BELLRING BRANDS, INC.
For the period ended Dec 31, 2025. Filed Feb 3, 2026.
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Dec 31, 2025 · Filed Feb 3, 2026
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ITEM 5. OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, our directors or officers, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, adopted or terminated the “Rule 10b5-1 trading arrangements” as defined in Item 408 of Regulation S-K, set forth in the table below:
| Type of Trading Arrangement | |||||
| Name and Position | Date | Action | Rule 10b5-1* | Duration of Plan | Total Shares of Common Stock to be Sold |
|---|---|---|---|---|---|
| Darcy H. DavenportPresident and Chief Executive Officer | 12/5/2025 | Adopt | X | 12/5/2025 to 3/1/2027 | Up to 45,616 |
- Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Leadership Transition
On February 2, 2026, Darcy H. Davenport, President and Chief Executive Officer of BellRing Brands, Inc. (the “Company”), advised the Company’s Board of Directors (the “Board”) of her retirement as President and Chief Executive Officer of the Company upon the earlier of the appointment of her successor or the end of the Company’s 2026 fiscal year (the “Transition Date”). The Company has begun a comprehensive external search process for Ms. Davenport’s successor. Any final succession decision will be determined at a future date and publicly announced.
Ms. Davenport and the Company have entered into a Transition and Advisory Agreement (the “Agreement”), effective February 3, 2026. Pursuant to the Agreement, Ms. Davenport has agreed to be employed by the Company as an advisor beginning on the Transition Date and through the end of calendar year 2028 (the “Advisory Term”). During the Advisory Term, Ms. Davenport will assist with the transition of her duties and provide strategic advice and support to the Board and senior management of the Company.
As compensation during the Advisory Term, Ms. Davenport will receive a base salary of $750,000 per year and be eligible to receive an annual bonus in a target amount of 100% of her base salary. In addition, Ms. Davenport will receive a grant of restricted stock units under the Company’s Amended 2019 Long-Term Incentive Plan with a grant date value of $3,500,000 (the “Transition Award”). The restricted stock units will vest 50% on each of the first and second anniversaries of the grant date, subject to Ms. Davenport’s continued employment. Under the Agreement, if Ms. Davenport’s employment as an Advisor is terminated by the Company without Cause or by Ms. Davenport for Good Reason (each as defined in the Agreement), Ms. Davenport will receive severance consisting of (i) a lump sum payment equal to the base salary payable through the end of the Advisory Term, (ii) a lump sum equal to the bonus that would have been paid to Ms. Davenport had she remained employed through the end of the Advisory Term, (iii) accelerated vesting of the Transition Award, (iv) with respect to any outstanding and unvested performance restricted stock units awards, vesting in such awards at the end of the performance period based on the Company’s achievement of the relevant performance targets and (v) a lump sum cash amount equal to the full cost of Ms. Davenport’s COBRA coverage until the end of the Advisory Term. Ms. Davenport must execute and not revoke a release of claims in favor of the Company to receive the foregoing severance benefits.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.27 to this report and incorporated by reference herein.
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