As filed with the
Securities and Exchange Commission on August 5, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MOLSON COORS BEVERAGE
COMPANY
(Exact name of registrant
as specified in its charter)
| Delaware |
|
84-0178360 |
(State
or other jurisdiction of incorporation or
organization) |
|
(I.R.S.
Employer Identification Number) |
| |
|
|
P.O. Box 4030, BC555, Golden, Colorado,
United States
111 Boulevard Robert-Bourassa, 9th Floor,
Montréal, Québec, Canada |
|
80401
H3C
2M1 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
MOLSON COORS BEVERAGE
COMPANY INCENTIVE COMPENSATION PLAN
(FORMERLY MOLSON
COORS BREWING COMPANY INCENTIVE COMPENSATION PLAN)
(Full title of the
plan)
Natalie Maciolek
Chief Legal &
Government Affairs Officer and Secretary
P.O. Box 4030,
BC555
Golden, Colorado
80401
(Name and address of
agent for service)
(303) 279-6565
(Telephone number,
including area code, of agent for service)
Copy to:
Jason Day
Perkins Coie LLP
1900 Sixteenth Street,
Suite 1400
Denver, Colorado
80202
(303) 291-2300
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer x |
|
|
|
Accelerated
filer ¨ |
| Non-accelerated
filer ¨ |
|
|
Smaller
reporting company ¨
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Molson
Coors Beverage Company (the “Registrant”) previously filed a Registration Statement on Form S-8
(File No. 333-124140) registering 10,000,000 (post-split) shares of the Registrant’s Class B common stock under the
Molson Coors Beverage Company Incentive Compensation Plan (formerly the Molson Coors Brewing Company Incentive Compensation Plan, the
“Plan”) on April 18, 2005, a Registration Statement on Form S-8
(File No. 333-166521) registering an additional 5,000,000 shares of the Registrant’s Class B common stock under the
Plan on May 5, 2010, a Registration Statement on Form S-8
(File No. 333-183243) registering an additional 5,000,000 shares of the Registrant’s Class B common stock under the
Plan on August 10, 2012, and a Registration Statement on Form S-8
(File No. 333-258263) registering an additional 3,500,000 shares of the Registrant’s Class B common stock under the
Plan on July 29, 2021. The Registrant hereby incorporates by reference the contents of such previously filed Registration Statements
on Form S-8 to the extent not otherwise amended or superseded by the contents of this Registration Statement on Form S-8.
Pursuant to General
Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed to register an additional 5,000,000 shares
of the Registrant’s Class B common stock under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated
by reference in this Registration Statement:
(a) the
Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on February 18, 2025;
(b) the
Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, filed
with the Commission on May 8,
2025 and August 5, 2025, respectively;
(c) the
Registrant's Current Reports on Form 8-K filed with the Commission on March 7,
2025, April 14,
2025, May 16,
2025 and June 27,
2025; and
(d) the
description of the Registrant’s Class B common stock filed as Exhibit 4.7
to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission
on February 18, 2025, including any amendments or reports filed for the purpose of updating such description.
All
documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, other than any information the Registrant furnishes, rather than files, with the Commission, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all the securities offered
have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of such documents with the Commission.
Any
statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration
Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
8. Exhibits.
The
following is a list of all exhibits filed as part of this Registration Statement or, as noted, incorporated by reference into this Registration
Statement:
Exhibit
Number |
|
Description
of Exhibit |
| 5.1* |
|
Opinion
of Perkins Coie LLP. |
| 23.1* |
|
Consent
of PricewaterhouseCoopers LLP. |
| 23.2* |
|
Consent
of Perkins Coie LLP (included in Exhibit 5.1). |
| 24.1* |
|
Power
of Attorney (included on the signature pages hereof). |
| 99.1 |
|
Molson
Coors Beverage Company Incentive Compensation Plan, as amended and restated (incorporated herein by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed on May 16, 2025). |
| 107* |
|
Filing
Fee Table. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on the 5th day of August, 2025.
| |
MOLSON
COORS BEVERAGE COMPANY |
| |
|
| |
By: |
/s/
Tracey I. Joubert |
| |
Name:
|
Tracey
I. Joubert |
| |
Title:
|
Chief
Financial Officer |
POWER
OF ATTORNEY
Each
of the undersigned hereby constitutes and appoints Tracey I. Joubert and Natalie Maciolek, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead
in any and all capacities, to sign this registration statement on Form S-8 filed pursuant to the Securities Act of 1933, as amended
(the “Securities Act”), and any and all amendments to this registration statement (including post-effective amendments) under
the Securities Act, and otherwise, and to file the same, with all exhibits thereto and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration
statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as
fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title
|
|
Date
|
| |
|
|
|
|
| /s/ Gavin D.K. Hattersley |
|
President, Chief
Executive Officer and Director (Principal Executive |
|
August 5,
2025 |
| Gavin D.K. Hattersley |
|
Officer) |
|
|
| |
|
|
|
|
| /s/ Tracey I. Joubert |
|
Chief Financial
Officer (Principal Financial Officer) |
|
August 5,
2025 |
| Tracey I. Joubert |
|
|
|
|
| |
|
|
|
|
| /s/ Roxanne M. Stelter |
|
Vice President,
Controller and Chief Accounting Officer (Principal |
|
August 5,
2025 |
| Roxanne M. Stelter |
|
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ David S. Coors |
|
Chair |
|
August 5,
2025 |
| David S. Coors |
|
|
|
|
| |
|
|
|
|
| /s/ Geoffrey E. Molson |
|
Vice Chair |
|
August 5,
2025 |
| Geoffrey E. Molson |
|
|
|
|
| |
|
|
|
|
| /s/ Christian P. Cocks |
|
Director |
|
August 5,
2025 |
| Christian P. Cocks |
|
|
|
|
| |
|
|
|
|
| /s/ Peter J. Coors |
|
Director |
|
August 5,
2025 |
| Peter J. Coors |
|
|
|
|
| /s/ Roger G. Eaton |
|
Director |
|
August 5,
2025 |
| Roger G. Eaton |
|
|
|
|
| |
|
|
|
|
| /s/ Mary Lynn Ferguson-McHugh |
|
Director |
|
August 5,
2025 |
| Mary Lynn Ferguson-McHugh |
|
|
|
|
| |
|
|
|
|
| /s/ Charles M. Herington |
|
Director |
|
August 5,
2025 |
| Charles M. Herington |
|
|
|
|
| |
|
|
|
|
| /s/ Andrew
T. Molson |
|
Director |
|
August 5,
2025 |
| Andrew T. Molson |
|
|
|
|
| |
|
|
|
|
| /s/ Nessa
O'Sullivan |
|
Director |
|
August 5,
2025 |
| Nessa O'Sullivan |
|
|
|
|
| |
|
|
|
|
| /s/ H. Sanford Riley |
|
Director |
|
August 5,
2025 |
| H. Sanford Riley |
|
|
|
|
| |
|
|
|
|
| /s/ Jill Timm |
|
Director |
|
August 5,
2025 |
| Jill Timm |
|
|
|
|
| |
|
|
|
|
| /s/ Leroy J. Williams, Jr. |
|
Director |
|
August 5,
2025 |
| Leroy J. Williams, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ James
A. Winnefeld, Jr. |
|
Director |
|
August 5,
2025 |
| Jr James A. Winnefeld, Jr. |
|
|
|
|
