BRBR

New in FY2025

• Sales of our RTD protein shakes represented approximately 81.7% of our net sales in our year ended September 30, 2025.
• For example, for our year ended September 30, 2025, approximately 46.3% of our Premier Protein RTD shake supply came from our largest third-party contract manufacturer, with approximately 28.0% of our Premier Protein RTD shake supply manufactured at a single facility.
• For our year ended September 30, 2025, approximately 46.3% of our Premier Protein RTD shake supply came from a single manufacturer and approximately 28.0% from a single facility of that manufacturer.
• In fiscal 2022, fiscal 2023 and into fiscal 2024, we had to limit our stock-keeping units (“SKUs”) and place one or more of our products on allocation.
• The supply and price of these ingredients are subject to market conditions and are influenced by many factors beyond our control, including inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient production, governmental programs, regulations and trade and tariff policies and pandemics or other outbreaks of contagious diseases.
• Our milk-based and whey-based protein costs have increased and may continue to increase due to factors such as inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient production, governmental programs and regulations and pandemics or other outbreaks of contagious diseases,.
• Changes in input costs have, and may in the future, limit our ability to maintain existing margins and may have a material adverse effect on our business, financial condition, results of operations and cash flows.
• Consumers are increasingly shopping through eCommerce websites and mobile commerce applications.
• If we are unable to effectively compete in the expanding eCommerce market or maintain the data analytics capabilities needed to generate actionable commercial insights, our business performance may be impacted, which may negatively impact our financial condition, results of operations and cash flows.
• This growth includes expanding the number of our products retailers offer for sale, our product placement and our ability to secure additional shelf or retail space for our products, as well as increased access to online platforms to sell our products.
• Over the past several years, our channels have undergone significant consolidations and certain customers are gaining market share.
• As this trend continues and such customers grow larger, they have sought, and may continue to seek, to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on generic and other value brands and increased promotional programs.
• Our largest customers, Walmart and its affiliates (which includes Sam’s Club), Costco and Amazon, accounted for approximately 74.0% of our net sales in our year ended September 30, 2025.
• As of September 30, 2025, we had $1,090.0 million in aggregate principal amount of total debt.
• Additionally, our secured revolving credit facility has a remaining borrowing capacity of $247.6 million as of September 30, 2025.
• Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by ratings organizations were revised downward; • make it more difficult for us to satisfy the terms of our obligations under the terms of our financing arrangements; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all; • limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; and • subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.
• Our ability to pay expenses and satisfy debt service obligations will depend on our future performance, which will be affected by financial, business, economic and other factors, including the impact of pandemics and other outbreaks of contagious diseases, potential changes in consumer and customer preferences and behaviors, the success of product and marketing innovation and pressure from competitors.
• Despite our level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt leverage.
• For instance in each of the past four fiscal years, the U.S. experienced significantly heightened inflationary pressures.
• We experienced inflationary headwinds in our business during each of the past four fiscal years, and we expect certain inflationary pressures to continue into fiscal 2026.
• From time to time, including at September 30, 2025, we have debt outstanding with exposure to variable interest rates.
• In fiscal 2025, the U.S. experienced certain inflationary pressures and we expect certain inflationary pressures to continue into fiscal 2026.
• Impairment in the carrying value of intangible assets or other long-lived assets could negatively impact our financial condition and results of operations.
• If our goodwill or other intangible assets or other long-lived assets become impaired, we will be required to record impairment charges, which may be significant.
• Our balance sheet includes intangible assets, including goodwill, trademarks, trade names, customer relationships, other acquired intangibles and other long-lived assets.
• No impairments were recorded in the years ended September 30, 2025, 2024 and 2023.
• Many of our costs, such as raw materials, packaging, freight and energy, are outside of our control.
• There can be no assurance that the transition from Post to us of all of the functions provided to us by Post under the amended and restated master services agreement will be successfully executed.
• Specifically, effective internal control over financial reporting is necessary for us to provide reliable financial reports.
• If we fail to properly and efficiently transition and maintain effective internal control over financial reporting, we could fail to report our financial results accurately.
• Certain of our officers and directors also serve as officers or directors of Post.
• Vitale, who serves as Chairman of our Board of Directors, also serves as an officer and director of Post.
• The completion of the Spin-off was also conditioned on the receipt by us of an opinion of BellRing tax counsel to the effect that the merger of Merger Sub with and into Old BellRing qualified as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code.
• The opinions were based on certain factual statements and representations, which, if incomplete or untrue in any material respect, could alter tax counsel’s conclusions.
• Our business is subject to a variety of laws and regulations administered by federal, state and local government authorities in the U.S., as well as government authorities outside of the U.S., including requirements related to food safety, quality, manufacturing, processing, storage, marketing, advertising, labeling, distribution, environmental and worker health and workplace safety.
• Lawsuits filed against food and beverage companies alleging deceptive advertising and labeling and those alleging noncompliance with food ingredient and packaging requirements continue to increase.
• At September 30, 2025, we had accrued $90.0 million related to these matters.
• We and our third-party contract manufacturers and other vendors and suppliers are subject to extensive federal, state, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge and release of pollutants into the environment and those regulating the transport, storage, disposal and remediation of, and exposure to, solid and hazardous wastes.
• Increasing scrutiny and evolving expectations and in some cases conflicting expectations from customers, suppliers, regulators, investors, and other stakeholders with respect to our environmental, social and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks.
• Companies are facing increasing scrutiny from regulators, investors, customers, suppliers and other stakeholders related to their ESG practices.

and 25 more.

Gone since FY2024

• Sales of our RTD protein shakes represented approximately 81.1% of our net sales in our year ended September 30, 2024.
• For example, for our year ended September 30, 2024, approximately 47.7% of our Premier Protein RTD shake supply came from our largest third-party contract manufacturer, with approximately 28.9% of our Premier Protein RTD shake supply manufactured at a single facility.
• For our year ended September 30, 2024, approximately 47.7% of our Premier Protein RTD shake supply came from a single manufacturer and approximately 28.9% from a single facility of that manufacturer.
• We have had to limit our stock-keeping units (“SKUs”) and place one or more of our products on allocation.
• The supply and price of these ingredients are subject to market conditions and are influenced by many factors beyond our control, including inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient production, governmental programs and regulations and pandemics or other outbreaks of contagious diseases.
• Our milk-based protein costs have increased and may continue to increase due to factors such as inflation and increased demand, labor shortages, animal feed costs, weather patterns affecting ingredient production, governmental programs and regulations and pandemics or other outbreaks of contagious diseases,.
• Accordingly, changes in input costs may limit our ability to maintain existing margins and may have a material adverse effect on our business, financial condition, results of operations and cash flows.
• Consumers are increasingly shopping through eCommerce websites and mobile commerce applications and this trend is significantly altering the retail landscape in our category.
• If we are unable to effectively compete in the expanding eCommerce market or develop the data analytics capabilities needed to generate actionable commercial insights, our business performance may be impacted, which may negatively impact our financial condition, results of operations and cash flows.
• Over the past several years, our channels have undergone significant consolidations and mass merchandisers and non-traditional retailers are gaining market share.
• As this trend continues and such customers grow larger, they may seek to use their position to improve their profitability through improved efficiency, lower pricing, increased reliance on their own brand name products, increased emphasis on generic and other value brands and increased promotional programs.
• This growth would include expanding the number of our products retailers offer for sale, our product placement and our ability to secure additional shelf or retail space for our products, as well as increased access to online platforms to sell our products.
• Our largest customers, Walmart and its affiliates (which includes Sam’s Club), Costco and Amazon, accounted for approximately 74.8% of our net sales in our year ended September 30, 2024.
• As of September 30, 2024, we had $840.0 million in aggregate principal amount of total debt.
• Additionally, our secured revolving credit facility has a remaining borrowing capacity of $250.0 million as of September 30, 2024 (all of which would be secured when drawn).
• Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by ratings organizations were revised downward; • make it more difficult for us to satisfy the terms of our obligations under the terms of our financing arrangements; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all; • limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; • increase our vulnerability to adverse economic or industry conditions; and • subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.
• Our ability to meet expenses and debt service obligations will depend on our future performance, which will be affected by financial, business, economic and other factors, including the impact of pandemics and other outbreaks of contagious diseases, potential changes in consumer and customer preferences and behaviors, the success of product and marketing innovation and pressure from competitors.
• Despite our level of indebtedness, we may be able to incur substantially more debt, which could further exacerbate the risks related to our debt leverage, and we may in any event be required to maintain a minimum level of indebtedness.
• For instance in fiscal 2022, fiscal 2023 and fiscal 2024, the U.S. experienced significantly heightened inflationary pressures.
• We experienced inflationary headwinds across our business during fiscal 2022, fiscal 2023 and fiscal 2024, and we expect certain inflationary pressures to continue into fiscal 2025.
• From time to time, we have debt outstanding with exposure to variable interest rates.
• In fiscal 2024, the U.S. experienced certain inflationary pressures and we expect certain inflationary pressures to continue into fiscal 2025.
• Impairment in the carrying value of intangible assets could negatively impact our financial condition and results of operations.
• If our goodwill or other intangible assets become impaired, we will be required to record impairment charges, which may be significant.
• Our balance sheet includes intangible assets, including goodwill, trademarks, trade names, customer relationships and other acquired intangibles.
• No impairments were recorded in the years ended September 30, 2024, 2023 and 2022.
• Many of our costs, such as freight, raw materials and energy, are outside of our control.
• Certain of our officers and directors, including Robert V.
• Vitale, who serves as Executive Chairman of our Board of Directors, also serve as officers or directors of Post.
• The completion of the Spin-off was also conditioned on the receipt by us of an opinion of BellRing’s tax counsel to the effect that the merger of Merger Sub with and into Old BellRing qualified as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code.
• The opinions will be based on certain factual statements and representations, which, if incomplete or untrue in any material respect, could alter tax counsel’s conclusions.
• Our business is subject to a variety of laws and regulations administered by federal, state and local government authorities in the U.S., as well as government authorities outside of the U.S., including requirements related to food safety, quality, manufacturing, processing, storage, marketing, advertising, labeling, distribution and worker health and workplace safety.
• Lawsuits filed against food and beverage companies alleging deceptive advertising and labeling continue to increase.
• At September 30, 2024, we had accrued $21.0 million related to these matters.
• We and our contract manufacturers and other vendors and suppliers are subject to extensive federal, state, local and foreign laws and regulations relating to the protection of human health and the environment, including those limiting the discharge and release of pollutants into the environment and those regulating the transport, storage, disposal and remediation of, and exposure to, solid and hazardous wastes.
• For example, our certificate of incorporation and bylaws: • divide the members of the Board of Directors into three classes with staggered three-year terms, which may delay or prevent a change of our management or a change on control; • authorize the issuance of “blank-check” preferred stock that could be issued by us upon approval of the Board of Directors to increase the number of outstanding shares of capital stock, making a takeover more difficult and expensive; • provide that directors may be removed from office only for cause and that any vacancy or newly created directorships on the Board of Directors may only be filled by a majority of directors then in office, which may make it difficult for other stockholders to reconstitute the Board of Directors; • provide that special meetings of the stockholders may be called only upon the request of a majority of the Board of Directors or by the chairman of the Board of Directors or the chief executive officer; • prohibit stockholder action by written consent and require that any action to be taken by stockholders be taken at an annual or special meeting of stockholders; and • require advance notice to be given by stockholders for any stockholder proposals or director nominees.
• With approximately 485 employees as of November 1, 2024, our profitability may be substantially affected by costs of medical and other health and welfare benefits for these employees.
• As of September 30, 2024, management determined that our internal control over financial reporting was effective.