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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in millions, except per share information and where indicated otherwise)
NOTE 1 —BACKGROUND AND BASIS OF PRESENTATION
BellRing Brands, Inc. is a consumer products holding company operating in the global proactive wellness category and is a provider of ready-to-drink (“RTD”) protein shakes and powders. The Company’s principal products are protein-based consumer goods and its primary brands are Premier Protein and Dymatize.
Unless otherwise stated or the context otherwise indicates, all references in these financial statements and notes to “BellRing,” the “Company,” “us,” “our” or “we” mean BellRing Brands, Inc. and its subsidiaries.
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the fiscal year ended September 30, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 18, 2025.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income, financial condition, cash flows and stockholders’ equity for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year.
NOTE 2 —RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and has concluded there are no new pronouncements (other than the ones described below) that had or will have a material impact on the Company’s results of operations, comprehensive income, financial condition, cash flows, stockholders’ equity or related disclosures based on current information.
In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU is effective for fiscal years beginning after December 15, 2027 (i.e., the Company’s annual financial statements for the year ended September 30, 2029), with early adoption permitted. This ASU can be adopted either (i) prospectively, (ii) using a modified transition approach or (iii) retrospectively. The Company is currently evaluating the impact of this standard.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU is effective for fiscal years beginning after December 15, 2026 (i.e., the Company’s annual financial statements for the year ended September 30, 2028) and for interim periods within fiscal years beginning after December 15, 2027 (i.e., the Company’s interim financial statements for the three months ended December 31, 2028), with early adoption permitted. This ASU can be adopted either (i) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (ii) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU is effective for fiscal years beginning after December 15, 2024 (i.e., the Company’s annual financial statements for the year ended September 30, 2026), with early adoption permitted. This ASU should be adopted prospectively; however, retrospective adoption is permitted. Upon adoption, the impact of ASU 2023-09 will be limited to certain notes to the Company’s annual consolidated financial statements.
NOTE 3 —REVENUE
The following table presents net sales by product.
| Three Months EndedDecember 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Shakes | $432.4 | $439.5 |
| Powders | 92.1 | 81.2 |
| Other | 12.8 | 12.2 |
| Net Sales | $537.3 | $532.9 |
NOTE 4 —RELATED PARTY TRANSACTIONS
Transactions between the Company and Post Holdings, Inc. (“Post”) are considered related party transactions as certain of the Company’s directors serve as officers and/or directors of Post.
MSA Fees and Royalties
The Company uses certain functions and services performed by Post under a master services agreement (the “MSA”). These functions and services include finance, internal audit, treasury, information technology support, insurance and tax matters, the use of office and/or data center space, tax compliance services and, prior to January 2025, payroll processing services. MSA fees were $0.7 and $0.9 during the three months ended December 31, 2025 and 2024, respectively. MSA fees were reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations.
The Company licenses certain intellectual property to and from Post and its subsidiaries based upon prices governed by agreements between the Company and Post and its subsidiaries, consistent with prices of similar arm's-length transactions. During both the three months ended December 31, 2025 and 2024, royalties paid to and received from Post and its subsidiaries were immaterial.
Co-Packing Agreement
Premier Nutrition Company, LLC (“Premier Nutrition”), a subsidiary of the Company, has a co-packing agreement with Comet Processing, Inc. (“Comet”), a wholly-owned subsidiary of Post (the “Co-Packing Agreement”). Under the Co-Packing Agreement, Premier Nutrition procures certain packaging materials for Comet that Comet utilizes in the production of RTD shakes for Premier Nutrition. The Company purchased $19.4 and $6.3 of RTD shakes from Comet during the three months ended December 31, 2025 and 2024, respectively.
As of December 31, 2025 and September 30, 2025, the Company had current payables with Post of $7.0 and $3.7, respectively, related to RTD shake purchases and MSA fees, which were included in “Accounts payable” on the Condensed Consolidated Balance Sheets. Current receivables with Post at both December 31, 2025 and September 30, 2025 were immaterial.
NOTE 5— EARNINGS PER SHARE
Basic earnings per share is based on the average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the average number of shares of common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock units using the “treasury stock” method.
The following table presents the computation of basic and diluted earnings per share.
| Three Months EndedDecember 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net earnings | $43.7 | $76.9 |
| Weighted-average shares for basic earnings per share | 119.3 | 128.9 |
| Effect of dilutive securities: | ||
| Stock options | 0.1 | 0.2 |
| Restricted stock units | 0.2 | 0.3 |
| Performance-based restricted stock units | 0.3 | 1.7 |
| Weighted-average shares for diluted earnings per share | 119.9 | 131.1 |
| Basic earnings per common share | $0.37 | $0.60 |
| Diluted earnings per common share | $0.36 | $0.59 |
The following table presents the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share as they were anti-dilutive.
| Three Months EndedDecember 31, | ||
|---|---|---|
| shares in millions | 2025 | 2024 |
| Restricted stock units | 0.1 | — |
| Performance-based restricted stock units | 0.3 | — |
NOTE 6 —INVENTORIES
| December 31,2025 | September 30,2025 | |
|---|---|---|
| Raw materials and supplies | $92.7 | $88.3 |
| Work in process | 0.1 | 0.1 |
| Finished products | 342.4 | 242.0 |
| Inventories | $435.2 | $330.4 |
NOTE 7 —PROPERTY, NET
| December 31,2025 | September 30,2025 | |
|---|---|---|
| Property, at cost | $41.3 | $33.2 |
| Accumulated depreciation | (14.8) | (14.2) |
| Property, net | $26.5 | $19.0 |
NOTE 8 —GOODWILL
The components of “Goodwill” on the Condensed Consolidated Balance Sheets at both December 31, 2025 and September 30, 2025 are presented in the following table.
| Goodwill, gross | $180.7 |
|---|---|
| Accumulated impairment losses | (114.8) |
| Goodwill | $65.9 |
NOTE 9 —INTANGIBLE ASSETS, NET
| December 31, 2025 | September 30, 2025 | |||||
|---|---|---|---|---|---|---|
| CarryingAmount | AccumulatedAmortization | NetAmount | CarryingAmount | AccumulatedAmortization | NetAmount | |
| Customer relationships | $160.8 | $(105.6) | $55.2 | $160.8 | $(103.4) | $57.4 |
| Trademarks and brands | 164.5 | (99.0) | 65.5 | 164.5 | (96.9) | 67.6 |
| Other intangible assets | 3.1 | (3.1) | — | 3.1 | (3.1) | — |
| Intangible assets, net | $328.4 | $(207.7) | $120.7 | $328.4 | $(203.4) | $125.0 |
NOTE 10 —DERIVATIVE FINANCIAL INSTRUMENTS
In the ordinary course of business, the Company is exposed to commodity price risks relating to the purchases of raw materials and supplies. The Company utilizes derivative instruments, such as futures and option contracts, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.
At December 31, 2025, the Company’s derivative instruments, none of which were designated as hedging instruments under Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” consisted of commodity futures contracts which relate to inputs that generally will be utilized within the next twelve months. The notional amounts of the commodity contracts were $97.6 and $136.6 at December 31, 2025 and September 30, 2025, respectively.
The following table presents the balance sheet location and fair value of the Company’s commodity contracts. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets.
| December 31,2025 | September 30,2025 | |
|---|---|---|
| Prepaid expenses and other current assets | $0.2 | $— |
| Other current liabilities | 9.4 | 12.6 |
The Company recognized a loss (gain) on derivatives of $1.8 and $(0.8) during the three months ended December 31, 2025 and 2024, respectively, which were recorded in “Cost of goods sold” in the Condensed Consolidated Statements of Operations.
At December 31, 2025 and September 30, 2025, the Company had cash deposits which served as pledged collateral for certain of its commodity contracts of $12.9 and $17.3, respectively, which were classified as “Restricted cash” on the Condensed Consolidated Balance Sheets.
NOTE 11 —FAIR VALUE MEASUREMENTS
The Company utilizes the income approach to measure fair value for its commodity derivatives using Level 2 inputs. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Refer to Note 10 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Condensed Consolidated Statements of Operations.
The Company’s financial assets and liabilities also include cash, cash equivalents and restricted cash, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its long-term debt at fair value on the Condensed Consolidated Balance Sheets. The fair value of any outstanding borrowings under the Revolving Credit Facility (as defined in Note 12) approximated its carrying value. Based on market rates, the fair value (Level 2) of the Company’s debt, excluding any outstanding borrowings under the Revolving Credit Facility, was $869.2 and $869.0 as of December 31, 2025 and September 30, 2025, respectively.
Certain assets and liabilities, including property, goodwill and other intangible assets, are measured at fair value on a non-recurring basis using Level 3 inputs.
NOTE 12 —LONG-TERM DEBT
The following table presents the components of “Long-term debt” on the Condensed Consolidated Balance Sheets.
| December 31,2025 | September 30,2025 | |
|---|---|---|
| 7.00% senior notes maturing in March 2030 | $840.0 | $840.0 |
| Revolving Credit Facility | 350.0 | 250.0 |
| Total principal amount of debt | $1,190.0 | $1,090.0 |
| Less: Debt issuance costs, net | 5.4 | 5.7 |
| Long-term debt | $1,184.6 | $1,084.3 |
On March 10, 2022, the Company entered into a credit agreement (as amended, the “Credit Agreement”), which provided for a revolving credit facility in an aggregate principal amount of $250.0 (the “Revolving Credit Facility”), with commitments made available to the Company in U.S. Dollars, Euros and United Kingdom (“U.K.”) Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $20.0.
On August 22, 2025, the Company entered into a First Amendment to the Credit Agreement (the “Amendment”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and each lender (as defined in the Credit Agreement).
The Amendment amended the Company’s Credit Agreement to, among other matters, (i) increase the aggregate principal amount available under the Revolving Credit Facility to $500.0, (ii) extend the maturity date of the Revolving Credit Facility to August 22, 2030, provided that if on December 14, 2029, the Company’s 7.00% Senior Notes have not been redeemed in full in cash or refinanced and replaced in full with notes and/or loans maturing at least 91 days after August 22, 2030, then the maturity date of the Revolving Credit Facility will be December 14, 2029, (iii) reduce the interest rate on borrowings under the Revolving Credit Facility (as discussed below) and (iv) broaden certain exceptions to covenants contained in the Credit Agreement that would otherwise restrict certain activities by the Company, such as repurchases by the Company of its common stock.
Following the Amendment, borrowings under the Revolving Credit Facility bear interest at an annual rate equal to: (i) in the case of loans denominated in U.S. Dollars, at the Company’s option, the base rate (as defined in the Credit Agreement) plus a margin which will range from 1.00% to 1.75% depending on the Company’s secured net leverage ratio (as defined in the Credit Agreement), or the term SOFR rate (as defined in the Credit Agreement) for the applicable interest period plus a margin which will range from 2.00% to 2.75% depending on the Company’s secured net leverage ratio; (ii) in the case of loans denominated in Euros, the adjusted Eurodollar rate (as defined in the Credit Agreement) for the applicable interest period plus a margin which will range from 2.00% to 2.75% depending on the Company’s secured net leverage ratio; and (iii) in the case of loans denominated in U.K. Pounds Sterling, the daily simple RFR (as defined in the Credit Agreement) plus a margin which will range from 2.00% to 2.75% depending on the Company’s secured net leverage ratio. Facility fees on the daily unused amount of commitments under the Revolving Credit Facility initially will accrue at rates ranging from 0.25% to 0.35% per annum, depending on the Company’s secured net leverage ratio.
Prior to the Amendment, borrowings under the Revolving Credit Facility bore interest at an annual rate equal to: (i) in the case of loans denominated in U.S. Dollars, at the Company’s option, the base rate (as defined in the Credit Agreement) plus a margin which ranged from 2.00% to 2.75% depending on the Company’s secured net leverage ratio (as defined in the Credit Agreement), or the adjusted term SOFR rate (as defined in the Credit Agreement) for the applicable interest period plus a margin which ranged from 3.00% to 3.75% depending on the Company’s secured net leverage ratio; (ii) in the case of loans denominated in Euros, the adjusted Eurodollar rate (as defined in the Credit Agreement) for the applicable interest period plus a margin which ranged from 3.00% to 3.75% depending on the Company’s secured net leverage ratio; and (iii) in the case of loans denominated in U.K. Pounds Sterling, the adjusted daily simple RFR (as defined in the Credit Agreement) plus a margin which ranged from 3.00% to 3.75% depending on the Company’s secured net leverage ratio. Facility fees on the daily unused amount of commitments under the Revolving Credit Facility accrued at rates ranging from 0.25% to 0.375% per annum, depending on the Company’s secured net leverage ratio.
During the three months ended December 31, 2025 and 2024, the Company borrowed $180.0 and $35.0 under the Revolving Credit Facility, respectively, and repaid $80.0 and $35.0 under the Revolving Credit Facility, respectively. As of December 31, 2025, the interest rate on the utilized portion of the Revolving Credit Facility was 5.78% and the available borrowing capacity under the Revolving Credit Facility was$147.6, including $2.4 in outstanding letters of credit. As of September 30, 2025, the interest rate on the utilized portion of the Revolving Credit Facility was 6.14% and the available borrowing capacity under the Revolving Credit Facility was $247.6, including$2.4 in outstanding letters of credit.
Under the terms of the Credit Agreement, the Company is required to maintain a total net leverage ratio (as defined in the Credit Agreement) not to exceed 6.00:1.00, measured as of the last day of each fiscal quarter. The total net leverage ratio of the Company did not exceed this threshold as of December 31, 2025.
The 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.
Furthermore, the Credit Agreement provides for customary events of default. Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may accelerate and the administrative agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral securing, and guarantees of, the Company’s obligations under the Credit Agreement.
The Company’s obligations under the Credit Agreement are unconditionally guaranteed by its existing and subsequently acquired or organized direct and indirect subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries) and are secured by security interests in substantially all of the Company’s assets and the assets of its subsidiary guarantors, but excluding, in each case, real property.
NOTE 13 —COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Joint Juice Litigation
In March 2013, a complaint was filed on behalf of a putative, nationwide class of consumers against Premier Nutrition in the U.S. District Court for the Northern District of California seeking monetary damages and injunctive relief. The case asserted that some of Premier Nutrition’s advertising claims regarding its Joint Juice line of glucosamine and chondroitin dietary supplement beverages, which it discontinued in the first quarter of fiscal 2023, were false and misleading. In April 2016, the district court certified a California-only class of consumers in this lawsuit (this lawsuit is hereinafter referred to as the “California Federal Class Lawsuit”). In April 2018, the district court dismissed the California Federal Class Lawsuit with prejudice. This dismissal was upheld on appeal by the U.S. Court of Appeals for the Ninth Circuit in 2020, and plaintiff’s petition for anen banc rehearing by the Ninth Circuit was denied.
In September 2020, the same lead counsel re-filed the California Federal Class Lawsuit against Premier Nutrition in the California Superior Court for the County of Alameda, alleging identical claims and seeking restitution and injunctive relief on behalf of the same putative class of California consumers as the California Federal Class Lawsuit. In March 2023, the Alameda Superior Court granted in part and denied in part Premier Nutrition’s motion for judgment based on res judicata, and in May 2023, the Court reaffirmed its ruling. In July 2023, Premier Nutrition filed a petition for writ of mandamus in the California Court of Appeal, which writ was denied in March 2024. In November 2023, the Court certified the case as a class action. Trial is currently stayed pending the resolution of the appeal in the action on behalf of New York consumers described in more detail below (the “New York Case”). In January 2025, the plaintiff filed a motion for the application of issue preclusion arising from certain rulings in the New York Case. On May 14, 2025, the court entered an order holding that issue preclusion will apply on certain issues.
In 2016 and 2017, the lead plaintiff’s counsel in the California Federal Class Lawsuit filed ten additional class action complaints in the U.S. District Court for the Northern District of California on behalf of putative classes of consumers under the laws of Connecticut, Florida, Illinois, New Jersey, New Mexico, New York, Maryland, Massachusetts, Michigan and Pennsylvania (the “Related Federal Actions”). These complaints contain factual allegations similar to the California Federal Class Lawsuit, also seeking monetary damages and injunctive relief. The action on behalf of New Jersey consumers was voluntarily dismissed. Trial in the New York Case was held beginning in May 2022, and the jury delivered its verdict in favor of plaintiff in June 2022. In August 2022, the Court entered a judgment in that case in favor of plaintiff in the amount of $12.9, which includes statutory damages and prejudgment interest, and in August 2023, the Court entered a judgment awarding plaintiff $7.9 in attorneys’ fees and costs. In October 2022, each plaintiff and Premier Nutrition filed Notices of Appeal to the Ninth Circuit on the damages award and in December 2023 Premier Nutrition filed its Notice of Appeal to the Ninth Circuit on the attorneys’ fees award. In August 2024, the Court of Appeals issued an opinion on the damages award affirming the trial court’s decision on liability, vacating and remanding to the trial court for further consideration its decision on calculated damages and reversing the trial court’s award of prejudgment interest to plaintiff. Premier Nutrition’s subsequent petition for en banc rehearing with the Ninth Circuit Court of Appeals was denied in October 2024. On January 25, 2025, the Ninth Circuit affirmed the trial court’s attorneys’ fees award. On February 3, 2025, the trial court entered an order awarding $0.9 in attorneys’ fees and costs. On March 10, 2025, the trial court entered an order again limiting statutory damages to $8.3 under the due process clause. Each plaintiff and Premier Nutrition filed Notices of Appeal to the Ninth Circuit on the damages award. On March 13, 2025, Premier Nutrition filed a certiorari petition with the United States Supreme Court seeking review of the Ninth Circuit’s merits decision.
In February 2025, the court set a trial date for February 2026 in the Related Federal Action on behalf of the class of consumers in Illinois (the “Illinois Case”). Plaintiff filed a motion to apply issue preclusion from certain rulings in the New York Case to the Illinois Case. On May 2, 2025, the trial court entered an order holding that issue preclusion will apply in the Illinois Case on the issues of deceptiveness, materiality, the measure of damages, and the First Amendment, but not on the issues of causation, intent, or punitive damages. The court certified individual state classes in each of the seven other Related Federal Actions (except New Mexico).
In January 2019, the same lead counsel filed an additional class action complaint against Premier Nutrition in California Superior Court for the County of Alameda, alleging claims similar to the above actions and seeking monetary damages and injunctive relief on behalf of a putative class of California consumers, beginning after the California Federal Class Lawsuit class period (the “California State Case”). In July 2020, the court issued an order certifying a statewide class. Premier Nutrition moved for summary judgment in July 2023, which motion remains pending. In January 2025, the plaintiff filed a motion for the application of issue preclusion arising from certain rulings in the New York Case decision. On May 14, 2025, the court entered an order holding that issue preclusion will apply on certain issues.
On June 25, 2025, the parties reached a class-wide settlement in principle related to the Joint Juice Litigation, which includes the California Federal Class Lawsuit, all of the Related Federal Actions and the California State Case through a court-ordered settlement conference, which settlement in principle is subject to judicial approval. On June 26, 2025, the parties filed a joint motion with the United States Supreme Court to hold the certiorari petition in the New York Case in abeyance pending approval of the class settlement. On July 2, 2025, the parties filed a joint motion with the Ninth Circuit to hold the appeal in the New York Case in abeyance pending approval of the class settlement.
On October 17, 2025, the parties executed a Stipulation of Settlement in the New York Case (the “New York Settlement”). On October 20, 2025, Plaintiff filed an unopposed motion for preliminary approval of the New York Settlement. On December 5, 2025, the court granted preliminary approval of the New York Settlement and scheduled a final approval hearing for April 30, 2026. Pursuant to the terms of the New York Settlement, the Company paid$2.0 into a settlement fund to resolve the New York Case. If the settlement receives final approval and becomes effective, the Company will pay an additional of$17.2 into that settlement fund. The New York Settlement does not constitute an admission of liability or wrongdoing by the Company or any of its current or former directors or officers.
On October 22, 2025, the parties executed a Stipulation of Settlement in the California State Case (the “Multistate Settlement”). The Multistate Settlement also encompasses the California Federal Class Lawsuit (which has been consolidated with the California State Case) and the Related Federal Actions (which will be added to the California State Case via a stipulated amended complaint pursuant to the terms of the Multistate Settlement) excluding New York and New Mexico. On October 23, 2025, Plaintiffs filed an unopposed motion for preliminary approval of the Multistate Settlement. On January 8, 2026, the court granted preliminary approval of the Multistate Settlement and scheduled a final approval hearing for May 5, 2026. Pursuant to the terms of the New York Settlement, the Company will pay$2.0 into a settlement fund in the second quarter of fiscal 2026 to resolve the Multistate Case. Pursuant to the terms of the Multistate Settlement, if the settlement receives final approval and becomes effective, the Company will pay a total of$70.8 into a settlement fund to resolve the California State Case, California Federal Class Lawsuit, and Related Federal Actions excluding New York and New Mexico. The Multistate Settlement does not constitute an admission of liability or wrongdoing by the Company or any of its current or former directors or officers.
On November 12, 2025, the parties entered into a confidential settlement agreement and release in the New Mexico Federal Related Action, which is not subject to court approval. Pursuant to the terms of the settlement agreement, the Company made an immaterial payment to resolve the New Mexico action and plaintiff filed a notice of voluntary dismissal with prejudice on December 15, 2025.
Other than legal fees, no expense related to this litigation was incurred during the three months ended December 31, 2025 and 2024, respectively. At December 31, 2025 and September 30, 2025, the Company had an estimated liability of $88.0 and $90.0, respectively, related to these matters that was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets.
Putative Securities Class Action Litigation
On January 22, 2026, a putative securities class action captioned Denha v. BellRing Brands, Inc. was filed in the U.S. District Court for the Southern District of New York against the Company and Darcy Horn Davenport, the Company’s President and Chief Executive Officer, and Paul Rode, the Company’s Chief Financial Officer and Treasurer. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 based on alleged misstatements regarding the Company’s financial performance and prospects during the period from November 19, 2024 through August 4, 2025. The plaintiff seeks unspecified compensatory damages, attorneys’ fees and other relief as the court may deem appropriate. Motions for appointment of lead plaintiff and lead counsel are due by March 23, 2026. The Company intends to defend the action vigorously. Given the early stage of this litigation, the Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from the litigation.
Other
The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company.
NOTE 14 —STOCKHOLDERS’ DEFICIT
The following table summarizesthe Company’s repurchases of its common stock.
| Three Months EndedDecember 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Shares repurchased | 3.0 | 0.1 |
| Average price per share (a) | $31.95 | $77.12 |
| Total share repurchase cost (b) | $97.8 | $11.0 |
(a)Average price per share excludes any accrued excise tax and broker’s commissions, which are included in “Total share repurchase cost” within this table.
(b)“Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 excluded $0.9 of accrued excise tax that had not been paid as of December 31, 2025. “Purchases of treasury stock” in the Condensed Consolidated Statements of Cash Flows for thethree months ended December 31, 2024 included $0.8 of excise tax payments that had been accrued in fiscal 2024.
NOTE 15 —SEGMENTS
The Company manages its operations on a consolidated basis through one operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer of BellRing. The CODM utilizes consolidated single-segment net earnings (reported on the Condensed Consolidated Statements of Operations as “Net Earnings”) to evaluate financial performance, allocate resources and forecast future period financial results. The CODM evaluates performance by comparing actual to budgeted results and utilizes this information to decide whether to reinvest into the segment or into other parts of the entity, such as for acquisitions or to repurchase shares. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as “Total Assets”.
The following table presents net sales, the significant expense categories reviewed by the CODM and net earnings of the Company.
| Three Months EndedDecember 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net Sales | $537.3 | $532.9 |
| Less: | ||
| Cost of goods sold | 376.5 | 333.3 |
| Advertising expenses | 12.4 | 15.1 |
| Amortization of intangible assets | 4.3 | 4.2 |
| Other segment expenses (a) | 65.6 | 65.0 |
| Interest expense, net | 20.0 | 14.4 |
| Income tax expense | 14.8 | 24.0 |
| Net Earnings | $43.7 | $76.9 |
(a)Other segment expenses includes employee-related expenses, marketing and distribution, research and development, outside professional services, depreciation and other general expenses.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.