BELLRING BRANDS, INC.
For the period ended Dec 31, 2025. Filed Feb 3, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 3, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001772016-25-000127
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-03.
0001772016-26-000007
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 75 previous paragraphs and 70 current paragraphs.
55 unchanged; 14 reworded; 1 added; 5 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
During fiscal 2025 and continuing into fiscal 2026, input costs, including raw material, packaging and manufacturing costs, have faced inflationary pressures, including from the impact of tariffs beginning in fiscal 2026. 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.
Removed paragraphs (5)
Previous report
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, and continue to face, inflationary pressures. Inflation (including the potential impact of tariffs) could have a materially adverse impact on our business in the future if inflation rates were to significantly exceed our ability to achieve price increases or cost savings or if such price increases impact demand for our products.
Previous report
Net sales increased $32.1 million, or 6%, during the three months ended June 30, 2025 compared to the prior year period. Sales of Premier Protein products were up $26.3 million, or 6%, driven by 3% higher volumes primarily due to distribution gains and incremental promotional activity. Average net selling prices increased due to targeted price increases, partially offset by increased promotional activity. Sales of Dymatize products were up $3.6 million, or 5%, driven by 5% higher volumes primarily due to higher international volumes and new product introductions. Sales ofall other products were up $2.2 million.
Previous report
Operating profit decreased $66.8 million, or 60%, during the three months ended June 30, 2025 compared to the prior year period. This decrease was primarily driven by a provision for legal matters of $68.1 million in the current year period (as discussed in Note 13 within “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this report)
Previous report
and higher net product costs of $18.6 million (driven by higher raw material and manufacturing costs, partially offset by lower freight costs). These negative impacts were partially offset by higher net sales, as previously discussed.
Previous report
On July 4, 2025, subsequent to the end of the period covered by this report, the H.R.1 tax law was enacted in the United States (the “H.R.1 Tax Act”). The H.R.1 Tax Act includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The H.R.1 Tax Act has multiple effective dates, beginning in calendar year 2025 and extending through calendar year 2027. We are currently evaluating the impact of the H.R.1 Tax Act on our effective income tax rate, results of operations, financial condition and cash flows.
Reworded paragraphs (14)
Previous wording
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.
Current wording
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.
Previous wording
Net sales increased $228.0 million, or 16%, during the nine months ended June 30, 2025 compared to the prior year period. Sales of Premier Protein products were up $214.6 million, or 18%, driven by 13% 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 $12.5 million, or 7%, driven by 12% higher volumes primarily due to higher international volumes and new product introductions. Average net selling prices decreased due to unfavorable product mix. Sales ofall other products were up $0.9 million.
Current wording
Net sales increased $4.4 million, or 1%, during the three months ended December 31, 2025 compared to the prior year period. Sales of Premier Protein products were down $5.7 million, or 1%, on flat volumes, driven by lower average net selling prices due to incremental promotional investment. Sales of Dymatize products were up $9.9 million, or 16%, driven by 30% higher volumes primarily due to higher international volumes. Average net selling prices decreased due to unfavorable product mix. Sales ofall other products were up $0.2 million.
Previous wording
Operating profit decreased $20.4 million, or 7%, during the nine months ended June 30, 2025 compared to the prior year period. This decrease was primarily driven by a provision for legal matters of $69.0 million in the current year period, higher net product costs of $33.9 million (driven by higher raw material and manufacturing costs, partially offset by lower freight costs), increased advertising expense of $22.8 million and higher warehousing and distribution costs of $9.5 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 period related to the discontinuance of the PowerBar business in North America.
Current wording
Operating profit decreased $36.8 million, or 32%, during the three months ended December 31, 2025 compared to the prior year period. This decrease was primarily driven by higher net product costs of $35.9 million (primarily driven by higher raw material and manufacturing costs), partially offset by reduced advertising expenses of $2.7 million.
Previous wording
Interest expense, net increased $5.5 million during the nine months ended June 30, 2025 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 7.2% and 7.0% for the nine months ended June 30, 2025 and 2024, respectively. See Note 12 within “Notes to Condensed Consolidated Financial Statements” for additional information on our debt.
Current wording
Interest expense, net increased $5.6 million during the three months ended December 31, 2025 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 6.9% and 7.0% for the three months ended December 31, 2025 and 2024, respectively. See Note 12 within “Notes to Condensed Consolidated Financial Statements” for additional information on our debt.
Previous wording
Our effective income tax rate was 20.5% and 24.2% for the three months ended June 30, 2025 and 2024, respectively, and 23.9% and 24.6% for the nine months ended June 30, 2025 and 2024, respectively. The decrease in our effective income tax rate during the three months ended June 30, 2025 compared to the prior year period was primarily due to discrete tax benefits recognized in the current year period related to prior year tax accruals.
Current wording
Our effective income tax rate was 25.3% and 23.8% for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
During the nine months ended June 30, 2025, we borrowed$360.0 million and repaid$185.0 million under our revolving credit facility, which is provided under our credit agreement entered into on March 10, 2022 (as amended, the “Credit Agreement”) in an aggregate principal amount of$250.0 million (the “Revolving Credit Facility”). As of June 30, 2025, we had$75.0 million of available borrowing capacity and no letters of credit outstanding 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.
Current wording
During the three months ended December 31, 2025, we borrowed$180.0 million and repaid$80.0 million under our revolving credit facility (the “Revolving Credit Facility”) provided for under our amended credit agreement (the “Credit Agreement”). As of December 31, 2025, we had$147.6 million of available borrowing capacity, including$2.4 million letters of credit outstanding 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.
Previous wording
During the nine months ended June 30, 2025, we repurchased 3.8 million shares of our common stock at an average share price of $69.67 per share and at a total cost, including any accrued excise tax and broker’s commissions, of $267.6 million. In addition, during the nine months ended June 30, 2025, we paid $2.2 million of excise tax that related to fiscal 2024 and 2023 share repurchases.
Current wording
During the three months ended December 31, 2025, we repurchased 3.0 million shares of our common stock at an average share price of $31.95 per share and at a total cost, including any accrued excise tax and broker’s commissions, of $97.8 million.
Previous wording
We expect to generate positive cash flows from operations and believe our cash on hand, cash flows from operations 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 financing alternatives.
Current wording
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 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 financing alternatives.
Previous wording
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 our provision for legal matters. 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 other strategic transactions. Our asset-light business model requires modest capital expenditures, with annual capital expenditures over the last three fiscal years averaging less than 1% of net sales. No significant capital expenditures are planned during the next 12 months. Additionally, we may seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Current wording
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. 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 other strategic transactions. Our asset-light business model requires modest capital expenditures, with annual capital expenditures over the last three fiscal years averaging less than 1% of net sales. No significant capital expenditures are planned during the next 12 months. Additionally, we may seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Previous wording
Cash provided by operating activities for the nine months ended June 30, 2025 decreased $68.0 million compared to the prior year period. This decrease was primarily due to increased inventory levels in the current year period (driven by higher production), increased tax payments (net of refunds) of $9.9 million and increased interest payments of $4.9 million, partially offset by fluctuations in the timing of collections of trade receivables.
Current wording
Cash used in operating activities for the three months ended December 31, 2025 was$3.1 million compared to cash provided by operating activities of $3.0 million for the three months ended December 31, 2024. This decrease was primarily due to increased inventory levels in the current year period (driven by higher production), fluctuations in the timing of collections of trade receivables and increased interest payments of $3.9 million. These impacts were partially offset by fluctuations in the timing of payments of trade payables anddecreased tax payments (net of refunds) of $20.5 million.
Previous wording
Cash used in investing activities for thenine months ended June 30, 2025 increased $3.1 million compared to the prior year period resulting from an increase in capital expenditures.
Current wording
Cash used in investing activities for thethree months ended December 31, 2025 increased $2.9 million compared to the prior year period driven by an increase in capital expenditures.
Previous wording
Cash used in financing activities for the nine months ended June 30, 2025 decreased $30.2 million compared to the prior year period, driven by higher payments of $161.8 million, including excise tax payments and broker’s commissions, for the repurchase of our common stock, higher repayments of $160.0 million under the Revolving Credit Facility and higher tax withholding payments related to stock compensation plans of $8.0 million. These cash outflows were partially offset by higher borrowings of $360.0 million under the Revolving Credit Facility.
Current wording
Cash used in financing activities for the three months ended December 31, 2025 decreased $17.9 million compared to the prior year period, driven by higher borrowings of $145.0 million under our Revolving Credit Facility and lowertax withholding payments related to stock compensation plans of $3.0 million. These cash inflows were partially offset by higher payments of $85.1 million, including broker’s commissions, for the repurchase of our common stock and higher repayments of $45.0 million under our Revolving Credit Facility.
Previous wording
•significant volatility in the cost or availability of inputs to our business (including freight, raw materials, packaging, energy, labor and other supplies);
Current wording
•significant volatility in the cost or availability of inputs to our business (including freight, raw materials, packaging, energy, labor and other supplies), including as a result of tariffs or inflationary pressures;
Previous wording
•impairment in the carrying value of goodwill or other intangible assets;
Current wording
•impairment in the carrying value of goodwill or other intangible assets or other long-lived assets;
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Interest expense, net increased $4.0 million during the three months ended June 30, 2025 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 7.4% and 7.0% for the three months ended June 30, 2025 and 2024, respectively.