MOLSON COORS BEVERAGE CO (TAP)

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

Overview

For more than two centuries, we have brewed beverages that unite people to celebrate all life’s moments. From our core power brands, Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko, to our above premium brands, including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy, to our value brands, like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer and Monaco, spirits and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy, Fever-Tree, among others, through license, distribution, partnership and joint venture agreements. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") in this Quarterly Report on Form 10-Q is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("Annual Report"), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be achieved for the full year or any other future period.

Unless otherwise noted in this report, any description of "we," "us" or "our" includes Molson Coors Beverage Company ("MCBC" or the "Company"), principally a holding company, and its operating and non-operating subsidiaries included within its reporting segments. Our reporting segments include the Americas and EMEA&APAC. Our Americas segment operates in the U.S., Canada and various countries in Latin America. Our EMEA&APAC segment operates in Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia, the U.K., various other European countries and certain countries within the Middle East, Africa and Asia Pacific.

Unless otherwise indicated, information in this report is presented in USD and comparisons are to comparable prior year periods. Our primary operating currencies, other than the USD, include the CAD, the GBP and our Central European operating currencies such as the EUR, CZK, RON and RSD.

Global Market Conditions and Competitive Trends

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

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

Further, the associated impacts of the macroeconomic environment on the beer industries in which we operate has resulted in lower consumer confidence and heightened competitive activity resulting in market share reductions of our products in certain regions and segments. The magnitude of the resulting impacts on our business are dependent on the evolution of the global macroeconomic environment and the competitive landscape, including whether share losses are sustained. The economic and competitive pressures on our Company and our consumers' consumption behavior and preferences have negatively impacted, and may continue to negatively impact, our results of operations during this volatile period.

We plan to continue to evaluate and implement strategies which are designed to help mitigate the impact on our business, consolidated results of operations and financial condition while continuing to support our long-term strategic growth and capital allocation priorities.

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Items Affecting the Americas Segment Results of Operations

Atomic Brands, Inc. Acquisition

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

Midwest Premium Pricing

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

Consolidated Results of Operations

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

Foreign Currency Impacts on Results

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

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

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

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

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

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

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

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

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

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

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

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

Included in these amounts are both translational and transactional impacts of changes in foreign exchange rates. We calculate the impact of foreign exchange by translating our current period local currency results at the average exchange rates used to translate the financial statements in the comparable prior year period during the respective period throughout the year and comparing that amount with the reported amount for the period. The impact of transactional foreign currency gains and losses is recorded within other non-operating income (expense), net in our unaudited condensed consolidated statements of operations.

Volume

Financial volume represents owned or actively managed brands sold to unrelated external customers within our geographic markets (net of returns and allowances), as well as

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

Overview

For more than two centuries, we have brewed beverages that unite people to celebrate all life’s moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling and Ožujsko, to our above premium brands including Madrí Excepcional, Staropramen, Blue Moon Belgian White and Leinenkugel’s Summer Shandy, to our value brands like Miller High Life and Keystone Light, we produce many beloved and iconic beers. While our Company's history is rooted in beer, we offer a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer, spirits and non-alcoholic beverages. We also have partner brands, such as Simply Spiked, ZOA Energy, Fever-Tree, among others, through license, distribution, partnership and joint venture agreements. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

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

A discussion related to the results of operations and changes in financial condition for 2024 compared to 2023 has been omitted from this report, but may be found in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2024 Form 10-K, filed with the SEC on February 18, 2025, which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.molsoncoors.com. The information provided on our website (or any other website referred to in this report) is not part of this report and is not incorporated by reference as part of this report.

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Our Fiscal Year

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

Global Market Conditions and Competitive Trends

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

Chief Executive Officer Succession

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

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

Items Affecting Reported Results

Items Affecting the Consolidated Results of Operations

Purchases of Annuity Contracts

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

Cobra Beer Partnership, Ltd. Buyout

During March 2024, our partner in Cobra Beer Partnership, Ltd. ("CBPL") exercised a put option under our partnership agreement which required us to acquire the remaining 49.9% ownership interest. We adjusted the NCI by $34.5 million to our best estimate of the redemption value that existed at the time of the put option exercise by increasing net income attributable to noncontrolling interests and decreasing our net income attributable to MCBC. In addition, we received the final determination of the redemption value in October 2024 and as the transaction was considered mandatorily redeemable, we recorded an adjustment of $45.8 million to interest expense in the EMEA&APAC segment during the third quarter of 2024. The transaction was finalized on October 21, 2024, resulting in a cash payment of $89 million which was recorded as a cash outflow from financing activities.

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Items Affecting the Americas Segment Results of Operations

Americas Restructuring Plan

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

Goodwill Impairment

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

Intangible Asset Impairment

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

Fevertree Transactions

During the first quarter of 2025, we obtained exclusive rights via a license agreement to import, produce, market, advertise, promote, sell and distribute Fever-Tree products in the U.S. In connection with this agreement, we acquired the shares of the Fevertree USA, Inc. entity, with the immaterial acquisition accounted for as a business combination and consideration allocated primarily to working capital balances. The acquisition is aligned with our strategy to expand beyond the beer aisle.

ZOA Energy

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

Wind Down or Sale of Certain U.S. Craft Businesses

During the third quarter of 2024, we decided to wind down or sell certain of our U.S. craft businesses and related facilities. We recorded accelerated depreciation in excess of normal depreciation of $17.9 million and $93.6 million during the year ended December 31, 2025 and December 31, 2024, respectively. In addition, during the year ended December 31, 2024, we recognized a loss of $41.2 million related to the disposal of the sold businesses. Restructuring charges related to these actions are complete. See Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" for further information.

Items Affecting the EMEA&APAC Segment Results of Operations

Intangible Asset Impairment

During the third quarter of 2025, we recorded a partial impairment charge of $198.6 million related to the Staropramen family of brands indefinite-lived intangible asset within other operating income (expense), net in our consolidated statements of operations. See Part II—Item 8 Financial Statements and Supplementary Data, Note 17, "Other Operating Income (Expense), net" for further information.

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Consolidated Results of Operations

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

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