part of our heritage and remains so to this day. Our brands are designed to appeal to a wide range of consumer tastes, styles and price preferences. Coors Brewing Company was incorporated in June 1913 under the laws of the state of Colorado. In October 2003, Coors Brewing Company merged with and into Adolph Coors Company, a Delaware corporation. In February 2005, Adolph Coors Company merged with Molson Inc. ("the Merger"). Upon completion of the Merger, Adolph Coors Company changed its name to Molson Coors Brewing Company. In 2008, Molson Coors Brewing Company and the former SABMiller plc formed the MillerCoors joint venture that combined their respective operations in the U.S. and Puerto Rico with Molson Coors Brewing Company maintaining a 42% share in the joint venture. In 2016, we acquired 100% of the outstanding equity and voting interests of MillerCoors, from SABMiller plc. In January 2020, we changed our name from Molson Coors Brewing Company to Molson Coors Beverage Company in connection with our expansion beyond the beer aisle.

Our Industry and Our Competitors

The brewing industry has significantly evolved over the years to become an increasingly global and complex market as the consolidation of brewers globally has resulted in a small number of large global brewers representing the majority of the worldwide beer market. Although we believe consolidation among current major brewers has largely concluded, the current landscape primarily features smaller-scale acquisitions including exports, licensing, and partnership arrangements. These activities continue to occur predominantly among the same global competitors that represent the majority of the market. While the majority of the market is represented by a small number of large global brewers, smaller local brewers continue to inhabit the market as consumers place value on locally-produced, regionally-sourced products.

The beer industry is highly competitive and our portfolio of beers competes with numerous brands in all segments which are produced by international, national, regional and local brewers. Competitive factors impacting our business include, but are not limited to, brand recognition and loyalty, pricing, quality, advertising, marketing and promotional activity, packaging, product variety, and the ability to anticipate and respond to consumer tastes and preferences. We believe our brand portfolio gives us strong representation in all major beer categories. We are the fourth largest global brewer in the world. In the U.S. and Canada, we compete most directly with Anheuser-Busch InBev SA/NV ("ABI") and Constellation Brands, Inc., but we also compete with imports and other providers of craft beer and flavored malt beverages. In the European countries where we currently operate, our primary competitors are Heineken, Asahi, Carlsberg and ABI.

Our products also compete with other alcohol beverages, including wine and spirits, and thus their competitive position is affected by consumer preferences between and among these other categories. Sales of spirits have grown faster than sales of beer in recent years, driven by, among other things, increased spirits advertising, a narrowing price gap with spirits and the growth of spirits-based ready-to-drink alcoholic beverages. This has resulted in a reduction in the beer segment's lead in the overall alcohol beverage market over the last decade.

Table o f Contents

The brewing industry is highly competitive and our portfolio of beers competes with numerous brands in all segments which are produced by international, national, regional and local brewers. Competitive factors impacting our business include, but are not limited to, brand recognition and loyalty, pricing, quality, advertising, marketing and promotional activity, packaging, product variety, and the ability to anticipate and respond to consumer tastes and preferences. We believe our brand portfolio gives us strong representation in all major beer categories. We are among the top five global brewers in the world. In the U.S. and Canada, we compete most directly with Anheuser-Busch InBev SA/NV ("ABI") and Constellation Brands, Inc., but we also compete with imports and other providers of craft beer and flavored malt beverages. In the European countries where we currently operate, our primary competitors are Heineken, Asahi, Carlsberg and ABI. Globally, our products also compete with other alcohol beverage categories, including wine, spirits as well as wine-based and spirits-based RTDs. Our products' competitive position is affected by consumer preferences between and among these other categories. Shifts between these beverage categories have resulted in a reduction in the beer segment's lead in the overall alcohol beverage market over the last decade.

Our Strategy

Consumer preferences have continued to shift within the industry to above premium products, with volume growth in recent years seen in flavored malt beverages, imports and super premium portfolios. ~~Consumers~~Further, consumers are ~~also~~ expanding ~~further~~ into spirits, particularly to spirits-based ~~ready-to-drink alcoholic beverages~~RTDs.

InAs ~~addition~~the beer industry continues its diversification of its products to meet consumer demand with broadening preferences, ~~during~~we ~~2023~~believe large global brewers are uniquely positioned to leverage the scale, indepth of product portfolio and industry knowledge to continue to lead the Umarket forward.S. Since 2019, we ~~saw~~have amade ~~shift~~progress inon ~~consumer~~our ~~purchasing~~transformation ~~behavior~~journey ~~largely~~to ~~within~~become ~~the~~a ~~premium~~total ~~segment~~beverage ~~that~~company, ~~drove~~but angiven ~~increase~~the infast-paced ~~our~~and ~~core~~evolving ~~power~~industry, ~~brands'~~we ~~net~~are ~~sales~~focused on transforming even faster.

AsUnder the ~~beer~~leadership ~~industry continues its diversification~~ of ~~its~~our ~~products~~new toChief ~~meet~~Executive ~~consumer~~Officer ~~demand~~("CEO"), ~~with~~effective ~~broadening~~October ~~preferences~~1, 2025, we ~~believe large global brewers~~ are ~~uniquely~~continuing ~~positioned~~our journey to ~~leverage~~become ~~the~~a ~~scale,~~total ~~depth~~beverage ofcompany ~~product portfolio~~ and ~~industry~~putting ~~knowledge~~ourselves toon ~~continue~~a path to ~~lead~~sustainable ~~the market forward~~growth. ~~Therefore,~~We inannounced ~~October~~an ~~2023,~~Americas weRestructuring ~~announced~~Plan ~~our~~aimed ~~Acceleration~~at ~~Plan,~~putting ~~building~~the ~~off~~right ~~the~~level ~~successes~~of ~~achieved~~resources ~~under~~closer ~~the~~to ~~Revitalization~~our ~~Plan,~~consumers ~~which~~and ~~was~~customers ~~announced~~as inwe ~~October~~pursue ~~2019.~~a ~~The~~return ~~Acceleration~~to ~~Plan~~growth, ~~focuses~~both concentrating on ~~the~~all ~~execution~~segments of ~~the~~our ~~following~~beer ~~principal~~portfolio ~~strategies:~~and ~~consistently~~expanding ~~grow~~into ~~our~~adjacent ~~core~~categories, ~~power~~such ~~brand~~as ~~net~~premium ~~sales~~mixers, ~~aggressively~~non-alcohol ~~premiumize~~beverages ~~our~~and ~~portfolio,~~energy ~~scale~~drinks. ~~and~~We ~~expand~~aim into ~~beyond~~champion beer, ~~invest~~at inevery ~~our~~turn ~~capabilities~~while ~~and~~building ~~support~~a ~~our~~portfolio ~~people,~~that ~~communities~~reflects ~~and~~evolving ~~planet~~preferences. ~~Under~~Our ~~this~~investments ~~plan~~in technology, ~~we aim to further accelerate our premiumization efforts~~capabilities, ~~targeting~~partnerships ~~one-third~~and ofinnovation ~~our~~are ~~global~~designed ~~brand~~to ~~portfolio~~support ~~within~~profitable ~~the~~growth ~~above~~and ~~premium category in the medium term~~diversification, ~~while~~positioning ~~continuing~~our tocompany ~~invest~~for insuccess ~~operational~~today ~~enhancements~~ and ~~expanding~~in ~~beyond~~the ~~beer~~future.

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

We believe we are well positioned to compete in this continually evolving market, particularly in beer and beyond beer, including, flavor, full strength spirits and non-alcoholic beverages where we think we have a right to win. This includes premiumizing our product mix, leveraging learnings from and building on the successes achieved in certain markets such as EMEA&APAC.

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

Our Segments

Our reporting segments include the Americas and EMEA&APAC. A separate operating team manages each segment and each segment manufactures, markets, distributes and sells beer as well as offers a modern and growing portfolio that expands beyond the beer aisle.

Americas Segment

Our Americas segment consists of the production, importing, marketing, distribution and sales of our owned brands, ~~and~~ partner brands and licensed brands in the U.S., Canada and various countries in Latin America. We currently operate nine primary breweries, three craft breweries and two container operations. The Americas segment also includes partnership arrangements with Brewers' Retail Inc. ("BRI") for the distribution of beer in Ontario, Canada, and Brewers' Distributor Ltd. ("BDL") for the distribution of beer in the western provinces of Canada. In addition, we have an agreement with Heineken that grants us the right to produce, import, market, distribute and sell certain Heineken products in Canada. We ~~also~~ have authorizations from ~~The~~Red ~~Coca-Cola~~Tree ~~Company~~Beverages, LLC that grant us the right to produce, market, advertise, promote, sell and distribute products bearing the Simply Spiked ~~branded~~trademark ~~products~~ in the U.S. and Canada, as well as the Topo Chico Hard Seltzer ~~products~~trademark in the U.S. WeIn addition, we have agreements to brew, package and ship products for The Yuengling Company ("TYC") in the U.S. and we have a license agreement to import, produce, market, advertise, promote, sell and distribute Fever-Tree products in the U.S.

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

EMEA&APAC Segment

~~The~~Our EMEA&APAC segment consists of the production, marketing and sales of our ~~primary~~owned brands, aspartner ~~well~~brands ~~as other owned~~ and licensed brands in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific regions. We currently operate ~~eleven~~ten primary breweries, ~~four~~three craft breweries and one cidery. The majority of our EMEA&APAC segment sales are in the U.K., Croatia, Romania and the Czech Republic, with the U.K. representing over 55% of the segment's net sales in ~~2024~~2025.

Table o f Contents

Our portfolio includes beers that have the largest share in their respective segments, such as Carling in the U.K. and Ožujsko in Croatia. We have beers that rank in the top five in market share in their respective segments throughout the region, such as Staropramen in the Czech Republic and Bergenbier in Romania. Additionally, we sell Staropramen, Coors, Madrí Excepcional and Miller Genuine Draft in various countries. Our EMEA&APAC segment includes the sale of factored brands in the U.K. which occurs when we distribute beer, wine, spirits and other products owned and produced by other companies to the on-premise channel, such as bars and restaurants. Sales from factored brands are included in our net sales and cost of goods sold when ultimately sold.

Unallocated

We also have certain activity that is not allocated to our segments, which is reflected in "Unallocated". 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 ~~as well as realized and unrealized changes in fair value on derivative instruments not designated in hedging relationships related to financing and other treasury-related activities~~. 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. ~~and~~Meanwhile, all other components remain in Unallocated.

Business Seasonality

Total industry volume is sensitive to factors such as weather, holidays, ~~changes in demographics, consumer preferences~~ and certain occasions including major broadcasted or streamed sporting events. Weather conditions consisting of high temperatures and extended periods of warm and dry weather favor increased consumption of our products, while unseasonably cool or wet weather, especially during the summer months, adversely affects our sales volumes and net sales. Consumption of beer ~~in the Americas segment~~ is seasonal, with ~~nearly~~approximately 3740% of financial volume occurring during the months ~~from~~of May through August. Inin ~~EMEA&APAC,~~both the ~~peak~~Americas ~~selling seasons typically occur during the summer months~~ and ~~during~~EMEA&APAC ~~the Christmas and New Year holiday season~~segments.

Regulation

Our business is subject to various laws and regulations in the jurisdictions around the world in which we operate. These regulations govern many parts of our operations, including distributor relationships, sales, brewing and transportation, marketing and advertising and environmental issues. Specifically, excise taxes remitted to tax authorities are government-imposed ~~excise~~ taxes on ~~beer~~alcohol products which are shown in a separate line item in the consolidated statements of operations as a reduction of sales.

The U.S. beer business is regulated by federal, state and local governments that regulate the production, marketing, distribution and selling of beer and other alcoholic beverages. To operate our facilities, we must obtain and maintain numerous permits, licenses and approvals from various governmental agencies, including the U.S. Department of Treasury, Alcohol and Tobacco Tax and Trade Bureau, the U.S. Department of Agriculture, the U.S. Food and Drug Administration, state alcohol regulatory agencies and state and federal environmental agencies. U.S. governmental entities including state and local jurisdictions also levy taxes and may require bonds to ensure compliance with applicable laws and regulations. In ~~2024~~2025, our U.S. ~~business~~ excise taxes ontotaled ~~malt beverages were~~ approximately $15 per hectoliter sold on a reported basis.

In Canada, provincial governments regulate the production, marketing, distribution, selling and pricing of beer and other alcoholic beverages produced or imported into Canada (including the establishment of minimum prices), and impose commodity taxes, mark-ups and license fees in relation to its production, distribution and sale. In addition, the Canadian federal government regulates the advertising, labeling, quality control, and international trade of beer, and also imposes commodity taxes on both domestically produced and imported beer. Further, certain bilateral and multilateral treaties entered into by the federal government, provincial governments and certain foreign governments, especially within the U.S., affect the Canadian beer industry. In ~~2024~~2025, our Canadian ~~business~~ excise taxes, ~~federal~~totaled ~~and provincial, were~~ approximately $5556 per hectoliter sold on a reported basis.

~~Most~~In ~~countries included in~~ our EMEA&APAC segment, most countries where we carry out significant brewing or distribution activities are either a member of the European Union ("EU") or a current candidate to join the EU, with the exception of the U.K. As such, there are similarities in the regulations that apply to many parts of our EMEA&APAC segment's operations and products, including brewing, food safety, labeling and packaging, marketing and advertising, environmental, health and safety, employment, data protection and regulations. In the U.K., although the regulatory framework for these areas broadly aligns with the EU, there are some differences due to the U.K.'s departure from the EU ("Brexit"), particularly in areas such as labeling, marketing, and data protection standards. To operate breweries and conduct our business in these countries, we must obtain and maintain numerous permits and licenses from various governmental agencies.

All of the government(s) of each country in which we sell our products in the EMEA&APAC segment levy excise taxes on alcohol beverages. All countries which are members of the EU apply laws on excise taxes that are consistent with EU legislative acts, also known as EU Directives, and use measurements based on either alcohol by volume or Plato degrees. In contrast, the U.K. has established its own excise duty system post-Brexit, which includes specific rates and requirements. Non-EU countries use various taxation methods, including a flat excise rate per volume or methods similar to those used in the EU. In 2025, the excise taxes for our EMEA&APAC segment were approximately $45 per hectoliter on a reported basis.

Table o f Contents

All of the government(s) of each country in which we sell our products in the EMEA&APAC segment levy excise taxes on alcohol beverages. All countries which are members of the EU apply laws on excise taxes that are consistent with EU legislative acts, also known as EU Directives, and use measurements based on either alcohol by volume or Plato degrees. In contrast, the U.K. has established its own excise duty system post-Brexit, which includes specific rates and requirements. Non-EU countries use various taxation methods, including a flat excise rate per volume or methods similar to those used in the EU. In the year ended December 31, 2024, the excise taxes for our EMEA&APAC segment were approximately $46 per hectoliter on a reported basis.

Products and Operations

Our Products

We craft and distribute high-quality, innovative beer and other beverages with the purpose of uniting people to celebrate all life's moments. We have a diverse portfolio of beloved and iconic owned and partner brands. In addition to offering beers in various price segments, we offer products in various categories like flavored beverages (which includes hard seltzers), craft, spirits and non-alcoholic beverages including premium mixers and energy drinks. We categorize our brands globally for consistency of reporting based on the following price segments: Above Premium, Premium and ~~Economy~~Value. For example, our Above Premium classification includes brands that are sold at a price point higher than the market average. Price segment classifications may vary between the Americas and EMEA&APAC segments and the naming conventions and classifications may be different in the various countries that we operate based on local terminology. For example, in our EMEA&APAC segment, brands categorized in the Premium classification such as Carling would be described as core brands in the local market.

The following presents the primary brands sold:

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

Premium - Bergenbier, Borsodi, Burgasko, ~~Caraiman,~~ Carling, Coors Banquet, Coors Light, Jelen, ~~Kamenitza,~~ Miller Lite, Molson Canadian brands, Niksicko, Ožujsko

~~Economy~~Value - Branik, Icehouse, Keystone, Lowenbrau*, Miller High Life, Milwaukee's Best, Steel Reserve

* Represents various partner brand agreements with third parties, such as license, distribution, partnership and joint venture agreements. These agreements may only reside in certain geographies and not all markets globally.

Sales and Distribution

Our go to market strategy differs between geographic regions due to the differences in regulations among those areas. No single customer accounted for more than 10% of our consolidated net sales for the years ended December 31, ~~2024~~2025, ~~2023~~2024 or ~~2022~~2023.

In the U.S., beer is generally distributed through a three-tier system consisting of manufacturers, distributors and retailers. A national network of independent distributors and one Company-owned distributor, Coors Distributing Company, purchases our products and distributes them to on- and off-premise retail accounts. Coors Distributing Company distributed approximately 5% of our total owned and non-owned Americas segment net sales for the year ended December 31, ~~2024~~2025. Transportation of our products to distributors in the U.S. is primarily contracted through third-party logistics providers and shipped by truckload. Transportation costs for shipping product throughout our network is performed through contracted freight carriers or, if needed, through the spot bidding freight market. In the Americas, we have taken steps to diversify transportation modes to reduce the impact of truck market volatility including shipping via railcar and intermodal shipping containers.

In Canada, because provincial governments regulate the beer industry and provincial liquor boards control the distribution and retail sale of alcohol products, distribution strategies and transportation of products vary by province. In 2024, Ontario experienced an expansion of the retail sale of alcoholic beverages. Asto ~~of the end of October 2024, every~~ eligible convenience, grocery and big-box grocery ~~store~~stores in ~~Ontario is now able to sell beer, cider, wine and ready-to-drink alcoholic beverages in~~ addition to the previously allowed ~~retail~~ outlets operated by BRI, government-regulated retail outlets operated by the Liquor Control Board of Ontario ("LCBO"), approved agents of the LCBO, certain licensed grocery stores, or any bar, restaurant, or tavern licensed by the LCBO to sell alcohol for on-premise consumption. In Québec, beer is distributed to retail outlets directly by each brewer or through approved independent agents. Retail sales for off-premise consumption are made through grocery and convenience stores, as well as government operated outlets operated by the Société des Alcools du Québec, a government corporation in Québec. BDL manages the distribution of our products throughout British Columbia, Alberta, Manitoba and Saskatchewan.

In Latin America, we use a combination of export models and license agreements to sell Blue Moon, Coors Light, Miller Genuine Draft, Miller High Life, Miller Lite and other brands. In our export model markets, we export beer from the U.S. and sell it through agreements with independent distributors. In license markets, we have established exclusive licensing agreements with brewers and distributors for the manufacturing and distribution of our products. In certain of our markets, we rely on a combination of these agreements.

Table o f Contents

In ~~Latin~~the ~~America,~~European countries in which we ~~use~~operate, beer is generally distributed through either a ~~combination~~two-tier ofsystem ~~export~~consisting ~~models~~of manufacturers and ~~license~~retailers, ~~agreements~~or toa ~~sell~~three-tier ~~Blue~~system ~~Moon,~~consisting ~~Coors~~of ~~Light~~manufacturers, ~~Miller~~distributors ~~Genuine~~and ~~Draft,~~retailers. ~~Miller~~Distribution ~~High~~activities ~~Life,~~for ~~Miller~~both ~~Lite~~the on- and ~~other~~off-premise ~~brands.~~channels Inare ~~our~~conducted ~~export~~primarily ~~model~~by ~~markets,~~third-party welogistics ~~export~~providers. Most of our beer ~~from~~in the U.SK. ~~and~~is ~~sell~~sold itdirectly ~~through~~to ~~agreements with independent distributors~~retailers. InTo ~~license~~facilitate ~~markets~~this, we have ~~established exclusive licensing~~ agreements with ~~brewers~~DHL ~~and~~Supply ~~distributors~~Chain ~~for~~Limited ~~the~~to ~~manufacturing~~provide ~~and~~the distribution of our products throughout the U.K. InWe ~~certain~~utilize several hundred third-party logistics providers across our Central European operations. We also conduct a small amount of secondary distribution in several Central European countries utilizing our ~~markets~~own fleet of vehicles. It is also common in the U.K. for brewers to distribute beer, wine, spirits and other products owned and produced by other companies, which we ~~rely~~refer to as factored brands, to the on-premise achannel. ~~combination~~Approximately 20% of ~~these~~our ~~agreements~~EMEA&APAC segment net sales in 2025 represented factored brands.

In the European countries in which we operate, beer is generally distributed through either a two-tier system consisting of manufacturers and retailers, or a three-tier system consisting of manufacturers, distributors and retailers. Distribution activities for both the on- and off-premise channels are conducted primarily by third-party logistics providers. Most of our beer in the U.K. is sold directly to retailers. We have agreements with DHL Supply Chain Limited to provide the distribution of our products throughout the U.K. We utilize several hundred third-party logistics providers across our Central European operations. We also conduct a small amount of secondary distribution in several Central European countries utilizing our own fleet of vehicles. It is also common in the U.K. for brewers to distribute beer, wine, spirits and other products owned and produced by other companies, which we refer to as factored brands, to the on-premise channel. Approximately 18% of our EMEA&APAC segment net sales in 2024 represented factored brands.

In addition, we have an agreement with Heineken whereby they sell, market and distribute Coors, Carling, Madrí Excepcional and other brands in the Republic of Ireland, as well as agreements with ABI to brew and distribute Beck's, Stella Artois and Lowenbrau, and to distribute Hoegaarden, Leffe and Corona in Central Europe.

Our operations in Africa, the Middle East and Asia Pacific include markets such as Australia, South Africa and South Korea, with the sale and distribution completed under local license agreements, through the export of our brands from our sites or contract manufacturing with sale through local distributors.

Channels

References to on- and off-premise sales volumes are sales to retailers, which we believe is a useful data point relative to consumer trends. The on-premise channel includes sales to bars, pubs and restaurants while the off-premise channel includes sales to convenience stores, grocery stores, liquor stores and other retail outlets. Industry channel trends vary by segment. On-premise volume as a percentage of total volume was approximately 16% in the U.S. and Canada and approximately 60% in the U.K., the largest region in our EMEA&APAC segment.

With the onset of the coronavirus pandemic during the year ended December 31, 2020, we experienced a significant adverse impact on the operating results of our Company resulting from the closure of the on-premise channel and increased restrictions which effectively shut down the on-premise channel for various portions of time across the geographies in which we operate. We began to see a progressive return to the on-premise channel at varying degrees across geographies throughout the years ended December 31, 2021, and 2022. By the year ended December 31, 2023, and continuing into the year ended December 31, 2024, we observed a more normalized level of on-premise volume as a percentage of total volume, returning to approximately 16% on-premise in the U.S. and Canada and above 60% on-premise in the U.K., the largest region in our EMEA&APAC segment, largely consistent with pre-pandemic distribution patterns.

Brewing Raw Materials

We use high -quality ingredients to brew our products, including hops, ~~water~~barley and ~~barley~~water, among others.

Hops used to brew our products are purchased under various contracts from suppliers in the U.S. and Europe primarily sourced from Germany, the U.K., Czech Republic and Slovenia. These contracts vary in length based on market conditions.

InHops ~~the~~used ~~Americas segment, we malt a majority of our production requirements~~ in our ~~Golden,~~brewing ~~Colorado~~process ~~facility,~~are ~~using barley~~ purchased ~~primarily~~ under ~~annual~~various contracts ~~with~~from ~~independent~~suppliers ~~farmers located predominately~~ in the ~~western~~ U.S. and ~~Canadian Prairies~~Europe. In ~~addition~~Europe, tohops ~~meet~~are ~~our~~primarily ~~full~~sourced ~~requirements, we source barley malt~~ from ~~other commercial providers~~Germany, ~~from which we have a committed supply through 2025. Other brewing adjuncts and other malt and cereal grains are purchased primarily from suppliers in~~ the U.SK. ~~and Canada. In addition~~, weCzech ~~both~~Republic ~~own~~ and ~~lease~~Slovenia. ~~water~~The ~~rights,~~contracts aswith ~~well~~our assuppliers ~~purchase~~vary ~~water~~in ~~through~~length ~~local~~based ~~municipalities~~on ~~and~~market ~~communities,~~conditions tobut ~~provide~~are ~~for~~typically ~~and~~multi-year ~~sustain our brewing operations in the U~~agreements.~~S. and Canada.~~

In EMEA&APAC, our malt requirements are sourced from third-party suppliers, with the majority of our brewing materials provided by suppliers based in Europe. We have multiple agreements with various suppliers that cover almost all of our total required malt, with terms through 2027. Adjuncts are purchased under various contracts with local producers, which are typically crop year contracts commencing in October of each year. In EMEA&APAC, water used in the brewing process is sourced through water rights for water wells, river water use or supply contracts with water suppliers. Barley

In ~~addition~~the Americas segment, we ~~continue~~malt tothis ~~make~~barley ~~investments~~for toa ~~improve~~majority of our production requirements at our Golden, Colorado facility. Barley is purchased primarily under annual contracts with independent farmers located predominately in the ~~sustainability~~western U.S. and ~~resources~~Canadian ofPrairies. ~~our~~To ~~agricultural~~meet ~~supply~~full ~~chain~~requirements, ~~including~~we ~~the~~also ~~development~~source ofmalted ~~our~~barley ~~initiative~~from toother ~~advance~~commercial ~~sustainable~~providers, ~~farming~~with ~~practices~~committed bysupply ~~our~~through ~~suppliers~~2026. WeIn doEMEA&APAC, ~~not~~our ~~currently~~malted ~~anticipate~~barley ~~future~~requirements ~~difficulties~~are insourced ~~accessing~~from ~~water~~third-party orsuppliers ~~agricultural~~who ~~products~~are ~~used~~primarily based in Europe. We have multiple agreements with various suppliers that cover nearly all of our ~~brewing~~malted ~~process~~barley inneeds, ~~the~~with ~~near~~terms ~~term~~through 2030.

Water

We both own and lease water rights as well as purchase water through local municipalities and communities to sustain our brewing operations in the U.S. and Canada. In EMEA&APAC, water used in the brewing process is sourced through water rights for water wells, river water use or supply contracts with water suppliers.

Other

In the Americas, other brewing adjuncts and other malt and cereal grains are purchased primarily from suppliers in the U.S. and Canada. In EMEA&APAC, adjuncts are purchased under crop-year contracts typically commencing in October each year from local producers.

In addition, we continue to make investments to improve the sustainability and resources of our agricultural supply chain, including the development of our initiative to advance sustainable farming practices by our suppliers. We do not currently anticipate significant future difficulties in accessing water or agricultural products used in our brewing process in the near term.

Table o f Contents

Packaging Materials

Our primary packaging materials include aluminum, glass bottles, reusable kegs and casks and recyclable plastic containers.

In the Americas segment, a portion of ~~the~~our aluminum cans and ends are purchased from Rocky Mountain Metal Container ("RMMC"), our joint venture with Ball Corporation, whose production facilities, which are leased from us, are located near our brewery in Golden, Colorado. We have supply agreements with Ball Corporation and other vendors to purchase aluminum containers and ends in addition to what is supplied from RMMC.

In the Americas segment, a portion of ~~the~~our glass bottles are purchased from Rocky Mountain Bottle Company ("RMBC"), our joint venture with Owens-Brockway Glass Container, Inc., whose production facilities, which are leased from us, are located in Wheat Ridge, Colorado. We have supply agreements with Owens-Brockway Glass Container, Inc., and other vendors for requirements in excess of RMBC's production.

In the EMEA&APAC ~~segments~~segment, we manage packaging needs through diversified contracts, which have provided a reliable supply of aluminum cans, glass bottles, and kegs. ~~Flexible~~Our keg ~~sourcing~~supply ~~adapts~~arrangements allow us to ~~annual~~respond ~~changes,~~to ~~enhancing~~changing demand which provides supply security without locking us into long-term commitments.

Many of our ~~ingredients,~~ raw materials and commodities for both brewing and packaging are purchased in the open market. The prices we pay for such items are subject to fluctuation, and we manage this risk through the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, including commodity swaps and options. In addition, risk to our supply of certain raw materials is mitigated through purchases from multiple geographies and suppliers. When prices increase for materials, we may or may not be able to pass on such increases to our customers.

Sustainability

Through our overall business strategy and our sustainability strategy, referred to as "Our Imprint," we ~~have~~ established goals and supporting initiatives ~~for Putting People First and Preserving Our Planet~~ in an attempt to ensure we are good stewards of the assets and resources most important to our business. More information about our strategy and progress can be found in Our Imprint Report, available at www.molsoncoors.com/goals-and-reporting. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.

Governance

Our Board of Directors ("Board") is responsible for overseeing and monitoring Our Imprint Strategy, with specific areas of oversight delegated to the committees of the Board. The Board receives regular reports and recommendations from management and the Board committees to help guide our strategy, from goals related to water, packaging and climate change, to initiatives focused on building a strong culture and engagement within our people, our workplace and our marketplace. At the management level, our executive leadership team, chaired by the Chief Executive Officer, is responsible for the oversight and the evolution of Our Imprint Strategy. Our Vice President of Sustainability &and ~~EHS~~Environment, Health and Safety works closely with the executive leadership team on strategy development, initiative implementation and progress for our environmental sustainability focus areas.

Our ~~executive~~Chief ~~leadership~~People ~~team~~ and ~~the~~Culture ~~chief~~Officers ~~people and culture officers for the Americas and EMEA&APAC segments~~ are tasked with managing all employment-related matters including recruitment, retention, leadership and development, compensation and benefits planning, succession planning, performance management, and culture and engagement for each of our respective business segments. The Compensation and Human Resource Committee ~~("CHR Committee")~~ of the Board is responsible for establishing and reviewing the overall compensation philosophy of our Company and providing oversight on certain human capital matters and initiatives, including those related to our talent retention and development, leadership development, talent pipeline, programs and systems for performance management, health and safety and our culture and engagement.

Putting People First

We believe that ~~people are the heart of~~ our ~~Company~~success ~~and~~is ~~strive~~intrinsically tolinked ~~create a culture where people are encouraged~~ to ~~and~~the ~~feel~~wellbeing ~~comfortable~~of toour ~~bring~~employees ~~their unique perspectives~~ and ~~experiences~~the tocommunities ~~drive~~we ~~our business forward~~serve. AsOur agoal ~~global~~is ~~company,~~to webuild ~~believe~~and wesustain ~~have~~ a ~~responsibility~~skilled toand ~~nurture~~highly aengaged workforce that ~~reflects~~unites around our ~~marketplace~~shared values, ~~which~~improves weour ~~believe~~workplace ~~makes~~and usreflects athe ~~better~~marketplaces ~~employer, partner~~ and ~~company~~consumers ofwho ~~choice~~enjoy ~~for~~ our ~~consumers and customers~~products.

Table o f Contents

We have a global and varied workforce, with major employee centers in the U.S., Canada, the U.K. and Romania. As of December 31, ~~2024~~2025, we employed approximately 16,~~800~~200 employees within our business globally with approximately 109,~~300~~900 employees within our Americas segment and approximately 6,~~500~~300 employees within our EMEA&APAC segment. Approximately 700 of our employees are in our Global Business Services Centers based in Milwaukee, Wisconsin and Bucharest, Romania. As of December 31, ~~2024~~2025, approximately 2827% and 2425% of our Americas segment and EMEA&APAC segment workforces, respectively, are represented by trade unions or councils, which are subject to collective bargaining agreements that come due for renegotiation from time to time.

We believe fostering a strong culture with a highly engaged workforce is critical to how we operate, from how we work together to how we grow as a company. Related action plans for the Americas and EMEA&APAC segments are expected to be delivered through three key pillars: People, Workplace and Marketplace.

To be the first choice for our employees, we deploy programs, policies and initiatives to foster a ~~culture~~supportive ofwork ~~engagement~~environment ~~where~~that ~~employees~~enables ~~have~~business ~~the~~success ~~opportunity~~and toempowers ~~learn~~our ~~and~~team ~~grow,~~members ~~developing~~to thrive, both professionally and personally. Our ~~2024~~2025 initiatives and progress included:

•Business Resource Groups - In both the Americas and EMEA&APAC, we promoted and supported our self-governed employee Business Resource Groups ("BRGs") in their work to connect, engage, and develop their members while achieving business and strategic objectives. Our BRGs ~~are~~fuel ~~supportive~~our tobusiness ~~their~~strategy ~~members~~by ~~and~~enhancing ~~allies~~our ~~and~~culture, ~~are~~supporting ~~acknowledged~~our ~~internally~~talent attraction and ~~externally~~professional ~~for~~development ~~building~~strategies anand ~~inclusive~~providing ~~workplace,~~unique ~~supporting~~perspectives ~~business~~to ~~growth~~drive ~~and~~consumer-based ~~member~~insights ~~development~~while ~~and~~supporting ~~enriching~~ the communities inwhere ~~which~~ we dolive ~~business~~and work.

•Employee ~~Wellbeing~~Wellness - Our holistic wellness initiatives include fitness challenges, employee assistance programs and nutrition guidance. We ~~strive~~offer flexible work arrangements and encourage work-life harmony to besupport aoverall ~~provider~~employee ofwellbeing. ~~meaningful~~We ~~experiences~~implemented comprehensive programs that include on-site health and afitness ~~safe~~centers, mental health resources, financial planning workshops and ~~healthy~~more ~~workplace~~to ~~for~~ensure ~~all~~our employees have the support they need to lead balanced, fulfilling lives.

•~~Wellness~~Financial Wellbeing - We ~~promote~~offer ~~healthy~~affordable ~~lifestyles~~and ~~across~~comprehensive ~~our~~benefits, ~~global~~which ~~enterprise~~we byroutinely ~~offering~~benchmark ~~health~~to ~~and~~try ~~insurance~~to ~~benefits~~ensure ~~and~~they ~~wellness~~are competitive, inclusive, aligned with our company culture and ~~work/life~~local ~~balance~~practices, ~~programs~~and ~~that~~allow ~~are~~our ~~tailored~~employees to ~~employees'~~meet their individual needs and ~~culture~~the byneeds ~~work~~of ~~location~~their families. InOur ~~the~~Total ~~Americas,~~Rewards ~~employees~~program ~~can~~in ~~participate~~general inprovides ~~our~~a ~~wellness~~competitive ~~programs~~base ~~that~~salary, ~~incentivize~~incentive ~~healthy~~plans, ~~habits~~health and ~~lifestyles.~~insurance ~~These~~benefits, ~~resources~~a ~~include~~deferred ~~connections~~compensation tooption ~~virtual~~in ~~healthcare~~certain regions with a potential employer match, ~~remote~~paid ~~fitness~~time ~~and~~off ~~wellness~~plans, ~~support~~enhanced parental leave policies in many locations, an engaging Wellness Program and aan ~~free~~Employee ~~employee~~Assistance ~~assistance~~Program. ~~program~~Our ~~for~~business ~~coping~~units comply with ~~stress~~applicable parental leave laws and ~~anxiety.~~in Inmany ~~the~~cases ~~EMEA&APAC~~go ~~regions,~~further weto ~~drive~~provide flexible work schedules and extended leave for new parents. We believe our ~~employee~~compensation ~~wellbeing~~and ~~culture~~incentive ~~through~~programs amotivate ~~team~~us ~~made~~to upignite ofgrowth ~~regional~~and ~~representatives~~help ~~who~~to ~~coordinate~~hold ~~activities~~ourselves ~~focused~~accountable onfor ~~the~~living ~~topics~~out ~~based~~our onvalues ~~employee~~to ~~feedback~~achieve our short- and long-term goals. InWe ~~2024,~~also ~~these~~provide ~~activities~~a ~~included~~variety ~~certain~~of ~~wellness~~financial ~~programs,~~wellbeing asresources ~~well~~to assupport ~~flexible~~employees ~~work~~along ~~hours,~~their ~~wellness~~financial ~~webinars~~journey. ~~and~~This ~~challenges~~can range from retirement planning, tosaving ~~further~~for ~~emphasize~~large ~~our~~purchases ~~wellbeing~~or ~~culture.~~simply gaining insights for better budgeting.

•Health & Safety - We also promote safe and healthy behaviors at work and home. Our commitment to Health & Safety is focused on preventing workplace incidents and building a strong behavior-based safety culture across our entire workforce through training, our World Class Supply Chain operating system, our values-based leadership development approach and ~~safety~~readily-available ~~moments~~resources, atincluding ~~the~~standards, ~~start~~safety ofmoments ~~many~~and ~~meetings~~systems ~~in both our manufacturing facilities~~ and ~~office environments~~tools.

•~~Compensation~~Talent ~~and~~Development ~~Benefits~~ - WeOur ~~offer~~aim ~~affordable~~is ~~and~~to ~~comprehensive~~help ~~benefits,~~employees ~~which~~unlock wetheir ~~routinely~~full ~~benchmark~~potential toso ~~try to ensure~~ they ~~are~~can ~~competitive,~~thrive ~~inclusive,~~in ~~aligned~~their ~~with~~current ~~our~~job ~~company culture~~ and ~~local~~realize ~~practices~~new, ~~and~~potential ~~allow~~growth ~~our~~opportunities. ~~employees~~At toMolson ~~meet~~Coors, ~~their~~First ~~individual~~Choice ~~needs~~Learning ~~and~~serves as the ~~needs~~global ofhome ~~their~~for ~~families.~~development ~~Our~~resources ~~Total~~to ~~Rewards~~support ~~program~~the inunique ~~general~~needs ~~provides~~of aour ~~competitive~~employees ~~base~~around ~~salary,~~the ~~incentive~~world. ~~plans,~~First ~~health~~Choice ~~and~~Learning ~~insurance~~invests ~~benefits,~~in aour ~~deferred~~people ~~compensation~~through ~~option~~ in-person ~~certain~~and ~~regions~~online ~~with~~training aprograms, ~~potential~~and ~~employer~~experiential ~~match,~~training ~~paid~~opportunities ~~time~~to ~~off~~support ~~plans,~~employee ~~enhanced~~health ~~parental~~and ~~leave~~safety, ~~policies~~assist in ~~many~~building ~~locations~~core competencies, anshare ~~engaging~~best ~~Wellness~~practices ~~Program~~ and andevelop ~~Employee~~leadership ~~Assistance Program~~capabilities. ~~Our~~In ~~business~~2025, ~~units~~we ~~comply~~continued ~~with~~to ~~applicable~~invest ~~parental leave laws and~~ in ~~many~~leadership ~~cases~~development goprograms, ~~further~~which toare ~~provide~~based ~~flexible~~on ~~work~~the ~~schedules~~principles ~~and~~of ~~extended~~authenticity ~~leave for new parents. We believe our compensation~~ and ~~incentive~~developing ~~programs~~self-aware ~~motivate~~leaders uswho tocreate ~~ignite~~conditions ~~growth~~for ~~and~~their ~~help~~teams to ~~hold~~thrive. ~~ourselves~~These ~~accountable~~programs ~~for~~include ~~living~~a ~~out~~blend ~~our~~of ~~values~~classroom totraining, ~~achieve~~coaching ~~our~~and ~~short-~~mentoring and ~~long-term~~experiential ~~goals~~action learning projects.

•~~Talent~~Employee ~~Development~~Engagement - ~~Our~~We ~~aim~~believe isthat toengaging ~~help~~our employees ~~unlock~~through ~~their~~surveys ~~full~~during ~~potential~~the soonboarding ~~they~~process ~~can~~and ~~thrive~~throughout inthe ~~their~~employee ~~current~~journey ~~job~~provides ~~and~~us ~~realize~~with ~~new,~~valuable ~~potential~~insight ~~growth~~into ~~opportunities.~~how Atwe ~~Molson~~can ~~Coors,~~develop ~~First~~our ~~Choice~~company ~~Learning~~culture ~~serves~~to ashelp ~~the~~ensure ~~global~~that ~~home~~our ~~for~~people ~~development~~feel ~~resources~~supported toand ~~support~~are ~~the~~able ~~unique~~to ~~needs~~thrive ofat our ~~employees around the world~~company. ~~First~~We ~~Choice~~gauge ~~Learning invests in~~ our ~~people~~employees’ sentiments through ~~in-person~~Employee ~~and~~Experience ~~online~~surveys ~~training~~generally ~~programs,~~three ~~and~~times ~~experiential~~a ~~training~~year ~~opportunities~~in tothe ~~support~~Americas ~~employee health~~ and ~~safety,~~yearly ~~assist~~ in ~~building~~EMEA&APAC. ~~core~~In ~~competencies~~addition, ~~share~~our ~~best~~Chief ~~practices~~Executive ~~and~~Officer ~~develop~~regularly ~~leadership~~hosts ~~capabilities.~~question Inand ~~2024,~~answer wesessions ~~continued~~available to ~~invest~~all inemployees. ~~targeted~~We ~~development~~believe ~~programs,~~these ~~including~~sessions ~~one~~also ~~aimed~~help tocreate ~~accelerate~~a ~~the~~company ~~readiness~~culture ofwhere ~~high~~open, ~~potential~~honest ~~employees~~dialogue tois ~~move~~supported ~~into~~and ~~roles~~encouraged, ~~of greater scope~~ and ~~complexity.~~where ~~These~~people ~~programs~~are ~~include~~empowered ato ~~blend~~raise ofquestions ~~classroom~~and ~~training,~~concerns ~~coaching~~about ~~and~~our ~~mentoring~~business and ~~experiential~~our ~~action learning projects~~culture.

Table o f Contents

•Employee Engagement - We believe that engaging our employees through surveys during the onboarding process and throughout the employee journey provides us with valuable insight into how we can develop our company culture to help ensure that our people feel supported and are able to thrive at our company. We gauge our employees’ sentiments through Employee Experience surveys three times a year in the Americas and yearly in EMEA&APAC. In addition, our Chief Executive Officer regularly hosts question and answer sessions available to all employees. We believe these sessions also help create a company culture where open, honest dialogue is supported and encouraged, and where people are empowered to raise questions and concerns about our business and our culture.

Preserving the Planet

We have a long legacy of commitment to environmental sustainability, dating back to Bill Coors’ pioneering efforts to bring the two-piece aluminum can to market in the late 1950s and implementation of some of the first recycling programs in the U.S. In 2017, we launched Our Imprint goals for climate and water and, in 2019, incorporated our ambition to make our packaging more sustainable. As further detailed in the annual Our Imprint Report, we have several key sustainability focus areas:

•Greenhouse Gas ("GHG") Emissions – ~~Against~~Through ~~our~~the ~~2016~~end ~~baseline~~of 2025, we continued to work towards our goal is to reduce Scope 1 &and Scope 2 GHG emissions by 50% byagainst our baseline set in 2016. By the end of ~~2025~~2030, our goal is to reduce Scope 1 and ~~65%~~Scope by2 ~~the~~GHG ~~end~~emissions ofagainst ~~2030~~our 2016 baseline by 65% along with a 40% reduction in Scope 3 emissions. byBy ~~the~~at ~~end~~least of2050, ~~2030~~we ~~and~~plan to achieve net zero emissions (Scope 1, 2 &and 3) ~~by at least 2050~~. We continue to implement energy and water efficiency improvements across our facilities, including the completion of a multi-year renovation project of our Golden, Colorado brewery, aand renewables ~~contract~~contracts or power purchase agreements for our Fort Worth, Texas brewery, ~~and~~southeast aWisconsin ~~wind-power~~facilities ~~based~~and ~~power~~our ~~purchase agreement in the~~ U.K. operations.

•Watershed Stewardship – In recognition of our important role in our local watersheds, wethrough ~~targeted~~the anend ~~overall~~of ~~22%~~2025, ~~improvement~~we bycontinued ~~the~~to ~~end~~work oftowards ~~2025~~our ~~(versus~~goal ~~2016~~to ~~baseline)~~improve inour ~~the~~ water-to-product ratio by 22% of our breweries producing more than 150,000 hectoliters annually against our baseline set in 2016. We collaborate with key partners on watershed management programs to improve the health of the Trinity River Basin watershed in Texas (home of our Fort Worth brewery) and the Upper South Platte River watershed in Colorado (home of our Golden brewery).

•Packaging – We aim to use widely recyclable packaging materials such as aluminum cans, glass bottles and fiberboard cartons, and we are working to eliminate polyethylene terephthalate ("PET") bottles and single-use plastic rings for our beer brands in the U.S., Canada and the U.K. ~~while~~Through the end of 2025, we continued to work on ensuring PET bottles of our Central &and Eastern European operations within the EU contained at least 25% of recycled content. We are on pace to ensuring the PET bottles inof ~~those~~our ~~markets~~Central ~~contain~~and atEastern ~~least~~European ~~25%~~operations ~~recycled~~within ~~content by~~ the ~~end~~EU ofcontain ~~2025~~at ~~and~~least 30% recycled content by the end of 2030.

•Agricultural Practices – We work closely with our barley farmers in the U.S. and Canada to test and learn ~~with~~the different growing practices across multiple regions and collect a broad range of data including water consumption. ~~Against~~Through ~~our 2016 baseline, by~~ the end of 2025, ~~our~~we ~~goal~~continued is to ~~produce~~work towards producing the annual barley crop with 10% less water per ton yielded against our 2016 baseline.

See the annual Our Imprint Report for additional information, including progress against these goals and objectives. As discussed further under Item 1A. Risk Factors, our progress towards these goals and objectives may be influenced and impacted by, among other things, various stakeholders and developments beyond our control.

Environmental Compliance Matters

Our operations are subject to a variety of extensive and changing federal, state and local environmental laws, regulations and ordinances that govern activities or operations that may have an impact on human health or the environment. Such laws, regulations or ordinances may impose liability for the cost of remediation, and for certain damages resulting from sites of past releases of hazardous materials. Our policy is to comply with all such legal requirements. While we cannot predict our eventual aggregate cost for the environmental and related matters in which we may be or are currently involved, we believe that any payments, if required, for these matters would be made over a period of time in amounts that would not be material in any one year to our operating results, cash flows, or our financial or competitive position. We believe adequate reserves have been provided for losses that are probable and estimable. However, there can be no assurance that environmental laws will not become more stringent in the future or that we will not incur material costs in the future in order to comply with such laws. See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" under the caption "Environmental" for additional information regarding environmental matters.

Global Intellectual Property

We own trademarks on the majority of the brands we produce and have licenses for the remainder. We also hold several patent and design registrations with expiration dates through 2045 relating to brewing methods, beer dispensing systems, packaging and certain other innovations. We are not reliant on patent royalties for our financial success. Therefore, these expirations are not expected to have a significant impact on our business.

Table o f Contents

Global Intellectual Property

We own trademarks on the majority of the brands we produce and have licenses for the remainder. We also hold several patent and design registrations with expiration dates through 2043 relating to brewing methods, beer dispensing systems, packaging and certain other innovations. We are not reliant on patent royalties for our financial success. Therefore, these expirations are not expected to have a significant impact on our business.

Available Information

We file with, or furnish to, the SEC, reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available free of charge via EDGAR through the SEC website (www.sec.gov) and are also available free of charge on our corporate website (www.molsoncoors.com) as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The foregoing website addresses are provided as inactive textual references only. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.

Information About Our Executive Officers

The following table sets forth certain information regarding our executive officers as of February 18, ~~2025~~2026:

Name

Age

Position

Gavin D.K. Hattersley

President and Chief Executive Officer

Rahul Goyal

President and Chief Executive Officer

Tracey I. Joubert

5859

Chief Financial Officer

Natalie Maciolek

4647

Chief Legal, &Communications and Government Affairs Officer ~~and Secretary~~

Michelle E. St. Jacques

Chief Commercial Officer

Darrin Vohs

Chief Information Officer

Philip M. Whitehead

4748

President and Chief Executive Officer, ~~Molson Coors~~ EMEA&APAC

ITEM 1A. RISK FACTORS

Investing in our Company involves risk. Investors should carefully consider the following risk factors and the other information contained within this report. The risks set forth below are those that management believes are most likely to have a material adverse effect on us. Investors are encouraged to read each risk factor as related and interconnected to the other risk factors set forth in this section. However, the risks set forth below are not a comprehensive description of the risks facing our Company. We may also be subject to other risks or uncertainties not presently known to us or that we currently deem to be immaterial but may materially adversely affect our business, financial condition or results of operations in future periods. Investors should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. If the following risks or uncertainties, individually or in combination, actually occur, they may have a material adverse effect on our business, financial conditions, results of operations or prospects. See also "Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995."

Risks Related to our Company and Operations

~~Deterioration~~The ofglobal ~~general~~beer ~~economic,~~industry ~~political, credit~~ and~~/or~~ ~~capital market conditions, including those caused by~~ the ~~ongoing~~broader ~~Russia-Ukraine~~alcohol ~~conflict,~~industry ~~Middle~~are ~~East~~constantly ~~conflict~~evolving orand ~~other~~our ~~geopolitical~~position ~~tensions,~~within ~~could~~these ~~adversely~~industries ~~affect~~and ~~our~~the ~~financial~~success ~~performance,~~of our ~~ability~~products toin ~~grow or sustain~~ our ~~business,~~markets ~~financial~~may ~~condition~~fundamentally ~~and~~change. ~~results~~If ofwe ~~operations,~~do ~~and~~not ~~our~~successfully ~~ability~~transform toalong ~~access~~with the ~~capital~~evolving ~~markets. We~~industries, ~~operate~~market ~~around~~dynamics ~~the world~~ and ~~global~~consumer ~~economic~~preferences, ~~and political conditions affect~~ our business and ~~the~~financial ~~businesses~~results ofcould ~~our~~be ~~customers,~~materially ~~suppliers~~adversely ~~and consumers~~affected. The ~~Because~~brewing ~~our~~industry ~~product~~has ~~sales~~significantly ~~rely~~evolved onover ~~discretionary~~the ~~spending~~years bybecoming ~~consumers,~~an ~~recessions,~~increasingly ~~economic~~consolidated ~~downturns,~~global ~~price~~beer ~~instability,~~market. ~~inflation,~~For ~~tariffs~~many years, ~~slowing~~the ~~economic~~industry ~~growth,~~operated ~~social~~primarily ~~and~~on ~~political~~local ~~instability,~~presence ~~violent~~with ~~crime,~~modest ~~war,~~international ~~terrorism~~expansion ~~and~~achieved ~~related~~through ~~matters~~export, inlicense ~~the~~and ~~markets~~partnership ~~where~~arrangements. weIn ~~compete~~contrast, ~~could~~it ~~negatively~~has ~~affect~~now ~~our~~become ~~revenues~~increasingly complex and ~~financial~~competitive ~~performance,~~as ~~and~~the ~~adversely~~consolidation ~~impact~~of ~~our~~brewers ~~ability~~has toresulted ~~grow~~in orfewer ~~sustain~~major ~~our~~market ~~business~~participants. ~~Geopolitical~~As ~~tensions~~a ~~and~~result, ~~political~~the ~~conflicts~~markets ~~could~~in ~~adversely~~which ~~impact~~we ~~our employees~~operate, ~~financial~~particularly ~~performance~~the ~~and~~more ~~global~~mature ~~operations~~markets, ~~including~~like ~~by,~~the ~~among other things~~U.S., ~~jeopardizing~~Canada and the ~~safety~~U.K., ofmay ~~our~~evolve ~~employees~~at ~~and~~a ~~facilities,~~disadvantage ~~disrupting~~to our ~~and~~current ~~our partners’ operations and causing~~ market ~~volatility,~~position. ~~which~~Ongoing ~~could~~evolution ~~adversely~~in ~~impact~~certain ~~consumer~~of ~~demand and~~ our ~~sales.~~beer ~~For example~~markets, ~~current~~together ~~macroeconomic~~with ~~and~~emerging ~~political~~changes ~~instability~~in ~~caused~~consumer ~~by the Russia-Ukraine conflict~~preferences, ~~Middle~~have ~~East~~resulted ~~conflict,~~in ~~global~~a ~~supply~~significant ~~chain~~increase ~~disruptions~~in ~~and~~market ~~inflation~~entrants, ~~have~~new ~~adversely impacted~~ and ~~could~~innovative ~~continue~~products, toconsumer ~~adversely~~choices ~~impact our business~~ and ~~financial~~market ~~results~~competition.

Our Coors Light and Miller Lite brands in the Americas represented approximately 55% of segment net sales in 2025 while, Carling, Staropramen, Coors, Madrí Excepcional, Ožujsko, and Bergenbier brands in EMEA&APAC represented approximately 45% of segment net sales in 2025, with several of our other brands representing a significant share of their respective markets. Therefore, continued volatility in these markets could disproportionately impact the performance of these brands. Consequently, any material shift in consumer preferences away from these brands, or from the categories in which they compete, could have a material adverse effect on our business and financial results.

Table o f Contents

~~Specifically~~Furthermore, the ~~ongoing~~broader ~~Russia-Ukraine~~alcohol ~~conflict~~industry ~~has~~is ~~adversely~~also ~~affected~~experiencing ~~the~~a ~~global~~shift ~~economy,~~in ~~and~~consumer ~~the~~drinking ~~geopolitical~~preferences ~~tensions~~ and ~~conflicts~~behaviors itdue ~~has generated~~to, ~~and~~among ~~could~~others, ~~continue~~downturns toin ~~generate,~~economic ~~negatively~~conditions ~~impact~~or ~~our~~perceived ~~business~~value, ~~operations~~changing demographics and ~~financial~~taste ~~results.~~preferences, Itsuch ~~has~~as ~~resulted~~the expansion in ~~heightened~~above ~~economic~~premium ~~sanctions~~products, ~~from~~specifically ~~the~~flavored ~~international~~malt ~~community~~beverages, ~~including~~RTDs, ~~the~~spirit-based ~~U.S.~~beverages, ~~the~~cider ~~U.K.~~ and ~~the~~other ~~European~~similar ~~Union.~~beverages, Asas awell ~~result~~as ofa ~~the~~shift ~~Russia~~toward non-~~Ukraine~~alcoholic ~~conflict~~beverages, inhealth ~~2022~~and wewellness ~~suspended~~trends ~~all~~(including ~~exports~~the use of ~~all~~glucagon-like ~~our~~peptide ~~brands~~(GLP-1) toagonists), ~~Russia~~as ~~and~~well ~~subsequently~~as ~~terminated~~changes ~~the~~in ~~license~~consumers' toperception ~~produce any~~ of our brands inand ~~Russia.~~the ~~Even~~brands ~~though~~of our ~~sales~~competitors. inIf ~~Russia~~we ~~have~~are ~~historically~~unsuccessful ~~been~~in ~~limited~~evolving with, and wenavigating ~~have no physical assets in Russia~~through, ~~the~~these ~~widespread~~changes ~~impact~~to of the ~~Russia-Ukraine~~markets ~~conflict, particularly~~ in ~~Eastern~~which ~~Europe~~we operate, ~~has~~there ~~had and~~ could ~~continue~~be ~~to have~~ a material adverse ~~impact~~effect on our business, and financial ~~condition,~~ results ~~of operations, supply chain, intellectual property, partners, customers or employees~~. ~~Nevertheless,~~If ~~further~~our ~~escalation~~competitors ofare ~~geopolitical~~able ~~tensions,~~to ~~including~~respond ~~increased~~more ~~trade~~quickly ~~barriers~~to orthe ~~restrictions~~evolving ontrends ~~global~~within ~~trade,~~beverage ~~could result in~~categories, among other things, broader impacts that expand into other markets, economic recessions, inflationary pressures, cyberattacks, energy supply availability shortages, supply chain and logistics cost increases or ~~disruptions,~~if ~~lower~~our ~~consumer~~new ~~demand~~products ~~and volatility~~ in ~~foreign~~these ~~exchange~~categories ~~rates,~~are ~~interest~~not ~~rates and financial markets~~successful, ~~any of which may adversely affect~~ our business and ~~supply~~financial ~~chain.~~results Inmay ~~addition,~~be ~~the~~adversely ~~effects of the ongoing Russia-Ukraine conflict could amplify or affect many of our other risks described elsewhere in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K~~impacted.

InOur ~~addition,~~restructuring ~~the~~activities ~~capital~~may not be successful and ~~credit~~the ~~markets~~estimated ~~provide~~costs usassociated with ~~liquidity~~such toactivities ~~operate~~may ~~and~~be ~~grow~~more ~~our~~than ~~business~~expected, ~~beyond~~and ~~the~~our ~~liquidity~~restructuring ~~that~~activities ~~operating~~may ~~cash~~adversely ~~flows~~impact ~~provide,~~employee ~~which~~hiring ~~can~~and ~~vary~~retention. On ~~from~~October ~~period~~20, to2025, ~~period.~~we Aannounced ~~global~~a orcorporate ~~regional~~restructuring ~~economic~~plan, ~~downturn~~the orAmericas ~~disruption~~Restructuring ofPlan, ~~the~~designed ~~credit~~to ~~markets~~create ~~could~~a ~~increase~~leaner, ~~our~~more ~~future~~agile ~~borrowing~~Americas ~~costs~~organization ~~and~~while ~~impair~~advancing our ability to ~~access~~reinvest ~~capital~~in our business and ~~credit~~position ~~markets~~us for ~~our~~future ~~operations~~growth. orThe torestructuring ~~execute~~involved ~~our~~the ~~strategic~~elimination ~~plan.~~of Ifsalaried positions across our ~~access~~Americas tosegment ~~capital~~during onthe ~~terms~~fourth ~~commercially~~quarter ~~acceptable~~of to2025. usThe ~~were~~implementation toof ~~become~~this ~~significantly~~plan ~~constrained~~may be disruptive to our operations, orresult ifin ~~costs~~higher ofthan ~~capital~~anticipated ~~increased~~restructuring ~~significantly~~charges, ~~then~~including ~~our~~severance ~~financial~~and ~~condition~~related costs, and otherwise adversely affect our results of operations and ~~cash~~financial ~~flows~~condition, ~~could~~and bemay ~~adversely~~not ~~affected~~generate the expected savings or other benefits intended by management. ~~Further,~~Additional ~~continued~~risks ~~disruption~~associated ~~and~~with ~~declines~~the incontinuing impact of the ~~global~~restructuring ~~economy~~activities ~~have~~include ~~impacted~~employee ~~and~~attrition, ~~could~~the ~~continue~~ability to ~~impact~~hire ~~our~~new ~~customers'~~employees ~~liquidity~~in ~~and~~the ~~capital~~future, ~~resources~~diversion of management attention, ~~which~~and inadverse ~~turn~~effects ~~could~~on ~~impact~~employee morale. In addition, our ability to ~~collect~~complete ~~accounts~~this ~~receivable~~plan ~~from~~and ~~them~~achieve inthe aanticipated ~~timely~~benefits ~~manner~~from ~~and~~it ~~may~~within ~~have~~the aexpected ~~material~~time ~~adverse~~frame, ~~impact~~or onat ~~our performance~~all, ~~cash~~is ~~flows~~subject to management’s estimates and ~~capital~~assumptions ~~resources.~~and ~~Finally,~~may ~~political~~vary ~~shifts~~materially ~~within~~from our ~~core~~expectations, ~~markets~~including ~~and~~as ~~other~~a ~~related~~result ~~geographies,~~of ~~can~~factors ~~lead~~that ~~policymakers~~are tobeyond ~~alter~~our ~~laws~~control. ~~and~~If ~~policies~~we ~~governing~~do ~~foreign~~not ~~trade~~realize ~~and~~the ~~investment~~expected ~~policies~~benefits ~~that~~of ~~could~~this ~~adversely~~plan ~~affect~~on ~~our~~a ~~supply~~timely ~~chain~~basis, ~~business~~or ~~and~~at all, our business, results of operations, and ~~consumers~~financial condition could be adversely affected. Furthermore, asfollowing ~~discussed~~completion ~~further~~of ~~below~~this plan, our business may not be more efficient or effective than prior to the implementation of such plan.

~~The~~Competition ~~global beer industry~~ and ~~the~~other ~~broader~~factors ~~alcohol~~in ~~industry are constantly evolving, and~~ our ~~position~~markets ~~within~~could ~~these~~require ~~industries~~us ~~and~~to ~~the~~adjust ~~success~~prices ofor ~~our~~increase ~~products~~capital inand ~~our~~other ~~markets~~expenditures ~~may~~or ~~fundamentally~~cause ~~change.~~us Ifto welose dosales ~~not~~volume, ~~successfully~~any ~~transform~~of ~~along~~which ~~with~~could ~~the~~have ~~evolving~~a ~~industries,~~material ~~market~~adverse ~~dynamics~~effect ~~and~~on ~~consumer preferences,~~ our business and financial results ~~could be materially adversely affected~~. ~~The~~ In ~~brewing~~many ~~industry~~of ~~has~~our ~~significantly~~markets, ~~evolved~~our ~~over~~primary ~~the~~competitors ~~years~~may ~~becoming~~have angreater ~~increasingly~~financial, ~~consolidated global beer market. For many years~~marketing, ~~the~~production ~~industry~~and ~~operated~~distribution ~~primarily~~resources onthan ~~local~~we ~~presence with modest international expansion achieved through export~~do, ~~license~~ and ~~partnership~~may ~~arrangements.~~be Inmore ~~contrast,~~diverse itin ~~has~~terms ~~now~~of ~~become~~their ~~increasingly~~geographies ~~complex~~ and ~~competitive~~brand asportfolios. ~~the~~We ~~consolidation~~compete ofwith ~~brewers~~other ~~has~~beer ~~resulted~~and inbeverage ~~fewer~~companies ~~major~~not ~~market~~only ~~participants.~~for Asconsumer aacceptance ~~result~~and ofloyalty, ~~the~~but ~~increased~~also ~~global~~for ~~consolidation~~shelf, ofrefrigerator ~~brewers~~ and ~~the~~tap ~~dynamic~~space ofin ~~expanding~~retail ~~new~~establishments ~~segments~~and ~~within~~for ~~the~~marketing ~~industry~~focus ~~with~~by ~~new~~our ~~market~~distributors ~~entrants,~~and ~~including the non-alcohol market~~customers, ~~the~~most ~~markets~~of in which wealso ~~operate,~~distribute ~~particularly~~and ~~the~~sell ~~more~~other ~~mature~~beers ~~markets,~~and ~~may~~beverage ~~evolve~~products. atIf awe ~~disadvantage~~do tonot ~~our~~successfully ~~current~~transform ~~market~~along ~~position.~~with ~~Ongoing~~the ~~evolution~~evolving ~~in certain of our beer markets~~industry, ~~together~~market ~~with~~dynamics ~~emerging~~and ~~changes in~~ consumer preferences, ~~have~~our ~~resulted~~business ~~in a significant increase in market entrants, consumer choices~~ and ~~market~~financial ~~competition,~~results ascould ~~well~~be asmaterially ~~increased~~adversely ~~government scrutiny~~affected. ~~In addition~~Furthermore, ~~local~~our ~~governments~~competitors may ~~intervene,~~respond ~~which~~to ~~may~~industry ~~fundamentally~~and ~~accelerate~~economic ~~transformational~~conditions ~~changes~~and toshifts ~~such~~in ~~markets.~~consumer ~~For~~behaviors ~~example,~~more ~~the~~rapidly ~~beer~~or ~~markets~~effectively inthan ~~the~~we Udo.S. ~~and~~In ~~Canada~~order ~~have~~for ~~long~~us ~~consisted~~to ofremain acompetitive, ~~select~~we ~~number~~will ofneed ~~significant~~to ~~market~~continue ~~participants with government-regulated routes~~ to ~~market.~~quickly Inand ~~Canada,~~correctly ~~changes~~adopt todigital ~~interprovincial trade rules~~technologies, ~~regulations,~~build ~~distribution~~analytical ~~models~~capabilities and ~~packaging~~scale ~~requirements,~~brand ~~such~~expense asinvestment ~~government-owned~~levels, ~~retail~~which ~~outlets~~our ~~and~~competitors ~~industry standard returnable bottles,~~ may be ~~disadvantageous~~able to ~~us.~~achieve Asfaster ~~discussed~~and ~~further~~with ~~below,~~more inresources. ~~the~~In ~~second~~all ~~half~~ of ~~2024,~~ the ~~licensed~~markets ~~sale of beer, wine and ready-to-drink alcoholic beverages~~ in ~~the~~which ~~Province~~we ofoperate, ~~Ontario~~aggressive ~~was~~marketing ~~expanded~~strategies, tosuch ~~all~~as ~~convenience~~reduced ~~stores~~pricing, ~~and~~brand ~~all~~positioning, ~~eligible grocery~~ and ~~big-box~~increased ~~grocery~~capital ~~stores.~~or ~~This~~other ~~ongoing~~investments ~~evolution~~by ofthese ~~the~~competitors ~~Ontario~~could ~~beer market may~~ have a ~~significant~~material ~~impact~~adverse effect on ~~the financial results of~~ our ~~ownership~~business inand ~~Brewers~~financial ~~Retail, Inc~~results.

Our ~~Coors~~profitability ~~Light~~may ~~and~~be ~~Miller~~impacted ~~Lite~~by ~~brands~~prices inthat ~~the~~do ~~Americas,~~not ~~and~~offset ~~Carling,~~the ~~Staropramen,~~inflationary ~~Coors~~pressures, ~~Madrí~~which ~~Excepcional,~~may ~~Ožujsko,~~impact ~~and~~our ~~Bergenbier~~gross ~~brands~~margins. inEven ~~EMEA&APAC~~if ~~represented~~we aare ~~significant~~able ~~share~~to raise the prices of ~~each~~our ~~respective~~products, ~~segment's~~we ~~sales~~may ~~volumes~~not inbe ~~2024,~~able to sustain such price increases and ~~several~~consumers ofmight ~~our~~react ~~other~~negatively ~~brands~~to ~~represent~~such price increases, which could have a ~~significant~~material ~~share~~adverse ofeffect ~~their~~on, ~~respective~~among ~~market.~~other ~~Therefore~~things, ~~continued~~our ~~volatility~~brand, inreputation ~~these~~and ~~markets~~sales. ~~could~~Price ~~disproportionately~~increases ~~impact~~may ~~the~~also ~~performance~~lead ofto ~~these~~a ~~brands.~~decrease ~~Consequently,~~in ~~any~~demand ~~material~~for ~~shift~~our inproducts ~~consumer~~as ~~preferences~~competitors ~~away~~may ~~from~~not ~~these~~adjust ~~brands,~~their prices or ~~from~~consumers ~~the~~may ~~categories~~decide innot ~~which~~to ~~they~~pay ~~compete~~higher prices for our products, which could ~~have~~lead to a ~~material~~decline ~~adverse~~in ~~effect~~sales onvolume and loss of market share. Our projections may not accurately predict the volume impact of price increases, which could adversely affect our business, ~~and~~ financial condition and results. of operations.

In addition, continuing consolidation among major global brewers and between brewers and other beverage companies and convergence of beverage categories may lead to stronger or new competitors, loss of partner brands, negative impacts on our distributor networks, alternate distribution networks and pressures from marketing and pricing tactics by competitors. Further consolidation of distributors in our industry, as well as increasing retail consolidation within the on-premise channel in certain markets in our EMEA&APAC segment, could reduce our ability to promote our brands in the markets in a manner that enhances rather than diminishes our brands' value, as well as reduce our ability to manage our pricing effectively and efficiently. Additionally, due to competition with brewers and other beverage companies, an increase in the purchasing power of our large competitors may cause further pricing pressures which could prevent us from increasing prices to recover higher costs necessary to compete. Such pressures could have a material adverse impact on our business and our financial results and market share. Increased pressures for reduced pricing or difficulties in increasing prices while remaining competitive within our markets, as well as the need for increased capital investment, marketing and other expenditures could result in lower

Table o f Contents

~~Furthermore,~~profitability ~~the~~or ~~broader~~loss ~~alcohol~~of ~~industry~~market isshare ~~experiencing~~and avolumes. ~~shift~~We inmay ~~consumer~~also ~~drinking~~face ~~preferences~~inflationary ~~and~~pressures ~~behaviors~~that ~~due~~may ~~to,~~negatively ~~among~~influence ~~others,~~our ~~changing~~or ~~demographics~~our ~~and~~competitors' ~~taste~~prices ~~preferences~~and ~~(such~~reduce asmargins ~~the~~on ~~expansion~~our ~~in above premium~~ products,. ~~specifically flavored malt beverages~~Moreover, ~~ready-to-drink~~most ~~alcoholic~~of ~~beverages,~~our ~~spirit-based~~major ~~beverages,~~markets ~~cider,~~are ~~and other similar beverages~~mature, asso ~~well~~growth asopportunities amay ~~shift~~be ~~toward~~more ~~non-alcoholic~~limited ~~beverages,~~to ~~health~~us ~~and~~than ~~wellness~~to ~~trends~~our ~~(including~~global ~~the~~competitors ~~use~~who ofmay ~~glucagon-like~~already ~~peptide~~be ~~(GLP-1) agonists, and other similar beverages) downturns~~ in ~~economic~~higher ~~conditions~~growth or ~~perceived~~emerging ~~value,~~markets. asFor ~~well~~example, asnet ~~changes~~sales in ~~consumers'~~our ~~perception~~Americas ofsegment ~~our~~accounted ~~brands~~for ~~and~~approximately ~~the~~78% ~~brands~~ of our ~~competitors.~~total If2025 wenet ~~are~~sales. ~~unsuccessful~~As ina ~~evolving with~~result, ~~and navigating through, these changes~~ to the ~~markets~~extent inthat ~~which~~ we ~~operate,~~are ~~there~~unable ~~could~~to bemaintain aor ~~material~~grow ~~adverse effect on~~ our ~~business~~market ~~and~~share ~~financial~~in ~~results. If~~ our ~~competitors~~mature ~~are able to respond more quickly to the evolving trends within beverage categories~~markets, ~~or if~~ our ~~new~~sales ~~products~~and, in ~~these categories are not successful~~turn, ~~our~~ business and financial results ~~may~~could be materially and adversely ~~impacted~~affected.

Our success as an enterprise depends on our ability to successfully ~~and timely~~ premiumize our portfolio on a timely basis and innovate beyond beer,. ~~and~~Any ~~any~~ inability to deliver new products could have a material adverse effect on our business and financial results. AsOur ~~part of our Acceleration Plan, our~~ future growth will depend, in part, on our ability to continue to premiumize our portfolio and timely innovate and develop new products beyond traditional beer. InWe ~~connection with our Acceleration Plan, we~~ plan to continue to innovate, test and scale products. In addition, we also rely on certain arrangements with partner brands for innovation, development and growth in new products beyond beer. However, each of the launch and ongoing success of new products ~~are~~is inherently uncertain, especially with respect to consumer appeal. The launch of a new product can give rise to a variety of incremental or one-time costs and an unsuccessful launch or short-lived popularity of our product innovations could, among other things, affect consumer perception of our existing brands and our reputation as well as result in inventory write-offs and other costs. Our inability to attract consumers to our product innovations relative to our competitors’ products, especially over time, could have a material adverse effect on our growth, business and financial results.

~~Weak,~~As orwe ~~weakening~~premiumize ~~of,~~and ~~economic,~~expand ~~social~~our orportfolio ~~other~~to ~~conditions~~address inemerging ~~the~~consumer ~~markets in which we do business~~needs, ~~including~~our ~~cost~~existing ~~inflation,~~brands ~~tariffs and reductions in discretionary consumer spending,~~ could be adversely ~~impact~~affected ~~demand~~if ~~for~~we ~~our~~do ~~products~~not orsufficiently ~~cause~~allocate ~~consumers~~resources to ~~suffer~~support ~~financial~~them. ~~hardship,~~A ~~which could have a~~ material adverse ~~effect~~impact on our ~~business~~brands' ~~and~~sales ~~financial results. Consumption of our products in some of our markets~~ could beaffect ~~closely~~how ~~tied~~distributors toand ~~general~~consumers ~~economic~~prioritize ~~conditions. As a result, difficult macroeconomic conditions in~~ our ~~markets,~~products ~~such as further decreases in per capita income~~ and ~~level~~could ofcreate ~~disposable~~broader ~~income~~challenges ~~driven~~for byour ~~increases~~route into ~~inflation,~~market ~~impacts of tariffs, energy costs, income (~~and ~~other)~~ability ~~taxes~~to ~~and~~reach ~~the~~consumers. ~~cost of living~~Furthermore, ~~increased~~new ~~and~~beer ~~prolonged unemployment~~ or abeyond ~~further~~beer ~~decline~~premium inproducts ~~consumer~~may ~~confidence,~~require asunique ~~well as limited~~ or ~~significantly~~higher ~~reduced~~quality ~~points~~ingredients, ~~of access of our product~~which, ~~political~~coupled orwith ~~economic~~a ~~instability~~highly orcompetitive ~~other country-specific factors~~marketplace, could ~~continue~~negatively toimpact ~~have~~the aprofitability ~~material~~and ~~adverse~~financial ~~effect~~return onof ~~the~~such ~~demand~~new ~~for our~~ products.

~~For~~Changes ~~example~~in the social acceptability, ~~under~~perceptions ~~difficult~~and orthe ~~deteriorating~~political ~~economic~~view ~~conditions,~~of ~~consumers~~the ~~may~~beverage ~~seek~~categories toin ~~reduce~~which ~~discretionary~~we ~~spending~~operate, byincluding ~~forgoing~~alcohol, ~~purchases~~could ofadversely affect our ~~products~~business. In byrecent ~~shifting~~years, ~~away~~there ~~from~~has ~~our~~been ~~premium~~an increase in public and ~~above~~political ~~premium~~attention ~~products~~on health and well-being as they relate to ~~lower~~alcoholic beverages and the other categories in which we operate due in part to public concern over alcohol-~~priced~~related ~~products~~social ~~offered~~problems, byincluding usdriving orunder ~~our~~the ~~competitors~~influence, byunderage ~~shifting~~drinking ~~from~~and ~~on-premise~~exposure to ~~off-premise~~alcohol ~~consumption~~advertisements, orand byhealth ~~shifting~~consequences ~~purchase~~from the use, harmful use and misuse of alcohol. Negative publicity regarding alcoholic beverages and changes in consumer perceptions in relation to beer or other ~~categories~~alcoholic beverages could adversely affect the sale and consumption of our products, ~~such~~which ascould ~~legal~~adversely ~~cannabis~~affect our business and financial results. Additionally, ~~delta~~the concerns around alcohol, as well as health and well-9being, could result in unfavorable regulations or other ~~hemp~~legal ~~derived~~requirements ~~products~~in certain markets in which we operate, orsuch ~~online~~as ~~gambling~~advertising, ~~each~~selling and other restrictions, increased taxes associated with our sales, or the establishment of minimum unit pricing. Any such regulations or requirements could change consumer and customer purchasing patterns and may require us to incur significant compliance costs, which could negatively impact our ~~net~~business ~~sales~~ and financial results. AIn ~~significant~~particular, ~~portion~~advocates of ~~our~~prohibition ~~consolidated~~and ~~net~~other severe restrictions on the marketing labeling and sales of alcohol are ~~concentrated~~becoming inincreasingly organized and coordinated on a global basis, seeking to impose laws or regulations or to bring legal actions against us to substantially curtail the Uconsumption of alcohol, including beer, in developed and developing markets.S. Further, ~~Canada~~the alcohol industry may be criticized and ~~countries~~experience an increase in ~~Europe~~the number of publications and studies, as well as lobbying efforts, arguing there is no safe level of alcohol consumption. ~~Therefore~~If these perspectives gain traction and are reflected in regulations, ~~unfavorable~~requirements ~~macroeconomic~~or ~~conditions~~restrictions in jurisdictions where we operate or plan to operate, they could ~~negatively~~have ~~affect~~a ~~consumer~~material ~~demand~~adverse ~~for~~effect on our ~~products~~business and financial results. For example, in ~~these~~February ~~important~~2021, ~~markets~~the EU published its Europe Beating Cancer Plan, which ~~could~~contemplates ~~reduce~~a ~~our~~proposal ~~profitability~~for mandatory health warnings on alcohol beverage product labels. In January 2025, ~~and~~the ~~consequently~~United ~~may~~States' ~~negatively~~outgoing ~~affect~~Surgeon General issued an advisory recommending an update to the ~~results~~Surgeon ofGeneral's ~~operations~~warning label in ~~our~~the ~~Americas~~United States for alcohol-containing beverages to include a cancer risk warning. In Canada, proposed bills would require alcohol manufacturers to include alcohol health warning labels on alcoholic products that address alcohol-related health risks, including cancer, define a standard alcoholic drink, provide information on the number of standard drinks per package and ~~EMEA&APAC~~recommend ~~segments~~consumption limits. Ireland has also enacted legislation requiring new health warning labels on alcohol beverage products.

Our operations are dependent on the global supply chain and face significant exposure to changes in commodity and other input prices, impacts of supply chain constraints and disruptions and inflationary pressures, including tariffs, which could adversely impact our operating results. We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products. Our business has been, and may continue to be, impacted by supply chain constraints and disruptions, caused in part, by the Russia-Ukraine conflict and the uncertain economic environment worldwide. These supply chain constraints could put significant inflationary pressures on commodity and other input prices. Supply chain disruptions may cause delays in shipments of our products and supplies. Failure to adequately produce and timely ship our products to customers could lead to lost potential revenue, failure to meet customer demand, strained relationships with customers including wholesalers, and diminished brand loyalty.

Table o f Contents

WeWeak, ~~purchase~~or ~~and~~weakening ~~use~~of, aeconomic, ~~large~~social ~~volume~~or ofother ~~agricultural~~conditions ~~and~~in ~~other~~the ~~raw~~markets ~~materials,~~in which ~~are~~we ~~purchased~~do ~~through~~business, ~~supply~~including ~~contracts~~cost ~~with third parties~~inflation, totariffs ~~produce~~and ~~our~~reductions ~~products~~in ~~(including~~discretionary ~~barley,~~consumer ~~malted barley~~spending, ~~hops,~~could ~~corn~~adversely ~~and~~impact ~~other~~demand ~~various~~for ~~adjuncts),~~our asproducts ~~well~~or ascause ~~water~~consumers ~~and~~to ~~packaging~~suffer ~~materials~~financial ~~(including aluminum cans and bottles~~hardship, ~~glass~~which ~~and~~could ~~polyethylene~~have ~~terephthalate~~a ~~containers~~material asadverse ~~well~~effect ason ~~cardboard~~our business and ~~other~~financial ~~paper products)~~results. Consumption Inof ~~addition,~~our weproducts ~~also~~could ~~purchase~~be ~~and~~closely ~~use~~tied ato ~~significant~~general ~~amount~~economic ofconditions. ~~diesel~~As ~~fuel,~~a ~~natural gas~~result, ~~electricity~~difficult ~~and~~macroeconomic ~~carbon~~conditions ~~dioxide~~ in our ~~operations.~~markets, ~~The~~such ~~supply~~as ~~and~~further ~~price~~decreases ofin ~~these~~per ~~raw~~capita ~~materials~~income and ~~commodities~~level ~~can~~of ~~fluctuate~~disposable ~~due~~income todriven ~~conditions~~by ~~that~~increases ~~are~~in ~~difficult~~inflation, toimpacts ~~predict~~of ~~and~~tariffs, ~~are~~energy ~~beyond our control~~costs, ~~including~~income ~~global~~(and ~~geopolitical~~other) ~~conditions~~taxes orand ~~events (including~~ the ~~Russia-Ukraine~~cost ~~conflict~~of living, ~~especially~~increased asand toprolonged ~~the~~unemployment ~~impact~~or ona ~~energy~~further ~~supply~~decline ~~prices),~~in ~~global~~consumer ~~competition for resources~~confidence, ~~inflationary~~as ~~pressures~~well ~~related~~as tolimited ~~domestic and global economic conditions~~ or ~~supply~~significantly ~~chain~~reduced ~~issues,~~points ~~currency~~of ~~fluctuations,~~access ~~alternative~~of ~~sources~~our ~~for suppliers~~product, ~~disease~~political ~~outbreaks~~ or ~~pandemics,~~economic ~~trade~~instability ~~agreements,~~or ~~governmental~~other ~~regulations~~country-specific ~~(including tariffs)~~factors, ~~frosts,~~could ~~droughts~~continue ~~and~~to ~~other~~have ~~weather~~a ~~conditions~~material ~~and~~adverse ~~events,~~effect ~~agricultural~~on ~~productivity,~~the ~~crop~~demand ~~and~~for ~~plant~~our ~~diseases, theft, industry surcharges and other practices~~products.

~~Similarly~~Because our product sales rely on discretionary spending by consumers, ifrecessions, economic downturns, price instability, inflation, tariffs, slowing economic growth, social and political instability, violent crime, war, terrorism and related matters in the ~~costs~~markets ofwhere ~~goods~~we ~~continue~~compete tocould ~~increase~~negatively affect our revenues and financial performance, and adversely impact our ~~suppliers~~ability ~~may~~to ~~seek~~grow ~~price~~or ~~increases~~sustain ~~from~~our usbusiness. IfFor weexample, ~~are~~under ~~unable~~difficult or deteriorating economic conditions, consumers may seek to ~~mitigate~~reduce ~~the~~discretionary ~~impact~~spending by forgoing purchases of ~~these~~our ~~matters~~products ~~through~~by ~~price~~shifting ~~increases~~away from our premium and above premium products to lower-priced products offered by us or our ~~customers~~competitors, ~~cost~~by ~~savings~~shifting ~~initiatives,~~from ~~hedging~~on-premise ~~arrangements~~to off-premise consumption, or by shifting purchase to other ~~measures~~categories, such as legal cannabis, delta-9, other hemp derived products, or online gambling, each of which could negatively impact our net sales and financial results. A significant portion of ~~operations~~our consolidated net sales are concentrated in the U.S., Canada and ~~financial~~countries ~~condition~~in Europe. Therefore, unfavorable macroeconomic conditions could benegatively ~~adversely~~affect ~~impacted.~~consumer demand for our products in these important markets, which could reduce our profitability, and consequently may negatively affect the results of operations in our Americas and EMEA&APAC segments.

~~Changes~~Our inoperations are dependent on the ~~social~~global ~~acceptability,~~supply ~~perceptions~~chain and ~~the~~face ~~political~~significant ~~view~~exposure ofto ~~the~~changes ~~beverage~~in ~~categories~~commodity inand ~~which~~other weinput ~~operate~~prices, ~~including~~impacts ~~alcohol,~~of ~~could~~supply ~~adversely~~chain ~~affect~~constraints ~~our~~and ~~business. In~~disruptions ~~recent~~and ~~years~~inflationary pressures, ~~there~~including ~~has~~tariffs, ~~been~~which ancould ~~increase~~adversely inimpact ~~public~~our ~~and~~operating ~~political~~results. We ~~attention~~depend on ~~health~~the ~~and~~effectiveness ~~well-being~~of asour ~~they~~supply ~~relate~~chain management to ~~alcoholic~~assure ~~beverages~~reliable and ~~the~~sufficient ~~other~~supply ~~categories~~of inquality ~~which~~products. weGeopolitical ~~operate~~tensions ~~due~~and inpolitical ~~part~~conflicts tocould ~~public~~adversely ~~concern~~impact ~~over~~our ~~alcohol-related social problems~~employees, ~~including~~financial ~~driving~~performance ~~under~~and ~~the~~global ~~influence~~operations, ~~underage~~including ~~drinking~~by, ~~and~~among ~~exposure~~other ~~to alcohol advertisements~~things, ~~and~~jeopardizing ~~health consequences from~~ the ~~use,~~safety ~~harmful use and misuse~~ of ~~alcohol.~~our ~~Negative~~employees ~~publicity~~and ~~regarding~~facilities, ~~alcoholic~~disrupting ~~beverages~~our and ~~changes~~our inpartners' ~~consumer~~operations ~~perceptions in relation to beer or other alcoholic beverages could adversely affect the sale~~ and ~~consumption~~causing ofmarket ~~our products~~volatility, which could adversely ~~affect~~impact ~~our~~consumer ~~business~~demand and ~~financial~~our ~~results~~sales. ~~Additionally,~~Our ~~the~~business ~~concerns~~has ~~around alcohol~~been, asand ~~well~~may ascontinue ~~health~~to ~~and well-being~~be, ~~could~~impacted ~~result~~by insupply ~~unfavorable~~chain ~~regulations~~constraints orand ~~other~~disruptions, ~~legal~~caused ~~requirements~~ in ~~certain~~part, ~~markets~~by inwars ~~which~~and ~~we operate~~conflicts, such as ~~advertising,~~the ~~selling~~Russia-Ukraine ~~and other restrictions~~conflict, ~~increased~~and ~~taxes associated with our sales, or~~ the ~~establishment~~uncertain ofeconomic ~~minimum~~environment ~~unit pricing~~worldwide. ~~Any~~These ~~such~~supply ~~regulations~~chain orconstraints ~~requirements~~ could ~~change~~put ~~consumer~~significant ~~and~~inflationary ~~customer~~pressures ~~purchasing~~on ~~patterns~~commodity and ~~may~~other ~~require~~input usprices. toSupply ~~incur~~chain ~~significant~~disruptions ~~compliance~~may ~~costs,~~cause ~~which~~delays ~~could~~in ~~negatively~~shipments ~~impact~~of our ~~business~~products and ~~financial results~~supplies. InFailure ~~particular,~~to ~~advocates~~adequately ofproduce ~~prohibition~~ and ~~other~~timely ~~severe~~ship ~~restrictions~~our onproducts ~~the marketing and sales of alcohol are becoming increasingly organized and coordinated on a global basis, seeking~~ to ~~impose~~customers ~~laws~~could orpotentially ~~regulations~~lead or to ~~bring~~lost ~~legal~~revenue, ~~actions~~failure ~~against us~~ to ~~substantially~~meet ~~curtail~~customer ~~the~~demand, ~~consumption~~strained ofrelationships ~~alcohol,~~with customers including ~~beer~~wholesalers, ~~in developed~~ and ~~developing~~diminished ~~markets~~brand loyalty. Further, ~~the~~escalation ~~alcohol industry may be criticized and experience an increase in the number~~ of ~~publications~~geopolitical ~~and studies~~tensions, asincluding ~~well~~increased astrade ~~lobbying~~barriers ~~efforts,~~or ~~arguing~~restrictions ~~there~~on isglobal notrade ~~safe~~driven ~~level of alcohol consumption. To the extent such views gain traction~~ in ~~regulations~~part ofby ~~jurisdictions~~increased ~~in which we do or plan to do business~~tariffs, ~~they~~ could ~~have~~result ain, ~~material~~among ~~adverse~~other ~~effect~~things, onbroader ~~our~~impacts ~~business~~that ~~and~~expand ~~financial~~into ~~results.~~other ~~For example~~markets, ineconomic ~~February 2021~~recessions, ~~the~~inflationary ~~European~~pressures, ~~Union~~cyberattacks, ~~published~~energy ~~its~~supply ~~Europe~~availability ~~Beating Cancer Plan. As part of the plan~~shortages, ~~the~~supply ~~European~~chain ~~Union~~and ~~has~~logistics ~~indicated~~cost itincreases ~~may~~or ~~issue a proposal for mandatory health warnings on alcohol beverage product labels. In January 2025~~disruptions, ~~the~~lower ~~United~~consumer ~~States'~~demand ~~outgoing~~and ~~Surgeon~~volatility ~~General issued an advisory recommending an update to the Surgeon General's warning label~~ in ~~the~~foreign ~~United~~exchange ~~States~~rates, ~~for~~interest ~~alcohol-containing~~rates ~~beverages~~and tofinancial ~~include a cancer risk warning. In addition~~markets, ~~Ireland~~any ~~passed~~of awhich ~~law~~may ~~requiring~~adversely ~~new~~affect ~~health~~our ~~warning~~business ~~labels~~and onsupply ~~alcohol beverage products that will come into effect from May 2026~~chain.

~~Cybersecurity~~In ~~incidents~~addition, ~~impacting~~ our ~~information~~Americas ~~systems,~~segment ~~and~~is ~~violations~~exposed ofto ~~data~~variability ~~privacy~~in ~~laws~~the ~~and~~market ~~regulations~~price ~~could~~of ~~disrupt~~a ~~our~~regional ~~business~~premium ~~operations~~differential ~~and~~(referred ~~adversely~~to ~~impact~~as ~~our~~“Midwest ~~reputation~~Premium” ~~and~~in ~~results~~the ~~of operations~~U. ~~Our~~S.) ~~information~~charged ~~systems~~by ~~may~~industry beparticipants ~~the~~to ~~target~~deliver ofaluminum ~~cyberattacks~~from orthe ~~other~~smelter ~~security~~to ~~breaches, which, if successful, could, among other things, disrupt our operations, applications and services, cause~~ the ~~loss~~manufacturing offacility. ~~key~~This ~~business,~~premium ~~employee,~~differential ~~customer~~also orfluctuates ~~vendor~~in ~~information,~~relation ~~cause us~~ to ~~breach~~several ~~our legal~~conditions, ~~regulatory~~including orbased ~~contractual~~on ~~obligations,~~the ~~prevent~~supply usof ~~from~~and ~~accessing~~demand orfor ~~relying~~aluminum ~~upon~~in ~~critical~~a ~~business~~particular ~~records~~region, ~~cause~~associated ~~reputational~~transportation ~~damage, or impact the~~ costs orand ~~ability~~warehouse tofinancing ~~obtain adequate insurance coverage. These incidents may result from human errors~~transactions, ~~equipment~~which ~~failure,~~limit ~~or fraud or malice on~~ the ~~part~~amount of ~~employees~~physical oraluminum ~~third~~available ~~parties.~~to ~~The~~consumers ~~risk~~and ofincreases ~~cyber~~the ~~threats~~price ordifferential ~~cyberattacks increases~~ as wea ~~rely~~result. ~~more~~Due onto ~~digital~~the ~~partners,~~opaque ~~including~~pricing ~~supply-chain~~of ~~partners~~Midwest ~~integrated~~Premium ~~into~~and ~~our~~the ~~business,~~limited ~~who~~liquidity ~~may~~of ~~also be~~ the ~~target~~market, ofhedging ~~cyberattacks~~Midwest orPremium ~~other~~can ~~security~~be ~~breaches~~costly. IfDuring ~~our~~times ~~information~~of ~~systems~~greater ~~suffer~~volatility ~~severe~~in ~~disruption,~~the ~~damage~~Midwest Premium, orthe ~~shutdown~~variability ~~we could experience delays and disruptions~~ in our ~~business,~~cost ~~including~~of ~~brewery~~goods ~~operations,~~sold ~~production~~can ~~and~~also ~~shipments~~increase. ~~and~~For ~~delays~~example, in ~~reporting our financial results~~2025, ~~such as those we experienced with~~ the ~~March~~Midwest ~~2021~~Premium ~~cybersecurity incident~~increased, which ~~could~~resulted ~~adversely~~in ~~affect~~an ~~our~~approximate ~~cash~~$35 ~~flows,~~million ~~competitive~~unfavorable ~~position,~~impact ~~reputation,~~on ~~financial~~our ~~condition or~~ results offor ~~operations.~~the Ayear ~~breach~~ended ofDecember ~~our~~31, ~~information~~2025. ~~systems~~In ~~could~~addition ~~subject~~to usimpacting tothe ~~litigation,~~price ~~including~~we ~~class~~pay ~~action~~for orthe ~~derivative~~raw ~~lawsuits,~~materials ~~regulatory~~we ~~fines~~purchase, ~~and~~changing ~~penalties,~~premium ~~any~~differentials ofimpact ~~which~~our ~~could~~end ~~have~~consumers aas ~~material~~we ~~adverse~~may ~~effect~~pass on ~~our~~the ~~financial~~increased ~~results~~cost orto ~~reputation.~~those Inconsumers ~~recent~~in ~~years,~~order weto ~~have~~maintain ~~experienced~~our anprofit ~~increase~~margins. inTo the ~~number~~extent any of ~~attempted~~the ~~cyberattacks~~foregoing ~~due~~factors, including fluctuations in ~~part~~Midwest Premium, toaffect the ~~large~~availability ~~number~~or prices of ~~our~~ingredients ~~employees~~or ~~and~~packaging, ~~contractors~~or ~~that~~our ~~are~~hedging ~~working~~arrangements ~~and~~do ~~accessing~~not ~~our~~effectively ~~technology~~or ~~infrastructure~~completely ~~remotely~~hedge ~~because~~changes ~~of shifts~~ in ~~working~~commodity ~~arrangements.~~price ~~Furthermore~~risks, ~~continued~~and ~~geopolitical~~we ~~turmoil,~~are ~~including~~not ~~the~~able ~~Russia-Ukraine~~to ~~conflict,~~pass ~~has~~these ~~heightened~~increased ~~the~~costs ~~risk~~along ofto ~~cyberattacks. As discussed further below~~customers, ~~the~~our ~~rapid~~business ~~evolution~~ and ~~increased~~financial ~~adoption~~results ofcould ~~artificial~~be ~~intelligence~~further ~~and~~materially ~~machine~~adversely ~~learning technologies may intensify our cybersecurity risks~~impacted.

Table o f Contents

We ~~expend~~purchase ~~significant~~and ~~financial~~use ~~resources~~a tolarge ~~attempt~~volume toof ~~vigorously~~agricultural ~~monitor~~ and ~~mitigate~~other ~~against~~raw ~~cyber~~materials, ~~threats~~which ~~and~~are ~~cyberattacks.~~purchased Wethrough ~~may~~supply becontracts ~~required~~with tothird ~~incur~~parties, ~~further costs~~ to ~~alleviate~~produce ~~problems~~our ~~and~~products ~~remedy~~(including ~~damage~~barley, ~~caused~~malted bybarley, ~~physical~~hops, ~~electronic~~corn and ~~cybersecurity~~other ~~breaches~~various ~~and~~adjuncts), toas ~~address~~well ~~possible~~as ~~increased~~water ~~information~~and ~~system~~packaging ~~attacks~~materials as(including aaluminum ~~result~~cans ofand ~~the incident~~bottles, ~~which~~glass ~~could~~and ~~have~~polyethylene aterephthalate ~~material~~containers ~~adverse~~as ~~effect~~well onas ~~our~~cardboard ~~business~~ and ~~financial~~other ~~results~~paper products). ~~Additionally~~In addition, ~~these~~we ~~events~~also ~~may~~purchase ~~not~~and beuse ~~insured~~a ~~against~~significant oramount ~~may~~of ~~not~~diesel befuel, ~~fully~~natural ~~covered~~gas, byelectricity ~~any~~and ~~insurance~~carbon ~~maintained~~dioxide byin usour ~~and~~operations. ~~there~~The issupply noand ~~assurance~~price ~~that~~of ~~the~~these ~~limitations~~raw ofmaterials ~~liability~~and incommodities ~~any~~can offluctuate ~~our~~due ~~contracts~~to ~~would~~conditions bethat ~~enforceable~~are ordifficult ~~adequate~~ to ~~protect~~predict usand ~~from~~are ~~liabilities~~beyond orour ~~damages~~control, asincluding aglobal ~~result~~geopolitical ofconditions aor ~~cybersecurity~~events ~~incident.~~(including Asthe ~~techniques~~Russia-Ukraine ~~used~~conflict), togovernmental ~~breach~~regulations ~~security~~(including ~~are~~tariffs ~~growing~~that incan ~~frequency~~cause ~~and~~the ~~sophistication~~Midwest ~~and~~Premium ~~are~~to ~~generally~~fluctuate ~~not~~and ~~recognized~~including ~~until~~extended ~~launched~~producer ~~against~~responsibility arequirements ~~target,~~which welead ~~may~~to ~~not~~producers bepaying ~~able~~the tofull ~~implement~~value ~~security~~chain ~~measures~~recycling inof apackaging ~~timely~~materials ~~manner or~~sold), ifglobal ~~and~~competition ~~when~~for ~~implemented~~resources, ~~these~~inflationary ~~measures~~pressures ~~could~~related beto ~~circumvented~~domestic ~~regardless of our expenditures~~ and ~~protection~~global ~~efforts.~~economic Weconditions ~~could~~or ~~also~~supply bechain ~~required~~issues, tocurrency ~~spend~~fluctuations, ~~significant~~alternative ~~financial~~sources ~~and~~for ~~other~~suppliers, ~~resources~~disease tooutbreaks ~~remedy~~or ~~the~~pandemics, ~~damage~~trade ~~caused~~agreements, byfrosts, adroughts ~~security~~and ~~breach~~other orweather toconditions ~~repair or replace networks~~ and ~~information systems~~events, ~~which~~agricultural ~~could~~productivity, ~~have~~crop aand ~~material~~plant ~~adverse~~diseases, ~~effect~~theft, onindustry ~~our~~surcharges ~~business~~ and ~~financial~~other ~~results~~practices.

~~Misuse~~Similarly, ~~leakage~~if orthe ~~falsification~~costs of ~~information~~goods ~~could~~continue ~~result in a violation of data privacy laws and regulations, including but not limited~~ to, ~~the European Union's General Data Protection Regulation~~increase, ~~California~~our ~~Privacy~~suppliers ~~Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act and other similar comprehensive data privacy laws,~~ may ~~damage~~seek ~~our~~price ~~reputation and credibility or expose us to increased risk of lawsuits, loss of existing or potential future customers and/or~~ increases infrom ~~our security costs and compliance burden, any of which could have a material adverse effect on our business and financial results~~us. ~~Other~~If ~~jurisdictions in which~~ we ~~operate have enacted or~~ are ~~proposing~~unable ~~similar laws and regulations related~~ to ~~data~~mitigate ~~privacy.~~the ~~These~~impact ~~laws and regulations are evolving and subject to interpretation. In addition, we may suffer financial and reputational damage because~~ of ~~lost~~these ormatters ~~misappropriated~~through ~~information~~price ~~relating~~increases to ~~identifiable individuals and may become subject to legal action and increased regulatory oversight or consumers may avoid~~ our ~~brands~~customers, ~~due~~cost tosavings ~~negative~~initiatives, ~~publicity.~~hedging ~~In the event of a breach resulting in loss of data~~arrangements, ~~such as personally identifiable information~~ or other ~~such data protected by data privacy or other laws~~measures, ~~even~~our ifresults ~~encrypted,~~of weoperations ~~may be liable for damages, fines~~ and ~~penalties~~financial ~~for~~condition ~~such~~could ~~losses under applicable regulatory frameworks despite not handling the data. Further, the regulatory framework around data custody, data privacy and breaches may~~ be ~~inconsistent~~adversely ~~from one jurisdiction to another and is an evolving area of law~~impacted. ~~We may not be able to limit our liability or damages in the event of such a loss.~~

~~Furthermore~~The success of our business relies heavily on brand image, reputation, product quality and protection of intellectual property. It is important that we maintain and enhance the ~~cybersecurity~~image and ~~data~~reputation ~~privacy~~of ~~regulatory~~our ~~environment~~existing brands and products, including our corporate purpose, ~~but~~mission ~~not~~and ~~limited~~values. Concerns about product quality, even when unsubstantiated, could be harmful to our image and the reputation of our brands and products. While we have quality control programs in place, in the ~~SEC's~~event ~~cybersecurity~~we ~~rules~~or our third-party manufacturers or suppliers experience an issue with product quality or if any of our products become unsafe or unfit for consumption, isare ~~increasingly~~misbranded ~~challenging~~or cause injury, we may experience recalls or liability in addition to business disruption which could further negatively impact our brand image and reputation, negatively affect our sales and cause us to incur additional costs. A widespread product recall, multiple product recalls or a significant product liability judgment could cause our products to be unavailable for a period of time, which could further reduce consumer demand and brand equity. We also could be exposed to lawsuits or regulatory enforcement relating to product liability, labelling, marketing or sales practices or intellectual property infringement. Our brand image and reputation may ~~present~~also ~~material~~be ~~obligations~~difficult to protect due to less oversight and ~~risks~~control as a result of outsourcing some of our operations internationally or entering new or different product lines. Additionally, if we are unable to address and uphold our ~~business~~plans with respect to our sustainability initiatives or actions by and attitudes of regulators and the public health community, ~~including~~our ~~significantly~~image ~~expanded~~and ~~compliance~~brand ~~burdens~~equity may be impacted, ~~costs~~which may be difficult to combat or reverse and ~~enforcement~~could ~~risks~~have a material adverse effect on our business and financial results.

~~Because~~In ofaddition, because our ~~reliance~~brands oncarry ~~third-party~~family ~~service~~names, ~~providers~~personal ~~and~~activities ~~internal~~by ~~and~~certain ~~outsourced~~members ~~systems~~of ~~for~~the ~~our~~Molson ~~information~~or ~~technology~~Coors ~~and~~families ~~certain~~that ~~other~~harm ~~administrative~~their ~~functions,~~public weimage ~~could~~or ~~experience~~reputation acould ~~disruption~~also tohave ~~our~~an ~~business. We~~adverse ~~rely~~effect ~~extensively~~ on ~~information~~our ~~services~~brands ~~providers~~or ~~worldwide for~~ our ~~information~~reputation. ~~technology~~We ~~functions~~also ~~including~~engage ~~network,~~with ~~help desk~~celebrities, ~~hardware~~influencers and ~~software~~other ~~configuration.~~famous ~~Additionally~~sponsors, weand ~~rely~~personal onactivities ~~internal~~by ~~networks~~these ~~and~~or ~~information~~any ~~systems and~~ other ~~technology,~~promotional ~~including~~partners ~~the~~or ~~internet and third-party hosted services, to support a variety of~~ business ~~processes~~partners ~~and~~that ~~activities,~~harm ~~including~~their ~~brewing~~public ~~operations,~~image ~~procurement~~or ~~and~~reputation ~~supply~~could ~~chain,~~also ~~manufacturing,~~have ~~distribution,~~an ~~invoicing~~adverse ~~and~~effect ~~collection~~on ofour ~~payments.~~brands Weor ~~use information systems and global business service providers for certain human resource activities and to process~~ our ~~employee~~reputation. ~~benefits,~~Our asbrand ~~well as to process financial information for internal and external reporting purposes and to comply with various reporting~~image, ~~legal~~reputation and ~~tax~~financial ~~requirements.~~results ~~As information systems are critical to many of our operating activities, our business~~ may be impacted by ~~system~~our ~~shutdowns,~~ability ~~service~~to ~~disruptions,~~navigate ~~obsolescence,~~marketing orcampaigns ~~security~~and ~~threats~~trends orthat ~~breaches.~~may ~~Furthermore~~intersect, ~~the~~even ~~importance of such information technology systems and networks has increased due to many of our employees working remotely as a result of our changing workplace dynamics. Additionally~~inadvertently, ifwith ~~any~~various ofdynamic ~~our~~issues ~~significant~~facing ~~service~~society ~~providers~~on ~~were~~regional ~~to fail~~ and weglobal ~~were~~levels ~~unable~~across tothe ~~find~~markets ~~a suitable replacement~~ in awhich ~~timely manner,~~ we ~~could be unable to properly administer our outsourced functions, which could disrupt our business and adversely affect our financial results~~operate.

Further, our success is dependent on our ability to protect our intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how. We cannot be certain that the steps we have taken to protect our intellectual property rights will be sufficient or that third parties will not infringe upon or misappropriate these rights or that other parties may claim that our brands infringe on their intellectual property rights. If we are unable to protect our intellectual property rights, it could have a material adverse effect on our business and financial results.

Issues and regulations related to climate change, sustainability, human rights and human capital, and stakeholder response thereto may have an adverse effect on our business, financial condition and results of operations and may damage our reputation. Companies across all industries are facing increasing scrutiny relating to their workforce and environmental practices and policies. The landscape related to such regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity. For example, the state of California, and the European Commission have published proposed or final rules, including the European Commission's Corporate Sustainability Reporting Directive, that will require significantly increased disclosures related to climate change and other issues. We may experience significant future cost increases associated with regulatory compliance for sustainability matters, including fees, licenses, reporting, auditing and the cost of capital improvements for our operating facilities to meet sustainability and/or environmental regulatory requirements.

Table o f Contents

~~The~~Investor ~~success~~advocacy ofgroups, ~~our~~institutional ~~business~~investors, ~~relies heavily on brand image~~stockholders, ~~reputation~~activists, ~~product quality and protection of intellectual property. It is important that we maintain and enhance the image and reputation of our existing brands and products~~employees, ~~including our corporate purpose~~consumers, ~~mission and values. Concerns about product quality~~customers, ~~even when unsubstantiated~~regulators, ~~could~~proxy beadvisory ~~harmful~~services ~~to our image~~ and ~~the~~other ~~reputation~~market ofparticipants ~~our brands and products. While we~~ have ~~quality~~increasingly ~~control~~focused ~~programs~~on inthese ~~place,~~types ~~in the event we or our third-party manufacturers experience an issue with product quality or if any~~ of ~~our~~matters ~~products~~and ~~become unsafe or unfit for consumption~~initiatives, ~~are~~as ~~misbranded~~well oras ~~cause~~the ~~injury,~~related wepractices ~~may experience recalls or liability in addition to business disruption which could further negatively impact our brand image~~ and ~~reputation,~~policies ~~negatively~~of ~~affect our sales and cause us to incur additional costs~~companies. AThese ~~widespread~~stakeholders ~~product~~have ~~recall,~~placed ~~multiple~~increased ~~product~~importance ~~recalls~~on orthese apractices ~~significant~~and ~~product~~their ~~liability~~effect ~~judgment~~on ~~could~~companies ~~cause~~from ~~our~~an ~~products to be unavailable for a period of time~~investor, ~~which could further reduce~~ consumer ~~demand and brand equity. We also could be exposed to lawsuits relating to product liability~~, ~~labelling,~~customer ~~marketing~~ or ~~sales~~employee ~~practices or intellectual property infringement~~perspective. ~~Our~~We ~~brand~~have ~~image and reputation may~~ also bepublished ~~difficult~~goals toacross ~~protect due to less oversight and control as~~ a ~~result~~range of ~~outsourcing~~environmental ~~some~~sustainability ofand ~~our~~safety ~~operations internationally or entering new or different product lines~~matters. IfAlthough we ~~are~~have ~~unable to address and uphold our plans with respect to our sustainability~~ initiatives oragainst ~~actions~~these ~~by and attitudes of regulators and the public health community~~goals, ~~our~~we ~~image and brand equity~~ may ~~deteriorate, which may~~ be ~~difficult~~required to ~~combat~~expend orresources ~~reverse~~for ~~and~~them, which could ~~have~~increase ~~a material adverse effect on~~ our ~~business~~operational ~~and financial results~~costs.

In addition, ~~because~~we ~~our~~could ~~brands~~be ~~carry~~criticized ~~family~~for ~~names~~the ~~and~~scope weor ~~may~~nature ~~partner~~of ~~with~~these ~~celebrities~~goals, or ~~other~~for ~~famous~~any ~~sponsors,~~revisions ~~personal~~to ~~activities~~our bygoals. ~~certain~~Furthermore, ~~members~~some ofstakeholders ~~the~~may ~~Molson~~disagree orwith ~~Coors~~our ~~families,~~goals ~~our~~and ~~promotional~~there ~~partners~~is oralso ~~business~~a ~~partners~~risk that ~~harm~~stakeholders may change their ~~public~~views ~~image~~on these topics over time. Our various stakeholders or ~~reputation~~regulators ~~could~~may also have andivergent ~~adverse~~opinions ~~effect~~ on ~~our~~these ~~brands~~types orof ~~our~~matters ~~reputation.~~as ~~Our~~well ~~brand~~as ~~image~~conflicting expectations regarding our culture, ~~reputation~~values, goals and ~~financial~~business, ~~results~~which ~~may~~makes beit ~~negatively~~difficult ~~impacted~~to byachieve a consistently positive perception amongst all of our ~~ability~~various tostakeholders. ~~navigate~~Moreover, ~~social~~we ~~media~~may ~~campaigns~~determine ~~and~~that ~~trends~~it is in ~~pursuit~~the best interest of ~~various~~our ~~dynamic~~Company ~~issues~~and ~~facing~~our ~~society~~stockholders to prioritize other investments over the achievement of our current goals based on ~~regional~~economic, technological developments, regulatory and ~~global~~social ~~levels~~factors, business strategy or pressure from investors, activists, regulators, or other stakeholders. Some stakeholders may advocate for greater transparency and more aggressive ESG-related commitments across ~~the~~areas ~~markets~~such inas ~~which~~human wecapital, ~~operate~~labor practices, supply chain oversight, and diversity. Others, including advocacy organizations and litigation-focused groups, may criticize ESG-related initiatives and challenge companies, through lawsuits, regulatory investigations, and public campaigns, for implementing ESG strategies they deem inconsistent with fiduciary duties or legal obligations.

~~Further,~~If our ~~success~~practices isdo ~~dependent~~not onmeet ~~our~~evolving ~~ability~~investor, toindustry, ~~protect~~stakeholder ~~our~~or ~~intellectual~~regulatory ~~property~~expectations ~~rights~~and standards, ~~including~~related ~~trademarks~~to, ~~patents~~among other things, ~~domain~~climate ~~names~~change, ~~trade~~carbon ~~secrets~~emissions, packaging, safety and ~~know-how.~~related Wematters, ~~cannot~~or beif ~~certain~~we ~~that~~are ~~the~~perceived ~~steps~~(whether weor not valid) to have ~~taken~~not responded appropriately to ~~protect~~the ~~our~~growing ~~intellectual~~and ~~property~~various ~~rights~~concerns ~~will~~for beor ~~sufficient~~against such issues, or ~~that~~if ~~third~~we ~~parties~~fail ~~will~~to ~~not~~meet ~~infringe~~the ~~upon~~goals, oramong ~~misappropriate~~other ~~these~~things, ~~rights~~our reputation, culture, ability to attract or ~~that~~retain ~~other~~employees, ~~parties~~brands, ~~may~~sales, ~~claim~~stock ~~that~~price, ability to access the capital markets, or our ~~brands~~overall ~~infringe~~business onor ~~their~~financial ~~intellectual~~results ~~property~~could ~~rights~~be adversely affected. IfFurther, if we ~~are~~incur ~~unable~~adverse publicity and reaction from investors, activists, or other stakeholders related to ~~protect~~our efforts and goals, the perception of us and our ~~intellectual~~products ~~property~~and ~~rights~~services by current and potential customers, itas well as investors, could cause our customers and consumers to stop purchasing our products or to purchase products from a competitor or subject us to legal and regulatory proceedings, any of which could have a material adverse effect on our business and financial results.

~~Due~~Cybersecurity toincidents aimpacting ~~high~~our ~~concentration~~information ofsystems ~~workers~~and ~~represented~~violations byof ~~unions~~data orprivacy ~~works~~laws ~~councils,~~and weregulations could bedisrupt ~~significantly~~our ~~affected~~business byoperations ~~labor~~and ~~strikes,~~adversely ~~work~~impact ~~stoppages~~our orreputation ~~other~~and ~~employee-related~~results ~~issues~~of operations. AsOur ofinformation ~~December 31,~~systems ~~2024,~~may ~~approximately~~be ~~28%~~the ~~and~~target ~~24%~~ of ~~our~~cyberattacks ~~Americas~~or ~~and~~other ~~EMEA&APAC~~security ~~workforces~~breaches, ~~respectively~~which, ~~are~~if ~~represented~~successful, bycould, ~~labor~~among ~~unions~~other orthings, ~~councils.~~disrupt ~~Stringent~~our ~~labor~~operations, ~~laws~~applications inor ~~certain~~services, ofcause ~~our~~the loss of key ~~markets~~business, ~~expose~~employee, uscustomer toor avendor ~~greater~~information, ~~risk~~cause ofus ~~loss~~to ~~should~~breach weour ~~experience~~legal, ~~labor~~regulatory ~~disruptions~~or incontractual ~~those~~obligations, ~~markets.~~prevent ~~From~~us ~~time~~from toaccessing ~~time,~~or ~~our~~relying ~~collective~~upon ~~bargaining~~critical ~~agreements~~business ~~come~~records, ~~due~~cause ~~for~~reputational ~~renegotiation~~damage, ~~and,~~or ifimpact wethe ~~are~~costs ~~unable~~or ability to ~~timely~~obtain ~~complete~~adequate ~~negotiations,~~insurance ~~affected~~coverage. ~~employees~~These incidents may ~~strike~~result from human errors, ~~which~~equipment ~~could~~failure, ~~have~~or anfraud ~~adverse~~or ~~effect~~malice on ~~our~~the ~~business~~part ~~and~~of ~~financial~~employees ~~results.~~or ~~Furthermore,~~third ~~there~~parties. ~~may~~The berisk ~~additional~~of ~~work~~cyber ~~stoppages,~~threats ~~unionization~~or ~~efforts~~cyberattacks orincreases ~~other~~as ~~employee-related~~we ~~issues,~~rely ~~either~~more ~~prior~~on todigital orpartners, ~~following~~including ~~the~~supply-chain ~~expiration~~partners ofintegrated ~~these~~into ~~agreements~~our business, ~~each~~who ofmay ~~which~~also ~~could~~be ~~significantly~~the ~~affect~~target ~~our~~of ~~business~~cyberattacks ~~and~~or ~~financial~~other ~~results~~security breaches. AIf ~~prolonged~~our ~~labor~~information ~~strike,~~systems ~~work~~suffer ~~stoppage~~severe disruption, ~~unionization~~damage, ~~efforts~~ or ~~other~~shutdown ~~employee-related~~we ~~issues~~ could ~~have~~experience adelays ~~material~~and ~~adverse~~disruptions ~~effect~~in on our business, ~~and~~including ~~financial~~brewery ~~results.~~operations, ~~For~~production ~~example~~or shipments, inor ~~the~~delays ~~first~~in ~~few~~reporting ~~months~~our offinancial ~~2021~~results, such as those we experienced awith ~~labor~~the ~~disruption~~March ~~with~~2021 cybersecurity incident, which could adversely affect our ~~Toronto~~cash ~~brewery~~flows, ~~unionized~~competitive ~~employees~~position, ~~resulting~~reputation, ~~from~~financial oncondition ~~going~~or ~~negotiations~~results of ~~the~~operations. ~~collective~~A ~~bargaining~~breach ~~agreement~~of ~~which~~our ~~resulted~~information insystems ~~slower~~could ~~than~~subject ~~expected~~us ~~production~~to atlitigation, ~~the~~including ~~Toronto~~class ~~brewery~~action inor ~~the~~derivative ~~first~~lawsuits, ~~few~~regulatory ~~months~~fines, and penalties, any of ~~2021~~which could have a material adverse effect on our financial results or reputation. InWe ~~addition,~~continue atto experience an increase in the ~~end~~number of ~~March~~attempted ~~through~~cyberattacks ~~mid-June~~due, ~~2022~~in part, to the ~~unionized~~increasing ~~employees~~reliance inof our ~~Montreal/Longueuil~~employees, ~~Québec~~vendors ~~brewery~~ and ~~distribution~~contractors ~~centers went~~ on ~~strike~~distributed, ~~which~~hybrid, ~~significantly~~and ~~adversely~~mobile ~~affected~~access ~~our~~to ~~business,~~work ~~operations~~ and ~~financial~~access ~~results~~our ~~during~~technology ~~the~~infrastructure ~~second~~because ~~and~~of ~~third~~shifts ~~quarters~~in ofworking ~~2022~~arrangements. Furthermore, incontinued ~~February~~geopolitical ~~2024~~turmoil, including the ~~unionized~~Russia-Ukraine ~~employees~~conflict, athas ~~our~~heightened ~~Fort~~the ~~Worth,~~risk ~~Texas~~of ~~brewery~~cyberattacks. ~~went~~As ondiscussed ~~strike~~further below, ~~which~~the ~~adversely~~rapid ~~affected~~evolution ~~our~~and ~~business,~~increased ~~operations~~adoption of artificial intelligence and ~~financial~~machine ~~results~~learning ~~during~~technologies ~~the~~by ~~second~~third ~~quarter~~parties of(including ~~2024.~~threat actors) may increase our cybersecurity risks.

Table o f Contents

We ~~depend~~expend onsignificant ~~key~~financial ~~personnel,~~resources ~~the~~to ~~loss~~attempt ofto ~~whom~~vigorously ~~could~~monitor ~~harm our business,~~ and ~~labor~~mitigate ~~shortages,~~against ~~employee~~cyber ~~turnover~~threats and ~~wage increases could significantly impact our operations~~cyberattacks. ~~The~~ ~~loss~~We ofmay ~~the~~be ~~services~~required ~~and~~to ~~expertise~~incur offurther ~~any~~costs ~~key~~to ~~employee,~~alleviate orproblems ~~multiple~~and ~~members~~remedy ofdamage ~~senior~~caused ~~management~~by ~~at the same time~~physical, ~~could~~electronic ~~harm~~and ~~our~~cybersecurity ~~business.~~breaches ~~Our~~and ~~future success depends on our ability~~ to ~~identify,~~address ~~attract~~possible ~~and~~increased ~~retain~~information ~~qualified~~system ~~personnel~~attacks onas a ~~timely~~result ~~basis. If we were to experience turnover~~ of ~~any key employee or multiple members of senior management at~~ the ~~same time~~incident, orwhich ifcould have a ~~member~~material oradverse ~~members~~effect ofon our ~~senior~~business ~~management~~and ~~were~~financial ~~to become ill or incapacitated, our stock price, our~~ results. ~~of operations~~Additionally, ~~our~~these ~~commercial~~events ~~and~~may ~~supply~~not ~~chain~~be ~~operations~~insured ~~and~~against ~~our vendor~~ or ~~customer~~may ~~relationships~~not ~~could each~~ be ~~adversely~~fully ~~impacted~~covered ~~and~~by ~~such~~any ~~events~~insurance ~~may~~maintained ~~make~~by ~~recruiting~~us ~~for~~and ~~future~~there ~~management~~is ~~positions~~no ~~more~~assurance ~~difficult.~~that ~~The~~liability ~~labor~~clauses ~~market~~in ~~for~~any ~~many~~ of our ~~employees~~contracts iswould ~~very~~be ~~competitive,~~enforceable ~~and~~or ~~wages~~adequate ~~and compensation costs continue~~ to ~~increase.~~protect ~~Our~~us ~~ability~~from toliabilities ~~attract~~or ~~and~~damages ~~retain~~as ~~key~~a ~~talent~~result ~~has~~of ~~been,~~a ~~and~~cybersecurity ~~may~~incident ~~continue~~(including toincidents ~~be,~~affecting ~~impacted~~our bythird-party ~~challenges~~vendors). inAs ~~the~~techniques ~~labor~~used ~~market,~~to ~~which~~breach ~~has~~security ~~recently~~are ~~been~~growing ~~experiencing~~in ~~wage~~frequency ~~inflation,~~and ~~labor~~sophistication ~~shortages,~~ and ~~a continued shift toward remote work. In addition, labor costs~~ are ~~rising~~generally ~~and~~not ~~our~~recognized ~~industry~~until islaunched ~~experiencing~~against a ~~shortage~~target, ~~of qualified workers. If~~ we ~~face~~may ~~labor~~not ~~shortages~~be ~~and/or~~able ~~increased~~to ~~labor~~implement ~~costs~~security asmeasures in a ~~result~~timely ofmanner ~~increased competition for employees~~or, ~~higher~~if ~~employee~~and ~~turnover~~when ~~rates~~implemented, orthese ~~increases~~measures ~~in employee benefits costs, our operating expenses~~ could ~~increase,~~be ~~which~~circumvented ~~could~~regardless ~~negatively~~of ~~impact~~ our ~~growth~~expenditures and ~~results~~protection ~~of operations~~efforts. ~~Labor~~We ~~shortages, higher employee turnover rates and labor union organizing efforts~~ could also ~~lead~~be required to ~~disruptions~~spend insignificant ~~our~~financial ~~business,~~and asother ~~discussed~~resources ~~above.~~to Inremedy ~~addition,~~the wedamage ~~must~~caused ~~successfully~~by ~~integrate~~a ~~any~~security ~~new~~breach ~~management~~or ~~personnel~~to ~~that~~repair weor ~~hire~~replace ~~within~~networks ~~our~~and ~~organization~~information systems, orwhich ~~who~~could ~~join~~have ~~our organization as~~ a ~~result~~material ofadverse aneffect ~~acquisition,~~on ~~in order to achieve~~ our ~~operating~~business ~~objectives,~~ and ~~changes in other key management positions may temporarily affect our~~ financial ~~performance and~~ results ~~of operations as new management becomes familiar with our business~~.

~~Poor~~Misuse, ~~investment~~leakage ~~performance~~or falsification of ~~pension~~information ~~plan~~could ~~holdings~~result ~~and~~in ~~other~~a ~~factors~~violation ~~impacting~~of ~~pension~~data ~~plan~~privacy ~~costs~~laws ~~and~~or ~~contributions~~regulations, ~~could~~including ~~unfavorably~~but ~~affect~~not ~~our~~limited ~~business~~to, ~~liquidity~~the ~~and~~EU's ~~our~~General ~~financial~~Data ~~results. Our~~Protection ~~costs~~Regulation, ofCalifornia ~~providing~~Privacy ~~defined~~Rights ~~benefit~~Act, ~~pension~~the ~~plans~~Virginia ~~are~~Consumer ~~dependent~~Data ~~upon~~Protection aAct, ~~number~~the ofColorado ~~factors~~Privacy Act and other similar comprehensive data privacy laws, ~~such~~may asdamage ~~the~~our ~~rates~~reputation ofand ~~return~~credibility onor ~~the~~expose ~~plans'~~us ~~assets,~~to ~~discount~~increased ~~rates,~~risk ~~the~~of ~~level~~lawsuits, loss of ~~interest~~existing ~~rates~~or ~~used~~potential tofuture ~~measure~~customers ~~the~~and/or ~~required~~increases ~~minimum~~in ~~funding~~our ~~levels~~security ofcosts ~~the~~and ~~plans~~compliance burden, ~~exchange~~any ~~rate~~of ~~fluctuations,~~which ~~government~~could ~~regulation,~~have ~~court~~a ~~rulings~~material oradverse ~~other~~effect ~~changes~~on our business and financial results. Other jurisdictions in ~~legal~~which ~~requirements,~~we ~~global~~operate ~~equity~~have ~~prices,~~enacted ~~and~~or ~~our~~are ~~required~~proposing similar laws and~~/or~~ ~~voluntary~~regulations ~~contributions~~related to ~~the~~data ~~plans~~privacy and data security. ~~Although~~These welaws ~~comply~~and ~~with~~regulations ~~the~~are ~~minimum~~evolving ~~funding~~and ~~requirements,~~subject weto ~~have~~interpretation. ~~certain~~In ~~qualified~~addition, ~~pension~~we ~~plans~~may ~~with~~suffer ~~obligations~~financial ~~which~~and ~~exceed~~reputational ~~the~~damage ~~value~~because of ~~the~~lost ~~plans'~~or ~~assets.~~misappropriated ~~These~~information ~~funding~~relating ~~requirements~~to ~~also~~identifiable ~~may~~individuals ~~require~~and ~~contributions~~may ~~even~~become ~~when~~subject ~~there~~to islegal noaction ~~reported~~and ~~deficit.~~increased ~~Without~~regulatory ~~sustained~~oversight ~~growth~~or inconsumers ~~the~~may ~~pension~~avoid ~~investments~~our ~~over~~brands ~~time~~due to ~~increase~~negative publicity. In the ~~value~~event of ~~the~~a ~~plans'~~breach ~~assets~~resulting in loss of data, ~~and~~such ~~depending~~as ~~upon~~personally ~~the~~identifiable information or other ~~factors~~such asdata ~~listed~~protected ~~above~~by data privacy or other laws, even if encrypted, we ~~could~~may be ~~required~~liable tofor ~~fund~~damages, ~~the~~fines ~~plans~~and ~~with~~penalties ~~significant~~for ~~amounts~~such oflosses ~~cash.~~under ~~Such~~applicable ~~cash~~regulatory ~~funding~~frameworks ~~obligations~~despite ~~(or~~not handling the ~~timing~~data ofdirectly. ~~such~~Further, ~~contributions)~~the ~~could~~regulatory ~~have~~framework aaround ~~material~~data ~~adverse~~custody, ~~effect~~data onprivacy ~~our~~and ~~cash~~breaches ~~flows,~~may ~~credit~~be ~~rating,~~inconsistent ~~cost~~from ofone ~~borrowing,~~jurisdiction ~~financial~~to ~~position~~another and~~/or~~ ~~results~~is an evolving area of ~~operations~~law. We may not be able to limit our liability or damages in the event of such a loss.

~~Competition and other factors in our markets could require us to adjust prices or increase capital and other expenditures or cause us to lose sales volume~~Furthermore, ~~any~~the ofcybersecurity ~~which could have a material adverse effect on our business~~ and ~~financial~~data ~~results. In~~privacy ~~many~~regulatory ~~of our markets~~environment, ~~our primary competitors may have greater financial~~including, ~~marketing,~~but ~~production~~not ~~and~~limited ~~distribution resources than we do~~to, ~~and~~the ~~may~~SEC's bedisclosure-related ~~more~~cybersecurity ~~diverse in terms of their geographies and brand portfolios. We compete with other beer and beverage companies not only for consumer acceptance and loyalty~~rules, ~~but~~is ~~also~~increasingly ~~for shelf~~challenging, ~~refrigerator~~ and ~~tap~~may ~~space~~present inmaterial ~~retail~~obligations ~~establishments~~ and ~~for~~risks ~~marketing~~to ~~focus by~~ our ~~distributors and customers~~business, ~~most~~including ofsignificantly ~~which~~expanded ~~also~~compliance ~~distribute~~burdens, ~~and~~costs ~~sell other beers~~ and ~~beverage~~enforcement ~~products~~risks. IfFor weexample, doemerging ~~not~~regulations, ~~successfully~~such ~~transform~~as ~~along with~~ the ~~evolving~~EU's ~~industry,~~Network ~~market dynamics~~ and ~~consumer~~Information ~~preferences,~~Security ~~our business and financial results could be materially adversely affected. Furthermore~~(NIS2), ~~our competitors~~ may ~~respond~~lead to ~~industry~~significant ~~and~~financial ~~economic~~penalties, ~~conditions~~potential ~~and~~executive-level ~~shifts~~legal inliability, ~~consumer~~mandated ~~behaviors~~urgent ~~more~~corrective ~~rapidly or effectively than we do. In order for us to remain competitive~~actions, weoperational ~~will need to quickly and correctly adopt digital technologies~~disruptions, ~~build analytical capabilities~~ and/or ~~scale~~increased ~~brand~~cyber-incident ~~expense~~impact ~~investment~~if ~~levels, which~~ our ~~competitors may be able to achieve faster and with more resources. In all of the markets in which we operate~~governance, ~~aggressive marketing strategies~~monitoring, ~~such as reduced pricing, brand positioning, and increased capital~~ or ~~other~~incident-reporting ~~investments~~controls byare ~~these competitors could have a material adverse effect on our business and financial results~~insufficient.

~~Our~~The ~~profitability~~integration ~~may~~and beuse ~~impacted~~of byartificial ~~prices~~intelligence ~~that~~and dosimilar ~~not~~technology ~~offset~~in ~~the~~our ~~inflationary~~business ~~pressures,~~presents ~~which~~challenges ~~may~~and risks that could adversely impact our ~~gross~~business, ~~margins~~reputation and results of operations. The ~~Even~~use ifof weartificial ~~are~~intelligence, ~~able~~combined towith ~~raise~~an ~~the~~uncertain ~~prices~~regulatory ofenvironment, ~~our~~may ~~products~~result in reputational harm, weliability, ~~may~~or ~~not~~other beadverse ~~able~~consequences to ~~sustain~~our ~~such~~brands, ~~price~~marketing ~~increases~~ and ~~consumers~~business ~~might~~operations. ~~react~~Molson ~~negatively~~Coors toor ~~such~~its ~~price~~third-party ~~increases,~~vendors ~~which~~may ~~could~~adopt ~~have~~and aintegrate ~~material~~artificial ~~adverse~~intelligence ~~effect~~tools ~~on,~~into ~~among~~our ~~other~~systems ~~things~~for specific use cases, including leveraging artificial intelligence in our ~~brand~~marketing efforts, ~~reputation~~after review by legal and ~~sales~~information security and in alignment with internal oversight and policies and procedures. ~~Price~~Our ~~increases~~vendors and third-party partners may also ~~lead~~incorporate artificial intelligence tools into their offerings with or without disclosing this use to us in a ~~decrease~~timely inor ~~demand~~complete ~~for~~manner. ~~our~~The ~~products~~providers asof ~~competitors~~these artificial intelligence tools may not ~~adjust~~meet ~~their~~existing ~~prices~~or evolving regulatory or ~~consumers~~industry standards concerning privacy and data protection, which may ~~decide~~result ~~not~~in a loss of intellectual property or confidential information and/or cause harm to ~~pay~~our ~~higher~~reputation ~~prices~~and ~~for~~the public perception of the effectiveness of our ~~products~~security measures or other internal controls. Further, ~~which~~bad ~~could~~actors ~~lead~~around tothe aworld ~~decline~~use increasingly sophisticated methods, including the use of artificial intelligence, to engage in ~~sales~~cyberattacks ~~volume~~or illegal activities involving the theft and ~~loss~~misuse of ~~market~~personal ~~share~~information, confidential information and intellectual property. ~~Our~~The ~~projections~~technologies ~~may~~underlying artificial intelligence and their use cases are rapidly developing, and it is not ~~accurately~~possible to predict all of the ~~volume~~legal, ~~impact~~operational or technological risks related to the use of ~~price~~artificial ~~increases~~intelligence. While new artificial intelligence initiatives, ~~which~~laws and regulations are emerging and evolving, uncertainty will remain, and our obligation to comply with the evolving regulatory landscape could ~~adversely~~entail significant costs, negatively affect our business, ~~financial~~or ~~condition~~limit our ability to incorporate certain artificial intelligence capabilities into our business. Any of these factors or outcomes could damage our brands and ~~results~~reputation, result in the loss of ~~operations~~valuable property and information or otherwise adversely impact our business.

Table o f Contents

InBecause ~~addition,~~of ~~continuing~~our ~~consolidation~~reliance ~~among~~on ~~major~~third-party ~~global~~service ~~brewers~~providers and ~~between~~internal ~~brewers~~ and ~~other~~outsourced ~~beverage~~systems ~~companies~~for ~~and~~our ~~convergence~~information oftechnology ~~beverage~~and ~~categories~~certain ~~may~~other ~~lead~~administrative ~~to stronger or new competitors~~functions, ~~loss~~we ofcould ~~partner~~experience ~~brands,~~a ~~negative~~disruption ~~impacts~~to on our ~~distributor networks, alternate distribution networks and pressures from marketing and pricing tactics by competitors~~business. We ~~Further~~rely ~~consolidation~~extensively ofon ~~distributors~~information inservices ~~our~~providers ~~industry~~worldwide ~~could~~for ~~reduce~~ our ~~ability~~information totechnology ~~promote~~functions ~~our~~including ~~brands~~network, inhelp ~~the~~desk, ~~markets~~hardware inand asoftware ~~manner~~configuration. ~~that enhances rather than diminishes our brands' value~~Additionally, aswe ~~well~~rely ason ~~reduce~~internal ~~our~~networks ~~ability~~and toinformation ~~manage~~systems ~~our pricing effectively~~ and ~~efficiently.~~other ~~Additionally~~technology, ~~due~~including tothe ~~competition~~internet ~~with brewers~~ and ~~other~~third-party ~~beverage~~hosted ~~companies~~services, anto ~~increase~~support ina ~~the~~variety ~~purchasing power~~ of ~~our~~business ~~large~~processes ~~competitors~~and ~~may~~activities, ~~cause~~including ~~further~~brewing ~~pricing~~operations, ~~pressures~~procurement ~~which~~and ~~could~~supply ~~prevent~~chain, usmanufacturing, ~~from~~distribution, ~~increasing~~invoicing ~~prices~~and tocollection ~~recover~~of ~~higher costs necessary to compete~~payments. ~~Such~~We ~~pressures~~use ~~could~~information ~~have~~systems aand ~~material~~global ~~adverse~~business ~~impact~~service onproviders ~~our~~for ~~business~~certain ~~and~~human ~~our~~resource ~~financial~~activities ~~results~~ and ~~market~~to ~~share.~~process ~~Increased~~our ~~pressures~~employee ~~for~~benefits, ~~reduced~~as ~~pricing~~well oras ~~difficulties~~to inprocess ~~increasing~~financial ~~prices~~information ~~while~~for ~~remaining~~internal ~~competitive~~and ~~within~~external ~~our~~reporting ~~markets,~~purposes asand ~~well~~to ascomply ~~the~~with ~~need~~various ~~for increased capital investment~~reporting, ~~marketing~~legal and ~~other~~tax ~~expenditures~~requirements. ~~could~~As ~~result~~information insystems ~~lower~~are ~~profitability~~critical orto ~~loss~~many of ~~market~~our ~~share~~operating ~~and~~activities, ~~volumes.~~our Webusiness may ~~also~~be ~~face~~impacted ~~inflationary~~by ~~pressures~~system ~~that~~shutdowns, ~~may~~service ~~negatively~~disruptions, ~~influence~~obsolescence, ~~our~~ or ~~our~~security ~~competitors'~~threats ~~prices~~or ~~and reduce margins on our products~~breaches. ~~Moreover~~Furthermore, ~~most~~the importance of ~~our~~such ~~major~~information ~~markets~~technology ~~are~~systems ~~mature,~~and sonetworks ~~growth~~has ~~opportunities~~increased ~~may~~due ~~be more limited~~ to usmany ~~than~~of to our ~~global~~employees ~~competitors~~working ~~who~~remotely ~~may~~as ~~already~~a beresult inof ~~higher~~our ~~growth~~changing orworkplace ~~emerging markets~~dynamics. ~~For example~~Additionally, ~~net~~if ~~sales~~any inof our ~~Americas~~significant ~~segment~~service ~~accounted~~providers ~~for~~were ~~approximately~~to ~~79%~~fail ofand ~~our~~we ~~total~~were ~~2024~~unable ~~net~~to ~~sales.~~find As a ~~result,~~suitable toreplacement ~~the~~in ~~extent~~a ~~that~~timely manner, we ~~are~~could be unable to ~~maintain~~properly oradminister ~~grow~~ our ~~market~~outsourced ~~share~~functions, inwhich ~~our~~could ~~mature~~disrupt ~~markets,~~ our ~~sales~~business and, inadversely ~~turn,~~affect ~~business~~our ~~and~~ financial results ~~could be materially and adversely affected~~.

~~Loss,~~Due ~~operational~~to ~~disruptions~~a orhigh ~~closure~~concentration of aworkers ~~major~~represented ~~brewery~~by unions or ~~other~~works ~~key facility~~councils, ~~including~~we ~~those~~could ofbe ~~our~~significantly ~~suppliers,~~affected ~~due~~by tolabor ~~unforeseen~~strikes, orwork ~~catastrophic~~stoppages ~~events~~ or ~~otherwise,~~other ~~could~~employee-related ~~have~~issues. As aof ~~material~~December 31, ~~adverse~~2025, ~~effect~~approximately on27% ~~our business~~ and ~~financial~~25% ~~results. Our~~of ~~business~~our ~~could~~Americas beand ~~interrupted~~EMEA&APAC ~~and~~workforces, ~~our~~respectively, ~~financial~~are ~~results~~represented ~~could~~by belabor ~~materially~~unions ~~adversely~~or ~~impacted~~councils. byStringent ~~physical~~labor ~~risks~~laws ~~such~~in ascertain ~~earthquakes,~~of ~~fires,~~our ~~hurricanes,~~key ~~floods,~~markets ~~other~~expose ~~severe~~us ~~weather~~to ~~events,~~a ~~acts~~greater risk of ~~war,~~loss ~~terrorist~~should ~~attacks,~~we ~~cyberattacks~~experience ~~and~~labor ~~other~~ disruptions in ~~information~~those ~~systems,~~markets. ~~such~~From astime ~~the~~to ~~March~~time, ~~2021~~our ~~cybersecurity~~collective ~~incident,~~bargaining ~~disease~~agreements ~~outbreaks~~come ordue ~~pandemics~~for renegotiation, and, ~~other~~if ~~natural~~we ~~disasters~~are orunable ~~catastrophic~~to ~~events~~timely ~~that~~complete ~~damage~~negotiations, ~~disrupt~~affected oremployees ~~destroy~~may ~~one~~strike, ofwhich ~~our~~could ~~breweries~~have oran ~~key~~adverse ~~facilities~~effect oron ~~the~~our ~~key~~business ~~facilities~~and offinancial ~~our significant suppliers~~results. ~~Such~~Furthermore, ~~significant~~there ~~losses~~may orbe ~~disruptions~~additional ~~could~~work bestoppages, ~~due~~unionization ~~to,~~efforts ~~among~~or other ~~things~~employee-related issues, ~~the~~either ~~loss~~prior to or ~~disruption~~following of the ~~timely~~expiration ~~availability~~ of ~~adequate~~these ~~supplies~~agreements, each of ~~essential~~which ~~raw~~could ~~materials~~significantly ~~for~~affect ~~us and~~ our ~~suppliers,~~business ~~including~~and ~~single-source~~financial ~~suppliers;~~results. ~~our~~A ~~ability~~prolonged tolabor ~~effectively~~strike, ~~integrate~~work ~~new~~stoppage, ~~suppliers~~unionization ~~into~~efforts ~~our~~or ~~operations;~~other ~~material~~employee-related ~~financial~~ issues ~~facing~~could ~~our~~have ~~suppliers,~~a ~~such~~material asadverse ~~bankruptcy~~effect oron ~~similar~~our ~~proceedings;~~business ~~transportation~~ and ~~logistics~~financial ~~challenges,~~results. ~~including~~For asexample, aat ~~result of governmental restrictions and~~ the ~~availability~~end ~~and~~of ~~capacity~~March of2022 ~~shipping~~through ~~channels~~mid-June as2022, ~~customers~~the ~~may~~unionized ~~shift~~employees toin ~~increased~~our ~~online~~Montréal/Longueuil, ~~shopping;~~Québec ~~the~~brewery ~~loss~~and ordistribution ~~disruption~~centers ofwent ~~other~~on ~~manufacturing~~strike, ~~distribution~~which ~~and~~significantly ~~supply~~adversely ~~capabilities;~~affected ~~labor~~our ~~shortages~~business, ~~strikes~~operations orand ~~work~~financial ~~stoppages;~~results during the ~~loss~~second orand ~~disruption~~third ofquarters ~~the supply~~ of ~~carbon~~2022. ~~dioxide~~Furthermore, ~~gas;~~in ~~acts~~February of2024, ~~war~~the ~~and~~unionized ~~terrorism;~~employees orat ~~natural~~our ~~disasters,~~Fort ~~pandemics~~Worth, ~~public~~Texas ~~health~~brewery ~~crises,~~went oron ~~other~~strike, ~~catastrophic~~which ~~events~~adversely ~~and~~affected ~~the~~our ~~associated impacts of such events~~business, ~~including~~operations ~~impacts~~and onfinancial ~~our~~results ~~employees,~~during ~~their~~the ~~families,~~second orquarter ~~our~~of ~~suppliers~~2024.

IfOur ~~any~~success ofdepends ~~our~~largely ~~breweries~~on or key ~~facilities~~personnel, orand the ~~key~~loss ~~facilities~~ of ~~our~~such ~~significant~~personnel ~~suppliers~~or ~~experience~~failure ato ~~significant~~appropriately ~~operational~~manage ~~disruption~~our orCEO ~~catastrophic~~transition ~~loss,~~could itharm ~~could~~our ~~delay,~~business ~~disrupt~~and orour ~~reduce~~ability ~~production,~~to ~~shipments~~execute ~~and~~our ~~revenue,~~strategy and ~~result~~labor inshortages, ~~potentially~~employee ~~significant~~turnover ~~expenses~~and towage ~~repair~~increases orcould ~~replace~~also ~~these~~significantly ~~properties~~impact our operations. Our Wesuccess ~~experienced~~depends ~~certain~~largely ofon the ~~foregoing~~continued ~~risks~~services of key personnel and ~~losses~~their ability to execute our corporate strategy. Further, in ~~connection~~September ~~with~~2025, we announced the ~~March~~appointment ~~2021~~of ~~cybersecurity~~Rahul ~~incident~~Goyal as our President and CEO, following the ~~coronavirus~~announcement ~~pandemic~~of inGavin ~~2020~~D.K. ~~Certain~~Hattersley's ~~catastrophes~~retirement ~~are~~from ~~not~~our ~~covered~~Company. byOur ~~our~~future ~~general~~performance ~~insurance~~will ~~policies~~depend, ~~which~~in ~~could~~part, ~~result~~on inthe ~~significant~~successful ~~unrecoverable~~transition ~~losses~~of Mr. ~~Our~~Goyal ~~business~~as ~~and~~our ~~results~~new ofCEO ~~operations~~as ~~could~~well ~~also~~as behis ~~adversely~~ability ~~impacted~~to bylead ~~under-investment~~our inCompany. ~~physical~~If ~~assets~~we ordo ~~production~~not ~~capacity,~~successfully ~~including~~manage ~~contract~~our ~~brewing~~CEO ~~and~~transition, ~~impact~~it ~~the~~could ~~priority~~be ofviewed negatively by our ~~brands~~customers, ifemployees ~~production~~or ~~capacity~~investors isand ~~limited~~could have an adverse impact on our business. Further, ~~significant~~the ~~excess~~loss ~~capacity~~of atthe ~~any~~services and expertise of ~~our~~any ~~breweries~~key asemployee, aor ~~result~~multiple members of ~~increased~~senior ~~efficiencies~~management inat ~~our~~the ~~supply~~same ~~chain~~time, ~~process~~could orharm ~~continued~~our ~~volume~~business. ~~declines~~Our ~~could~~future ~~result~~success depends, in ~~under-utilization~~part, ofon our ~~assets~~ability to identify, ~~which~~attract ~~could~~and ~~lead~~retain qualified personnel on a timely basis. If we were to ~~excess~~experience ~~overhead~~turnover ~~expenses~~of any key employee or ~~additional~~multiple ~~costs~~members ~~incurred~~of ~~associated~~senior ~~with~~management at the ~~closure~~same oftime, ~~one~~or if a member or ~~more~~members of our ~~facilities.~~senior ~~For~~management ~~example,~~were asto ~~part~~become ofill aor ~~strategic~~incapacitated, ~~review~~our stock price, our results of operations, our commercial and supply chain ~~network~~operations and our vendor or customer relationships could each be adversely impacted and such events may make recruiting for future management positions more difficult. The labor market for many of our employees is very competitive, ~~certain~~and ~~breweries~~wages and ~~bottling~~compensation ~~lines~~costs ~~were~~continue ~~closed~~to increase. Our ability to attract and retain key talent has been, and may continue to be, impacted by challenges in ~~recent~~the ~~years~~labor market, which has recently been experiencing wage inflation, labor shortages, and wea ~~have~~continued ~~incurred~~shift ~~brewery~~toward ~~closure~~remote ~~costs~~work. In addition, ~~including~~labor ~~charges~~costs ~~associated~~are ~~with~~rising ~~the~~and ~~closure~~our industry is experiencing a shortage of ~~our~~qualified ~~breweries~~workers. inIf ~~Chippewa~~we ~~Falls~~face labor shortages and/or increased labor costs as a result of increased competition for employees, ~~Wisconsin~~higher employee turnover rates, ~~10th~~or ~~Street~~increases in ~~Milwaukee~~employee benefits costs, ~~Wisconsin~~our ~~and~~operating ~~Irwindale~~expenses could increase, ~~California.~~which Wecould ~~regularly~~negatively ~~review~~impact our ~~supply~~growth ~~chain~~and ~~network~~results inof anoperations. ~~attempt~~Labor shortages, higher employee turnover rates and labor union organizing efforts could also lead to ~~ensure~~disruptions in our business, as discussed above. In addition, we must successfully integrate any new management personnel that we hire within our ~~supply~~organization, ~~chain~~or ~~capacity~~who isjoin ~~aligned~~our ~~with~~organization ~~the~~as ~~needs~~a result of ~~the~~an ~~business.~~acquisition, ~~Such~~in ~~reviews~~order ~~could~~to ~~potentially~~achieve ~~result~~our operating objectives, and changes in ~~further~~other ~~closures~~key management positions may temporarily affect our financial performance and ~~the~~results ~~related~~of ~~costs~~operations ~~could~~as benew ~~material~~management becomes familiar with our business.

Issues and regulations related to climate change, sustainability, human rights and human capital, and stakeholder response thereto may have an adverse effect on our business, financial condition and results of operations and may damage our reputation. Companies across all industries are facing increasing scrutiny relating to their workforce and environmental practices and policies. The landscape related to such regulation, compliance, and reporting is constantly evolving, including expanding in scope and complexity. For example, the SEC, the State of California, and the European Commission have published proposed or final rules, including the European Commission's Corporate Sustainability Reporting Directive, that will require significantly increased disclosures related to climate change and other issues. We may experience significant future cost increases associated with regulatory compliance for sustainability matters, including fees, licenses, reporting, auditing, and the cost of capital improvements for our operating facilities to meet sustainability and/or environmental regulatory requirements.

Table o f Contents

~~Investor~~Loss, ~~advocacy~~operational ~~groups~~disruptions or closure of a major brewery or other key facility, ~~institutional~~including ~~investors~~those of our suppliers, ~~stockholders~~due to unforeseen or catastrophic events or otherwise, ~~activists~~could have a material adverse effect on our business and financial results. Our business could be interrupted and our financial results could be materially adversely impacted by physical risks such as earthquakes, ~~employees~~fires, ~~consumers~~hurricanes, ~~customers~~floods, ~~regulators~~other severe weather events, ~~proxy~~acts ~~advisory~~of ~~services~~war, terrorist attacks, cyberattacks and other ~~market~~disruptions ~~participants~~in ~~have~~information ~~increasingly~~systems, ~~focused~~such onas ~~these~~the ~~types~~March of2021 ~~matters~~cybersecurity incident, disease outbreaks or pandemics and ~~initiatives~~other natural disasters or catastrophic events that damage, asdisrupt ~~well~~or asdestroy ~~the~~one ~~related~~of ~~practices~~our ~~and~~breweries ~~policies~~or key facilities or the key facilities of ~~companies~~our significant suppliers. ~~These~~Such ~~stakeholders~~significant ~~have~~losses ~~placed~~or ~~increased~~disruptions ~~importance~~could onbe ~~these~~due ~~practices~~to, ~~and~~among ~~their~~other ~~effect~~things, onthe ~~companies~~loss ~~from~~or andisruption ~~investor~~of the timely availability of adequate supplies of essential raw materials for us and our suppliers, ~~consumer~~including single-source suppliers; our ability to effectively integrate new suppliers into our operations; material financial issues facing our suppliers, ~~customer~~such as bankruptcy or ~~employee~~similar ~~perspective.~~proceedings; Wetransportation ~~have~~and ~~also~~logistics ~~published~~challenges, ~~goals~~including ~~across~~as a ~~range~~result of ~~environmental~~governmental ~~sustainability~~restrictions and ~~safety~~the ~~matters.~~availability ~~Although~~and wecapacity ~~have~~of ~~initiatives~~shipping ~~against~~channels ~~these~~as ~~goals~~customers may shift to increased online shopping; the loss or disruption of other manufacturing, wedistribution ~~may~~and besupply ~~required~~capabilities; tolabor ~~expend~~shortages, ~~resources~~strikes ~~for~~or ~~them~~work stoppages; the loss or disruption of the supply of carbon dioxide gas; acts of war and terrorism; or natural disasters, ~~which~~pandemics, ~~could~~public ~~increase~~health crises, or other catastrophic events and the associated impacts of such events, including impacts on our ~~operational~~employees, ~~costs.~~their families, or our suppliers.

InIf ~~addition,~~any weof ~~could~~our bebreweries ~~criticized~~or ~~for~~key facilities or the ~~scope~~key facilities of our significant suppliers experience a significant operational disruption or ~~nature~~catastrophic ofloss, ~~these~~it ~~goals~~could delay, disrupt or ~~for~~reduce ~~any~~production, ~~revisions~~shipments and revenue, and result in potentially significant expenses to ~~our~~repair ~~goals~~or replace these properties. ~~Furthermore,~~We ~~some~~experienced ~~stakeholders~~certain ~~may~~of ~~disagree~~the foregoing risks and losses in connection with ~~our~~the ~~goals~~March 2021 cybersecurity incident and ~~there~~the iscoronavirus ~~also~~pandemic ain ~~risk~~2020. ~~that~~Certain ~~stakeholders~~catastrophes ~~may~~are ~~change~~not ~~their~~covered ~~views~~by onour ~~these~~general ~~topics~~insurance ~~over~~policies, ~~time~~which could result in significant unrecoverable losses. Our ~~various~~business ~~stakeholders~~and orresults ~~regulators~~of ~~may~~operations could also ~~have~~be ~~divergent~~adversely ~~opinions~~impacted onby ~~these~~under-investment ~~types~~in ofphysical ~~matters~~assets asor ~~well~~production ascapacity, ~~conflicting~~including ~~expectations~~contract ~~regarding~~brewing and impact the priority of our ~~culture,~~brands ~~values,~~if ~~goals~~production ~~and~~capacity ~~business~~is limited. Further, ~~which~~significant ~~makes~~excess itcapacity ~~difficult~~at toany ~~achieve~~of our breweries as a ~~consistently~~result ~~positive~~of ~~perception~~increased ~~amongst~~efficiencies ~~all~~in our supply chain process or continued volume declines could result in under-utilization of our ~~various~~assets, ~~stakeholders.~~which ~~Moreover,~~could welead ~~may~~to ~~determine~~excess ~~that~~overhead itexpenses isor inadditional costs incurred associated with the ~~best~~closure ~~interest~~of one or more of our ~~Company~~facilities. ~~and~~For example, as part of a strategic review of our ~~stockholders~~supply tochain ~~prioritize~~network, ~~other~~certain ~~investments~~breweries ~~over~~and bottling lines were closed in recent years, and we have incurred brewery closure costs, including charges associated with the ~~achievement~~closure of our ~~current~~breweries ~~goals~~in ~~based~~Chippewa onFalls, ~~economic~~Wisconsin, ~~technological~~and ~~developments~~10th Street in Milwaukee, ~~regulatory~~Wisconsin in late 2024 and ~~social~~early ~~factors,~~2025. ~~business~~We ~~strategy~~regularly orreview ~~pressure~~our ~~from~~supply ~~investors,~~chain ~~activists,~~network orin ~~other~~an ~~stakeholders~~attempt to ensure that our supply chain capacity is aligned with the needs of the business. Such reviews could potentially result in further closures and the related costs could be material.

If our practices do not meet evolving investor, industry, stakeholder or regulatory expectations and standards, related to, among other things, climate change, carbon emissions, safety and related matters, or if we are perceived (whether or not valid) to have not responded appropriately to the growing and various concerns for or against such issues, or if we fail to meet the goals, among other things, our reputation, culture, ability to attract or retain employees, brands, sales, stock price, ability to access the capital markets, or our overall business or financial results could be adversely affected. Further, if we incur adverse publicity and reaction from investors, activists, or other stakeholders related to our efforts and goals, the perception of us and our products and services by current and potential customers, as well as investors, could cause our customers and consumers to stop purchasing our products or to purchase products from a competitor or subject us to legal and regulatory proceedings, any of which could adversely impact our business and financial results.

Climate change and other weather events may negatively affect our business and financial results. There is concern that the continuing increase in global average temperatures could cause significant changes in global weather patterns and an increase in the frequency and severity of natural disasters. Global climate change could have various impacts on our operations, ranging from more frequent extreme weather events to extensive governmental policy developments, which have the potential individually or collectively to significantly disrupt our business as well as negatively affect our suppliers, supply chain and customers. Changing weather patterns and more volatile weather conditions could result in decreased agricultural productivity in certain regions that may impact quality, limit availability or increase the cost of key agricultural commodities, such as hops, barley and other cereal grains, which are important ingredients for our products. Increased frequency or duration of extreme weather conditions, including power disruptions and/or water availability implications due to the foregoing, could also impair production capabilities, disrupt our supply chain, distribution networks and routes to market, or impact demand for our products, any of which may cause us to experience additional costs to maintain or resume operations.

Public concern over climate change has resulted in, and may continue to result in, new or increased regional, federal and global legal and regulatory requirements, including taxation, to reduce or mitigate carbon emissions and to limit or impose additional costs on carbon and water usage or other climate-related objectives. In the event that such regulation is more stringent than current regulatory obligations, or the measures that we are currently undertaking to monitor and improve our resource efficiency are insufficient, we may experience disruptions in, or increases in our costs of, operation and delivery to comply with new regulatory requirements due to investments in facilities and equipment or the relocation of our facilities. If we or our suppliers are required to comply with these laws and regulations, or if we choose to take additional voluntary steps to reduce or mitigate our impact on the climate, we may experience increased costs for energy, production, transportation, and raw materials, increased capital expenditures, or increased insurance premiums and deductibles, each of which could adversely impact our operations. In particular, proposed, new or inconsistent regulation and taxation of fuel and energy could increase the cost of complying with such laws and regulations as well as the cost of operation, including fuel required to operate our facilities or transport and distribute our products, thereby increasing the distribution and supply chain costs associated with our products. ~~Any~~As legislation across Europe is changing rapidly at both the EU and national level, a full assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, iswould be uncertain, given the wide scope of potential regulatory change in the countries in which we operate. Such an assessment could also result in additional administrative and cost burdens.

Beyond the commercial pressures implicated by climate change concerns, our operations may face potential adverse physical effects. For example, we have a major brewery in the state of Colorado, which experienced several significant wildfires in 2022, and we have another major brewery in Texas, which experienced a severe winter weather event in 2021. If any of our properties and production facilities experience a significant operational disruption or catastrophic loss due to natural disasters or severe weather events, it could delay or disrupt production, shipments, and revenue, and result in potentially significant expenses to repair or replace these properties, which may negatively affect our business and financial results.

Table o f Contents

An inadequate supply or availability of quality water could have a material adverse effect on, among other things, our sales, production processes, other costs and, in turn, profitability. Quality water is a key ingredient in our brewing process. Clean water is a limited resource in many parts of the world and climate change may increase water scarcity and cause a deterioration of water quality in areas where we maintain brewing operations. The competition for water among domestic, agricultural and manufacturing users is increasing in some of our brewing communities and communities in which we or our suppliers manufacture our other products. Even where water is widely available, water purification, regulatory requirements, and waste treatment infrastructure limitations could increase costs or constrain our operations. Further, the lack of availability of clean water at our breweries or our other facilities or the facilities of our suppliers could cause a decrease in production.

We have substantial brewery operations in the states of Colorado and Texas, which have been areas vulnerable to water scarcity conditions. Certain western states in the U.S. are, ~~experiencing~~have, anor may in the future experience extended ~~drought~~droughts, which can impact the quality and quantity of agricultural ingredients such as barley and hops. One of our facilities in the U.K. has had water use restrictions imposed on its operations due to increased domestic demand on the underlying groundwater aquifer. The continuation or recurrence of such conditions could have an adverse effect upon our agricultural supply chain. We and our suppliers are dependent on sufficient amounts of quality water for operation of our breweries and key facilities and the key facilities of our significant suppliers. The suppliers of the agricultural raw materials we purchase are also dependent upon sufficient supplies of quality water for their fields. A substantial reduction in water in certain agricultural areas could result in material losses of crops, such as barley or hops, which could lead to a shortage of our product supply. If water available to our operations or the operations of our suppliers becomes scarce or the quality of that water deteriorates, we may incur increased production costs that we are unable or choose not to pass along to distributors through increased prices, or face production constraints, which could adversely affect our business and financial results.

~~The~~Poor ~~integration~~investment ~~and~~performance ~~use~~ of ~~artificial~~pension ~~intelligence~~plan holdings and ~~similar~~other ~~technology~~factors inimpacting ~~our~~pension ~~business~~plan ~~presents~~costs ~~challenges~~ and ~~risks~~contributions ~~that~~ could ~~adversely~~unfavorably ~~impact~~affect our business, ~~reputation~~liquidity and ~~results~~our offinancial ~~operations~~results. ~~The~~ Our ~~use~~costs of ~~artificial~~providing ~~intelligence,~~defined ~~combined~~benefit ~~with~~pension anplans ~~uncertain~~are ~~regulatory~~dependent ~~environment,~~upon ~~may~~a ~~result~~number inof ~~reputational harm~~factors, ~~liability,~~such oras ~~other~~the ~~adverse~~rates ~~consequences~~of toreturn ~~our~~on ~~brands,~~the ~~marketing~~plans' ~~and~~assets, ~~business~~discount ~~operations.~~rates, ~~Molson~~the ~~Coors~~level orof ~~its~~interest ~~third-party~~rates ~~vendors~~used ~~may~~to ~~adopt~~measure ~~and~~the ~~integrate~~required ~~artificial~~minimum ~~intelligence~~funding ~~tools~~levels into our systems for specific use cases after review by legal and information security and in alignment with internal oversight and policies and procedures. Our vendors and third-party partners may incorporate artificial intelligence tools into their offerings with or without disclosing this use to us. The providers of ~~these~~the ~~artificial~~plans, ~~intelligence~~exchange ~~tools~~rate ~~may~~fluctuations, ~~not~~government ~~meet~~regulation, ~~existing~~court orrulings ~~evolving regulatory~~ or ~~industry~~other ~~standards~~changes ~~concerning~~in ~~privacy~~legal ~~and data protection~~requirements, ~~which~~global ~~may~~equity ~~result~~prices, inand aour ~~loss~~required ~~of intellectual property or confidential information~~ and/or ~~cause~~voluntary ~~harm~~contributions to ~~our reputation and~~ the ~~public perception of the effectiveness of our security measures~~plans. ~~Further,~~Although ~~bad~~we ~~actors~~comply ~~around~~with the ~~world~~minimum ~~use~~funding ~~increasingly sophisticated methods~~requirements, ~~including~~we ~~the~~have ~~use~~certain ofqualified ~~artificial~~pension ~~intelligence,~~plans towith ~~engage~~obligations inwhich ~~cyberattacks~~exceed ~~or illegal activities involving~~ the ~~theft~~value ~~and misuse~~ of ~~personal~~the ~~information,~~plans' ~~confidential information and intellectual property~~assets. ~~The~~These ~~technologies~~funding ~~underlying~~requirements ~~artificial~~also ~~intelligence~~may ~~and~~require ~~their~~contributions ~~use~~even ~~cases~~when ~~are~~there ~~rapidly developing, and it~~ is ~~not~~no ~~possible~~reported todeficit. ~~predict~~Without ~~all~~sustained ofgrowth in the ~~legal,~~pension ~~operational~~investments orover ~~technological~~time ~~risks related~~ to increase the ~~use~~value of ~~artificial~~the ~~intelligence.~~plans' ~~While new artificial intelligence initiatives~~assets, ~~laws~~ and ~~regulations~~depending ~~are~~upon ~~emerging~~the ~~and~~other ~~evolving,~~factors ~~uncertainty~~as ~~will~~listed ~~remain~~above, ~~and~~we ~~our~~could ~~obligation~~be required to ~~comply~~fund ~~with~~ the ~~evolving~~plans ~~regulatory~~with ~~landscape~~significant ~~could~~amounts ~~entail~~of ~~significant~~cash. ~~costs,~~Such ~~negatively~~cash ~~affect~~funding ~~our~~obligations ~~business,~~ (or ~~limit~~the ~~our~~timing ~~ability~~of tosuch ~~incorporate~~contributions) ~~certain~~could ~~artificial~~have ~~intelligence~~a ~~capabilities~~material ~~into~~adverse ~~our~~effect ~~business.~~on ~~Any of these factors or outcomes could damage~~ our ~~brands~~cash ~~and reputation~~flows, ~~result~~credit inrating, ~~the~~cost ~~loss~~ of ~~valuable~~borrowing, ~~property~~financial ~~and~~position ~~information~~ and/or ~~otherwise~~results ~~adversely~~of ~~impact our business~~operations.

Complications in the design or implementation of our expanded and optimized enterprise resource planning ("ERP") system could adversely affect our business and operations. We rely heavily on information systems and technology to manage operations and report results. Beginning in the third quarter of 2025, we initiated a multi-year implementation of a global ERP system intended to replace legacy operating and financial systems with a single global system. This system is being designed to maintain accurate financial records, underpin operational capabilities and provide timely information to senior management. The implementation requires significant personnel and financial resources and may involve delays, cost overruns or other challenges. Disruptions or failures during design or implementation could impair critical processes, including forecasting, manufacturing, procurement, vendor payments, customer ordering and fulfillment, revenue recognition, receivables collection, contractual compliance, and internal controls and financial reporting. If we are unable to execute the implementation as planned, our financial position, operating results and cash flow could be negatively impacted. Furthermore, if the ERP system does not function as intended, the effectiveness of our internal control over financial reporting could be compromised.

Further, as we implement our new ERP system, our exposure to system attacks may be elevated because we will be operating current and new processes in parallel and must simultaneously protect both the new system and legacy systems. Additionally, our implementation of the ERP system involves greater utilization of third-party cloud computing services in connection with our business operations. Problems faced by us or our third-party cloud computing providers, including technological or business-related disruptions, as well as cybersecurity threats, could adversely impact our business, results of operations and financial condition for future periods.

Table o f Contents

Risks Related to Our Indebtedness, Capital Structure and Financial Condition

Our debt level subjects us to financial and operating risks, and the agreements governing such debt subject us to financial and operating covenants and restrictions. Our indebtedness subjects us to various financial and operating covenants, including, but not limited to, restrictions on priority indebtedness, leverage thresholds, liens, certain types of secured debt and certain types of sale lease-back transactions and transfers of assets, each of which may limit our flexibility in responding to our business needs. If we are not able to maintain compliance with stated financial covenants or if we breach other covenants in any debt agreement, we could be in default under such agreement or trigger a cross-default of other debt instruments. Such a default would adversely affect our credit ratings, may allow our creditors to accelerate the related indebtedness, and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

Our current and future debt levels and the terms of such debt could, among other things:

•make it more difficult to satisfy our obligations under the terms of our indebtedness;

•limit our ability to refinance our indebtedness on terms acceptable to us, or at all, or obtain additional financing for working capital, capital expenditures, strategic opportunities, including acquisitions or other investments, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity;

22•limit our flexibility to plan for and adjust to changing business and market conditions, including successfully execute our business strategy, and increase our vulnerability to general adverse economic and industry conditions;

~~Table~~•require us to make unfavorable changes to our financing structure or require us to dedicate a substantial portion of ~~Contents~~our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund strategic opportunities, including acquisitions or other investments, working capital, capital expenditures, dividend payments, share repurchases and other general corporate requirements; and

•limit our flexibility to plan for and adjust to changing business and market conditions, including successfully execute our Acceleration Plan, and increase our vulnerability to general adverse economic and industry conditions;

•require us to make unfavorable changes to our financing structure or require us to dedicate a substantial portion of our cash flow to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund strategic opportunities, including acquisitions or other investments, working capital, business activities, share repurchases and other general corporate requirements; and

•adversely impact our competitive position in the industry.

In addition, certain of our current and future debt and derivative financial instruments have or, in the future, could have interest rates that are tied to reference interest rates. The volatility and availability of such reference rates are out of our control and the risks related thereto could have a material adverse effect on us.

A deterioration in our credit rating could increase our borrowing rates or have an adverse effect on our ability to obtain future financing or refinance current debt. Ratings agencies may downgrade our credit ratings below their current investment grade levels if we are, or are at risk of being, unable to meet our deleveraging commitments. Although we have publicly expressed our intention to maintain an investment grade debt rating, ratings are determined by third-party rating agencies and in some cases the events that may cause us to suffer a ratings downgrade are unpredictable and outside of our control, such as evolving industry dynamics, changes in consumer taste preferences and behaviors, the macroeconomic climate or political instability. A credit rating downgrade, particularly a downgrade below investment grade, could increase our costs of future borrowing, negatively impact our hedging instruments or sources of short-term liquidity and harm our ability to refinance our debt in the future on acceptable terms or access the capital markets, all of which could have a material adverse effect on our financial position. Deterioration of our credit rating may also raise governance issues within ~~the~~our Company and with external regulators.

Default by, or failure of, one or more of our counterparty financial institutions could cause us to incur significant losses. As part of our risk management activities, we enter into transactions involving derivative financial instruments, including, among others, forward contracts, commodity swap contracts and option contracts, with various financial institutions. In addition, we have significant amounts of cash and cash equivalents on deposit or in accounts with banks or other financial institutions in the U.S. and abroad. As a result, we are exposed to the risk of default by, or failure of, counterparty financial institutions. The risk of counterparty default or failure may be heightened during economic downturns and periods of uncertainty in the financial markets. If one of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or to retrieve our assets that are deposited or held in accounts with such counterparty may be limited by the counterparty's liquidity or the applicable laws governing the insolvency or bankruptcy proceedings.

We may incur impairments of the carrying value of our goodwill and other intangible assets which could have a material adverse effect on our financial results. In connection with various business combinations, we have historically allocated material amounts of the related purchase prices to goodwill and other intangible assets, including those considered to have indefinite useful lives. These assets are tested for impairment when required by accounting principles generally accepted in the United States, using estimates and assumptions affected by factors such as economic and industry conditions and changes in operating performance. Additionally, in conjunction with the indefinite-lived intangible asset impairment tests, we also reassess each asset's indefinite-life classification. Potential resulting charges from an impairment of goodwill or brand intangible, as well as reclassification of an indefinite-lived to a definite-lived brand intangible, could have a material adverse effect on our results of operations. For example, the results of our 2022 annual goodwill impairment testing indicated that the fair value of our Americas reporting unit was below its carrying value. As a result, we recorded a partial impairment charge of $845.0 million in our consolidated statements of operations during the fourth quarter of 2022. Additionally, the results of our 2023 annual impairment testing indicated that the carrying value of the Staropramen family of brands indefinite-lived intangible asset was determined to be in excess of its fair value such that a partial impairment charge of $160.7 million was recorded in our consolidated statements of operations during the fourth quarter of 2023. As of the year ended December 31, 2024, the EMEA&APAC reporting unit was fully impaired while the Americas reporting unit had $5.6 billion of goodwill remaining.

Table o f Contents

~~Our~~We ~~impairment~~may ~~analysis,~~incur ~~conducted~~impairments as of ~~October 1, 2024,~~ the ~~first~~carrying ~~day~~value of our ~~fiscal~~goodwill ~~fourth~~and ~~quarter,~~other ~~indicated~~intangible ~~that~~assets ~~the~~which ~~Americas~~could ~~reporting~~have ~~unit~~a ~~was~~material atadverse aeffect ~~heightened~~on ~~risk~~our offinancial ~~future~~results. In ~~impairment~~connection inwith ~~the~~various ~~event~~business ofcombinations, ~~significant~~we ~~unfavorable~~have ~~changes~~historically inallocated material amounts of the ~~forecasted~~related ~~cash~~purchase ~~flows~~prices ~~(including~~to ~~Company-specific~~goodwill ~~risks~~and ~~like~~other ~~the~~intangible ~~performance~~assets, ofincluding ~~our~~those ~~premiumization~~considered ~~efforts,~~to ~~expansion~~have inindefinite ~~products~~useful ~~beyond~~lives. ~~beer~~These ~~and~~assets ~~overall~~are ~~market~~tested ~~performance,~~for ~~along~~impairment ~~with~~when ~~macroeconomic~~required ~~risks,~~by oraccounting ~~significant~~principles ~~unfavorable~~generally ~~changes~~accepted in ~~income~~the ~~tax~~United ~~rates~~States, ~~environmental~~using orestimates ~~other~~and ~~regulations,~~assumptions ~~including~~affected ~~interpretations~~by ~~thereof),~~factors ~~terminal~~such ~~growth~~as ~~rates,~~economic ~~market~~and ~~multiples~~industry conditions and~~/or~~ ~~weighted-average~~changes ~~cost~~in ofoperating ~~capital~~performance. ~~utilized~~Additionally, in conjunction with the ~~discounted~~indefinite-lived ~~cash~~intangible ~~flow~~asset ~~analyses~~impairment tests, we also reassess each asset's indefinite-life classification. ~~The~~Potential ~~fair~~resulting ~~values~~charges offrom ~~our~~an ~~Americas~~impairment ~~reporting~~of ~~unit~~goodwill ~~and~~or ~~indefinite-lived~~brand intangible, ~~assets~~as ~~are~~well ~~sensitive~~as toreclassification ~~the~~of ~~aforementioned~~an ~~potential~~indefinite-lived ~~unfavorable~~to ~~changes~~a ~~that~~definite-lived brand intangible, could have ana material adverse ~~impact~~effect on ~~future~~our ~~analyses~~results of operations. ~~Any~~For ~~future~~example, ~~impairment~~during the third quarter of ~~the~~2025, ~~Americas~~as ~~reporting~~we ~~unit~~began orupdating our ~~intangible~~long-range ~~assets,~~plan orbased ~~reclassification~~on ofcurrent ~~indefinite-lived~~year ~~intangible~~results ~~assets~~ to ~~definite-lived~~date and industry conditions, ~~may~~we ~~result~~identified ina ~~charges~~triggering event that ~~could~~indicated ~~have~~it awas ~~material~~more ~~adverse~~likely ~~effect~~than onnot ~~our~~that ~~financial~~the ~~results,~~carrying asvalue ~~evidenced~~of by the ~~charges~~Americas ~~incurred~~reporting ~~during~~unit ~~the~~exceeded ~~fourth~~its ~~quarters~~fair value. An impairment test was completed as of ~~2023~~August 31, 2025 and ~~2022~~as a result, asthe ~~previously~~carrying ~~noted~~value ~~above.~~of ~~The~~the ~~testing~~Americas reporting unit was determined to be in excess of ~~our~~its ~~goodwill~~fair ~~for~~value ~~impairment~~such isthat ~~also~~a ~~predicated~~partial ~~upon~~goodwill ~~our~~impairment ~~determination~~loss of $3,645.7 million was recorded in our ~~reporting~~consolidated ~~units.~~statements ~~Any~~of ~~change~~operations toduring the ~~conclusion~~third quarter of ~~our~~2025. ~~reporting~~In ~~units~~addition, orduring the ~~aggregation~~fourth quarter of ~~components~~2022, ~~within~~we ~~our~~recorded ~~reporting~~a ~~units~~partial ~~could~~goodwill ~~result~~impairment incharge aof ~~different~~$845.0 ~~outcome~~million toas a result of our 2022 annual goodwill impairment ~~test.~~testing ~~See~~of ~~Part II—Item 7~~the ~~Management's~~Americas ~~Discussion~~reporting ~~and~~unit ~~Analysis~~in ofour ~~Financial~~consolidated ~~Condition~~statements ~~and~~of ~~Results~~operations ofduring ~~Operations,~~the ~~"Critical~~fourth ~~Accounting~~quarter ~~Estimates"~~of ~~and~~2022. ~~Part II—Item 8~~As ~~Financial~~of ~~Statements~~the ~~and~~year ~~Supplementary~~ended ~~Data~~December 31, ~~Note 6~~2025, ~~"Goodwill~~the ~~and~~EMEA&APAC ~~Intangible~~reporting ~~Assets"~~unit ~~for~~was ~~additional~~fully ~~information~~impaired ~~related~~while to the ~~results~~Americas ofreporting ~~our~~unit ~~annual~~had ~~impairment~~$1.9 ~~testing~~billion of goodwill remaining.

~~The~~Further, ~~estimates~~during ~~and~~the ~~assumptions~~third onquarter ~~which~~of ~~our~~2025, ~~financial~~as ~~projections~~we ~~are~~began ~~based~~updating ~~may~~our ~~prove~~long-range toplan bebased ~~inaccurate,~~on ~~which may cause~~ our ~~actual~~current year results to ~~materially~~date, ~~differ~~we ~~from~~identified ~~such~~a ~~projections,~~triggering ~~which~~event ~~may~~for ~~adversely~~the ~~affect~~Blue ~~our~~Run ~~future~~Spirits ~~profitability,~~asset ~~cash~~group ~~flows~~in ~~and~~the ~~stock~~Americas ~~price~~segment. ~~Our~~ ~~financial~~The ~~projections,~~results ~~including~~of ~~any~~our ~~sales~~recoverability ortest ~~earnings~~indicated ~~guidance~~that orthe ~~outlook~~carrying wevalue ~~may~~was ~~provide~~in ~~from~~excess ~~time~~of toits ~~time,~~fair ~~are~~value ~~dependent on certain estimates~~ and ~~assumptions~~a ~~related~~full ~~to,~~impairment ~~among~~of ~~other~~the ~~things,~~definite-lived ~~our~~intangible ~~Acceleration~~brand ~~Plan,~~of ~~industry~~$75.3 million ~~performance,~~was ~~category~~recorded ~~growth,~~in ~~development~~our ~~and~~consolidated ~~launch~~statements of ~~innovative~~operations ~~new~~during ~~products,~~the ~~market~~third ~~share~~quarter ~~projections,~~of ~~product~~2025. ~~pricing,~~In ~~sales~~addition, ~~volume~~during ~~and~~the ~~product~~third ~~mix,~~quarter ~~foreign~~of ~~exchange rates and volatility~~2025, ~~effective~~as ~~tax~~we ~~rates,~~began ~~interest~~updating ~~rates,~~our ~~depreciation~~long-range ~~and~~plan ~~amortization~~based ~~costs,~~on ~~commodity~~current ~~prices,~~year ~~tariffs,~~results ~~distribution~~to ~~costs~~date, ~~cost~~we ~~savings~~identified ~~initiatives,~~a ~~accruals~~triggering event for ~~estimated~~the ~~liabilities,~~Staropramen ~~including~~family ~~litigation reserves, measurement~~ of ~~benefit~~brands ~~obligations~~in ~~for~~the ~~pension~~EMEA&APAC ~~and~~segment. ~~other~~The ~~postretirement~~results ~~benefit~~of ~~plans,~~the ~~and~~recoverability ~~our~~test ~~ability~~indicated tothat ~~generate~~the ~~sufficient~~carrying ~~cash~~value ~~flow~~was ~~to reinvest~~ in ~~our~~excess ~~existing~~of ~~business,~~its ~~fund~~fair ~~internal~~value ~~growth,~~and ~~repurchase~~a ~~our~~partial ~~stock,~~impairment ~~make~~loss ~~acquisitions,~~of ~~invest in joint ventures, pay dividends and meet debt obligations~~$198.6 million Inwas ~~addition,~~recorded ~~our~~in ~~ability to achieve~~ our ~~Acceleration~~consolidated ~~Plan~~statements ~~goals,~~of ~~and~~operations during the ~~anticipated~~third ~~benefits,~~quarter ~~are~~of ~~subject to various assumptions and uncertainties~~2025. ~~There~~In isconjunction nowith ~~assurance~~the ~~that~~impairment wereview ~~will~~of ~~fully realize~~ the ~~anticipated~~Staropramen ~~financial~~family ~~benefits~~of orbrands, ~~execute~~we ~~successfully~~also onreassessed ~~our Acceleration Plan in~~ the ~~time~~brand's ~~frames~~indefinite-life weclassification ~~desire~~and ordetermined atthat ~~all.~~certain ~~Our~~factors ~~financial~~supported ~~projections~~the ~~are~~reclassification ~~based~~to ona ~~historical~~definite-lived ~~experience~~intangible ~~and~~asset, ~~on various other estimates~~ and ~~assumptions~~therefore ~~that~~ we ~~believe~~assigned toa beuseful ~~reasonable~~life ~~under~~of ~~the~~50 ~~circumstances~~years. ~~and~~In ataddition, during the ~~time~~fourth ~~they~~quarter ~~are~~of ~~made~~2023, ~~and~~a ~~our~~partial ~~actual~~impairment ~~results~~charge ~~may~~of ~~differ materially from our financial projections~~$160.7 million ~~Any~~was ~~material~~recorded ~~variation~~as ~~between~~a ~~our~~result ~~financial~~of ~~projections and~~ our ~~actual~~2023 ~~results~~annual ~~may~~impairment ~~adversely~~testing ~~affect~~of ~~our~~the ~~future~~Staropramen ~~profitability,~~family ~~cash~~of ~~flows and stock price~~brands.

As a result of the partial impairment charge recorded during the third quarter of 2025, the Americas reporting unit is still considered to be at a heightened risk of future impairment in the event of significant unfavorable changes in the forecasted cash flows (including Company-specific risks like the performance of our premiumization efforts, expansion in products beyond beer and overall market performance, along with macroeconomic risks, or significant unfavorable changes in income tax rates, environmental or other regulations, including interpretations thereof), terminal growth rates, market multiples and/or weighted-average cost of capital utilized in the discounted cash flow analyses.

The fair values of our Americas reporting unit and indefinite-lived intangible assets are sensitive to the aforementioned potential unfavorable changes that could have an adverse impact on future analyses. Any future impairment of the Americas reporting unit or our intangible assets, or reclassification of indefinite-lived intangible assets to definite-lived, may result in charges that could have a material adverse effect on our financial results, as evidenced by the charges incurred during the third quarter of 2025 as well as 2023 and 2022, as previously noted above. The testing of our goodwill for impairment is also predicated upon our determination of our reporting units. Any change to the conclusion of our reporting units or the aggregation of components within our reporting units could result in a different outcome to our annual impairment test. See Part II—Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations, "Critical Accounting Estimates" and Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible Assets" for additional information related to the results of our annual impairment testing.

The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price. Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, our current strategy, industry performance, category growth, development and launch of innovative new products, market share projections, product pricing, sales, volume and product mix, foreign exchange rates and volatility, effective tax rates, interest rates, depreciation and amortization costs, commodity prices, tariffs, distribution costs, cost savings initiatives, accruals for estimated liabilities, including litigation reserves and potential increases in costs under our self-insured health care plans, measurement of benefit obligations for pension and other postretirement benefit plans, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, invest in joint ventures, pay dividends and meet debt obligations. In addition, our ability to achieve the goals set by our current strategy, including the Americas

Table o f Contents

Restructuring Plan announced in October of 2025, and the anticipated benefits, are subject to various assumptions and uncertainties. There is no assurance that we will fully realize the anticipated financial benefits or execute successfully on our current strategy in the time frames we desire or at all. Our financial projections are based on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances and at the time they are made, and our actual results may differ materially from our financial projections. Any material variation between our financial projections and our actual results may adversely affect our future profitability, cash flows and stock price.

Risks Related to Our Dependence on Third Parties

We rely on a small number of suppliers to obtain the input materials, in particular the packaging materials, we need to operate our business. The inability to obtain materials or disruptions at the facilities of our suppliers could unfavorably affect our ability to produce our products, which could have a material adverse effect on our business and financial results. We purchase certain types of input and other packaging materials, including aluminum cans and bottles, glass bottles, paperboard and carbon dioxide from a small number of suppliers. The demand for such input materials in the beverage industry has increased in recent years, and resulted in a shortage of capacity and increases in costs. In addition, consolidation of packaging materials suppliers has reduced local supply alternatives and increased risks of supply disruptions. The inability of any of these suppliers to meet our production requirements without sufficient time to develop an alternative source could have a material adverse effect on our business and financial results. Additionally, if the financial condition of these suppliers deteriorates, our business and financial results could be adversely impacted. Our suppliers’ financial condition is affected in large part by conditions and events that are beyond our and their control, including:

•macroeconomic and political instability in the countries in which they operate;

•competitive and general market conditions in the locations in which they operate;

•the availability of capital and other financing resources on reasonable terms;

•loss of major customers;

•disruptions of operations that may be caused by strikes, work stoppages, labor unrest, fire or natural disasters;

•the increase in price of certain ingredients and raw materials used in our products; or

•any of the foregoing, among other things, as a result of the Russia-Ukraine conflict or otherwise.

24Our ability to secure the correct quantities of raw and packaging materials on a timely basis depends on our ability to forecast demand for our finished products. Significant variances between forecasted and actual sales could disrupt supplier operations, which in turn could result in certain product shortages and increase the risk of customers switching to competitor brands.

~~Table~~Termination or changes of ~~Contents~~one or more manufacturer, distribution or production agreements, or issues caused by our dependence on the parties to these agreements, could have a material adverse effect on our business and financial results. We manufacture and distribute products of other beverage companies through various joint ventures, licensing, distribution, contract brewing or other similar arrangements, such as our agreement to produce, import, market, distribute and sell certain Heineken brands in Canada, and our arrangements with ABI to brew and distribute Beck's, Stella Artois, and Lowenbrau and to distribute Hoegaarden, Leffe, and Corona in Central Europe. We also have authorizations from Red Tree Beverages, LLC that grant us the right to produce, market, advertise, promote, sell and distribute products bearing the Simply Spiked trademark in the U.S. and Canada, as well as the Topo Chico Hard Seltzer trademark in the U.S. In addition, we have a license agreement to produce, market, distribute and sell Fever-Tree products in the U.S. These agreements have varying expiration dates and performance criteria. The non-renewal or loss of one or more of these arrangements, because of failure to perform or failure to agree to terms of an extension, or as a result of industry consolidation or otherwise, could have a material adverse effect on our business and financial results.

~~Termination~~As orpart ~~changes~~ of ~~one~~our orefforts ~~more~~to ~~manufacturer,~~streamline ~~distribution~~operations orand ~~production~~to ~~agreements~~manage capital investments, orwe ~~issues~~outsource ~~caused~~aspects byof our ~~dependence~~manufacturing onprocesses ~~the~~and ~~parties~~other tofunctions ~~these~~and ~~agreements,~~continue ~~could~~to ~~have~~evaluate aadditional ~~material~~outsourcing. ~~adverse~~If ~~effect on~~ our ~~business~~contract ~~and~~manufacturers ~~financial~~or ~~results. We manufacture and distribute products of~~ other ~~beverage~~outsourcers ~~companies~~fail ~~through~~to ~~various~~perform ~~joint~~their ~~venture,~~obligations ~~licensing,~~in ~~distribution,~~a ~~contract~~timely ~~brewing~~manner or ~~other~~at ~~similar~~satisfactory ~~arrangements~~quality levels, ~~such as~~ our ~~agreement~~ability to ~~produce,~~bring ~~import,~~products to market, ~~distribute~~ and ~~sell~~our ~~certain~~reputation ~~Heineken~~could ~~brands~~suffer. inFor ~~Canada~~example, ~~and~~during ~~our~~a ~~arrangements~~market ~~with~~upturn, ~~ABI~~our tocontract ~~brew~~manufacturers ~~and~~may ~~distribute~~be ~~Beck's,~~unable ~~Stella~~to ~~Artois,~~meet ~~and~~our ~~Lowenbrau~~demand ~~and to distribute Hoegaarden~~requirements, ~~Leffe,~~which ~~and~~may ~~Corona~~preclude inus ~~Central~~from ~~Europe.~~fulfilling Inour ~~addition,~~customers’ weorders ~~also~~on ~~have~~a ~~authorizations~~timely ~~from~~basis. The ~~Coca-Cola~~ability ~~Company~~of ~~that~~these ~~grant~~third usparties ~~the~~to ~~right~~perform tois ~~produce,~~largely ~~market,~~outside ~~sell~~of ~~and~~our ~~distribute~~control. ~~Simply~~If ~~Spiked~~one ~~branded~~or ~~products~~more inof ~~the~~these ~~U.S.~~parties ~~and~~experiences ~~Canada,~~a assignificant ~~well~~disruption asin ~~Topo~~services ~~Chico~~or ~~Hard~~institutes ~~Seltzer~~a insignificant ~~the~~price ~~U.S.~~increase, ~~These~~we ~~agreements~~may have ~~varying~~to ~~expiration~~seek ~~dates~~alternative ~~and~~providers, ~~performance~~which ~~criteria.~~could ~~The~~increase ~~non-renewal~~our costs or ~~loss~~prevent ofor ~~one~~delay orthe ~~more~~delivery of ~~these~~our ~~arrangements~~products. Further, ~~because~~our ofbusiness ~~failure~~includes tovarious ~~perform~~joint orventures ~~failure~~and toindustry ~~agree~~agreements towhich ~~terms~~optimize parts of anthe ~~extension~~supply chain. For example, orwe ashave aentered ~~result~~into ofjoint ~~industry~~ventures ~~consolidation~~with orBall ~~otherwise~~Corporation (i.e., ~~could~~Rocky ~~have~~Mountain aMetal ~~material~~Container), ~~adverse~~and ~~effect~~with onOwens-Brockway ~~our~~Glass ~~business~~Container ~~and~~Inc. ~~financial results~~(i.e., Rocky Mountain Bottle

As part of our efforts to streamline operations and to manage capital investments, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers’ orders on a timely basis. The ability of these third parties to perform is largely outside of our control. If one or more of these parties experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, which could increase our costs or prevent or delay the delivery of our products. Further, our business includes various joint venture and industry agreements which standardize parts of the supply chain. An example includes our warehousing and customer delivery systems in Canada organized under joint venture agreements with other brewers. Any negative change in these agreements or material terms within these agreements could have a significant adverse effect on our business and financial results. Another example is the secondary distribution in the U.K. which has limited options. If we are unable to continue to outsource our secondary distribution services, we may have to in-source distribution which could have adverse impacts to our business and financial results.

Risks Related to Legal Matters, Governmental Regulations and our International Operations

Changes in tax, environmental, trade or other regulations or failure to comply with existing licensing, trade and other regulations could cause volatility or have a material adverse effect on our business and financial results. Our business is highly regulated by national, state, provincial and local laws and regulations in various jurisdictions regarding such matters as tariffs, licensing requirements, trade and pricing practices, taxation, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental matters, packaging material regulations, ingredient regulations, unclaimed property and other matters. These laws and regulations are subject to frequent changes and re-evaluation, varying interpretations and political debate and inquiries from government regulators charged with their enforcement, which could have a material adverse effect on our business and financial results.

Changes to U.S. or foreign trade policies, impositions of new or increased tariffs, other trade restrictions or other government actions, including any government shutdown, foreign currency fluctuations, including devaluations and fear of exposure to or actual impacts of a widespread disease outbreak, may lead to the continuation or escalation of such risks and uncertainty.

Furthermore, changes to existing tax laws or the adoption of new tax policies, regulations, guidance or laws, particularly in the U.S., U.K. and Canada, could have a material adverse impact to our effective tax rate, future cash tax payments and our financial results in general. In addition, the current economic and political environment, including the focus on corporate tax reform, anti-base erosion rules and tax transparency, may result in significant tax law changes in the numerous jurisdictions in which we operate and could have a material adverse impact to our effective tax rate, future cash tax payments and our financial results in general. In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 ("IRA"), which included among other provisions, a 15% minimum tax on "adjusted financial statement income" and became effective for the Company beginning January 1, 2023. Recently, intergovernmental organizations such as the Organization for Economic Co-operation and Development ("OECD") and European Union ("EU") have proposed or enacted changes to the existing tax laws of member countries. For instance, in 2021 the OECD introduced model rules for a new 15% global minimum tax framework, which is effective for fiscal years beginning on or after December 31, 2023 in jurisdictions with enacted legislation. Additionally, several non-EU countries, including Canada and the U.K., have recently proposed and/or enacted legislation consistent with the OECD global minimum tax framework. The OECD and implementing countries are expected to continue to make further revisions to their minimum tax legislation and release additional guidance. The OECD has also proposed rules on the allocation of profit among tax jurisdictions in which companies operate. These enacted tax laws and regulations and proposed rules, including the release of additional related guidance, could adversely impact our financial results in fiscal year 2025 and possibly beyond.

Table o f Contents

~~Continued~~Company), ~~economic~~for ~~and~~a ~~political~~portion ~~pressures~~of toour ~~increase~~aluminum ~~tax~~and ~~revenues~~glass packaging supply in ~~jurisdictions~~the U.S., respectively. Another example includes our warehousing and customer delivery systems in ~~which~~Canada weorganized ~~operate,~~under joint venture agreements with other brewers. Any negative change in these agreements or material terms within these agreements could have a significant adverse effect on our business and financial results. Another example is the ~~adoption~~secondary ofdistribution ~~new~~in orthe ~~reformed~~U.K. ~~tax~~which ~~legislation~~has orlimited ~~regulation~~options. If we are unable to continue to outsource our secondary distribution services, we may ~~make~~have ~~resolving~~to ~~tax~~in-source ~~disputes~~distribution ~~more~~which ~~difficult,~~could have adverse impacts to our business and ~~prior~~financial ~~decisions~~results. byAdditionally, ~~tax~~in ~~authorities~~the ~~regarding~~U.K. ~~treatments~~we market, distribute and ~~positions~~sell the products of ~~corporate~~other ~~income~~beverage ~~taxes~~companies ~~could~~through beour ~~subject~~factored channel whereby we provide a one-stop shop service to ~~enforcement~~on-premise ~~activities~~customers, ascombining ~~well~~spirits, assoft ~~legislative~~drinks, ~~investigation~~wines and ~~inquiry,~~beer ~~which~~products. ~~could~~If ~~also~~these ~~result~~factored inagreements ~~changes~~are innot ~~tax~~renewed ~~policies~~due orto ~~prior~~consolidations, ~~tax~~market ~~rulings.~~conditions ~~The~~or ~~final~~competitors ~~resolution~~securing ofthe ~~tax~~contracts, ~~audits~~or ~~and~~we ~~any~~fail ~~related~~to ~~litigation~~deliver ~~can~~any ~~differ~~sales ~~from~~commitments ~~our~~under ~~historical~~such ~~provisions~~partnerships, ~~and~~this ~~accruals,~~may ~~resulting~~have ina anmaterial adverse effect on our financial ~~performance~~and business operations.

~~The~~Risks ~~government(s)~~Related of each country in which we sell our products, including state and local jurisdictions in the U.S., levy excise taxes at varying rates. Additionally, U.S. governmental entities also levy taxes and may require bonds to ~~ensure~~Legal ~~compliance with applicable laws and regulations. Increases in excise taxes~~Matters, ~~and~~Governmental ~~such~~Regulations ~~compliance taxes~~ and ~~bonds, could have a material adverse effect on~~ our ~~profitability.~~International Operations

~~Additionally,~~Changes ~~modifications~~in ~~of laws and policies governing foreign trade and investment~~environmental, ~~including~~ trade ~~agreements~~or ~~and~~other ~~tariffs~~regulations ~~such~~or asfailure ~~the~~to ~~United~~comply ~~States-Mexico-Canada~~with ~~Agreement~~existing licensing, ~~the~~trade ~~European~~and ~~Union-United~~other ~~Kingdom~~regulations ~~Trade~~could ~~and~~cause ~~Cooperating~~volatility ~~Agreement,~~ or ~~aluminum~~have ~~tariffs,~~a ~~could~~material ~~adversely~~adverse ~~affect~~effect on our ~~supply chain,~~ business and financial results. Our ofbusiness ~~operations. For~~is ~~example,~~highly inregulated ~~June~~by ~~2018~~national, ~~U.S. tariffs on aluminum imports from Canada~~state, ~~Mexico~~provincial and EUlocal ~~went~~laws ~~into~~and ~~effect~~regulations ~~(though~~in ~~the~~various ~~U.S.~~jurisdictions ~~lifted~~governing ~~the aluminum~~ tariffs, onlicensing, ~~Canada~~trade and ~~Mexico~~pricing inpractices, ~~May~~labeling, ~~2019)~~advertising, ~~which~~promotion ~~created volatility in the price of aluminum in the U.S.~~ and ~~increased~~marketing ~~the~~practices, ~~price~~distributor ofrelationships, ~~aluminum~~environmental ~~used~~matters, ~~in some of our product~~ packaging. ~~Continued~~and ~~imposition~~ingredient ~~of U.S. aluminum tariffs~~regulations, ~~the~~unclaimed ~~implementation~~property ~~of additional tariffs~~ and ~~retaliatory~~other ~~tariffs from trade partners or related uncertainties could further increase the cost of certain of our imported materials, thereby adversely affecting our profitability~~matters. InThese ~~addition,~~laws ~~the European Union-United Kingdom Trade~~ and ~~Cooperating~~regulations ~~Agreement~~are ~~became~~frequently ~~effective~~revised inor ~~May~~reinterpreted ~~2021~~ and ~~resulted~~are ininfluenced ~~certain~~by ~~disruptions~~political indevelopments ~~trade~~ and ~~the~~regulatory ~~movement~~scrutiny any of ~~goods, including prolonged transportation delays,~~ which ~~affected~~could ~~our~~have ~~ability~~a tomaterial ~~source~~adverse ~~raw~~effect ~~materials~~on ~~and packaging for~~ our ~~products~~business ~~as well as our ability to import~~ and ~~export~~financial ~~products~~results.

InIntervention ~~addition,~~by inlocal ~~February~~governments ~~2025,~~could ~~the~~accelerate ~~current~~transformational ~~U.S.~~changes ~~presidential administration imposed tariffs on foreign imports into the United States, including, most relevant~~ to ~~us,~~market ~~an additional 25% tariff on all imports from Canada, which tariffs were subsequently suspended for 30 days in order to facilitate negotiations~~structures. AsFor ~~of the date of this report~~example, the ~~proposed~~beer ~~tariffs~~markets ~~on all imports from Canada remain suspended. Certain of the products we sell are originally manufactured~~ in ~~countries other than~~ the U.S., ~~such~~and as Canada. ~~These~~have ~~tariffs~~historically ~~will~~consisted ~~increase~~of ~~the~~a ~~cost~~limited ofnumber ~~certain~~ of ~~our~~significant ~~products~~market ~~and~~participants ~~may~~with ~~negatively~~government-regulated ~~impact~~routes ~~our~~to ~~results of operations~~market. AtIn ~~this time~~Canada, itchanges ~~remains~~to ~~unclear~~provincial ~~what~~trade ~~additional~~rules ~~actions,~~and ~~if any~~regulations, ~~will~~distribution bemodels ~~taken~~and bypackaging ~~the~~requirements, ~~U.S.~~such oras ~~other governments with respect to international trade agreements,~~ the ~~imposition~~use of ~~additional~~government-owned ~~tariffs~~retail onoutlets ~~goods~~and ~~imported~~industry ~~into~~standard ~~the~~returnable ~~U.S.~~bottles, ~~tax~~may ~~policy~~be ~~related~~disadvantageous to ~~international~~us ~~commerce,~~and ~~increased~~adversely ~~export~~impact ~~control,~~our ~~sanctions~~business and ~~investment~~financial ~~restrictions,~~results. orIn ~~other~~the ~~trade~~second ~~matters.~~half ~~Other effects~~ of ~~these changes~~2024, ~~including impacts on~~ the ~~price~~Province of ~~raw~~Ontario ~~materials,~~expanded ~~responsive~~the orlicensed ~~retaliatory~~sale ~~actions~~of ~~from governments~~beer, ~~such~~wine ~~as retaliatory tariffs on imports into Canada from the U.S.,~~ and ~~the~~RTDs ~~opportunity for competitors not subject~~ to ~~such~~all ~~changes~~convenience tostores ~~establish~~and aall ~~presence~~eligible ingrocery ~~markets~~and ~~where~~big-box wegrocery ~~participate, could also have significant impacts on our results of operations, though whether any of the foregoing actions will be taken remains unclear~~stores. ~~Furthermore,~~This weongoing ~~may~~evolution ~~not be able to increase prices for our products enough to offset the impact~~ of ~~tariffs, which could negatively impact our margins. If we raise prices in response to tariffs,~~ the ~~demand~~Ontario ~~for~~beer ~~our~~market ~~products~~ may ~~decrease, which could also~~ have a ~~negative~~significant impact on ~~our~~the ~~sales.~~financial Weresults ~~cannot~~of ~~predict~~our ~~what~~ownership ~~further~~in ~~action~~Brewers ~~may be taken with respect to export restrictions~~Retail, ~~tariffs or trade relations between the U~~Inc.S. and ~~other~~adversely ~~governments,~~affect ~~and any further changes in U.S. or international trade policy could have an adverse impact on~~ our ~~business,~~ financial ~~condition and~~ results ~~of operations~~.

Furthermore, various jurisdictions have adopted, or may seek to adopt, additional product labeling or warning requirements, oras ~~limitations~~well as restrictions on the availability of our beverages ~~relating~~based toon perceived adverse health consequences offor ~~some~~certain of our beverages. IfAdditional ~~additional~~ or more ~~severe~~stringent requirements ~~of this type are imposed on one or more of our beverages under current or future laws or regulations, they~~ could ~~inhibit~~limit sales of such affected beverages in ~~such~~those jurisdictions. In addition, we cannot predict whether our beverages will become subject to ~~increased~~further labeling or warning rules and regulations ~~regarding labeling or warnings~~ which, if enacted, could increase our costs and/or adversely impact sales.

In addition, a number of governmental authorities, in the U.S. and internationally (including the U.K. and the EU), have enacted, are considering, or plan to introduce legislation targeting packaging materials. These initiatives include efforts to reduce plastic and other materials, eliminate single-use packaging, and expand funding for recycling infrastructure. The requirements of Extended Producer Responsibility ("EPR") and deposit return system ("DRS") legislation and regulations vary by jurisdiction, and such legislation, as well as voluntary initiatives aimed at reducing packaging waste, could reduce demand for our products, increase our compliance and other costs or otherwise adversely impact our business, financial condition and results of operations. Similarly, changes in environmental regulations, including regulations discouraging the use of certain materials or mandating alternatives, may increase compliance costs, materials costs, capital expenditures and investments, and other financial obligations for us and our business partners, which could negatively affect our profitability. We may be unable to implement price increases sufficient to offset these higher costs, and any such increases may result in lower sales volumes.

Changes to U.S. or foreign trade policies, including the imposition of new or increased tariffs, other trade restrictions or other government actions (including any government shutdown), as well as foreign currency fluctuations (including devaluations) and fear of exposure to or actual impacts of a widespread disease outbreak, may create or exacerbate such risks and uncertainty and adversely affect our business, financial condition, and results of operations.

Modifications of laws and policies governing international trade and investment, including tariffs, such as aluminum tariffs, and trade agreements such as the United States-Mexico-Canada Agreement and the European Union-United Kingdom Trade and Cooperating Agreement ("TCA"), could adversely affect our supply chain, business and results of operations. For example, the U.S. tariffs on aluminum imports imposed in June 2018 (and partially lifted in May 2019) created volatility in the price of aluminum in the U.S. and increased the price of aluminum used in some of our product packaging. Ongoing or additional U.S. tariffs, including on aluminum, retaliatory tariffs or related actions from trade partners, and related uncertainty may continue to increase the cost of certain of our imported materials and, adversely affect our profitability. The TCA, effective May 2021, also resulted in disruptions and transportation delays that affected our sourcing of raw materials and packaging for our products, as well as our ability to import and export products.

Table o f Contents

~~In addition~~Further, athroughout ~~number~~2025, ofadditional ~~governmental~~tariffs ~~authorities,~~imposed ~~both~~by in the current U.S. ~~and~~administration ~~abroad~~affected ~~(including~~ the ~~EU),~~cost ~~have~~of ~~considered,~~certain ~~and/or~~products ~~are~~manufactured ~~planning~~out tothe ~~introduce~~United ~~legislation~~States, ~~aimed~~including atcertain ~~packaging~~of our products, ~~reducing~~and contributed to fluctuations in the ~~amount~~price of ~~plastic~~aluminum and ~~other~~the ~~types~~Midwest ~~of material~~Premium. ~~Programs~~The ~~have~~increase ~~included~~in ~~recommendations~~Midwest ~~for~~Premium ~~Extended~~prices ~~Producer~~resulted ~~Responsibility ("EPR")~~in, ~~banning~~an ~~certain~~approximate ~~types~~$35 ofmillion ~~products,~~unfavorable ~~mandating~~impact ~~certain~~on ~~rates~~our ofresults ~~recycling,~~for ~~re-use~~the ~~and~~year ~~use~~ended ofDecember ~~recycled materials~~31, ~~imposing~~2025. ~~deposit~~Future ~~return~~actions ~~schemes~~by ~~("DRS")~~the ~~for~~U.S. ~~drinks containers~~ or ~~taxes~~foreign ~~on packaging material~~governments, ~~and~~such ~~requiring~~as ~~retailers~~new or ~~manufacturers~~additional totariffs, ~~take~~changes ~~back~~to ~~certain~~trade ~~packaging~~agreements ~~used~~or ~~for~~tax ~~their~~policies, ~~products.~~expanded ~~Such~~export ~~legislation~~controls, assanctions, ~~well~~investment asrestrictions, ~~voluntary~~or ~~initiatives~~other trade measures, ~~aimed~~remain uncertain at ~~reducing~~this ~~the~~time. ~~level~~These ~~of wastes~~developments, ~~could~~along ~~reduce~~with ~~the~~potential ~~demand~~shifts ~~for~~in ~~our~~raw ~~products~~material ~~that~~pricing, ~~includes~~retaliatory ~~in-scope~~government ~~packaging~~responses, ~~result~~or incompetitive ~~greater~~advantages ~~costs~~ for ~~producers~~companies ornot ~~otherwise~~subject ~~impact~~to ~~our~~the ~~business,~~same ~~financial~~trade ~~condition~~restrictions. ~~and~~could ~~results~~have ofsignificant ~~operations.~~impacts ~~Similarly,~~on ~~changes~~our inbusiness ~~applicable~~and ~~environmental~~financial ~~regulations~~results. Furthermore, ~~including~~we ~~increased~~may orbe ~~additional~~unable ~~regulations~~ to ~~discourage~~increase ~~the~~prices ~~use~~for ofour ~~particular~~products ~~materials~~sufficiently ~~(or~~to ~~encourage~~offset ortariff-related ~~mandate~~impacts, ~~the~~including ~~use~~increases ~~of other materials) may result~~ in ~~increased~~the ~~compliance~~Midwest ~~costs~~Premium, ~~increased~~and ~~materials~~any ~~costs,~~price ~~capital~~increases ~~expenditures,~~we ~~incremental~~do ~~investments~~implement ~~and~~could ~~other~~reduce ~~financial~~consumer ~~obligations~~demand for ~~us and~~ our ~~business partners~~products, each of which could ~~affect~~negatively impact our ~~profitability~~margins and sales. We ~~may~~cannot ~~not~~predict befuture ~~able~~trade topolicy ~~implement price increases for our products to cover any increased costs~~actions, and any ~~price~~further ~~increases~~changes wecould doadversely ~~implement~~impact ~~may~~our ~~result~~business, infinancial ~~lower~~condition ~~sales~~and ~~volumes~~results of operations.

Failure to comply with ~~existing~~current or future ~~laws~~environmental, ~~and regulations~~health, ~~including~~or ~~those~~other ~~related~~applicable tolaws ~~tax, environment~~ and ~~health,~~regulations (or changes into ~~these~~those laws, regulations, or interpretations) ~~thereof,~~ could result in the loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition and results of operations. ~~Additionally,~~In ~~uncertainties exist with respect to the interpretation of~~addition, ~~and potential future developments in, complex domestic and international tax laws and regulations,~~ the ~~amount~~nature and ~~timing~~complexity of ~~future~~our ~~taxable income and the interaction of such laws and regulations among jurisdictions. Given the wide range of~~ international business relationships and ~~the long-term nature and complexity of existing~~ contractual agreements, ~~differences~~may ~~arising~~lead ~~between~~to ~~the~~differences between actual results and the assumptions ~~made,~~used orin ~~future~~recording ~~changes to such assumptions~~expenses, ~~could~~and ~~necessitate~~ future adjustments tomay ~~taxable~~be ~~income~~required ~~and~~if ~~expense~~those ~~already~~assumptions ~~recorded~~change.

~~Unfavorable~~Changes ~~outcomes~~in oftax ~~legal or regulatory matters may adversely affect our business and financial condition and damage our reputation. There is a risk of~~laws, ~~and~~regulations weor ~~are~~tax ~~from~~rates ~~time~~could tocause ~~time~~volatility ~~involved in~~ or ~~subject~~have to a ~~variety~~material ofadverse ~~litigation,~~effect ~~claims,~~on ~~legal or regulatory proceedings or matters related to~~ our business, ~~the alcohol industry in general, our advertising~~ and ~~marketing~~financial ~~practices,~~results. Changes ~~product~~to ~~claims,~~existing ~~product~~tax ~~labeling~~laws ~~and ingredients, our intellectual property rights, alleged infringement~~ or ~~misappropriation~~the byadoption us of ~~intellectual~~new ~~property~~tax ~~rights of others~~policies, ~~tax~~regulations, ~~environmental,~~guidance ~~privacy,~~or ~~insurance~~laws, ~~ERISA~~particularly ~~and~~in ~~employment~~the ~~matters~~U. ~~Such matters~~S., ~~even~~U.K. ~~those~~and ~~that are ultimately non-meritorious~~Canada, ~~can~~could behave ~~complex,~~a ~~costly,~~material ~~and~~adverse ~~highly~~impact ~~disruptive~~ to ~~business~~our ~~operations~~effective bytax ~~diverting~~rate, ~~the~~future ~~attention~~cash ~~and~~tax ~~energies~~payments ~~of management~~ and ~~other key personnel, and may generate adverse publicity that damages~~ our ~~reputation~~financial orresults ~~brand~~in ~~image~~general. ~~The~~In ~~assessment~~addition, of the ~~outcome~~current ofeconomic ~~such~~and ~~matters~~political environment, including ~~our~~the ~~potential~~focus ~~liability, if any, is a highly subjective process that requires judgments about future events that are not within our control and are based~~ on ~~the~~corporate ~~information~~tax ~~available to management at that time. The outcome of such matters~~reform, ~~including~~anti-base ~~amounts~~erosion ~~ultimately~~rules ~~received~~and ortax ~~paid upon judgment or settlement~~transparency, may ~~differ~~result ~~materially~~in ~~from~~significant ~~management’s~~tax ~~outlook~~law orchanges ~~estimates, including any amounts accrued~~ in the ~~financial~~numerous ~~statements.~~jurisdictions ~~Actual~~in ~~outcomes,~~which ~~including~~we ~~judgments,~~operate ~~awards,~~and ~~settlements or orders,~~ could have a material adverse ~~effect~~impact on our ~~business,~~effective ~~financial~~tax ~~condition~~rate, ~~operating~~future ~~results, or~~ cash ~~flows~~tax payments and ~~damage~~ our ~~corporate~~financial ~~reputation~~results ~~and~~in ~~our brands~~general. ~~See~~The ~~Part II—Item 8~~increasingly ~~Financial~~complex ~~Statements~~tax ~~and~~environment ~~Supplementary~~as ~~Data,~~a ~~Note~~result ~~13,~~of ~~"Commitments~~tax ~~and~~policy ~~Contingencies"~~changes incan ~~this~~create ~~Annual~~higher ~~Report~~compliance oncosts ~~Form~~which ~~10-K~~could ~~for~~have ~~additional~~an ~~information~~adverse ~~regarding~~effect ~~the~~on ~~status~~our offinancial ~~pending legal outcomes~~performance.

On July 4, 2025, the OBBBA was enacted into law in the U.S. This law included various provisions which permanently extend certain expiring provisions from the Tax Cuts and Jobs Act of 2017. Changes in the OBBBA included the accelerated tax recovery for certain capital investments and research and development expenditures and changes to the business interest expense limitation. The OBBBA did not materially affect our effective tax rate but did result in the reduction of our cash paid for taxes in the second half of 2025.

In addition, intergovernmental organizations such as the Organization for Economic Co-operation and Development ("OECD") and EU have proposed or enacted changes to the existing tax laws of member countries. For instance, in 2021 the OECD introduced model rules for a new 15% global minimum tax framework, which is effective for fiscal years beginning on or after December 31, 2023 in jurisdictions with enacted legislation. Additionally, several non-EU countries, including Canada and the U.K., have recently proposed and/or enacted legislation consistent with the OECD global minimum tax framework. The OECD and implementing countries are expected to continue to make further revisions to their minimum tax legislation and release additional guidance. The OECD has also proposed rules on the allocation of profit among tax jurisdictions in which companies operate. Meanwhile, in January 2026 the OECD announced a comprehensive package for a "side-by-side agreement" that could exempt many U.S.-domiciled multinational enterprises from certain provisions under the global minimum tax framework. Subsequently enacted tax regulations and proposed rules, including the release of additional related guidance, could adversely impact our financial results in fiscal year 2026 and possibly beyond.

Our business operations are also subject to numerous taxes not based on income, often referred to as indirect taxes, and most relevant to our business, excise taxes. The government(s) of each country in which we sell our products, including state and local jurisdictions in the U.S., levy excise taxes at varying rates. Additionally, U.S. governmental entities that levy taxes may require bonds to ensure compliance with applicable laws and regulations. Increases in excise taxes and bonds could have a material adverse effect on our profitability.

Continued economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult. Additionally, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could become subject to enforcement activities, as well as legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings. The final resolution of tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse effect on our financial performance.

Table o f Contents

Failure to comply with existing or future tax laws and regulations could have a material adverse effect on our business, financial condition and results of operations. Additionally, uncertainties exist with respect to the interpretation of, and potential future developments in, complex domestic and international tax laws and regulations, the amount and timing of future taxable income, and the interaction of such laws and regulations among jurisdictions. The complexity of tax laws and regulations could necessitate future adjustments to tax expense recorded.

Unfavorable outcomes of legal or regulatory matters may adversely affect our business and financial condition and damage our reputation. There is a risk of, and we are from time to time involved in or subject to a variety of litigation, claims, legal or regulatory proceedings or matters related to our business or the alcohol industry in general, including but not limited to our advertising and marketing practices, product claims, product labeling and ingredients, our intellectual property rights, alleged infringement or misappropriation by us of intellectual property rights of others, tax, environmental, privacy, insurance, ERISA and fiduciary responsibilities under ERISA, and other employment matters. Such matters, even those that are ultimately non-meritorious, can be complex, costly, and highly disruptive to business operations by diverting the attention and energies of management and other key personnel, and may generate adverse publicity that damages our reputation or brand image. The assessment of the outcome of such matters, including our potential liability, if any, is a highly subjective process that requires judgments about future events that are not within our control and are based on the information available to management at that time. The outcome of such matters, including amounts ultimately received or paid upon judgment or settlement, may differ materially from management’s outlook or estimates, including any amounts accrued in the financial statements. Actual outcomes, including judgments, awards, settlements or orders, could have a material adverse effect on our business, financial condition, operating results, or cash flows and damage our corporate reputation and our brands. See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" in this Annual Report on Form 10-K for additional information regarding the status of pending legal outcomes.

Our operations in developing and emerging markets expose us to additional risks, which could harm our business and financial results. We continue to operate in developing and emerging markets. In certain of these markets, we have limited operating experience and may not succeed. In addition to risks described elsewhere in this report, our operations in these markets expose us to additional heightened risks, including:

•changes in local political, economic, social and labor conditions;

•restrictions on foreign ownership and investments;

•repatriation of cash earned in countries outside the U.S.;

•import and export requirements, including tariffs;

•poor product quality due to distance travelled for export product and the relatively short shelf life of beer;

•increased costs to ensure compliance with complex foreign laws and regulations;

•currency exchange rate fluctuations;

•a less developed and less certain legal and regulatory environment, which among other things can create uncertainty with regard to liability issues;

•longer payment cycles, increased credit risk and higher levels of payment fraud;

Table of Contents

•increased exposure to global disease outbreaks or pandemics; and

•other challenges caused by distance, language, and cultural differences.

In addition, as a global company, we are subject to foreign and U.S. laws and regulations designed to combat governmental corruption, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and the U.K. Proceeds of Crime Act. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business and prohibitions on our ability to offer our products and services in one or more countries, each of which could have a materially negative effect on our reputation, brands and our operating results. Although we have implemented policies and procedures designed to ensure compliance with these foreign and U.S. laws and regulations, there can be no assurance that our employees, business partners or agents will not violate our policies and procedures.

Changes to the regulation of the distribution systems for our products could adversely affect our business and financial results. Many countries in which we operate regulate the distribution of alcohol products and if those regulations were changed, it could alter our business practices and have a material adverse effect on our business and financial results. For example, in the U.S. market, there is a three-tier distribution system that governs the sale of malt beverage products. That system, requiring separation of manufacturers, distributors and retailers, dates back to the repeal of prohibition and is periodically subject to legal challenges. To the extent that such challenges are successful and change the three-tier system, including through the expansion of e-commerce and direct-to-consumer offerings, such changes could have a material adverse effect on our Americas segment results of operations. Further, in Canada, our products are required to be distributed through each province's respective provincial liquor board. Additionally, in certain Canadian provinces, we rely on our joint venture arrangements with BRI and BDL to distribute our products via retail outlets that are regulated by provincial government regulators. BRI owns and operates commercial retail outlets, known as The Beer Store, in Ontario and performs delivery services of beer throughout Ontario. BDL facilitates the distribution of our products in the western Canadian provinces. If provincial regulation should change, the costs to adjust our distribution methods could have a material adverse effect on our business and financial results.

Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the Canadian dollar and the European operating currencies such as, British Pound, Czech Koruna, Euro and Romanian Leu. We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and throughout Europe. Because our financial statements are presented in USD, we must translate our assets, liabilities, income and expenses into USD. Increases and decreases in the value of the USD will affect, at times adversely, the value of these items in our financial statements, even if their local currency value has not changed. Additionally, we are exposed to currency transaction risks related to transactions denominated in currencies other than one of the functional currencies of our operating entities, such as the purchase of certain raw material inputs or capital expenditures, as well as sales transactions and debt issuances or other incurred obligations. Further, certain actions by the government of any of the jurisdictions in which we operate could adversely affect our results and financial position. To the extent that we fail to adequately manage these risks through our risk management policies intended to protect our exposure to currency movements, including if our hedging arrangements do not effectively or completely hedge changes in foreign currency rates, our results of operations may be materially and adversely affected. For instance, the strengthening of the USD against the Canadian dollar, European currencies and various other global currencies would adversely impact our USD reported results due to the impact on foreign currency translation.

Table o f Contents

Changes to the regulation of the distribution systems for our products could adversely affect our business and financial results. Many countries in which we operate regulate the distribution of alcohol products and if those regulations were changed, it could alter our business practices and have a material adverse effect on our business and financial results. For example, in the U.S. market, there is a three-tier distribution system that governs the sale of alcohol beverage products. That system, requiring separation of manufacturers, distributors and retailers, dates back to the repeal of prohibition and is periodically subject to legal challenges. To the extent that such challenges are successful and change the three-tier system, including through the expansion of e-commerce and direct-to-consumer offerings, such changes could have a material adverse effect on our Americas segment results of operations. Further, in Canada, our alcohol beverage products are required to be distributed through certain province's respective provincial liquor board. Additionally, in certain Canadian provinces, we rely on our joint venture arrangements in BRI and BDL to distribute our products via retail outlets that are regulated by provincial government regulators. BRI owns and operates commercial retail outlets, known as The Beer Store ("TBS"), in Ontario and performs delivery services of beer throughout Ontario. BDL facilitates the distribution of our products in the western Canadian provinces. If provincial regulation should change, the costs to adjust our distribution methods could have a material adverse effect on our business and financial results.

Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the Canadian dollar and the European operating currencies such as the British Pound, Czech Koruna, Euro and Romanian Leu. We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and throughout Europe. Because our financial statements are presented in USD, we must translate our assets, liabilities, income and expenses into USD. Increases and decreases in the value of the USD will affect, at times adversely, the value of these items in our financial statements, even if their local currency value has not changed. Additionally, we are exposed to currency transaction risks related to transactions denominated in currencies other than one of the functional currencies of our operating entities, such as the purchase of certain raw material inputs or capital expenditures, as well as sales transactions and debt issuances or other incurred obligations. Further, certain actions by the government of any of the jurisdictions in which we operate could adversely affect our results and financial position. To the extent that we fail to adequately manage these risks through our risk management policies intended to protect our exposure to currency movements, including if our hedging arrangements do not effectively or completely hedge changes in foreign currency rates, our results of operations may be materially and adversely affected. For instance, the strengthening of the USD against the Canadian dollar, European currencies and various other global currencies would adversely impact our USD reported results due to the impact on foreign currency translation.

Risks Related to Acquisitions and Joint Ventures

Risks associated with operating our joint ventures or other strategic partnerships may materially adversely affect our business and financial results. We have entered into several joint ventures, including our joint ventures with Ball Corporation (i.e., Rocky Mountain Metal Container), and with Owens-Brockway Glass Container Inc. (i.e., Rocky Mountain Bottle Company), for a portion of our aluminum and glass packaging supply in the U.S., respectively. We have also entered into a joint venture with The Yuengling Company LLC to expand the distribution of Yuengling beer in the western U.S. Additionally, in certain Canadian provinces, we rely on joint venture agreements ~~with~~in BRI and BDL to distribute our products via retail outlets that are mandated and regulated by provincial government regulators. AsFurther, ~~previously~~in ~~referenced~~the U.S. in October 2024, ~~BRI~~we ~~owns~~took ~~and~~a ~~operates~~majority ~~commercial~~ownership ~~retail~~stake ~~outlets~~in ZOA Energy LLC ("ZOA"). Additionally, ~~known~~we ashave ~~TBS~~a orlicense ~~"The~~agreement ~~Beer~~to ~~Store"~~import, inproduce, ~~Ontario~~market, advertise, promote, sell and ~~BDL~~distribute ~~facilitates~~Fever-Tree products in the ~~distribution~~U.S. ofMoreover, ~~our~~we have authorizations from Red Tree Beverages, LLC that grant us the right to produce, market, advertise, promote, sell and distribute products inbearing the ~~western~~Simply ~~Canadian~~Spiked ~~provinces.~~trademark Inin the U.S. inand ~~October 2024~~Canada, weas ~~took~~well aas ~~majority~~the ~~ownership~~Topo ~~stake~~Chico inHard ~~ZOA~~Seltzer ~~Energy~~trademark ~~LLC~~in ~~("ZOA")~~the U.S. We may enter into additional joint ventures or other strategic partnerships in the future. Our partners may at any time have economic, business or legal interests or goals that are inconsistent with our goals or with the goals of the joint venture or partnership. In addition, we compete against our partners in certain of our other markets. Disagreements with our business partners may impede our ability to maximize the benefits of our partnerships. Our joint venture arrangements or other partnerships may require us, among other matters, to pay certain costs or to make certain capital investments or to seek our partner's consent to take certain actions. In addition, our partners may be unable or unwilling to meet their economic or other obligations under the operative documents, or may become insolvent or file for bankruptcy protection and we may be required to either fulfill those obligations alone to ensure the ongoing success of the partnership or to dissolve and liquidate. ~~Post-pandemic trends of consumers transitioning between channels and categories could impact the revenue growth expectations of partnership brands or newly owned brands.~~ Moreover, as we further develop our own portfolio, we may face challenges meeting all contractual obligations within our current partnerships or having to invest in more marketing assets to sustain partnership brands.

Failure to successfully identify, complete or integrate attractive acquisitions, joint ventures and other strategic partnerships into our existing operations could have an adverse effect on our business and financial results. We have made a number of acquisitions and entered into several strategic joint ventures and partnerships. In order to compete in the consolidating global brewing and beverage industry, we anticipate that we may, from time to time, in the future acquire additional businesses like the Blue Run Spirits, Inc ("Blue Run") acquisition in the third quarter of 2023, the increase in our investment in ZOA in the fourth quarter of 2024 and the entry into the partnership with Fever-Tree in the first quarter of 2025, or enter into additional joint ventures or other partnerships that we believe would provide a strategic fit with our business. Potential risks associated with acquisitions and joint ventures could include, among other things: 29

Table o f Contents

Failure to successfully identify, complete or integrate attractive acquisitions, joint ventures and other strategic partnerships into our existing operations could have an adverse effect on our business and financial results. We have made a number of acquisitions and entered into several strategic joint ventures and partnerships. In order to compete in the consolidating global brewing and beverage industry, we anticipate that we may, from time to time, in the future acquire additional businesses like the Blue Run Spirits, Inc. ("Blue Run") acquisition in the third quarter of 2023, the increase in our investment in ZOA in the fourth quarter of 2024 and the entry into the partnership with Fevertree Drinks plc in the first quarter of 2025, or enter into additional joint ventures or other partnerships that we believe would provide a strategic fit with our business. Potential risks associated with acquisitions and joint ventures could include, among other things:

•our ability to identify attractive acquisitions, joint ventures and other strategic partnerships;

•our ability to offer potential acquisition targets and joint venture partners' competitive transaction terms;

•our ability to raise capital on reasonable terms to finance attractive acquisitions, joint ventures and other strategic partnerships;

•our ability to realize the benefits or cost savings that we expect to realize as a result of the acquisition, joint venture or other strategic partnerships;

•diversion of management's attention;

•our ability to successfully integrate the business of the acquired company with our business;

•motivating, recruiting and retaining key employees;

•conforming standards, controls, procedures and policies, systems, business cultures and compensation structures among our company and the acquired company;

•consolidating and streamlining sales, marketing and corporate operations;

•potential exposure to unknown liabilities of acquired companies;

•potential exposure to unknown or future liabilities or costs that affect the markets in which acquired companies, joint ventures or strategic partnerships operate;

•reputational or other damage due to the conduct of a joint venture or other partner or the prior conduct of an acquired company;

•loss of key employees and customers of an acquired company;

Table of Contents

•managing tax costs or inefficiencies associated with integrating our operations following completion of an acquisition or entry into a joint venture or other partnerships;

•exposure to unfamiliar legal and regulatory requirements entering a new market or jurisdiction;

•incompatibility of technology systems delaying realization of assumed synergies; and

•exchange rate fluctuations triggering material variances between expected financial returns and actual financial returns.

Additional Risks Related to our Americas Segment

Our U.S. business is highly dependent on independent distributors to sell our products, with no assurance that these distributors will effectively sell our products, and distributor consolidation in the U.S. could harm our business and financial results. We sell nearly all of our products, including our imported products, in the U.S. to independent distributors for resale to retail outlets. These independent distributors are entitled to exclusive territories and are often protected from termination by state statutes and regulations. Consequently, if we are not allowed, or are unable under acceptable terms or at all, to replace unproductive or inefficient distributors, our business, financial position and results of ~~operation~~operations may be adversely affected, which could have a material adverse effect on our business and financial results.

Further, in recent years, there has been a consolidation of independent distributors, resulting in distributors with increased leverage over suppliers due to the distributor's share of the supplier business, exclusive territorial appointments and regulatory protection of distribution agreements. We have limited ability to influence decisions regarding distributor consolidation, which, regardless of size, carries a risk of decreased investment in service and local marketing in the interest of paying down the leverage required to fund a transaction. Consolidation among distributors could create a more challenging competitive landscape for our products and could hinder the distribution and sale of our products as distributors could put focus on other brands within their portfolio instead of ours. There is a risk that consolidation of distributors could further increase due to potential changes in tax laws in the markets in which we operate. This could negatively impact sales of our products and increase prices. Our unique portfolio may require more brand building than our competitors, which could be adversely affected in the event of distributor consolidation. Changes in distributors' strategies, including a reduction in the number of brands they carry, may adversely affect our growth, business, financial results and market share.

Government mandated changes to the retail distribution model resulting from new regulations may have a material adverse effect on our Canada business. In Canada, the retail distribution of beer and certain other alcohol is primarily a provincial responsibility. An Early Implementation Agreement ("EIA") was entered into in May 2024 between the Province of Ontario, Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd. (collectively, the "Representative Owners") and Brewers Retail Inc., operating under the name "The Beer Store" ("TBS"). The EIA was effective July 18, 2024 and continues until December 31, 2030. The EIA removed grocery store pack size restrictions on beer, wine, cider and ready-to-drink alcoholic beverages as of July 18, 2024, and allowed for the expansion of licensed sale of beer, wine and ready-to-drink alcoholic beverages to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores as of October 31, 2024. The EIA requires TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025. From July 1, 2025 until December 31, 2025, TBS has the right to close additional retail locations to maintain a minimum of 300 stores. The requirements to keep a certain number of TBS stores open may result in the inefficient operations of TBS stores during that period of time. As a result, under the EIA, the Province of Ontario will provide financial support to TBS and the representative owners of up to CAD 225 million through reimbursement of costs incurred in connection with the early implementation and to TBS in connection with the operation of the agreed upon retail footprint during the interim period between the commencement date of the EIA and December 31, 2025. From January 1, 2026 onward, TBS will have the sole and absolute discretion to maintain or close any retail location. If TBS cannot transition quickly from a retail-led organization to a distribution-led organization, it may adversely impact our business, our results of operations and financial condition. In addition, the taxes and fee structure, as well as other regulatory elements are under review and are subject to change in the year ended December 31, 2025 which could have a significant adverse impact on our business.

The EIA requires licensed grocery and big-box retailers more than five kilometers from a TBS store to accept and sort empty beverage alcohol containers for recycling as of the commencement date of the EIA, and beginning in 2026, all licensed grocery and big-box stores must accept and sort empty beverage alcohol containers for recycling. The expansion of the recycling program to all grocery stores could interrupt the flow of returnable bottles and may impact the quality of the returnable bottle. This could cause inefficiencies in our operations, increase the costs of packaging materials and hinder the quality of our packaging materials.

Table o f Contents

Further, in recent years, there has been a consolidation of independent distributors, resulting in distributors with increased leverage over suppliers due to those distributors' share of the supplier business, exclusive territorial appointments and regulatory protection of distribution agreements. We have limited ability to influence decisions regarding distributor consolidation, which, regardless of size, carries a risk of decreased investment in service and local marketing in the interest of paying down the leverage required to fund a transaction. Consolidation among distributors could create a more challenging competitive landscape for our products and could hinder the distribution and sale of our products as distributors could put focus on other brands within their portfolio instead of ours. There is a risk that consolidation of distributors could further increase due to potential changes in tax laws in the markets in which we operate. This could negatively impact sales of our products and increase prices. Our unique portfolio may require more brand building than our competitors, and distributors may not invest the time and other resources to effectively support these brands which could negatively impact our sales. Changes in distributors' strategies, including a reduction in the number of brands they carry or focus on other competitive brands, may adversely affect our growth, business, financial results and/or market share.

Government mandated changes to the retail distribution model resulting from new regulations may have a material adverse effect on our Canada business. In Canada, the retail distribution of alcohol is primarily a provincial responsibility. An Early Implementation Agreement ("EIA") was entered into in May 2024 between the Province of Ontario, Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd. (collectively, the "Representative Owners") and Brewers Retail Inc., operating under the name "The Beer Store". The EIA was effective July 18, 2024 and continues until December 31, 2030. The EIA removed grocery store pack size restrictions on beer, wine, cider and RTDs as of July 18, 2024, and allowed for the expansion of licensed sale of beer, wine and RTDs to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores as of October 31, 2024. Under the EIA, the Province of Ontario provided 225 million CAD to TBS to financially support the operation of the agreed upon retail footprint during the interim period between the commencement date of the EIA and December 31, 2025. The EIA required TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025 and to maintain a minimum of 300 stores from July 1, 2025 until December 31, 2025. From January 1, 2026 onward, TBS has the sole and absolute discretion to maintain or close any retail location. If TBS cannot transition quickly from a retail-led organization to a distribution-led organization, it may adversely impact our business, our results of operations and financial condition. In addition, the result of the Ontario Government's review of all taxes, markups and fees in support of the modern and expanded market remains pending. A new wholesale markup structure is expected to be announced in the first quarter of 2026 and go into effect on April 1, 2026. Other regulatory elements are under review and are subject to change, any of which could have an adverse impact or present new opportunities for our business.

As of January 1, 2026, all licensed grocery and big-box stores are required as a condition of license to accept and sort empty beverage alcohol containers for recycling. Convenience stores are exempt from any recycling requirement. Any licensed grocery store or big-box store that enters into an alternative arrangement with TBS for the recycling of empty containers can seek a regulatory exemption from the condition of license to accept and sort empty containers. As of January 1, 2026, a number of grocery and big-box chains and independent grocery stores have entered into alternative arrangements with TBS under which TBS will have responsibility for collecting the empty container returns on behalf of those grocery and big-box stores (who will not be obligated once exempted from the condition to accept empty containers). The expansion of the number of retail points of sale relative to the number of return locations could interrupt the flow of returnable-refillable bottles and may impact the quality of the returnable-refillable bottle. While the volume of beer sold in the industry standard returnable-refillable bottle has diminished due to consumer preference for one-way aluminum cans, a disruption to the return rate could result in inefficiencies in our operations.

Such impacts of the EIA could have a negative impact on the results of operations, cash flows and financial position of our Americas segment. Similar changes to the beer distribution and retail systems in other Canadian provinces could adversely impact our business, our results of operations and financial condition.

Indemnities provided to the purchaser of our previous interest in the Cervejarias Kaiser Brasil S.A. ("Kaiser") business in Brazil could result in future cash outflows and statement of operations charges. In 2006, we sold our previous ownership interest in Kaiser, which was held by our Canadian business, to FEMSA Cerveza S.A. de C.V. ("FEMSA"). The terms of the sale agreement require us to indemnify FEMSA for exposures related to certain tax, civil and labor contingencies and certain purchased tax credits. The ultimate resolution of these claims is not under our control. Any probable indemnity obligations are recorded as liabilities on our consolidated balance sheets as appropriate; however, we could incur future statement of operations charges due to changes to our estimates or changes in our assessment of probability of loss on these items as well as due to fluctuations in foreign exchange rates. Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations impacts could result in the future.

Additional Risks Related to our EMEA&APAC Segment

Economic trends and intense competition in European markets could unfavorably affect our profitability. Our European businesses have been, and, in the future may be, adversely affected by conditions in the global financial markets and general economic and political conditions, as well as a weakening of their respective currencies versus the U.S. dollar, in each case, in addition to the other impacts of the Russia-Ukraine conflict. Additionally, we face intense competition in certain of our European markets, particularly with respect to pricing, which could lead to reduced sales or profitability. In particular, the on-going focus by large competitors in Europe to drive increased market share through aggressive pricing strategies could adversely affect our sales and results of operations. We may also face pressures resulting from a reduction in disposable incomes of consumers to spend on our products due to inflation, recessionary conditions and an increase in the cost of energy, which could unfavorably affect our profitability. In addition, over time, beer volume sales in the U.K. have been shifting from on-premise, such as pubs and restaurants, to off-premise, such as retail stores, for the industry as a whole. Margins in sales to off-premise customers tend to be lower than margins from sales to on-premise customers, and, as a result, continuation or acceleration of this trend could further adversely affect our profitability.

Risks Related to Ownership of our Class B Common Stock

If Pentland and the Coors Trust do not agree on a matter submitted to our stockholders or if a super-majority of the Board do not agree on certain actions, generally the matter will not be approved, even if beneficial to us or favored by other stockholders or a majority of the Board. Pentland Securities (1981) Inc. ("Pentland") (a company controlled by the Molson family and related parties) and the Adolph Coors, Jr. Trust (the "Coors Trust") (a trust controlled by the Coors family and related parties), which together control more than 90% of our Class A common stock and Class A exchangeable shares, have a voting trust agreement through which they have combined their voting power over the shares of our Class A common stock and the Class A exchangeable shares that they own. If these two stockholders do not agree to vote in favor of a matter submitted to a stockholder vote (other than the election of directors), the voting trustees are required to vote all of the Class A common stock and Class A exchangeable shares deposited in the voting trust against the matter. There is no other mechanism in the voting trust agreement to resolve a potential deadlock between these stockholders. Therefore, if either Pentland or the Coors Trust is unwilling to vote in favor of a proposal that is subject to a stockholder vote, we would be unable to implement the proposal even if the Board, management or other stockholders believe the proposal is beneficial to us. Similarly, our bylaws require the authorization of a super-majority (two-thirds) of the Board to take certain transformational actions. Thus, it is possible that our Company will not be authorized to take action even if it is supported by a simple majority of the Board.

The interests of the controlling stockholders may differ from those of other stockholders and could prevent our Company from making certain decisions or taking certain actions that would be in the best interest of the other stockholders. Our Class B common stock has fewer voting rights than our Class A common stock and holders of our Class A common stock have the ability to effectively control or have a significant influence over certain of our actions requiring stockholder approval, which could have a material adverse effect on Class B stockholders. See Part II—Item 8 Financial Statements and Supplementary Data, Note 14, "Stockholders' Equity" in this Annual Report on Form 10-K for additional information regarding voting rights of Class A and Class B stockholders.

Table o f Contents

Additional Risks Related to our EMEA&APAC Segment

Economic trends and intense competition in European markets could unfavorably affect our profitability. Our European businesses have been, and, in the future may be, adversely affected by conditions in the global financial markets and general economic and political conditions, as well as a weakening of their respective currencies versus the U.S. dollar, in each case, in addition to the other impacts of the Russia-Ukraine conflict. Additionally, intense pricing competition in certain of our European markets, combined with reduced consumer confidence and a decline in consumers' prioritization of the beer category, may adversely reduce sales or profitability. In particular, the on-going focus by large competitors in Europe to drive increased market share through aggressive pricing strategies could adversely affect our sales and results of operations. We may also face pressures resulting from a reduction in disposable incomes of consumers to spend on our products due to inflation, recessionary conditions and an increase in the cost of energy, which could unfavorably affect our profitability. In addition, over time, beer volume sales in the U.K. have been shifting from on-premise, such as pubs and restaurants, to off-premise, such as retail stores, for the industry as a whole. Margins in sales to off-premise customers tend to be lower than margins from sales to on-premise customers, and, as a result, continuation or acceleration of this trend could further adversely affect our profitability. Some of the European markets in which we currently operate face significant public budget deficits, causing governments to introduce new tariffs and tax measures, including increases in value-added-tax and excise taxes or the elimination of certain personal income tax deductions. This, in turn, may generate directly or indirectly further uncertainty in those markets and reduce consumer spend, which could have a material adverse effect on our profitability in those countries.

Risks Related to Ownership of our Class B Common Stock

Shareholder activism efforts or unsolicited takeover proposals could cause a material disruption to our business and financial results. We may be subject to various legal and business challenges due to actions instituted by activist shareholders or unsolicited takeover proposals or other advocacy efforts. Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may affect our relationships with vendors, customers, prospective and current employees and others, as well as potentially increase the chance of additional shareholder activism or other advocacy efforts. Similarly, proposed or future laws and regulations may also increase the chance we become the target of shareholder activist campaigns, including sustainability, human rights and human capital-related actions. If shareholder activist campaigns are initiated against us, our response to such actions could be costly and time-consuming, which could divert the attention and resources of the Board, Chief Executive Officer and senior management from the pursuit of our business strategies, which could harm our business, negatively impact our stock price, and have an adverse effect on our business and financial results.

The interests of the controlling stockholders may differ from those of other stockholders and could prevent our Company from making certain decisions or taking certain actions that would be in the best interest of the other stockholders. Our Class B common stock has fewer voting rights than our Class A common stock, and holders of our Class A common stock have the ability to effectively control or have a significant influence over certain of our actions requiring stockholder approval, which could have a material adverse effect on Class B stockholders. See Part II—Item 8 Financial Statements and Supplementary Data, Note 14, "Stockholders' Equity" in this Annual Report on Form 10-K for additional information regarding voting rights of Class A and Class B stockholders.

If Pentland and the Coors Trust do not agree on a matter submitted to our stockholders or if a super-majority of the Board do not agree on certain actions, generally the matter will not be approved, even if beneficial to us or favored by other stockholders or a majority of the Board. Pentland Securities (1981) Inc. ("Pentland") (a company controlled by the Molson family and related parties) and the Adolph Coors, Jr. Trust (the "Coors Trust") (a trust controlled by the Coors family and related parties), which together control more than 90% of our Class A common stock and Class A exchangeable shares, have a voting trust agreement through which they have combined their voting power over the shares of our Class A common stock and the Class A exchangeable shares that they own. If these two stockholders do not agree to vote in favor of a matter submitted to a stockholder vote (other than the election of directors), the voting trustees are required to vote all of the Class A common stock and Class A exchangeable shares deposited in the voting trust against the matter. There is no other mechanism in the voting trust agreement to resolve a potential deadlock between these stockholders. Therefore, if either Pentland or the Coors Trust is unwilling to vote in favor of a proposal that is subject to a stockholder vote, we would be unable to implement the proposal even if the Board, management or other stockholders believe the proposal is beneficial to us. Similarly, our bylaws require the authorization of a super-majority (two-thirds) of the Board to take certain transformational actions. Thus, it is possible that we will not be authorized to take action even if it is supported by a simple majority of the Board.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Table o f Contents

ITEM 1C. CYBERSECURITY

Our cybersecurity program is managed by a dedicated ~~Global~~ Chief Information Officer ("CIO") whose team, including the head of Information Technology Security, is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes. Our CIO has over 35 years of relevant industry experience, including over 30 years at our Company. Our Vice President of Information Technology Security and Chief Information Security Officer ("CISO") has over 20 years of relevant industry experience. Further, team members who support our cybersecurity program have relevant educational and industry experience through various roles involving information technology, security, auditing, compliance, systems and programming, as well as cybersecurity certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager. Our Board, Audit Committee and its Technology Subcommittee and senior management receive periodic briefings from the CIO and the CISO, concerning cybersecurity, information security and technology risks, and our related risk mitigation programs. In general, the Board is responsible for overseeing our enterprise risk management program ("ERM Program").

The ERM Program is a proactive and ongoing process led by our legal and risk professionals and senior management, to identify, assess and manage risks and to build out and track mitigation and reduction efforts. The Board has tasked the Audit Committee with overseeing, reviewing and discussing with management, the internal audit team and the independent auditors, our ERM Program, policies and procedures with respect to, among other things, the assessment and management of risks related to our cybersecurity and information security and the steps management has taken to monitor and ~~control~~mitigate such risks.

The Audit Committee and its Technology Subcommittee are also responsible for overseeing risks related to our cybersecurity, technology and information security programs and reviewing emerging cybersecurity, technology and information security developments and threats and our strategy to mitigate such risks. The Audit Committee and its Technology Subcommittee provides another level of cybersecurity oversight through engagements at each Technology Subcommittee meeting with senior management, including our CIO and CISO. These reports include updates on our cybersecurity risks, threats, and incidents; our efforts to monitor, prevent, detect, mitigate and remediate the same; regulatory updates; the status of our cybersecurity projects, programs, and assessments; and periodic updates on our cybersecurity staffing and related matters. The Technology Subcommittee regularly reports to the Audit Committee regarding these matters. Further, the Audit Committee regularly reports to the Board regarding these matters, including the matters discussed at the Technology Subcommittee.

We engage in the ERM Program process semi-annually, which addresses, among other matters, emerging cybersecurity threats and models our exposure to the threat landscape against the overall strategic objectives of our Company. We regularly engage cybersecurity industry experts to assess, audit and consult on our cybersecurity practices. Further, we engage Managed Security Service Providers to monitor our information technology ("IT") environment, help identify attacks, forensically investigate and remediate breaches, and assess and test our IT system security. We also operate a cyber controls assessment program to monitor our internal program in between external assessments. We have also implemented a cybersecurity awareness training program to facilitate initial and continuing education for employees on cybersecurity and related matters. Regular reviews are conducted to assess our information security programs and practices, including incident management, service continuity, information security compliance programs and related achievements. Additionally, we operate an Artificial Intelligence ("AI") governance program to ensure proper risk management and regulatory compliance where applicable with this expanding capability; managing ethical, legal, cyber, data privacy and other technology risks associated with the use of AI and Generative AI technologies.

Table of Contents

In addition, we operate a third-party cyber risk management capability which monitors the exposure of significant IT suppliers, significant software as a service suppliers and major vendors with access to our IT systems. We also monitor for significant changes in our cybersecurity risk posture and attempt to remediate the risk through collaboration with that partner. We also monitor for known breaches of the IT supplier landscape.

As previously disclosed, during March 2021, we experienced a systems outage that was caused by a cybersecurity incident. We engaged leading forensic information technology firms and legal counsel to assist our investigation into the incident and we restored our systems. Despite these actions, we experienced delays and disruptions to our business, including brewery operations, production and shipments. This incident caused a shift in production and shipments from the first quarter of 2021 to the balance of fiscal year 2021. In addition, we incurred certain incremental one-time costs of $2.4 million for the year ended December 31, 2021, related to consultants, experts and data recovery efforts, net of insurance recoveries. See also Part I—Item 1A Risk Factors for the following risk: Cybersecurity incidents impacting our information systems, and violations of data privacy laws and regulations could disrupt our business operations and adversely impact our reputation and results of operations.

Table o f Contents

ITEM 2. PROPERTIES

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

Facility

Location

Character

Administrative Offices

Bucharest, Romania(1)

Global business services center

Burton-on-Trent, U.K.(2)

EMEA&APAC segment operational headquarters

Burton-on-Trent, U.K.

EMEA&APAC segment operational headquarters

Chicago, Illinois(1)

Americas segment operational headquarters

Golden, Colorado

Corporate principal executive office and Americas segment administrative office

Milwaukee, Wisconsin

Americas segment administrative office

Montréal, Québec(1)

Corporate principal executive office and Americas segment administrative office

Prague, Czech Republic

EMEA&APAC segment administrative office

Toronto, Ontario

Americas segment administrative office

Americas Segment

Brewery/packaging plants

Albany, Georgia(32)

Brewing and packaging

Chilliwack, British Columbia

Brewing and packaging

Elkton, Virginia(3)

Brewing and packaging

Elkton, Virginia(2)

Brewing and packaging

Fort Worth, Texas(3)

Brewing and packaging

Fort Worth, Texas(2)

Brewing and packaging

Golden, Colorado(3)

Brewing and packaging

Golden, Colorado(2)

Brewing and packaging

Longueuil, Québec

Brewing and packaging

Milwaukee, Wisconsin

Brewing and packaging

Toronto, Ontario

Brewing and packaging

Trenton, Ohio(3)

Brewing and packaging

Trenton, Ohio(2)

Brewing and packaging

Beer distributorship

Denver, Colorado

Distribution

Container operations

Golden, Colorado(43)

Can and end manufacturing facilities

Wheat Ridge, Colorado(4)

Bottling manufacturing facility

Wheat Ridge, Colorado(3)

Bottling manufacturing facility

Malting operations

Golden, Colorado

Malting

EMEA&APAC Segment

Brewery/packaging plants

Apatin, Serbia(54)

Brewing and packaging

Bőcs, Hungary

Brewing and packaging

Burton-on-Trent, U.K.(5)

Brewing and packaging

Burton-on-Trent, U.K.(4)

Brewing and packaging

Haskovo, Bulgaria

Brewing and packaging

Niksic, Montenegro

Brewing and packaging

Ostrava, Czech Republic

Brewing and packaging

Ploiesti, Romania(5)

Brewing and packaging

Ploiesti, Romania(4)

Brewing and packaging

Prague, Czech Republic(5)

Brewing and packaging

Prague, Czech Republic(4)

Brewing and packaging

Tadcaster Brewery, Yorkshire, U.K.

Brewing and packaging

Zagreb, Croatia(5)

Brewing and packaging

Zagreb, Croatia(4)

Brewing and packaging

(1)We lease office space for our Americas segment operational headquarters in Chicago, Illinois, our global business services center in Bucharest, Romania as well as our corporate principal executive office and Americas segment administrative office in Montréal, Québec.

(2)AsThe ofGolden, ~~December 31~~Trenton, ~~2022~~Elkton, weAlbany ~~signed~~and aFort ~~sale~~Worth ~~and~~breweries ~~leaseback~~collectively ~~agreement~~accounted for ~~the~~approximately ~~EMEA&APAC~~79% ~~segment operational headquarters facility located in Burton-on-Trent. The sale and leaseback agreement is due to terminate in February 2025 ahead~~ of ~~relocation~~our toAmericas ansegment ~~owned~~production ~~facility~~for ~~near~~ the ~~Burton-on-Trent~~year ~~brewery~~ended ~~that~~December 31, ~~will serve as the EMEA&APAC segment operational headquarters from March~~ 2025.

(3)The ~~Golden,~~Wheat ~~Trenton,~~Ridge ~~Elkton, Albany~~ and ~~Fort~~Golden, ~~Worth~~Colorado ~~breweries~~facilities ~~collectively~~are ~~accounted~~leased ~~for~~from ~~approximately~~us ~~77%~~by ofRMBC ~~our~~and ~~Americas segment production for the year ended December 31~~RMMC, ~~2024~~respectively.

Table o f Contents

(4)The ~~Wheat~~Burton-on-Trent, ~~Ridge~~Prague, Ploiesti, Apatin and ~~Golden,~~Zagreb ~~Colorado~~breweries ~~facilities~~collectively ~~are~~accounted ~~leased~~for ~~from~~approximately us75% byof ~~RMBC~~our ~~and~~EMEA&APAC ~~RMMC~~segment production for the year ended December 31, ~~respectively~~2025.

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

In addition to the properties listed above, we have smaller capacity facilities in each of our segments. We own and lease various warehouses, distribution centers and office spaces throughout the Americas segment and EMEA&APAC segment countries in which we operate.

We believe our facilities are well maintained and suitable for their respective operations. During the year ended December 31, ~~2024~~2025, our operating facilities were not capacity constrained.

ITEM 3. LEGAL PROCEEDINGS

For information regarding litigation, other disputes and environmental and regulatory proceedings see Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies."

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Overview

Our Class A common stock and Class B common stock trade on the New York Stock Exchange under the symbols "TAP.A" and "TAP," respectively. In addition, the Class A exchangeable shares and Class B exchangeable shares of our indirect subsidiary, Molson Coors Canada Inc., trade on the Toronto Stock Exchange under the symbols "TPX.A" and "TPX.B," respectively. The Class A and B exchangeable shares are a means for shareholders to potentially defer Canadian income tax and have substantially the same economic and voting rights as the respective common shares. The exchangeable shares can be exchanged for our Class A or B common stock at any time and at the exchange ratios described in the Merger documents and receive the same dividends. At the time of an exchange, a shareholder's Canadian tax liability, if any, would become due. The exchangeable shares have voting rights through special voting shares held by a trustee.

The approximate number of record security holders by class of stock at February 11, ~~2025~~2026, iswas as follows:

Title of class						Number of recordsecurity holders
Class A common stock, $0.01 par value						23
Class B common stock, $0.01 par value						2,~~838~~767
Class A exchangeable shares, no par value						202
Class B exchangeable shares, no par value						2,~~143~~113

Performance Graph

The following graph compares our cumulative total stockholder return over the last five fiscal years with the S&P 500 and a customized peer index including MCBC, ABI, Carlsberg, Heineken and Asahi (the "Peer Group"). We ~~have~~ used a weighted-average based on market capitalization to determine the return for the Peer Group. The graph assumes $100 was invested on December 31, ~~2019~~2020, in our Class B common stock, the S&P 500 and the Peer Group, and assumes reinvestment of all dividends.

Table o f Contents

The below is provided for informational purposes and is not indicative of future performance.

	2019		2020		2021		2022		2023		2024
	2020		2021		2022		2023		2024		2025
Molson Coors	$	100.00	$	84104.8407	$	88119.3005	$	~~101~~151.0148	$	~~128~~144.5125	$	122.3807
S&P 500	$	100.00	$	~~118~~128.3968	$	~~152~~105.3435	$	~~124~~133.7355	$	~~158~~167.1188	$	198.7529
Peer Group	$	100.00	$	86102.6029	$	88102.5859	$	88109.8472	$	9591.0255	$	79100.2987

Dividends

We do not have any restrictions that prevent or limit our ability to declare or pay dividends. A quarterly dividend of $0.4447 per share was declared and paid to eligible shareholders of record on the respective record dates throughout ~~2024~~2025 for a total of $1.7688 per share or a CAD equivalent of CAD 2.3962 per share. A quarterly dividend of $0.4144 per share was declared and paid to eligible shareholders of record on the respective record dates throughout ~~2023~~2024 for a total of $1.6476 per share or a CAD equivalent of CAD 2.1939 per share. A quarterly dividend of $0.3841 per share was declared and paid to eligible shareholders of record on the respective record dates throughout ~~2022~~2023 for a total of $1.5264 per share or a CAD equivalent of CAD 12.9519 per share.

Table o f Contents

Issuer Purchases of Equity Securities

The following table presents information with respect to Class B common stock purchases made by our Company during the three months ended December 31, ~~2024~~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)
October 1, 2024 through October 31, 2024	405,837	$	55.53	405,837	$	1,394,325,657
October 1, 2025 through October 31, 2025	—	$	—	—	$	879,236,010
November 1, 2024 through November 30, 2024	1,292,234	$	60.84	1,292,234	$	1,315,706,648
November 1, 2025 through November 30, 2025	4,541,855	$	46.24	4,541,855	$	669,236,722
December 1, 2024 through December 31, 2024	1,709,219	$	61.29	1,709,219	$	1,210,940,550
December 1, 2025 through December 31, 2025	2,353,775	$	46.73	2,353,775	$	559,237,202
Total	36,~~407~~895,~~290~~630	$	6046.4441	36,~~407~~895,~~290~~630	$	1559,~~210~~237,~~940,550~~202

(1)On September 29, 2023, our Board approved a share repurchase program ~~to repurchase~~ 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~~On ~~number~~February 9, ~~price~~2026, ~~structure~~our ~~and~~Board ~~timing~~approved ofan ~~the~~increase ~~repurchases~~to ~~under~~ the ~~program,~~existing ifClass ~~any,~~B ~~will~~common bestock atrepurchase ~~our~~program ~~sole~~by ~~discretion~~$2.0 ~~and~~billion, ~~future~~for ~~repurchases~~an ~~will~~aggregate beauthorization ~~evaluated~~of byup usto ~~depending~~$4.0 ~~on market conditions~~billion, ~~liquidity needs, restrictions under our debt arrangements~~ and ~~other~~an ~~factors.~~extension ~~Share~~of ~~repurchases~~the ~~may~~duration beof ~~made in~~ the ~~open~~Class ~~market,~~B incommon ~~structured~~stock ~~transactions~~repurchase orprogram into ~~privately~~December ~~negotiated~~31, ~~transactions~~2031. ~~The~~Including ~~repurchase~~this ~~authorization~~increase, ~~does~~approximately ~~not~~$2.6 ~~oblige~~billion usremains toavailable ~~acquire~~for ~~any~~repurchase ~~particular~~under ~~amount~~the ~~of our Company's~~ Class B common stock. ~~The Board may suspend, modify or terminate the~~ repurchase program atas ~~any~~of ~~time~~December ~~without~~31, ~~prior notice~~2025.

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 Class B common stock. The Board may suspend, modify or terminate the repurchase program at any time without prior notice.

ITEM 6. [Reserved]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 Annual Report on Form 10-K is provided to assist in understanding our Company, operations and current business environment and should be considered a supplement to, and read in conjunction with, the accompanying audited consolidated financial statements and notes included within Part II—Item 8 Financial Statements and Supplementary Data, as well as the discussion of our business and related risk factors in Part I—Item 1 Business and Part I—Item 1A Risk Factors, respectively. See also "Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995."

A discussion related to the results of operations and changes in financial condition for ~~2023~~2024 compared to ~~2022~~2023 has been omitted from this report, but may be found in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal ~~2023~~2024 Form 10-K, filed with the SEC on February 2018, ~~2024~~2025, which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.

Our Fiscal Year

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

Table o f Contents

Our Fiscal Year

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

Global Market Conditions and Competitive Trends

Our industry is experiencing, and we expect will continue to experience, increased consumer and economic uncertainty due to volatility in the global macroeconomic environment including global trade policies and other geopolitical events with potential resulting impacts on economic growth, consumer confidence, inflation and currencies and their exchange rates. In addition, the associated impacts of the macroeconomic environment on the beer industry in the U.S. has resulted in heightened competitive activity and associated reduction in market share of our products in certain segments. The magnitude of the resulting impacts on our business are dependent on the evolution of the global macroeconomic environment and the competitive landscape, including whether market share losses are sustained. The economic and competitive pressures, including the impact of tariffs, on our Company and our consumers' consumption behavior and preferences have negatively impacted, and may continue to negatively impact, our results of operations during this volatile period. For example, tariff announcements in the U.S. in the second quarter of 2025 have indirectly caused the price of the premium on aluminum in the U.S., known as the Midwest Premium, to spike and remain elevated which resulted in an approximate $35 million unfavorable impact on our results for the year ended December 31, 2025 and is expected to continue to adversely impact our results of operations. While our hedging program can help mitigate some of the volatility, the opaque pricing and limited liquidity of the Midwest Premium can make hedging this exposure costly. In addition to impacting the prices of raw materials, a constant or periodic change in the Midwest Premium may decrease our profit margins or we may pass on the increased costs to our consumers which could in turn result in the loss of sales if the end consumer is not willing to pay the increased price. We plan to continue to evaluate and implement strategies which are designed to help mitigate the impact on our business, consolidated results of operations and financial condition while continuing to support our long-term strategic growth and capital allocation priorities.

Chief Executive Officer Succession

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

On September 19, 2025, the Board appointed Rahul Goyal as our Company’s President and CEO and member of the Board effective, in each case, as of October 1, 2025, following the retirement of Gavin D.K. Hattersley from those same positions immediately prior to such appointments. Gavin D.K. Hattersley remained employed by our Company in an advisory role to assist in the transition until December 31, 2025.

Items Affecting Reported Results

Items Affecting the Consolidated Results of Operations

Purchases of Annuity Contracts

On September 26, 2024, we purchased annuity contracts for two of our Canadian pension plans. As a result, on September 30, 2024, we remeasured both pension plans and recorded a total settlement loss of $34.0 million to other pension and postretirement benefit (~~cost~~costs), net in ~~the~~our consolidated statements of operations during the third quarter of 2024. See Part II—Item 8 Financial Statements and Supplementary Data, Note 11, "Employee Retirement Plans and Postretirement Benefits" and Part II—Item 8 Financial Statements and Supplementary Data, Note 15, "Accumulated Other Comprehensive Income (Loss)" for further information.

Cobra Beer Partnership, Ltd. Buyout

InDuring March 2024, our partner ofin Cobra Beer Partnership, Ltd. ("CBPL") exercised a put option under our partnership agreement which required us to acquire the remaining 49.9% ownership interest. We adjusted ~~our~~the NCI by $34.5 million to our best estimate of the redemption value that existed at the time of the put option exercise by increasing ~~our~~ net income attributable to noncontrolling interests and decreasing our net income attributable to MCBC. In addition, we received the final determination of the redemption value in ~~the~~October ~~third quarter of~~ 2024 and as the transaction was considered mandatorily redeemable, we recorded an adjustment of $45.8 million to interest expense in the EMEA&APAC segment during the third quarter of 2024. The transaction was finalized on October 21, 2024, resulting in a cash payment of $89 million which was recorded as a cash outflow from financing activities. ~~See further discussion of this transaction in Part II—Item 8 Financial Statements and Supplementary Data, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies".~~

Table o f Contents

Items Affecting the Americas Segment Results of Operations

Americas Restructuring Plan

On October 20, 2025, we announced an Americas Restructuring Plan designed to create a leaner, more agile Americas segment while advancing our ability to reinvest in the business and position our Company for future growth. The plan resulted in charges of $28.7 million, primarily related to severance payments and post-employment benefits, recorded to other operating income (expense), net in our consolidated statements of operations during the year ended December 31, 2025. The remaining charges, predominantly employee-related charges, for the Americas Restructuring Plan are expected to be recorded during the year ended December 31, 2026 and total restructuring charges are expected to be at the low end of the previously communicated range of $35 million to $50 million at approximately $35 million.

Goodwill Impairment

During the third quarter of 2025, we recorded a partial goodwill impairment charge of $3,645.7 million to goodwill impairment in our consolidated statement of operations related to our Americas reporting unit. See Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible Assets" for further information.

Intangible Asset Impairment

During the third quarter of 2025, we recorded a full impairment charge of $75.3 million related to our Blue Run Spirits definite-lived intangible asset within other operating income (expense), net in our consolidated statements of operations. See Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible Assets" for further information.

Fevertree Transactions

During the first quarter of 2025, we obtained exclusive rights via a license agreement to import, produce, market, advertise, promote, sell and distribute 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.

ZOA Energy

On October 31, 2024, we further increased our investment in ZOA bringing our ownership interest to 51%. Upon conversion from equity method accounting to consolidation accounting, we recognized a gain of $77.9 million in other operating income (expense), net in the consolidated statements of operations. See Part II—Item 8 Financial Statements and Supplementary Data, Note 3, "Investments" for further information.

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~~We recorded ~~employee-related and asset abandonment charges, including~~ accelerated depreciation in excess of normal depreciation of $17.9 million and $93.6 million. Induring ~~addition,~~the weyear ~~recognized~~ended aDecember ~~loss~~31, of2025 ~~$41.2~~and ~~million~~December on31, ~~the~~2024, ~~sold businesses~~respectively. WeIn ~~expect~~addition, toduring ~~continue~~the toyear ~~incur~~ended ~~incremental~~December ~~restructuring~~31, ~~charges~~2024, ~~during~~we ~~the~~recognized ~~first~~a ~~quarter~~loss of ~~2025~~$41.2 ~~through~~million ~~completion~~related to the disposal of ~~wind~~the ~~down~~sold ~~and~~businesses. ~~closure~~Restructuring ofcharges ~~certain~~related ~~remaining~~to ~~U.S.~~these ~~craft~~actions ~~facilities~~are complete. See Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" for further information.

Truss Impairment and Sale

During the first quarter of 2022, we recognized an impairment loss of $28.6 million related to the Truss LP ("Truss") joint venture asset group of which $12.1 million was attributable to the noncontrolling interest. Additionally, during the third quarter of 2023, we sold our controlling interest in Truss and recognized a loss of $11.1 million. These losses were recorded within other operating income (expense), net. See Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" and Part II—Item 8 Financial Statements and Supplementary Data, Note 3, "Investments" for further information.

Keystone Litigation

During the first quarter of 2022, we accrued a liability of $56.0 million within MG&A related to probable losses as a result of the ongoing Keystone litigation case. During the years ended December 31, 2024 and December 31, 2023 we accrued $2.1 million and $1.9 million, respectively, in associated interest related to this accrued liability. See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further information.

Table of Contents

Items Affecting the EMEA&APAC Segment Results of Operations

~~Staropramen~~Intangible ~~Brands~~Asset Impairment

During the ~~fourth~~third quarter of ~~2023~~2025, we recorded a partial impairment charge of $~~160~~198.7 6 million ~~to our indefinite-lived intangible asset~~ related to the Staropramen family of brands ~~within~~indefinite-lived ~~the~~intangible ~~EMEA&APAC~~asset ~~segment~~within asother aoperating ~~result~~income of(expense), net in our ~~annual~~consolidated ~~impairment~~statements ~~analysis~~of operations. See Part II—Item 8 Financial Statements and Supplementary Data, Note 617, "~~Goodwill~~Other ~~and~~Operating ~~Intangible~~Income ~~Assets~~(Expense), net" for further information.

~~Russia-Ukraine Conflict~~39

InTable ~~February 2022, Russia invaded Ukraine and the conflict remains ongoing. As a result, we suspended exports~~ of all our brands to Russia and subsequently terminated the license to produce any of our brands in Russia. While not material to our consolidated net sales, the Russia-Ukraine conflict negatively impacted our EMEA&APAC segment net sales for the years ended December 31, 2023 and December 31, 2022. In addition, the Russia-Ukraine conflict has caused a negative impact to the global economy which has impacted our Company, driving further increases to materials and manufacturing expenses. See risk factors related to this conflict at Part I.—Item 1A. "Risk Factors".Contents

Consolidated Results of Operations

The following table highlights summarized components of our consolidated statements of operations for the years ended December 31, ~~2024~~2025, December 31, ~~2023~~2024 and December 31, ~~2022~~2023. See Part II—Item 8 Financial Statements and Supplementary Data, “Consolidated Statements of Operations” for additional details of our U.S. GAAP results comparing December 31, ~~2024~~2025 and December 31, ~~2023~~2024.

	For the years ended
	December 31, 2024		% Change		December 31, 2023		% Change		December 31, 2022
	December 31, 2025		% Change		December 31, 2024		% Change		December 31, 2023
	(In millions, except percentages and per share data)
Net sales	$	11,~~627~~140.08	(04.62)	%	$	11,~~702~~627.10	9(0.46)	%	$	1011,~~701~~702.01
Cost of goods sold	(76,~~093~~866.62)		(3.32)	%	(7,~~333~~093.36)		4(3.13)	%	(7,~~045~~333.83)
Gross profit	4,~~533~~274.46		3(5.87)	%	4,~~368~~533.84		193.58	%	34,~~655~~368.28
Marketing, general and administrative expenses	(2,~~717~~643.59)		(2.27)	%	(2,~~779~~717.95)		6(2.2)	%	(2,~~618~~779.89)
Goodwill impairment	—(3,645.7)		—N/M	%	—		N/M		~~(845.0)~~—
Other operating income (expense), net	(65335.43)		~~(59~~412.8)7	%	(~~162~~65.74)		~~321~~(59.58)	%	(38162.67)
Equity income (loss)	213.74		~~(77~~396.5)3	%	122.07		~~155~~(77.35)	%	412.70
Operating income (loss)	1(2,~~753~~336.29)		~~21.9~~N/M	%	1,~~438~~753.2		~~813~~21.19	%	~~157~~1,438.52
Total non-operating income (expense), net	(~~250~~181.21)		34(27.76)	%	(~~185~~250.72)		~~(15~~34.6)7	%	(~~220~~185.07)
Income (loss) before income taxes	1(2,~~503~~518.0)		~~20.0~~N/M	%	1,~~252~~503.50		~~N/M~~20.0	%	~~(62~~1,252.5)
Income tax benefit (expense)	~~(345~~337.3)8		~~16.6~~N/M	%	(~~296~~345.13)		~~138~~16.86	%	(~~124~~296.01)
Net income (loss)	1(2,~~157~~180.72)		~~21.0~~N/M	%	~~956~~1,157.47		~~N/M~~21.0	%	~~(186~~956.5)4
Net (income) loss attributable to noncontrolling interests	~~(35~~40.3)6		~~370.7~~N/M	%	(735.53)		~~N/M~~370.7	%	11(7.25)
Net income (loss) attributable to MCBC	$	1(2,~~122~~139.46)	~~18.3~~N/M	%	$	~~948~~1,122.94	~~N/M~~18.3	%	$	~~(175~~948.3)9
Net income (loss) attributable to MCBC per diluted share	$	5(10.3575)	~~22.4~~N/M	%	$	45.3735	~~N/M~~22.4	%	$	(04.~~81)~~37
Financial volume in hectoliters	7972.~~618~~810		(58.06)	%	8379.~~772~~618		1(5.80)	%	8283.~~272~~772

N/M = Not meaningful

Foreign currency impacts on results

For the year ended December 31, ~~2024~~2025, foreign currency movements had the following impacts on our USD consolidated results of operations:

•Net sales - ~~Unfavorable~~Favorable impact of $177.6 million (~~unfavorable~~favorable impact for ~~Americas~~EMEA&APAC of $2199.90 million, partially offset by the ~~favorable~~unfavorable impact for ~~EMEA&APAC~~Americas of $2021.34 million).

39•Cost of goods sold - Unfavorable impact of $50.1 million (unfavorable impact for EMEA&APAC of $63.6 million, partially offset by the favorable impact for Americas of $13.5 million).

•MG&A - Unfavorable impact of $15.3 million (unfavorable impact for EMEA&APAC of $22.5 million, partially offset by the favorable impact for Americas of $7.2 million).

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

•Income (loss) before income taxes - Unfavorable impact of $2.5 million (unfavorable impact for Unallocated of $3.8 million, partially offset by the favorable impact for EMEA&APAC of $1.3 million).

The impacts of foreign currency movements on our consolidated USD results described above for the year ended December 31, 2025, were primarily due to the weakening of the USD compared to the GBP, EUR and CZK, partially offset by the strengthening of the USD compared to the CAD.

Table o f Contents

~~•Cost~~Included ofin ~~goods~~these ~~sold~~amounts -are ~~Favorable~~both ~~impact~~translational and transactional impacts of $0changes in foreign exchange rates.6 ~~million~~We ~~(favorable~~calculate the impact ~~for~~of ~~Americas~~foreign ~~and~~exchange ~~Unallocated~~by oftranslating ~~$14.3~~our ~~million~~current ~~and~~period ~~$0.4~~local ~~million,~~currency ~~respectively,~~results ~~partially~~at ~~offset~~the byaverage exchange rates used to translate the ~~unfavorable~~financial ~~impact~~statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for ~~EMEA&APAC~~the period. The impact of ~~$14.1~~transactional ~~million~~foreign currency gains and losses is recorded within other non-operating income (expense)., net in our consolidated statements of operations.

•MG&A - Favorable impact of $2.8 million (favorable impact for Americas of $6.5 million, partially offset by the unfavorable impact for EMEA&APAC of $3.7 million).

•Income (loss) before income taxes - Unfavorable impact of $7.0 million (unfavorable impact for Americas and EMEA&APAC of $7.0 million and $2.3 million, respectively, partially offset by the favorable impact for Unallocated of $2.3 million).

The impacts of foreign currency movements on our consolidated USD results described above for the year ended December 31, 2024, were primarily due to the strengthening of the USD compared to the CAD and CZK, partially offset by the weakening of the USD compared to the GBP.

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, including the impact of undesignated foreign currency forwards, is recorded within other non-operating income (expense), net in our 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 ~~("STW")~~ 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 isrepresents 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~~We ~~following~~utilize ~~table~~net ~~highlights~~sales ~~the~~per ~~drivers~~hectoliter, ofas well as the ~~change~~year over year changes in this metric, as a key metric for analyzing our results. This metric is calculated as net sales per our consolidated statements of operations divided by financial volume for the ~~year~~respective ~~ended~~period. ~~December 31,~~We ~~2024,~~believe ~~compared~~this tometric ~~December 31,~~is ~~2023,~~important ~~(in~~and ~~percentages):~~useful for investors and management because it provides an indication of the trends of price and sales mix and other impacts on our net sales.

			Financial Volume						Price and Sales Mix						Currency						Total
Consolidated net sales			(5.0)		%				4.4		%				—		%				(0.6)		%

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

Net sales decreased 0.6% for the year ended December 31, 2024, compared to prior year driven by lower financial volumes, partially offset by favorable price and sales mix.


	Financial Volume		Price and Sales Mix		Currency		Total
Consolidated net sales	(8.6)	%	3.8	%	0.6	%	(4.2)	%

~~Financial~~Net ~~volumes~~sales decreased 54.02% for the year ended December 31, ~~2024~~2025, compared to prior year, ~~due~~driven toby lower ~~shipments~~financial ~~in the Americas~~volume, ~~including~~partially ~~lower~~offset ~~contract~~by ~~brewing~~favorable ~~volumes~~price ~~representing~~and ~~almost~~sales ~~half~~mix ofand ~~the~~favorable ~~decline~~foreign ascurrency ~~well as the impact of the macroeconomic environment resulting in industry softness~~impacts. ~~EMEA&APAC financial volumes also decreased 2.6%.~~

~~Price~~Financial ~~and~~volume ~~sales~~decreased ~~mix~~8.6% ~~favorably impacted net sales~~ for the year ended December 31, ~~2024~~2025, bycompared ~~4.4%~~to prior year, primarily due to ~~increased~~lower ~~net~~shipments ~~pricing~~in asboth ~~well~~the asAmericas ~~favorable~~and ~~sales~~EMEA&APAC ~~mix for both~~ segments, ~~including~~ as adescribed ~~result~~in offurther ~~lower~~detail ~~contract brewing volumes~~ in the ~~Americas~~“Segment asResults ~~well~~of asOperations” ~~premiumization~~section ~~and favorable channel mix in EMEA&APAC~~below.

Price and sales mix favorably impacted net sales by 3.8% for the year ended December 31, 2025, primarily due to favorable sales mix and increased net pricing in both segments. Americas favorable sales mix was primarily driven by lower contract brewing volume and positive brand mix. Net sales per hectoliter increased 4.8%.

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 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.

40Cost of goods sold decreased 3.2% for the year ended December 31, 2025, compared to prior year, primarily due to lower financial volume, partially offset by higher cost of goods sold per hectoliter and the unfavorable foreign currency impact of $50.1 million. Cost of goods sold per hectoliter increased 5.8% for the year ended December 31, 2025, compared to prior year, primarily due to unfavorable mix driven by lower contract brewing volume in the Americas segment and premiumization, volume deleverage, cost inflation related to materials and manufacturing expenses including an approximate $35 million unfavorable impact to cost of goods sold attributable to Midwest Premium pricing as well as unfavorable foreign currency impact, partially offset by cost savings initiatives.

Table of Contents

Cost of goods sold decreased 3.3% for the year ended December 31, 2024, compared to prior year, primarily due to lower financial volumes, partially offset by higher cost of goods sold per hectoliter. Cost of goods sold per hectoliter increased 1.8% for the year ended December 31, 2024, compared to prior year, primarily due to cost inflation related to materials and manufacturing expenses, unfavorable mix driven by lower contract brewing volumes and volume deleverage in the Americas segment, partially offset by favorable changes in our unrealized mark-to-market commodity derivative positions of $133.0 million and cost savings initiatives.

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

Table o f Contents

Marketing, general and administrative expenses

MG&A expenses decreased 2.27% for the year ended December 31, ~~2024~~2025, compared to prior year, primarily due to lower short-term incentive compensation expense of approximately $70 million and lower marketing ~~resulting~~investment, partially offset by approximately $30 million of integration and transition fees from ~~cycling~~the ~~higher~~Fevertree ~~investment~~USA, ~~levels~~Inc. acquisition which will be recoverable through net sales over the next 3 years which started in the ~~prior~~second ~~year~~quarter of 2025 and costs incurred related to our global modernization ERP system implementation project.

A discussion of currency impacts on marketing, general and administrative expenses is included in the "Foreign currency impacts on results" section above.

Goodwill impairment

During the third quarter of 2025, we identified a triggering event that indicated it was more likely than not that the carrying value of the Americas reporting unit exceeded its fair value resulting in a $3,645.7 million partial goodwill impairment charge. See Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible Assets" for further information regarding the recorded impairment.

Other operating income (expense), net

Other operating expense, net ~~improved~~declined 59$269.8%9 million for the year ended December 31, ~~2024~~2025, compared to prior year, primarily due to ~~the~~intangible ~~cycling~~asset impairments of a $~~160~~273.79 million, ~~partial impairment charge to our indefinite-lived intangible asset related to~~ the ~~Staropramen~~cycling ~~family~~ of ~~brands recorded in the prior year as well as~~ a $77.9 million gain recognized upon the consolidation of ZOA in the fourth quarter of 2024, ~~partially offset by the costs incurred related to the wind down~~ and ~~sale~~restructuring charges of ~~certain U~~$28.S.7 ~~craft~~million ~~businesses and~~ related ~~restructuring~~to ~~costs~~our ~~including~~Americas ~~accelerated~~Restructuring ~~depreciation~~Plan, ~~charges~~partially inoffset ~~excess~~by ofthe ~~normal~~cycling ~~depreciation~~ of ~~$93.6 million as well as~~ a ~~$41.2~~prior ~~million~~year loss on the ~~disposal~~decision ofto ~~the~~wind ~~sold~~down ~~businesses.~~or ~~See~~sell ~~Part~~certain ~~II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" for further detail~~ of our ~~other~~U.S. ~~operating~~craft ~~income (expense), net~~businesses.

A discussion of currency impacts on other operating income (expense), net is included in the "Foreign currency impacts on results" section above.

Total non-operating income (expense), net

Total non-operating expense, net ~~increased~~improved 3427.76% for the year ended December 31, ~~2024~~2025, compared to prior year, primarily due to ~~higher~~the ~~interest~~cycling ~~expense~~of ~~driven~~a byprior ayear $45.8 million adjustment recorded to interest expense to increase our mandatorily redeemable NCI liability to the final redemption value related to the CBPL buyout, ~~recorded in~~ the ~~third~~cycling ~~quarter~~ of ~~2024,~~ a prior year settlement loss of $34.0 million recorded as a result of Canadian pension plan annuity purchases and ~~unfavorable~~a ~~transactional~~favorable ~~foreign~~$31.7 ~~currency~~million ~~impacts~~unrealized fair value adjustment of the investment in Fevertree Drinks plc in the current year, partially offset by ~~higher~~lower interest income, lower pension and OPEB non-service benefit and higher interest expense as a result of the issuance of EUR 800 million 3.8% senior notes in the second quarter of 2024.

Income tax benefit (expense)

For the years ended

December 31, 2024

December 31, 2023

December 31, 2022

December 31, 2025

December 31, 2024

December 31, 2023

Effective tax rate

2313

2423

~~(198)~~24

Our effective tax rate decreased for the year ended December 31, ~~2024~~2025, compared to the prior year, inprimarily ~~part~~ due to the impact of the $773,645.97 million ~~gain~~partial ~~recognized~~goodwill ~~upon~~impairment, ~~the~~a ~~consolidation~~portion of ~~ZOA~~which inwas ~~the~~not ~~fourth~~deductible ~~quarter~~for oftax ~~2024, which is non-taxable~~purposes. The decrease was ~~partially~~also ~~offset~~driven by ~~(i)~~ the ~~$20.0~~cycling ~~million increase in valuation allowance that was recorded on deferred tax assets related to the sale~~ of ~~certain~~a U$45.S.8 ~~craft~~million ~~businesses~~increase in the ~~third~~mandatorily ~~quarter~~redeemable ofnoncontrolling ~~2024,~~interest ~~and~~liability ~~(ii) the impact~~ of ~~the~~CBPL ~~$45.8~~to ~~million~~its ~~increase~~final inredemption ~~the~~value, ~~mandatorily~~which ~~redeemable~~was ~~NCI~~recorded ~~liability~~to ofinterest ~~CBPL~~expense in the third quarter of 2024, ~~which~~and iswas ~~non-deductible~~nondeductible for tax purposes. ~~The~~These ~~effective~~decreases ~~tax~~were ~~rate~~offset ~~for~~in ~~the~~part ~~year ended December 31, 2024, was further decreased~~ by the ~~recognition~~cycling ofa ~~additional net tax benefit items totaling~~ $1277.89 million, asnontaxable ~~compared~~gain torecognized upon the ~~recognition~~consolidation of ~~additional~~ZOA ~~net tax expense items totaling $10.0 million~~ in the ~~year~~fourth ~~ended~~quarter ~~December~~of ~~31, 2023~~2024.

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 II—Item 8 Financial Statements and Supplementary Data, Note 12, "Income Tax" for further discussion regarding our effective tax rate.~~42

Table o f Contents

On July 4, 2025, the OBBBA was enacted into law in the U.S. The OBBBA includes various provisions which permanently extend certain expiring provisions from the Tax Cuts and Jobs Act of 2017, many of which have different effective dates. Changes in the OBBBA include the accelerated tax recovery for certain capital investments and research and development expenditures, and changes to the business interest expense limitation. Additionally, the OBBBA includes changes to the taxation of foreign income for U.S.-domiciled businesses. While the OBBBA did not materially affect our effective tax rate for the year ended December 31, 2025, it reduced our cash tax payments by approximately $80 million. We are continuing to assess the potential impact of OBBBA changes that become effective after 2025 on our consolidated financial statements.

For a comprehensive view of the income taxes we pay globally, our total tax contribution (inclusive of both income and non‑income taxes), and our approach to being a responsible corporate tax citizen in all jurisdictions in which we operate, refer to Our Imprint Report available at www.molsoncoors.com/goals-and-reporting. Our total tax contribution may be affected by, among other factors, changes to existing tax laws or the enactment of new tax policies, regulations, guidance, or laws, as well as the final resolution of tax audits and any related litigation. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.

Refer to Part II—Item 8 Financial Statements and Supplementary Data, Note 12, "Income Tax" for further discussion regarding our effective tax rate.

Net income (loss) attributable to noncontrolling interests

Net ~~income~~loss attributable to noncontrolling interests ~~increased~~of $2740.86 million declined $75.9 million for the year ended December 31, ~~2024~~2025, ~~compared~~from toincome ~~the prior year, primarily due to the recording~~ of an$35.3 ~~out~~million ~~of period adjustment~~ in the ~~third~~prior ~~quarter~~year. ~~2024~~The tocurrent ~~increase~~year ~~the~~loss ~~noncontrolling~~was ~~interest~~primarily related to the ~~best~~allocation ~~estimate~~ of the ~~redemption~~Americas ~~value~~reporting ~~that~~unit ~~existed~~goodwill atimpairment and the ~~time~~Blue ofRun ~~the~~Spirits ~~put~~intangible ~~option~~asset ~~exercise~~impairment, inpartially ~~March~~offset ~~2024.~~by ~~See~~redemption ~~further~~value ~~discussion~~adjustments. inThe ~~Part II—Item 8~~prior ~~Financial~~year ~~Statements~~income ~~and~~was ~~Supplementary~~driven ~~Data,~~by ~~Note~~an 1,increase ~~"Basis~~in one of ~~Presentation~~the ~~and~~noncontrolling ~~Summary~~interests ofto ~~Significant~~its ~~Accounting~~redemption ~~Policies"~~value.

Segment Results of Operations

Americas Segment

For the years ended

December 31, 2024

% Change

December 31, 2023

% Change

December 31, 2022

December 31, 2025

% Change

December 31, 2024

% Change

December 31, 2023

(In millions, except percentages)

Net sales(1)

98,~~240~~712.28

(25.07)

9,~~425~~240.2

8.(2.0)

89,~~711~~425.52

Income (loss) before income taxes

1(2,~~523~~343.36)

~~(2.8)~~N/M

1,~~566~~523.73

~~400~~(2.78)

~~312~~1,566.97

Financial volume in hectoliters(1)(2)

5853.~~905~~507

(59.72)

6258.~~491~~905

3(5.67)

6062.~~323~~491

~~(1)Includes~~N/M ~~gross~~= ~~inter-segment~~Not ~~sales and volumes which are eliminated in the consolidated totals.~~ meaningful

(21)~~Excludes~~Includes ~~royalty~~gross ~~volume~~inter-segment ofsales ~~2.550~~and ~~million~~volume ~~hectoliters,~~which ~~2.683~~are ~~million~~eliminated ~~hectoliters~~in ~~and 2.719 million hectoliters for~~ the ~~years~~consolidated ~~ended December 31, 2024, 2023 and 2022, respectively~~totals.

(2)Excludes royalty volume of 2.852 million hectoliters, 2.550 million hectoliters and 2.683 million hectoliters for the years ended December 31, 2025, 2024 and 2023, respectively.

Net sales

The following table highlights the drivers of the change in net sales for the year ended December 31, ~~2024~~2025, compared to December 31, ~~2023~~2024, (in percentages):

			Financial Volume						Price and Sales Mix						Currency						Total
Americas net sales			(59.72)		%				43.07		%				(0.32)		%				(25.07)		%

Net sales decreased 25.07% for the year ended December 31, ~~2024~~2025, compared to prior year, driven by lower financial ~~volumes~~volume and unfavorable foreign currency impacts, partially offset by favorable price and sales mix.

Financial volumes decreased 59.72% for the year ended December 31, ~~2024~~2025, compared to prior year, primarily due to lower ~~contract~~U.S. ~~brewing~~volume ~~volumes~~impacted ~~related~~by to the ~~wind~~macroeconomic ~~down~~environment ofresulting ain ~~U.S.~~industry ~~contract~~softness ~~brewing~~as ~~arrangement~~well ~~(1.9~~as ~~million~~lower ~~hectoliters)~~share performance and ~~lower~~an ~~U.S.~~approximate ~~volumes~~3% ~~due~~impact tofrom ~~the~~lower ~~macroeconomic~~contract ~~environment~~brewing volume resulting infrom ~~industry~~the ~~softness~~exit ~~partly~~of ~~offset~~contract bybrewing anarrangements ~~increase~~ in ~~volumes~~the inU.S. and Canada.

Price and sales mix favorably impacted net sales for the year ended December 31, 2024, by 4.0% primarily due to increased net pricing and favorable sales mix as a result of lower contract brewing volumes.43

Table o f Contents

Price and sales mix favorably impacted net sales by 3.7%, for the year ended December 31, 2025, primarily due to favorable sales mix as a result of lower contract brewing volume and positive brand mix as well as increased net pricing. Net sales per hectoliter increased 3.8%.

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

Income (loss) before income taxes

~~Income~~Loss before income taxes ~~declined~~of $2,343.8%6 million decreased $3,866.9 million for the year ended December 31, ~~2024~~2025, compared to income before income taxes in the prior year, primarily due to a $3,645.7 million partial goodwill impairment charge, lower financial ~~volumes~~volume, cost inflation related to materials and manufacturing expenses ~~and~~including ~~higher~~an ~~other~~approximate ~~operating~~$35 ~~expense,~~million ~~net,~~unfavorable ~~partially~~impact ~~offset~~attributable byto ~~increased~~Midwest ~~net~~Premium pricing, ~~favorable~~higher ~~sales mix, lower MG&A expense and favorable cost saving initiatives. Higher~~ other operating expense, net ~~was primarily due to the wind down~~ and ~~sale~~costs ofincurred ~~certain~~related ofto our ~~U.S.~~global ~~craft~~modernization ~~businesses~~ERP ~~and~~system ~~related~~implementation ~~restructuring costs~~project, ~~including~~partially ~~accelerated~~offset ~~depreciation~~by ~~charges~~favorable inmix, ~~excess~~increased ofnet ~~normal~~pricing, ~~depreciation~~cost ofsavings ~~$93.6~~initiatives, ~~million~~lower asMG&A ~~well~~expenses asdriven aby ~~$41.2~~lower ~~million~~short-term ~~loss~~incentive oncompensation ~~the~~expense ~~disposal~~ of ~~the~~approximately ~~sold businesses, partially offset by a~~ $~~77.9~~50 million ~~gain~~and ~~recognized~~lower ~~upon~~marketing ~~the~~investment ~~consolidation~~as ofwell ~~ZOA~~as infavorable ~~the~~unrealized ~~fourth~~fair ~~quarter~~value adjustment of ~~2024.~~the ~~Lower MG&A spend was primarily due to lower incentive compensation expense and lower marketing resulting from cycling higher~~ investment ~~levels~~ in ~~the~~Fevertree ~~prior~~Drinks ~~year~~plc.

Higher other operating expense, net, was primarily due to the cycling of a $77.9 million gain recognized upon the consolidation of ZOA in the fourth quarter of 2024, a $75.3 million full impairment charge to our definite-lived intangible asset related to the Blue Run Spirits asset group and restructuring charges of $28.7 million related to our Americas Restructuring Plan, partially offset by cycling the wind down and sale of certain of our U.S. craft businesses and related restructuring costs.

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

EMEA&APAC Segment


	For the years ended
	December 31, 2025		% Change		December 31, 2024		% Change		December 31, 2023
	(In millions, except percentages)
Net sales(1)	$	2,455.7	1.8	%	$	2,411.1	5.0	%	$	2,296.1
Income (loss) before income taxes	$	(13.1)	N/M		$	145.3	N/M		$	(41.1)

Financial volume in hectoliters(1)(2)	19.310		(6.8)	%	20.722		(2.6)	%	21.286

N/M = Not meaningful

Table of Contents

	For the years ended
	December 31, 2024		% Change		December 31, 2023		% Change		December 31, 2022
	(In millions, except percentages)
Net sales(1)	$	2,411.1	5.0	%	$	2,296.1	14.5	%	$	2,005.2
Income (loss) before income taxes	$	145.3	N/M		$	(41.1)	N/M		$	61.0
Financial volume in hectoliters(1)(2)	20.722		(2.6)	%	21.286		(3.0)	%	21.955

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

(2)Excludes royalty volume of 1.~~185~~224 million hectoliters, 01.~~935~~185 million hectoliters and 10.~~012~~935 million hectoliters for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Net sales

The following table highlights the drivers of the change in net sales for the year ended December 31, ~~2024~~2025, compared to December 31, ~~2023~~2024 (in percentages):

			Financial Volume						Price and Sales Mix						Currency						Total
EMEA&APAC net sales			(2.6.8)		%				64.75		%				04.91		%				51.08		%

Net sales increased 51.08% for the year ended December 31, ~~2024~~2025, compared to prior year, driven by ~~favorable~~ price and sales mix asand ~~well as~~ favorable foreign currency impacts, partially offset by lower financial ~~volumes~~volume.

Financial ~~volumes~~volume decreased 2.6.8% for the year ended December 31, ~~2024~~2025, compared to prior year, primarily due to lower ~~volumes~~volume inacross ~~Western~~all ~~Europe~~regions ~~due~~driven toby soft market demand and ~~high~~a ~~promotional~~heightened ~~activity~~competitive ~~from the competition, partially offset by Central and Eastern Europe volume growth driven by the favorable performance of our above premium and premium brands~~landscape.

Price and sales mix favorably impacted net sales by 4.5% for the year ended December 31, ~~2024~~2025, ~~by 6.7%~~ primarily due to ~~increased~~premiumization, ~~net~~geographic ~~pricing~~mix and ~~favorable~~higher ~~sales~~factored ~~mix~~brand ~~driven~~volume, byas ~~premiumization~~well ~~and~~as ~~favorable~~increased ~~channel~~net ~~mix~~pricing. Net sales per hectoliter increased 9.3%.

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

Table o f Contents

Income (loss) before income taxes

~~Income~~Loss before income taxes ~~was~~of $~~145~~13.31 million declined $158.4 million for the year ended December 31, ~~2024~~2025, compared to aincome ~~loss~~ before income taxes ~~of $41.1 million~~ in the prior year., ~~The improvement was~~ primarily due to the ~~cycling~~partial ofimpairment acharge of $~~160~~198.76 million ~~partial impairment charge~~ to ~~our~~the indefinite-lived intangible asset related to the Staropramen family of brands, ~~recorded~~lower infinancial ~~the~~volume ~~prior~~and ~~year,~~higher ~~increased~~U.K. ~~net~~waste ~~pricing,~~management ~~favorable~~fees ~~sales~~as ~~mix~~a ~~and~~result ~~cost~~of ~~savings~~the ~~initiatives~~implementation of the Extended Producer Responsibility regulations, partially offset by ~~higher~~lower ~~net~~MG&A ~~interest~~expenses ~~expense,~~driven by lower ~~financial~~incentive ~~volumes~~compensation ~~and~~expense ~~higher~~of ~~MG&A~~approximately ~~spend.~~$20 ~~Higher~~million ~~net~~and ~~interest~~targeted ~~expense~~cost ~~was~~reductions, ~~driven~~the bycycling anof ~~adjustment~~a ofprior year $45.8 million adjustment recorded to interest expense to increase our mandatorily redeemable NCI liability to the final redemption value related to the CBPL buyout ~~in the third quarter of 2024. Higher MG&A spend was due to increased strategic~~ and ~~transformation project costs as well as~~ increased ~~marketing~~net ~~to support our brands and innovations~~pricing.

A discussion of 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 ~~as well as realized and unrealized changes in fair value on derivative instruments not designated in hedging relationships related to financing and other treasury-related activities~~. 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, ~~and~~ all other components remain ~~unallocated~~in Unallocated.


	For the years ended
	December 31, 2025		% Change		December 31, 2024		% Change		December 31, 2023
	(In millions, except percentages)
Cost of goods sold	$	48.4	47.6	%	$	32.8	N/M		$	(93.5)
Gross profit (loss)	48.4		47.6	%	32.8		N/M		(93.5)
Operating income (loss)	48.4		47.6	%	32.8		N/M		(93.5)

Total non-operating income (expense), net	(209.7)		5.7	%	(198.4)		10.5	%	(179.6)
Income (loss) before income taxes	$	(161.3)	(2.6)	%	$	(165.6)	(39.4)	%	$	(273.1)

Table of Contents

	For the years ended
	December 31, 2024		% Change		December 31, 2023		% Change	December 31, 2022
	(In millions, except percentages)
Cost of goods sold	$	32.8	N/M		$	(93.5)	(59.3)%	$	(229.9)
Gross profit (loss)	32.8		N/M		(93.5)		(59.3)%	(229.9)
Operating income (loss)	32.8		N/M		(93.5)		(59.3)%	(229.9)
Total non-operating income (expense), net	(198.4)		10.5	%	(179.6)		(13.0)%	(206.5)
Income (loss) before income taxes	$	(165.6)	(39.4)	%	$	(273.1)	(37.4)%	$	(436.4)

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 years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023. 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 II—Item 8 Financial Statements and Supplementary Data, Note 10, "Derivative Instruments and Hedging Activities" for further information.

Total non-operating income (expense), net

Total non-operating expense, net increased ~~10.~~5.7% for the year ended December 31, ~~2024~~2025, compared to prior year, primarily due to alower ~~settlement~~pension ~~loss~~and ofOPEB ~~$34.0~~non-service ~~million~~benefit, ~~recorded~~lower interest income, higher interest expense as a result of ~~Canadian~~the ~~pension~~issuance ~~plan~~of ~~annuity~~EUR ~~purchases~~800 ~~and~~million ~~lower~~3.8% ~~favorable~~senior ~~transactional~~notes in the second quarter of 2024 as well as unfavorable foreign currency transactional impacts, partially offset by ~~higher~~the ~~pension~~cycling ~~and~~of ~~OPEB~~a ~~non-service~~prior ~~benefits~~year ~~and~~settlement ~~higher~~loss ~~interest~~of ~~income~~$34.0 ~~from~~million ~~higher~~recorded ~~cash~~as ~~balances~~a result of Canadian pension plan annuity purchases.

See Part II - Item 8 Financial Statements and Supplementary Data, Note 11, "Employee Retirement Plans and Postretirement Benefits" for further discussion of our pension and OPEB plans.

~~Fever-Tree Partnership~~45

~~Effective~~Table ~~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 Fever-Tree USA, Inc. entity, with the immaterial acquisition to be accounted for as a business combination and consideration to be allocated primarily to working capital balances. Further, we made an investment of approximately $90 million in Fever-Tree Drinks Plc, a listed entity on the London Stock Exchange (LSE:FEVR). The investment will be accounted for at fair value under ASC 321. We expect to incur certain one-time transition and integration fees related to the transactions over the next several months. The amounts of such fees will be dependent upon the progression of our integration plans.Contents

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~~net income (loss) 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 report and our long-term liquidity requirements. We have upcoming debt maturities in 2026, as illustrated in the debt maturity schedule in the cash and cash equivalents section below. We are currently evaluating various alternatives with respect to these maturities, including the potential refinancing of all or a portion of the outstanding debt which may involve utilizing our amended and restated $2.0 billion multi-currency revolving credit facility. We have not made a decision at this time, and the timing, structure and terms of any such transactions will depend on capital market conditions and other factors. There can be no assurance that such transactions, including a potential refinancing, will be pursued or completed on terms acceptable to the Company. We do not have any restrictions that prevent or limit our ability to declare or pay dividends.

44While 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 December 31, 2025, 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.

Table of Contents

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 December 31, 2024, approximately 55% 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 timely repatriating cash held outside the U.S., 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.

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 ~~and 1~~.~~25%~~ ~~senior notes due 2024 (subsequently repaid upon maturity on July 15, 2024).~~ 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 Annual Report on Form 10-K (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 iswas 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 December 31, ~~2024~~2025, the senior notes and related guarantees ~~rank~~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 II—Item 8 Financial Statements and Supplementary Data, Note 9, "Debt" for details of all debt issued and outstanding as of December 31, ~~2024~~2025.

The following summarized financial information relates to the Obligor Group as of December 31, 2024, 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.46

Table o f Contents

	Year ended December 31, 2024
	(In millions)
Net sales, out of which:	$	9,077.4
Intercompany sales to non-guarantor subsidiaries	$	104.5
Gross profit, out of which:	$	3,590.2
Intercompany net costs from non-guarantor subsidiaries	$	(368.3)
Net interest expense, out of which:	$	(170.4)
Intercompany net interest income from non-guarantor subsidiaries	$	31.5
Income before income taxes	$	1,338.9
Net income	$	1,036.2

The following summarized financial information relates to the Obligor Group as of December 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

	As of December 31, 2024
	Year ended December 31, 2025
	(In millions)
Total current assets, out of which:	$	1,859.8
Net sales, out of which:	$	8,472.4
Intercompany receivables from non-guarantor subsidiaries	$	191.6
Intercompany sales to non-guarantor subsidiaries	$	146.7
Total noncurrent assets, out of which:	$	23,958.2
Gross profit, out of which:	$	3,289.5
Noncurrent intercompany notes receivable from non-guarantor subsidiaries	$	3,833.8
Intercompany net costs from non-guarantor subsidiaries	$	(343.3)
Total current liabilities, out of which:	$	2,673.9
Net interest expense, out of which:	$	(225.9)
Current portion of long-term debt and short-term borrowings	$	7.6
Intercompany net interest expense from non-guarantor subsidiaries	$	(1.4)
Intercompany payables due to non-guarantor subsidiaries	$	715.6
Loss before income taxes	$	(2,267.2)
Total noncurrent liabilities, out of which:	$	8,950.8
Net loss	$	(1,926.2)
Long-term debt	$	6,063.6
Noncurrent intercompany notes payable due to non-guarantor subsidiaries	$	13.2


	As of December 31, 2025
	(In millions)
Total current assets, out of which:	$	1,861.3
Intercompany receivables from non-guarantor subsidiaries	$	223.8
Total noncurrent assets, out of which:	$	20,360.8
Noncurrent intercompany notes receivable from non-guarantor subsidiaries	$	3,460.6

Total current liabilities, out of which:	$	5,015.0
Current portion of long-term debt and short-term borrowings	$	2,372.1
Intercompany payables due to non-guarantor subsidiaries	$	797.5
Total noncurrent liabilities, out of which:	$	6,339.3
Long-term debt	$	3,834.3
Noncurrent intercompany notes payable due to non-guarantor subsidiaries	$	29.4

Cash Flows and Use of Cash

Our business historically generates positive operating cash flows each year and our debt ~~maturities~~is ~~are~~ generally of a longer-term nature. See the debt maturity profile graph below or refer to Part II—Item 8 Financial Statements and Supplementary Data, Note 9, "Debt" for further details of our debt maturity profile. However, our liquidity could be impacted significantly by the risk factors described in Part I—Item 1A. Risk Factors.

Cash Flows from Operating Activities

Net cash provided by operating activities of $1,~~910~~784.34 million for the year ended December 31, ~~2024~~2025, decreased $~~168~~125.79 million from $21,~~079~~910.03 million for the year ended December 31, ~~2023~~2024, primarily due to ~~the~~lower ~~unfavorable timing of working capital, partially offset by higher~~ net income adjusted for non-cash items, a $60.6 ~~The~~million ~~unfavorable~~payment ~~timing~~as final resolution of ~~working~~the ~~capital~~Keystone ~~was~~litigation ~~primarily~~case ~~driven~~and byhigher ~~the~~interest ~~timing~~paid, ofpartially ~~cash~~offset ~~paid~~by lower payments for ~~our~~prior ~~payables~~year asannual ~~well~~incentive ascompensation ~~higher~~and ~~payments~~lower inincome taxes paid including the ~~current~~approximate ~~year~~$80 ~~for~~million ~~2023~~impact ~~annual~~from ~~incentive~~the ~~compensation,~~passage ~~partially~~of ~~offset~~the byOBBBA in the U.S. and the favorable timing of ~~cash~~working ~~receipts~~capital.

Cash Flows from Investing Activities

Net cash used in investing activities of $~~648~~822.01 million for the year ended December 31, ~~2024~~2025, ~~decreased~~increased $~~193~~174.71 million from $~~841~~648.70 million for the year ended December 31, ~~2023,~~2024. The increase in cash used in investing activities was primarily due to ~~cash~~our ~~paid~~investment in ~~the~~Fevertree ~~prior~~Drinks ~~year~~plc ~~for~~of an$88.1 ~~acquisition~~million, higher capital expenditures as a result of the timing of capital projects and ~~other~~the ~~investing~~acquisition ~~activities,~~of asFevertree ~~well~~USA, asInc., ~~higher~~partially ~~proceeds~~offset inby cycling the ~~current~~net ~~year~~proceeds from the sale of the U.S. craft businesses in the prior year.

4647

Table o f Contents

Cash Flows from Financing Activities

Net cash used in financing activities of $1,~~138~~056.48 million for the year ended December 31, ~~2024~~2025, ~~increased~~decreased $~~157~~81.06 million from $~~981~~1,138.4 million for the year ended December 31, ~~2023,~~2024. ~~primarily~~The ~~due~~decrease toin ~~higher~~cash ~~Class~~used Bin ~~common~~financing ~~stock~~activities ~~share~~was ~~repurchases~~primarily ~~and~~due ato the prior year payment to acquire the noncontrolling interest in CBPL~~, partially offset by lower net debt repayments~~.

Capital Resources, including Material Cash Requirements

Cash and Cash Equivalents

As of December 31, ~~2024~~2025, we had total cash and cash equivalents of $~~969~~896.35 million, compared to $~~868~~969.93 million as of December 31, ~~2023~~2024. The ~~increase~~decrease in cash and cash equivalents from December 31, ~~2023~~2024, was primarily due to ~~net~~capital ~~cash provided by operating activities~~expenditures, asClass ~~well~~B ascommon ~~the~~stock ~~issuance~~share ofrepurchases, ~~new~~dividends ~~EUR~~paid, ~~800~~as ~~million~~well ~~3.80%~~as ~~senior~~our ~~notes~~investment ~~due~~in ~~2032.~~Fevertree ~~This~~Drinks ~~was~~plc ~~partially~~and ~~offset by debt repayments, including~~ the ~~repayment~~acquisition of ~~our~~Fevertree ~~EUR~~USA, ~~800 million 1~~Inc.~~25% senior notes which matured in July 2024~~, ~~capital~~partially ~~expenditures,~~offset ~~Class~~by Bnet ~~common~~cash ~~stock~~provided ~~share~~by ~~repurchases,~~operating ~~dividend payments and payment to acquire the noncontrolling interest in CBPL~~activities. See Part II—Item 8 Financial Statements and Supplementary Data, Consolidated Statements of Cash Flows for additional detail.

The majority of our cash and cash equivalents are invested in a variety of highly liquid investments with original maturities of 90 days or less. These investments are viewed by management as low-risk investments on which there are little to no restrictions regarding our ability to access the underlying cash to fund our operations as necessary. While we have some investments in prime money market funds at times, these are classified as cash and cash equivalents; however, we continually monitor the need for reclassification under the SEC requirements for money market funds, and the potential that the shares of such funds could have a net asset value of less than one dollar. We also utilize cash pooling arrangements to facilitate the access to cash across our geographies.

Working Capital

We actively manage our working capital to ensure we are able to meet our short-term obligations and to provide more favorable timing of cash inflows. These efforts include optimizing our inventory levels and managing our payment terms on accounts payable and accounts receivable.

Borrowings

We repaid our EUR 800 million 1.25% senior notes upon their maturity on July 15, 2024, using the cash proceeds from our EUR 800 million 3.80% senior notes issued on May 29, 2024, and cash on hand. Refer to Part II—Item 8 Financial Statements and Supplementary Data, Note 9, "Debt" for details.

Table of Contents

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. On June 3, 2024, we amended our existing $2.0 billion multi-currency revolving credit facility to, among other things, extend the maturity date from June 26, 2028 to June 26, 2029. As of December 31, 2024, we had $2.0 billion available to draw on our amended and restated $2.0 billion multi-currency revolving credit facility. As of December 31, 2024, 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.

Table o f Contents

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. On June 26, 2025, we amended our existing $2.0 billion multi-currency revolving credit facility to extend the maturity date from June 26, 2029 to June 26, 2030. As of December 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 December 31, 2025, we had no borrowings drawn on this amended and restated multi-currency revolving credit facility and no commercial paper borrowings.

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 December 31, ~~2024~~2025, and December 31, ~~2023~~2024. As of December 31, ~~2024,~~2025 and December 31, ~~2023~~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 December 31, ~~2024~~2025, rank pari-passu.

See Part II—Item 8 Financial Statements and Supplementary Data, Note 9, "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. Guarantees of the outstanding third-party debt of our equity method investments, which are classified as current on the consolidated balance sheets, have been excluded from the material cash requirements table below. See Part II - Item 8 Financial Statements and Supplementary Data, Note 3, "Investments" and Part II - Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion.

Material Cash Requirements from Contractual and Other Obligations

A summary of our material cash requirements from our contractual and other obligations as of December 31, 2024, based on foreign exchange rates as of December 31, 2024, is as follows.

	Payments due by period
	Total		2025		2026-2027		2028-2029		2030 and thereafter
	(In millions)
Debt obligations excluding finance leases	$	6,117.5	$	20.4	$	2,364.1	$	2.2	$	3,730.8
Interest payments on debt obligations	3,021.4		234.0		396.1		324.2		2,067.1
Finance leases	85.2		13.0		25.9		16.3		30.0
Retirement plan expenditures(1)	368.5		41.3		74.7		74.0		178.5
Operating leases	252.3		52.7		79.1		40.9		79.6
Other long-term obligations(2)	1,773.4		394.3		622.3		387.1		369.7
Total obligations	$	11,618.3	$	755.7	$	3,562.2	$	844.7	$	6,455.7

See Part II—Item 8 Financial Statements and Supplementary Data, Note 9, "Debt," Note 8, "Leases," Note 11, "Employee Retirement Plans and Postretirement Benefits," Note 10, "Derivative Instruments and Hedging Activities," and Note 13, "Commitments and Contingencies" for additional information.

(1)Primarily represents expected benefit payments under our OPEB plans through 2033. The net underfunded liability as of December 31, 2024, of our defined benefit pension plans (excluding our overfunded plans) and OPEB plans is $34.9 million and $423.0 million, respectively. Defined benefit pension plan contributions in future years will vary based on a number of factors, including actual plan asset returns and interest rates, and thus, have been excluded from the above table.

(2)See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion of the majority of the other long-term obligations which includes supply and distribution and advertising and promotions commitments. The remaining balance relates to derivative payments, information technology services, pre-commencement leases, open purchase orders and other commitments.

Table o f Contents

Material Cash Requirements from Contractual and Other Obligations

A summary of our material cash requirements from our contractual and other obligations as of December 31, 2025, based on foreign exchange rates as of December 31, 2025, was as follows.


	Payments due by period
	Total		2026		2027-2028		2029-2030		2031 and thereafter
	(In millions)
Debt obligations excluding finance leases	$	6,269.5	$	2,424.7	$	1.0	$	2.2	$	3,841.6
Interest payments on debt obligations	2,818.8		239.3		332.9		332.9		1,913.7
Finance leases	82.3		12.2		21.9		17.3		30.9
Retirement plan expenditures(1)	380.2		42.0		77.6		76.9		183.7
Operating leases	257.6		68.3		77.9		41.4		70.0
Other long-term obligations(2)	1,869.9		458.1		654.5		538.5		218.8
Total obligations	$	11,678.3	$	3,244.6	$	1,165.8	$	1,009.2	$	6,258.7

(1)Primarily represents expected benefit payments under our OPEB plans through 2035. The net underfunded liability as of December 31, 2025, of our defined benefit pension plans (excluding our overfunded plans) and OPEB plans was $34.1 million and $435.1 million, respectively. Defined benefit pension plan contributions in future years will vary based on a number of factors, including actual plan asset returns and interest rates, and thus, have been excluded from the above table.

(2)See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion of the majority of the other long-term obligations which includes supply and distribution and advertising and promotions commitments. The remaining balance relates to royalty payments, information technology services, derivative payments, pre-commencement leases and other commitments.

Other Commercial Commitments

Based on foreign exchange rates as of December 31, ~~2024~~2025, future commercial commitments ~~are~~were as follows:

	Amount of commitment expiration per period
	Total amountscommitted		~~2025~~2026(1)		~~2026-~~2027-2028		~~2028-~~2029-2030		~~2030~~2031 and thereafter
	(In millions)
Standby letters of credit	$	45.2	$	43.74	$	1.46	$	~~0.1~~—	$	—0.2

(1)Includes $1210.7 million of letters of credit each of which contain a feature that automatically renews for an additional year if no cancellation notice is submitted. See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion.

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.

Capital Expenditures

We incurred $~~720~~667.84 million, and paid $~~674~~716.16 million, for capital improvement projects worldwide for the year ended December 31, ~~2024~~2025, excluding capital spending by equity method joint ventures, representing ana ~~increase~~decrease of $3253.24 million from the $~~688~~720.68 million of capital expenditures incurred ~~for~~in the year ended December 31, ~~2023~~2024. We continue to ~~focus~~prioritize ~~on where and how we employ~~ our planned capital expenditures, with ana ~~emphasis~~focus on ~~obtaining~~optimizing ~~required~~ returns on invested capital ~~as we determine how to best allocate cash within the business~~.

Table o f Contents

Contingencies

We are party to various legal proceedings arising in the ordinary course of business, environmental ~~litigation~~matters, and indemnities associated with our sale of Kaiser to FEMSA. See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for further discussion.

Off-Balance Sheet Arrangements

Refer to Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for discussion of off-balance sheet arrangements. As of December 31, ~~2024~~2025, we did not have any other material off-balance sheet arrangements.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our consolidated financial statements, we are required to make judgments and estimates that significantly affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. Our estimates are based on historical experience, current trends and various other assumptions we believe to be relevant under the circumstances. We review the underlying factors used in our estimates regularly, including reviewing the significant accounting policies impacting the estimates, to ensure compliance with U.S. GAAP. However, due to the uncertainty inherent in our estimates, actual results may be materially different. We have identified the accounting estimates below as critical to understanding and evaluating the financial results reported in our consolidated financial statements.

For a complete description of our significant accounting policies, see Part II—Item 8 Financial Statements and Supplementary Data, Note 1, "Basis of Presentation and Summary of Significant Accounting Policies"."

Pension and Other Postretirement Benefits

Our defined benefit pension plans cover certain current and former employees in the U.S., Canada and the U.K. Benefit accruals for the majority of employees in our U.S. and U.K. plans ~~have~~are ~~been~~ frozen and the plans are closed to new entrants. In the U.S., we also participate in, and make contributions to, multi-employer pension plans. Further, our OPEB plans provide medical benefits for retirees and their eligible dependents as well as life insurance and, in some cases, dental and vision coverage, for certain retirees in the U.S., Canada and Europe. The defined benefit pension plans are primarily funded, but all OPEB plans are unfunded. We also offer defined contribution plans in each of our segments.

50Accounting for our pension and OPEB plans requires that we make assumptions that involve considerable judgment which are significant inputs in the actuarial models that measure our net pension and OPEB obligations and ultimately impact our earnings. These include the discount rate, long-term expected rate of return on assets, and plan asset fair value determination, which are important assumptions used in determining the plans' funded status and annual net periodic pension and OPEB costs. Further assumptions include inflation considerations and health care cost trends. We evaluate these critical assumptions at least annually on a plan and country-specific basis. We also, with the help of actuaries, periodically evaluate other assumptions involving demographic factors, such as retirement age, mortality and turnover, and update them to reflect our experience and expectations for the future. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our net pension and postretirement benefit obligations and related expense. The following discussion focuses on assumptions that are deemed to have the most material impact on our pension and OPEB liabilities and net periodic benefit cost.

Table of Contents

Accounting for pension and OPEB plans requires that we make assumptions that involve considerable judgment which are significant inputs in the actuarial models that measure our net pension and OPEB obligations and ultimately impact our earnings. These include the discount rate, long-term expected rate of return on assets, and plan asset fair value determination, which are important assumptions used in determining the plans' funded status and annual net periodic pension and OPEB costs. Further assumptions include inflation considerations and health care cost trends. We evaluate these critical assumptions at least annually on a plan and country-specific basis. We also, with the help of actuaries, periodically evaluate other assumptions involving demographic factors, such as retirement age, mortality and turnover, and update them to reflect our experience and expectations for the future. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our net pension and postretirement benefit obligations and related expense. The following discussion focuses on assumptions that are deemed to have the most material impact on our pension and OPEB liabilities and net periodic benefit cost.

Discount Rates

~~The~~Discount ~~assumed discount~~ rates are used to present value future benefit obligations based on each plan's respective estimated duration. Our pension and OPEB discount rates are based on our annual evaluation of high quality corporate bonds in various markets based on appropriate indices and actuarial guidance. We believe that our discount rate assumptions are appropriate; however, significant changes in our assumptions may materially affect our pension and OPEB obligations and related expense.

As of December 31, ~~2024~~2025, on a weighted-average basis, the discount rates used were 5.4131% for our defined benefit pension plans and 54.1595% for our OPEB plans. The change from the weighted-average discount rates of 45.7441% for our defined benefit pension plans and 45.6415% for our OPEB plans as of December 31, ~~2023~~2024, was primarily due to ana ~~increase~~decrease in ~~interest~~corporate ~~rates~~bond inyields ~~2024~~using December 31, ~~particularly~~2025 market data for our U.S. ~~and U.K.~~ plans.

A 50 basis point change in our discount rate assumptions would have had the following effects on the projected benefit obligation balances as of December 31, 2024, for our pension and OPEB plans:

	Decrease in discount rate		Increase in discount rate
	(In millions)
Unfavorable (favorable) impact to projected benefit obligation as of December 31, 2024
Pension obligation	$	119.2	$	(109.1)
OPEB obligation	16.6		(16.3)
Total impact to the projected benefit obligation	$	135.8	$	(125.4)

Our U.K. pension plan includes benefits linked to inflation. The above sensitivity analysis does not consider the implications to inflation resulting from the above contemplated discount rate changes. This sensitivity holds all other assumptions constant.

Long-Term Expected Rate of Return on Assets

The assumed long-term expected return on assets is used to estimate the actual return that will occur on each individual funded plan's respective plan assets in the upcoming year. We determine each plan's EROA with substantial input from independent investment specialists, including our actuaries and our outsourced investment consultants. In developing each plan's EROA, we consider current and expected asset allocations, historical market rates as well as historical and expected returns on each plan's individual asset classes. In developing future return expectations for each of our plan's assets, we evaluate general market trends as well as key elements of asset class returns such as expected earnings growth, yields and spreads. The calculation includes inputs for interest, inflation, credit and risk premium (active investment management) rates and fees paid to service providers. Based on the above factors and expected asset allocations, we have assumed, on a weighted-average basis, an EROA of 5.70% for our defined benefit pension plan assets for cost recognition in 2025. This is an increase from the weighted-average rate of 5.47% we assumed for 2024, primarily due to the increase in interest rates in 2024 causing higher expected future fixed income returns. We believe that our EROA assumptions are appropriate; however, significant changes in our assumptions or actual returns that differ significantly from estimated returns may materially affect our net periodic pension costs.

Table o f Contents

A 50 basis point change in our ~~EROA~~discount rate assumptions ~~made at the beginning of 2024~~ would have had the following effects on ~~2024~~the ~~net~~benefit ~~periodic~~obligation balances as of December 31, 2025, for our pension and ~~postretirement~~OPEB ~~benefit costs.~~plans:

	Decrease in EROA		Increase in EROA
	Decrease in discount rate		Increase in discount rate
	(In millions)
(Unfavorable) favorable impact to the 2024 net periodic pension and postretirement benefit cost	$	(13.9)	$	13.9
Increase (decrease) impact to benefit obligation as of December 31, 2025
Pension obligation	$	116.3	$	(106.7)
OPEB obligation	17.2		(16.0)
Total impact to the benefit obligation	$	133.5	$	(122.7)

Long-Term Expected Rate of Return on Assets

The long-term expected return on assets is used to estimate the actual return that will occur on each individual funded plan's respective plan assets in the upcoming year. We determine each plan's EROA with substantial input from independent investment specialists, including our actuaries and our outsourced investment consultants. In developing each plan's EROA, we consider current and expected asset allocations, historical market rates as well as historical and expected returns on each plan's individual asset classes. In developing future return expectations for each of our plan's assets, we evaluate general market trends as well as key elements of asset class returns such as expected earnings growth, yields and spreads. The calculation includes inputs for interest, inflation, credit and risk premium (active investment management) rates and fees paid to service providers. Based on the above factors and expected asset allocations, we have assumed, on a weighted-average basis, an EROA of 6.05% for our defined benefit pension plan assets for cost recognition in 2026. This was an increase from the weighted-average rate of 5.70% we assumed for 2025, primarily due to updated investment guidelines and target asset allocations. We believe that our EROA assumptions are appropriate; however, significant changes in our assumptions or actual returns that differ significantly from estimated returns may materially affect our net periodic pension costs.

A 50 basis point change in our EROA assumptions made at the beginning of 2025 would have had the following effects on 2025 net periodic pension and postretirement benefit costs.


	Decrease in EROA		Increase in EROA
	(In millions)
Favorable (unfavorable) impact to the 2025 net periodic pension and postretirement benefit cost	$	(11.7)	$	11.7

Fair Value of Plan Assets

The fair value of plan assets is determined by us using available market information and appropriate valuation methodologies. However, considerable judgment is required in selecting an appropriate methodology and interpreting market data to develop the estimates of fair value, especially in the absence of quoted market values in an active market. Changes in these assumptions or the use of different market inputs may have a material impact on the estimated fair values or the ultimate amount at which the plan assets are available to satisfy our plan obligations.

Health Care Cost Trend Rates

The ~~assumed~~ health care cost trend rates represent the rates at which health care costs are assumed to increase and are based on actuarial input and consideration of historical and expected experience. We use these trends as a significant assumption in determining our postretirement benefit obligation and related costs. Changes in our projections of future health care costs due to general economic conditions and those specific to health care will impact this trend rate. An increase in the trend rate would increase our obligation and expense of our postretirement health care plan. We believe that our health care cost trend rate assumptions are appropriate; however, significant changes in our assumptions may materially affect our postretirement benefit obligations and related costs. As of December 31, ~~2024~~2025, the health care trend rates used were ranging ratably from 7.0050% in ~~2025~~2026 to 3.57% in 2040, which iswas aan ~~slight~~ increase from our assumed health care trend rates ranging ratably from 67.7500% in ~~2024~~2025 to 3.57% in 2040 as of December 31, ~~2023~~2024. See Part II—Item 8 Financial Statements and Supplementary Data, Note 11, "Employee Retirement Plans and Postretirement Benefits" for further information.

Table o f Contents

Contingencies, Environmental and Litigation Reserves

Contingencies, environmental and litigation reserves are recorded when probable, using our best estimate of loss. These estimates involve significant judgment and are based on an evaluation of the range of loss related to such matters and where the amount and range can be reasonably estimated. These matters are generally resolved over a number of years and only when one or more future events occur or fail to occur. Following our initial determination, we regularly reassess and revise the potential liability related to any pending matters as new information becomes available. Unless capitalization is allowed or required by U.S. GAAP, environmental and legal costs are expensed when incurred. We disclose pending loss contingencies when the loss is deemed reasonably possible, which requires significant judgment. As a result of the inherent uncertainty of these matters, the ultimate conclusion and actual cost of settlement may materially differ from our estimates. We recognize contingent gains upon the determination that realization is assured beyond a reasonable doubt, regardless of the perceived probability of a favorable outcome prior to achieving that assurance. In the instance of gain contingencies resulting from favorable litigation, due to the numerous uncertainties inherent in a legal proceeding, gain contingencies resulting from legal settlements are not recognized in income until cash or other forms of payment are received. If significant and probable, we disclose as appropriate.

See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, "Commitments and Contingencies" for a discussion of our contingencies, environmental and litigation reserves as of December 31, ~~2024~~2025.

Goodwill and Intangible Asset Valuation

We evaluate the carrying value of our goodwill and indefinite-lived intangible assets for impairment at least annually or when an interim triggering event occurs that may indicate potential impairment. Our annual impairment test of goodwill and indefinite-lived intangible assets is performed as of October 1, the first day of the last fiscal quarter. We evaluate our other definite-lived intangible assets for impairment when evidence exists that certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Significant judgments and assumptions are required in such impairment evaluations. As of December 31, ~~2024~~2025, the carrying values of goodwill and intangible assets were approximately $51.69 billion and $12.20 billion, respectively, with the goodwill balance entirely ~~attributed~~attributable to the Americas reporting unit.

52We have the option of using a quantitative or qualitative approach for our annual impairment testing of goodwill and indefinite-lived intangible assets. When utilizing a quantitative impairment testing approach, we use a combination of discounted cash flow analyses and market approaches to determine the fair value of each of our reporting units and an excess earnings approach to determine the fair values of our indefinite-lived brand intangible assets. Our discounted cash flow projections include significant assumptions for growth rates for sales and associated costs of goods sold, which are based on various long-range financial and operational plans of each reporting unit or each indefinite-lived intangible asset, along with terminal growth rates. Additionally, discount rates used in our goodwill analysis are based on weighted-average cost of capital, driven by the prevailing interest rates in geographies where these businesses operate, as well as the credit ratings, financing abilities and opportunities of each reporting unit, among other factors. Discount rates for the indefinite-lived intangible analysis by brand largely reflect the rates supporting the overall reporting unit valuation but may differ to adjust for country or market specific risk associated with a particular brand, among other factors. Our market-based valuations utilize earnings multiples of comparable public companies, which are reflective of the market in which each respective reporting unit operates. The key assumptions used to derive the estimated fair values of our reporting units and indefinite-lived intangible assets represent Level 3 measurements.

~~Table~~Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of ~~Contents~~the annual goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units and indefinite-lived intangible assets may include such items as: (i) a decrease in expected future cash flows, specifically, an inability to execute on our strategic initiatives, including prioritizing our investments to strengthen our core and value beer portfolios and to transform our above premium beer and beyond beer portfolios or an increase in costs driven by inflation or other factors that could significantly impact our immediate and long range results, prolonged weakness in consumer demand or other competitive pressures adversely affecting our long-term volume trends, changes in trends and consumer preferences within the industry towards other brands or product categories, unfavorable working capital changes or an inability to successfully implement our cost savings initiatives, (ii) adverse changes in macroeconomic conditions that significantly differ from our assumptions in timing and/or degree (such as a recession or evolving beer industry), (iii) significant unfavorable changes in tax rates, (iv) volatility in the equity and debt markets or other country-specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples; and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages.

We use a combination of discounted cash flow analyses and market approaches to determine the fair value of each of our reporting units and an excess earnings approach to determine the fair values of our indefinite-lived brand intangible assets. Our discounted cash flow projections include assumptions for growth rates for sales, costs and profits, which are based on various long-range financial and operational plans of each reporting unit or each indefinite-lived intangible asset. Additionally, discount rates used in our goodwill analysis are based on weighted-average cost of capital, driven by the prevailing interest rates in geographies where these businesses operate, as well as the credit ratings, financing abilities and opportunities of each reporting unit, among other factors. Discount rates for the indefinite-lived intangible analysis by brand largely reflect the rates supporting the overall reporting unit valuation but may differ to adjust for country or market specific risk associated with a particular brand, among other factors. Our market-based valuations utilize earnings multiples of comparable public companies, which are reflective of the market in which each respective reporting unit operates. The key assumptions used to derive the estimated fair values of our reporting units and indefinite-lived intangible assets represent Level 3 measurements.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units and indefinite-lived intangible assets may include such items as: (i) a decrease in expected future cash flows, specifically, an inability to execute on our strategic initiatives including our premiumization efforts or an increase in costs driven by inflation or other factors that could significantly impact our immediate and long range results, prolonged weakness in consumer demand or other competitive pressures adversely affecting our long-term volume trends, changes in trends and consumer preferences within the industry towards other brands or product categories, unfavorable working capital changes or an inability to successfully implement our cost savings initiatives, (ii) adverse changes in macroeconomic conditions that significantly differ from our assumptions in timing and/or degree (such as a global pandemic, recession or evolving beer industry), (iii) significant unfavorable changes in tax rates, (iv) volatility in the equity and debt markets or other country-specific factors which could result in a higher weighted-average cost of capital, (v) sensitivity to market multiples; and (vi) regulation limiting or banning the manufacturing, distribution or sale of alcoholic beverages.

If actual performance results differ significantly from our projections or we experience significant fluctuations in our other assumptions, a material impairment loss may occur in the future. See Part II—Item 8 Financial Statements and Supplementary Data, Note 6, "Goodwill and Intangible Assets" for further discussion and presentation of these amounts.

Annual Goodwill Impairment Test

As of the October 1, 2024, testing date, the fair value of the Americas reporting unit was determined to be in excess of its carrying amount and therefore no goodwill impairment charge was recorded. The Americas reporting unit continues to be at a heightened risk of future impairment as the fair value exceeded its respective carrying value by less than 15%. The fair value of the Americas reporting unit decreased during the current year, primarily due to lower market multiples and lower forecasted cash flow projections, with the decreases largely driven by more challenging U.S. industry expectations. This is partially offset by a decrease to the discount rate as a result of reductions in the interest rate environment. Specifically, the discount rate used in developing our annual fair value estimates for the Americas reporting unit in the current year was 8.25% based on market-specific factors, as compared to 9.00% used as of the October 1, 2023, annual testing date. A 50 basis point increase in our discount rate assumption, holding all other assumptions and inputs constant, would not have resulted in an impairment of the Americas reporting unit.

Current projections used for the Americas reporting unit testing reflected growth assumptions associated with our continued plan to consistently grow our core power brand revenue, aggressively premiumize our portfolio, scale and expand beyond beer, invest in our capabilities and invest in our people, communities and planet, all of which are intended to benefit the projected cash flows of the business. While progress has been made on this strategy, including the strengthening of our core brands, there is not enough historical data yet to adequately predict future impacts and forecasted future cash flows are inherently at risk given that the strategies are still in progress. In addition, while we have included in our forecasted future cash flows estimates for expected cost inflation and adjusted our volumes to be reflective of the current beer industry trends, there is still inherent risk in achieving our goals. If our assumptions are not realized, it is possible that further impairment charges may be recorded in the future.

Table o f Contents

Goodwill

During the third quarter of 2025, as we began updating our long-range planning based on current year results to date and industry conditions, we identified a triggering event that indicated it was more likely than not that the carrying value of the Americas reporting unit exceeded its fair value. An impairment test was completed as of August 31, 2025, using a combination of a discounted cash flow analysis and market approach and it was concluded that the carrying value of the Americas reporting unit was in excess of its fair value such that a partial goodwill impairment loss of $3,645.7 million was recorded in the consolidated statements of operations. Due to the partial impairment charge, the Americas reporting unit is still considered to be at a heightened risk of future impairment. The triggering event was due to lower current year and future forecasted results which were driven by declines in the beer industry, market share losses and higher than expected costs in the U.S. combined with a higher discount rate and lower market multiples.

We utilized independent valuation specialists and industry accepted valuation models in calculating the fair value of the Americas reporting unit as of August 31, 2025. The key assumptions used to derive the estimated fair value of the Americas reporting unit, which included the internal cash flow projections based on our updated long-range plans and the discount rate, represented Level 3 measurements. Our discounted cash flow projections included assumptions for growth rates for sales and associated costs of goods sold, which were based on various long-range financial and operational plans, along with terminal growth rates. Additionally, the discount rate used in our analysis was based on the weighted-average cost of capital, driven by the prevailing interest rates and financing abilities as well as the identified risks and opportunities of the reporting unit. The increase in the discount rate compared to the prior year annual test was partially due to the additional risk premium assessed on the reporting unit based on the current industry environment.

Current projections used for the Americas reporting unit testing reflected our focus on building a portfolio of strong and scalable brands in both beer and beyond beer, which entails prioritizing our investments to strengthen our core and value beer portfolios and to transform our above premium beer and beyond beer portfolios. While progress has been made, continued focus is required to deliver on our objectives. Therefore, the growth targets included in management's forecasted future cash flows were inherently at risk given that the strategies are still in progress. Additionally, the fair value determinations are sensitive to changes in the beer industry environment, broader macroeconomic conditions, market multiples and discount rates that could negatively impact future analyses, including the impacts of cost inflation and tariffs, increases to interest rates and other external industry factors impacting our business.

Due to the proximity of the goodwill impairment test completed during the third quarter of 2025 to our annual testing date of October 1, 2025, we completed our required annual goodwill impairment testing using a qualitative approach and concluded that the fair value of the Americas reporting unit was more likely than not in excess of its carrying value and, therefore, no additional goodwill impairment charge was recorded. However, due to the partial impairment charge recognized in the third quarter of 2025, and the fact that the Americas reporting unit's fair value exceeds its carrying value by less than 15%, the Americas reporting unit continues to be at a heightened risk of future impairment.

Indefinite-Lived Intangible Assets

~~The~~During ~~fair~~the ~~values~~third quarter of ~~the~~2025, ~~Coors~~as ~~brands~~we inbegan ~~the~~updating ~~Americas~~our ~~(inclusive~~long-range ofplanning ~~our~~based ~~Coors~~on ~~brand~~current inyear ~~the~~results ~~U.S.~~to date and ~~Coors~~the ~~distribution~~current ~~agreement~~challenging industry environment in ~~Canada)~~the relevant markets, we identified a triggering event for the ~~Miller~~Staropramen family of brands in the UEMEA&APAC segment.~~S.,~~ ~~the~~The ~~Carling~~triggering ~~brands~~event was driven by softer than expected current year and future forecasted results in certain of the ~~U.K.~~key ~~and~~markets where the Staropramen family of brands inis ~~EMEA&APAC~~sold. ~~are~~We ~~sufficiently~~completed inan ~~excess~~impairment oftest ~~their~~using ~~respective~~a ~~carrying~~discounted ~~values~~cash flow approach as of ~~the~~August ~~October 1~~31, ~~2024~~2025 ~~annual~~and ~~testing~~concluded ~~date,~~that ~~with~~the ~~each~~carrying ~~having~~value ~~over~~of ~~15%~~the ~~cushion~~Staropramen family of brands was in excess of its fair value ~~over~~such ~~book~~that ~~value~~a partial impairment loss of $198.6 Wemillion ~~utilize~~was ~~Level~~recorded 3within ~~fair~~other ~~value~~operating ~~measurements~~income (expense), net in ~~our~~the consolidated statements of operations. After the impairment ~~analysis~~charge, the carrying value of ~~our~~the ~~indefinite-lived~~Staropramen ~~intangible~~family ~~assets~~of brands was $257.1 million. The ~~future~~decline ~~cash~~in ~~flows~~the ~~used~~fair invalue of the ~~analyses~~Staropramen ~~are~~family ~~based~~of onbrands ~~internal~~during ~~cash~~the ~~flow~~current ~~projections~~year ~~utilizing~~was ~~our~~impacted ~~long~~by ~~range~~reductions ~~plans~~in ~~and~~management ~~include~~forecasts ~~significant~~due ~~assumptions~~to lower than expected brand results in 2025 driven by ~~management.~~soft Amarket 50demand ~~basis~~and ~~point~~a ~~increase~~heightened competitive landscape across key markets, resulting in ~~our~~a ~~discount~~more ~~rate~~modest growth trajectory than in previous assumptions. ~~would~~In ~~not~~conjunction with the impairment review of the Staropramen family of brands, we also reassessed the brand's indefinite-life classification and determined that the impaired brand has characteristics that have evolved and which now indicate a definite-life is more appropriate, including prolonged weakness in consumer demand driven by increased economic and competitive pressures. These factors have resulted in ancontinued ~~impairment~~declines ofin ~~any~~performance and these pressures are expected to continue into the future. Therefore, we reclassified the Staropramen family of ~~our~~brands ~~indefinite~~to a definite-lived intangible ~~assets~~asset with a useful life of 50 years effective August 31, 2025.

As of the October 1, 2023, testing date, the carrying value of the Staropramen family of brands in EMEA&APAC was determined to be in excess of its fair value such that a partial impairment loss of $160.7 million was recorded in our consolidated statements of operations during the fourth quarter of 2023. 54

Table o f Contents

We utilized Level 3 fair value measurements in our impairment analysis of the Staropramen family of brands indefinite-lived intangible asset. We utilized independent valuation specialists in calculating the fair value of the Staropramen family of brands using the excess earnings approach. The future cash flows used in the analyses were based on internal cash flow projections related to our long-range plans and included significant assumptions for growth rates for sales and associated costs of goods sold. The discount rate utilized for the Staropramen family of brands was a key assumption and was based on the weighted-average cost of capital, driven by the prevailing interest rates and financing abilities of the geographies in which the family of brands are sold as well as the identified risks and opportunities of the brands for each geography.

The fair values of the Coors brands in the Americas (inclusive of our Coors brand in the U.S. and Coors distribution agreement in Canada), the Miller brands in the U.S. and the Carling brands in the U.K. are sufficiently in excess of their respective carrying values as of the October 1, 2025 annual testing date, with each having over 15% cushion of fair value over book value. We utilized Level 3 fair value measurements in our impairment analyses of our indefinite-lived intangible assets. An excess earnings approach is used to determine the fair values of these assets as of the testing date. The future cash flows used in the analyses are based on internal cash flow projections utilizing our long range plans and include significant assumptions by management. As of the October 1, 2025 annual testing date, a 50 basis point increase in our discount rate assumptions would not have resulted in an impairment of any of our indefinite-lived intangible assets.

Definite-Lived Intangible Assets and Other Long-Lived Assets

We continuously monitor the performance of our definite-lived intangible assets and other long-lived assets for potential triggering events suggesting an impairment review should be performed or useful lives should be re-assessed. ~~Due~~During tothe athird ~~reduction~~quarter inof ~~forecasted~~2025, ~~cash~~as ~~flows~~we ~~associated~~began ~~with~~updating ~~one~~our oflong-range ~~our~~planning ~~asset~~based ~~groups~~on current year results to date, we identified ~~this as~~ a triggering event ~~during~~for the ~~fourth~~Blue ~~quarter~~Run ofSpirits ~~2024~~asset group in the Americas segment, due to softer current year and ~~performed~~future forecasted results primarily driven by a ~~recoverability~~challenging ~~test~~macroeconomic environment for ~~the~~full ~~long-lived~~strength ~~assets~~spirits, atresulting ~~the~~in lower sales. The asset group ~~level~~did ~~but~~not ~~concluded~~pass ~~that~~ the recoverability test ~~passed~~ and nothe ~~impairment~~carrying value was ~~recorded.~~determined Noto ~~other~~exceed ~~material~~its ~~triggering~~fair ~~events~~value ~~were~~resulting ~~identified~~ in ~~either~~the ~~2024~~full orimpairment ~~2023~~of ~~related~~the ~~to our~~ definite-lived intangible ~~assets~~brand orof $75.3 million as of August 31, 2025, which was recorded within other ~~definite-lived~~operating ~~assets~~income (expense), net in the consolidated statement of operations. The asset group was measured at fair value primarily using a discounted cash flow approach and utilized Level 3 fair value measurements.

Additionally, during 2024, due to a reduction in forecasted cash flows associated with one of our asset groups, we identified a triggering event and performed a recoverability test for the long-lived assets at the asset group level but concluded that the recoverability test passed and no impairment was recorded. No other material triggering events were identified in either 2025 or 2024 related to our definite-lived intangible assets or other long-lived assets.

Income Taxes

Income taxes are accounted for in accordance with U.S. GAAP. Judgment is required in determining our consolidated provision for income taxes. In the ordinary course of our global business, there are many transactions for which the ultimate tax outcome is uncertain. Additionally, our income tax provision is based on calculations and assumptions that are subject to examination by many different tax authorities.

We are periodically subject to income tax audits in various foreign and domestic jurisdictions, which can involve questions regarding our tax positions and result in additional income tax liabilities assessed against us. Settlement of any challenge resulting from these tax controversies can result in a variety of resolutions including no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on its technical merits. We measure and record the tax benefits from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Our estimated liabilities related to these matters are adjusted in the period in which the uncertain tax position is effectively settled, the statute of limitations for examination expires or when additional information becomes available. Our liability for unrecognized tax benefits requires the use of assumptions and significant judgment to estimate the exposures associated with our various filing positions. Although we believe that the judgments and estimates made are reasonable, actual results could differ and resulting adjustments could materially affect our effective tax rate and tax provision.

When cash is available after satisfying working capital needs and all other business obligations, we may distribute current earnings and the associated cash from a foreign subsidiary to its U.S. parent, and record the tax impact associated with the distribution. However, to the extent current earnings of our foreign operations exist and are not otherwise distributed or planned to be distributed, such earnings accumulate. These accumulated earnings are not considered permanently reinvested in our foreign operations. The taxes associated with any future repatriation of undistributed earnings are anticipated to be insignificant.

Table o f Contents

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We evaluate our ability to realize the tax benefits associated with deferred tax assets by assessing the adequacy of future expected taxable income, including the reversal of existing temporary differences, historical and projected operating results, and the availability of prudent and feasible tax planning strategies. The realization of tax benefits is evaluated by jurisdiction and the realizability of these assets can vary based on the character of the tax attribute and the carryforward periods specific to each jurisdiction.

There are proposed or pending tax law changes in various jurisdictions in which we do business. As discussed in Part II—Item 8 Financial Statements and Supplementary Data, Note 12, "Income Tax", we recognize the impacts of changes in tax law upon enactment, and therefore, proposed changes in tax law, regulations and rules are not reflected within our tax provision. As a result, such changes may, upon ultimate enactment, result in material impacts to our financial statements.

Table of Contents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of our global operations, we are exposed to market risks associated with volatile interest rates, foreign currency exchange fluctuations and commodity price risks. To manage our exposure to these market risks, we enter into certain supplier-based and market-based hedging transactions. Such transactions are allowed under our risk management policy and are monitored closely with clear controls around the activities. Our market-based transactions include a variety of derivative financial instruments, none of which are used for trading or speculative purposes. The counterparties to these market-based transactions are generally highly rated institutions. Our objective is to manage our exposures and to decrease the volatility of our earnings and cash flows as a result of changes in underlying rates and ~~costs~~prices.

Interest Rate Risk

We are exposed to volatility in interest rates with regard to our current and future debt offerings. Specifically, we are exposed to U.S. Department of Treasury rates, Canadian government rates and SOFR, or any such alternatives like SONIA or EURIBOR, for example. We may, from time to time, enter into interest rate swaps on our current debt obligations as our hedging strategy is to achieve our desired fixed-to-floating rate debt profile such that we manage the volatility in earnings as well as the cost of funding our operations. Further, we may enter into forward starting interest rate swaps to manage our exposure to the volatility of interest rates associated with future interest payments on a forecasted debt issuance.

In May 2023, we amended our 2026 forward starting interest rate swaps to replace LIBOR with SOFR. Subsequent to this transition, we are no longer exposed to LIBOR. AsThe ~~of 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 December 31, 2025 and December 31, 2024. See Part II - Item 8. Financial Statements and Supplementary Data, Note 9. "Debt" for the maturity dates of our outstanding debt instruments.

	Notional amounts				Fair Value Asset/(Liability)				Effect of Adverse Change
(In millions)	As of December 31, ~~2024~~2025		As of December 31, ~~2023~~2024		As of December 31, ~~2024~~2025		As of December 31, ~~2023~~2024		As of December 31, ~~2024~~2025		As of December 31, ~~2023~~2024
USD denominated fixed rate debt	$	4,900.0	$	4,900.0	$	(4,484.4)	$	(4,608.2)	$	(355.3)	$	(414.4)
USD denominated fixed rate notes	$	4,900.0	$	4,900.0	$	(4,539.0)	$	(4,484.4)	$	(328.7)	$	(355.3)
Foreign currency denominated fixed rate debt	$	1,175.9	$	1,260.7	$	(1,212.8)	$	(1,248.6)	$	(63.3)	$	(13.5)
Foreign currency denominated fixed rate notes	$	1,304.0	$	1,175.9	$	(1,340.9)	$	(1,212.8)	$	(59.4)	$	(63.3)
Forward starting interest rate swaps	$	1,000.0	$	1,000.0	$	9683.37	$	4196.63	$	(7581.14)	$	(7875.91)

Foreign Exchange Risk

Foreign currency exchange risk is inherent in our operations, primarily due to operating results that are denominated in currencies other than the USD. We closely monitor our operations in each country and seek to adopt appropriate strategies that are responsive to foreign currency fluctuations. Our financial risk management policy is intended to mitigate a portion of the potentially unfavorable impact of exchange rates on our earnings and cash flows.

Changes in foreign currency exchange rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries, royalty agreements and transactions denominated in currencies other than the USD, and their related cash flows, specifically related to the purchase of production inputs and imports, as well as our foreign currency-denominated debt. See Part II - Item, 8. Financial Statements and Supplementary Data, Note 1. "Basis of Presentation and Summary of Significant Accounting Policies" for our accounting policy over the accounting for translation adjustments and foreign currency transactions.

Filing Compare · MOLSON COORS BEVERAGE CO