BELLRING BRANDS, INC.BRBR
BELLRING BRANDS, INC. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
The Company’s employees participate in the Company’s long-term incentive plan (the “BellRing Long-Term Incentive Plan”). Awards issued under the BellRing Long-Term Incentive Plan have a maximum term of 10 years, provided, however, that the Corporate Governance and Compensation Committee of the Company’s Board of Directors may, in its discretion, grant awards with a longer term to participants who are located outside of the U.S. On September 12, 2024, the Company registered an additional 6.0 million shares reserved for issuance under the BellRing Long-Term Incentive Plan. At September 30, 2025 there were 6.2 million shares available to be issued for stock-based compensation awards under the BellRing Long-Term Incentive Plan.
During the years ended September 30, 2025, 2024 and 2023, total compensation cost for the Company’s non-cash stock-based compensation awards recognized was $22.1, $21.0 and $14.2, respectively, and the related recognized deferred tax benefit was $1.6, $2.0 and $1.6, respectively. As of September 30, 2025, the total compensation cost related to the Company’s nonvested awards not yet recognized was $24.7, which is expected to be recognized over a weighted-average period of 0.9 years.
Stock Options
Information about stock options is summarized in the following table.
$ in millions, except per share | Stock Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | |||||||||||||||||||
| Outstanding at September 30, 2024 | 258,987 | $ | 17.74 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (11,000) | 17.30 | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
| Outstanding at September 30, 2025 | 247,987 | 17.76 | 4.83 | $ | 4.6 | ||||||||||||||||||
| Vested and expected to vest as of September 30, 2025 | 247,987 | 17.76 | 4.83 | 4.6 | |||||||||||||||||||
| Exercisable at September 30, 2025 | 247,987 | 17.76 | 4.83 | 4.6 | |||||||||||||||||||
There were no stock options granted during the years ended September 30, 2025, 2024 or 2023. The total intrinsic value of stock options exercised was $0.2 in the year ended September 30, 2025, and the Company received proceeds from the exercise of stock options of $0.2 during the year ended September 30, 2025. There were no stock options exercised during the years ended September 30, 2024 or 2023.
Restricted Stock Units (“RSUs”)
Information about RSUs is summarized in the following table.
RSUs | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested at September 30, 2024 | 433,260 | $ | 36.63 | ||||||||
| Granted | 132,824 | 69.67 | |||||||||
| Vested | (198,417) | 31.04 | |||||||||
| Forfeited | (17,972) | 39.77 | |||||||||
| Nonvested at September 30, 2025 | 349,695 | 42.48 | |||||||||
The grant date fair value of each RSU was determined based upon the closing price of the Company’s common stock on the date of grant. The weighted-average grant date fair value of nonvested RSUs was $42.48, $36.63 and $24.06 at September 30, 2025, 2024 and 2023, respectively. The total vest date fair value of RSUs that vested during fiscal 2025, 2024 and 2023 was $14.4, $11.8 and $7.8, respectively.
Performance Restricted Stock Units (“PRSUs”)
Information about PRSUs is summarized in the following table.
PRSUs | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested at September 30, 2024 | 773,194 | $ | 53.79 | ||||||||
| Granted | 85,818 | 129.89 | |||||||||
Adjustment for performance achievement (a) | 600,351 | n/a | |||||||||
| Vested | (975,570) | 41.44 | |||||||||
| Forfeited | — | — | |||||||||
| Nonvested at September 30, 2025 | 483,793 | 77.47 | |||||||||
(a)Represents the adjustment to previously granted PRSUs for performance achievement.
The Company grants PRSUs to certain employees and directors. These awards will be earned by comparing the Company’s total shareholder return (“TSR”) during a period of approximately three years to the respective TSRs of companies in a performance peer group. Based upon the Company’s ranking in its performance peer group when comparing TSRs, a recipient of the PRSU grant may earn a total award ranging from 0% to 260% of the target award. The fair value of each PRSU was estimated on the grant date using a Monte Carlo simulation. The total vest date fair value of PRSUs that vested during fiscal 2025 was $75.6. No PRSUs vested during fiscal 2024 or 2023.
The weighted-average assumptions for PRSUs granted during the years ended September 30, 2025, 2024 and 2023 are summarized in the table below.
| 2025 | 2024 | 2023 | |||||||||||||||
Expected term | 3 years | 3 years | 3 years | ||||||||||||||
| Expected stock price volatility | 36.5% | 39.4% | 46.8% | ||||||||||||||
| Risk-free interest rate | 4.1% | 4.7% | 4.1% | ||||||||||||||
| Expected dividends | —% | —% | —% | ||||||||||||||
Fair value (per PRSU) | $129.89 | $81.42 | $45.26 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 18, 2025 | Showing above |
| 2024 | Nov 19, 2024 | |
| 2023 | Nov 21, 2023 | |
| 2022 | Nov 17, 2022 | |
| 2021 | Nov 19, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.