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BellRing Brands, Inc. 8-K Filings

BRBR NYSE

Every 8-K that BellRing Brands, Inc. (BRBR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BRBR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BRBR filings page.

Rhea-AI Summary

BellRing Brands reported third-quarter fiscal 2026 results and updated its fiscal 2026 outlook. Net sales were $570.4 million, up 4.2% year over year, driven by 1.7% higher volume and 2.5% stronger price/mix. Premier Protein net sales rose 0.7%, while Dymatize net sales increased 26.7%. Gross profit declined to $163.3 million, or 28.6% of net sales, from $193.6 million and 35.4%, reflecting input cost inflation, higher freight and a $10.0 million excess shake bottle inventory charge.

Operating profit increased to $65.4 million from $44.8 million as SG&A fell, but Adjusted EBITDA dropped to $78.3 million from $120.3 million. Net earnings were $34.2 million, or $0.29 per diluted share, compared with $21.0 million, or $0.16. For the first nine months, net sales were $1,706.4 million, while Adjusted EBITDA was $222.4 million versus $364.2 million, pressured by $21.3 million of inventory-related charges and cost inflation.

Management now expects fiscal 2026 net sales of $2.335–$2.375 billion, implying 1%–3% growth, and Adjusted EBITDA of $275–$295 million, including a full-year $28 million unfavorable inventory-related impact and roughly $7 million of expected fourth-quarter trade spend to reduce excess shake bottle inventory. During the nine months ended June 30, 2026, BellRing repurchased 4.9 million shares for $133.1 million, leaving $506.9 million available under its authorization.

Rhea-AI Summary

BellRing Brands, Inc. appointed Michael Axelrod as its next President and Chief Executive Officer and a member of the Board, effective July 29, 2026, following a comprehensive external search. He succeeds Darcy Davenport, who will retire as CEO and director and move into an advisory role to support the transition.

Axelrod brings more than 30 years of consumer packaged goods experience, including CEO roles at Snak King, Del Real Foods and Passport Food Group and senior positions at TreeHouse Foods and Kraft Foods. His compensation includes a $1,000,000 annual base salary, an annual cash bonus targeted at 100% of salary with a 0–150% payout range based on performance, and a post-tax housing and car allowance totaling $10,000 per month.

He will receive an equity grant under the 2019 Long Term Incentive Plan with a grant date fair value of $4,750,000, split 40% into time-vesting RSUs over three years and 60% into PRSUs tied to three-year relative total shareholder return. Additional arrangements include severance protection of 2.0x cash compensation for qualifying terminations outside a change in control or 3.0x in connection with a change in control, extended COBRA coverage, a transaction bonus equal to 100% of salary upon a change in control, and a tax gross-up if excise taxes apply, all subject to non-compete and non-solicitation covenants.

Rhea-AI Summary

BellRing Brands, Inc. approved workforce realignment actions aimed at streamlining operations and improving financial and operational efficiency. The company expects annualized run-rate operating expense savings of approximately $10–$12 million before taxes, including about $3 million of non-cash stock compensation.

BellRing anticipates starting to realize these savings in the fourth quarter of fiscal 2026, with the majority expected in fiscal 2027, and estimates one-time workforce realignment charges of roughly $6 million, primarily for severance and related benefits, mostly in the third quarter of fiscal 2026. In connection with this realignment, Chief Growth Officer Douglas J. Cornille will step down from his role as of June 24, 2026 and depart the company effective September 1, 2026, receiving benefits consistent with existing long-term incentive and severance agreements.

Rhea-AI Summary

BellRing Brands reported weaker second-quarter fiscal 2026 results and cut its full-year outlook. Net sales rose modestly to $598.7 million, up 1.8% year-over-year, but an $11.3 million inventory-related charge, unfavorable price/mix, higher freight and input cost inflation drove gross margin down to 27.0% from 32.3%.

Operating profit fell to $66.0 million and net earnings to $33.9 million, with diluted EPS at $0.29 versus $0.45 a year earlier. Adjusted EBITDA dropped to $53.8 million from $118.6 million. For the first six months, net earnings declined to $77.6 million and operating cash flow turned negative at $(14.3) million.

Management now expects fiscal 2026 net sales of $2.325–$2.365 billion with net sales growth of 0%–2% and Adjusted EBITDA of $315–$335 million, implying an Adjusted EBITDA margin of approximately 14%. The company repurchased 4.2 million shares for $123.1 million in the first half, and category consumption for its Premier Protein and Dymatize brands continued to grow, supported by promotions and distribution gains.

Rhea-AI Summary

BellRing Brands, Inc. disclosed that its Corporate Governance and Compensation Committee approved a special grant of restricted stock units (RSUs) to several named executive officers on February 19, 2026. These equity awards are intended to support retention during the previously disclosed CEO transition period.

The grants include 29,043 RSUs to Chief Financial Officer Paul A. Rode with a grant date fair value of $551,236, 27,209 RSUs to Chief Growth Officer Douglas J. Cornille valued at $516,427, 26,349 RSUs to Chief Legal Officer and Chief Compliance Officer Craig L. Rosenthal valued at $500,104, and 23,877 RSUs to Chief Supply Chain Officer Robin Singh valued at $453,185. All RSUs vest in full on the first anniversary of the grant date, with vesting potentially accelerating upon certain termination events.

Rhea-AI Summary

BellRing Brands, Inc. furnished an update on its business and leadership. The company issued a press release with results for its first fiscal quarter ended December 31, 2025 and a related supplemental investor presentation, both attached as Exhibits 99.1 and 99.2.

BellRing also announced that President and CEO Darcy H. Davenport has notified the board of her retirement, effective on the earlier of the appointment of a new CEO or September 30, 2026. The company states her retirement does not result from any disagreement over operations, policies, or practices, and disclosed a separate leadership transition press release as Exhibit 99.3.

Rhea-AI Summary

BellRing Brands, Inc. reported results of its virtual 2026 annual stockholder meeting. Of 118,425,407 shares outstanding and entitled to vote, 100,350,223 were represented, establishing an 84.74% quorum. Stockholders elected all five director nominees to serve until the 2027 annual meeting or until successors are elected and qualified.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 100,054,830 votes for and 99.7% of votes cast in favor. In an advisory vote, stockholders approved the Company’s executive compensation, with 77,493,242 votes for and 82.4% of votes cast in favor.

Rhea-AI 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.

Rhea-AI Summary

BellRing Brands, Inc. (BRBR) reported that it has released its financial results for the fourth fiscal quarter and full fiscal year ended September 30, 2025. The company announced these results through a press release and a detailed supplemental investor presentation made available on its website. Both documents are provided as exhibits to this report, giving shareholders and analysts additional detail on the company’s recent operating performance and financial condition.

Rhea-AI Summary

BellRing Brands expanded its Board of Directors from seven to eight members and appointed David I. Finkelstein to the new seat, effective January 1, 2026. He was also appointed to the Audit Committee on the same effective date.

The Board determined Mr. Finkelstein meets NYSE independence and financial literacy standards, and his initial term will expire at the Company’s 2026 Annual Meeting of Shareholders. He will receive compensation under the existing non-employee director program and is expected to enter the Company’s standard indemnification agreement.

Rhea-AI Summary

BellRing Brands (BRBR) announced executed settlement agreements to resolve the Joint Juice class action matters involving its subsidiary, Premier Nutrition. The company signed a Stipulation of Settlement for the California Federal Class Lawsuit and, separately, a Multistate Settlement covering related federal actions and the California state case.

Under the terms disclosed, the company would pay $19.2 million into a settlement fund for the California federal case and $70.8 million for the multistate matters if the settlements receive final court approval and become effective. Unopposed motions for preliminary approval were filed on October 20, 2025 (federal) and October 23, 2025 (multistate). The company previously reported a class-wide settlement in principle of $90.0 million for these matters. Both settlements state they do not constitute an admission of liability or wrongdoing.

The filing cautions there is no assurance of court approval; if approval is not granted, the company will continue to pursue its legal defenses.

Rhea-AI 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.

Rhea-AI Summary

BellRing Brands, Inc. amended its existing credit agreement on August 22, 2025, significantly expanding and extending its revolving credit facility. The company increased the available revolving credit from $250.0 million to $500.0 million, giving it a larger committed source of liquidity. The scheduled maturity for the revolver is now August 22, 2030, but will be December 14, 2029 if the company’s 7.00% Senior Notes due 2030 have not been redeemed or fully refinanced into debt maturing at least 91 days after August 22, 2030.

Interest on U.S. dollar borrowings will be based on either a base rate plus a margin initially at 1.00% (ranging from 1.00% to 1.75%) or a term SOFR rate plus a margin initially at 2.00% (ranging from 2.00% to 2.75%), in each case tied to the company’s secured net leverage ratio. Euro and U.K. Pounds Sterling borrowings carry similar margin grids initially set at 2.00%. Facility fees on unused commitments will initially accrue at 0.25% per year, with a range of 0.25% to 0.35% depending on leverage. The amendment also broadens certain covenant baskets, including for common stock repurchases, giving the company more flexibility within its debt framework.