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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001772016-25-000127
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-03.
0001772016-26-000007
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe 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 10 previous paragraphs and 15 current paragraphs.
9 unchanged; 1 reworded; 5 added; 0 removed; 0 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 (5)
Current report
On February 2, 2026, Darcy H. Davenport, President and Chief Executive Officer of BellRing Brands, Inc. (the “Company”), advised the Company’s Board of Directors (the “Board”) of her retirement as President and Chief Executive Officer of the Company upon the earlier of the appointment of her successor or the end of the Company’s 2026 fiscal year (the “Transition Date”). The Company has begun a comprehensive external search process for Ms. Davenport’s successor. Any final succession decision will be determined at a future date and publicly announced.
Current report
Ms. Davenport and the Company have entered into a Transition and Advisory Agreement (the “Agreement”), effective February 3, 2026. Pursuant to the Agreement, Ms. Davenport has agreed to be employed by the Company as an advisor beginning on the Transition Date and through the end of calendar year 2028 (the “Advisory Term”). During the Advisory Term, Ms. Davenport will assist with the transition of her duties and provide strategic advice and support to the Board and senior management of the Company.
Current report
As compensation during the Advisory Term, Ms. Davenport will receive a base salary of $750,000 per year and be eligible to receive an annual bonus in a target amount of 100% of her base salary. In addition, Ms. Davenport will receive a grant of restricted stock units under the Company’s Amended 2019 Long-Term Incentive Plan with a grant date value of $3,500,000 (the “Transition Award”). The restricted stock units will vest 50% on each of the first and second anniversaries of the grant date, subject to Ms. Davenport’s continued employment. Under the Agreement, if Ms. Davenport’s employment as an Advisor is terminated by the Company without Cause or by Ms. Davenport for Good Reason (each as defined in the Agreement), Ms. Davenport will receive severance consisting of (i) a lump sum payment equal to the base salary payable through the end of the Advisory Term, (ii) a lump sum equal to the bonus that would have been paid to Ms. Davenport had she remained employed through the end of the Advisory Term, (iii) accelerated vesting of the Transition Award, (iv) with respect to any outstanding and unvested performance restricted stock units awards, vesting in such awards at the end of the performance period based on the Company’s achievement of the relevant performance targets and (v) a lump sum cash amount equal to the full cost of Ms. Davenport’s COBRA coverage until the end of the Advisory Term. Ms. Davenport must execute and not revoke a release of claims in favor of the Company to receive the foregoing severance benefits.
Current report
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.27 to this report and incorporated by reference herein.
Reworded paragraphs (1)
Previous wording
(b)On March 6, 2025, the Company’s Board of Directors approved a new $300,000,000 repurchase authorization with respect to shares of the Company’s common stock (the “Authorization”). The Authorization was effective on March 6, 2025 and has an expiration date of March 6, 2027. Repurchases may be made from time to time in the open market, private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise.
Current wording
(b)On September 2, 2025, the Company’s Board of Directors approved a $400,000,000 repurchase authorization with respect to shares of the Company’s common stock (the “Prior Authorization”). The Prior Authorization was effective on September 2, 2025 and had an expiration date of September 2, 2027. On November 19, 2025, the Company’s Board of Directors approved a new $600,000,000 repurchase authorization with respect to shares of the Company’s common stock (the “New Authorization”) and cancelled, effective November 19, 2025, the Prior Authorization. The New Authorization was effective on November 19, 2025 and has an expiration date of November 19, 2027. Repurchases may be made from time to time in the open market, private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise.