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): ~~October~~November 1714, 2025

BellRing Brands, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39093		87-3296749
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

2503 S. Hanley Road	St. Louis	Missouri	63144
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600

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 Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BRBR	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 15.0102. ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~As previously disclosed in the periodic reports filed by BellRing Brands, Inc.~~ (~~the “Company”~~d) ~~with~~Newly ~~the~~Elected UDirectors.S. Securities and Exchange Commission (the “SEC”), the Company is party to several class action lawsuits related to its Joint Juice product filed against its subsidiary, Premier Nutrition Company, LLC (“Premier Nutrition”), in the U.S. District Court for the Northern District of California and the Superior Court for the State of California, County of Alameda, seeking monetary damages and injunctive relief with respect to consumers in several states (described in the Company’s periodic reports as the “California Federal Class Lawsuit,” the “Related Federal Actions” and the “California State Case” and, together, the “Joint Juice Litigation”). As previously disclosed in the Company’s third quarter fiscal 2025 earnings release and quarterly report filed with the SEC, on June 25, 2025, Premier Nutrition reached a class-wide settlement in principle regarding the Joint Juice Litigation, under the terms of which Premier Nutrition would pay $90.0 million to resolve all claims related to the Joint Juice Litigation.

On ~~October~~November 1712, 2025, the ~~parties~~Board ~~executed a Stipulation~~ of ~~Settlement~~Directors ~~in the California Federal Class Lawsuit~~ (the “~~California Federal Settlement~~Board”). Onof ~~October~~the ~~20,~~Company ~~2025,~~approved ~~Plaintiff filed~~ an ~~unopposed~~increase ~~motion~~in ~~for~~the ~~preliminary~~size ~~approval~~ of the ~~California~~Board ~~Federal~~from ~~Settlement,~~seven ~~which~~(7) ~~motion remains pending. Pursuant~~ to ~~the~~eight ~~terms~~(8) ofmembers, ~~the~~effective ~~California~~January ~~Federal Settlement~~1, if2026. ~~the~~In ~~settlement~~connection ~~receives~~with ~~final~~this ~~court approval and becomes effective~~expansion, the ~~Company~~Board ~~will~~appointed ~~pay~~David ~~a total of $19~~I.2 ~~million~~Finkelstein ~~into a settlement fund~~ to ~~resolve~~fill the ~~California~~newly ~~Federal~~created ~~Class~~seat, ~~Lawsuit.~~also ~~The~~effective ~~California~~January ~~Federal~~1, ~~Settlement~~2026. Mr. ~~does~~Finkelstein’s ~~not~~initial ~~constitute~~term anwill ~~admission~~expire ofat ~~liability or wrongdoing by~~ the Company’s orAnnual ~~any~~Meeting of ~~its~~Shareholders ~~current~~in ~~or former directors or officers~~2026.

OnThe ~~October~~Board ~~22,~~has ~~2025,~~determined ~~the~~that ~~parties~~Mr. ~~executed~~Finkelstein asatisfies ~~Stipulation of Settlement in~~ the ~~Related~~requirements ~~Federal~~for ~~Actions~~independence and ~~the~~financial ~~California~~literacy ~~State~~under ~~Case (together,~~ the ~~“Multistate~~listing ~~Settlement”).~~standards Onof ~~October~~the ~~23,~~New ~~2025,~~York ~~Plaintiff~~Stock ~~filed~~Exchange anand ~~unopposed motion for preliminary approval of~~ the ~~Multistate~~Company’s ~~Settlement,~~Corporate ~~which~~Governance ~~motion remains pending~~Guidelines. ~~Pursuant~~On toNovember ~~the terms of the Multistate Settlement~~12, ~~if the settlement receives final court approval and becomes effective~~2025, the ~~Company~~Board ~~will~~also ~~pay~~appointed ~~a total of $70~~Mr.8 ~~million~~Finkelstein ~~into a settlement fund~~ to ~~resolve~~serve ~~the~~on ~~Related Federal Actions and~~ the ~~California~~Audit ~~State~~Committee ~~Case. The Multistate Settlement does not constitute an admission~~ of ~~liability or wrongdoing by~~ the ~~Company~~Board, oreffective ~~any~~January of1, ~~its current or former directors or officers~~2026.

~~There~~Mr. ~~can~~Finkelstein bewas noappointed ~~assurance~~to asthe toBoard after a thorough review of his qualifications by the ~~ultimate~~Corporate ~~outcome~~Governance and Compensation Committee of the ~~Joint~~Board. ~~Juice~~Mr. ~~Litigation,~~Finkelstein ~~including~~will noreceive ~~assurance~~compensation ~~that~~as a non-employee director in accordance with the ~~California~~Company’s ~~Federal~~non-employee ~~Settlement~~director ~~will~~compensation beprogram ~~approved~~described byin the UCompany’s Annual Proxy Statement filed with the Securities and Exchange Commission on December 17, 2024.S. ~~District~~There ~~Court~~is no arrangement or ~~that~~understanding ~~the~~between ~~Multistate~~Mr. ~~Settlement~~Finkelstein ~~will~~and beany ~~approved~~other bypersons ~~the~~pursuant ~~California~~to ~~Superior~~which ~~Court~~he was appointed as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. IfThe ~~either~~Company ~~the~~expects ~~California~~to ~~Federal~~enter ~~Settlement~~into orits ~~the~~standard ~~Multistate~~form ~~Settlement~~of isindemnification ~~not~~agreement ~~approved~~with Mr. Finkelstein, the ~~Company~~form ~~will~~of ~~continue~~which was previously filed as Exhibit 10.10 to ~~pursue~~the ~~its~~Company’s ~~legal~~Form ~~defenses~~10-K filed on November 19, 2024.

Item 97.01. ~~Financial~~ Regulation ~~Statements~~FD ~~and Exhibits~~Disclosure.

The Company issued a press release on November 14, 2025 announcing the announcing the expansion of the Board and the appointment of Mr. Finkelstein to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press Release dated November 14, 2025
104			Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

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: October 23, 2025	BellRing Brands, Inc.
Date: November 14, 2025	BellRing Brands, Inc.
	(Registrant)
	By:	/s/ Craig L. Rosenthal
	Name:	Craig L. Rosenthal
	Title:	Chief Legal Officer and Secretary

Filing Compare · BELLRING BRANDS, INC.