BELLRING BRANDS, INC. (BRBR)

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of BellRing Brands, Inc. and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein, our audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and the “Cautionary Statement on Forward-Looking Statements” section included below. The terms “our,” “we,” “us,” “Company” and “BellRing” refer to BellRing Brands, Inc. and its consolidated subsidiaries.

OVERVIEW

We are a consumer products holding company operating in the global proactive wellness category and are a provider of ready-to-drink (“RTD”) protein shakes and powders. We have a single operating and reportable segment, with our principal products being protein-based consumer goods. Our primary brands are Premier Protein and Dymatize.

Market Trends

During fiscal 2026, input costs, including raw materials, packaging, manufacturing, and freight have been subject to inflationary pressures, in part due to the impact of tariffs, evolving global trade policies, and logistical constraints. Existing tariffs, as well as potential future increases or modifications, may further contribute to supply chain disruption, commodity cost volatility and broader economic uncertainty. We have implemented mitigation initiatives, including pricing actions, cost optimization, supply chain adjustments, and inventory optimization actions, which may only partially offset these pressures. However, if such cost increases persist and we are unable to fully mitigate their impact, they could have a material adverse effect on our results of operations.

In February 2026, a military conflict began in the Middle East. While we do not have operations in the region, the conflict has disrupted global energy markets, which has resulted in higher energy prices and increased inflationary pressures. A prolonged conflict has the potential to disrupt global supply chains and consumer demand. We continue to monitor developments in the region and assess potential impacts on our business. At this time, we do not expect the conflict to have a material adverse effect on our results of operations.

For additional discussion, refer to “Liquidity and Capital Resources” and “Cautionary Statement on Forward-Looking Statements” within this section.

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Items Affecting Comparability

During the three and nine months ended June 30, 2026 and 2025, operating profit was impacted by the following item:

•Provision for legal matters of $68.1 million and $69.0 million for the three and nine months ended June 30, 2025, respectively, which was included in “Selling, general and administrative expenses” on the Condensed Consolidated Statements of Operations. For additional information, refer to Note 13 within “Notes to Consolidated Financial Statements” in Item 1 of this report.

For further discussion, refer to “Results of Operations” below.

RESULTS OF OPERATIONS

Net Sales

Net sales increased $22.9 million, or 4%, during the three months ended June 30, 2026 compared to the prior year period. Sales of Premier Protein products were up $3.1 million, or 1%, on 2% higher volumes and partially offset by lower average net selling prices. Volumes rose primarily due to distribution gains. Average net selling prices decreased due to incremental promotional investment. Sales of Dymatize products were up $18.5 million, or 27%, driven by 21% higher average net selling prices and higher volumes. Average net selling prices increased primarily due to targeted price increases. Volume increases were driven by international distribution gains. Sales of all other products were up $1.3 million.

Net sales increased $38.0 million, or 2%, during the nine months ended June 30, 2026 compared to the prior year period. Sales of Premier Protein products were up $6.4 million, or less than 1%, on 5% higher volumes and partially offset by lower average net selling prices. Volumes increased primarily due to increased promotional activity and distribution gains. Average net selling prices decreased due to incremental promotional investment and unfavorable mix. Sales of Dymatize products were up $27.1 million, or 14%, driven by 9% higher volumes and higher average net selling prices. Volumes increased primarily due to international business growth. In addition, average net selling prices increased due to targeted price increases. Sales of all other products were up $4.5 million.

Operating Profit

Operating profit increased $20.6 million, or 46%, during the three months ended June 30, 2026, compared to the prior year period. This increase was primarily attributable to a $68.1 million provision for legal matters in the prior year period, and higher net sales, as previously discussed. These impacts were partially offset by higher net product costs of $48.6 million, increased advertising expenses of $6.7 million, and $5.4 million of reorganization charges. Higher net product costs were primarily driven by higher raw material, manufacturing, and freight costs, including a $10.0 million charge related to a finished products inventory reserve.

Operating profit decreased $45.3 million, or 18%, during the nine months ended June 30, 2026 compared to the prior year period. This decrease was primarily driven by higher net product costs of $94.3 million, increased advertising expenses of $12.7 million, and $5.9 million of reorganization charges. Higher net product costs were primarily driven by higher manufacturing, raw material, and freight costs, including an $11.3 million inventory-related charge associated with a third-party supplied ingredient that did not meet our quality requirements and a $10.0 million charge related to a finished products inventory reserve. These higher net product costs were partially offset by a $30.9 million favorable change in (gains) losses on commodity derivatives. The negative impacts on operating profit were partially offset by a $69.0 million provision for legal matters in the prior year period, and higher net sales, as previously discussed.

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Interest Expense, Net

Interest expense, net increased $1.5 million during the three months ended June 30, 2026 compared to the prior year period primarily due to higher outstanding borrowings under our Revolving Credit Facility (as defined in “Liquidity and Capital Resources” below). The weighted-average interest rate on our total outstanding debt was 6.7% and 7.4% for the three months ended June 30, 2026 and 2025, respectively.

Interest expense, net increased $10.7 million during the nine months ended June 30, 2026 compared to the prior year period primarily due to higher outstanding borrowings under our Revolving Credit Facility. The weighted-average interest rate on our total outstanding debt was 6.7% and 7.2% for the nine months ended June 30, 2026 and 2025, respectively. See Note 12 within “Notes to Condensed Consolidated Financial Statements” for additional information on our debt.

Income Tax Expense

Our effective income tax rate was 24.8% and 20.5% for the three months ended June 30, 2026 and 2025, respectively, and 25.4% and 23.9% for the nine months ended June 30, 2026 and 2025, respectively. The increase in our effective income tax rate during the three months ended June 30, 2026, compared to the prior year period was primarily due to discrete tax benefits recognized in the prior year period.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended June 30, 2026, we borrowed $325.0 million and repaid $275.0 million under our revolving credit facility, which is provided for under our amended credit agreement (the "Credit Agreement") in an aggregate principal amount of $500.0 million (the "Revolving Credit Facility"). As of June 30, 2026, we had $197.6 million of available borrowing capacity, taking into account the $2.4 million letters of credit outstanding under the Revolving Credit Facility, which reduce the amount available for borrowing under the Revolving Credit Facility. Letters of credit are available under the Revolving Credit Facility in an aggregate amount of up to $20.0 million. Our Credit Agreement provides for potential incremental revolving and term facilities at the Company’s request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations as specified in the Credit Agreement.

During the nine months ended June 30, 2026, we repurchased 4.9 million shares of our common stock at an average share price of $27.41 per share and at a total cost, including any accrued excise tax and broker’s commissions, of $134.5 million. In addition, during the nine months ended June 30, 2026, we paid $3.9 million of excise tax that related to fiscal 2025 share repurchases.

We expect to generate positive cash flows from operations over the next twelve months and believe our cash on hand, cash flows from operations and available borrowing capacity will be sufficient to satisfy our future working capital requirements, purchase commitments, research and development activities, debt repayments (including interest payments), share repurchases and other financing requirements for the foreseeable future. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives.

Short-term financing needs primarily consist of working capital requirements, interest payments on our 7.00% senior notes maturing in March 2030 (the “7.00% Senior Notes”) and on outstanding borrowings under our Revolving Credit Facility and payments on our provision for legal matters, which we currently expect to make during the three months ended September 30, 2026. Long-term financing needs include the repayment of our 7.00% Senior Notes and outstanding borrowings under our Revolving Credit Facility. Additional long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and ot

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

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and capital resources of BellRing Brands, Inc. and its consolidated subsidiaries. This discussion should be read in conjunction with the financial statements under Item 8 of this report and the “Cautionary Statement on Forward-Looking Statements” on page 1. The terms “our,” “we,” “us,” “Company” and “BellRing” refer to BellRing Brands, Inc. and its consolidated subsidiaries.

The following should be read in conjunction with the discussion and analysis of our fiscal 2024 results compared to our fiscal 2023 results, including any related discussion of fiscal 2023 results and activity, which can be found in Item 7 under the title “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2024, and such discussion and analysis is incorporated by reference herein.

OVERVIEW

We are a consumer products holding company operating in the global convenient nutrition category and are a provider of ready-to-drink (“RTD”) protein shakes and powders. We have a single operating and reportable segment, with our principal products being protein-based consumer goods. Our primary brands are Premier Protein and Dymatize.

Industry & Company Trends

The success of companies in the convenient nutrition category is driven by how well such companies can grow, develop and differentiate their brands. We expect the convergence of several factors to support the continued growth of the convenient nutrition category, including:

•consumers’ increasingly dedicated pursuit of active lifestyles and growing interest in nutrition and wellness (including the use of GLP-1 medication);

•growing awareness of the numerous health benefits of protein, including sustained energy, muscle recovery and satiety; and

•a rise in snacking and the desire for products that can be consumed on-the-go as nutritious snacks or meal replacements.

Nonetheless, the consumer food and beverage industry faces a number of challenges and uncertainties, including:

•the highly competitive nature of the industry, which involves competition from a host of nutritional food and beverage companies, including manufacturers of other branded food and beverage products as well as manufacturers of private label and store brand products;

•changing consumer preferences which require food manufacturers to identify changing preferences and to offer products that appeal to consumers; and

•inflationary pressures (see “Market Trends” below for further information).

Seasonality

We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our sales and operating profit margins because of customer spending patterns and timing of our key retailers’ promotional activity. Historically, our first fiscal quarter is seasonally low for all brands driven by a slowdown of consumption of our products during the holiday season. Sales are typically higher throughout the remainder of the fiscal year as a result of promotional activity at key retailers as well as organic growth of the business.

Market Trends

During fiscal 2024, inflationary pressures on protein costs eased while other costs, such as packaging and manufacturing, faced inflationary pressures. During fiscal 2025, input costs, including raw material, packaging and manufacturing costs, have faced inflationary pressures. In addition, we anticipate that announced tariffs, and any potential future modifications or incremental tariffs, could increase supply chain challenges, commodity cost volatility and consumer and economic uncertainty due to rapid changes in global trade policies. We expect these trends to have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our business.

For additional discussion, refer to “Liquidity and Capital Resources” within this section, as well as “Cautionary Statement on Forward-Looking Statements” on page 1 of this report and “Risk Factors” in Part I of this report.

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Items Affecting Comparability

During the years ended September 30, 2025 and 2024, net sales and/or operating profit were impacted by the following items:

•accelerated amortization of $17.4 million for the year ended September 30, 2024 related to the discontinuance of the PowerBar business in North America; and

•provision for legal matters of $69.0 million for the year ended September 30, 2025. For additional information, refer to Note 14 within “Notes to Consolidated Financial Statements” in Item 8 of this report.

For further discussion, refer to “Results of Operations” below.

RESULTS OF OPERATIONS

Net Sales

Net sales increased $320.4 million, or 16%, during the year ended September 30, 2025 compared to the prior year. Sales of Premier Protein products were up $286.3 million, or 17%, driven by 15% higher volumes primarily due to distribution gains and incremental promotional activity. Average net selling prices increased due to targeted price increases, partially offset by incremental promotional activity. Sales of Dymatize products were up $32.8 million, or 13%, driven by 23% higher volumes primarily due to higher international volumes. Average net selling prices decreased due to unfavorable product mix. Sales of all other products were up $1.3 million.

Operating Profit

Operating profit decreased $30.3 million, or 8%, during the year ended September 30, 2025 compared to the prior year. This decrease was primarily driven by a provision for legal matters of $69.0 million in the current year, higher net product costs of $72.1 million (driven by higher raw material and manufacturing costs, partially offset by lower freight costs), increased advertising expense of $13.9 million and higher warehousing and distribution costs of $12.0 million. These negative impacts were partially offset by higher net sales, as previously discussed, and accelerated amortization of $17.4 million recorded in the prior year related to the discontinuance of the PowerBar business in North America.

Interest Expense, Net

Interest expense, net increased $10.1 million during the year ended September 30, 2025 compared to the prior year primarily due to higher outstanding borrowings under our Revolving Credit Facility (as defined in “Liquidity and Capital Resources” within this section). As a result, the weighted-average interest rate on our total outstanding debt increased to 7.1% for the year ended September 30, 2025 from 7.0% for the year ended September 30, 2024. See Note 13 within “Notes to Consolidated Financial Statements” for additional information on our debt.

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Income Tax Expense

Our effective income tax rate was 25.2% for both fiscal 2025 and 2024. The following table presents the reconciliation of income tax expense with amounts computed at the United States (“U.S.”) federal statutory tax rate.

LIQUIDITY AND CAPITAL RESOURCES

On March 10, 2022, we entered into a credit agreement (as amended, the “Credit Agreement”), which provided for a revolving credit facility in an aggregate principal amount of $250.0 million (the “Revolving Credit Facility”). On August 22, 2025, we entered into a First Amendment to the Credit Agreement (the “Amendment”) which, among other matters, (i) increased the aggregate principal amount available under the Revolving Credit Facility to $500.0 million, (ii) extended the maturity date of the Revolving Credit Facility to August 22, 2030 provided that if on December 14, 2029, our 7.00% Senior Notes maturing in March 2030 have not been redeemed in full in cash or refinanced and replaced in full with notes and/or loans maturing at least 91 days after August 22, 2030, then the maturity date of the Revolving Credit Facility will be December 14, 2029, (iii) reduced the interest rate on borrowings under the Revolving Credit Facility and (iv) broadened certain exceptions to covenants contained in the Credit Agreement that would otherwise restrict certain activities by us, such as repurchases of our common stock. We incurred $2.1 million of financing fees in connection with the Amendment, which were deferred and are being amortized to interest expense over the term of the Revolving Credit Facility.

Letters of credit are available under the Revolving Credit Facility in an aggregate amount of up to $20.0 million. The Credit Agreement provides for potential incremental revolving and term facilities at the Company’s request and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations specified in the Credit Agreement.

During the years ended September 30, 2025 and 2024, we borrowed $700.0 million and zero, respectively, and repaid $450.0 million and $25.0 million, respectively, under the Revolving Credit Facility. As of September 30, 2025, we had $247.6 million of available borrowing capacity and $2.4 million letters of credit outstanding under the Revolving Credit Facility.

During the years ended September 30, 2025 and 2024, we repurchased 9.0 million and 2.6 million shares, respectively, of our common stock at an average share price of $52.62 and $56.12 per share, respectively, and at a total cost, including accrued excise tax and broker’s commissions, of $476.6 million and $148.0 million, respectively.

For additional information on our Credit Agreement and share repurchases, see Notes 13 and 16 within “Notes to Consolidated Financial Statements.”

Sources and Uses of Cash

We expect to generate positive cash flows from operations and believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our future working capital requirements, purchase commitments, research and development activities, debt repayments (including interest payments), share repurchases and other financing requirements for the foreseeable future. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of our credit facilities, we may be required to seek additional fin

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