National Beverage Corp.NASDAQ: FIZZ

2025 Shareholder Letter and Annual Report

· Issued by National Beverage Corp.
Precise and Profound We honed these strategies throughout the decades as we evolved into a company lauded for unique flavors and healthy innovation.

As National Beverage begins its 40th year, it's an ideal time to deeply reflect on our incredible journey - and the people who have helped make it possible.

In November 1985, we formed National Beverage Corp. with the intent of helping another company survive a takeover attempt. We defined our goals with a vision that many doubted; endured countless sacrifices; and seized the limited resources with which to grow a new set of wings!

And we did . . . Absolutely!

We have come a very long way and have greatly surpassed our original purpose. Our diligence, profound philosophy and distinctive innovations have brought us from our humble beginnings to the # 1 Premium Sparkling Water in North America. We are recognized for creating the Wonder of LaCroix while delivering exceptional shareholder performance.

In an era where many industries and companies are facing significant challenges, we have demonstrated our ability to not only compete and excel, but to lead through the uniqueness of our innovative qualities. We began our journey as a beverage company by embracing the strategies of vertical integration and hybrid distribution - even though these strategies were fundamentally opposite to the business models of our peers.

Our spirit drives us to bring 'goodness and wonderful feelings' to consumers who are excited to taste our unique flavors and delight in our eye-catching packaging. No package design, flavor profile or flavor name is finalized and released to the marketplace without enormous thought, passion, research and yes . . . love. Our consumers deserve and expect the very best from us and, not only are we living up to their expectations, in most cases we are exceeding them.

Team National's deliberate, long-term operational focus continues to meet the challenge of the confluence of events that is unprecedented in recent times. This unmitigated focus, along with the resilience of the

U.S. consumer, led to positive fiscal year 2025 results -

  • Net sales increased to $1.2 billion;

  • Gross margin increased to 37% of sales;

  • Operating income increased 7.8% to $235 million; and

  • Net income increased to $187 million, or $2.00 per share.

    These achievements reaffirm the resilience of our business model, the strength of our brands and the dedication of our team. Despite ongoing challenges in our industry and broader market volatility, we continued to deliver on our commitments to shareholders by maintaining disciplined operations, prudent financial management and consistent execution of our growth strategies.

    Our recent launch of was beyond magnificent and marked a new milestone for our brand. We are excited to give our shareholders who receive this newest flavor the opportunity to 'feel' the Wonder of Sunshine! With this fantasy flavor, we've once again changed the game - offering a sensory journey that goes beyond fruit, or even recognized flavors, and taps into something truly emotional and uplifting.



    We continued our momentum with the spring introduction of our variety pack , featuring , and the return of fan favorites and . Together, these flavors represent not just innovation, but the emotional connection we continue to build with our fans - one can at a time, with just a hint of flavor . . . and a lot of Wonder!

    The media's increased focus on improving the health of America supports our quest to hydrate and invigorate consumers with delicious and innocent refreshment. Our delightful and theme-oriented in-store displays, consumer 'experiential' engagements with selected retail partners coast-to-coast, and social media posts demonstrate the effectiveness of our marketing strategy and execution developed to continually reinforce brand awareness.

    What really matters most . . . isn't that we created a brand and gave it strength and significance - it's that we also made available a higher quality of life for our consumers, shareholders and Team National. This incredible accomplishment brings us pride and joy - and we would do it all over again . . .

    Over four decades, we have -

  • Provided consumers with refreshing, healthy hydration;

  • Contributed to improving lives financially for our employees and shareholders; and

  • Advanced public health by delivering products that promote healthier lifestyles across America.

    These accomplishments reflect our ability to create value in multiple dimensions - economic, social and health-related - and they are at the heart of our mission.

    So, as we share this milestone and look back with pride and ahead with enthusiasm, we want to salute each and every one of you. We are honored to have been granted the distinction of having an Imagination that generates a compelling ability to lead the entire sparkling water industry. We are so very fortunate to accept the wonderful good fortune that this Imagination has given Team National, and we are grateful for your loyalty and sharing our vision to be . . . Precise and Profound!



    NATIONAL BEVERAGE CORP.

    2025 ANNUAL REPORT ON FORM 10K



    United States Securities and Exchange Commission

    Washington, D.C. 20549

    FORM 10-K

    ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    For the Fiscal Year Ended May 3, 2025

    or

    • Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

Commission file number 1-14170



(Exact name of Registrant as specified in its charter)

Delaware 59-2605822

(State of incorporation) (I.R.S. Employer Identification No.)

8050 SW Tenth Street, Suite 4000, Fort Lauderdale, Florida 33324

(Address of principal executive offices including zip code)

Registrant's telephone number, including area code: (954) 581-0922 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, par value $.01 per share The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☑ No ☐

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 ☑ 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the common stock held by non-affiliates of Registrant computed by reference to the closing sale price of $45.34 on October 25, 2024 was approximately $1.1 billion.

The number of shares of Registrant's common stock outstanding as of June 30, 2025 was 93,620,246.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I PAGE

ITEM 1.

Business

1

ITEM 1A.

Risk Factors

13

ITEM 1B.

Unresolved Staff Comments

15

ITEM 1C.

Cybersecurity

16

ITEM 2.

Properties

17

ITEM 3.

Legal Proceedings

17

ITEM 4.

Mine Safety Disclosures

17

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and

18

ITEM 6.

Reserved

19

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results

19

ITEM 7A.

Quantitative and Qualitative Disclosure About Market Risk

25

ITEM 8.

Financial Statements and Supplementary Data

26

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and

52

ITEM 9A.

Controls and Procedures

52

ITEM 9B.

Other Information

53

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

53

PART II

Issuer Purchases of Equity Securities

of Operations

Financial Disclosure

ITEM 10.

Directors, Executive Officers and Corporate Governance

54

ITEM 11.

Executive Compensation

54

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and

55

ITEM 13.

Certain Relationships and Related Transactions, and Director

55

ITEM 14.

Principal Accounting Fees and Services

55

PART IV

ITEM 15.

Exhibits, Financial Statement Schedules

56

ITEM 16.

Form 10-K Summary

56

SIGNATURES

59

PART III

Related Stockholder Matters Independence

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