BellRing Brands (NYSE: BRBR) unveils new $400M share buyback plan

Rhea-AI Filing Summary

BellRing Brands, Inc. announced that its Board of Directors approved a new $400 million share repurchase authorization effective September 2, 2025. At the same time, the Board cancelled the prior $300 million authorization, under which the company had already repurchased about $226 million of common stock as of August 29, 2025.

The new authorization runs for two years beginning on the effective date. The company may repurchase shares in the open market or through private transactions and various structured methods, but it is not required to buy any specific amount and can suspend or end repurchases at its discretion, depending on liquidity, share price, market conditions and legal requirements.

Insights

Equity capital allocation analyst

BellRing replaces a nearly used $300M buyback with a fresh $400M, keeping repurchases in play for two more years.

BellRing Brands has authorized a new $400 million share repurchase program effective September 2, 2025, while cancelling its earlier $300 million program. The earlier authorization was largely utilized, with about $226 million of common stock already repurchased as of August 29, 2025. This suggests the company has been actively returning cash to shareholders through buybacks.

The new authorization extends for two years from the effective date and permits varied repurchase methods, including open market, private, derivative and accelerated transactions. However, the company is not obligated to repurchase a particular amount, and activity can be suspended or terminated at its discretion, with decisions influenced by liquidity, share price, market conditions and legal requirements. Subsequent disclosures in company filings and press releases may provide more detail on actual buyback execution over this period.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

0001772016false00017720162025-09-022025-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

BellRing Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39093						87-3296749
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)
2503 S. Hanley Road			St. Louis			Missouri			63144
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			BRBR			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 8.01.    Other Events.

On September 2, 2025, the Board of Directors (the “Board”) of BellRing Brands, Inc. (the “Company”) approved, effective September 2, 2025 (the “Effective Date”), a $400 million share repurchase authorization (the “New Authorization”) and cancelled, effective August 29, 2025, its existing $300 million share repurchase authorization, which was approved by the Board and became effective on March 6, 2025 (the “Existing Authorization”). The Company had repurchased approximately $226 million of shares of common stock under the Existing Authorization as of August 29, 2025. The New Authorization extends for a two-year period beginning on the Effective Date, and the Company may begin repurchasing shares under the New Authorization on the Effective Date. Repurchases may be made from time to time in the open market, in private purchases, through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise. The New Authorization does not, however, obligate the Company to acquire any particular amount of shares, and repurchases may be suspended or terminated at any time at the Company’s discretion. The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions and legal requirements. A press release announcing the approval of the New Authorization and the cancellation of the Existing Authorization is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press Release dated September 2, 2025
104			Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 2, 2025			BellRing Brands, Inc.
			(Registrant)
			By:			/s/ Craig L. Rosenthal
			Name:			Craig L. Rosenthal
			Title:			Chief Legal Officer

FAQ

What did BellRing Brands (BRBR) announce in this 8-K?

BellRing Brands’ Board approved a new $400 million share repurchase authorization effective September 2, 2025, and cancelled its prior $300 million authorization.

How much of the previous BellRing Brands share repurchase program was used?

Under the prior $300 million authorization, BellRing Brands had repurchased approximately $226 million of common stock as of August 29, 2025.

How long will BellRing Brands’ new $400 million repurchase authorization last?

The new $400 million share repurchase authorization extends for a two-year period beginning on September 2, 2025.

Is BellRing Brands required to repurchase a specific amount of shares under the new authorization?

No. The new authorization does not obligate BellRing Brands to repurchase any particular amount of shares and can be suspended or terminated at the company’s discretion.

What methods can BellRing Brands use to repurchase its shares?

The company may repurchase shares in the open market, through private purchases, or via forward, derivative, accelerated repurchase or automatic purchase transactions.

What factors will influence BellRing Brands’ share repurchases under the new plan?

The amount and timing of repurchases will depend on factors including liquidity, share price, market conditions and legal requirements.