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): February 19, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (314 ) 644-7652
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
On February 19, 2026, the Corporate Governance and Compensation Committee of the Board of Directors of BellRing Brands, Inc. (the “Company”) approved a special grant of restricted stock units (“RSUs”) to certain of the Company’s named executive officers in the following amounts and values:
| Name and Principal Position | Number of RSUs | Grant Date Fair Value of RSUs | ||||||
Paul A. Rode Chief Financial Officer | 29,043 | $551,236 | ||||||
Douglas J. Cornille Chief Growth Officer | 27,209 | $516,427 | ||||||
Craig L. Rosenthal Chief Legal Officer, Chief Compliance Officer and Secretary | 26,349 | $500,104 | ||||||
Robin Singh Chief Supply Chain Officer - Premier Nutrition | 23,877 | $453,185 | ||||||
The RSUs are intended to promote retention during the previously disclosed CEO transition period and will vest in full on the first anniversary of the grant date. Vesting of the RSUs may be accelerated upon the occurrence of certain termination events.
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 thereunto duly authorized.
| Date: February 23, 2026 | BellRing Brands, Inc. | |||||||
| (Registrant) | ||||||||
| By: | /s/ Craig L. Rosenthal | |||||||
| Name: | Craig L. Rosenthal | |||||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||||