MOLSON COORS BEVERAGE CO
For the period ended May 6, 2026. Filed Mar 25, 2026.
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May 6, 2026 · Filed Mar 25, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)**
OF THE SECURITIES EXCHANGE ACT OF 1934
**(Amendment No. )
Filed by the Registrant☑
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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| | MOLSON COORS BEVERAGE COMPANY | |
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| | (Name of Registrant as Specified in Its Charter) | |
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| | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
Payment of Filing Fee (Check all boxes that apply):
| ☑ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| We are pleased to invite you to the 2026 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 6, 2026, at 8:00 a.m., Mountain Daylight Time, at our Golden Brewery, 300 12th Street, Golden, Colorado 80401 United States. Molson Coors Beverage Company (Molson Coors, Company, MCBC, we, us or our) traditionally alternates its annual meetings between its principal executive offices in Montréal, Québec, and Golden, Colorado.The attached 2026 Notice of Annual Meeting and Proxy Statement explains our voting procedures, describes the business we will conduct at the Annual Meeting, and provides information about our Company to consider when you vote your shares.2025 – A Year of Discipline and Cash Generation(1)2025 was a year of decisive action for Molson Coors. Against a challenging macroeconomic backdrop, we took deliberate steps to sharpen our focus and strengthen our foundation for long-term, profitable growth. We protected and delivered on our revised full-year bottom-line expectations while narrowly missing our top-line guidance. We also remained disciplined in how we managed the business and allocated capital. At year-end 2025, our underlying free cash flow totaled $1.141 billion, and our net debt to underlying EBITDA ratio was below our target of 2.5 times, underscoring the highly cash-generative nature of our business alongside the strength of our balance sheet, even in a challenging operating environment. | | | ||
| | David S. CoorsChair | Geoffrey E. MolsonVice Chair | ||
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| | We believe our strong brands, geographic reach and cash-generative business model give us the flexibility to continue investing in the business, supporting our people and communities, and delivering long-term value to stockholders. These factors give us confidence in our ability to achieve our medium-term growth algorithm under our new strategic roadmap, Horizon 2030. | |||
| In 2025, we increased our dividend by 6.8%, marking another year of dividend growth. We also continued to execute our share repurchase program, repurchasing approximately 12.9 million shares during the year, reflecting our confidence in the long-term outlook of the business and our commitment to returning cash to shareholders. Operationally, 2025 marked an important chapter for Molson Coors. Across our footprint, we continued to prioritize our core power brands and premium offerings, while taking actions to reduce complexity and exit lower-margin activities. This included a sharper focus on fewer, higher-return priorities across the portfolio, allowing us to deploy resources where we believe they can drive sustainable value over time and the creation of a new structure and operating model in our Americas Business unit, designed to move with pace and put resources closer to the customer and consumer. We also continued to invest in our capabilities. Capital expenditures in 2025 were directed toward modernization, productivity improvements, and efficiency initiatives designed to support long-term competitiveness. We completed the G150 modernization at our largest brewery in Golden, Colorado, delivering early reductions in water and energy use. | ||||
| (1) | Please refer to our Annual Report on Form 10-K filed on February 18, 2026 for more information regarding our performance and financial results for the year ended December 31, 2025 and comparisons to prior periods. This letter refers to certain non-generally accepted accounting principles (GAAP) financial measures, including underlying free cash flow and net debt to underlying earnings before interest, taxes, depreciation, and amortization (underlying EBITDA). See Annex A for definitions of these non-GAAP financial measures and reconciliations to the applicable most directly comparable GAAP measures. |
Positioning Molson Coors for the Future
We believe the actions we took throughout 2025 better position Molson Coors for the future, including the appointment of Rahul Goyal to the role of President and CEO. We enter the next phase of our journey with more focus on the biggest brands in our portfolio, a leaner cost structure, and a clear strategic roadmap. We believe our strong brands, geographic reach and cash-generative business model give us the flexibility to continue investing in the business, supporting our people and communities, and delivering long-term value for our stockholders. These factors give us confidence in our ability to achieve our medium-term growth algorithm under our new strategic roadmap, Horizon 2030, which we announced in February 2026.
We appreciate your continued confidence and support as we execute our strategy and work to build the next chapter of scalable, sustainable and repeatable growth for Molson Coors.
Sincerely,
| David S. CoorsChair | Geoffrey E. MolsonVice Chair |
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March 25, 2026
Special Note Regarding Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.
Statements that refer to, among other things, projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. In addition, statements that we make in this Proxy Statement that are not statements of historical fact may also be forward-looking statements. Words such as “expects,” “intend,” “goals,” “plans,” “believes,” “continues,” “may,” “anticipate,” “seek,” “estimate,” “outlook,” “trends,” “future benefits,” “potential,” “projects,” “strategies,” “implies,” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking and other statements in this Proxy Statement regarding our environmental and sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission (SEC).
Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I—Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and those described from time to time in our past and future reports filed with the SEC. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
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