BELLRING BRANDS, INC.

Current report

The following risk factor updates and replaces in its entirety the risk factor titled “We have incurred, and we will continue to incur, additional fees, costs and expenses to create and maintain the corporate infrastructure to operate as a public company, and we have and we will continue to experience increased ongoing costs and expenses in connection with being a public company”included in Part I, Item 1A, “Risk Factors,” of the Annual Report, as previously filed with the Securities and Exchange Commission.

Current report

We have incurred, and we will continue to incur, additional fees, costs and expenses to create and maintain the corporate infrastructure to operate as a public company, and we have and we will continue to experience increased ongoing costs and expenses in connection with being a public company.

Current report

Prior to our IPO, our business had historically used some of Post’s corporate infrastructure and services to support our business functions. The expenses related to establishing and maintaining this infrastructure had been spread across all of Post’s businesses and charged to us on a cost-allocation basis. The services historically provided to us by Post included, but were not limited to, finance, information technology, legal, human resources, quality, supply chain and purchasing functions. Following our IPO, we continued to receive some of these services pursuant to a master services agreement with Post, and in connection with the Spin-off, we, Post, BellRing Intermediate Holdings, Inc. and BellRing Brands, LLC entered into an amended and restated master services agreement, which was further amended in fiscal 2023. Under the amended and restated master services agreement, Post provided certain of the above described services until the amended and restated master services agreement expired on March 10, 2026. There can be no assurance that all of the functions provided to us by Post under the amended and restated master services agreement were successfully executed by Post during the term of the amended and restated master services agreement or that the transition from Post to us of all of the functions provided to us by Post under the amended and restated master services agreement were successfully executed. Specifically, effective internal control over financial reporting is necessary for us to provide reliable financial reports. If we fail to properly and efficiently maintain effective internal control over financial reporting, we could fail to report our financial results accurately.

Previous report

Leadership Transition

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Current report — wording carried from elsewhere

In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K, filed with the SEC on November 18, 2025, as of and for the year ended September 30, 2025 (the “Annual Report”).