DEF 14A of Molson Coors Beverage Co, Mar 25, 2026

DEF 14A of Molson Coors Beverage Co

Filed Mar 25, 2026 · FY20250001104659-26-034154

Open on EDGAR

  1. Director Nominee Highlights — Page 10

    Director Nominee Highlights — Page 10

  2. 2026 Director Nominee Snapshot

    2026 Director Nominee Snapshot

  3. Executive Compensation Governance Practices

    | | | | | | | Tie a significant portion of compensation to performance | | Design our executive compensation program to encourage excessive risk taking | | | Use a balance of short- and long-term incentive awards with diverse performance metrics for both | | Re-price stock options without stockholder approval | | | Award incentive compensation subject to clawback policies | | Provide excise tax gross ups to executives | | | Consider peer group and comparable industry data in setting compensation | | Allow hedging of Company stock | | | Establish significant executive and director stock ownership guidelines and evaluate compliance annually | | Award excessive perquisites | | | Retain an independent compensation consultant | | Offer excessive change in control or severance benefits | | | Actively engage with investors regarding executive compensation and governance practices | | Pay dividends or dividend equivalents prior to vesting of stock awards | | | | | Pay dividends or dividend equivalents on stock options |

  4. Executive Compensation Performance Measures & Results

    Executive Compensation Performance Measures & Results

  5. Performance Measures

    Performance Measures Collectively, the metrics for our short- and long-term incentive programs drive our executive team to focus on earning more, using less, and investing wisely. The performance measures are explained in detail below.

  6. Performance Measures

    | Business Goal | Performance Measures(1),(2) | Drivers | | Earn More | ● Underlying Income Before Income Taxes and Cumulative Underlying Income Before Income Taxes ● Underlying Free Cash Flow (FCF) ● Underlying Net Sales Revenue (NSR) and Cumulative Underlying NSR ● Relative Total Shareholder Return (TSR) | ● Build extraordinary brands ● Strengthen customer excellence ● Drive disruptive growth | | Use Less | ● Underlying Income Before Income Taxes and Cumulative Underlying Income Before Income Taxes ● Underlying FCF ● Cumulative Underlying Earnings Per Share ● Relative TSR | ● Drive synergies and cost savings ● Increase productivity ● Increase efficiency of spend | | Invest Wisely | ● Underlying Income Before Income Taxes and Cumulative Underlying Income Before Income Taxes ● Underlying FCF ● Cumulative Underlying Earnings Per Share ● Relative TSR | ● Brand-led growth opportunities ● Strengthen balance sheet ● Drive shareholder return |

  7. Performance Measures

    | 2026 Proxy Statement | | 7 |

  8. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

  9. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | 2025 MCIP Metric (Weight)(1),(2) | 2025 Highlights | | Underlying Income Before Income Taxes (50%) | The Enterprise achieved below threshold level performance on Underlying Income Before Income Taxes The Americas Business Unit achieved below threshold level performance on Underlying Income Before Income Taxes The EMEA&APAC Business Unit achieved between threshold and target level performance on Underlying Income Before Income Taxes | | Underlying FCF (20%) | The Enterprise achieved between threshold and target level performance on Underlying FCF The Americas Business Unit achieved between threshold and target level performance on Underlying FCF The EMEA&APAC Business Unit achieved below threshold level performance on Underlying FCF | | Underlying NSR (30%) | The Enterprise achieved below threshold level performance on Underlying NSR The Americas Business Unit achieved below threshold level performance on Underlying NSR The EMEA&APAC Business Unit achieved below threshold level performance on Underlying NSR | | 2023 to 2025 PSU Metric(1),(3) | 2023 to 2025 Highlights | | Relative TSR | Relative TSR over the three-year performance period was at the 60th percentile compared to the companies in the S&P 500 Consumer Staples Index at the end of the performance period, which permitted payout at target level performance. | | Cumulative Underlying Income Before Income Taxes | We achieved maximum level performance on 2023-2025 Cumulative Underlying Income Before Income Taxes. | | Cumulative Underlying NSR | We achieved above target level performance on 2023-2025 Cumulative Underlying NSR. |

  10. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | (1) Performance measures, with the exception of Relative TSR, are non-GAAP financial measures. See “2025 MCIP Performance Metrics” and “Long-Term Incentive (LTIP) Results” in the “Compensation Discussion and Analysis (CD&A)” section of this Proxy Statement for definitions of these non-GAAP financial measures. |

  11. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | (2) See “Annual Incentives” and “Long-Term Incentives” sections of this Proxy Statement for further information about our MCIP, LTIP and actual performance. |

  12. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | (3) These PSUs were granted in 2023 for the 2023-2025 performance period. Each of our NEOs other than Ms. Maciolek (who joined the Company in 2023) received these awards. |

  13. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | 8 | | 2026 Proxy Statement |

  14. MCIP and PSU Performance Results

    MCIP and PSU Performance Results

  15. MCIP and PSU Performance Results

    | | Incentive Plan | | | | | | 2025 Enterprise MCIP | 2025 Americas MCIP | 2025 EMEA&APAC MCIP | 2023 to 2025 PSUs | | Affected NEOs | Hattersley, Goyal(1), Joubert, Maciolek | Goyal(1), St. Jacques, Vohs | Whitehead | Hattersley, Goyal, Joubert, St. Jacques, Whitehead, Vohs | | Performance Result | 6% | 16% | 19% | 126% |

  16. MCIP and PSU Performance Results

    | (1) Mr. Goyal became President and CEO effective October 1, 2025 at which point he moved from the Americas MCIP plan to the Enterprise MCIP plan. |

  17. MCIP and PSU Performance Results

    | 2026 Proxy Statement | | 9 |

  18. MCIP and PSU Performance Results

    At the Annual Meeting, the holders of the Class A common stock and the Special Class A voting stock (as instructed by the holders of Class A exchangeable shares) (collectively, the Class A Holders) may not cast votes for a greater number of director nominees than the 11 Class A nominees named in this Proxy Statement, and the holders of the Class B common stock and the Special Class B voting stock (as instructed by the holders of the Class B exchangeable shares) (collectively, the Class B Holders) may not cast votes for a greater number of director nominees than the three Class B nominees named in this Proxy Statement. Each of the director nominees has consented to serve if elected. If any nominee becomes unavailable to serve as a director, a substitute nominee may be designated. In that case, the individuals named as proxies will vote for the substitute nominees designated. When determining the appropriate size of the Board, one objective is to fix a size that facilitates substantive discussions by the whole Board in which each director can participate meaningfully. Our Board has currently set the number of directors at 15, consisting of 12 Class A directors and three Class B directors. However, only 14 directors are being nominated for election at the Annual Meeting, leaving one Class A director vacancy, which must be held by a member of management according to our Restated Certificate of Incorporation, as amended to date (Restated Certificate of Incorporation). Our Board does not currently plan to fill this Class A director vacancy. As previously disclosed, on April 12, 2025, Gavin D.K. Hattersley notified the Board of his intent to retire as the Company’s President and CEO and a Class A Director of the Company, in each case, by December 31, 2025. On September 19, 2025, the Board appointed Rahul Goyal as the Company’s President and CEO and a Class A Director of the Company, effective, in each case, as of October 1, 2025, following the retirement of Gavin D.K. Hattersley from those same positions immediately prior to such appointments. Our Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended and restated to date (Bylaws) allow for our Board to change its size by resolution which must be approved by at least two-thirds of the authorized number of directors (including vacancies). However, any decrease in the number of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A voting stock, voting together as a class. In addition, any increase in the number of directors must be divisible by three, with one-third of such new directorships to be filled by the Governance Committee, one-third of such directorships to be filled by the Class A-C Nominating Subcommittee, and one-third of such directorships to be filled by the Class A-M Nominating Subcommittee. The following summaries set forth certain biographical information regarding each director nominee, including the particular knowledge, qualifications or areas of expertise considered for nomination to our Board. For more information on how the nominees are selected, please refer to the “Nomination Process” section of this Proxy Statement.

  19. MCIP and PSU Performance Results

    | 10 | | 2026 Proxy Statement |

  20. 2026 Nominees for Class A Directors

    2026 Nominees for Class A Directors

  21. 2026 Nominees for Class A Directors

    | David S. Coors Age 44 | KEY QUALIFICATIONS | | | David S. Coors, a fifth-generation member of the Coors family, brings to the Board extensive knowledge of the Company's history and culture, the unique perspective of a long-term, highly committed stockholder, and expertise in the beer business, both domestically and internationally. As Chairman of the Board and Head of Business Relations, he is focused on engagement with distributors, industry partners, and key external stakeholders. He previously served in various commercial sales and marketing positions across the portfolio, providing valuable experience and strategic insight as the Company drives our overall business growth strategy. | | | PROFESSIONAL EXPERIENCE | | | Molson Coors (2010 – Present) ● Head of Business Relations (2025 – Present) ● Executive Chairman, Coors Spirits Co., Molson Coors (2023 – 2025) ● Vice President, Next Generation Beverages, Molson Coors (2019 – 2023) ● Senior Director, Global Craft and Retail (2017 – 2018) ● General Manager, Australasia (2013 – 2016) ● Various management positions (2010 – 2013) | | Director Since: 2020 Board Chair Since: May 2025 | | | Committee(s): Governance Committee | OTHER EXPERIENCE | | | Other For-Profit Boards: ● Board of Directors, Adolph Coors Company LLC ● Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate ● Director, Coors Brewing Company ● Director, Blue Run Spirits, Inc. |

  22. 2026 Nominees for Class A Directors

    | 2026 Proxy Statement | | 13 |

  23. 2026 Nominees for Class A Directors

    | Peter J. Coors Age 49 | KEY QUALIFICATIONS | | | Peter J. Coors, a fifth-generation member of the Coors family, brings to the Board extensive knowledge of the Company's history and culture and the unique perspective of a long-term, highly committed stockholder. As a master brewer, he contributes extensive experience in the beer industry, including malting, brewing, and packaging along with a strong perspective, leadership, and expertise in the U.S. beer business and integrated supply chain matters. | | | PROFESSIONAL EXPERIENCE | | | Molson Coors (2001 – Present) ● Vice President and Plant Manager – Fort Worth Brewery (2026 – Present) ● Director of World Class Supply Chain (WCSC) & Operations (2025) ● Director of Capital Projects – G150 Project (2020 – 2025) ● Senior Manager of Quality Assurance (2018 – 2019) ● Senior Manager of International Craft Development (2016 – 2018) ● Brewery Manager, MillerCoors LLC (n/k/a Molson Coors Beverage Company USA LLC), our U.S. business (2014 – 2016) ● Trade and Consumer Quality Manager, MillerCoors LLC (2011 – 2014) ● Various management positions, Molson Coors, MillerCoors LLC and Coors Brewing Company (2001 – 2011) | | Director Since: 2025 | | | Committee(s): Governance Committee | | | | OTHER EXPERIENCE | | | Former U.S. Public Company Boards: ● Molson Coors Beverage Company (NYSE: TAP) (2015 – 2020) Other For-Profit Boards: ● Board of Directors, Adolph Coors Company LLC |

  24. 2026 Nominees for Class A Directors

    | Mary Lynn Ferguson-McHugh Age 66 | KEY QUALIFICATIONS | | | Ms. Ferguson-McHugh brings extensive global operational expertise and deep consumer goods insights from her more than 30-year career at Procter & Gamble. Her background includes significant experience in brand building, consumer research, human capital management, supply-chain operations, international markets, corporate transactions, and innovation. She has led initiatives to expand into new markets and adapt product portfolios to meet the evolving needs of consumers worldwide. | | | PROFESSIONAL EXPERIENCE | | | Procter & Gamble Company (NYSE: PG), a global consumer goods company (1986 – 2021) ● CEO of Family Care and New Business (2019 – 2021) ● Group President, Global Family Care and P&G Ventures (2015 – 2019) ● Group President, Western Europe and then as Group President, Europe (2011 – 2014) ● Various roles of increasing responsibility (1986 – 2010) | | Director Since: 2015 Independent Director | | | Committee(s): Compensation & HR (Chair) | OTHER EXPERIENCE | | | U.S. Public Company Boards: ● Smurfit Westrock plc (formerly, Smurfit Kappa plc) (NYSE: SW) since 2023 Other For-Profit Boards: ● Director, FJ Management Inc. (2025) |

  25. 2026 Nominees for Class A Directors

    | 14 | | 2026 Proxy Statement |

  26. 2026 Nominees for Class A Directors

    | Rahul Goyal Age 49 | KEY QUALIFICATIONS | | | Mr. Goyal brings to the Board significant knowledge and leadership of Molson Coors as our current President and CEO. His extensive global experience in strategy, finance, technology, and operations, and his long tenured service in senior management roles across the U.S., U.K., and India provide the Board with valuable insight and expertise. He also brings to our Board a deep understanding of our business, key markets, and long-term growth strategy, informed by his leadership of corporate strategy, M&A, and transformational initiatives. In addition, Mr. Goyal offers a broad strategic perspective and strong relationships throughout our global organization and across the industry. | | | PROFESSIONAL EXPERIENCE | | | Molson Coors (2001 – Present) ● President and CEO (2025 – Present) ● Chief Strategy Officer (2019 – 2025) ● Chief Corporate Strategy, M&A and Venturing Officer (2015 – 2019) ● CFO and Director, Molson Coors India Pvt. Ltd, our former Indian subsidiary (2011 – 2015) ● Chief Information Officer, Molson Coors Brewing Company (UK), our UK business (2009 – 2011) | | Director Since: 2025 | | | Committee(s): None | | | | OTHER EXPERIENCE | | | Other For-Profit Boards: ● Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate ● Director, Zoa Energy, LLC, a joint venture between Molson Coors and other third parties |

  27. 2026 Nominees for Class A Directors

    | Andrew T. Molson Age 58 | KEY QUALIFICATIONS | | | As a seventh-generation member of the Molson family, Andrew T. Molson provides the Board with deep knowledge of Molson Coors’ history, culture, and unique perspective of a long – term, highly committed stockholder. He brings significant leadership experience and extensive expertise in public relations and corporate governance, supported by his service on the boards of multiple public and private companies. Additionally, he provides a strong perspective, leadership, and expertise in the Canadian beer business. | | | PROFESSIONAL EXPERIENCE | | | AVENIR GLOBAL, a network of strategic communications firms across Canada, the United States, Europe and the Middle East. (1997 – Present) ● Chairman (1997 – Present) | | Director Since: 2005 | OTHER EXPERIENCE | | Committee(s): Governance | Canadian Public Company Boards: ● Dundee Corporation (TSX: DC.A) since 2015 Former U.S. Public Company Boards: ● Theratechnologies Inc. (Nasdaq: THTX; TSX: TH) (2020 – 2025) Other For-Profit Boards: ● Director, CH Group Limited Partnership ● Director, Groupe Deschênes Inc. ● Director, La Maison Simons Inc. |

  28. 2026 Nominees for Class A Directors

    | 2026 Proxy Statement | | 15 |

  29. 2026 Nominees for Class A Directors

    | Geoffrey E. Molson Age 55 | KEY QUALIFICATIONS | | | As a seventh-generation member of the Molson family, Geoffrey E. Molson provides the Board with deep knowledge of Molson Coors’ history, culture, and unique perspective of a long – term, highly committed stockholder. He also brings experience in the sports and entertainment industry, which is an important marketing platform for Molson Coors. In addition, Geoffrey E. Molson provides valuable experience in beer sales, marketing, distributor development, and key account management, where he played a strategic role in the development of the Molson Coors’ brand and in forging partnerships with key stakeholders. | | | PROFESSIONAL EXPERIENCE | | | CH Group Limited Partnership, a sports and entertainment company and owner of the Montréal Canadiens, the Bell Centre, L’Équipe Spectra and Gestion evenko (2009 – Present) ● General Partner (2009 – Present) ● President and CEO (2011 – Present) Molson Coors (2009 – Present) ● Ambassador, representing the Molson family in key strategic areas of our business Molson Inc. (1999 – 2009) ● Various roles of increasing responsibility, including its former U.S. business (1999 – 2009) | | Director Since: 2009 Board Vice Chair Since: May 2025 | | | Committee(s): Governance (Chair) | | | | OTHER EXPERIENCE | | | Other For-Profit Boards: ● Director, AVENIR GLOBAL ● Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate |

  30. 2026 Nominees for Class A Directors

    | 16 | | 2026 Proxy Statement |

  31. 2026 Nominees for Class A Directors

    | Nessa O’Sullivan Age 61 | KEY QUALIFICATIONS | | | Ms. O’Sullivan brings more than 30 years of financial, accounting, and executive leadership experience to the Board, including service as Chief Financial Officer and Executive Director of a global logistics company. Her background as a senior finance executive at multinational organizations provides the Board with significant expertise in complex financial reporting, risk management, capital allocation, and supply chain and logistics operations, all of which are highly relevant to Molson Coors’ global business. | | | PROFESSIONAL EXPERIENCE | | | Brambles Limited (ASX: BXB), a global logistics company (2016 – 2023) ● Executive Director (2017 – 2023) ● CFO (2016 – 2023) Coca-Cola Amatil Limited (ASX: CCL), an Australian bottler of non-alcoholic beverages (2005 – 2015) ● Group CFO roles (2008 – 2015) ● Various roles of increasing responsibility (2005 – 2007) Yum! Brands, Inc. (NYSE: YUM), a quick service food corporation (1993 – 2005) ● CFO SOPAC Region & VP Finance (2000 – 2005) ● Various financial and commercial roles (1993 – 2000) Tyco Grinnell, a fire protection system manufacturer (1990 – 1993) ● Regional Financial Controller (1990 – 1993) Price Waterhouse, an accounting firm (1985 – 1990) ● Auditor/Consultant (1985 – 1990) | | Director Since: 2020 Independent Director | | | Committee(s): Audit (Chair) and Finance | | | | OTHER EXPERIENCE | | | Former Australian Public Company Boards: ● Brambles Limited (ASX: BXB) 2017 – 2023 |

  32. 2026 Nominees for Class A Directors

    | 2026 Proxy Statement | | 17 |

  33. 2026 Nominees for Class A Directors

    | H. Sanford Riley Age 74 | KEY QUALIFICATIONS | | | Mr. Riley contributes to the Board a deep understanding of the Company, strong institutional knowledge, and valuable perspective gained through his many years of service as a director. His more than a decade of service as the Independent Governance Committee Member has allowed him to build trusted relationships with the Coors and Molson families, independent directors, and management. He additionally brings significant finance and corporate governance expertise through his executive leadership and board experience with several highly regulated global companies. | | | PROFESSIONAL EXPERIENCE | | | Former Richardson Financial Group Limited, a specialized financial services company (2003 – 2026) ● President and CEO (2003 – 2026) | | Director Since: 2005 Independent Director | | | Committee(s): Compensation & HR | OTHER EXPERIENCE | | | U.S. Public Company Boards: ● Chair of CPI Card Group (Nasdaq: PMTS) since 2023 Former Canadian Public Company Boards: ● RF Capital Group Inc. (TSX: RCG) (2021 – 2025) ● The North West Company (TSX: NWC) (2002 – 2022) ● Canadian Western Bank (TSX: CWB) (2011 – 2022) Other For-Profit Boards: ● Director, Loewen Windows ● Director, Agi3 Ltd. |

  34. 2026 Nominees for Class A Directors

    | Jill Timm Age 52 | KEY QUALIFICATIONS | | | With more than two decades of financial leadership experience at a large public company retailer, including her current role as Chief Financial Officer, Ms. Timm brings to the Board extensive financial expertise in strategic planning, risk management, accounting, and financial reporting. She provides valuable insight into effective capital allocation, financial management, and operational efficiency. In addition, she offers a strong understanding of public company stakeholder considerations and significant experience with digital platforms and technology. | | | PROFESSIONAL EXPERIENCE | | | Kohl’s Corporation (NYSE: KSS), a leading North American omnichannel retailer (1999 – Present) ● Chief Financial Officer (2019 – Present) ● Executive Vice-President, Finance (2017 – 2019) ● Senior Vice President, Finance (2012 – 2017) ● Vice President, Finance (2008 – 2012) ● Various roles of increasing responsibility (1999 – 2008) Arthur Andersen LLP, an accounting firm (1995 – 1999) ● Senior Auditor (1995 – 1999) | | Director Since: 2023 Independent Director | | | Committee(s): Audit, Technology, and Finance | |

  35. 2026 Nominees for Class A Directors

    | 18 | | 2026 Proxy Statement |

  36. 2026 Nominees for Class A Directors

    | Leroy J. Williams, Jr. Age 61 | KEY QUALIFICATIONS | | | Mr. Williams brings to the Board extensive expertise in cybersecurity, digital strategy, and e-commerce, informed by more than two decades of experience as a Global Chief Information Officer and as CEO of an information technology consulting firm. He also contributes valuable knowledge in finance and capital allocation, enterprise risk management, and the application of artificial intelligence and technology in business. In addition, he has significant experience leading large scale, complex transformational initiatives across global organizations. | | | PROFESSIONAL EXPERIENCE | | | CyberTekIQ, LLC, an information technology consulting firm (2016 – Present) ● Founder and CEO (2016 – Present) Ball Corporation, a global packaging provider (NYSE: BLL) (2005 – 2016) ● Global Chief Information Officer (2005 – 2016) State of Colorado (2001 – 2005) ● Secretary of Technology ● Statewide Chief Information Officer ● Acting Executive Director for the Department of Labor & Employment Qwest Communications and its affiliates, telecommunications companies ● Various roles of increasing responsibility Norwest (now Wells Fargo), a financial services company ● Senior Technical Consultant United States Army ● Telecommunications Specialist | | Director Since: 2022 Independent Director | | | Committee(s): Audit, Technology (Chair), and Finance | | | | OTHER EXPERIENCE | | | U.S. Public Company Boards: ● UMB Financial Corporation (NYSE: UMBF) since 2016 Other For-Profit Boards: ● Director, J.E. Dunn Construction Group |

  37. 2026 Nominees for Class A Directors

    | 2026 Proxy Statement | | 19 |

  38. 2026 Nominees for Class A Directors

    | James “Sandy” A. Winnefeld, Jr Age 69 | KEY QUALIFICATIONS | | | Admiral Winnefeld has extensive expertise in global regulatory and government affairs from his over 35-year career in the United States Navy. He brings to the Board extensive leadership, information technology and cybersecurity, and human capital management experience. Additionally, he provides valuable enterprise risk management perspectives and insights into international regions through his government background and experience as a board member and advisor of several public and private companies. | | | PROFESSIONAL EXPERIENCE | | | United States Navy (1978 – 2015) ● Vice Chairman of the Joint Chiefs of Staff (the United States’ number two ranking military officer) (2011 – 2015) ● Various positions of increasing responsibility, including Commander, U.S. Northern Command (USNORTHCOM); Commander, North American Aerospace Defense Command (NORAD); Commander, U.S. Sixth Fleet; and Commander, Allied Joint Command Lisbon, United States Navy (1978 – 2011) | | Director Since: 2020 Independent Director | | | Committee(s): Audit, Technology, and Compensation & HR | OTHER EXPERIENCE | | | Former U.S. Public Company Boards: ● RTX Corporation (formerly Raytheon Technologies Corporation) (NYSE: RTX) (2017 – 2026) Other For-Profit Boards: ● Chair, Cytec Defense Materials LLC ● Director, Enterprise Holdings, Inc. ● Director, HawkEye 360, Inc. |

  39. 2026 Nominees for Class A Directors

    | 20 | | 2026 Proxy Statement |

  40. 2026 Nominees for Class B Directors

    2026 Nominees for Class B Directors

  41. 2026 Nominees for Class B Directors

    | Christian “Chris” P. Cocks Age 52 | KEY QUALIFICATIONS | | | With significant executive leadership experience as Chief Executive Officer of Hasbro, Inc., a global games, IP, and toy company, Mr. Cocks brings to the Board expertise in brand management, digital transformation, enterprise strategy, and consumer engagement. Since 2022, he has led Hasbro’s expansion into new categories and markets, strengthening its position as the top IP licensor in digital gaming and a top global consumer products licensor. He also provides valuable insight into multi-channel consumer engagement, large-scale growth initiatives, talent development, and strategic execution as the architect of Hasbro’s Playing to Win strategy. | | | PROFESSIONAL EXPERIENCE | | | Hasbro, Inc., a multinational toy manufacturing and entertainment holding company (Nasdaq: HAS) (2016 – Present) ● CEO (2022 – Present) ● President and Chief Operating Officer of Wizards of the Coast and Digital Gaming (2021 – 2022) ● President of Wizards of the Coast (2016 – 2021) Microsoft Corporation (Microsoft), a multinational technology conglomerate (Nasdaq: MSFT) (1999 – 2005, 2008 – 2016) ● Vice President, OEM Engineering (2008 – 2016) ● Various positions of increasing responsibility (1999 – 2005) LeapFrog Enterprises, Inc., a provider of electronic learning products (2006 – 2008) ● Vice President, Educational Games (2006 – 2008) | | Director Since: 2025 Independent Director | | | Committee(s): Audit, Technology, and Compensation & HR | |

  42. 2026 Nominees for Class B Directors

    | Roger G. Eaton Age 65 | KEY QUALIFICATIONS | | | Mr. Eaton brings to the Board extensive experience in global brand management, operations, and finance. He possesses strong leadership, accounting, and financial expertise, along with substantive international business experience that provides valuable perspective on financial positioning and capital allocation. He also offers significant expertise in corporate strategy, mergers and acquisitions, and international business matters. | | | PROFESSIONAL EXPERIENCE | | | Yum! Brands, Inc., a quick service food corporation (NYSE: YUM) (1990 – 1995, 2000 – 2019) ● CEO, KFC (2015 – 2019) ● Chief Operations Officer, Yum! Brands, Inc. (2011 – 2015) ● Operational Excellence Officer, Yum! Brands, Inc. (2011) ● CEO and President, KFC USA (2008 – 2011) ● Senior Vice President/Managing Director, YUM! Restaurants International South Pacific (2000 – 2008) ● Various regional CEO and CFO responsibilities (1990 – 1995) Hoyts Corporation, an entertainment company and cinema owner and operator (1995 – 2000) ● Chief Operating Officer, Hoyts Cinema Australia Limited (1998 – 2000) ● President, Hoyts USA Limited (1995 – 1998) | | Director Since: 2012 Independent Director | | | Committee (s): Audit, Finance (Chair), and Governance (Independent Governance Committee Member) | | | | OTHER EXPERIENCE | | | Other For-Profit Boards: ● Director, Arnott’s Biscuits Holdings Pty Limited |

  43. 2026 Nominees for Class B Directors

    | 2026 Proxy Statement | | 21 |

  44. 2026 Nominees for Class B Directors

    | Charles M. Herington Age 66 | KEY QUALIFICATIONS | | | Mr. Herington brings to the Board more than 40 years of experience in marketing, brand building, and consumer insights. He also offers deep knowledge of international markets and significant leadership experience in global operations, particularly in Latin America. In addition, he contributes substantial risk management and strategic expertise through his service on the boards of multiple public and private companies. | | | PROFESSIONAL EXPERIENCE | | | Zumba Fitness LLC, a worldwide provider of dance fitness classes (2012 – Present) ● Executive Chairman (2012 – Present) ● Chief Operating Officer, Vice-Chairman and President of Global Operations (2012 – 2025) Avon Products Inc., a multinational cosmetics, skin care, fragrance and personal care company (2006 – 2012) ● Executive Vice-President of Developing and Emerging Markets Group (Office of the Chairman) (2006 – 2012) America Online, web portal and online service provider (1999 – 2006) ● President and CEO, America Online (AOLA) Latin America (1999 – 2006) Revlon, multinational cosmetics, skin care, fragrance and personal care company (1997 – 1999) ● President, Latin America (1997 – 1999) PepsiCo, Inc. (Nasdaq: PEP), a multinational food, snack, and beverage corporation (1990 – 1997) ● Division President, PepsiCo Restaurants Latin America (1990 – 1997) The Procter & Gamble Company (NYSE: PG), a global consumer goods company (1981 – 1990) ● Various brand management positions (1981 – 1990) | | Director Since: 2005 Independent Director | | | Committee(s): Audit and Finance | | | | OTHER EXPERIENCE | | | Former U.S./Canadian Public Company Boards: ● Gildan Activewear Inc. (NYSE/TSX: GIL) (2018 – 2024) Other For-Profit Boards: ● Director, Quirch Foods, LLC ● Director, HyCite Enterprises, LLC ● Director, Accupac, LLC |

  45. Position of Director Emeritus

    Position of Director Emeritus Eric H. Molson has served as a Director Emeritus since May 2009. Peter H. Coors has served as a Director Emeritus since May 2025. Under our Bylaws, a Director Emeritus shall provide consulting and advisory services to the Board as requested from time to time by the Board and may be invited to attend meetings of the Board on a non-voting basis.

  46. Nomination Process

    | (1) The Class A-C Nominating Subcommittee and the Class A-M Nominating Subcommittee each cease to have the power to make nominations and fill vacancies if the Coors Trust and certain Coors family stockholders, in the case of the Class A-C Nominating Subcommittee, or Pentland Securities (1981) Inc. (Pentland) and certain Molson family stockholders, in the case of the Class A-M Nominating Subcommittee, fall below certain ownership thresholds. The required thresholds are all currently satisfied. |

  47. Our Long-Term Family Stakeholders

    Our Long-Term Family Stakeholders Molson Coors is the proud combination of two family controlled publicly listed companies that came together in 2005: Molson, Inc. (Molson) and Adolph Coors Company (Coors). Molson traces its roots back to 1786, making it North America’s oldest beer company, and Coors was originally founded in 1873. We believe the long history of the involvement and ownership of the Molson and Coors families is one of our greatest strengths. Our Company continues to thrive because of having two dedicated family stakeholder bases with a long-term ownership perspective. Generations of Molson and Coors family members have actively served on our Board and been engaged in the business, which demonstrates their families’ interest in and commitment to the long-term success of our Company. Currently, Andrew T. Molson and Geoffrey E. Molson, each sixth generation Molson family members engaged in the business, are active members of our Board. In addition, David S. Coors and Peter J. Coors each sons of Peter H. Coors, and each fifth generation Coors family members, are engaged in the business as active employees and are also active members of our Board. We strongly believe that the Molson and Coors families’ control and their long-term stewardship have provided, and will continue to provide, a strategic advantage to our Company. Historically, the family ownership structure has helped to maintain stability and mitigate certain short-term pressures typically faced by widely held companies, which has allowed the Board and management to focus on more long-term sustainable growth that generally benefits all stockholders. This strategic advantage is sustained by a careful balancing of the roles of our Board, management, and all our stockholders—including the Molson and Coors families. We also recognize the important role that our independent directors play in our Company. Despite our “controlled company” nature, a majority of our Board is independent and, as discussed further above, our Independent Governance Committee Member plays a crucial role in helping to confirm the interests of all directors are taken into consideration on matters, including through acting as chair of the executive sessions of solely independent directors.

  48. Our Long-Term Family Stakeholders

    | 2026 Proxy Statement | | 37 |

  49. Our Long-Term Family Stakeholders

    The family members also play an important role in upholding our corporate culture, which has helped us to attract and retain top talent. In addition, management effectively cultivates its relationship with the Molson and Coors family members through a variety of channels, including regular Board and committee interaction, investing in future growth opportunities and supporting Molson Coors’ vision to unite people and celebrate all life’s moments.

  50. General

    General We use a combination of cash and stock-based compensation to ensure we can attract and retain high-caliber individuals to serve on our Board. The Compensation & HR Committee, with assistance from the Compensation Consultant, reviews and makes recommendations to our Board annually with respect to the form and amount of director compensation. In setting director compensation, the Compensation & HR Committee considers the significant amount of time that directors expend in fulfilling their duties to our Company and the skill level required of our Board members, as well as the compensation of directors at our peer companies. Our overall director compensation approach is to target the median of our peer group described in the “Compensation Discussion & Analysis (CD&A)” section of this Proxy Statement for both cash and stock-based elements.

  51. 2025 Compensation

    2025 Compensation Directors received an annual cash retainer and an annual equity grant in the form of restricted stock units (RSUs), as shown below. Amounts paid are prorated according to dates of service.

  52. 2025 Compensation

    | | Compensation Element | | | | | Cash | | Total Annual | | | Retainer | RSUs | Retainer | | Role | ($) | ($) | ($) | | All Directors (base retainer) | 115,000 | 170,000 | 285,000 | | Board Chair and Board Vice Chair | 205,000 | 170,000 | 375,000 | | Independent Governance Committee Member | 135,000 | 170,000 | 305,000 | | Audit Committee Chair | 140,000 | 170,000 | 310,000 | | Technology Subcommittee Chair | 135,000 | 170,000 | 305,000 | | Compensation & HR Committee Chair | 137,500 | 170,000 | 307,500 | | Finance Committee Chair | 135,000 | 170,000 | 305,000 |

  53. 2025 Compensation

    In addition, directors are reimbursed for any expenses incurred while attending our Board or any committee meetings and in connection with any other Company business. Board members also received tax reporting and filing assistance given the complexities created by having Board meetings across multiple countries and tax jurisdictions. After a review of our peer group median reference points with the Compensation Consultant, in May 2025 the Compensation & HR Committee recommended and the Board approved a $10,000 increase to the annual cash retainer for all directors, a $5,000 increase to the Annual RSU grant, a $2,500 increase to the Compensation & Human Resources Committee Chair cash retainer, a $5,000 increase to the Finance Committee Chair cash retainer, and a $5,000 increase to the Technology Subcommittee Chair cash retainer, all effective May 2025. Under our Directors’ Stock Plan, non-Molson and non-Coors family directors may elect to receive 0%, 50% or 100% of their annual cash retainer in the form of either: (i) shares of Class B common stock; or (ii) deferred stock units (DSUs), with the balance in each case being paid in cash. Molson and Coors family directors receive their entire retainer and any Chair or Vice Chair retainer, as applicable, in cash. DSUs represent the right to receive shares of Class B common stock when the director’s service on our Board terminates. Upon departure from the Board, directors who have elected DSUs are paid a cash amount equal to the dividends that would have been paid during the vesting period had each DSU been an actual share of Class B common stock. Rahul Goyal, our President and CEO, and Gavin D.K. Hattersley, our former President and CEO, do not and did not receive any compensation for their respective service on the Board. See the “Executive Compensation” section of this Proxy Statement for each of Mr. Goyal’s and Mr. Hattersley’s compensation as President and CEO of the Company, as applicable.

  54. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation by our Company to directors, except for Mr. Goyal and Mr. Hattersley, for the year ended December 31, 2025. As noted above, Mr. Goyal, as our President and CEO, does not (and Mr. Hattersley, our former President and CEO, did not) receive any compensation for their respective service on the Board.

  55. Director Compensation Table

    | | Fees Earned or | | | | | | Paid in | Stock | All Other | | | | Cash(1) | Awards | Compensation | Total | | Current Directors | ($) | ($) | ($) | ($) | | Christian “Chris” P. Cocks(2) | 72,682 | 170,000 | — | 242,682 | | David S. Coors(3) | 201,291 | 170,000 | — | 371,291 | | Peter J. Coors(2,3) | 72,637 | 170,000 | — | 242,637 | | Roger G. Eaton | 142,129 | 170,000 | — | 312,129 | | Mary Lynn Ferguson-McHugh | 132,864 | 170,000 | — | 302,864 | | Charles M. Herington | 111,363 | 170,000 | — | 281,363 | | Andrew T. Molson | 111,291 | 170,000 | — | 281,291 | | Geoffrey E. Molson(4) | 201,291 | 170,000 | 89,403 | 460,694 | | Nessa O’Sullivan | 136,291 | 170,000 | — | 306,291 | | H. Sanford Riley | 118,709 | 170,000 | — | 288,709 | | Jill Timm | 111,291 | 170,000 | — | 281,291 | | Leroy J. Williams, Jr.(5) | 136,325 | 170,000 | — | 306,325 | | James “Sandy” A. Winnefeld, Jr. | 111,291 | 170,000 | — | 281,291 | | Former Directors | | | | | | Julia M. Brown(6) | 65,192 | — | — | 65,192 | | Peter H. Coors(6) | 65,192 | — | — | 65,192 |

  56. Director Compensation Table

    | (1) As described below in “Fees Earned or Paid in Cash Elections”, certain directors elected to receive a portion of the above fees in the form of DSUs or shares of the Company stock pursuant to our deferred compensation program for directors. In the case of DSUs or shares, the cash equivalent at the time of grant is used and rounded up to the nearest whole share. |

  57. Director Compensation Table

    | (2) Mr. Cocks and Peter J. Coors were each appointed as a director effective May 14, 2025. The amount above reflects their respective prorated retainers for their service during 2025. |

  58. Director Compensation Table

    | (3) In addition to his director compensation reflected in the table above, David S. Coors received compensation of approximately $395,295 in 2025 as an employee of our Company, which included salary, bonus and equity awards consisting of PSUs, RSUs, and Stock Options. Assuming maximum-level performance for the PSUs, the aggregate compensation would be increased by $74,393. David S. Coors has also served as Board Chair since May 15, 2025. In addition to his director compensation reflected in the table above, Peter J. Coors received compensation of approximately $259,473 in 2025 as an employee of our Company, which included salary, bonus and equity awards consisting of RSUs and Stock Options. |

  59. Director Compensation Table

    | (4) In addition to his role on the Board, Geoffrey E. Molson, through an entity controlled by him, received CAD $124,865 in 2025 for consultant services rendered to our Company in an ambassadorial role, shown in the “All Other Compensation” column above. A CAD to USD 2025 YTD exchange rate of 0.716 was used to convert Geoffrey E. Molson’s ambassadorial role fees. Geoffrey E. Molson has also served as Board Vice Chair since May 15, 2025. |

  60. Director Compensation Table

    | (5) Mr. Williams serves as the Chair of the Technology Subcommittee and the amount above reflects a prorated cash retainer of $10,639 for his service as the Chair of the Technology Subcommittee during 2024. |

  61. Director Compensation Table

    | (6) Both Ms. Brown and Peter H. Coors served as Directors through May 14, 2025. The amounts reflected above are prorated for their service during 2025 and include unvested shares that accelerated upon retirement from the board, resulting in each receiving $465,894 in RSUs and $28,679 in dividends. |

  62. Director Compensation Table

    | 2026 Proxy Statement | | 41 |

  63. Director Compensation Table

    On May 15, 2025, each director received an annual equity grant of 3,022 RSUs with a grant date fair value of $56.27 per unit and an aggregate grant date fair value of $170,048. The grant date fair value is calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification 718, Compensation-Stock Compensation (FASB Topic 718). The assumptions used to calculate these amounts are described in Note 16 “Share-Based Payments” to our Company’s consolidated financial statements in the Annual Report. The RSUs cliff vest on May 15, 2028, or upon retirement of the director from our Board, whichever comes first. Upon vesting of RSUs, the director is paid a cash amount equal to the dividends that would have been paid during the vesting period had each RSU been an actual share of Class B common stock.

  64. Outstanding Equity Awards

    Outstanding Equity Awards The table below summarizes each director’s outstanding RSUs and DSUs as of December 31, 2025.

  65. Outstanding Equity Awards

    | Current Directors | RSUs(1) | DSUs(2) | | Christian “Chris” P. Cocks | 3,022 | — | | David S. Coors | 8,562 | — | | Peter J. Coors | 3,022 | — | | Roger G. Eaton | 8,562 | 20,581 | | Mary Lynn Ferguson-McHugh | 8,562 | — | | Charles M. Herington | 8,562 | 27,646 | | Andrew T. Molson | 8,562 | — | | Geoffrey E. Molson | 8,562 | — | | Nessa O’Sullivan | 8,562 | 7,320 | | H. Sanford Riley | 8,562 | 15,668 | | Jill Timm(3) | 6,992 | — | | Leroy J. Williams, Jr. | 8,562 | — | | James “Sandy” A. Winnefeld, Jr. | 8,562 | — | | Former Directors | | | | Julia M. Brown | — | — | | Peter H. Coors | — | — |

  66. Outstanding Equity Awards

    | (1) Represents the underlying shares of Class B common stock issuable upon vesting, retirement from our Board, death or disability, and settlement, as applicable; Excludes 1,755 outstanding RSUs received by David S. Coors, and 1,407 outstanding RSUs received by Peter J. Coors in conjunction with their service as employees of the Company. |

  67. Outstanding Equity Awards

    | (2) Represents the underlying shares of Class B common stock issuable within thirty days after termination of service as a member of our Board, and settlement, as applicable. |

  68. Outstanding Equity Awards

    | (3) Includes a prorated annual equity grant of 1,097 RSUs awarded to Ms. Timm in January 2024 for partial year service in 2023. |

  69. Outstanding Equity Awards

    | 42 | | 2026 Proxy Statement |

  70. Linking Compensation to Strategy

    Linking Compensation to Strategy Our overall business strategy drives our compensation philosophy and the choices we make as a business. Our two primary focus areas are (i) our ambition to be first choice for our people, our consumers, and our customers, and (ii) execution against the following pillars: Our business strategy involves delivering against these pillars and using a balanced focus on both top- and bottom-line performance with a goal of achieving sustainable growth. Our annual incentive program for 2025, the Molson Coors Incentive Plan or MCIP, supports this strategy by incorporating two bottom-line metrics: Underlying Income Before Income Taxes weighted at 50% and Underlying FCF weighted at 20%; and one top-line metric: Underlying NSR weighted at 30%. Our PSUs for the 2025 – 2027 performance period are conditioned on achieving certain levels of Cumulative Underlying Earnings Per Share, with a modifier of 80% to 120% based on Relative TSR performance against the S&P 500 Index companies. We believe this approach emphasizes the importance of delivering against the Company’s long – term business strategy to focus on delivering value to our shareholders.

  71. Leadership Transition in 2025

    Leadership Transition in 2025 Mr. Hattersley served as President and CEO of the Company until September 30, 2025 and retired from the Company at the end of 2025. Prior to his retirement he worked with the Compensation & HR Committee and the Board on a mutually agreeable transition plan following the appointment of Mr. Goyal. Mr. Hattersley did not receive any new benefits upon retirement. Under the terms of his existing agreements, he received certain benefits upon or after his retirement, such as an annual bonus for 2025 based on actual Company performance and continued vesting of unvested RSUs, PSUs and Stock Option grants. Pursuant to a thorough succession planning process conducted by the Board, Mr. Goyal was appointed to the role of President and CEO of the Company effective October 1, 2025. His compensation levels for the President and CEO roles were set using the same market data and criteria described later in this section. At the time of Mr. Goyal’s appointment as President and CEO, he received a one-time award of RSUs with a value of $2.0 million that will vest three years from the date of the grant.

  72. Executive Compensation Governance Practices

    | | | | | | | Tie a significant portion of compensation to performance | | Have an executive compensation program that encourages excessive risk taking | | | Use a balance of short- and long-term incentive awards with diverse performance metrics for both | | Re-price stock options without stockholder approval | | | Award incentive compensation subject to clawback policies | | Provide excise tax gross ups to executives | | | Consider peer group and comparable industry data in setting compensation | | Allow hedging of Company stock | | | Establish significant executive and director stock ownership guidelines and evaluate compliance annually | | Award excessive perquisites | | | Retain an independent compensation consultant | | Offer excessive change in control or severance benefits | | | Actively engage with investors regarding executive compensation and governance practices | | Pay dividends or dividend equivalents prior to vesting of stock awards | | | | | Pay dividends or dividend equivalents on stock options |

  73. Market Competitiveness

    of 20 companies together with survey data from other companies in the consumer products industry to assess the competitive levels for each element of the NEOs’ compensation and, when appropriate, for benefits and perquisites. The Compensation & HR Committee, in consultation with the independent Compensation Consultant, selected the 2025 peer group so that our annual revenue would fall near the median of the peer group’s annual revenue. This was the same approach that was used in selecting the Company’s 2024 peer group. The Compensation & HR Committee also selected the peer group based on consideration of the following similarities:

  74. Strategically Chosen Compensation Elements

    Strategically Chosen Compensation Elements The table below describes the purpose of each element of our pay program and how target levels for our NEOs typically compare to the peer group. The Compensation & HR Committee does not fix pay solely based on peer group benchmarks. Rather, competitive market data is only one component in the decision-making around executive compensation. The Compensation & HR Committee also considers each individual’s experience and performance, business and industry challenges, and macroeconomic factors.

  75. Strategically Chosen Compensation Elements

    | Element of Compensation | Purpose | Peer Group Reference Point | | Base Salary — Fixed Pay | ● Fixed dollar amount that provides a competitive level of fixed compensation | ● Generally, median of the peer group | | Annual Incentive Awards — Pay for Performance | ● Provides variable pay opportunities to reward achievement of short-term Company financial and non-financial goals that also drive sustainable long-term value creation | ● Generally, target is set at the median of peer group ● Actual payouts are determined by performance | | Long-Term Incentive Awards — Pay for Performance | ● Provide long-term, stock-based variable pay opportunities to reward achievement of long-term Company goals and stockholder value creation | ● Generally, target is set at the median of peer group ● Actual payouts are determined by performance (PSUs), stock price at vesting, or both |

  76. Annual Incentives

    Annual Incentives

  77. Annual Incentives

    | ● | The MCIP provides a variable annual pay opportunity, which is consistent with peer companies’ practices to reward participants for achievement against short-term objectives that can have a long-term impact on our Company’s value. |

  78. Annual Incentives

    | ● | The MCIP rewards many employees for performance against pre-established annual goals at the Company, business unit and individual levels. The MCIP award for the CEO is based entirely on the achievement of Company financial targets. MCIP awards for the other NEOs are based primarily on the performance of the enterprise or business units whose results they can influence the most, but final awards may be adjusted based on performance against individual goals. |

  79. Annual Incentives

    | 54 | | 2026 Proxy Statement |

  80. 2025 MCIP Target Awards

    | (1) Mr. Goyal was appointed President and CEO effective October 1, 2025 at which time his MCIP target changed from 65% to 150% and the basis of his bonus changed from including an individual component to being fully based on Enterprise results. Mr. Goyal’s payment reflects these changes pro-rated for time in each target percentage during the year. |

  81. 2025 MCIP Performance Metrics

    2025 MCIP Performance Metrics The NEOs’ 2025 MCIP awards were based on the following Company or business unit metrics (as applied to the enterprise or the relevant business unit):

  82. 2025 MCIP Performance Metrics

    | Metric (weight %) | Definition(1) | | Underlying Income Before Income Taxes (50%) | The Company’s or business unit’s/segment’s income (loss) before income taxes from continuing operations, adjusted for certain items, including goodwill and other intangible and tangible asset impairments, restructuring and integration related costs, unrealized mark-to-market gains and losses, adjustments to the redemption value of mandatorily redeemable noncontrolling interests, potential or incurred losses related to certain litigation accruals and settlements, impacts of settlement charges related to annuity purchases and gains and losses on sales of non-operating assets, among other items included in our U.S. GAAP results that warrant adjustment to arrive at non-GAAP results (non-GAAP adjustment items), subject to a constant currency adjustment, as described in footnote (1) below | | Underlying FCF (20%) | The Company’s or business unit’s/segment’s cash provided by (used in) operating activities, less additions to property, plant and equipment, net and excluding the pre-tax cash flow impact of the non-GAAP adjustment items, subject to a constant currency adjustment, as described in footnote (1) below | | Underlying NSR (30%) | The Company’s or business unit’s/segment’s total revenue from sales after excise taxes, adjusted for the non-GAAP adjustment items, subject to a constant currency adjustment, as described in footnote (1) below |

  83. 2025 MCIP Performance Metrics

    | (1) Underlying Income Before Income Taxes, Underlying FCF, and Underlying NSR are non-GAAP financial measures, as defined above. In addition, our MCIP results for these metrics are presented in constant currency in relation to the established targets as we believe these targets should measure the underlying results of the business and that business leaders should be encouraged to make decisions that help drive long-term sustainable growth rather than those which address short-term currency fluctuations. As such, the actual 2025 MCIP results are presented in constant currency in relation to the target with the impact of foreign exchange calculated by translating our current period local currency results at the average exchange rates during 2025 used to translate the financial statements when establishing the program targets. As a result of the foregoing constant currency adjustments, in this context, each of Underlying Income Before Income Taxes, Underlying FCF, and Underlying NSR is not comparable to Underlying Income Before Income Taxes, Underlying FCF, and Underlying NSR used by us for other purposes. |

  84. 2025 MCIP Performance Metrics

    The adjustments to arrive at these metrics are determined in accordance with the Company’s written policies regarding such matters. These metrics are further adjusted at the discretion of, and subject to approval by, the Compensation & HR Committee in accordance with our MCIP plan. The Compensation & HR Committee did not make any such adjustments in 2025.

  85. 2025 MCIP Performance Metrics

    | 56 | | 2026 Proxy Statement |

  86. Enterprise

    | | | | | | | Payout | | Metric | Weighting | Threshold | Target | Max | Actual | (%) | | Underlying Income Before Income Taxes ($USD millions) | 50% | 1,490 | 1,655 | 1,903 | 1,364 | 0% | | Underlying FCF ($USD millions) | 20% | 1,092 | 1,285 | 1,671 | 1,105 | 29% | | Underlying NSR ($USD millions) | 30% | 11,221 | 11,688 | 12,156 | 10,930 | 0% | | TOTAL PAYOUT | | | | | | 6% |

  87. Business Unit — Americas

    | | | | | | | Payout | | Metric | Weighting | Threshold | Target | Max | Actual | (%) | | Underlying Income Before Income Taxes ($USD millions) | 50% | 1,300 | 1,444 | 1,661 | 1,190 | 0% | | Underlying FCF ($USD millions) | 20% | 917 | 1,079 | 1,402 | 1,034 | 78% | | Underlying NSR ($USD millions) | 30% | 8,924 | 9,296 | 9,667 | 8,674 | 0% | | TOTAL PAYOUT | | | | | | 16% |

  88. Business Unit — EMEA&APAC

    | | | | | | | Payout | | Metric | Weighting | Threshold | Target | Max | Actual | (%) | | Underlying Income Before Income Taxes (€ EUR millions) | 50% | 163 | 204 | 265 | 170 | 39% | | Underlying FCF (€ EUR millions) | 20% | 169 | 199 | 259 | 69 | 0% | | Underlying NSR (€ EUR millions) | 30% | 2,240 | 2,334 | 2,427 | 2,201 | 0% | | TOTAL PAYOUT | | | | | | 19% |

  89. Final 2025 MCIP Awards

    Final 2025 MCIP Awards The following table summarizes the calculation of final 2025 MCIP awards for our NEOs after review by the Compensation & HR Committee (and our Board in the case of the CEO) based on the payout percentages noted above. The individual goal multiplier for each NEO (with the exception of the CEO) is recommended by the CEO to, and then approved by, the Compensation & HR Committee, based on a 2025 performance assessment assumed at 100%. The “Grants of Plan Based Awards” table provides information on each NEO’s threshold, target and maximum MCIP award.

  90. Final 2025 MCIP Awards

    | (3) Ms. St. Jacques, whose 2025 MCIP award was forfeited in connection with her termination of employment, received a prorated payment in lieu of the award pursuant to the Company’s U.S. Severance Pay Plan. See “Potential Payments Upon Termination or Change in Control” for a description of the severance benefits Ms. St. Jacques received in connection with her termination of employment. |

  91. Long-Term Incentives

    Long-Term Incentives We use our LTIP to provide variable compensation in the form of equity to reward executives for achieving long-term results that align with our stockholders’ interests. Under our LTIP, we grant executives three types of awards: PSUs, RSUs and stock options. Each NEO is awarded an aggregate LTIP value, which is allocated among the three types of awards as shown below. For 2025, we kept our mix of awards consistent with 2024. This mix of awards is designed to tie executive compensation to stockholder returns, balance performance focus with retention value, and mitigate the risk of over-focus on a single metric.

  92. LTIP Allocation

    LTIP Allocation

  93. LTIP Allocation

    | Award Type | 2025 Allocation | Alignment with Shareholders | | PSUs | 50% | Value of award depends on our performance on Cumulative Underlying Earnings Per Share with a modifier of 80% to 120% based on Relative TSR performance against the S&P 500 Index companies | | RSUs | 25% | Value of award depends on our stock price at time of vesting | | Stock Options | 25% | Value is realized only if our stock price increases from the grant date |

  94. LTIP Allocation

    The number of PSUs and RSUs awarded to each NEO is determined at the date of grant by dividing the target value of the award by the closing price of our Class B common stock on that date and rounded up to the next whole share. The number of stock options is determined at the date of grant by dividing the target value of the award by the Black-Scholes value of the award on that date and rounded up to the next whole share. The total target value of these LTIP awards granted to the NEOs in 2025 is shown below. The number of PSUs, RSUs and stock options making up those awards are detailed in the “Grants of Plan Based Awards” table.

  95. LTIP Allocation

    | | Total 2025 Annual | | | LTIP Awards | | Name | ($) | | Rahul Goyal | 804,000 | | Gavin D.K. Hattersley(1) | 9,000,000 | | Tracey I. Joubert | 2,400,000 | | Michelle St. Jacques(2) | 1,800,000 | | Natalie Maciolek | 1,500,000 | | Darrin Vohs | 400,000 | | Philip M. Whitehead | 1,500,000 |

  96. LTIP Allocation

    | (1) Mr. Hattersley’s 2025 LTIP awards continued to vest on their normal vesting schedule upon his retirement from the Company on December 31, 2025 in accordance with the terms of his awards. |

  97. LTIP Allocation

    | (2) Ms. St. Jacques’ 2025 LTIP awards generally prorated and vesting of RSUs and Options accelerated, while PSUs continue on their regular vesting schedule in accordance with her LTIP award agreements and her termination agreement with the Company. See “Potential Payments Upon Termination or Change in Control” for a description of the severance benefits Ms. St. Jacques received in connection with her termination of employment. |

  98. LTIP Allocation

    To encourage retention of the Company’s executive team through the leadership transition, the Compensation & HR Committee on April 14, 2025 granted special retention awards of time-based RSUs to Mr. Goyal, Ms. Joubert, Ms. St. Jacques, Ms. Maciolek and Mr. Whitehead, and to certain other executives who are not named executive officers. The retention awards had a grant date value of $493,312 for Mr. Goyal, $4,000,059 for Ms. Joubert, $750,282 for Ms. St. Jacques, $627,371 for Ms. Maciolek, and $490,727 for Mr. Whitehead. Subject to continued employment, the retention awards fully vest on the second anniversary of the grant date, except that Ms. Joubert’s award vests 37.5% on the first anniversary of the grant date and the remaining 62.5% on the second anniversary of the grant date. The retention

  99. LTIP Allocation

    | 2026 Proxy Statement | | 59 |

  100. LTIP Allocation

    awards may accelerate in the event of involuntary termination without cause. Ms. St. Jacques’s award fully vested in connection with her termination of employment. See “Potential Payments Upon Termination or Change in Control.” In connection with his appointment as President and CEO effective October 1, 2025, Mr. Goyal received a one-time award of RSUs with a value of $2.0 million that will vest three years from the date of grant. The key components of our LTIP are summarized below. Unlike our short-term incentive awards, LTIP awards are based entirely on performance at the enterprise level.

  101. PSUs or Performance Equity

    PSUs or Performance Equity PSUs reward executives for our achievements on our long-term goals. For PSUs granted in 2025 these metrics were: Cumulative Underlying Earnings Per Share with a modifier of 80% to 120% based on Relative TSR performance against the S&P 500 Index companies.

  102. PSUs or Performance Equity

    | Metric | Weight | Definition | | Cumulative Underlying Earnings Per Share (1) | 100% | Cumulative Underlying Earnings Per Share for the three-year performance period, calculated as the sum of the Underlying Earnings Per Share metric computed for each annual period within the three-year performance period (FY2025 – FY2027) | | Relative TSR | Modifier | Stock price appreciation plus dividends paid during the performance period, divided by starting stock price, compared relative to the same measure for each of the companies in the S&P 500 Index at the end of the performance period |

  103. PSUs or Performance Equity

    | (1) Cumulative Underlying Earnings Per Share is a non-GAAP financial measure. Underlying Earnings Per Share is defined as Underlying Net Income (Loss) Attributable to Molson Coors Beverage Company, minus preferred dividends, divided by the total number of weighted average outstanding diluted shares for each fiscal period. Underlying Net Income (Loss) Attributable to Molson Coors Beverage Company is defined as net income (loss) attributable to Molson Coors Beverage Company as presented in our U.S. GAAP financial statements for each fiscal year, adjusted to exclude the impact of non-GAAP adjustment items, adjustments to the carrying value of redeemable noncontrolling interests resulting from subsequent changes in the redemption value of such interests, the related tax effects of non-GAAP adjustment items, and certain other discrete tax items. Weighted average diluted shares are calculated based on the treasury stock method under U.S. GAAP. |

  104. PSUs or Performance Equity

    A preliminary award amount is determined based on the level of achievement of the Cumulative Underlying Earnings Per Share goal, subject to maximum limits approved by the Compensation & HR Committee for each NEO in connection with the grant of PSUs. At maximum performance, the preliminary award amount is 200% of the target number of shares. The preliminary award amount is then adjusted by applying the Relative TSR modifier ranging from 80% for a Relative TSR ranking of the 25th percentile or below to 120% for a Relative TSR ranking of the 75th percentile or above. In order to achieve a 240% maximum payout for the 2025 to 2027 PSU awards, our Company must exceed its Cumulative Underlying Earnings Per Share target by more than $2.54 and achieve a Relative TSR ranking of at least the 75th percentile. To achieve a minimum payout (beginning at 0% of the target award), our Company must achieve Cumulative Underlying Earnings Per Share within $2.54 of target .

  105. PSUs or Performance Equity

    | ● | To the extent earned, PSUs are settled on the third anniversary of the date of grant, subject to continuing employment. Earned PSUs can be settled in cash or shares of our Class B common stock, or partly in cash and partly in shares, at the discretion of the Compensation & HR Committee. Historically, performance awards have been settled nearly exclusively in shares. |

  106. PSUs or Performance Equity

    | ● | PSUs will vest on a pro-rata basis in the event of retirement, reduction in force, death or disability, and are paid out after the performance period ends based on actual results, except that in the event of retirement the PSU award with a grant date closest to the retirement date (all PSUs for the CEO) will continue to vest through the end of the performance period if the participant provides adequate notice and a mutually agreeable transition plan, enters into an extended confidentiality and noncompete agreement and continues to comply with such agreement through the settlement date of the award. Upon a change in control, performance is calculated at 100% of target. For any other termination of employment before the end of the performance period, PSUs are forfeited. |

  107. PSUs or Performance Equity

    | 60 | | 2026 Proxy Statement |

  108. PSUs or Performance Equity

    | ● | Dividend equivalents are accrued on unvested PSUs, from grant date to vesting date to the same extent dividends are paid on Class B shares. Dividend equivalents accrue on unvested PSUs and are paid in cash at vesting, if any, subject to the same performance multiplier as the underlying PSUs. |

  109. RSUs

    RSUs

  110. RSUs

    | ● | We believe that providing part of the annual LTIP award in the form of RSUs significantly strengthens the retention value of our LTIP by providing a full value component to balance stock options and PSUs. |

  111. RSUs

    | ● | RSUs generally vest in full on the third anniversary of the date of grant, subject to continuing employment. |

  112. RSUs

    | ● | Vested RSUs are settled in shares of Class B common stock. |

  113. RSUs

    | ● | Dividend equivalents are accrued on unvested RSUs, from the grant date to the vesting date, to the same extent dividends are paid on Class B shares. Dividend equivalents accrue on unvested RSUs and are paid in cash at vesting, if any. |

  114. RSUs

    | ● | RSUs will vest on a pro-rata basis in the event of retirement, reduction in force, death or disability, except that in the event of retirement the RSU award with a grant date closest to the retirement date (all RSUs for the CEO) will continue to vest in accordance with its terms if the participant provides adequate notice and a mutually agreeable transition plan, enters into an extended confidentiality and noncompete agreement and continues to comply with such agreement through the vesting date. In the event of a change in control, all unvested RSUs will vest, except to the extent a replacement award is provided. For any other termination of employment before the end of the vesting period, RSUs are forfeited. |

  115. Stock Options

    Stock Options

  116. Stock Options

    | ● | Stock options align the interests of our executives with those of stockholders because stock options have no value unless there is an increase in the value of our shares after the grant date. |

  117. Stock Options

    | ● | Stock options vest in full on the third anniversary of the date of grant. Prior to 2024, stock options vested in equal installments over a three-year period. Vested options remain exercisable until the tenth anniversary of the grant date. We believe the ten-year term of our stock options provides an effective long-term retention tool because the options retain potential value for executives even in the face of a prolonged downturn in the equity markets. We also believe stock options provide an appropriate balance to PSU grants, which may lose all value if we miss the threshold performance criteria for the awards to pay out. |

  118. Stock Options

    | ● | Unvested stock options will vest on a pro-rata basis in the event of retirement, reduction in force, death or disability and remain exercisable for three years (or the earlier end of the option term), except that in the event of retirement the stock option award with a grant date closest to the retirement date (all stock options for the CEO) will continue to vest in accordance with its terms if the participant provides adequate notice and a mutually agreeable transition plan, enters into an extended confidentiality and noncompete agreement and continues to comply with such agreement through the vesting date. If a recipient’s employment ends for any other reason, unvested options are forfeited. In the event of a change in control, all unvested stock options vest, except to the extent a substitute award is provided. |

  119. Stock Options

    | 2026 Proxy Statement | | 61 |

  120. Long-Term Incentive (LTIP) Results

    Long-Term Incentive (LTIP) Results

  121. 2023 to 2025 PSU Payout Results

    2023 to 2025 PSU Payout Results For the 2023-2025 PSUs, performance was measured 50% based on Relative TSR relative to the companies in the S&P 500 Consumer Staples Index, 25% on Cumulative Underlying Income before Income Tax, and 25% on Cumulative Underlying NSR over the three-year period. Actual performance that was higher or lower than target for any particular metric was assigned a percentage score from 0% to 200% based on linear interpolation. If Relative TSR is at or above the 50th percentile but absolute TSR is negative, the payout on the relative TSR metric is capped at target (100)%. Company performance with respect to each metric for the three-year performance period and the resulting Company performance score are set forth in the table below.

  122. 2023 to 2025 PSU Payout Results

    | | | | | | | Company | | | | | | | | Performance | | Performance Metric(1) | Weighting | Threshold | Target | Maximum | Results | Score | | Relative TSR Performance | 50% | 25th Percentile | 50th Percentile | 75th Percentile | 60th Percentile (negative absolute TSR) | 100% | | Cumulative Underlying Income Before Income Taxes (USD millions)(2) | 25% | $3,157 | $3,508 | $4,210 | $4,497 | 200% | | Cumulative Underlying NSR(3) (USD millions) | 25% | $32,484 | $34,194 | $35,904 | $34,295 | 106% |

  123. 2023 to 2025 PSU Payout Results

    | (1) Our results for these metrics, with the exception of Relative TSR Performance, are presented in constant currency in relation to the to the initial target set at time of grant as we believe these targets should measure the underlying results of the business and that business leaders should be encouraged to make decisions that help drive long-term sustainable growth rather than those which address short-term currency fluctuations. As such, the actual 2023-2025 PSUs results are presented in constant currency in relation to the initial target set at time of grant with the impact of foreign exchange calculated by translating our current period local currency results at the average exchange rates during 2025 used to translate the financial statements when establishing the program targets. As a result of the foregoing constant currency adjustments, in this context, each of Cumulative Underlying Income Before Income Taxes and Cumulative Underlying NSR is not comparable to Cumulative Underlying Income Before Income Taxes and Cumulative Underlying NSR used by us for other purposes. |

  124. 2023 to 2025 PSU Payout Results

    | (2) Cumulative Underlying Income Before Income Taxes is a non-GAAP financial measure and calculated as the sum of Underlying Income Before Income Taxes (as defined above) computed for each annual period within the three-year performance period. |

  125. 2023 to 2025 PSU Payout Results

    | (3) Cumulative Underlying NSR is a non-GAAP financial measure and calculated as the sum of Underlying NSR (as defined above) computed for each annual period within the three-year performance period. |

  126. Deferred Compensation

    | ● | Details regarding the operation of our deferred compensation plans are contained in the “Non-Qualified Deferred Compensation” section of this Proxy Statement. |

  127. Change in Control and Severance

    Change in Control and Severance

  128. Change in Control and Severance

    | ● | Through the combination of our change in control program (as amended, CIC Program) and our U.S. Severance Pay Plan, we provide protection to executives in situations involving termination “not for cause” including following a change in control. All U.S. NEOs participate in the CIC Program and U.S. Severance Pay Plan. Mr. Whitehead has a directors services agreement in the United Kingdom which entitles him to severance in the event the Company terminates his employment without notice. See “Potential Payments Upon Termination or Change in Control” for a description of the severance benefits Ms. St. Jacques received in connection with her termination of employment. |

  129. Change in Control and Severance

    | ● | As a condition of participating in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect us regardless of whether a change in control occurs. |

  130. Change in Control and Severance

    | ● | Under the CIC Program, a participant is entitled to certain benefits subject to “double-trigger” conditions following a change in control. Specifically, CIC Program benefits are payable if both (a) a change in control occurs and (b) if the participant is terminated by the Company other than for cause, death or disability or the participant resigns for good reason, in each case, on or within a certain period of time (for NEOs, two years) after the change in control. Benefits are also payable if a qualifying termination occurs up to six months prior to the change in control at the request of a third party involved in or contemplating a change in control of the Company. The CIC Program does not provide for any excise tax gross-ups. Each of the benefits is also conditioned on the participant executing a release of claims in favor of the Company following termination. The CIC Program also contains certain non-solicitation covenants. |

  131. Change in Control and Severance

    | ● | Additional information about the CIC Program, the U.S. Severance Pay Plan and Mr. Whitehead’s Director Services Agreement is provided in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. |

  132. Change in Control and Severance

    | 2026 Proxy Statement | | 63 |

  133. Governance of Equity Grant Process

    Governance of Equity Grant Process The Compensation & HR Committee generally evaluates and approves annual equity grants at or about the same time as it determines and approves annual salary adjustments and annual incentive payouts. Annual equity grants typically are made in late February or early March at a special meeting of the Compensation & HR Committee (for the NEOs other than the CEO) and a special meeting of the Board (in the case of the CEO). Individual recognition equity awards may be granted at other times during the year, typically on the first trading day of a month, related to special circumstances, such as acquisitions, establishment of joint ventures, promotions, extraordinary performance, retention and other events. Awards of stock options, RSUs or other equity incentives to new executive officers typically occur at the time the individual joins the organization or first becomes an officer. Off-cycle retention RSU awards were granted to certain executive officers in connection with the leadership transition in 2025. See “Long-Term Incentives.” We do not grant stock option awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on stock option award grant dates, vesting events, or sale events. For all stock option awards, the exercise price is the closing price of our Class B common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our Class B common stock on the NYSE on the last trading day preceding the date of grant. No off-cycle stock option awards were granted to NEOs in fiscal year 2025. During fiscal year 2025, we did not grant stock option awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material non-public information. We do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Equity awards made to NEOs during 2025 are further described under the header “Long-Term Incentive (LTIP) Results”. These awards are also reflected in the relevant compensation tables.

  134. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned for services rendered during fiscal years 2025 and, where applicable, 2024 and 2023 for each of our 2025 named executive officers.

  135. Summary Compensation Table

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Non-Qualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($)(5) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Rahul Goyal(1),(2) | 2025 | 640,422 | — | 3,121,212 | 200,986 | 39,122 | 1,829(4) | 131,330 | 4,134,901 | | President and CEO | | | | | | | | | | | Gavin D.K. Hattersley | 2025 | 1,337,671 | — | 7,027,803 | 2,249,802 | 126,493 | —(4) | 395,779 | 11,137,547 | | Former President and CEO | 2024 | 1,287,568 | — | 5,774,784 | 1,875,008 | 1,873,414 | —(4) | 526,487 | 11,337,261 | | | 2023 | 1,237,671 | — | 5,874,071 | 1,335,003 | 3,434,535 | —(4) | 329,278 | 12,210,558 | | Tracey I. Joubert(2) | 2025 | 899,700 | — | 5,874,238 | 599,958 | 48,584 | 14,791(4) | 217,316 | 7,654,587 | | CFO | 2024 | 872,212 | — | 1,463,040 | 475,009 | 761,442 | —(4) | 304,276 | 3,875,979 | | | 2023 | 843,142 | — | 1,320,081 | 300,006 | 1,403,830 | 18,115 | 159,456 | 4,044,630 | | Michelle St. Jacques(2) | 2025 | 649,865 | — | 2,155,943 | 449,960 | — | — | 3,004,155 | 6,259,922 | | Former Chief Commercial Officer | 2024 | 728,671 | — | 1,155,007 | 375,008 | 593,340 | — | 208,342 | 3,060,390 | | | 2023 | 704,346 | — | 1,320,081 | 300,006 | 1,096,924 | — | 146,978 | 3,568,335 | | Natalie Maciolek(2) | 2025 | 633,587 | — | 1,798,702 | 374,977 | 29,064 | — | 144,050 | 2,980,380 | | Chief Legal & Government Affairs Officer | 2024 | 595,253 | — | 924,031 | 300,003 | 454,699 | — | 128,200 | 2,402,156 | | | 2023 | 187,507 | 200,000 | 1,200,046 | — | 260,176 | — | 8,877 | 1,856,606 | | Darrin Vohs | 2025 | 473,977 | — | 312,403 | 99,998 | 41,710 | —(4) | 68,669 | 996,757 | | Chief Information Officer | | | | | | | | | | | Philip M. Whitehead(2),(3) | 2025 | 494,625 | — | 1,662,058 | 374,977 | 67,665 | 5,508 | 154,378 | 2,759,211 | | President and CEO of Molson Coors EMEA&APAC | | | | | | | | | |

  136. Summary Compensation Table

    | (1) Mr. Goyal was appointed President and CEO effective October 1, 2025. |

  137. Summary Compensation Table

    | (2) Stock awards for Mr. Goyal, Ms. Joubert, Ms. St. Jacques, Ms. Maciolek and Mr. Whitehead include retention awards of 8,206 RSUs ($493,312 at grant), 66,539 RSUs ($4,000,059 at grant), 12,481 RSUs ($750,308 at grant), 10,436 RSUs ($627,371 at grant), and 8,163 RSU units ($490,727 at grant) respectively, granted on April 14, 2025. Mr. Goyal, Ms. Maciolek, and Mr. Whitehead’s retention awards fully vest on the second anniversary of the grant date. Ms. Joubert’s retention award vests on a schedule with 37.5% of the shares vesting on April 14, 2026 and the remaining 62.5% of the shares vesting on April 14, 2027. |

  138. Summary Compensation Table

    | (3) For Mr. Whitehead, a GBP to USD full year 2025 average exchange rate of 1.319 was used to convert his 2025 Salary, Non-Equity Incentive Plan Compensation and All Other Compensation where applicable. |

  139. Summary Compensation Table

    | (4) For 2025, Mr. Hattersley and Mr. Vohs had a decrease in Change in Pension Value of $35,462 and $19,979 respectively. For 2024, Mr. Hattersley and Ms. Joubert had a decrease in Change in Pension Value of $27,666 and $3,959 respectively. For 2023, Mr. Hattersley had a decrease in Change in Pension Value of $8,341. These negative amounts are not reflected in the table pursuant to applicable SEC rules. |

  140. Summary Compensation Table

    | (5) For 2025, the amounts reported in the “All Other Compensation” column reflect the sum of: (i) the incremental cost to the Company of perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the Molson Coors Employees’ Retirement and Savings Plan, and DCP (collectively, the Plans); and (iv) the dollar value of life insurance premiums paid by the Company. The amounts contributed to the Plans are calculated on the same basis for all participants in the relevant plan. The provisions of the Plans are described in the “Non-Qualified Deferred Compensation” section of this Proxy Statement. For Mr. Whitehead, the Company provides a salary supplement in lieu of employer pension contributions. For Ms. St. Jacques, “All Other Compensation” also includes an aggregate of $2,837,182 in cash severance payments made in connection with her termination of employment with the Company. See “Potential Payments Upon Termination or Change in Control” for a description of these payments. |

  141. Summary Compensation Table

    For 2025, the perquisites and other personal benefits provided to one or more of our NEOs consisted of financial planning, sports tickets, parking allowance, cell phone allowance, executive physical, electricity allowance, vehicle allowance, and product allotment.

  142. Summary Compensation Table

    | 2026 Proxy Statement | | 67 |

  143. Summary Compensation Table

    A description of the additional “All Other Compensation” received by the NEOs in 2025 is set forth below:

  144. Summary Compensation Table

    | | Contributions to the 401(k) and DCP Plans | | | | | Total Contributions | Components of | Life Insurance | | Name | ($)(1) | Total Contributions | Premiums ($)(2) | | Rahul Goyal | 82,129 | $31,250 to the 401(k) Plan and $50,879 to the DCP | 3,376 | | Gavin D.K. Hattersley | 288,628 | $31,250 to the 401(k) Plan and $257,378 to the DCP | 51,587 | | Tracey I. Joubert | 149,190 | $31,250 to the 401(k) Plan and $117,940 to the DCP | 24,017 | | Michelle St. Jacques | 114,929 | $31,250 to the 401(k) Plan and $83,679 to the DCP | 4,298 | | Natalie Maciolek | 97,507 | $31,250 to the 401(k) Plan and $66,257 to the DCP | 3,667 | | Darrin Vohs | 63,785 | $31,250 to the 401(k) Plan and $32,535 to the DCP | 4,104 | | Philip M. Whitehead(3) | 137,011 | $13,602 to the Retirement Savings Plan and $123,409 in salary supplement | 2,041 |

  145. Summary Compensation Table

    | (1) We make direct and matching contributions for all of the NEOs under the 401(k) and DCP as applicable, on the same terms and using the same formula as other participating employees. |

  146. Summary Compensation Table

    | (2) We provide life insurance to all U.S. employees. For all of the U.S. based NEOs, the total coverage is equal to eight times their salary. Mr. Whitehead is also provided with life insurance, the total coverage is equal to four times his basic salary up to £1.250,000. None of the NEOs are eligible for tax reimbursement related to this benefit. Amounts above are converted from GBP to USD using a full year average exchange rate of 1.319. |

  147. Summary Compensation Table

    | (3) Mr. Whitehead participates in the Molson Coors Retirement Savings Plan in the U.K. Mr. Whitehead has elected to receive part of the employer contribution as a salary supplement in lieu of contributions made directly into the plan. Amounts above are converted from GBP to USD using 1.319 2025 YTD average. |

  148. Change In Pension Value and Non-Qualified Deferred Compensation Earnings

    Change In Pension Value and Non-Qualified Deferred Compensation Earnings The amounts shown in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column include changes in pension values under the tax qualified pension plans for Molson Coors, LLC and the Benefit Equalization Plan (BEP) (which supplements the Molson Coors Pension Plan).

  149. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information for each of our NEOs regarding MCIP and LTIP award opportunities, including the range of potential payouts, made under our stockholder approved Incentive Compensation Plans during 2025.

  150. Grants of Plan Based Awards

    | | | | | | | | | | All Other | All Other | | | | | | | | | | | | | Stock | Option | | Grant | | | | | | | | | | | Awards: | Awards: | Exercise | Date Fair | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number | Number of | or Base | Value of | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Shares | Securities | Price of | Stock and | | | | | Plan Awards(1) | | | Plan Awards(2) | | | of Stock | Underlying | Option | Option | | | Grant | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units(3) | Options(4) | Awards | Awards(5) | | Name | Date | Description | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Rahul Goyal | 3/5/2025 | RSUs | | | | | | | 3,390 | | | 201,027 | | | 4/14/2025 | RSUs | | | | | | | 8,206 | | | 493,312 | | | 10/1/2025 | RSUs | | | | | | | 43,450 | | | 2,000,004 | | | 3/5/2025 | PSUs | | | | 0 | 6,780 | 16,272 | | | | 426,869 | | | 3/5/2025 | Stock Options | | | | | | | | 12,992 | 59.30 | 200,986 | | | — | MCIP | 163,009 | 652,037 | 1,304,075 | | | | | | | | | Gavin D.K. Hattersley | 3/5/2025 | RSUs | | | | | | | 37,943 | | | 2,250,020 | | | 3/5/2025 | PSUs | | | | 0 | 75,886 | 182,126 | | | | 4,777,783 | | | 3/5/2025 | Stock Options | | | | | | | | 145,430 | 59.30 | 2,249,802 | | | — | MCIP | 527,053 | 2,108,214 | 4,216,428 | | | | | | | | | Tracey I. Joubert | 3/5/2025 | RSUs | | | | | | | 10,119 | | | 600,057 | | | 4/14/2025 | RSUs | | | | | | | 66,539 | | | 4,000,059 | | | 3/5/2025 | PSUs | | | | 0 | 20,237 | 48,569 | | | | 1,274,122 | | | 3/5/2025 | Stock Options | | | | | | | | 38,782 | 59.30 | 599,958 | | | — | MCIP | 202,432 | 809,729 | 1,619,458 | | | | | | | | | Michelle St. Jacques(6) | 3/5/2025 | RSUs | | | | | | | 7,589 | | | 450,028 | | | 4/14/2025 | RSUs | | | | | | | 12,481 | | | 750,308 | | | 3/5/2025 | PSUs | | | | 0 | 15,178 | 36,427 | | | | 955,607 | | | 3/5/2025 | Stock Options | | | | | | | | 29,086 | 59.30 | 449,960 | | | — | MCIP | 146,231 | 584,924 | 1,169,847 | | | | | | | | | Natalie Maciolek | 3/5/2025 | RSUs | | | | | | | 6,324 | | | 375,013 | | | 4/14/2025 | RSUs | | | | | | | 10,436 | | | 627,371 | | | 3/5/2025 | PSUs | | | | 0 | 12,648 | 30,355 | | | | 796,318 | | | 3/5/2025 | Stock Options | | | | | | | | 24,239 | 59.30 | 374,977 | | | — | MCIP | 121,085 | 484,342 | 968,683 | | | | | | | | | Darrin Vohs | 3/5/2025 | RSUs | | | | | | | 1,687 | | | 100,039 | | | 3/5/2025 | PSUs | | | | 0 | 3,373 | 8,095 | | | | 212,364 | | | 3/5/2025 | Stock Options | | | | | | | | 6,464 | 59.30 | 99,998 | | | — | MCIP | 65,172 | 260,687 | 521,374 | | | | | | | | | Philip M. Whitehead(7) | 3/5/2025 | RSUs | | | | | | | 6,324 | | | 375,013 | | | 4/14/2025 | RSUs | | | | | | | 8,163 | | | 490,727 | | | 3/5/2025 | PSUs | | | | 0 | 12,648 | 30,355 | | | | 796,318 | | | 3/5/2025 | Stock Options | | | | | | | | 24,239 | 59.30 | 374,977 | | | — | MCIP | 111,291 | 445,163 | 890,325 | | | | | | | |

  151. Grants of Plan Based Awards

    | (1) The amounts represent a range of possible MCIP awards made under the Incentive Compensation Plan to each of the NEOs as described in the “2025 MCIP Underlying Results” section of this Proxy Statement. Actual payments under MCIP have already been determined and were paid to NEOs in March 2026 and are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Actual MCIP amounts are lower than threshold amounts shown above due to the achievement of the above threshold performance in one of the three financial components of the plan, which work independently of one another. |

  152. Grants of Plan Based Awards

    | (2) The awards represent PSUs granted in 2025 under the Incentive Compensation Plan. The performance period for the PSUs is the beginning of the 2025 fiscal year through the end of the 2027 fiscal year. |

  153. Grants of Plan Based Awards

    | 2026 Proxy Statement | | 69 |

  154. Grants of Plan Based Awards

    | (3) The awards represent RSUs granted in 2025 under the Incentive Compensation Plan for all NEOs. These RSUs vest on the third anniversary of the grant date, with the exception of the April 14, 2025 retention awards, which vest as follows: Mr. Goyal, Ms. Maciolek, and Mr. Whitehead’s retention awards fully vest on the second anniversary of the grant date; Ms. Joubert’s retention award vests 37.5% on April 14, 2026 and the remaining 62.5% on April 14, 2027; and Ms. St. Jacques’ retention award vested in full in connection with her termination of employment with the Company. See “Potential Payments Upon Termination or Change in Control.” |

  155. Grants of Plan Based Awards

    | (4) The awards represent stock options granted in 2025 to NEOs under the Incentive Compensation Plan. These options have a term of ten years from the grant date and vest in three equal annual installments beginning on the first anniversary of the grant date. |

  156. Grants of Plan Based Awards

    | (5) The assumptions used to calculate these amounts are incorporated by reference to Note 16 “Share-Based Payments” to our consolidated financial statements in our Annual Report on Form 10-K. Assuming the maximum level of performance is achieved, the grant date fair value of those PSUs would be: $1,024,486 for Mr. Goyal, $11,466,679 for Mr. Hattersley, $3,057,893 for Ms. Joubert, $1,911,163 for Ms. Maciolek and Mr. Whitehead, $2,293,457 for Ms. St. Jacques, and $509,674 for Mr. Vohs. |

  157. Grants of Plan Based Awards

    | (6) Ms. St. Jacques, whose 2025 non-equity incentive plan award was forfeited in connection with her termination of employment, received a prorated payment of $93,588 in lieu of the award pursuant to the Company’s U.S. Severance Pay Plan. A prorated portion of her 2025 options and RSUs vested immediately upon her termination of employment and a pro rata portion of her 2025-2027 PSUs will vest in 2027 based on actual Company performance. See “Potential Payments Upon Termination or Change in Control” for a description of the severance benefits Ms. St. Jacques received in connection with her departure from the Company. |

  158. Grants of Plan Based Awards

    | (7) For Mr. Whitehead, a GBP to USD full year 2025 average exchange rate of 1.319 was used to convert his MCIP payment. |

  159. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by the NEOs at the fiscal year ended December 31, 2025. The year-end values set forth in the table are based on the $46.68 per share closing price for the Class B common stock on December 31, 2025, the last trading day of the fiscal year.

  160. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | Equity | Incentive | | | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | | | Plan Awards: | Market or | | | | | | | | | | Market | Number of | Payout Value of | | | | | | | | | Number of | Value of | Unearned | Unearned | | | | Number of | Number of | | | | Shares or | Shares of | Shares, Units, | Shares, Units | | | | Securities | Securities | | | | Units of | Stock or | or Other | or Other | | | | Underlying | Underlying | Option | | | Stock That | Units that | Rights that | Rights that | | | | Unexercised | Unexercised | Exercise | Option | Grant Date | Have Not | have not | have not | have not | | | Grant Date | Options (#) | Options (#) | Price | Expiration | for Stock | Vested | vested | vested | vested | | Name | for Options | Exercisable(a) | Unexercisable(b) | ($)(c) | Date(d) | Awards | (#)(e) | ($)(f) | (#)(g) | ($)(h) | | Rahul Goyal | 3/2/2020 | 11,941 | — | 51.48 | 3/2/2030 | — | — | — | — | — | | | 3/2/2021 | 10,935 | — | 44.97 | 3/2/2031 | — | — | — | — | — | | | 2/28/2022 | 6,579 | — | 52.18 | 2/28/2032 | — | — | — | — | — | | | 2/27/2023 | 5,979 | 2,990 | 53.75 | 2/27/2033 | 2/27/2023 | 3,349 | 174,014 | 5,582 | 290,041 | | | 3/4/2024 | — | 9,086 | 62.34 | 3/4/2034 | 3/4/2024 | 2,407 | 121,120 | 4,813 | 242,190 | | | 3/5/2025 | — | 12,992 | 59.30 | 3/5/2035 | 3/5/2025 | 3,390 | 164,618 | 6,780 | 329,237 | | | — | — | — | — | — | 4/14/2025 | 8,206 | 394,627 | — | — | | | — | — | — | — | — | 10/1/2025 | 43,450 | 2,048,668 | — | — | | Gavin D.K. Hattersley | 2/12/2016 | 18,460 | — | 84.14 | 2/12/2026 | — | — | — | — | — | | | 3/8/2017 | 26,056 | — | 96.77 | 3/8/2027 | — | — | — | — | — | | | 3/6/2018 | 32,638 | — | 78.79 | 3/6/2028 | — | — | — | — | — | | | 3/5/2019 | 54,526 | — | 61.09 | 1/1/2029 | — | — | — | — | — | | | 10/1/2019 | 23,392 | — | 57.50 | 1/1/2029 | — | — | — | — | — | | | 3/2/2020 | 134,329 | — | 51.48 | 1/1/2029 | — | — | — | — | — | | | 3/2/2021 | 103,380 | — | 44.97 | 1/1/2029 | — | — | — | — | — | | | 2/28/2022 | 92,106 | — | 52.18 | 1/1/2029 | — | — | — | — | — | | | 2/27/2023 | 66,517 | 33,259 | 53.75 | 1/1/2029 | 2/27/2023 | 37,256 | 1,935,822 | 62,094 | 3,226,404 | | | 3/4/2024 | — | 113,568 | 62.34 | 1/1/2029 | 3/4/2024 | 30,077 | 1,513,475 | 60,154 | 3,026,949 | | | 3/5/2025 | — | 145,430 | 59.30 | 1/1/2029 | 3/5/2025 | 37,943 | 1,842,512 | 75,886 | 3,685,024 | | Tracey I. Joubert | 2/12/2016 | 5,907 | — | 84.14 | 2/12/2026 | — | — | — | — | — | | | 3/8/2017 | 10,423 | — | 96.77 | 3/8/2027 | — | — | — | — | — | | | 3/6/2018 | 13,055 | — | 78.79 | 3/6/2028 | — | — | — | — | — | | | 3/28/2018 | 2,707 | — | 75.41 | 3/28/2028 | — | — | — | — | — | | | 3/5/2019 | 32,716 | — | 61.09 | 3/5/2029 | — | — | — | — | — | | | 3/2/2020 | 44,777 | — | 51.48 | 3/2/2030 | — | — | — | — | — | | | 3/2/2021 | 39,762 | — | 44.97 | 3/2/2031 | — | — | — | — | — | | | 2/28/2022 | 24,672 | — | 52.18 | 2/28/2032 | — | — | — | — | — | | | 2/27/2023 | 14,948 | 7,474 | 53.75 | 2/27/2033 | 2/27/2023 | 8,373 | 435,061 | 13,954 | 725,050 | | | 3/4/2024 | — | 28,771 | 62.34 | 3/4/2034 | 3/4/2024 | 7,620 | 383,438 | 15,240 | 766,877 | | | 3/5/2025 | — | 38,782 | 59.30 | 3/5/2035 | 3/5/2025 | 10,119 | 491,379 | 20,237 | 982,709 | | | — | — | — | — | — | 4/14/2025 | 66,539 | 3,199,861 | — | — | | Michelle St. Jacques | 3/2/2020 | 26,866 | — | 51.48 | 11/15/2026 | — | — | — | — | — | | | 3/2/2021 | 15,905 | — | 44.97 | 11/15/2026 | — | — | — | — | — | | | 2/28/2022 | 13,158 | — | 52.18 | 11/15/2026 | — | — | — | — | — | | | 2/27/2023 | 14,948 | — | 53.75 | 11/15/2026 | — | — | — | — | — | | | 3/4/2024 | 13,250 | — | 62.34 | 11/15/2028 | 3/4/2024 | — | — | 7,018 | 353,146 | | | 3/5/2025 | 7,272 | — | 59.30 | 11/15/2028 | 3/5/2025 | — | — | 3,794 | 184,237 | | Natalie Maciolek | 3/4/2024 | — | 18,171 | 62.34 | 3/4/2034 | 3/4/2024 | 4,813 | 242,190 | 9,625 | 484,330 | | | 3/5/2025 | — | 24,239 | 59.30 | 3/5/2035 | 3/5/2025 | 6,324 | 307,093 | 12,648 | 614,187 | | | — | — | — | — | — | 4/14/2025 | 10,436 | 501,867 | — | — | | Darrin Vohs | 2/27/2023 | 3,987 | 1,993 | 53.75 | 2/27/2033 | 2/27/2023 | 2,233 | 116,027 | 3,721 | 193,343 | | | 3/4/2024 | — | 6,057 | 62.34 | 3/4/2034 | 3/4/2024 | 1,605 | 80,764 | 3,209 | 161,477 | | | 3/5/2025 | — | 6,464 | 59.30 | 3/5/2035 | 3/5/2025 | 1,687 | 81,921 | 3,373 | 163,793 | | Philip M. Whitehead | — | — | — | — | — | 2/27/2023 | 2,326 | 120,859 | 2,326 | 120,859 | | | 3/4/2024 | — | 3,786 | 62.34 | 3/4/2034 | 3/4/2024 | 1,003 | 50,471 | 2,006 | 100,942 | | | 3/5/2025 | — | 24,239 | 59.30 | 3/5/2035 | 3/5/2025 | 6,324 | 307,093 | 12,648 | 614,187 | | | — | — | — | — | — | 4/14/2025 | 8,163 | 392,559 | — | — |

  161. Outstanding Equity Awards at Fiscal Year-End

    | (a) This column includes stock options that have vested and have not been exercised. Prior to 2024 awards, stock options generally vested in equal annual installments over a three-year period, subject to acceleration of vesting in the event of a change in control or certain termination events. Starting in 2024, Stock Options grants vest fully on the third anniversary of the grant date, subject to acceleration of vesting in the event of a change in control or certain termination events. |

  162. Outstanding Equity Awards at Fiscal Year-End

    | (b) This column includes stock options that have not vested. Mr. Hattersley’s unvested options continue to vest on their 3-year vesting schedule and remain exercisable for up to 3 years following his retirement with the Company. Ms. St. Jacques outstanding options |

  163. Outstanding Equity Awards at Fiscal Year-End

    | 2026 Proxy Statement | | 71 |

  164. Outstanding Equity Awards at Fiscal Year-End

    | pro-rated and vested upon her termination of employment with the Company as described under “Potential Payments Upon Termination of Change in Control.” |

  165. Outstanding Equity Awards at Fiscal Year-End

    | (c) This column indicates the stock option strike price. |

  166. Outstanding Equity Awards at Fiscal Year-End

    | (d) This column indicates the expiration date for stock options which is ten years from the date of grant, unless otherwise outlined. Mr. Hattersley’s vested options remain exercisable for up to 3 years following his retirement from the Company. Ms. St. Jacques’ vested options remain exercisable for 1 year or 3 years following her termination from the Company as described under “Potential Payments Upon Termination or Change in Control.” |

  167. Outstanding Equity Awards at Fiscal Year-End

    | (e) This column includes unvested RSUs, which generally vest on the third anniversary of the date of grant, based on continuing employment, subject to acceleration in the event of a change in control or certain termination events. Mr. Goyal, Ms. Maciolek, and Mr. Whitehead’s April 14, 2025 retention awards fully vest on the second anniversary of the grant date. Ms. Joubert’s April 14, 2025 retention award vests 37.5% on April 14, 2026 and the remaining 62.5% on April 14, 2027. |

  168. Outstanding Equity Awards at Fiscal Year-End

    | (f) Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $46.68 for Class B common stock on December 31, 2025. Values shown above include dividend equivalents accrued on awards through December 31, 2025. |

  169. Outstanding Equity Awards at Fiscal Year-End

    | (g) This column represents unvested PSUs at the value the awards will pay assuming target performance for awards granted on February 27, 2023, March 4, 2024, and March 5, 2025. These awards will vest upon achievement of at least the threshold performance level at the conclusion of the performance period upon Compensation & HR Committee certification of performance, subject to acceleration in the event of a change in control. Typically, the performance period is three years, beginning with the fiscal year in which the award was granted. The final payout for the 2023 awards will be between 0% - 200% and for 2024 and 2025 awards between 0% - 240% depending on final performance. Mr. Hattersley’s PSU awards will continue to vest on their normal vesting schedule in accordance with their terms. Ms. St. Jacques’ 2024 and 2025 PSU awards pro-rated and will continue to vest on their normal vesting schedule in accordance with her termination agreement with the Company. See “Potential Payments Upon Termination or Change in Control.” |

  170. Outstanding Equity Awards at Fiscal Year-End

    | (h) The value of PSUs is calculated by multiplying the number of unvested PSUs by the closing market price of $46.68 for Class B common stock on December 31, 2025. The final payout may be more or less depending on final performance. Values shown above include dividend equivalents accrued on awards through December 31, 2025. |

  171. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information for each of our NEOs regarding stock options exercised and stock awards vested during fiscal year 2025.

  172. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized On | | | Acquired on Exercise | Upon Exercise | Acquired on Vesting | Vesting | | Name of Executive Officer | (#) | ($)(1) | (#) | ($)(1) | | Rahul Goyal | — | — | 9,008 | 552,100 | | Gavin D.K. Hattersley | — | — | 126,104 | 7,728,914 | | Tracey I. Joubert | — | — | 33,779 | 2,070,315 | | Michelle St. Jacques | — | — | 35,905 | 1,934,966 | | Natalie Maciolek | — | — | 9,583 | 442,543 | | Darrin Vohs | — | — | 6,589 | 403,840 | | Philip M. Whitehead | — | — | 6,589 | 403,840 |

  173. Option Exercises and Stock Vested

    | (1) For stock awards vested, the values were calculated using the closing market price of the Class B common stock on the date of vesting. No stock options were exercised in fiscal year 2025. |

  174. Option Exercises and Stock Vested

    | 72 | | 2026 Proxy Statement |

  175. Pension Benefits

    Pension Benefits The following table sets forth the present value of accumulated benefits payable to each of the NEOs under our tax-qualified retirement plans as well as our non-qualified supplemental plan and their years of service.

  176. Pension Benefits

    | | | Number of | Present Value of | Payments | | | | Years Credited | Accumulated | During Last | | | | Service | Benefits | Fiscal Year | | Name | Plan Name(1) | (#)(1) | ($) | ($) | | Rahul Goyal | Molson Coors Pension Plan | 5 | 77,487 | — | | | — | — | — | — | | Gavin D.K. Hattersley | Molson Coors Pension Plan | 5 | 226,802 | — | | | Molson Coors Benefit Equalization Plan | 5 | 294,972 | — | | Tracey I. Joubert | Molson Coors Pension Plan | 5 | 211,340 | — | | | Molson Coors Benefit Equalization Plan | 5 | 66,175 | — | | Michelle St. Jacques(2) | — | — | — | — | | Natalie Maciolek(2) | — | — | — | — | | Darrin Vohs | Molson Coors Pension Plan | 5 | 373,892 | — | | Philip M. Whitehead(3) | Molson Coors UK Pension Plan | 4 | 208,654 | — |

  177. Pension Benefits

    | (1) Actual years of service differ as follows: Mr. Goyal (25 years), Mr. Hattersley (29 years), Ms. Joubert (28 years), Mr. Whitehead (20 years), and Mr. Vohs (31 years). |

  178. Pension Benefits

    | (2) Ms. St. Jacques and Ms. Maciolek are not participants in any defined benefit pension plan. |

  179. Pension Benefits

    | (3) Mr. Whitehead’s Accumulated Benefits were converted from GBP to USD using a 2025 average of 1.319. |

  180. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information for each of the NEOs regarding executive and Company contributions, aggregate earnings (on the entire account balance) accrued during 2025, and aggregate withdrawals/distributions, as well as year-end account balances under the deferred compensation plans.

  181. Non-Qualified Deferred Compensation

    | | | | Company | Aggregate | | Aggregate | | | | Executive | Contributions in | Earnings in | Aggregate | Balance at | | | | Contributions in | Last Fiscal | Last Fiscal | Withdrawals/ | Last Fiscal | | | | Last Fiscal Year(1) | Year(2) | Year | Distributions | Year-End | | Name | Plan | (a) ($) | (b) ($) | (c) ($) | (d) ($) | (e) ($) | | Rahul Goyal | Molson Coors Deferred Compensation Plan (DCP) | — | 50,879 | 61,964 | — | 413,244 | | Gavin D.K. Hattersley | DCP | — | 257,378 | 606,715 | — | 4,491,130 | | Tracey I. Joubert | DCP | — | 117,940 | 476,751 | 85,008(3) | 3,376,238 | | Michelle St. Jacques | DCP | — | 83,679 | 18,077 | — | 593,678 | | Natalie Maciolek | DCP | — | 66,257 | 1,485 | — | 113,643 | | Darrin Vohs | DCP | 4,736 | 32,535 | 118,504 | — | 887,417 | | Philip M. Whitehead | — | — | — | — | — | — |

  182. Non-Qualified Deferred Compensation

    | (1) Executive Contributions in the Last Fiscal Year to the DCP are reflected in the “Summary Compensation Table” in the “Salary” and “Non-Equity Incentive Plan Compensation” columns. |

  183. Non-Qualified Deferred Compensation

    | (2) Company Contributions in the Last Fiscal Year to the DCP are reflected in the “Summary Compensation Table” in the “All Other Compensation” column. |

  184. Non-Qualified Deferred Compensation

    | (3) Represents an in-service distribution. |

  185. Non-Qualified Deferred Compensation

    | 74 | | 2026 Proxy Statement |

  186. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table reflects the incremental amount of compensation payable to each NEO in the event of various termination scenarios or a change in control of the Company. The amounts shown assume that such termination was effective as of December 31, 2025, and the value of the Class B common stock was the December 31, 2025 closing market price of $46.68 per share, and the PSUs are at target attainment. The amounts do not include benefits earned or vested on or before December 31, 2025, or benefits provided under insurance or regular programs generally available to salaried employees.

  187. Potential Payments Upon Termination or Change in Control

    | | Voluntary | Involuntary | | | Change in | | | Separation Or | Termination | Termination | Disability/ | Control(5) | | | Retirement(1) | Without Cause(2) | for Cause(3) | Death(4) | ($) | | Name | ($) | ($) | ($) | ($) | | | Rahul Goyal | | | | | | | Severance Payments | — | 2,750,000 | — | — | 8,250,000 | | Benefits and Perquisites | — | 20,119 | — | — | 37,228 | | Acceleration of Vesting of Stock Options | — | — | — | — | — | | Acceleration of Vesting of RSUs/PSUs | — | 1,045,964 | — | 1,295,323 | 3,639,966 | | Tracey I. Joubert | | | | | | | Severance Payments | — | 1,721,795 | — | — | 3,443,590 | | Benefits and Perquisites | — | 20,419 | — | — | 37,678 | | Acceleration of Vesting of Stock Options | — | — | — | — | — | | Acceleration of Vesting of RSUs/PSUs | 3,082,514 | 4,162,663 | — | 5,165,189 | 6,632,388 | | Natalie Maciolek | | | | | | | Severance Payments | — | 1,215,000 | — | — | 2,430,000 | | Benefits and Perquisites | — | 12,535 | — | — | 25,852 | | Acceleration of Vesting of Stock Options | — | — | — | — | — | | Acceleration of Vesting of RSUs/PSUs | — | 1,145,107 | — | 1,145,107 | 2,046,731 | | Darrin Vohs | | | | | | | Severance Payments | — | 739,978 | — | — | 1,479,956 | | Benefits and Perquisites | — | 12,535 | — | — | 25,852 | | Acceleration of Vesting of Stock Options | — | — | — | — | — | | Acceleration of Vesting of RSUs/PSUs | 731,149 | 205,899 | — | 473,242 | 738,851 | | Philip M. Whitehead | | | | | | | Severance Payments | — | 939,788 | — | — | 1,879,576 | | Benefits and Perquisites | — | — | — | — | 4,793 | | Acceleration of Vesting of Stock Options | — | — | — | — | — | | Acceleration of Vesting of RSUs/PSUs | — | 821,265 | — | 924,124 | 1,624,277 |

  188. Potential Payments Upon Termination or Change in Control

    | (1) Ms. Joubert is retirement eligible (based on age and years of service) for purposes of the Incentive Compensation Plan and is entitled to: full accelerated vesting of her 2023 stock options; accelerated vesting on a pro-rata portion of 2024 stock options; full vesting on their regular schedule for 2025 stock options; pro-rata accelerated vesting on her 2023 and 2024 RSUs; and full vesting on regular schedule for 2025 RSUs. Further, Ms. Joubert’s 2023 and 2024 PSUs both prorate and continue to vest on regular schedule, and she is entitled to full vesting on her 2025 PSUs on regular vest date. Her April 14, 2025 retention grant will cancel if retires prior to vest date. Mr. Vohs is retirement eligible (based on age and years of service) for purposes of the Incentive Compensation Plan and is entitled to: full accelerated vesting of his 2023 stock options; pro-rata accelerated vesting of his 2024 stock options and full vesting on regular schedule of his 2025 stock options; pro-rata accelerated vesting of his 2023 and 2024 RSUs; full vesting on their regular schedule of his 2025 RSUs; pro-rata vesting of his 2023 and 2024 PSUs during the regular vesting period; and full vesting of his 2025 PSUs, with regular vesting periods. The amounts in the table reflect the: (i) intrinsic value of the acceleration of vesting of “in the money” stock options (the difference between the exercise price and $46.68, the closing price of the Class B common stock on December 31, 2025):all were currently under water however; and (ii) the value of the applicable vesting PSUs and RSUs calculated using the closing price of the Class B common stock on December 31, 2025 which was $46.68. PSUs are still subject to the Company meeting the applicable performance requirements. The table assumes performance at target. Mr. Goyal and Ms. Maciolek were not retirement eligible as of December 31, 2025 and would receive no benefits on equity awards. |

  189. Potential Payments Upon Termination or Change in Control

    | (2) For Mr. Goyal, Mses. Joubert and Maciolek and Mr. Vohs, the amounts are pursuant to the Molson Coors U.S. Severance Pay Plan and assume the involuntary termination is eligible for payments under the definitions in that Plan. Ms. Joubert and Mr. Vohs are retirement eligible and therefore the amount reflects the retirement treatment outlined above, plus a cash payment for 2023 outstanding RSUs only with an original vest date within one year of the separation date. For Mr. Goyal, Ms. Maciolek and Mr. Whitehead, none are retirement eligible and the amounts reflect any outstanding RSUs with an original vest date within one year of the separation date and will be paid in cash for 2023 RSU awards only, plus pro-rata vesting on their 2024 and 2025 annual RSUs, PSUs, and stock options |

  190. Potential Payments Upon Termination or Change in Control

    | 76 | | 2026 Proxy Statement |

  191. Potential Payments Upon Termination or Change in Control

    | and full vesting on their April 2025 RSU awards. For 2023 RSUs that are paid in cash, the value would be the average of the Class B common stock closing price for the prior 30 days, or $46.57 for the purposes of this table. |

  192. Potential Payments Upon Termination or Change in Control

    | (3) No payments are made to any NEO if terminated for cause, and all options and unvested RSUs and PSUs are forfeited, regardless of whether the options are vested. |

  193. Potential Payments Upon Termination or Change in Control

    | (4) The amounts in the table reflect the pro-rata value of all RSUs and PSUs. Despite the retirement status of the NEOs no value is shown for the intrinsic value of the acceleration of vesting of “in the money” stock options (the difference between the exercise price and $46.68, the closing price of the Class B common stock on December 31, 2025) because the exercise price exceeded $46.68. |

  194. Potential Payments Upon Termination or Change in Control

    | (5) For Mses. Joubert and Maciolek, Mr. Goyal and Mr. Vohs, the amounts in the table, under Severance Payments and Benefits and Perquisites, reflect the payments under the CIC Program. The amounts shown reflect the value of PSUs and RSUs using $46.68 the closing price of the Class B common stock on December 31, 2025. The value of the RSUs and PSUs reflect immediate full vesting. The value of the PSUs is calculated assuming performance at 100% of target for PSUs issued in 2025, 2024 and 2023. No value is shown for the intrinsic value of the acceleration of vesting of “in the money” stock options (the difference between the exercise price and $46.68, the closing price of the Class B common stock on December 31, 2025) because the exercise price exceeded $46.68. |

  195. Potential Payments Upon Termination or Change in Control

    Mr. Hattersley was retirement eligible (based on age and years of service) for the purposes of the Incentive Compensation Plan at the time of his retirement from the Company effective December 31, 2025, and received full vesting of his RSUs, PSUs, and Options on their normal vesting schedule. The Company and Mr. Hattersley entered into an advisory letter agreement on September 15, 2025 pursuant to which he agreed to serve as Special Advisor beginning October 1, 2025 through the end of the calendar year with a salary equal to his current base salary, continued eligibility to participate in the 2025 MCIP and continued eligibility for existing employee benefits. In connection with Ms. St. Jacques’ departure from the Company effective November 14, 2025 with a severance start date of November 15, 2025 (the “severance date”), the Company and Ms. St. Jacques entered into a termination agreement. Pursuant to the termination agreement Ms. St. Jacques, in exchange for a customary release of claims against the Company, received the following: (i) a cash severance payment in the amount of $750,282 (the “severance payment”), payable in equal installments over a 52-week period (the “severance period”), except that pursuant to the terms of the agreement she received a lump sum payout as of February 23, 2026 for her remaining installments because she commenced work with a new employer on that date; (ii) a cash payment of $93,588 equivalent to a prorated 2025 MCIP bonus based on actual Company performance and her individual performance component paid at 100% of target; and (iii) a cash payment equivalent to her target 2025 MCIP bonus in the amount of $675,254 (the” target bonus amount”) to be paid on November 14, 2026. If Ms. St. Jacques commences work with a new employer that is a competitor, she will forfeit the target bonus amount and any remaining installments of the severance payment (or if she received the severance payment in a lump sum she will be required to repay the portion she would have been paid through the end of the severance period). Ms. St. Jacques will have one year following the severance date to exercise her stock options that were already vested as of the severance date. Her 2023 RSUs, PSUs and unvested stock options were cancelled according to their terms, but in accordance with the Company’s U.S. Severance Pay Plan, she received a cash payment of $1,318,058, which is equivalent to the value of her unvested 2023 RSUs and unvested 2023-2025 PSUs which would otherwise have vested in February 2026. A pro rata portion of her 2024 and 2025 options vested on the severance date, with a three-year post-termination exercise period. A pro rata portion of her 2024 and 2025 RSUs vested on the severance date. Her 2024 and 2025 PSUs were prorated and will vest in 2027 and 2028, respectively, based on actual company performance. Her 2025 retention grant of RSUs vested in full on the severance date. In addition, Ms. St. Jacques will receive certain benefits and remains subject to certain customary provisions relating to continued cooperation with the Company as well as certain customary non-disparagement and confidentiality covenants.

  196. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Act, we are required to calculate and disclose the annual total compensation of our median employee and the ratio of the compensation of the median employee to the annual total compensation of our CEO (the CEO Pay Ratio).

  197. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio

  198. 2025 CEO Pay Ratio

    | Annual total compensation of our CEO in 2025 | $9,402,624 | | Annual total compensation of our estimated median employee in 2025 | $97,029 | | RESULTING CEO PAY RATIO | 97 to 1 |

  199. Methodology

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” (CAP) to Mr. Hattersley and Mr. Goyal, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned, realized or received by Mr. Hattersley or Mr. Goyal during the applicable year. In accordance with the requirements of Item 402(v), the following amounts were deducted from and added to Mr. Hattersley’s or Mr. Goyal’s SCT total compensation for 2025 to determine CAP: |

  200. Methodology

    | (c) The amount included in this column is the amount reported in "Change in Pension and Nonqualified Deferred Compensation" column of the SCT. For 2025, the change in pension value was negative and accordingly was not reflected in the table pursuant to applicable SEC rules. |

  201. Methodology

    | (d) The amount included in this column is the amount reported in "Change in Pension and Nonqualified Deferred Compensation" column of the SCT. For 2025, the change in pension value was negative and accordingly was not reflected in the table pursuant to applicable SEC rules. |

  202. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table

  203. Compensation Actually Paid and Total Shareholder Return

    Compensation Actually Paid and Total Shareholder Return Changes in our share price have a direct impact on the value of equity-based compensation issued to our NEOs, which makes up a significant portion of the value of compensation received – approximately 72% for our PEO and 56% for other NEOs. As shown below, both PEO and non-PEO CAP are highly aligned with cumulative Company TSR and TSR performance relative to the peer group included in the pay versus performance tabular disclosure above.

  204. Compensation Actually Paid and Total Shareholder Return

    | | |

  205. Compensation Actually Paid and Other Measures

    Compensation Actually Paid and Other Measures We do not use GAAP Net Income as a metric within either our short- or long-term incentive plans. The relationship between this measure and CAP is shown below:

  206. Compensation Actually Paid and Other Measures

    | | |

  207. Compensation Actually Paid and Other Measures

    | 2026 Proxy Statement | | 83 |

  208. Compensation Actually Paid and Other Measures

    Underlying NSR is a significant metric included in both our annual incentives on a single year basis and in our PSUs on a cumulative basis (weighted 30% for annual incentives and 25% for PSU grants made prior to 2024). The Underlying NSR alignment with CAP for our executives is shown below:

  209. Compensation Actually Paid and Other Measures

    | | |

  210. Compensation Actually Paid and Other Measures

    | 84 | | 2026 Proxy Statement |

  211. Compensation Actually Paid and Other Measures

    Our Board is asking Class A Holders to ratify the Audit Committee’s appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026. PwC is considered by the Audit Committee to be well qualified and was our independent registered public accounting firm for the fiscal year ended December 31, 2025. PwC has served as our independent registered public accounting firm since 1974. Our Audit Committee and Board believe the continued retention of PwC as our independent registered public accounting firm is in the best interest of our Company and stockholders. In order to assure continuing auditor independence, the Audit Committee discusses with management the timing and process for rotation of our lead audit partner, the concurring partner and any other active audit engagement partner and considers whether there should be a regular rotation of the audit firm itself. Our current lead audit partner is in the first year of his rotation. Representatives of PwC are expected to attend the Annual Meeting to respond to appropriate questions and may make a statement if they so desire. If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment.

  212. Compensation Actually Paid and Other Measures

    | 2026 Proxy Statement | | 85 |

  213. Compensation Actually Paid and Other Measures

    Proposal No. 3 — Ratify Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

  214. ●FOR the election of all director nominees of the applicable class as set forth in this Proxy Statement

    ●FOR the election of all director nominees of the applicable class as set forth in this Proxy Statement