MOLSON COORS BEVERAGE CO

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. )

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And in EMEA & APAC, we continued to premiumize off a high base supported by one of our most successful innovations in decades, Madrí Excepcional.

Across the organization, we continued to refine our operations to remove lower-margin operations and complexity, which included the wind down and ultimate exit of the majority of our contract brewing volume by year end in the Americas and our regional craft business in the U.S. This allows us to increase focus and investment in areas that we expect will drive long-term sustainable, profitable growth.

Given the highly-cash generative nature of our business, we were able to deploy approximately $720 million in incurred capital primarily to support enhanced capabilities, productivity improvements and cost savings, including completing the modernization of our Golden Colorado brewery. And, under our string of pearls approach to M&A, we increased our investment in the energy drink ZOA to a majority stake, helping to advance our premiumization priorities and non-alcoholic beverages initiatives.

We also continued to further improve the health of our balance sheet. We reduced our net debt to underlying EBITDA ratio to 2.09, which remains in alignment with our long-term target of less than 2.5x.

Additionally, we returned significant cash to our shareholders. We again raised our dividend in 2024, increasing it by 7%, and executed our up to $2 billion share repurchase program at a rapid pace. Given both our enhanced financial flexibility and confidence in our outlook for the business, as of year-end we had already executed approximately 40% of this up to five-year plan since it was announced in October 2023.

As one of the world’s largest global beverage companies, we have a long history of growing sustainably and during 2024 we continued to make progress against our sustainability goals. In 2024 we completed construction and began commissioning our G150 project to modernize our largest brewery in Golden, Colorado. The new equipment — from fermentation and maturation tanks to filtration and beer delivery systems — is expected be more efficient, cut down on beer loss, and reduce water and energy consumption. In 2024, the UK business similarly began a multi-year, $125 million plus modernization program that is aimed at improving brewing and packaging capability, increasing efficiency, and reducing energy consumption.

Looking Ahead – Confident in our Medium-Term Growth Algorithm

As we look ahead, we believe we have clear plans to accelerate our progress by further strengthening our core power brands and building on the premiumization successes in EMEA & APAC and Canada with expanded plans for the U.S. From targeted plans in beer for Peroni and the Blue Moon family to exciting new opportunities in beyond beer non-alcoholic beverages, including ZOA and our new strategic partnership with Fever-Tree, the world's leading supplier of premium carbonated mixers, we are continuing to change the shape of our portfolio to meet consumer needs.

With strong brands, a highly-cash generative business model, and a healthy balance sheet, we believe we can continue to invest in our business to achieve long-term financial growth and our strategic goals, while also returning cash to shareholders through a growing dividend and meaningful share repurchases.

As always, we would like to thank our over 16,000 dedicated employees, our valued partners, and our best-in-class and supportive customer network. Without them, none of this would be possible.

We look forward to welcoming you to the Annual Meeting and encourage you to review our proxy materials and the voting instructions on the following pages to ensure that your shares are represented. On behalf of all of us at Molson Coors, we thank you for your continued support.

Sincerely,

April 2, 2025

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, 2024, 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.