UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 1928, ~~2025~~2026

BellRing Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39093		87-3296749
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
2503 S. Hanley Road	St. Louis	Missouri	63144
1 N Brentwood, Blvd., Suite 1550	St. Louis	Missouri	63105
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (314) 644-~~7600~~7652


2503 S. Hanley Rd.	St. Louis	Missouri	63144
(Former Address of Principal Executive Office)			(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BRBR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~On November 19, 2025, the Board of Directors (the “Board”) of~~ BellRing Brands, Inc. (the “Company”) ~~approved,~~held ~~effective~~its ~~November~~annual ~~19,~~meeting ~~2025~~of ~~(the~~stockholders ~~“Effective Date”), a $600 million share repurchase authorization~~ (the “~~New~~Annual ~~Authorization~~Meeting”) ~~and~~entirely ~~cancelled~~virtually, ~~effective~~conducted ~~November~~via ~~19,~~a ~~2025,~~live ~~its~~audio-only ~~existing~~webcast ~~$400~~on ~~million share repurchase authorization~~Wednesday, ~~which~~January ~~was approved by the Board and became effective on September 2~~28, ~~2025 (the “Existing Authorization”)~~2026. ~~The~~At ~~Company had repurchased approximately $123 million of shares of common stock under~~ the ~~Existing~~Annual ~~Authorization~~Meeting, as of ~~November 19, 2025. The New Authorization extends for a two-year period beginning on~~ the ~~Effective Date~~118,425,407 ~~and the Company may begin repurchasing~~ shares ~~under~~outstanding ~~the~~and ~~New~~entitled ~~Authorization on the Effective Date. Repurchases may be made from time~~ to ~~time in the open market~~vote, ~~in private purchases~~100, ~~through forward~~350,223 ~~derivative,~~shares ~~accelerated~~were ~~repurchase or automatic purchase transactions~~represented, orconstituting ~~otherwise~~a 84.74% quorum. The ~~New~~final ~~Authorization~~result ~~does~~for ~~not,~~each ~~however, obligate the Company to acquire any particular amount~~ of ~~shares, and repurchases may be suspended or terminated at any time at~~ the ~~Company’s~~matters ~~discretion.~~submitted ~~The amount and timing of repurchases are subject~~ to a ~~variety~~vote of ~~factors including liquidity, share price, market conditions and legal requirements. A press release announcing~~ the ~~approval~~stockholders ofat the ~~New~~Annual ~~Authorization~~Meeting ~~and~~are ~~the cancellation of the Existing Authorization is attached~~ as ~~Exhibit 99.1 hereto and is incorporated herein by reference.~~follows:

Proposal 1: Each of the nominees for director were elected to serve until the Company’s annual meeting of stockholders to be held in 2027 or until their respective successors are elected and qualified, by the votes set forth in the table below:

9.01. Financial Statements and Exhibits.


Nominee	For	Withhold	Broker Non-Votes	Percentage of Votes Cast For
Robert V. Vitale	69,541,042	24,565,552	6,243,629	73.9%
Darcy H. Davenport	92,522,171	1,584,423	6,243,629	98.3%
David I. Finkelstein	92,950,103	1,156,491	6,243,629	98.8%
Chonda J. Nwamu	92,519,129	1,587,465	6,243,629	98.3%
Elliot H. Stein, Jr.	89,082,408	5,024,186	6,243,629	94.7%

~~(d) Exhibits~~Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified by the stockholders, by the votes set forth in the table below:

Exhibit No.	Description
For		Against	Abstain	Percentage ofVotes Cast For
99.1	Press Release dated November 20, 2025
100,054,830		16,631	278,762	99.7%
104	Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

Proposal 3: The Company's executive compensation as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 21, 2022, was approved by the non-binding advisory votes of the stockholders set forth in the table below:


For	Against	Abstain	Broker Non-Votes	Percentage of Votes Cast For
77,493,242	16,312,005.00	301,347	6,243,629	82.4%

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

Date: November 20, 2025	BellRing Brands, Inc.
Date: February 2, 2026	BellRing Brands, Inc.
	(Registrant)
	By:	/s/ Craig L. Rosenthal
	Name:	Craig L. Rosenthal
	Title:	Chief Legal Officer and Corporate Secretary

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