[8-K] BELLRING BRANDS, INC. Reports Material Event

Rhea-AI Filing Summary

BellRing Brands, Inc. announced that its Board of Directors approved a new $600 million share repurchase authorization effective November 19, 2025. At the same time, the Board cancelled the company’s existing $400 million authorization, under which BellRing had already repurchased approximately $123 million of its common stock as of November 19, 2025. The new program runs for two years from the effective date and allows the company to buy back shares through various methods, including open market purchases, private transactions and derivative or accelerated repurchase arrangements. The company is not required to repurchase a specific amount of shares, and the pace and size of any buybacks will depend on factors such as liquidity, share price, market conditions and legal requirements.

Insights

Equity Capital Markets Analyst

BellRing adds a larger, flexible $600M share repurchase program.

BellRing Brands replaced its prior $400 million authorization with a new $600 million share repurchase program effective November 19, 2025. The company had already used about $123 million under the prior plan, so this action refreshes and increases the remaining capacity for stock buybacks.

The program extends for a two-year period from the effective date and permits multiple repurchase methods, including open market, private, forward, derivative, accelerated and automatic transactions. The company is not obligated to repurchase any minimum amount, and activity can be suspended or terminated at its discretion.

Actual buyback levels will depend on liquidity, share price, market conditions and legal requirements as described. Subsequent quarterly and annual reports may show how much of the $600 million authorization is ultimately utilized over the two-year term.

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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): November 19, 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 November 19, 2025, the Board of Directors (the “Board”) of BellRing Brands, Inc. (the “Company”) approved, effective November 19, 2025 (the “Effective Date”), a $600 million share repurchase authorization (the “New Authorization”) and cancelled, effective November 19, 2025, its existing $400 million share repurchase authorization, which was approved by the Board and became effective on September 2, 2025 (the “Existing Authorization”). The Company had repurchased approximately $123 million of shares of common stock under the Existing Authorization as of November 19, 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 November 20, 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: November 20, 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 filing?

BellRing Brands reported that its Board approved a new $600 million share repurchase authorization effective November 19, 2025, and cancelled the prior $400 million authorization.

How large is BellRing Brands' new share repurchase authorization?

The new authorization permits BellRing Brands to repurchase up to $600 million of its common stock over a two-year period beginning November 19, 2025.

What happened to BellRing Brands' previous $400 million buyback program?

The Board cancelled the existing $400 million share repurchase authorization effective November 19, 2025, after BellRing had repurchased approximately $123 million of stock under it.

Over what period can BellRing Brands repurchase shares under the new authorization?

The new $600 million share repurchase authorization extends for a two-year period beginning on November 19, 2025.

How may BellRing Brands execute share repurchases under the new plan?

BellRing may repurchase shares from time to time in the open market, in private purchases, or through forward, derivative, accelerated repurchase or automatic purchase transactions, or otherwise.

Is BellRing Brands required to buy back a specific amount of stock under this authorization?

No. The filing states that the new authorization does not obligate the company to acquire any particular amount of shares, and repurchases may be suspended or terminated at any time at its discretion.