SEC EDGAR · 10-K
10-K – 2026-02-27 – mnst-20251231x10k.htm
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Omsättning
- Industry Overview | The “alternative” beverage category combines non-carbonated, ready-to-drink iced teas, lemonades, juice cocktails, single-serve juices and fruit beverages, ready-to-drink dairy and coffee drinks, energy drinks, sports drinks and single-serve still waters (flavored, unflavored and enhanced) with “new age” beverages, including sodas that are considered natural, sparkling juices and flavored sparkling beverages. According to Beverage Marketing Corporation, domestic U.S. wholesale sales in 2025 for | Reportable Segments
- We continue to evaluate and, where considered appropriate, introduce additional products, flavors and types of beverages to complement our existing product lines. We may also evaluate, and as appropriate, introduce additional types of consumer products we consider to be complementary to our existing products and/or to which our brand names are able to add value. | The Company also sells and/or enters into license agreements that generate revenues associated with third-party sales of non-beverage products bearing the Company’s trademarks including, but not limited to, clothing, backpacks, hats, t-shirts, jackets, helmets and automotive wheels. | Products – Packaging
- During 2025, we continued to expand distribution of our products in both our domestic and international markets. | Distribution levels vary by product and geographic location. Net sales outside the United States were $3.44 billion, $2.96 billion and $2.71 billion for the years ended December 31, 2025, 2024 and 2023, respectively. | Monster Energy ® Distribution Agreements
- We are also subject to increasing levels of regulatory issues, including in relation to the registration and/or taxation of our products in certain international markets, which may put us at a competitive disadvantage. (See “Government Regulation” below for additional information.) | We compete not only for consumer preference, but also for maximum marketing, sales efforts and attention from our multi-brand licensed bottlers and distributors, many of which have a principal affiliation with competing companies and brands. Our products compete with all liquid refreshments, including TCCC, PepsiCo, Inc. (“PepsiCo”), Keurig Dr. Pepper Inc. (“KDP”) and Red Bull GmbH. From time to time, competitors have entered into distribution or acquisition agreements with certain other competi | Domestically, our energy drinks compete directly with Red Bull, CELSIUS, Alani Nu, C4, Ghost, 5-Hour Energy, Rockstar, Bloom, V8 + Energy, Venom, and many other brands.
- Our alcohol products compete within the FMB, hard seltzer, and craft beer categories of the alcohol beverage industry. Competition includes microbreweries, regional brewers, national craft brewers, and large international and domestic producers of beers, FMBs, and hard seltzers such as Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company and The Mark Anthony Group among many others. | Sales and Marketing | Our sales and marketing strategy for all our non-alcohol beverages is to focus our efforts on developing brand awareness through image-enhancing programs and product sampling. We support our non-alcohol brands with prize promotions, price promotions, competitions, endorsements from selected public and sports figures, sports personality endorsements, influencer endorsements, collaborations, sampling and sponsorship of selected athletes, teams, series, bands, esports, causes and events. We utilize
- Sales and Marketing | Our sales and marketing strategy for all our non-alcohol beverages is to focus our efforts on developing brand awareness through image-enhancing programs and product sampling. We support our non-alcohol brands with prize promotions, price promotions, competitions, endorsements from selected public and sports figures, sports personality endorsements, influencer endorsements, collaborations, sampling and sponsorship of selected athletes, teams, series, bands, esports, causes and events. We utilize | We also manage taprooms and brewpubs adjacent to some of our manufacturing locations where we sell our alcohol products, merchandise, and food to consumers in a branded environment.
- Where appropriate, we partner with our bottlers/distributors and/or retailers to assist our marketing efforts. | We increased expenditures for our sales and marketing programs by approximately 6.3% in the year ended December 31, 2025 compared to the year ended December 31, 2024. | Customers
- Customers | Our non-alcohol customers are primarily full service beverage bottlers/distributors, retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military. Our alcohol customers are primarily beer distributors who in turn sell to retailers within the alcohol distribution system. Percentages of our gross billings to various customer types for the years ended December 31 |
Rörelseresultat
- We believe that, subject to increases in the costs of certain raw materials being contained, these value drivers, when implemented and/or achieved in the United States and internationally, will result in: (1) improving or maintaining our product gross profit margins; (2) reducing our expenses as a percentage of net operating revenues; and (3) enhancing our cost of capital. The ultimate measure of success is and will be reflected in our current and future results of operations. | Net sales, gross profit, operating income, net income and net income per share represent key measurements of the above value drivers. These measurements will continue to be a key management focus in 2026 and beyond (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”). | As of December 31, 2025, the Company had working capital of $3.91 billion compared to $2.54 billion as of December 31, 2024. The increase in working capital was primarily the result of the increase in cash and cash equivalents and short-term investments. For the year ended December 31, 2025, our net cash provided by operating activities was approximately $2.10 billion as compared to $1.93 billion for the year ended December 31, 2024. Principal uses of cash flows in 2025 were purchases of availab
- Operating income 1 |
- Operating income as a percentage of net sales |
- Operating Income | Operating income was $2.42 billion for the year ended December 31, 2025, an increase of approximately $489.1 million, or 25.3% higher than operating income of $1.93 billion for the year ended December 31, 2024. Operating income as a percentage of net sales increased to 29.2% for the year ended December 31, 2025 from 25.8% for the year ended December 31, 2024.
- Operating Income | Operating income was $2.42 billion for the year ended December 31, 2025, an increase of approximately $489.1 million, or 25.3% higher than operating income of $1.93 billion for the year ended December 31, 2024. Operating income as a percentage of net sales increased to 29.2% for the year ended December 31, 2025 from 25.8% for the year ended December 31, 2024. | Operating income was $659.3 million and $536.3 million for the years ended December 31, 2025 and 2024, respectively, for our international operations, exclusive of Canada.
- Operating income was $2.42 billion for the year ended December 31, 2025, an increase of approximately $489.1 million, or 25.3% higher than operating income of $1.93 billion for the year ended December 31, 2024. Operating income as a percentage of net sales increased to 29.2% for the year ended December 31, 2025 from 25.8% for the year ended December 31, 2024. | Operating income was $659.3 million and $536.3 million for the years ended December 31, 2025 and 2024, respectively, for our international operations, exclusive of Canada. | Operating income for the Monster Energy® Drinks segment, exclusive of corporate and unallocated expenses, was $2.98 billion for the year ended December 31, 2025, an increase of approximately $514.0 million, or 20.9% higher than operating income of $2.46 billion for the year ended December 31, 2024. The increase in operating income for the Monster Energy® Drinks segment was primarily the result of an increase in net sales.
- Operating income was $659.3 million and $536.3 million for the years ended December 31, 2025 and 2024, respectively, for our international operations, exclusive of Canada. | Operating income for the Monster Energy® Drinks segment, exclusive of corporate and unallocated expenses, was $2.98 billion for the year ended December 31, 2025, an increase of approximately $514.0 million, or 20.9% higher than operating income of $2.46 billion for the year ended December 31, 2024. The increase in operating income for the Monster Energy® Drinks segment was primarily the result of an increase in net sales. | Operating income for the Strategic Brands segment, exclusive of corporate and unallocated expenses, was $240.8 million for the year ended December 31, 2025, an increase of approximately $7.0 million, or 3.0% higher than operating income of $233.8 million for the year ended December 31, 2024. The increase in operating income for the Strategic Brands segment was primarily the result of an increase in net sales.
- Operating income for the Monster Energy® Drinks segment, exclusive of corporate and unallocated expenses, was $2.98 billion for the year ended December 31, 2025, an increase of approximately $514.0 million, or 20.9% higher than operating income of $2.46 billion for the year ended December 31, 2024. The increase in operating income for the Monster Energy® Drinks segment was primarily the result of an increase in net sales. | Operating income for the Strategic Brands segment, exclusive of corporate and unallocated expenses, was $240.8 million for the year ended December 31, 2025, an increase of approximately $7.0 million, or 3.0% higher than operating income of $233.8 million for the year ended December 31, 2024. The increase in operating income for the Strategic Brands segment was primarily the result of an increase in net sales. | Operating loss for the Alcohol Brands segment, exclusive of corporate and unallocated expenses, was $127.0 million for the year ended December 31, 2025, a decrease of approximately $73.4 million, or 36.6% lower than operating loss of $200.3 million for the year ended December 31, 2024. The decrease in operating loss for the Alcohol Brands segment for the year ended December 31, 2025 was primarily the result of a decrease in the Alcohol Brands segment impairment charges. Operating loss for the Al
Periodens resultat
- Our alcohol beverages are also subject to various taxes, license fees, and the like levied by governmental entities as well as bonds that such entities may deem necessary to ensure compliance with applicable laws and regulations. One such tax that we must comply with is the U.S. federal excise tax. Beginning in January 2018, the federal excise taxes imposed on domestic brewers that produce less than 2 million barrels annually were reduced from $7.00 to $3.50 per barrel on the first 60,000 barrel | Compliance with Environmental Laws. Our facilities and those of our co-packers in the United States are subject to federal, state and local environmental laws and regulations, including those relating to air emissions, water discharges, the use of water resources, waste disposal, recycling, and extended producer responsibility. Our operations in other countries are subject to similar federal, state, local and supranational laws and regulations that may be applicable in such countries. Changes in | Container Deposits. Various municipalities, states and foreign countries require that a deposit be charged for certain non-refillable beverage containers. The precise requirements imposed by these measures vary by jurisdiction. Other deposit, recycling, ecotaxes and/or product stewardship proposals have been, and may in the future be, introduced and enacted at the federal, state, and local levels, and in foreign countries.
- Our focus is in the energy drink category, and our business is vulnerable to adverse changes impacting the energy drink category and business, which could adversely impact our business and the trading price of our common stock. | Most of our sales are currently derived from our energy drinks. Any decrease in the sales of our Monster Energy® brand and other energy drinks could significantly adversely affect our future revenues and net income. Historically, we have experienced substantial competition from new entrants in the energy drink category as well as from the energy shot category. For a discussion of such competition, see “Part I, Item 1 – Business – Competition.” | The increasing number of competitive products and limited amount of shelf space in retail stores, including in beverage coolers, may adversely impact our ability to gain or maintain our share of sales in the marketplace. In addition, certain actions of our competitors, including unsubstantiated and/or misleading claims, false advertising claims and tortious interference in our business, as well as competitors selling misbranded products, could impact our sales. Competitive pressures in the energ
- Volatility of our stock price may restrict sale opportunities. | Our stock price is affected by a number of factors, including stockholder expectations, financial results, the introduction of new products by us and our competitors, general economic and market conditions such as inflation, estimates and projections by the investment community and public comments by other parties, as well as many other factors, including litigation, many of which are beyond our control. We do not provide guidance on our future performance, including, but not limited to, our rev | Our investments are subject to risks which may cause losses and affect the liquidity of such investments.
- We believe that, subject to increases in the costs of certain raw materials being contained, these value drivers, when implemented and/or achieved in the United States and internationally, will result in: (1) improving or maintaining our product gross profit margins; (2) reducing our expenses as a percentage of net operating revenues; and (3) enhancing our cost of capital. The ultimate measure of success is and will be reflected in our current and future results of operations. | Net sales, gross profit, operating income, net income and net income per share represent key measurements of the above value drivers. These measurements will continue to be a key management focus in 2026 and beyond (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”). | As of December 31, 2025, the Company had working capital of $3.91 billion compared to $2.54 billion as of December 31, 2024. The increase in working capital was primarily the result of the increase in cash and cash equivalents and short-term investments. For the year ended December 31, 2025, our net cash provided by operating activities was approximately $2.10 billion as compared to $1.93 billion for the year ended December 31, 2024. Principal uses of cash flows in 2025 were purchases of availab
- Net income 1 |
- Net income as a percentage of net sales |
- Net income per common share: |
- Provision for income taxes was $577.1 million for the year ended December 31, 2025, an increase of $96.7 million, or 20.1% higher than the provision for income taxes of $480.4 million for the year ended December 31, 2024. The effective combined federal, state and foreign tax rate was 23.2% and 24.1% for the years ended December 31, 2025 and 2024, respectively. The decrease in the effective tax rate was primarily attributable to an increase in the stock-based compensation deduction for the year e | Net Income | Net income was $1.91 billion for the year ended December 31, 2025, an increase of $396.4 million, or 26.3% higher than net income of $1.51 billion for the year ended December 31, 2024.
Resultat per aktie
- Volatility of our stock price may restrict sale opportunities. | Our stock price is affected by a number of factors, including stockholder expectations, financial results, the introduction of new products by us and our competitors, general economic and market conditions such as inflation, estimates and projections by the investment community and public comments by other parties, as well as many other factors, including litigation, many of which are beyond our control. We do not provide guidance on our future performance, including, but not limited to, our rev | Our investments are subject to risks which may cause losses and affect the liquidity of such investments.
- The Company is in various stages of examination with certain states and certain foreign jurisdictions. The Company’s 2022 through 2025 U.S. federal income tax returns are subject to examination by the IRS . The Company’s state income tax returns are generally subject to examination for the 2021 through 2025 tax years. The United Kingdom and Ireland income tax returns are subject to examination for the 2021 through 2025 tax years. | 15. EARNINGS PER SHARE | A reconciliation of the weighted-average shares used in the basic and diluted earnings per common share computations for the years ended December 31, 2025, 2024 and 2023 is presented below (in thousands):
Kassaflöde
- At any given time, events may occur which change our expectation about how any such tax audits will be resolved, and thus, there could be significant variability in our quarterly and/or annual tax rates, because these events may change our plans for uncertain tax positions. | Changes in U.S. tax laws as a result of legislation proposed by the U.S. presidential administration or U.S. Congress could affect our provision for income taxes, resulting in an adverse impact on our financial condition or results of operations. For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”), which includes a broad range of tax reform provisions, was enacted in the United States. We cannot guarantee that it will not affect our financial condition or results of operat | We may be required to record a charge to earnings if our goodwill or intangible assets become impaired.
Likvida medel
- Our investments are subject to risks which may cause losses and affect the liquidity of such investments. | At December 31, 2025, we had $2.09 billion in cash and cash equivalents, $677.1 million in short-term investments and $487.3 million in long-term investments, including commercial paper, certificates of deposit, municipal securities, U.S. treasuries and corporate bonds. Certain of these investments are subject to general credit, liquidity, market and interest rate risks. These risks associated with our investment portfolio may have an adverse effect on our future results of operations, liquidity | ITEM 1B. UNRESOLVED STAFF COMMENTS
- Net sales, gross profit, operating income, net income and net income per share represent key measurements of the above value drivers. These measurements will continue to be a key management focus in 2026 and beyond (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”). | As of December 31, 2025, the Company had working capital of $3.91 billion compared to $2.54 billion as of December 31, 2024. The increase in working capital was primarily the result of the increase in cash and cash equivalents and short-term investments. For the year ended December 31, 2025, our net cash provided by operating activities was approximately $2.10 billion as compared to $1.93 billion for the year ended December 31, 2024. Principal uses of cash flows in 2025 were purchases of availab | Opportunities, Challenges and Risks
- Liquidity and Capital Resources | Cash and cash equivalents. As of December 31, 2025, we had $2.09 billion in cash and cash equivalents, $677.1 million in short-term investments, and $487.3 million in long-term investments, including commercial paper, certificates of deposit, municipal securities, U.S. treasuries and corporate bonds. We maintain our investments for cash management purposes and not for purposes of speculation. Our risk management policies emphasize credit quality (primarily based on short-term ratings by national | Of our $2.09 billion of cash and cash equivalents held at December 31, 2025, $1.00 billion was held by our foreign subsidiaries. No short-term or long-term investments were held by our foreign subsidiaries at December 31, 2025.
- Cash and cash equivalents. As of December 31, 2025, we had $2.09 billion in cash and cash equivalents, $677.1 million in short-term investments, and $487.3 million in long-term investments, including commercial paper, certificates of deposit, municipal securities, U.S. treasuries and corporate bonds. We maintain our investments for cash management purposes and not for purposes of speculation. Our risk management policies emphasize credit quality (primarily based on short-term ratings by national | Of our $2.09 billion of cash and cash equivalents held at December 31, 2025, $1.00 billion was held by our foreign subsidiaries. No short-term or long-term investments were held by our foreign subsidiaries at December 31, 2025.
- Cash and cash equivalents |
- Effect of exchange rate changes on cash and cash equivalents |
- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
- CASH AND CASH EQUIVALENTS, beginning of year |
Nettoskuld
- Net sales, gross profit, operating income, net income and net income per share represent key measurements of the above value drivers. These measurements will continue to be a key management focus in 2026 and beyond (See “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”). | As of December 31, 2025, the Company had working capital of $3.91 billion compared to $2.54 billion as of December 31, 2024. The increase in working capital was primarily the result of the increase in cash and cash equivalents and short-term investments. For the year ended December 31, 2025, our net cash provided by operating activities was approximately $2.10 billion as compared to $1.93 billion for the year ended December 31, 2024. Principal uses of cash flows in 2025 were purchases of availab | Opportunities, Challenges and Risks
- Net cash provided by (used in): |
- Cash flows (used in) provided by investing activities. Net cash used in investing activities was $1.32 billion for the year ended December 31, 2025, as compared to cash provided by investing activities of $733.7 million for the year ended December 31, 2024. | For both the years ended December 31, 2025 and 2024, cash provided by investing activities was primarily attributable to sales of available-for-sale investments. For both the years ended December 31, 2025 and 2024, cash used in investing activities was primarily attributable to purchases of available-for-sale investments. To a lesser extent, for both the years ended December 31, 2025 and 2024, cash used in investing activities also included the acquisition of real property, fixed assets consisti
- Adjustments to reconcile net income to net cash provided by operating activities: |
- Net cash provided by operating activities |
- Net cash (used in) provided by investing activities |
- Net cash used in financing activities |
Eget kapital
- We have audited Monster Beverage Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Monster Beverage Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 3 | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February | Basis for Opinion
- | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 |
- 101* | The following materials from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are furnished herewith, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iv) Conso
- Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 | 75
- Opinion on the Financial Statements | We have audited the accompanying consolidated balance sheets of Monster Beverage Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opi | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
- LIABILITIES AND STOCKHOLDERS’ EQUITY |
- STOCKHOLDERS’ EQUITY: |
- Total stockholders’ equity |
Antal aktier
- | The number of shares of the registrant’s common stock, $0.005 par value per share (being the only class of common stock of the registrant), outstanding on February 13, 2026 was 978,270,734 shares. |
- | 1 The total number of shares purchased includes (1) shares repurchased, if any, pursuant to the August 2024 Repurchase Plan and (2) shares repurchased, if any, to satisfy exercise price and/or tax withholding obligations in connection with exercises of employee stock options and/or the vesting of restricted stock issued to employees. | 2 On August 19, 2024, the Company publicly announced that its Board of Directors authorized the August 2024 Repurchase Plan. Board authorization of the repurchase plan remains in effect until shares in the amount authorized thereunder have been repurchased.
- Common stock - $ 0.005 par value; 5,000,000 shares authorized; 1,132,906 shares issued and 978,113 shares outstanding as of December 31, 2025; 1,126,329 shares issued and 973,079 shares outstanding as of December 31, 2024 |
- WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS: |
- Stock-Based Compensation – The Company accounts for stock-based compensation under the provisions of FASB ASC 718. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula. The Company records compensation expense for non-employee stock options based on the estimated fair value of the options as of the earlier of (1) the date at which a commitment for performance | Net Income Per Common Share – In accordance with FASB ASC 260, net income per common share, on a basic and diluted basis, is presented for all periods. Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted net income per share is computed by dividing net income by the weighted average number of common and dilutive common equivalent shares outstanding. The calculation of common equivalent shares assume | Concentration of Risk – Certain of the Company’s products utilize components (raw materials and/or co-packing services) from a limited number of sources. A disruption in the supply of such components could significantly affect the Company’s revenues from those products, as alternative sources of such components may not be available at commercially reasonable rates or within a reasonably short time period. The Company continues to endeavor to secure the availability of alternative sources for suc
- The 2020 Omnibus Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other share-based awards up to an aggregate of 92,338,734 shares of the Company’s common stock, comprised of 64,000,000 new shares of common stock reserved under the 2020 Omnibus Incentive Plan, which were authorized on the Effective Date, and 28,338,734 shares of common stock that were available for grant under the 2011 Omnibus | Shares previously granted under the 2011 Omnibus Incentive Plan after December 31, 2019 and prior to the Effective Date of the 2020 Omnibus Incentive Plan reduced the number of shares available for grant under the 2020 Omnibus Incentive Plan. As of December 31, 2025, 23,062,505 shares of the Company’s common stock have been granted, net of cancellations, and 62,964,030 shares
- Weighted-average shares outstanding: |
Antal anställda
- Human Capital Resources | As of December 31, 2025, we have employees in 80 countries, with a total of 6,891 employees working worldwide. This employee population includes 4,559 employees in North America, 448 employees in Latin America, 308 employees in Asia Pacific (including Oceania) and 1,576 employees in Europe, Middle East and Africa (“EMEA”). Most of our employees are full-time (5,773 employees) and the remaining 1,118 employees hold part-time positions. Of our 6,891 employees, we employ 2,336 in corporate and oper | We support our employees through a variety of training, mentorship and development programs. We have a mid-level manager development program, in which participants learn leadership skills, network with peers and senior executives, and tackle critical initiatives. We also have a leadership development platform in partnership with a third party, for senior leaders to receive university grade certificates in business strategy and innovation and complete Food and Beverage Executive courses, as well
- As of December 31, 2025, we have employees in 80 countries, with a total of 6,891 employees working worldwide. This employee population includes 4,559 employees in North America, 448 employees in Latin America, 308 employees in Asia Pacific (including Oceania) and 1,576 employees in Europe, Middle East and Africa (“EMEA”). Most of our employees are full-time (5,773 employees) and the remaining 1,118 employees hold part-time positions. Of our 6,891 employees, we employ 2,336 in corporate and oper | We support our employees through a variety of training, mentorship and development programs. We have a mid-level manager development program, in which participants learn leadership skills, network with peers and senior executives, and tackle critical initiatives. We also have a leadership development platform in partnership with a third party, for senior leaders to receive university grade certificates in business strategy and innovation and complete Food and Beverage Executive courses, as well | We provide compensation packages designed to attract and retain talent while maintaining alignment with market compensation surveys. We have multiple short-term incentive programs focused on incentivizing and retaining talent throughout the organization and provide long-term incentive programs to employees through equity and/or performance cash awards.
- We support our employees through a variety of training, mentorship and development programs. We have a mid-level manager development program, in which participants learn leadership skills, network with peers and senior executives, and tackle critical initiatives. We also have a leadership development platform in partnership with a third party, for senior leaders to receive university grade certificates in business strategy and innovation and complete Food and Beverage Executive courses, as well | We provide compensation packages designed to attract and retain talent while maintaining alignment with market compensation surveys. We have multiple short-term incentive programs focused on incentivizing and retaining talent throughout the organization and provide long-term incentive programs to employees through equity and/or performance cash awards. | We cover the cost of insurance premiums including medical (including virtual visits), dental, vision, life, accidental death and dismemberment and short-and long-term disability, covering full-time employees and share in the cost of insurance premiums covering eligible dependents including medical, dental and vision coverage. We also offer several voluntary benefits to full-time employees, including supplemental life insurance, whole life insurance, accident insurance, critical illness insurance
- We provide compensation packages designed to attract and retain talent while maintaining alignment with market compensation surveys. We have multiple short-term incentive programs focused on incentivizing and retaining talent throughout the organization and provide long-term incentive programs to employees through equity and/or performance cash awards. | We cover the cost of insurance premiums including medical (including virtual visits), dental, vision, life, accidental death and dismemberment and short-and long-term disability, covering full-time employees and share in the cost of insurance premiums covering eligible dependents including medical, dental and vision coverage. We also offer several voluntary benefits to full-time employees, including supplemental life insurance, whole life insurance, accident insurance, critical illness insurance
- accounts, flexible spending accounts for childcare, travel insurance, pre-paid legal cover, healthy rewards programs, identity theft assistance, and retirement savings account(s). | We also offer an Employee Assistance Program (EAP) to all employees. See Note 16, “Employee Benefit Plan” in the Notes to the Consolidated Financial Statements for a discussion of our 401(k) Plan. | Available Information
- Our ability to compete in the highly competitive beverage industry and to achieve our business growth objectives depends, in part, on our ability to develop new flavors, products and packaging. The success of our innovation, in turn, depends on our ability to identify consumer trends and cater to consumer preferences. If we are not successful in our innovation activities, our business, financial condition and results of operation could be adversely affected. | On July 31, 2023, we acquired substantially all of the assets of Bang Energy. Among other assets, the acquisition included the Bang Energy® drink business. Prior to the Bang Energy acquisition, we acquired Monster Brewing Company, a craft beer and hard seltzer company, in February 2022. We may continue to make acquisitions that expand our business within the beverage industry. Overall, the effectiveness of acquisitions can be less predictable than developing new lines of beverages and might not | To the extent we integrate acquired businesses, such as our integrations of the Bang Energy® and Monster Brewing Company businesses, it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions. For example, in 2025, we recognized impairment charges of $38.4 million related to certain finite-lived intangible assets and impairment charges
- Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities and/or those of our co-packers to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations. | We, and our co-packers, are subject to an ever-changing and increasingly broad array of federal, state, regional, local, and international environmental laws, including statutes and regulations, which aim to regulate emissions and impacts to air, land, and water. Our operations and those of our co-packers may result in odors, noise, or other pollutants being emitted. Failure to comply with any environmental laws or any future changes to them could result in alleged harm to employees or others ne | Increasing international and regional concern over sustainability matters, including climate change, has resulted in, and will likely continue to result in, new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain sustainability metrics, such as recycling. If we fail to comply with applicable environme
- Our use of information technology exposes us to the risk of cybersecurity incidents and other costs and interruptions that could disrupt our business operations and adversely impact our reputation and results of operations. | We have been, and may continue to be, the subject of cybersecurity incidents. We may be subject to further incidents in the future even if we appropriately allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure. Cybersecurity incidents may be difficult to detect for periods of time, and include, but are not limited to, malicious software (malware, ransomware and viruses), phishing and social engineering, attempts to gain unauthorized acc
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- Volatility of our stock price may restrict sale opportunities. | Our stock price is affected by a number of factors, including stockholder expectations, financial results, the introduction of new products by us and our competitors, general economic and market conditions such as inflation, estimates and projections by the investment community and public comments by other parties, as well as many other factors, including litigation, many of which are beyond our control. We do not provide guidance on our future performance, including, but not limited to, our rev | Our investments are subject to risks which may cause losses and affect the liquidity of such investments.
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2023-12-31 0000865752 us-gaap:ShareBasedPaymentArrangementNonemployeeMember 2025-01-01 2025-12-31 0000865752 2025-12-31 0000865752 2024-12-31 0000865752 mnst:TcccSubsidiariesMember us-gaap:RelatedPartyMember 2025-12-31 0000865752 mnst:TcccSubsidiariesMember us-gaap:RelatedPartyMember 2024-12-31 0000865752 2024-01-01 2024-12-31 0000865752 2023-01-01 2023-12-31 0000865752 2025-10-01 2025-12-31 0000865752 2025-06-30 0000865752 2026-02-13 0000865752 2025-01-01 2025-12-31 xbrli:shares iso4217:USD xbrli:pure mnst:item mnst:plan mnst:director iso4217:USD xbrli:shares mnst:segment Table of Contents 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 , 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 001-18761 MONSTER BEVERAGE CORPORATION (Exact name of registrant as specified in its charter) Delaware 47-1809393 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 Monster Way Corona , California 92879 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 951 ) 739 - 6200 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, $0.005 par value per share MNST Nasdaq Global Select Market 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 Exchange 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 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. ☐ 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 t he registered public accounting firm that prepared or issued its audit report. þ 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 by Rule 12b-2 of the Exchange Act.). Yes ☐ No ☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $ 56,505,471,480 computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter. The number of shares of the registrant’s common stock, $0.005 par value per share (being the only class of common stock of the registrant), outstanding on February 13, 2026 was 978,270,734 shares. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Commission pursuant to Regulation 14A in connection with the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2025. Table of Contents MONSTER BEVERAGE CORPORATION FORM 10-K TABLE OF CONTENTS Item Number Page Number PART I 1. Business 3 1A. Risk Factors 18 1B. Unresolved Staff Comments 36 1C. Cybersecurity 36 2. Properties 37 3. Legal Proceedings 38 4. Mine Safety Disclosures 38 PART II 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39 6. [Reserved] 40 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 7A. Quantitative and Qualitative Disclosures about Market Risk 58 8. Financial Statements and Supplementary Data 58 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 58 9A. Controls and Procedures 59 9B. Other Information 61 9C . Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 62 PART III 10. Directors, Executive Officers and Corporate Governance 63 11. Executive Compensation 63 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 64 13. Certain Relationships and Related Transactions, and Director Independence 64 14. Principal Accounting Fees and Services 64 PART IV 15. Exhibits and Financial Statement Schedules 65 16. Form 10-K Summary 65 Signatures 68 2 Table of Contents PART I ITEM 1. BUSINESS When this report uses the words “the Company”, “we”, “us” and “our”, these words refer to Monster Beverage Corporation and its subsidiaries, unless the context otherwise requires. Based in Corona, California, Monster Beverage Corporation is a holding company and conducts no operating business, except through its consolidated subsidiaries. The Company’s subsidiaries primarily develop and market energy drinks. Overview We develop, market, sell and distribute energy drink beverages and concentrates for energy drink beverages, primarily under the following brand names: ● Monster Energy® ● Monster Energy Ultra® ● Rehab Monster® ● Monster Energy®Nitro ● Java Monster® ● Punch Monster® ● Juice Monster® ● Reign Total Body Fuel® ● Reign Storm® ● Bang Energy® ● NOS® ● Full Throttle® ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● Samurai® ● Live+® ● Predator® ● Fury® We also develop, market, sell and distribute craft beers, flavored malt beverages (“FMBs”) and hard seltzers under a number of brands, including Jai Alai® IPA, Florida Man® IPA, Dale’s Pale Ale®, Wild Basin® Hard Seltzers, Dallas Blonde®, Deep Ellum TM IPA, Perrin Brewing Company® Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The Beast TM , Beast® Tea, Blind Lemon®, Blinder Lemon TM and other brands. Industry Overview The “alternative” beverage category combines non-carbonated, ready-to-drink iced teas, lemonades, juice cocktails, single-serve juices and fruit beverages, ready-to-drink dairy and coffee drinks, energy drinks, sports drinks and single-serve still waters (flavored, unflavored and enhanced) with “new age” beverages, including sodas that are considered natural, sparkling juices and flavored sparkling beverages. According to Beverage Marketing Corporation, domestic U.S. wholesale sales in 2025 for the “alternative” beverage category of the market are estimated at approximately $76.8 billion, representing an increase of approximately 2.4% over estimated domestic U.S. wholesale sales in 2024 of approximately $75.0 billion. Reportable Segments We have four operating and reportable segments: (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of our Monster Energy® drinks, Reign Total Body Fuel® high performance energy drinks, Reign Storm® total wellness energy drinks and Bang Energy® drinks, (ii) Strategic Brands segment (“Strategic Brands”), which is primarily comprised of the various energy drink brands acquired from The Coca-Cola Company (“TCCC”) in 2015 as well as our affordable energy brands, Predator® and Fury®, (iii) Alcohol Brands segment (“Alcohol Brands”), which is comprised of various craft beers, FMBs and hard seltzers and (iv) Other segment (“Other”), which is comprised of certain products sold by American Fruits and Flavors LLC (“AFF”), a wholly-owned subsidiary of the Company, to independent third-party customers (the “AFF Third-Party Products”). Our Monster Energy® Drinks segment primarily generates net operating revenues by selling ready-to-drink packaged drinks primarily to bottlers and full service beverage distributors (“bottlers/distributors”). In some cases, we sell ready-to-drink packaged drinks 3 Table of Contents directly to retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military. Our Strategic Brands segment primarily generates net operating revenues by selling “concentrates” and/or “beverage bases” to authorized bottling and canning operations. Such bottlers generally combine the concentrates and/or beverage bases with sweeteners, water and other ingredients to produce ready-to-drink packaged energy drinks. The ready-to-drink packaged energy drinks are then sold by such bottlers to other bottlers/distributors and to retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, foodservice customers, drug stores, value stores, e-commerce retailers and the military. To a lesser extent, our Strategic Brands segment generates net operating revenues by selling certain ready-to-drink packaged energy drinks to bottlers/distributors. Generally, the Monster Energy® Drinks segment generates higher per case net operating revenues, but lower per case gross profit margin percentages than the Strategic Brands segment. The Company’s Alcohol Brands segment primarily generates operating revenues by selling kegged and ready-to-drink canned beers, FMBs and hard seltzers, primarily to beer distributors in the United States. Generally, the Alcohol Brands segment has lower gross profit margin percentages than the Monster Energy® Drinks segment. For certain risks with respect to our beverages see “Part I, Item 1A – Risk Factors” below. Corporate History In the 1930s, Hubert Hansen and his sons started a business selling fresh non-pasteurized juices in Los Angeles, California. In 1977, Tim Hansen, one of the grandsons of Hubert Hansen, perceived a demand for shelf stable pasteurized natural juices and juice blends and formed Hansen Foods, Inc. (“HFI”). HFI expanded its product line from juices to include Hansen’s Natural Soda® brand sodas. In 1990, California Co-Packers Corporation (d/b/a Hansen Beverage Company) (“CCC”) acquired certain assets of HFI, including the right to market the Hansen’s® brand name. In 1992, Hansen Natural Corporation acquired the Hansen’s® brand natural soda and apple juice business from CCC. Under our ownership, the Hansen’s® beverage business significantly expanded to include a wide range of beverages within the growing “alternative” beverage category including, in particular, energy drinks. In 2012, we changed our name from Hansen Natural Corporation to Monster Beverage Corporation. In 2015, we acquired various energy brands from TCCC and disposed of our non-energy drink business. In 2016, we completed our acquisition of flavor supplier and long-time business partner AFF. In 2022, we completed our acquisition of Monster Brewing Company, which facilitated our entry into the alcohol beverage sector. In 2023, we completed our acquisition of the Bang Energy® drink business. 2025 Product Introductions During 2025, we continued to expand our existing energy drink portfolio by adding additional products to our portfolio in a number of countries and further developed our distribution markets. During 2025, we sold the following new products to our customers: ● Bang Energy® Any Means Orange ● BPM® White Citrus ● Burn® Orange ● Burn® White Citrus Zero Sugar ● Fury® Mango Mayhem® ● Juice Monster® Voodoo Grape ● Monster Energy® Electric Blue TM ● Monster Energy® Lando Norris Zero Sugar ● Monster Energy® Orange Dreamsicle® ● Monster Energy® Strawberry Shot ● Monster Energy® Ultra Punk Punch TM ● Monster Energy® Ultra Red White & Blue Razz ● Monster Energy® Ultra Wild Passion ● Monster Energy® Valentino Rossi Zero Sugar 4 Table of Contents ● Monster Energy® Zero Sugar Strawberry Shot ● Mother® Watermelon ● Mother® White Gummy ● Nalu® Zero Sugar Original ● Predator® Wild Berry ● Reign Total Body Fuel® White Haze ● Relentless® Guava ● Ultra Energy® White Citrus ● Blind Lemon® Cherry Lemonade ● Blind Lemon® Original Lemonade ● Blind Lemon® Peach Lemonade ● Blind Lemon® Strawberry Lemonade ● Blinder Lemon TM Original Lemonade ● Blinder Lemon TM Strawberry Lemonade In the normal course of business, we discontinue certain products and/or product lines. Those products or product lines discontinued in 2025, either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity. Products – Monster Energy® Drinks Segment Monster Energy® Drinks – a line of carbonated energy drinks. Our Monster Energy® drinks contain vitamins, minerals, nutrients, herbs and other ingredients (collectively, “supplement ingredients”). We offer the following energy drinks under the Monster Energy® drink product line: Monster Energy®, Monster Energy® Strawberry Shot, Monster Energy® Zero Sugar, Monster Energy® Zero Sugar Strawberry Shot, Lo-Carb Monster Energy®, Monster Assault®, Juice Monster® Aussie Style Lemonade TM , Juice Monster® Bad Apple®, Juice Monster® Khaotic®, Juice Monster® Mango Loco®, Juice Monster® Pacific Punch®, Juice Monster® Papillon® (Juiced Monster® Monarch in certain countries), Juice Monster® Pipeline Punch®, Juice Monster® Ripper®, Juice Monster® Rio Punch TM , Juice Monster® Viking Berry TM , Juice Monster® Voodoo Grape, Monster Energy® Import, Monster Energy® Electric Blue TM , Monster Energy® Export, Monster Energy® Lando Norris Zero Sugar, Monster Energy® Orange Dreamsicle®, M3(stylized)®, Monster Energy Zero Ultra®, Monster Energy Ultra Black®, Monster Energy Ultra Blue®, Monster Energy® Ultra Blue Hawaiian, Monster Energy® Ultra Fantasy Ruby Red TM , Monster Energy Ultra Fiesta® Mango, Monster Energy® Ultra Golden Pineapple®, Monster Energy Ultra Paradise®, Monster Energy® Ultra Peachy Keen®, Monster Energy® Ultra Punk Punch TM , Monster Energy Ultra Red®, Monster Energy® Ultra Red White & Blue Razz, Monster Energy Ultra Rosa®, Monster Energy® Ultra Strawberry Dreams®, Monster Energy® Ultra Sunrise®, Monster Energy® Ultra Vice Guava®, Monster Energy Ultra Violet®, Monster Energy Ultra® Watermelon, Monster Energy Ultra® Wild Passion, Monster Energy® Mixxd Punch, Monster Energy® Valentino Rossi Zero Sugar, Monster Energy® Zero Sugar Full Throttle, Monster® (stylized) Reserve Orange Dreamsicle® and Monster® (stylized) Reserve Peaches N’ Crème. Java Monster® Coffee + Energy Drinks – a line of non-carbonated dairy-based coffee + energy drinks. We offer the following coffee + energy drinks under the Java Monster® product line: Java Monster® 300 French Vanilla, Java Monster® Café Latte, Java Monster® Irish Crème, Java Monster® Loca Moca®, Java Monster® Mean Bean®, Java Monster® Salted Caramel, Monster® Killer Brew TM Loca Moca® and Monster® Killer Brew TM Mean Bean®. Monster Energy® Nitro – a carbonated energy drink containing nitrous oxide offered in the following flavor: Super Dry. Rehab Monster® Energy Drinks – a line of non-carbonated energy drinks with electrolytes. We offer the following energy drinks under the Rehab Monster® product line: Green Tea, Peach Tea, Tea + Lemonade and Wild Berry Tea. Reign Total Body Fuel® High Performance Energy Drinks – a line of high-performance energy drinks with BCAA’s, B vitamins, electrolytes and CoQ10 with zero sugar. We offer the following high performance energy drinks under the Reign Total Body Fuel® product line: Cherry Limeade, Lemon Hdz, Lilikoi Lychee, Melon Mania®, Orange Dreamsicle®, Razzle Berry, Reignbow Sherbet®, Sour Gummy Worm, Tropical Storm®, Watermelon Sour Gummy, White Gummy Bear and White Haze. 5 Table of Contents Reign Storm® Total Wellness Energy Drinks – a line of better-for-you energy drinks with natural caffeine, Biotin, Zinc, B vitamins, Vitamin A and Vitamin C, with zero sugar. We offer the following under the Reign Storm® Total Wellness Energy product line: Citrus Zest, Guava Strawberry, Harvest Grape, Kiwi Blend, Mango, Peach Nectarine, Strawberry Apricot, Tropical and Valencia Orange. Bang Energy® Drinks – a line of better-for-you lifestyle energy drinks with B vitamins, essential amino acids and unique flavor profiles with zero sugar. We offer the following energy drinks under the Bang Energy® product line: Any Means Orange, Black Cherry Vanilla, Blue Razz®, Cotton Candy, Delish Strawberry Kiss®, Lime Pop Drop, Peach Mango, Purple Haze TM , Sour Heads®, Sour Ropes, Star Blast® and Wyldin’ Watermelon®. Products – Strategic Brands Segment BPM® – a line of carbonated energy drinks. We offer the following energy drinks under the BPM® product line: Focus Berry Red, Fruit Punch and White Citrus. BU® – a line of carbonated energy drinks. We offer the following energy drink under the BU® product line: Original. Burn® – a line of carbonated energy drinks. We offer the following energy drinks under the Burn® product line: Apple Kiwi, Blue Refresh, Dark Energy®, Fruit Punch, Gold Rush, Guava, Mango, Orange, Original, Passion Punch, Peach Mango, Sour Twist, Watermelon Zero Sugar, and White Citrus Zero Sugar. Full Throttle® – a line of carbonated energy drinks. We offer the following energy drinks under the Full Throttle® product line: Original (Citrus) and True Blue. Fury® – a line of affordable carbonated energy drinks. We offer the following energy drinks under the Fury ® product line: Gold Strike® and Mango Mayhem®. Live+® – a line of carbonated energy drinks. We offer the following energy drinks under the Live+® product line: Original, Original Zero Sugar and Tart Apple. Mother® – a line of carbonated energy drinks. We offer the following energy drinks under the Mother® product line: Frosty Berry®, Kicked Apple®, Lava Guava®, Orange Dreamsicle®, Original, Passion, Rainbow Sherbet, Sugar Free, Watermelon, White Gummy and Zero Sugar Razzle Berry. Nalu® – a line of carbonated energy drinks. We offer the following energy drinks under the Nalu ® product line: Exotic, Frost, Melon Splash, Original, Zero Sugar Original, Passion and Yuzu Rosemary. NOS® – a line of carbonated energy drinks. We offer the following energy drinks under the NOS® product line: GT Grape, Original, Sonic Sour and Zero Sugar. Play® and Power Play ® (stylized) – a line of carbonated energy drinks. We offer the following energy drinks under the Play ® and Power Play ® (stylized) product line: Apple Kiwi, Mango, Passion Fruit, Original and Sugar Free. Predator® – a line of affordable carbonated and non-carbonated energy drinks. We offer the following energy drinks under the Predator® product line: Gold Strike®, Mango Mayhem®, Mean Green®, Purple Rain®, Red Apple, Spicy Ginger, Tropical and Wild Berry. Relentless® – a line of carbonated energy drinks. We offer the following energy drinks under the Relentless® product line: Fruit Punch, Guava, Origin, Raspberry Zero Sugar and White Citrus. Samurai® – a line of carbonated energy drinks. We offer the following energy drinks under the Samurai® product line: Fruity and Strawberry. Ultra Energy® – a line of carbonated energy drinks. We offer the following energy drinks under the Ultra Energy® product line: Apple Kiwi, Citrus Peach, Fruit Punch, Original, Passion Punch and White Citrus. 6 Table of Contents Products – Alcohol Brands Segment Blind Lemon® – a line of FMBs. We offer the following flavors under the Blind Lemon® brand family: Cherry Lemonade, Original Lemonade, Peach Lemonade and Strawberry Lemonade. Blinder Lemon TM – a line of FMBs. We offer the following flavors under the Blinder Lemon TM brand family: Original Lemonade and Strawberry Lemonade. Cigar City® – a line of craft beers. We offer the following brands under the Cigar City® brand family: Jai Alai®, Florida Man® and others. Oskar Blues® – a line of craft beers. We offer the following brands under the Oskar Blues® brand family: Dale’s Pale Ale®, Dale’s Easy IPA, Dale’s Light Lager, Double Dale’s® and others. Deep Ellum TM – a line of craft beers. We offer the following brands under the Deep Ellum TM brand family: Dallas Blonde®, Deep Ellum TM IPA and others. Squatters® – a line of craft beers. We offer the following brands under the Squatters® brand family: Hop Rising® Double IPA and others. Wild Basin® – a line of craft hard seltzers. We offer the following flavors under the Wild Basin® product line: Blackberry, Lime, Passion Orange, Pomegranate Acai and others. Wasatch® – a line of craft beers. We offer a number of brands under the Wasatch® brand family including Apricot Hefeweizen and others. Perrin – a line of craft beers. We offer a number of brands under the Perrin brand family including Black Ale and others. The Beast TM – a line of FMBs. We offer the following flavors under The Beast TM brand family: Gnarly Grape TM , Killer Sunrise TM , Mean Green®, Peach Perfect TM , Pink Poison TM , Scary Berries® and White Haze TM . Beast® Tea – a line of FMBs. We offer the following flavors under the Beast® Tea brand family: Green Tea, Original, Peach and Tea + Lemonade. Products – Other Segment AFF sells a limited number of products to independent third-party customers. Other Products We continue to evaluate and, where considered appropriate, introduce additional products, flavors and types of beverages to complement our existing product lines. We may also evaluate, and as appropriate, introduce additional types of consumer products we consider to be complementary to our existing products and/or to which our brand names are able to add value. The Company also sells and/or enters into license agreements that generate revenues associated with third-party sales of non-beverage products bearing the Company’s trademarks including, but not limited to, clothing, backpacks, hats, t-shirts, jackets, helmets and automotive wheels. Products – Packaging Our products are packaged in a variety of different package types and sizes including, but not limited to, aluminum cans, aluminum cap cans, sleek aluminum cans, aluminum cans with re-sealable ends, kegs as well as to a limited extent, polyethylene terephthalate (PET) plastic bottles. 7 Table of Contents Manufacture and Distribution AFF develops and manufactures the primary flavors for our Monster Energy® Drinks segment at its facilities in California and Athy, Ireland. In 2025, we continued to outsource the manufacturing process for the majority of our finished goods energy drink products to third-party bottlers and contract packers. In addition, we manufacture Bang Energy® drinks and certain of our other energy drink products at our manufacturing facilities in Phoenix, AZ and Norwalk, CA. We purchase flavor ingredients, flavors, concentrates, sweeteners, juices, supplement ingredients, cans, lids, bottles, caps, labels, trays, boxes and other ingredients for our non-alcohol products from ingredient suppliers, which are delivered to our various third-party bottlers and co-packers. In some cases, certain common supplies may be purchased by our various third-party bottlers and co-packers. Depending on the product, the third-party bottlers or co-packers add filtered water and/or other ingredients (including supplement ingredients) for the manufacture and packaging of the finished products into our approved containers in accordance with our recipes and formulas. Depending on the beverage, the bottler/packer may also add carbonation to the products as part of the production process. For our Strategic Brands segment, we primarily purchase concentrates and/or beverage bases from ingredient suppliers including TCCC, which are then sold to certain of our various third-party bottlers/distributors. The third-party bottlers/distributors are responsible for the manufacture and packaging of the finished products, including the procurement of all other required ingredients and packaging materials. For certain limited products in the Strategic Brands segment, we may purchase flavors, concentrates, sweeteners, juices, supplement ingredients, cans, lids, bottles, caps, labels, trays, boxes and other ingredients for our Strategic Brand products from our suppliers, which are delivered to our various third-party bottlers and co-packers. In some cases, certain common supplies may be purchased by our various third-party bottlers and co-packers. Depending on the product, the third-party bottlers or co-packers add filtered water and/or other ingredients (including supplement ingredients), for the manufacture and packaging of the finished products into our approved containers in accordance with our recipes and formulas. Depending on the beverage, the bottler/co-packer may also add carbonation to the products as part of the production process. For our Alcohol Brands segment, we purchase cans, cartons, hops, malt, yeast, sugar, ethanol and other additives and flavorings and packaging materials from ingredient and raw material suppliers to be used in the brewing, fermentation, and packaging of alcohol beers, FMBs and hard seltzers. We are granted a right-of-use for any kegs used in production from a third-party supplier at a contracted rate per fill. Most of our alcohol finished goods are manufactured at our owned or leased manufacturing facilities or at third-party co-packers. Co-Packing Arrangements A majority of our non-alcohol and certain alcohol finished goods are manufactured by various third-party bottlers and co-packers situated throughout the United States and abroad, under separate arrangements with each party. Our co-packaging arrangements vary in terms and, from time to time, we may enter into manufacturing contracts with agreed upon minimum quantities to ensure continuity of supply of certain products in certain territories. In some instances, subject to agreement, certain equipment may be purchased exclusively by us and/or jointly with our co-packers and/or bottlers and installed at their facilities to enable them to produce certain of our products. In certain cases, such equipment remains our property and is required to be returned to us upon termination of the packing arrangements with such co-packers and/or bottlers, unless we are reimbursed by the co-packer and/or bottler at the then book value or via a per-case credit over a pre-determined number of cases that are produced at the facilities concerned. For our Monster Energy® Drinks segment, we are generally responsible for arranging for the purchase and delivery to our third-party bottlers and co-packers of the containers in which our beverage products are packaged. Our products are packaged in a number of locations, both domestically and internationally. As distribution volumes increase in both our domestic and international markets, we will continue to source additional packing arrangements. 8 Table of Contents Our ability to estimate demand for our products is imprecise, particularly with new products, and may be less precise during periods of rapid growth, including in new markets. If we materially underestimate demand for our products and/or are unable to secure sufficient ingredients or raw materials including, but not limited to, aluminum cans, aluminum cap cans, sleek aluminum cans, aluminum cans with re-sealable ends, to a limited extent PET plastic bottles and caps, labels, flavor ingredients, flavors, juice concentrates, coffee, tea, supplement ingredients, ethanol, other ingredients and certain sweeteners, and/or procure adequate packing arrangements and/or obtain adequate or timely shipment of our products, we might not be able to satisfy demand on a short-term basis. (See “Part I, Item 1A – Risk Factors”). For certain of our products, there are limited co-packing facilities in our domestic and international markets with adequate capacity and/or suitable equipment to package our products. We believe a short disruption or delay in production would not significantly affect our revenues; however, as alternative co-packing facilities in our domestic and international markets with adequate long-term capacity may not be available for such products, either at commercially reasonable rates and/or within a reasonably short time period, if at all, a lengthy disruption or delay in production of any of such products could significantly affect our revenues. We continue to actively seek alternative and/or additional co-packing facilities globally with adequate capacity and capability for the production of our various products to minimize transportation costs and transportation-related damages as well as to mitigate the risk of a disruption in production and/or importation. Distribution Agreements During 2025, we continued to expand distribution of our products in both our domestic and international markets. Distribution levels vary by product and geographic location. Net sales outside the United States were $3.44 billion, $2.96 billion and $2.71 billion for the years ended December 31, 2025, 2024 and 2023, respectively. Monster Energy ® Distribution Agreements We have entered into agreements with various bottlers/distributors providing for the distribution of certain of our energy drinks during initial terms of up to twenty years, which may be extended thereafter, subject to certain terms and conditions, which may vary depending on the form of the agreement. Such agreements remain in effect for their then-current term as long as our products are being distributed, but are subject to specified termination rights held by each party, which may include by way of example, and depending on the form of agreement, termination upon: mutual agreement; material breach of the agreement by, or an insolvency of, either party; deadlock; change of control; changes in legal or regulatory conditions and termination of certain related agreements. Additionally, we are entitled to terminate certain distribution agreements at any time without cause upon payment of a termination fee, including a limited number of distribution agreements with TCCC network bottlers that were entered into prior to 2015. Certain of our material distribution arrangements for our Monster Energy® brand energy drinks, as amended from time to time, are described below: (a) Amended and Restated Distribution Coordination Agreement with TCCC, pursuant to which we have designated, and in the future may designate, subject to TCCC’s approval, territories in Canada and the United States in which bottlers from TCCC’s network of wholly or partially-owned and independent bottlers (the “TCCC North American Bottlers”) will distribute and sell, or continue to distribute and sell, our Monster Energy® brand energy drinks. (b) Amended and Restated International Distribution Coordination Agreement with TCCC, pursuant to which we have designated, and in the future may designate, countries, or territories within countries, in which we wish to appoint TCCC network bottlers to distribute and sell our Monster Energy® brand energy drinks, subject to TCCC’s approval. In February 2025, the Amended and Restated International Distribution Coordination Agreement with TCCC was renewed for an additional five-year term. (c) Additionally, we have entered into distribution agreements for certain of our Monster Energy® products with various TCCC network bottlers, both in the United States and internationally. All distribution territories in the United States, and substantially all distribution territories internationally have been transitioned to TCCC network bottlers/distributors. 9 Table of Contents Strategic Brands Distribution Agreements We have entered into distribution coordination agreements with TCCC pursuant to which we have designated, and in the future may designate, subject to TCCC’s approval, territories in which TCCC network bottlers will distribute our Strategic Brands energy drinks. We have entered into agreements with various TCCC network bottlers, both in the United States and internationally, providing for the distribution and sale of our Strategic Brands energy drinks. Alcohol Brands Distribution Agreements Monster Brewing Company has entered into agreements with various beer distributors, both in the United States and, to a limited extent, internationally, providing for the distribution of our alcohol products. Such agreements have varying terms and durations. Monster Brewing Company has also entered into distribution agreements with licensed beer distributors for the exclusive distribution of certain beverages in agreed upon territories. Raw Materials and Suppliers The principal raw materials used in the manufacturing of our products are aluminum cans, aluminum cap cans, sleek aluminum cans, aluminum cans with re-sealable ends, to a limited extent PET plastic bottles and caps, kegs, cartons as well as flavors, juice concentrates, glucose, sugar, sucralose, milk, cream, coffee, tea, hops, malt, yeast, ethanol, supplement ingredients and other packaging materials, the costs of which are subject to fluctuations. AFF is our primary flavor supplier. We also purchase flavors from other suppliers as well as juices, supplement ingredients, glucose, sugar, sucralose, other sweeteners and other ingredients from independent suppliers located in the United States and abroad. For our Strategic Brands energy drinks, we purchase flavors, concentrates and/or beverage bases from flavor suppliers including TCCC in the United States and abroad, and may purchase certain other ingredients from independent suppliers located in the United States and abroad. For certain flavors purchased from third-party suppliers and used in certain of our Monster Energy® brand energy drinks, Strategic Brands energy drinks and/or our ready-to-drink alcohol drinks, these third-party flavor suppliers own the proprietary rights to certain of their flavor formulas. We do not have possession of the list of such flavor ingredients or formulas used in the production of certain of our products and certain of our blended concentrates, and we may be unable to obtain comparable flavors or concentrates from alternative suppliers on short notice. Our third-party flavor suppliers generally do not make such flavors and/or blended concentrates available to other third-party customers. We have entered into purchase agreements with key packaging and ingredient suppliers to maintain an adequate supply of such packaging and ingredients for the next one to three years based on current anticipated volume needs. Changes to those volume needs could result in shortages or excess supply of these contracted varieties. Many outside factors such as crop yield, weather, agricultural legislation, and the geopolitical climate could impact supply and price; however, we do source certain ingredients from different regions and suppliers to mitigate some of this risk. We have identified alternative suppliers for many of the ingredients contained in many of our beverages. However, industry-wide shortages of certain ingredients, including flavors, fruits and fruit juices, coffee, tea, dairy-based products, carbon dioxide, supplement ingredients and sweeteners have been, and could from time to time in the future be, encountered, which could interfere with and/or delay production of certain of our products. We continually endeavor to develop back-up sources of supply for certain of our flavor ingredients, flavors and concentrates purchased from third-party suppliers, as well as to negotiate arrangements with our existing suppliers, which would enable us to obtain access to certain of such concentrates or flavor formulas under certain circumstances. We have been partially successful in these endeavors. Additionally, in a limited number of cases, contractual restrictions and/or the necessity to obtain regulatory approvals and licenses may limit our ability to enter into agreements with alternative suppliers, manufacturers and/or distributors. 10 Table of Contents Competition The beverage industry is highly competitive. The principal areas of competition are pricing, packaging, development of new products and flavors as well as promotional and marketing strategies. Our products compete with a wide range of drinks produced by a relatively large number of companies. Important factors affecting our ability to compete successfully include brand and product image, taste and flavor of products, trade and consumer promotions, rapid and effective development of new and unique cutting-edge products, ingredients, production processes, attractive and different packaging, brand exposure and marketing as well as pricing. We depend on our bottlers/distributors to prioritize our products, provide efficient, stable and reliable distribution and secure adequate shelf space in retail outlets. Competitive pressures in the “alternative,” energy, coffee, “functional,” “craft beer” and “beyond beer” (hard seltzers, FMBs, canned cocktails and other ready-to-drink beverages) beverage categories could cause our products to maintain or to lose market share, or we could experience price erosion, which could materially impact our business and results of operations. We have experienced and continue to experience competition from new entrants in the energy drink, energy shot, beer and beyond beer categories. For instance, a number of companies which market and distribute iced teas, coffees, juice cocktails, enhanced waters and sports drinks in various larger volume packages in glass and plastic bottles (including BODYARMOR, Vitamin Water, CORE, Arizona, Ocean Spray, Powerade, Prime and Starbucks), have added supplement ingredients to their products with a view to marketing their products as “functional” or energy beverages or as having “functional” benefits. We believe that many of those products contain lower levels of supplement ingredients, principally deliver refreshment and are positioned differently from our energy or “functional” drinks. We are also subject to increasing levels of regulatory issues, including in relation to the registration and/or taxation of our products in certain international markets, which may put us at a competitive disadvantage. (See “Government Regulation” below for additional information.) We compete not only for consumer preference, but also for maximum marketing, sales efforts and attention from our multi-brand licensed bottlers and distributors, many of which have a principal affiliation with competing companies and brands. Our products compete with all liquid refreshments, including TCCC, PepsiCo, Inc. (“PepsiCo”), Keurig Dr. Pepper Inc. (“KDP”) and Red Bull GmbH. From time to time, competitors have entered into distribution or acquisition agreements with certain other competitors. For example, KDP, which distributes C4 and Bloom, entered into a long-term sales and distribution agreement with Black Rifle Coffee Company as well as a definitive agreement to acquire GHOST Lifestyle LLC and GHOST Beverages LLC. In addition, Celsius Holdings, Inc. (“CELSIUS”) acquired Alani Nutrition LLC (“Alani Nu”). We also compete with companies that are smaller or primarily local in operation. Our products also compete with private-label brands such as those carried by grocery store chains, convenience store chains and club stores. Domestically, our energy drinks compete directly with Red Bull, CELSIUS, Alani Nu, C4, Ghost, 5-Hour Energy, Rockstar, Bloom, V8 + Energy, Venom, and many other brands. Internationally, our energy drinks compete with Red Bull (including non-carbonated Red Bull in China and Asia), Rockstar, V-Energy, Lucozade, and numerous local and private-label brands that usually differ from country to country, such as HELL, Amper, Shock, Tiger, Fearless, Boost, TNT, Shark, Dragon, Score, Sting, Hot 6, Suntory ZONE, Battery, Bullit, Flash Up, Black, Non-Stop, Bomba, Semtex, Vive 100, Dark Dog, Speed, Guarana, M-150, Lipovitan, Bacchus, Volt, Bolt, Mr. Big, Boom, Raptor, Amp, Fusion, Hi-Tiger, Eastroc Super Drink, Carabao, Power Horse, XL, Crazy Tiger, Effect, Missile, Nocco, Adrenaline Rush, Real Gold, War Horse, BLU, CELSIUS, Eneryeti, GURU Organic Energy, Prime Energy, Switch, XOT, H2O Power, Baly, Gorilla, Supa Komando, Code Red, Tornado and a host of other international brands. Our Reign Total Body Fuel® and Bang Energy® drinks compete with C4, GHOST Energy, CELSIUS ESSENTIALS, Bucked Up Energy, G Fuel and Redcon1 in the performance energy category. Our Reign Storm® Total Wellness Energy product line competes directly with CELSIUS, Alani Nu, Bloom, Starbucks Iced Energy, UPTIME Energy, PHORM Energy, ZOA Energy, Bum Energy, Gorilla Mind, and C4 Smart Energy. Our Java Monster® and Monster® Killer Brew TM product lines compete directly with Starbucks Frappuccino, Starbucks Doubleshot, Starbucks Tripleshot and other Starbucks coffee drinks, Black Rifle Coffee, Dunkin Donuts, La Colombe, Bolthouse Farms 11 Table of Contents Café, International Delight, Slate, Victor Allen’s Coffee, Kitu Super Coffee, Stumptown Coffee Roasters, Stok, Nescafé and other private label brands. Our alcohol products compete within the FMB, hard seltzer, and craft beer categories of the alcohol beverage industry. Competition includes microbreweries, regional brewers, national craft brewers, and large international and domestic producers of beers, FMBs, and hard seltzers such as Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company and The Mark Anthony Group among many others. Sales and Marketing Our sales and marketing strategy for all our non-alcohol beverages is to focus our efforts on developing brand awareness through image-enhancing programs and product sampling. We support our non-alcohol brands with prize promotions, price promotions, competitions, endorsements from selected public and sports figures, sports personality endorsements, influencer endorsements, collaborations, sampling and sponsorship of selected athletes, teams, series, bands, esports, causes and events. We utilize “push-pull” methods to enhance shelf and display space exposure in sales outlets (including racks, coolers and barrel coolers), advertising, in-store promotions and in-store placement of point-of-sale materials to encourage demand from consumers for our products. In-store posters, outdoor posters, social media, concerts, print, radio and television advertising (directly and through our sponsorships and endorsements) and coupons may also be used to promote our brands. We use our branded vehicles and other promotional vehicles at events where we offer samples of our products to consumers. These strategies and activities may apply to our alcohol products where permitted by applicable laws. We also manage taprooms and brewpubs adjacent to some of our manufacturing locations where we sell our alcohol products, merchandise, and food to consumers in a branded environment. We believe that one of the keys to success in the beverage industry is differentiation, making our brands and products visually appealing and distinctive from other beverages on the shelves of retailers. We review our products and packaging on an ongoing basis and, where practical, endeavor to make them different and unique. The labels and graphics for many of our products are redesigned and refreshed from time to time to maximize their visibility and identification, wherever they may be placed in stores, which designs we continue to reevaluate from time to time. Where appropriate, we partner with our bottlers/distributors and/or retailers to assist our marketing efforts. We increased expenditures for our sales and marketing programs by approximately 6.3% in the year ended December 31, 2025 compared to the year ended December 31, 2024. Customers Our non-alcohol customers are primarily full service beverage bottlers/distributors, retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience and gas chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military. Our alcohol customers are primarily beer distributors who in turn sell to retailers within the alcohol distribution system. Percentages of our gross billings to various customer types for the years ended December 31, 2025, 2024 and 2023 are reflected below. Such information includes sales made by us directly to the customer types concerned, which include our full service beverage bottlers/distributors in the United States. Such full service beverage bottlers/distributors in turn sell certain of our products to some of the same customer types listed below. We limit our description of our customer types to include only our sales to our full service bottlers/distributors without reference to such bottlers/distributors’ sales to their own customers. 2025 2024 2023 U.S. full service bottlers/distributors 45% 46% 47% International full service bottlers/distributors 43% 41% 40% Club stores and e-commerce retailers 8% 8% 8% Retail grocery, direct convenience, specialty chains and wholesalers 2% 2% 2% Alcohol, value stores and other 2% 3% 3% Our non-alcohol customers include Coca-Cola Canada Bottling Limited, Coca-Cola Consolidated, Inc., Coca-Cola Bottling Company United, Inc., Reyes Holdings, LLC, Coca-Cola Southwest Beverages LLC, The Coca-Cola Bottling Company of Northern 12 Table of Contents New England, Inc., Swire Pacific Holdings, Inc. (USA), Liberty Coca-Cola Beverages, LLC, Coca-Cola Europacific Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa, Coca-Cola İçecek and certain other TCCC network bottlers, Asahi Soft Drinks, Co., Ltd., Wal-Mart, Inc. (including Sam’s Club), Costco Wholesale Corporation and Amazon.com, Inc. Our alcohol customers include Reyes Beverage Group, Ben E. Keith Company, J.J. Taylor Distributing and Admiral Beverage Corporation. A decision by any large customer to decrease amounts purchased from us or to cease carrying our products could have a material adverse effect on our financial condition and results of operations. Coca-Cola Europacific Partners accounted for approximately 15%, 14% and 13% of our net sales for the years ended December 31, 2025, 2024 and 2023, respectively. Coca-Cola Consolidated, Inc. accounted for approximately 10% of our net sales for each of the years ended December 31, 2025, 2024 and 2023. Seasonality Sales of ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters accounting for the highest sales volumes. The volume of sales in the beverage industry is affected by weather conditions. However, the energy drink category appears to be less seasonal than traditional beverages. Quarterly fluctuations may also be affected by other factors including the introduction of new products, the opening of new markets, particularly internationally, where temperature fluctuations may be more pronounced, the addition of new bottlers and distributors, changes in the mix of the sales of our finished products and increased or decreased advertising and promotional expenses. Intellectual Property We presently have more than 21,600 registered trademarks and pending applications in various countries worldwide, and we apply for new trademarks on an ongoing basis. We regard our trademarks, service marks, copyrights, domain names, trade dress and other intellectual property as very important to our business. We consider Monster®, Monster Energy®, ®, Monster Energy Ultra®, Unleash the Beast!®, Rehab Monster®, Java Monster®, Punch Monster®, Juice Monster®, Monster Energy® Nitro, Reign Total Body Fuel®, Reign Storm®, BU®, Nalu®, NOS®, Full Throttle®, Burn®, Mother®, Ultra Energy®, Play® and Power Play ® (stylized), Relentless®, Predator®, Fury®, Live+®, BPM®, Samurai®, Bang Energy®, Oskar Blues Brewery®, Cigar City®, Deep Ellum Brewing Co®, Perrin Brewing Company®, Squatters®, Wasatch®, Jai Alai®, Dale’s Pale Ale®, Dallas Blonde®, Wild Basin®, Dale’s®, Hop Rising®, The Beast TM , The Beast Unleashed®, Beast® Tea, Blind Lemon® and Blinder Lemon TM to be our core trademarks. We also own the intellectual property of our most important flavors for certain of our Monster Energy® Brand energy drinks in perpetuity. We have registered Monster®, Monster Energy®, ®, Monster Energy Ultra®, Unleash the Beast!®, Rehab Monster®, Java Monster®, Punch Monster®, Juice Monster®, BU®, Nalu®, NOS®, Full Throttle®, Burn®, Mother®, Play®, Power Play® (stylized), Relentless®, Ultra Energy®, BPM®, Predator®, Fury®, Live+®, Samurai®, Reign®, Reign Total Body Fuel®, Reign Storm®, Bang®, Bang Energy®, The Beast®, The Beast Unleashed®, Beast® Tea, Blind Lemon® and Blinder Lemon® outside of the United States in certain jurisdictions. We protect our trademarks by applying for registrations and registering our trademarks with the United States Patent and Trademark Office and with government agencies in other countries around the world, particularly where our products are distributed and sold. We assert copyright ownership of the statements, graphics and content appearing on the packaging of our products and in our marketing materials. We aggressively pursue individuals and/or entities seeking to profit from the unauthorized use of our trademarks and copyrights, including, without limitation, wholesalers, street vendors, retailers, online auction site sellers, website operators and third parties. In addition to initiating civil actions against these individuals and entities, we work with law enforcement officials where appropriate. 13 Table of Contents Depending upon the jurisdiction, trademarks are valid as long as they are in use and/or their registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks can generally be renewed as long as the trademarks are in use. We also enforce and protect our trademark rights against third parties infringing or disparaging our trademarks by opposing registration of conflicting trademarks and initiating litigation as necessary. Government Regulation The production, distribution and sale in the United States of many of our products are subject to various U.S. regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act (“FD&C Act”); the Occupational Safety and Health Act and various state laws and regulations governing ingredient safety and labeling and workplace health and safety; various environmental statutes; the Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”); various state and federal laws and regulations pertaining to the sale and distribution of alcohol beverages; data privacy, cybersecurity and personal data protection laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights Act) and a number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, marketing, labeling, packaging, and ingredients of such products. Outside the United States, the production, distribution and sale of many of our products are also subject to numerous statutes and regulations. We also may in the future be affected by other existing, proposed and potential future regulations or regulatory actions, including those described below, any of which could adversely affect our business, financial condition and results of operations. See “Part I, Item 1A – Risk Factors – Changes in government regulation, or a failure to comply with existing regulations, related to energy drinks, could adversely affect our business, financial condition and results of operations,” “Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations and inhibit the sales of such products,” and “Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities and/or those of our co-packers to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations” below for additional information. Furthermore, legislation and regulation may be introduced in the United States and other countries at the federal, state, provincial, municipal and supranational level in respect of each of the subject areas discussed below. Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking legislative and regulatory change to reduce the consumption of sweetened, ultra-processed, and alcohol beverages. There also has been an increased focus on caffeine content in beverages, and we are seeing some attention to other ingredients in energy drinks. More generally, officials in the current U.S. presidential administration (the “U.S. Administration”) have articulated significant concerns about “highly processed” or “ultra-processed” foods (“UPF”), including beverages sweetened with sugar or non-nutritive sweeteners, and particular ingredients, such as synthetic color additives, as well as the “generally recognized as safe” (“GRAS”) process for getting food ingredients to the market. The U.S. Administration released the latest Dietary Guidelines for Americans in January 2026, which urge the consumption of whole foods and the avoidance of highly processed foods, and recommended limiting beverages such as soda, fruit drinks, and energy drinks. Additionally, some states have removed such products from the Supplemental Nutrition Assistance Program (“SNAP”), formerly food stamps, and other states may take similar steps. In some territories, such as the European Union, food additives including sweeteners such as sucralose are subject to a safety re-evaluation which could potentially lead to changes in the specification for such additives or removal from the approved list of additives. The U.S. Food and Drug Administration (the “FDA”) has also initiated a process for post-market review of food ingredients and plans to propose regulatory reforms to the GRAS process. Bills that would change the GRAS process have also been introduced in the U.S. Congress and some state legislatures. If implemented, changes to the GRAS process could affect the way Monster assesses the GRAS status of ingredients we use in our products. Product Formulation, Labeling, Packaging, and Advertising. Globally, we are subject to a number of regulations applicable to the formulation, labeling, packaging, and advertising (including promotional campaigns) of our products. In California, we are subject to California Proposition 65, a law that requires that a specified warning be provided before exposing California consumers to any product that contains in excess of threshold amounts of a substance listed by California as having been found to cause cancer or reproductive toxicity. California Proposition 65 does not require a warning if the manufacturer of a product can demonstrate that the use of the product in question exposes consumers to an average daily quantity of a listed substance that is below that threshold amount, which is determined either by scientific criteria set forth in applicable regulations or via a “safe harbor” threshold that may be established by the state, or the substance is naturally occurring, or is subject to another applicable exception. Some states have passed laws and 14 Table of Contents regulations that would prohibit certain food ingredients or require notices or warnings on food labels about the presence of certain ingredients. For example, West Virginia enacted legislation in 2025 that includes a ban on seven color additives and two preservatives products marketed to the general public; however, such portion of the law was challenged, and the court has granted a preliminary injunction, staying the ban pending the outcome of the legal challenge. Texas also enacted legislation in 2025 to require warnings for products containing any of approximately 44 ingredients enumerated in the law; a legal challenge against that law has also been filed. If we are required to remove certain ingredients from our products, add notices or warning labels to any of our products, or place warnings in certain locations where our products are sold, it will be difficult to predict whether, or to what extent, such actions would have an adverse impact on sales of our products in those locations or elsewhere. In addition, there has been increasing regulatory activity globally regarding constituents in packaging materials, including perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) and bisphenol A (“BPA”). Regardless of whether perceived health consequences of these constituents are justified, such regulatory activity could result in additional government regulations that impact the packaging of our beverages. In addition, the FDA has regulations with respect to serving size information and nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products. The FDA also published a proposed rule in 2025 that, if finalized, would require certain front-of-pack nutrition labeling for most packaged goods, including with respect to the level of added sugars in a product. Further, the U.S. Department of Agriculture (the “USDA”) promulgated regulations requiring that, as of January 1, 2022, the labels of certain bioengineered foods include a disclosure that the food is bioengineered. The Ninth Circuit recently ruled that certain aspects of the USDA’s regulations failed to implement the statutory mandate, and the issue will be remanded to the USDA to revise the rule in a manner that may require bioengineering disclosures on a broader range of foods and in a more explicit manner. These regulations may impact, reduce and/or otherwise affect the purchase and consumption of our products by consumers. Other countries, such as Argentina, Brazil, China, Chile, Colombia, the Czech Republic, Ecuador, Honduras, Hungary, Jordan, Poland, the member states of the Gulf Cooperation Council, the member states of the Caribbean Community and Common Market (CARICOM), Mexico, the Central American Community, the People’s Republic of China, Paraguay, Peru, Uruguay, South Africa, and the member states of the Southern Common Market (MERCOSUR) are also considering, or have enacted, new labeling requirements, which may require us to amend our labels and warning statements. More generally, some markets have specific energy drink standards that do not always allow for inclusion of certain ingredients, such as L-carnitine and ginseng, or that otherwise restrict the levels of certain ingredients in our products. In 2023, Peru challenged the use of L-carnitine in energy drinks. Other markets may also restrict or prohibit the use of ginseng and certain other botanicals in food. We may incur costs to address such country-specific requirements or face restrictions on our products. Age and Other Restrictions on Energy Drink Products. Proposals to limit or restrict the sale and/or advertising of energy drinks to minors and/or persons below a specified age, and/or restrict the venues in which energy drinks can be sold, and/or to restrict the use of the Supplemental Nutrition Assistance Program (formerly food stamps) to purchase energy drinks have been raised and/or enacted in certain U.S. states, counties, municipalities and/or in certain foreign countries. For example, the City of Lancaster, CA, passed an ordinance on January 14, 2025, making it an infraction to sell or otherwise distribute an energy drink to a person under 18 years of age. Bills seeking to impose an age restriction on the sale of energy drinks have also been introduced in the Connecticut, Massachusetts, Puerto Rico, and South Carolina legislatures. Outside of the United States, for example, Honduras, Latvia, Lithuania, Poland, Romania, Hungary, Turkey, Armenia, Bahrain, and Kuwait prohibit the sale of energy drinks to persons under the age of 18; Norway prohibits the sale of energy drinks to persons under the age of 16; Kazakhstan prohibits the sale of energy drinks to persons under the age of 21; Canada prohibits the promotion of energy drinks to children 12 years and under; Honduras, Latvia, Romania, and Scotland prohibit the sale of energy drinks in educational establishments; Kuwait permits the sale of energy drinks only in designated areas of cooperative societies and parallel markets and prohibits all commercial advertising and sponsorships for energy drinks; and Honduras and Turkey prohibit the sale or advertising of energy drinks at sports facilities, school cafeterias and hospitals. Other Latin American countries such as Argentina, Brazil, Chile, Colombia, Dominican Republic, Mexico, and Uruguay have been considering age and other sales and advertising restrictions on energy drinks, as are other countries such as Bulgaria, the Czech Republic, Ireland, Kosovo, Kyrgyzstan, Slovakia, Spanish regions, Ukraine, and parts of the United Kingdom (including, most recently, for England). Similar rules would not apply to coffee products that contain similar or higher levels of caffeine. Excise Taxes and Tariffs on Energy Drinks. Legislation that would impose an excise tax on sweetened beverages has been proposed in the U.S. Congress, in some state legislatures and by some local governments, with excise taxes generally ranging between $0.01 and $0.02 per ounce of sweetened beverage. Berkeley, California became the first jurisdiction to pass such a measure, and a general tax of $0.01 per ounce on certain sweetened drinks, including energy drinks, became effective on January 1, 2015. Other U.S. jurisdictions (including Albany, Oakland and San Francisco, California; Boulder, Colorado; Philadelphia, Pennsylvania; Seattle, 15 Table of Contents Washington; and Washington, DC) have passed similar measures, some of which have been challenged in litigation. The imposition of such taxes on our products would increase the cost of certain of our products or, to the extent levied directly on consumers, make certain of our products less affordable. Excise taxes on sweetened beverages already are in effect in certain foreign countries where we do business, such as France, the United Kingdom, Ireland, South Africa, Mexico, Poland and Colombia. Slovakia established a tax on sweetened soft drinks, specifically targeting beverages containing caffeine from any source in excess of 150mg/l. Brazil recently approved a tax reform that includes the creation of a Selective Tax (IS) which may potentially impose additional taxes on energy drinks. Other countries are considering similar measures. In addition, legislation has been proposed in certain jurisdictions that would specifically impose excise taxes on energy drinks. For example, Kuwait is considering a proposal that would impose an excise tax on energy drinks. Such targeted legislation has been passed in other countries. For instance, on January 1, 2020, a reform to a Mexican excise tax (Special Tax on Production and Services (“IEPS”)) went into effect that expanded the definition of an “energy drink” subject to this tax to include products with any amount of caffeine (the prior version of the tax required a threshold of 20mg of caffeine per 100 millimeters for the tax to be applicable) and “taurine or glucuronolactone or thiamine and/or any other substance that produces similar stimulating effects.” In 2025, Mexico reformed the IEPS law to tax flavored drinks containing any amount of sugar and/or sweetener. Latvia announced the introduction of an excise tax rate for energy drinks in December 2025, which is due to take effect on January 1, 2028. Hungary has an excise tax in place to which our products are subject. Bahrain, Saudi Arabia and the United Arab Emirates began applying a selective tax of 100% on energy drinks in 2017, Qatar and Oman began applying the tax in 2019, and there are indications that a similar measure may be enacted in Kuwait. Saudi Arabia and the United Arab Emirates have imposed sugar-sweetened beverage taxes that are lower than the 100% rate imposed on energy drinks. Both jurisdictions exclude energy drinks from this more favorable rate. Certain other jurisdictions are also considering UPF taxes that may ultimately impact the sales and/or formulation of certain of our products. Separately, geopolitical tensions and related trade disputes may affect our ability to operate or sell our products in certain jurisdictions. For example, in recent months, the United States has proposed or implemented a range of new tariffs and trade measures affecting U.S. imports from across the world, including global reciprocal tariffs, as well as specific tariffs on imports from China, Canada, Mexico, and elsewhere. The nature and scope of evolving U.S. tariff measures, some of which have been challenged in litigation, are difficult to predict. In response to such measures, U.S. trading partners have suggested they may impose, or have imposed, retaliatory tariffs on U.S. exports, and/or other trade or commercial restrictions on U.S. companies. The threat, implementation, or modification of new U.S. trade restrictions, as well as any retaliatory measures adopted by affected U.S. trading partners, could prove disruptive to the international market in which we operate and may lead to increased costs of raw materials and finished products. Limits on Caffeine Content. Legislation has been proposed to limit the amount of caffeine that may be contained in beverages, including energy drinks. Some jurisdictions where we do business have prescribed limits on caffeine content for beverages. For example, in Canada, the maximum amount of caffeine in a caffeinated energy drink cannot exceed 180mg per single-serving container or per serving (500 ml) in the case of a multi-serving container. We adjusted the caffeine levels in certain of our Monster Energy® products that are sold in Canada as caffeinated energy drinks to address these regulations, although the majority of our products were unaffected. In Europe, examples of caffeine restrictions include the Netherlands where there is a limit of 35mg/100ml, and Norway introduced, as of January 1, 2020, a limit of 32mg/100ml. Caffeine limit restrictions or restrictions on combining caffeine with other ingredients or in particular product sectors (such as performance beverages/sport drinks) have also been implemented or proposed in other jurisdictions, including Turkey, India, Pakistan’s Punjab region, Egypt, Colombia, Iraq, and the member states of the Gulf Cooperation Council, including Kuwait. Such restrictions could require reformulations of certain of our products. However, we may not be able to satisfactorily reformulate our products in all jurisdictions that adopt similar legislation. Limitations on Container Size. We package our products in a variety of different package types and sizes including, for certain of our Monster Energy® brand energy drinks, aluminum cans larger than 16 fluid ounces. Certain jurisdictions, such as Colombia, Costa Rica, and the Dominican Republic, have considered container size limitations on energy drinks and other beverages. If adopted, such limitations may require us to change the container size of our products sold in certain countries. Compliance with Alcohol-Related Regulation and Laws. Our Alcohol Brands segment is regulated by federal, state and local governments in both the U.S. and abroad whose laws and regulations govern the production, distribution and sale of alcohol beverages, including licensing, permitting, advertising and marketing. To operate our breweries, manufacturing facilities and other alcohol-related facilities, as well as to sell our alcohol products, we must obtain and maintain numerous approvals, licenses and permits from governmental agencies, including, but not limited to, the U.S. Department of Treasury, Alcohol and Tobacco Tax and Trade Bureau (“TTB”), the FDA, state and local alcohol regulatory agencies and state and federal environmental agencies. Our breweries, in particular, are subject to audits and inspections by TTB and applicable state alcohol regulatory agencies at any time. 16 Table of Contents Our alcohol beverages are also subject to various taxes, license fees, and the like levied by governmental entities as well as bonds that such entities may deem necessary to ensure compliance with applicable laws and regulations. One such tax that we must comply with is the U.S. federal excise tax. Beginning in January 2018, the federal excise taxes imposed on domestic brewers that produce less than 2 million barrels annually were reduced from $7.00 to $3.50 per barrel on the first 60,000 barrels shipped annually. State and local excise taxes, on the other hand, vary based on the alcohol content and type of beverage. Federal, state, or local governments may increase such excise taxes in the future. Compliance with Environmental Laws. Our facilities and those of our co-packers in the United States are subject to federal, state and local environmental laws and regulations, including those relating to air emissions, water discharges, the use of water resources, waste disposal, recycling, and extended producer responsibility. Our operations in other countries are subject to similar federal, state, local and supranational laws and regulations that may be applicable in such countries. Changes in environmental compliance mandates, and any expenditures necessary to comply with such requirements, could adversely affect our financial performance and future growth. In addition, continuing concern over environmental matters, including climate change, is expected to continue to result in new or increased legal and regulatory requirements (in and outside of the United States), including to reduce or mitigate the potential effects of greenhouse gases, to limit or impose additional costs on commercial water use due to local water scarcity concerns, or to expand mandatory reporting of certain environmental, social and governance metrics. Compliance with these provisions has not had, nor do we expect such compliance to have, any material adverse effect upon our capital expenditures, net income or competitive position. Container Deposits. Various municipalities, states and foreign countries require that a deposit be charged for certain non-refillable beverage containers. The precise requirements imposed by these measures vary by jurisdiction. Other deposit, recycling, ecotaxes and/or product stewardship proposals have been, and may in the future be, introduced and enacted at the federal, state, and local levels, and in foreign countries. In California, we are required to collect redemption values from our customers and to remit such redemption values to the State of California Department of Resources Recycling and Recovery based upon the number of cans and bottles of certain carbonated and non-carbonated products sold. In certain other states and countries where our products are sold, we are also required to collect deposits from our customers and to remit such deposits to the respective jurisdictions based upon the number of cans and bottles of certain carbonated and non-carbonated products sold in such states. Human Capital Resources As of December 31, 2025, we have employees in 80 countries, with a total of 6,891 employees working worldwide. This employee population includes 4,559 employees in North America, 448 employees in Latin America, 308 employees in Asia Pacific (including Oceania) and 1,576 employees in Europe, Middle East and Africa (“EMEA”). Most of our employees are full-time (5,773 employees) and the remaining 1,118 employees hold part-time positions. Of our 6,891 employees, we employ 2,336 in corporate and operational capacities (including administration, human resources, legal, information technology, operations, facilities, warehouse, product development, regulatory and accounting) and 4,555 persons in sales and marketing capacities. We support our employees through a variety of training, mentorship and development programs. We have a mid-level manager development program, in which participants learn leadership skills, network with peers and senior executives, and tackle critical initiatives. We also have a leadership development platform in partnership with a third party, for senior leaders to receive university grade certificates in business strategy and innovation and complete Food and Beverage Executive courses, as well as an electronic learning platform that focuses on business acumen, professional development and technical capabilities. In addition, we provide employees with access to an e-learning platform that offers courses focused on job and career training, business acumen, professional development and technical capabilities. We provide compensation packages designed to attract and retain talent while maintaining alignment with market compensation surveys. We have multiple short-term incentive programs focused on incentivizing and retaining talent throughout the organization and provide long-term incentive programs to employees through equity and/or performance cash awards. We cover the cost of insurance premiums including medical (including virtual visits), dental, vision, life, accidental death and dismemberment and short-and long-term disability, covering full-time employees and share in the cost of insurance premiums covering eligible dependents including medical, dental and vision coverage. We also offer several voluntary benefits to full-time employees, including supplemental life insurance, whole life insurance, accident insurance, critical illness insurance, flexible medical spending 17 Table of Contents accounts, flexible spending accounts for childcare, travel insurance, pre-paid legal cover, healthy rewards programs, identity theft assistance, and retirement savings account(s). We also offer an Employee Assistance Program (EAP) to all employees. See Note 16, “Employee Benefit Plan” in the Notes to the Consolidated Financial Statements for a discussion of our 401(k) Plan. Available Information As a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A and other information (including any amendments) with the Securities and Exchange Commission (the “SEC”). You can find the Company’s SEC filings at the SEC’s website, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov . Our Internet address is www.monsterbevcorp.com . Information contained on our website is not part of or incorporated into this filing or any of our other filings with the SEC. Our SEC filings (including any amendments) will be made available free of charge at www.monsterbevcorp.com , as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, you may request a copy of these filings (excluding exhibits) at no cost by writing to, or telephoning us, at the following address or telephone number: Monster Beverage Corporation 1 Monster Way Corona, CA 92879 (951) 739-6200 (800) 426-7367 ITEM 1A. RISK FACTORS In addition to the other information in this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the consolidated financial statements and related notes, you should carefully consider the following risks. If any of the following risks actually occur or continue to occur, our business, reputation, financial condition and/or operating results could be materially adversely affected. The risk factors summarized below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, reputation, financial condition and/or operating results. Risk Factors Summary The following is a summary of the principal risks that could materially adversely affect our business, reputation, financial condition and/or operating results. You should read this summary together with the more detailed description of each risk contained below. Operational and Industry Risks ● The Company and TCCC have extensive commercial arrangements and, as a result, the Company’s future performance is substantially dependent on the success of its relationship with TCCC. ● Provisions in our organizational documents and control by insiders or TCCC may prevent changes in control even if such changes would be beneficial to other stockholders. ● We primarily rely on bottlers and other contract packers to manufacture our products. If we are unable to maintain good relationships with our bottlers and contract packers and/or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer. ● We rely on limited Company-owned facilities for production of certain of our non-alcohol and alcohol beverages, and developments negatively affecting production at such facilities could materially impact the financial results of our business. ● We rely on bottlers and distributors to distribute our products. If we are unable to maintain good relationships with our existing bottlers and distributors and/or secure such bottlers and distributors, our business could suffer. 18 Table of Contents ● We currently derive most of our revenues from energy drinks, and competitive pressure in the energy drink category could adversely affect our business and operating results. ● Criticism or negative perceptions of our products (regardless of accuracy) generally could adversely affect us. ● Increased competition in the beverage industry and changing retail landscape could hurt our business. ● Our inability to implement our growth strategy, including expanding our business in existing and new sectors, or successfully recognize the anticipated benefits of acquired businesses or assets could adversely affect our business and financial results. ● Changes in consumer product and shopping preferences may reduce demand for our products. ● Our continued expansion outside of the United States exposes us to uncertain conditions and other risks in international markets. ● If we are not able to pass on increases in the costs of raw materials, including aluminum cans, ingredients, fuel, costs of co-packing, and/or tariffs, we may face a higher cost base, and our business and results of operations could be adversely affected. ● Our failure to accurately estimate demand for our products or maintain sufficient inventory levels or anticipate shortages of raw materials could adversely affect our business and financial results. ● Our business is subject to seasonality, which may cause fluctuations in our operating results. ● The costs of packaging supplies, raw material inputs, ocean and domestic freight, tariffs, and inflation generally may adversely affect our results of operations. ● Global or regional catastrophic events could impact our operations and affect our ability to grow our business. ● Climate change and natural disasters may negatively affect our business. ● If we are not able to retain the services of our workforce, there may be an adverse effect on our operations and/or our operating performance until we find suitable replacements. ● Negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer. Government Regulation and Litigation Risks ● Changes in government regulation, or a failure to comply with existing regulations, including those related to energy drinks, data protection and advertising, could adversely affect our business, financial condition and results of operations. ● Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations and inhibit the sales of such products. ● Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities and/or those of our co-packers to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations. ● We cannot predict the effect of inquiries from and/or actions by litigants, attorneys general, and/or other (quasi-) government agencies into the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products. ● Litigation regarding our products and practices, and related unfavorable media attention, could expose us to significant liabilities and reduce demand for our products, thus negatively affecting our financial results. ● If we encounter material product recalls, our business may suffer material losses and such recalls could damage our brand image and corporate reputation, also resulting in material losses. Intellectual Property, Information Technology and Data Privacy and Security Risks ● Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business. ● Our use of information technology exposes us to the risk of cybersecurity incidents and other costs and interruptions that could disrupt our business operations and adversely impact our reputation and results of operations. ● If we fail to comply with data privacy and personal data protection laws and emerging cybersecurity laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which may negatively impact our business and operating results. 19 Table of Contents Financial Risks ● Fluctuations in our effective tax rate could adversely affect our financial condition and results of operations. ● We may be required to record a charge to earnings if our goodwill or intangible assets become impaired. ● Fluctuations in foreign currency exchange rates may adversely affect our operating results. ● Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations. ● Default by or failure of one or more of our counterparty financial institutions could cause us to incur significant losses. Operational and Industry Risks The Company and TCCC have extensive commercial arrangements and, as a result, the Company’s future performance is substantially dependent on the success of its relationship with TCCC. We have transitioned all third parties’ rights to distribute the Company’s energy drink products in the U.S. to members of TCCC’s distribution network, which largely consists of independent bottlers/distributors. In addition, except for a handful of countries, TCCC is our preferred distribution partner globally, with members of TCCC’s network distributing our products internationally, including in Africa, Asia, Canada, Central and South America, Europe, Mexico and the Middle East. We expect TCCC’s distribution network to continue as our preferred distribution partner globally. As a result, we have reduced our distributor diversification and are now dependent on TCCC’s domestic and international distribution platforms. TCCC has a substantial equity investment in the Company. The Company, TCCC and certain affiliates are parties to various agreements in which TCCC and certain affiliates have agreed, subject to certain exceptions, not to compete in the energy drink category in certain territories prior to the termination of the applicable distribution coordination agreement with TCCC. The Company’s distribution agreements with TCCC distributors also provide, subject to certain exceptions, that the applicable distributor will not distribute competitive energy drink products. While we believe that these agreements incentivize TCCC to take steps to ensure that our products receive the appropriate attention in the TCCC distribution system, disagreements as to the interpretation of the provisions in such agreements have arisen and may arise in the future. In addition, TCCC does not control all members of its distribution system, many of which are independent companies that make their own business decisions that may not always align with TCCC’s interests. Provisions in our organizational documents and control by insiders or TCCC may prevent changes in control even if such changes would be beneficial to other stockholders. Our organizational documents may limit changes in control. Furthermore, as of February 13, 2026, Mr. Sacks and Mr. Schlosberg together may be deemed to beneficially own and/or exercise voting control over approximately 8.1% of our outstanding common stock. As of February 13, 2026, TCCC owned approximately 20.9% of our common stock. TCCC has also nominated one director to the Company’s board of directors. Consequently, Mr. Sacks, Mr. Schlosberg and/or TCCC could exercise significant control over matters submitted to a vote of our stockholders, including electing directors, amending organizational documents and disapproving extraordinary transactions such as a takeover attempt, even though such actions may be favorable to the other common stockholders. In particular, TCCC’s ownership could have an effect on the Company’s ability to engage in a change in control transaction. TCCC is obligated for a period of time to vote all of its common shares of the Company in excess of 20% of the outstanding common shares in the same proportion as all common shares not owned by TCCC with respect to a proposal for a change of control. However, if TCCC were to oppose such a change-in-control transaction, a bidder would be required to secure the support of holders of greater than 62.5% of the Company’s common shares not owned by TCCC (assuming that TCCC maintains its ownership of more than 20% of the Company’s common shares) to achieve a vote of a majority of the Company’s outstanding shares for a change-in-control transaction. In addition, TCCC would have a bidding advantage if the Company’s board of directors were to seek to sell the Company in the future because TCCC would not need to pay a control premium on the shares it owns at such time. TCCC and the Company would also be permitted to terminate TCCC’s distribution coordination agreements with the Company after a change in control of the Company. In such event, TCCC would receive a termination fee if TCCC terminated the distribution coordination agreements following a change in control of the Company involving certain TCCC competitors, or if the Company terminated following a change in control of the Company involving any third-party. 20 Table of Contents The interests of TCCC may be different from or conflict with the interests of the Company’s other stockholders and, as a result, TCCC’s influence may result in the delay or prevention of potential actions or transactions. Moreover, TCCC’s ownership of a significant amount of the Company’s outstanding common shares could result in downward pressure on the trading price of the Company’s common shares if TCCC were to sell a large portion of its shares or as a result of the perception that such a sale might occur. We primarily rely on bottlers and other contract packers to manufacture our products. If we are unable to maintain good relationships with our bottlers and contract packers and/or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer. In 2025, we continued to outsource manufacturing of most of our non-alcohol finished goods to bottlers and other contract packers. As a result, in the event of a disruption and/or delay, including, but not limited to, strikes, work stoppages, or labor unrest, and/or demand exceeding forecasted demand, we may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period. In addition, there are limited alternative packing facilities in our domestic and international markets with adequate capacity and/or suitable equipment for many of our products. A lengthy disruption or delay in the production of any of our products could significantly adversely affect, and historically has adversely affected, our revenues from and/or costs of such products, because alternative co-packing facilities in the United States and abroad with adequate long-term capacity may not be available for such products either at commercially reasonable rates and/or costs, within a reasonably short time period and/or within a geographically cost effective distance, if at all. In addition, in recent years, there has been a consolidation of co-packers, leading us to increasingly rely on fewer co-packing groups, certain of which account for a large percentage of our co-packing capacity for our Monster Energy® drinks. If we are unable to maintain good relationships with our largest co-packers, or if our costs of co-packing increase, our business, financial condition and results of operations could be adversely affected. We rely on limited Company-owned facilities for production of certain of our non-alcohol and alcohol beverages, and developments negatively affecting production at such facilities could materially impact the financial results of our business. Currently, the primary flavors for our Monster Energy® Drinks segment are developed and manufactured at the AFF facilities in Southern California and Athy, Ireland. Bang Energy® beverages and certain of our other energy drink products are manufactured at our facilities in Phoenix, Arizona and Norwalk, California. Further, we are dependent on Monster Brewing Company’s portfolio of facilities located in Longmont, Colorado, Brevard, North Carolina, and Grand Rapids, Michigan to manufacture certain of our alcohol products. Adverse changes or developments affecting our AFF facilities could adversely impact our ability to produce flavors of certain of our energy drink products. Adverse changes or developments affecting our Norwalk, California and/or Phoenix, Arizona facilities could adversely impact our ability to produce certain of our energy drink products or cause us to halt our production of such beverages. Likewise, adverse changes or developments affecting our alcohol licensed manufacturing facilities could hinder our ability to produce alcohol products to take to market on a timely basis or require us to entirely suspend certain of our Alcohol Brands segment operations. Alternative facilities with sufficient capacity or capabilities may not be readily available or may take significant time or cost to run at the same capacity as our AFF, Phoenix, and Norwalk facilities or our current alcohol licensed manufacturing facilities. Such significant disruption may, in turn, have an adverse effect on gross margins, operating cash flows, and overall financial performance of our business. We rely on bottlers and distributors to distribute our products. If we are unable to maintain good relationships with our existing bottlers and distributors and/or secure such bottlers and distributors, our business could suffer. Many of our bottlers/distributors are affiliated with and manufacture and/or distribute other carbonated, non-carbonated, non-alcohol, alcohol and other beverage products. In many cases, such products compete directly with our products. Unilateral decisions by bottlers/distributors, buying groups, convenience and gas chains, grocery chains, mass merchandisers, specialty chain stores, club stores, e-commerce retailers, e-commerce websites and/or other customers, including retailer disagreements with our bottlers/distributors, to discontinue carrying all or any of our products that they are carrying at any time, restrict the range of our products they carry, impose restrictions or limitations on the sale of our products and/or the sizes of containers of our products and/or devote less resources to the sale of our products could cause our business to suffer. Moreover, competitors’, consumers’ or others’ attempts to persuade regulators, retailers, and/or customers in certain countries to reduce the permitted or maximum container sizes for our products from those currently being sold and marketed by us could negatively impact our business. In addition, possible trading 21 Table of Contents disputes between our bottler/distributors and their customers or buying groups may result in the delisting of certain of the Company’s products, temporarily or otherwise. Bottler/distributor consolidation may also have an adverse impact on our business. The TCCC North American Bottlers, Coca-Cola Europacific Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa and Coca-Cola İçecek are our primary domestic and international distributors of our non-alcohol products. We also sell our alcohol beverages to certain beer and alcohol beverage distributors through generally separate distribution networks for distribution to retailers. As a result, if we are unable to maintain good relationships with these bottlers/distributors, if changes in control or ownership occur within the current distribution network, or if they do not effectively focus on marketing, promoting, selling and/or distributing our products, sales of our products could be adversely affected. A decision by any large customer to decrease the amount purchased from us or to cease carrying our products could have a material adverse effect on our financial condition and consolidated results of operations. The marketing efforts of our bottlers/distributors are important to our success. If our brands prove to be less attractive to our existing bottlers/distributors, if we fail to attract additional bottlers/distributors, and/or our bottlers/distributors do not market, promote and/or distribute our products effectively, our business, financial condition and results of operations could be adversely affected. Disruption in distribution channels and/or a decline in sales due to the termination and/or insolvency of existing or new bottlers/distributors may adversely affect our business and operating results. No assurance can be given that we will be able to maintain our current distribution network or secure additional distributors on terms not less favorable to us than our current arrangements. We currently derive most of our revenues from energy drinks, and competitive pressure in the energy drink category could adversely affect our business and operating results. Our focus is in the energy drink category, and our business is vulnerable to adverse changes impacting the energy drink category and business, which could adversely impact our business and the trading price of our common stock. Most of our sales are currently derived from our energy drinks. Any decrease in the sales of our Monster Energy® brand and other energy drinks could significantly adversely affect our future revenues and net income. Historically, we have experienced substantial competition from new entrants in the energy drink category as well as from the energy shot category. For a discussion of such competition, see “Part I, Item 1 – Business – Competition.” The increasing number of competitive products and limited amount of shelf space in retail stores, including in beverage coolers, may adversely impact our ability to gain or maintain our share of sales in the marketplace. In addition, certain actions of our competitors, including unsubstantiated and/or misleading claims, false advertising claims and tortious interference in our business, as well as competitors selling misbranded products, could impact our sales. Competitive pressures in the energy drink category could impact our revenues, cause price erosion and/or lower our market share, any of which could have a material adverse effect on our business and results of operations. Criticism or negative perceptions of our products (regardless of accuracy) generally could adversely affect us. An unfavorable report on the health effects of caffeine, other ingredients in energy drinks or energy drinks generally, or criticism or negative publicity regarding the caffeine content and/or any other ingredients in our products or energy drinks generally, including product safety concerns (regardless of the validity or scientific merit of any such reports, criticism, or negative publicity), could have an adverse effect on our business, financial condition and results of operations. Articles critical of the caffeine content and/or other ingredients in energy drinks and/or articles indicating certain health risks of energy drinks have been published in recent years. We believe the overall growth of the energy drink market in the U.S. may have been negatively impacted by the ongoing negative publicity and comments that continue to appear in the media questioning the safety of energy drinks, and suggesting limitations on their ingredients (including caffeine), and/or the levels thereof, and/or imposing minimum age restrictions for consumers. If reports, studies or articles critical of caffeine and/or energy drinks continue to be published or are published in the future, or additional voluntary measures are taken, they could adversely affect the demand for our products. If we are unable to satisfy all criteria set forth in any model energy drink guidelines, including, without limitation, those adopted by the American Beverage Association in the future, of which we 22 Table of Contents are a member, and/or any international beverage associations, it could negatively affect our overall reputation, which in turn could have a negative impact on our business, financial condition and results of operations. The alcohol beverage industry has also been the subject of considerable societal and political attention for many years due to increasing public concern over alcohol-related health and social issues, including driving under the influence, underage drinking, and the negative health impacts of the misuse or abuse of alcohol. Moreover, anti-alcohol groups have successfully advocated, and increasingly continue to advocate, for more stringent labeling requirements, higher taxes, and other regulations designed to curtail alcohol consumption. In response to these concerns and advocacy, advertising by alcohol producers could be further restricted, additional cautionary labeling or packaging requirements might be imposed, further restrictions on the sale of alcohol might be imposed, or there may be renewed efforts to impose increased excise or other taxes on alcohol sold in the United States or abroad. In addition, the increase of such criticism and negative perception of alcohol beverages generally could decrease sales and the consumption of alcohol, including the demand for our alcohol products. Any such developments may have a negative impact on the operating results of our Alcohol Brands segment. Increased competition in the beverage industry and changing retail landscape could hurt our business. The beverage industry is highly competitive. The principal areas of competition are pricing, packaging, development of new products, flavors, product positioning, quality as well as promotion and marketing strategies. Our products compete with a wide range of drinks, both non-alcohol and alcohol, produced by a relatively large number of domestic and international manufacturers. Important factors affecting our ability to compete successfully include the efficacy, taste and flavor of our products, trade and consumer promotions, rapid and effective development of new and unique cutting-edge products, attractive and different packaging, branded product advertising and pricing. The success of our sports marketing, social media and other general marketing endeavors may impact our business, financial condition and results of operation. Our products compete with all liquid refreshments, including TCCC, Starbucks Corporation, PepsiCo, Red Bull GmbH, KDP, Molson Coors, Constellation Brands, AB InBev, The Boston Beer Company and The Mark Anthony Group. We also compete with companies that are smaller or primarily national or local in operations, such as CELSIUS, PRIME, C4, Alani Nu, GHOST, ZOA, GORGIE, and others as well as local craft breweries in our Alcohol Brands segment. Our products also compete with private-label brands such as those carried by grocery store chains, convenience store chains and club stores. We anticipate competition will remain robust due to a number of new entrants in the energy drink category. Some competitors are consolidating (as evidenced by business combinations of substantial value carried out by significant competitors in recent years), building more capacity, expanding geographically, and/or adding more SKUs and styles. For example, PepsiCo entered into a long-term strategic distribution arrangement with Celsius Holdings, Inc., a competitor in the energy drink space, in August 2022. Additionally, competition in the alcohol beverage space—including from craft brewers and craft distilleries, ready-to-drink spirits and similar products—continues to evolve. Market dynamics have been influenced by broader competitive trends and regulatory focus on market structure, including analyses and recommendations contained in the February 2022 U.S. Treasury report, “Competition in the Markets for Beer, Wine, and Spirits,” which assesses competitive conditions and potential barriers to entry. Actual growth in specific segments, such as hard seltzers, craft products, and other beverage categories, varies over time and may be affected by changing consumer preferences, regulatory developments and economic conditions. As a result of such increased competition for our products, we may face competitive pricing pressures and the demand for and market share of our products may fluctuate and possibly decline. The rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, and closures of physical retail operations may result in a shift away from physical retail operations to digital channels and a reduction in impulse purchases. As we build our e-commerce capabilities, we may not be able to develop and maintain successful relationships with existing and new e-commerce retailers without experiencing a deterioration of our relationships with key customers operating physical retail channels. If we are unable to profitably expand our own e-commerce capabilities and/or if e-commerce retailers take significant market share away from traditional retailers, our business may be adversely affected. Further, the ability of consumers to compare prices on a real-time basis using digital technology puts additional pressure on us to maintain competitive prices. Sales in gas chains may also be affected by increased gasoline prices, improvements in fuel efficiency and increased consumer preferences for electric or alternative fuel-powered vehicles, which may result in fewer trips by consumers to gas stations and a corresponding reduction in purchases by consumers in convenience gas retailers. If we are unable to successfully adapt to the rapidly changing retail landscape, our share of sales, volume growth and overall financial results could be negatively affected. 23 Table of Contents Due to competition in the beverage industry, there can be no assurance that we will not encounter difficulties in maintaining our current revenues, market share or position in the beverage industry. Moreover, there can be no assurance that we will successfully react to the emergence of new subcategories within the energy and/or alcohol beverage sectors. If our revenues decline, our business, financial condition and results of operations could be adversely affected. Our inability to implement our growth strategy, including expanding our business in existing and new sectors, or to successfully recognize the anticipated benefits of acquired businesses or assets could adversely affect our business and financial results. Our ability to compete in the highly competitive beverage industry and to achieve our business growth objectives depends, in part, on our ability to develop new flavors, products and packaging. The success of our innovation, in turn, depends on our ability to identify consumer trends and cater to consumer preferences. If we are not successful in our innovation activities, our business, financial condition and results of operation could be adversely affected. On July 31, 2023, we acquired substantially all of the assets of Bang Energy. Among other assets, the acquisition included the Bang Energy® drink business. Prior to the Bang Energy acquisition, we acquired Monster Brewing Company, a craft beer and hard seltzer company, in February 2022. We may continue to make acquisitions that expand our business within the beverage industry. Overall, the effectiveness of acquisitions can be less predictable than developing new lines of beverages and might not provide the anticipated benefits or desired rates of return. Integrating the operations of acquired businesses could be a difficult, costly and time-consuming process that involves a number of risks including, but not limited to, the integration of company cultures and management teams, retaining key employees and customers, increased exposure to certain governmental regulations and compliance requirements, increased costs, and use of resources. Our business may also be adversely impacted if we are unable to rationalize brands that we have acquired or may acquire in the future. To the extent we integrate acquired businesses, such as our integrations of the Bang Energy® and Monster Brewing Company businesses, it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions. For example, in 2025, we recognized impairment charges of $38.4 million related to certain finite-lived intangible assets and impairment charges of $15.3 million related to property and equipment in the Alcohol Brands segment. Therefore, the acquisition and integration of acquired businesses may not contribute to our earnings as expected, we may not achieve profit margin targets when expected, or at all, and we may not achieve the other anticipated strategic financial benefits of such transactions. Our acquisition of Monster Brewing Company and any future acquisitions we may make that expand our business into new sectors in the beverage industry also pose unique risks. Risks associated with entering into a new sector, such as the alcohol beverage sector, include, but are not limited to: (1) having no or limited experience in such sector; (2) exposure to certain governmental regulations and compliance requirements; (3) difficulties developing, manufacturing, and marketing the products of newly acquired companies; and (4) our lesser familiarity with consumer preferences in the new sector. Entry into new sectors of the beverage industry may bring us into competition with new competitors that have potentially a larger, more established market presence. We cannot ensure that our entry into the alcohol beverage sector or any other new beverage sectors will be profitable, and future profitability may be delayed or otherwise materially adversely affected. Changes in consumer product and shopping preferences may reduce demand for our products. The beverage industry is subject to changing consumer preferences and shifts in consumer preferences may adversely affect us. There is increasing awareness of and concern for health, wellness and nutrition considerations, including concerns regarding caloric intake associated with sugar-sweetened beverages and the perceived undesirability of artificial ingredients and UPF. There are also increasing studies on and concern for the potential adverse consequences from excess consumption of alcohol beverages. Some consumer advocacy groups and others have expressed concerns regarding certain synthetic colors, low- and no-calorie sweeteners, and other ingredients that are contained in certain of our energy drinks, or have called for the curtailment of alcohol dissemination and consumption. There are also changes in demand for different packages, sizes and configurations. Such developments could reduce our revenues and adversely affect our results of operations. Consumers are seeking greater variety in their beverages. For example, with regard to our Alcohol Brands, the broader alcohol industry is experiencing a shift in drinking preferences and behaviors, moving away from traditionally popular beer brands and segments and towards premium beers, imports, hard seltzers, FMBs, ready-to-drink malt-based, sugar-based, and spirits-based beverages, CBD and other cannabis beverages, and other similar beverages as well as an increasing focus on low and no-alcohol beverages. Our future 24 Table of Contents success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages that appeal to consumers. In order to retain and expand our market share, we must continue to develop and introduce different and innovative beverages and be competitive in the areas of efficacy, taste, quality and price/value, although there can be no assurance of our ability to do so. There is no assurance that consumers will continue to purchase our products in the future. Product lifecycles for some beverage brands, products and/or packages may be limited to a few years before consumers’ preferences change. The beverages we currently market are in varying stages of their product lifecycles, and there can be no assurance that such beverages will become or remain profitable for us. We may be unable to achieve volume growth through product and packaging initiatives. We may also be unable to penetrate new markets. Additionally, as shopping patterns are being affected by the digital evolution, with customers embracing shopping by way of mobile device applications, e-commerce retailers, e-commerce websites or platforms or artificial intelligence shopping agents, we may be unable to address or anticipate changes in consumer shopping preferences or engage with our customers on their preferred platforms. Moreover, artificial intelligence shopping agents may autonomously recommend products that are not ours and, in some cases, directly compete with our products. If our revenues decline, our business, financial condition and results of operations could be adversely affected. Our continued expansion outside of the United States exposes us to uncertain conditions and other risks in international markets. We have continued expanding our energy drink operations internationally into a variety of new markets. Our net sales to customers outside of the United States were approximately 41%, 40% and 38% of consolidated net sales for the years ended December 31, 2025, 2024 and 2023, respectively. As our growth strategy includes further expanding our international business, if we are unable to continue to expand distribution of our products or maintain consumer demand outside the United States, our growth rate could be adversely affected. In many international markets, we have limited operating experience and in some international markets we have no operating experience. It is costly to establish, develop and maintain international operations and develop and promote our brands in international markets. Our percentage gross profit margins in many international markets are expected to be less than the comparable percentage gross profit margins obtained in the United States. We face and will continue to face substantial risks associated with having foreign operations, including, but not limited to: economic and/or political instability in our international markets; fluctuations in foreign currency exchange rates; restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes and/or withholding obligations on any repatriations; and additional tariffs and/or trade restrictions, including foreign import tariffs proposed or imposed by the U.S. Administration and any responsive and/or retaliatory tariffs. These risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and could have a material adverse effect on our business, financial condition and results of operations. Additionally, our operations outside of the United States are subject to risks relating to: appropriate compliance with legal and regulatory requirements in local jurisdictions; difficulties in staffing and managing local operations, which has, at times, necessitated enhanced local training, communications, and business partner management; higher rates of product damages, particularly when products are shipped long distances; higher incidence of fraud and/or corruption, such as invoicing fraud or kickback schemes; credit risk of local customers and distributors; and potentially adverse tax consequences. If we are not able to pass on increases in the costs of raw materials, including aluminum cans, ingredients, fuel, costs of co-packing, and/or tariffs, we may face a higher cost base, and our business and results of operations could be adversely affected. The principal raw materials used by us are aluminum cans, sleek aluminum cans, aluminum cap cans, aluminum cans with re-sealable ends, aluminum or steel kegs, cartons, to a limited extent PET plastic bottles and caps, flavors, juice concentrates, glucose, sugar, sucralose, milk, cream, coffee, tea, cocoa, malted barley, hops, water, yeast, ethanol, supplement ingredients and other packaging materials, the costs and availability of which are subject to fluctuations. Moreover, we rely upon trucks for the transportation of our products, which makes us susceptible to increases in the cost of fuel. For certain flavors purchased from third-party suppliers and used in certain of our Monster Energy® brand energy drinks and/or our Strategic Brands energy drinks, these third-party flavor suppliers own the proprietary rights to certain of their flavor formulas. We do not have possession of the list of such flavor ingredients or formulas used in the production of certain of our products and certain of our blended concentrates, and our third-party flavor suppliers generally do not make such flavors and/or blended concentrates available to other third-party customers. While we have identified alternative suppliers for certain of the ingredients contained in many of our beverages, we may be unable to obtain comparable flavors or concentrates from alternative suppliers on short notice. We are also uncertain whether the prices of any of the above raw materials, or any other raw materials or ingredient for that matter, will rise, or continue to rise, in the future and, if so, whether we will be able to pass on such increases to our customers. Certain of our co-packing arrangements, for instance, allow such co-packers to increase their fees based on certain of their own cost increases. 25 Table of Contents From time to time, we also enter into purchase agreements for portions of our annual anticipated requirements for certain of our raw materials such as glucose, sugar and sucralose. After imposing tariffs on steel and aluminum imports, in recent years, the United States has recently increased those tariffs and expanded the scope of their application. The U.S. Administration has also imposed tariffs more broadly on most imported goods and has also proposed additional tariffs on certain countries and sectors. Additional tariffs imposed by the United States, or further trade measures taken by other countries, retaliatory or otherwise, could result in an increase in raw material costs. Our failure to accurately estimate demand for our products or maintain sufficient inventory levels or anticipate shortages of raw materials could adversely affect our business and financial results. We may not correctly estimate demand for our existing products and/or new products. Our ability to estimate demand for our products is imprecise, particularly with regard to new products, and may be less precise during periods of rapid growth, including in new markets. If we materially underestimate demand for our products, and/or are unable to secure sufficient ingredients, raw materials and/or packaging materials, or experience production shortages or quality issues, we might not be able to satisfy demand on a short-term basis. Moreover, industry-wide shortages of certain flavor ingredients, flavors, fruits and fruit juices, coffee, tea, cocoa, dairy-based products, packaging materials (including aluminum cans), supplement ingredients and sweeteners have been, and could from time to time in the future be, encountered, resulting in production fluctuations or delays and/or product shortages and/or increased costs. We generally do not use hedging agreements or alternative instruments to manage this risk. Such shortages could interfere with and/or delay production of certain of our products and could have a material adverse effect on our business and financial results. If we do not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, our inventory levels may be inadequate, and our results of operations may be negatively impacted. If we fail to meet our shipping schedules, we could damage our relationships with distributors and/or retailers, increase our distribution costs and/or cause sales opportunities to be delayed or lost. In order to be able to deliver our products on a timely basis, we need to maintain adequate inventory levels of the requisite products. If we produce excess inventory, we may have significant inventory writeoffs. Further, if the inventory of our products held by our distributors and/or retailers is too high, they will not place orders for additional products, which could unfavorably impact our future sales and adversely affect our operating results. Our business is subject to seasonality, which may cause fluctuations in our operating results. Our business is subject to seasonality, which may cause the sale of our products to fluctuate from period to period due to the inherent demands and timing of our customers and consumer needs as well as seasonal factors, such as poor weather conditions. Given such variation by season, our results for any particular quarter may not be indicative of the results to be achieved for the entire fiscal year. The costs of packaging supplies, raw material inputs, ocean and domestic freight, tariffs, and inflation generally may adversely affect our results of operations. Many of our packaging supply contracts allow our suppliers to adjust the costs they charge us for packaging supplies based on changes in the costs of the underlying commodities that are used to produce those packaging supplies, such as aluminum for cans, PET plastic for bottles and pulp and paper for cartons and/or trays. These changes in the prices we pay for our packaging supplies occur at certain predetermined times that vary by product and supplier. In some cases, we are able to fix the prices of certain packaging supplies and/or commodities for a reasonable period. In other cases, we bear the risk of increases in the costs of these packaging supplies, including the underlying costs of the commodities that comprise these packaging supplies. We use derivative instruments to manage a portion of this risk in relation to aluminum for cans. Inflation and tariffs have affected, and may continue to affect, certain of our raw material and packaging costs, commodities and other inputs globally. If the costs of packaging supplies and other costs, such as truck fuel costs, shipping container costs, and ocean and domestic freight rates, further increase, we may be unable to pass these costs along to our customers through corresponding adjustments to the prices we charge, which could have a material adverse effect on our results of operations. 26 Table of Contents Global or regional catastrophic events could impact our operations and affect our ability to grow our business. Because of our increasingly global presence, our business could be affected by unstable political conditions, civil unrest, protests and demonstrations, large-scale terrorist acts, especially those directed against the United States or other major industrialized countries where our products are distributed, the outbreak or escalation of armed hostilities, major natural disasters and extreme weather conditions, such as hurricanes, wildfires, tornados, earthquakes or floods, or widespread outbreaks of infectious diseases (such as the COVID-19 pandemic). Such catastrophic events could impact our operations and our supply chain, including the production and/or distribution of our products. Materials and/or personnel may need to mobilize to other locations. Our headquarters and a large part of our operations are located in California, a state at greater risk for earthquakes and wildfires. Some of the raw materials we use, including certain sizes of cans, are available from limited suppliers, and a regional catastrophic event impacting such suppliers could adversely impact our operations. In addition, such events could disrupt global or regional economic activity, which could adversely affect consumer purchasing power and consumers’ ability to purchase our products, thereby reducing demand for our products. If our operations are disrupted or we are unable to grow our business as a result of these factors, our growth rate could decline and our business, financial condition and results of operations could be adversely affected. Failure to meet evolving corporate governance expectations or standards, including those related to sustainability matters, could expose us to increased costs, reputational harm, or other adverse consequences. Some regulators and stakeholders are focused on corporate responsibility and sustainability matters, including, but not limited to, greenhouse gas emissions and other climate-related risks, sustainable packaging, water stewardship, and corporate governance and oversight. While we are actively addressing these issues, these initiatives represent our current plans and aspirations that may be refined in the future and are not guarantees that we will be able to achieve them, especially given the difficulties and expenses of implementation as well as the ever-changing regulatory and technological landscape. For example, disclosures about our sustainability-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. In addition, previously reported data has, and may continue to be, adjusted to reflect improvements in the availability and quality of internal and third-party data, changes in the nature and scope of our operations, and other changes in circumstances. If our climate-related information, processes and disclosures are incomplete or inaccurate, our reputation, business, and growth could be negatively impacted. Furthermore, the rules, regulations, and standards set forth by various governmental and self-regulatory organizations, such as the SEC, the European Union, the Nasdaq Stock Market, and the Financial Accounting Standards Board (“FASB”), continue to evolve in scope and complexity and, at times, are inconsistent with one another, which, in turn, makes compliance more uncertain and difficult. For example, the standards used to identify and collect the data required pursuant to the European Union’s Corporate Sustainability Reporting Directive are still in development, which could result in increased costs related to complying with the changing reporting obligations and could increase our risk of failing to comply with the directive. These changing rules and regulations, along with constantly evolving stockholder expectations, have resulted in, and may continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such expectations and rules. Our failure or perceived failure to progress or achieve our climate-related commitments, maintain sustainability practices, or comply with emerging sustainability regulations that meet developing regulatory or stakeholder expectations could harm our reputation, harm our ability to maintain or attract customers and talent, and expose us to increased scrutiny from enforcement authorities and stakeholders. Our reputation may also be harmed by the perceptions that stakeholders, regulators or other interested parties have about our action or inaction on sustainability- and corporate responsibility-related issues as well as the nature or scope of, or revisions to, our sustainability initiatives and goals. For example, we could face negative responses or backlash from governmental actors (such as anti-environmental, social and governance-related legislation) or consumers (such as boycotts or negative publicity campaigns) who disagree with our goals and initiatives. Damage to our reputation and loss of brand equity may reduce demand for our products and thus have an adverse effect on our future financial results, as well as require additional resources to rebuild our reputation and could impact our stock price. Our use of artificial intelligence technologies in our operations may expose us to risks. We rely on artificial intelligence (“AI”) technologies to support and enhance various aspects of our products, services, and internal operations. These systems may not perform as intended and expose us to risks. In particular, AI models can generate inaccurate, biased, or unpredictable outputs, and failures in data quality, system design, or oversight could result in operational disruptions, security or privacy incidents, reputational challenges, and other harms. Because AI systems can be complex and difficult to fully evaluate or 27 Table of Contents audit, we may be unable to detect errors or vulnerabilities in a timely manner. If we are unable to effectively implement, monitor, and manage these technologies, our business, financial condition, and results of operations could be adversely affected. Climate change and natural disasters may negatively affect our business. There is concern that a gradual increase in global average temperatures due to increased carbon dioxide and other greenhouse gases in the atmosphere could cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changing weather patterns could result in decreased agricultural productivity in certain regions, and/or outbreaks of diseases or other health issues, which may limit the availability and/or increase the cost of certain key ingredients, juice concentrates, supplements and other ingredients used in our products and could impact the food security of communities around the world. Increased frequency, duration, and intensity of extreme weather conditions and/or natural disasters could also impair our production capabilities, disrupt our supply chain, impact demand for our products, and/or create financial risk due to rising insurance premiums or the inability to maintain coverage. Natural disasters and extreme weather conditions, such as hurricanes, wildfires, earthquakes or floods, and outbreaks of diseases (such as the COVID-19 pandemic) or other health issues, have affected, and may continue to affect, our operations and the operation of our supply chain, impact the operations of our bottlers/distributors and unfavorably impact our consumers’ ability to purchase our products. In September and October 2024, for example, Hurricanes Helene and Milton impacted sales at retail in certain states. In addition, due to flooding from Hurricane Helene, we were forced to close one of our breweries located in Brevard, North Carolina for one week and could not operate this brewery at full capacity for approximately one month. Additionally, in early 2025, we temporarily closed our AFF manufacturing facility in Southern California due to the air pollution caused by the Los Angeles wildfires. While the impact of such natural disasters on our business was ultimately immaterial, similar extreme weather occurrences could negatively harm our operations and hinder our growth, especially if such events continue to occur with increased frequency. The predicted effects of climate change may also result in challenges regarding the availability and quality of water, or less favorable pricing for water, which could adversely impact our business and results of operations. Sales of our products may also be influenced to some extent by weather conditions in the markets in which we operate. We, our bottlers and our contract packers use a number of key ingredients in the manufacture of our beverage products that are derived from agricultural commodities, such as sugar, ethanol, coffee, tea, cocoa, barley and hops. Increased demand for food products and decreased agricultural productivity in certain regions of the world as a result of changing weather patterns and other factors may limit the availability or increase the cost of such agricultural commodities and could impact the food security of communities around the world. Weather conditions may influence consumer demand for certain of our beverages, which could have an effect on our operations, either positively or negatively. In addition, public expectations for reductions in greenhouse gas emissions could result in increased energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment. Changes in applicable laws, regulations, standards or practices related to greenhouse gas emissions, packaging and water scarcity, as well as initiatives by advocacy groups in favor of certain climate change-related laws, regulations, standards or practices, have and may continue to result in increased compliance costs, capital expenditures and other financial obligations, which could affect our business, financial condition and results of operations. For example, the California legislature and European Union have each adopted laws that require us to significantly increase our disclosures related to climate change and mitigation efforts and, in turn, has required us to incur additional costs to comply and impose more oversight obligations on our Board of Directors and management. If we are not able to retain the services of our workforce, there may be an adverse effect on our operations and/or our operating performance until we find suitable replacements. Our business is dependent, to a large extent, upon the services of our workforce. We do not maintain key person life insurance on any members of our senior management. The loss of services of any key member of our senior management team could adversely affect our business until suitable replacements can be found. There may be a limited number of personnel with the requisite skills to serve in these positions, and we may be unable to locate or employ such qualified personnel on acceptable terms. 28 Table of Contents Negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer. Our success depends on our ability to build and maintain the brand image for our existing products, new products and brand extensions and maintain our corporate reputation. There can be no assurance that our advertising, marketing and promotional programs and our commitment to product safety and quality, human rights and environmental sustainability will have the desired impact on our products’ brand images and on consumer preferences and demand. Claims regarding product safety, quality and/or ingredient content issues, efficacy or lack thereof (real or imagined), our culture and our workforce, our environmental impact and the sustainability of our operations, or allegations of product contamination, even if false or unfounded, could tarnish the image of our brands and may cause consumers to choose other products. Consumer demand for our products could diminish significantly if we, our employees, bottlers/distributors, suppliers or business partners fail to preserve the quality of our products and/or act or are perceived to act in an unethical, illegal, discriminatory, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of our customers, or the use or protection of customer data. Furthermore, our brand image or perceived product quality could be adversely affected by litigation, unfavorable reports in the media (internet or elsewhere), studies in general and regulatory or other governmental inquiries (in each case whether involving our products or those of our competitors) and proposed or new legislation or regulations affecting the beverage industry, whether related to alcohol or non-alcohol beverages. Negative postings or comments on social media or networking websites about the Company or any one of our brands, even if inaccurate or malicious, could generate adverse publicity that could damage the reputation of our brands or the Company. Business incidents, whether isolated or recurring and whether originating from us, our bottlers/distributors, suppliers or business partners, that erode consumer trust can significantly reduce brand value or potentially trigger boycotts of our products and can have a negative impact on consumer demand for our products as well as our reputation and financial results. The impact of such incidents may be exacerbated if they receive considerable publicity, including rapidly through social or digital media (including for malicious reasons), or result in litigation. In addition, from time to time, there are public policy endeavors that are either directly related to our products and packaging or to our business. These public policy debates can occasionally be the subject of backlash from advocacy groups that have a differing point of view and could result in adverse media and consumer reaction, including product boycotts. Similarly, our sponsorship relationships could subject us to negative publicity as a result of actual or alleged misconduct by individuals or entities associated with organizations that we sponsor or support. Likewise, campaigns by activists connecting us, or our supply chain, with human and workplace rights and/or environmental or animal rights issues could adversely impact our corporate image and reputation. We have made commitments to respect human rights, including the policies and initiatives described in our Modern Slavery Transparency Statement. Allegations, even if untrue, that we are not respecting the human rights found in the United Nations Universal Declaration of Human Rights; actual or perceived failure by our suppliers or other business partners to comply with applicable labor and workplace rights laws, including child labor laws, or their actual or perceived abuse or misuse of migrant workers; adverse publicity surrounding obesity and alcohol consumption, including alcoholism, drunk driving and associated cancer risks; and other such concerns related to our products, water usage, our environmental impact and the sustainability of our operations, labor relations, our culture and our workforce or the like could negatively affect our Company’s overall reputation and brand image, which in turn could have a negative impact on our products’ acceptance by consumers. 29 Table of Contents Government Regulation and Litigation Risks Changes in government regulation, or a failure to comply with existing regulations, including those related to energy drinks, data protection and advertising, could adversely affect our business, financial condition and results of operations. Legislation has been proposed and/or adopted at the U.S. federal, state and/or municipal level and proposed and/or adopted in certain foreign jurisdictions to restrict the sale of energy drinks (including, prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs, such as SNAP), limit the content or levels of caffeine and other ingredients in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, limit product size or impose age restrictions for the sale of energy drinks. For a discussion of certain of such legislation, see “Part I, Item 1 – Business – Government Regulation.” Furthermore, additional legislation may be introduced in the United States and other countries at the federal, state, provincial, local, municipal and/or supranational level in respect of each of the foregoing subject areas. Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages. There has also been heightened focus on the caffeine and ingredient content in beverages. In the past year alone, certain states, including Texas and West Virginia, have enacted laws, mandating food label warnings regarding certain ingredients contained in products and/or banning certain additives. To the extent any such legislation is enacted in one or more jurisdictions where a significant amount of our products are sold, individually or in the aggregate, it could result in a reduction in demand for, or availability of, our energy drinks and adversely affect our business, financial condition and results of operations. The production, distribution and sale, as well as our manufacturing facilities themselves, in the United States of many of our products are also currently subject to various federal and state regulations, including, but not limited to: the FD&C Act; the Occupational Safety and Health Act; various environmental statutes; privacy and data protection laws; California Proposition 65; and various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling, packaging and ingredients of such products. Outside the United States, the production, distribution and sale of many of our products are also subject to numerous statutes and regulations. If a regulatory authority finds that a current or future product, its label, or a production run or facility is not in compliance with any of these regulations, we may be fined or face other regulatory penalties, or the products in question may have to be recalled, removed from the market, reformulated and/or have their packaging changed, which could adversely affect our business, financial condition and results of operations. Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations and inhibit the sales of such products. Governmental agencies heavily regulate the alcohol beverage industry. In particular, such agencies monitor and regulate licensing, warehousing, trade and pricing practices, permitted and required labeling, including warning labels, signage, advertising, relations with wholesalers and retailers, and, in control states, product listings. Increased regulatory trade practice enforcement may increase in response to the Treasury Report. Both in the U.S. and in other markets, there may also be a focus on companies with established non-alcohol beverages lines of business that have expanded into the alcohol beverage industry, since marketing practices that are acceptable in the non-alcohol space may have regulatory challenges in the alcohol space (including with respect to crossover appeal from one category to another). In addition, other countries in which we may sell alcohol beverages could impose duties, excise taxes and/or other related taxes. If, in the future, we are unable to comply with certain regulations, sales of our products could decrease significantly. Additionally, if such agencies or jurisdictions, foreign or domestic, choose to implement new or revised laws, regulations, fees, taxes, or other such requirements, our business could be adversely affected. Attention to the risks of alcohol consumption has been increasing in the United States and abroad. If governmental bodies require increased additional product labeling, warning requirements, or otherwise limit the marketing or sale of our alcohol products due to their contents or allegations concerning their potential to cause adverse health effects, or our marketing of such products, our sales of alcohol beverages may be adversely affected. 30 Table of Contents Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities and/or those of our co-packers to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations. We, and our co-packers, are subject to an ever-changing and increasingly broad array of federal, state, regional, local, and international environmental laws, including statutes and regulations, which aim to regulate emissions and impacts to air, land, and water. Our operations and those of our co-packers may result in odors, noise, or other pollutants being emitted. Failure to comply with any environmental laws or any future changes to them could result in alleged harm to employees or others near our facilities or those of our co-packers. Significant costs to satisfy environmental compliance, remediation or compensatory requirements, or the imposition of penalties or restrictions on operations by governmental agencies or courts, may adversely affect our business, financial condition, and results of operations. Increasing international and regional concern over sustainability matters, including climate change, has resulted in, and will likely continue to result in, new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain sustainability metrics, such as recycling. If we fail to comply with applicable environmental compliance mandates or fail to meet sustainability metrics, our business operations and our reputation could be adversely impacted. Changes in the regulation of artificial intelligence could result in enforcement actions, fines, or other adverse consequences. We operate in a global market, and our use of AI is subject to different levels of regulations in different markets. These differences, as well as changes in the way AI is regulated—including potential new requirements governing transparency, accountability, data usage, and model controls—could increase our compliance costs, limit the use of certain technologies, or require changes to our products and processes. Any failure to comply with emerging AI regulatory frameworks could result in enforcement actions, fines, or other adverse consequences. We cannot predict the effect of inquiries from and/or actions by litigants, attorneys general, and/or other (quasi-) government agencies into the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products. We are subject to the risks of litigation, investigations and/or enforcement actions by state attorneys general and/or other government agencies (quasi or otherwise) relating to, among other things, the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of our products, and we are a party, from time to time, to various government and regulatory inquiries and/or proceedings. Defending these proceedings can result in significant ongoing expenditures and the diversion of our management’s time and attention from the operation of our business, which could have a negative effect on our business operations. In addition, from time to time, government and/or quasi-governmental agencies may investigate the safety of caffeine and other ingredients in energy drinks as well as the safety and potential adverse effects of alcohol beverages. If an inquiry by a state attorney general or other government or quasi-governmental agency finds that our products, our protection of consumer data, and/or the production, advertising, marketing, promotion, labeling, ingredients, usage and/or sale of such products are not in compliance with applicable laws or regulations, we may become subject to fines, product reformulations, container changes, changes in the usage or sale of our products and/or changes in our advertising, marketing, promotion, and data practices, each of which could have an adverse effect on our business, financial condition or results of operations. Litigation regarding our products and practices, and related unfavorable media attention, could expose us to significant liabilities and reduce demand for our products, thus negatively affecting our financial results. We have been and are a party, from time to time, to various litigation claims and legal proceedings, including, but not limited to, intellectual property, fraud, unfair business practices, false advertising, product liability, breach of contract claims, claims from prior distributors, labor and employment matters, personal injury matters, consumer class actions, securities actions, data protection matters, shareholder derivative actions, mediation, arbitration, and administrative proceedings. Other lawsuits have been filed against us claiming that certain statements made in our advertisements and/or on the labels of our products were false and/or misleading or otherwise not in compliance with food standards under local law, and/or that our products are not safe. Putative class action lawsuits have also been filed against certain of our competitors asserting that certain claims in their advertisements amount to false advertising. We do not believe any statements made by us in our promotional materials or set forth on 31 Table of Contents