UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 11-K
______________________
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the year ended December 31, 2025
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 1-39093
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
BellRing Brands, Inc. 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
1 N Brentwood Blvd., Suite 1550
St. Louis, MO 63105
BellRing Brands, Inc.
401(k) Plan
Table of Contents
| Page | |||||
| Financial Statements | |||||
| Supplemental Information | |||||
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Report of Independent Registered Public Accounting Firm
Employee Benefit Trustees Committee and Plan Administrator
BellRing Brands, Inc. 401(k) Plan
St. Louis, Missouri
Opinion On The Financial Statements
We have audited the accompanying statements of net assets available for benefits of BellRing Brands, Inc. 401(k) Plan (the Plan) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis For Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplementary Information
The supplementary information in the accompanying Schedule H Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2025 and Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the year ended December 31, 2025 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplementary information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplementary information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplementary information. In forming our opinion on the supplementary information, we evaluated whether the supplementary information, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Rubin Brown LLP
St. Louis, Missouri
We have served as the Plan’s auditor since 2024.
June 23, 2026
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BellRing Brands, Inc.
401(k) Plan
Statements of Net Assets Available for Benefits
(in thousands)
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Investments, at fair value | $ | $ | |||||||||
| Notes receivable from participants | |||||||||||
| Net assets available for benefits | $ | $ | |||||||||
See accompanying Notes to Financial Statements.
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BellRing Brands, Inc.
401(k) Plan
Statement of Changes in Net Assets Available for Benefits
(in thousands)
Year Ended December 31, 2025 | |||||
Additions | |||||
Investment income: | |||||
| Interest and dividend income, investments | $ | ||||
Net appreciation in fair value, investments | |||||
Net investment income | |||||
| Contributions: | |||||
Company | |||||
| Participant | |||||
| Rollovers | |||||
| Total contributions | |||||
| Interest income from notes receivable from participants | |||||
Total additions | |||||
| Deductions | |||||
| Payment of benefits | |||||
| Administrative expenses | |||||
| Total deductions | |||||
Net increase in assets available for benefits | |||||
| Net assets available for benefits: | |||||
| Beginning of year | |||||
| End of year | $ | ||||
See accompanying Notes to Financial Statements.
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BellRing Brands, Inc. 401(k) Plan
Notes to Financial Statements
NOTE 1 – DESCRIPTION OF PLAN
The following description of the BellRing Brands, Inc. 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
In 2019, BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”) closed its initial public offering (the “IPO”). As a result of the IPO and certain other transactions completed in connection with the IPO, BellRing Brands, LLC, a Delaware limited liability company and subsidiary of Old BellRing (“BellRing LLC”), became the holder of the active nutrition business of Post Holdings, Inc. (“Post”), and Post maintained the remaining portion of economic interest in BellRing LLC. In 2022, BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“BellRing”) converted into a Delaware corporation and Post distributed a portion of its economic interest in BellRing to Post shareholders in a pro-rata distribution (the “Spin-off”).
Unless otherwise indicated or the context otherwise requires, all references in this report to “the Company” refer to Old BellRing and its consolidated subsidiaries during the periods prior to the Spin-off and BellRing and its consolidated subsidiaries during the periods subsequent to the Spin-off. The term “BellRing common stock” generally refers to Old BellRing Class A common stock, $0.01 par value per share, during the periods prior to the Spin-off and to BellRing common stock, $0.01 par value per share, during the periods subsequent to the Spin-off.
The Company adopted the Plan on January 1, 2020 (the “Effective Date”). The Company employees who were participants in the Post Holdings, Inc. Savings Investment Plan (the “Post Plan”) at the Effective Date ceased participation in the Post Plan and were no longer eligible to make contributions to the Post Plan. The Company’s current employees’ account balances in the Post Plan at the time of adoption were transferred from the trust for the Post Plan to the trust for the Plan (“trust-to-trust transfer”) following the Effective Date. The Company’s former employees’ account balances that were still in the Post Plan prior to the Effective Date were not transferred in the trust-to-trust transfer.
The Plan is a defined contribution plan, the purpose of which is to permit deferrals of compensation by eligible employees of the Company and of participating subsidiaries and affiliates and to provide these employees with the opportunity to invest in funds for the purpose of saving for retirement.
The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”). The Plan is designed to meet ERISA’s reporting and disclosure and fiduciary requirements, as well as to meet the minimum standards for participation and vesting. The Plan is also intended to qualify as a cash or deferred profit sharing plan under section 401(k) of the Code.
Plan Participation
All regular domestic employees are eligible to participate in the Plan subject to the Plan’s eligibility rules. Eligible employees generally may begin making employee deferrals on their date of hire.
Plan Administration
The Plan is administered by the Company. Certain ministerial functions associated with day-to-day administration of the Plan were historically delegated to Post under a master service agreement. Effective January 1, 2025, Post ceased providing services related to the Plan and all ministerial functions previously delegated to Post became the responsibility of the Company. Except for matters required by the terms of the Plan to be decided by the trustee or matters delegated to the Company’s Employee Benefit Trustees Committee (the “EBTC”), the Plan administrator has the exclusive right to interpret the Plan and to decide any and all matters arising under the Plan or in connection with its administration. The Plan designates the EBTC as having certain rights and obligations to control and manage Plan assets, to select investment funds available for investment by Plan participants and to appoint and remove the trustee and any investment managers retained in connection with the investment of Plan assets. The Plan designates the EBTC as the claims fiduciary for the Plan. Certain Plan expenses are paid by the Company.
Contributions
In 2025, the pre-tax contribution amount, Roth contribution (after-tax) amount or combination of pre-tax and Roth contributions was limited to $23,500 per calendar year for each participant, and a catch-up contribution for individuals age 50 or over was limited to $7,500 per calendar year for each participant. Subject to such limitations, participants may generally make Roth or pre-tax contributions of 1 % to 50 % of their compensation in 1 % increments.
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Participant contributions may be invested in any of the available investment funds except for the Post Common Stock Fund, discussed in more detail below. Participant contributions, and earnings thereon, are vested and non-forfeitable from the time made.
The Company generally matches a percentage of compensation that a participant contributes to the Plan up to 6 % of compensation, beginning on the first month following one year of service. Company safe harbor matching contributions and earnings thereon vest 100 % upon eligibility.
Investment Options
All contributions are deposited by the Company in trust funds held by Vanguard Fiduciary Trust Company (“Vanguard”) or any successor trustee as may be selected by the EBTC. The values of the trust funds change according to increases or decreases in the values of the investments, gains or losses on sales of investments held therein and income from dividends and interest. In addition, Vanguard Group, Inc. performs all record-keeping functions for the Plan. The trustee maintains as many separate investment funds within its trust funds, with such different investment objectives, as the EBTC deems advisable. Participants are able to allocate their contributions among the available investment options, including mutual funds, collective trusts and a BellRing Common Stock Fund.
At the beginning of the 2025 Plan year, the Plan offered a Post Common Stock Fund among its investment choices. Previously, this fund had been transferred to the Plan during its establishment through a trust-to-trust transfer, as described earlier. New investments in the Post Common Stock Fund were not permitted within the Plan. In March 2025, the Plan eliminated the Post Common Stock Fund as an investment option. Participants were notified of this change, and those who did not move their holdings from the Post Common Stock Fund to another available Plan investment by March 21, 2025, saw their investments automatically redirected into the Plan’s qualified default investment alternative.
Withdrawals, Notes Receivable and Forfeitures
Upon participant termination, retirement, disability or death, or in the event of termination of the Plan without establishment of a successor plan, the amount in the trust fund credited to each participant will be distributed to the participant or to the participant’s beneficiary or other legal representative. Under the Plan, a participant may elect from several alternatives regarding the timing of distributions. Plan withdrawals from certain contribution accounts may be made prior to termination or retirement if a participant is at least age 59-1/2 or for cases of hardship. Hardship withdrawals are limited to the amount required to meet the need created by the hardship and are made in accordance with guidelines determined by the Company, as defined within the Plan document.
The Plan, subject to certain rules and regulations, permits participants to borrow from their vested account balances. Such loans will be permitted for any purpose, provided certain Plan conditions and certain other conditions as prescribed by federal law are met. Generally, participants may borrow a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 % of their vested account balance. The loans are collateralized by the balance in the participant’s account and bear interest equal to the prime rate as most recently adjusted, on a quarterly basis, and as reported in The Wall Street Journal, plus one percentage point. Principal and interest are generally paid ratably through payroll deductions for each pay period in which the participant receives compensation from the Company.
Upon termination of employment, any Company matching contributions and the earnings thereon which are not vested will be forfeited, but will be restored if the participant again becomes an eligible employee within five years after termination. Amounts forfeited are used to fund Company matching contributions required under the Plan. There were no plan forfeitures during the year ended December 31, 2025.
Amendments and Termination
The Board of Directors of the Company delegated authority to amend the Plan to 1) the President and Chief Executive Officer, Chief Legal Officer and Senior Vice President of People of the Company, provided that any such amendment is not reasonably expected to increase the Company's liability with respect to the Plan by more than $5,000,000 , determined on a present value basis, and 2) the chairman of the EBTC, provided that any such amendment is not reasonably expected to increase the Company’s liability with respect to the Plan by more than $15,000,000 , determined on a present value basis. The Company may terminate the Plan or amend the Plan so that Company matching contributions cease, subject to the provisions of ERISA. In the case of Plan termination, non-forfeitable rights to the Company matching contributions credited to a participant’s account shall automatically vest.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared using the accrual basis of accounting.
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Use of Estimates
Notes Receivable from Participants
Payment of Benefits
Benefits are recorded upon distribution.
Investment Valuation
The Plan’s investments are stated at fair value or net asset value (“NAV”) for mutual funds, common stock funds, and collective trusts. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The EBTC determines the Plan’s valuation policies utilizing information provided by the Plan’s investment advisors and custodian. See Note 3 for discussion of fair value measurements.
Purchases and sales of investments are recorded on a trade-date basis. Net appreciation or depreciation in fair value of investments is comprised of net realized and unrealized gains and losses. Dividends are recorded on the ex-dividend date. Capital gain distributions are included in dividend income.
Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities may occur in the near term. If this occurs, a change in the value of participants' account balances could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.
NOTE 3 – FAIR VALUE MEASUREMENTS
The following table presents the Plan’s assets measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in Accounting Standards Codification Topic 820, “Fair Value Measurement.”
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| dollars in thousands | Total | Level 1 | Total | Level 1 | |||||||||||||||||||
| Mutual Funds | $ | $ | $ | $ | |||||||||||||||||||
Common Stock Funds (a) | |||||||||||||||||||||||
| Collective Trusts | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(a)As of December 31, 2025, the common stock held by the Plan consisted of BellRing common stock held in the BellRing Common Stock Fund. As of December 31, 2024, the common stock held by the Plan consisted of BellRing common stock held in the BellRing Common Stock Fund and Post common stock held in the Post Common Stock Fund. See Note 1 for information regarding the Post Common Stock Fund.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions.
The following is a description of the valuation methodologies used for assets measured at fair value:
Mutual Funds — Shares of mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
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Common Stock Funds — The BellRing Common Stock Fund as of December 31, 2025 and 2024, and Post Common Stock Fund as of December 31, 2024, are valued at quoted market prices of shares held by the Plan on the last business day of the Plan year plus any uninvested cash holdings.
Collective Trusts — The collective trusts are valued at the NAV of the units held by the Plan, which is based on the daily closing price of the funds as reported by the collective trust and available for participants to transact on. The daily closing price of the funds is readily determinable and based on the quoted market prices of the underlying assets held in the collective trusts. The collective trusts held by the Plan are deemed to be actively traded.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain investment securities could result in a different fair value measurement at the reporting date and it is therefore, at least reasonably possible, that these differences could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.
NOTE 4 – RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of BellRing common stock, and BellRing is a related party to the Plan. BellRing is the Plan sponsor and, therefore, these transactions also qualify as party-in-interest transactions under the provisions of ERISA. At December 31, 2025, these shares had a total cost basis of $1,053,671 and a fair market value of $995,283 . During 2025, the Plan purchased $319,149 and sold $113,560 of such assets. At December 31, 2024, these shares had a total cost basis of $859,882 and a fair market value of $2,426,085 . During 2024, the Plan purchased $225,278 and sold $397,310 of such assets.
In March 2025, the Plan discontinued the Post Common Stock Fund as an available investment alternative. For additional details about this fund’s termination, refer to Note 1. Prior to its removal, the Plan’s investments in this fund were comprised of holdings in Post common stock shares. Under ERISA regulations, transactions involving Post common stock were considered related party and party-in-interest transactions, as some Company directors also acted as officers and/or directors of Post. Furthermore, until January 1, 2025, Post supplied certain administrative services to the Plan through a master services agreement. As of December 31, 2025, the shares had a total cost basis and fair market value of $0 no share purchases under the Post Common Stock Fund and sold $506,436 of such assets. At December 31, 2024, these shares had a total cost basis of $215,371 and a fair market value of $520,247 . During 2024, the Plan made no share purchases under the Post Common Stock Fund and sold $27,612 of such assets.
The Plan invests in shares of mutual funds and units of collective trusts managed by an affiliate of Vanguard. Vanguard acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules.
In addition, the Plan issues loans to participants, which qualify as party-in-interest transactions under the provisions of ERISA and are exempt from the prohibited transaction rules.
Fees paid by the Plan for administrative services were $28,738 for the year ended December 31, 2025.
NOTE 5 – INCOME TAX STATUS
The Plan obtained its latest determination letter on October 29, 2020 in which the Internal Revenue Service (“IRS”) stated that the Plan, as designed as of May 27, 2020, was in compliance with the applicable requirements of the Code as a qualified plan exempt from income tax. The Plan has been amended since receiving the most recent determination letter. The Plan’s administrator and legal counsel believe the Plan is currently designed and being operated in compliance with the applicable requirements of the Code.
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BellRing Brands, Inc.
401(k) Plan
EIN 87-3296749 Plan 001
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2025
| Identity of Issuer, Borrower, Lessor or Similar Party | Description of Investment | Cost | Current Value | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Explorer Fund Admiral Shares | ** | $ | ||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Extended Market Index Fund Institutional Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Federal Money Market Fund | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Institutional Index Fund Instl Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard International Growth Fund Admiral Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard PRIMECAP Fund Admiral Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Real Estate Index Fund Institutional Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Small-Cap Index Fund Institutional Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Strategic Small-Cap Equity Fund | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Total Bond Market Index Fund Instl Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Total Intl Bond Index Fund Admiral Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Total Intl Stock Index Fund Instl Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Wellington Fund Admiral Shares | ** | |||||||||||
| * | The Vanguard Group | Mutual Fund - Vanguard Windsor II Fund Admiral Shares | ** | |||||||||||
Total Investment in Shares in Mutual Funds | ||||||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2020 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2025 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2030 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2035 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2040 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2045 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2050 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2055 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2060 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2065 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement 2070 Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Target Retirement Income Trust I | ** | |||||||||||
| * | The Vanguard Group | Collective Trust - Vanguard Retirement Savings Trust III | ** | |||||||||||
Total Investment in Units in Collective Trusts | ||||||||||||||
| * | BellRing Brands, Inc. | Common Stock Fund - BellRing Brands, Inc. Common Stock | ** | |||||||||||
| * | Participant Loans | Interest rates from Maturity dates through March 2035 | — | |||||||||||
| $ | ||||||||||||||
| * Party-in-Interest | ||||||||||||||
| ** Participant-directed investment | ||||||||||||||
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BellRing Brands, Inc.
401(k) Plan
EIN 87-3296749 Plan 001
Schedule H, Line 4a - Schedule of Delinquent Participant Contributions
For the Year Ended December 31, 2025
| Participant Contributions Transferred Late to Plan | Total that Constitute Nonexempt Prohibited Transactions | |||||||||||||||||||
| Check here if Late Participant Loan Repayments are included ☑ | Contributions Not Corrected | Contributions Corrected Outside VFCP | Contributions Pending Correction in VFCP | Total Fully Corrected Under VFCP and PTE 2002-51 | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
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EXHIBIT INDEX
| Exhibit No. | Description | ||||
| 23.1 | |||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the BellRing Brands, Inc. Employee Benefit Trustees Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 23, 2026 | BellRing Brands, Inc. | |||||||
| 401(k) Plan | ||||||||
| By: | /s/ Paul A. Rode | |||||||
| Name: Paul A. Rode | ||||||||
| Title: Chairman | ||||||||
| BellRing Brands, Inc. | ||||||||
| Employee Benefit Trustees Committee | ||||||||
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