NATIONAL BEVERAGE CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

At the Annual Meeting of Shareholders of National Beverage Corp. (the “Company”) and any adjournments or postponements thereof (the “Meeting”), the following proposals are on the agenda for action by the shareholders:

Only holders of record of common stock, par value $.01 per share, of the Company, at the close of business on August 19, 2024 are entitled to notice of, and to vote at, the Meeting.

A complete list of the shareholders entitled to vote at the Meeting will be available for examination by any shareholder during ordinary business hours for a period of ten days prior to the Meeting at the principal executive offices of the Company at 8100 Southwest Tenth Street, Suite 4000, Fort Lauderdale, Florida 33324.

To attend the Meeting in person, shareholders must pre-register and obtain an admission ticket no later than 11:59 p.m., Eastern Time, on Wednesday October 2, 2024. Admittance to the Meeting will be limited to shareholders. In order to obtain an admission ticket, please click on the “Register for Meeting” link found at https://www.proxyvote.com and follow the instructions provided, using the 16-digit voting control number found on the accompanying proxy card. Shareholders should print their own admission ticket and bring it to the Meeting along with valid, government-issued photo identification to gain access. If you are unable to print your tickets, please contact Investor Relations at 954-581-0922.

Social distancing and other safety protocols will be followed at the Meeting. Seating at the Meeting is limited. No one will be admitted to the Meeting once the Meeting has commenced. Please note the Meeting is a procedural business meeting and we do not contemplate product sampling.

Whether or not you plan to attend the Meeting, please complete and return the proxy in the accompanying envelope addressed to the Company or vote electronically by using the Internet or telephone, since a majority of the outstanding shares entitled to vote at the Meeting must be represented at the Meeting in order to transact business. Shareholders have the power to revoke any such proxy at any time before it is voted at the Meeting and the giving of such proxy will not affect your right to vote in person at the Meeting. Your vote is very important.

PROXY STATEMENT

This Proxy Statement is furnished to shareholders of National Beverage Corp., a Delaware corporation (the “Company”, “NBC”, “we”, “us” or “our”), in connection with the solicitation, by order of the Board of Directors of the Company (the “Board of Directors” or the “Board”), of proxies to be voted at the Annual Meeting of Shareholders of the Company to be held at The Conrad Fort Lauderdale, 551 N. Fort Lauderdale Beach Boulevard, Fort Lauderdale, Florida 33304 on October 4, 2024, at 2:00 p.m., local time, or any adjournment or postponement thereof (the “Meeting”). The accompanying proxy is being solicited on behalf of the Board of Directors. The mailing address of the principal executive offices of the Company is P.O. Box 16720, Fort Lauderdale, Florida 33318. The approximate date on which this Proxy Statement and the accompanying form of proxy were first sent to shareholders is September 6, 2024.

Only holders of record of common stock, par value $.01 per share, of the Company (the “Common Stock”) at the close of business on August 19, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. Each holder of Common Stock is entitled to one vote for each share held at the close of business on the Record Date.

A shareholder who gives a proxy may revoke it at any time before it is voted by sending a written notice to the Corporate Secretary at the mailing address set forth above, by returning a later dated signed proxy, or by attending the Meeting and voting in person. Unless the proxy is revoked, the shares represented thereby will be voted as specified at the Meeting.

The Annual Report of the Company for the fiscal year ended April 27, 2024 (the “Annual Report”) is being mailed with this Proxy Statement to all holders of record of Common Stock. Additional copies of the Annual Report will be furnished to any shareholder upon request.