MOLSON COORS BEVERAGE CO (Form: 8-K, Received: 04/14/2025 08:03:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported): April 12, 2025

MOLSON COORS BEVERAGE COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 001-14829

Delaware		84-0178360
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

P.O. Box 4030, BC555, Golden, Colorado 80401

111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, Canada H3C 2M1

(Address of principal executive offices, including zip code)

(303) 279-6565 / (514) 521-1786

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols	Name of each exchange on which registered
Class A Common Stock, par value $0.01	TAP.A	New York Stock Exchange
Class B Common Stock, par value $0.01	TAP	New York Stock Exchange
3.800% Senior Notes due 2032	TAP 32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Gavin D.K. Hattersley as President and Chief Executive Officer and Director

On April 12, 2025, Gavin D.K. Hattersley, President and Chief Executive Officer of Molson Coors Beverage Company (the “Company”) and a member of the Company’s Board of Directors (the “Board”), informed the Company and the Board that he intends to retire from the Company and as a member of the Board, in each case, by December 31, 2025 (the “Retirement”). Mr. Hattersley’s decision to retire was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Issuance of Retention Awards

To encourage retention of the Company’s executive team through the leadership transition, the Compensation and Human Resources Committee of the Board granted special retention awards of time-based restricted stock units (“RSUs”) under the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan (the “Plan”), effective as of April 14, 2025, to each of Tracey I. Joubert, the Company’s Chief Financial Officer, Michelle St. Jacques, the Company’s Chief Commercial Officer, Natalie G. Maciolek, the Company’s Chief Legal & Government Affairs Officer and Secretary, and the other direct executive reports of Mr. Hattersley who are not named executive officers of the Company.

The retention awards will have a grant date value that is approximately $4,000,000 for Ms. Joubert, and equal to the current base salary for Ms. St. Jacques and Ms. Maciolek: $750,282 for Ms. St. Jacques, and $627,314 for Ms. Maciolek. In the case of Ms. Joubert, 37.5% of her retention award will be eligible to vest on the first anniversary of the grant date and the remaining 62.5% on the second anniversary of the grant date. In the case of Mss. St. Jacques and Maciolek, 100% of their respective retention awards will be eligible to vest on the second anniversary of the grant date.

Each retention award is subject to the applicable recipient’s continued employment with the Company on such vesting dates and will terminate without vesting or further vesting, as applicable, if the recipient fails to be employed with the Company prior to the applicable vesting dates. Each respective retention award may accelerate in the event of involuntary termination without cause, death or disability (each, as defined in the retention award agreement).

The foregoing summary of the retention awards does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the form of retention award agreements, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2025.

Item 7.01. Regulation FD Disclosure.

On April 14, 2025, the Company issued a press release announcing the Retirement. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01 by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Document Description
99.1		News Release of Molson Coors Beverage Company dated April 14, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MOLSON COORS BEVERAGE COMPANY

Date:	April 14, 2025	By:	/s/ Natalie G. Maciolek
			Natalie G. Maciolek
			Chief Legal & Government Affairs Officer and Secretary

Exhibit 99.1

Molson Coors Beverage Company CEO Gavin Hattersley Announces Plans to Retire by End of 2025; Board Launches Search Process

Apr. 14, 2025 --GOLDEN, Colo. & MONTREAL--(BUSINESS WIRE)--Molson Coors Beverage Company (“Molson Coors” or the “Company”) (NYSE: TAP, TAP.A; TSX: TPX.A, TPX.B) today announced that after 28 years in the beer industry, including over six years as President and CEO of Molson Coors Beverage Company, Gavin Hattersley has informed the Company and the Board of Directors (the “Board”) that he intends to retire from the Company and as a member of the Board, in each case, by December 31, 2025.

In accordance with the Company’s established governance policies, the Board is launching a search led by the Governance Committee to identify and appoint the next CEO. The Committee will benefit from its existing CEO-succession process and will consider internal and external candidates. A nationally recognized search firm will assist the Committee through the process.

“Gavin has been a steady hand at the wheel as CEO, navigating through incredible challenges that no one could ever have predicted while guiding our Company to growth, strengthening our foundation, and setting us up for an even brighter future to come,” said Board Chair Geoff Molson. “Our business today stands on the shoulders of the many generations of the Molson and Coors families who have come before us. Gavin has lived up to their rich legacy, and he will retire having left an indelible mark on our business and the global beer industry. We are incredibly appreciative of his leadership.”

“Gavin has always been a leader you can count on to operate with integrity, share his views openly and honestly, bring teams together, and do what’s best for the business,” said Board Vice-Chair David Coors. “Whether it’s our people or our partners, Gavin’s leadership has helped everyone around our business be their best, and he’s put our Company on a path to an even brighter future. I want to thank Gavin for his many years of service, his leadership and his passion for our collective success.”

Hattersley will retire having built a reputation as a leader with high integrity and will leave a legacy of leading with a steady hand during times of external challenge and change. Having entered the beer industry with South African Breweries (SAB) in 1997, Hattersley served in leadership roles at SABMiller, MillerCoors and Molson Coors. When SAB acquired Miller in 2002, he was the first South African to move into the U.S. business, and he has been one of the key leaders who helped grow the business. Since then, the Company has grown both its top and bottom line substantially, reaching annual net sales revenue of $11.6 billion and underlying income before income taxes of $1.6 billion in 2024.

He was also heavily involved in the creation of the MillerCoors U.S. joint venture in 2008, serving as the business’s first CFO and later its CEO. Hattersley became CEO of Molson Coors in September 2019 and has led the Company to its strongest position since it was formed – returning the Company to growth under his Revitalization Plan and building on that growth with his Acceleration Plan.

In those six years, Molson Coors has delivered its two highest years of annual net sales revenue and its two highest years of underlying income before income taxes. The Company has reduced its net debt by nearly 40% since the end of 2019 and improved the balance sheet to its strongest position since the MillerCoors acquisition in 2016. It has premiumized its global portfolio and begun its transformation into a total beverage company. Hattersley also forged multiple partnerships in beer, including a joint venture with D.G. Yuengling and Sons, and beyond beer, including a relationship with The Coca-Cola Company and the commercialization rights to Fever-Tree in the U.S. Yet, he will contend that he is most proud of the amazing team he has helped create and the careers he has helped develop.

“We have accomplished so much over the past six years and one thing I’m certain of is that none of it would have been possible without each of the 16,000 people across our business,” said Hattersley in a message to Molson Coors employees. “You built the plans. You brought them to life. You pushed in the right places. You saw what others didn’t. You were willing to take smart risks, to live up to the rich history of our brands while building for an even brighter future. Whether you are on the Leadership Team or are just getting started in your career here, whether you work in the field, in our offices or in a brewery, whether you are in our largest market or our smallest, you are responsible for our success and you are leading Molson Coors to a brighter future.”

The Board’s intention is for the next CEO to build upon the successes of Hattersley’s Revitalization and Acceleration Plans, continuing to strengthen the Company’s core brands, premiumize its portfolio, expand beyond beer, and invest in the Company’s capabilities and people to achieve its long-term growth ambitions.

ABOUT MOLSON COORS BEVERAGE COMPANY

For more than two centuries, Molson Coors has brewed beverages that unite people for all life's moments. From our core power brands Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling, and Ožujsko to our above premium brands including Madrí Excepcional and Staropramen, Blue Moon Belgian White and Leinekugel’s Summer Shandy, to our economy and value brands like Miller High Life and Keystone Light, Molson Coors produces some of the most beloved and iconic brands. While Molson Coors’ history is rooted in beer, it offers a modern portfolio that expands beyond the beer aisle as well, including flavored beverages like Vizzy Hard Seltzer, spirits like Five Trail whiskey and non-alcoholic beverages. Molson Coors also has partner brands, such as Simply Spiked, ZOA Energy, among others, through license, distribution, partnership and joint venture agreements. As a business, our ambition is to be the first choice for our people, our consumers and our customers, and our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions. To learn more about Molson Coors Beverage Company, visit molsoncoors.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Words such as “expects,” “intend,” “goals,” “plans,” “believes,” “continues,” “may,” “anticipate,” “seek,” “estimate,” “outlook,” “trends,” “future benefits,” “potential,” “projects,” “strategies,” and variations of such words and similar expressions are intended to identify forward-looking statements. From time to time, the Company may also provide oral or written forward-looking statements in other materials the Company releases to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements by each of the Board Chair and the Board Vice-Chair and the contributions of the new CEO. In addition, statements that the Company makes in this press release that are not statements of historical fact may also be forward-looking statements.

Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Company’s historical experience, and present projections and expectations are disclosed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the risks discussed in our filings with the SEC, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CONTACTS

MEDIA CONTACT:
Rachel Gellman Johnson, Senior Director, Corporate Reputation
rachel.gellmanjohnson@molsoncoors.com

INVESTOR RELATIONS CONTACT:
Traci Mangini, Vice President, Investor Relations
traci.mangini@molsoncoors.com