---
ticker: TAP
company: Molson Coors Beverage Company
filing_type: 10-K
year_current: 2025
year_prior: 2024
risks_added: 0
risks_removed: 0
risks_modified: 2
risks_unchanged: 6
source: SEC EDGAR
url: https://riskdiff.com/tap/2025-vs-2024/
markdown_url: https://riskdiff.com/tap/2025-vs-2024/index.md
generated: 2026-05-10
---

# Molson Coors Beverage Company: 10-K Risk Factor Changes 2025 vs 2024

> Source: U.S. Securities and Exchange Commission (EDGAR)  
> Generated: 2026-05-10  
> All data extracted directly from official filings. No hallucinated content.

> **[AI-Generated Summary]** The paragraph below was produced by a language
> model and may contain errors. All other content on this page is deterministically
> extracted from the original SEC filing.

> Molson Coors maintained stable risk disclosure with eight total risk factors, making no additions or removals between the 2024 and 2025 filings. Two risks underwent substantive modifications: "Risks Related to Acquisitions and Joint Ventures" and "Additional Risks Related to our Americas Segment" were updated to reflect evolving business conditions. The company's risk factor structure remained otherwise consistent, with six risks carried forward unchanged from the prior year.

---

## Summary

| Status | Count |
|--------|-------|
| New risks added | 0 |
| Risks removed | 0 |
| Risks modified | 2 |
| Unchanged | 6 |

---

## Modified: Risks Related to Acquisitions and Joint Ventures

**Key changes:**

- Reworded sentence: "Risks associated with operating our joint ventures or other strategic partnerships may materially adversely affect our business and financial results."
- Removed sentence: "We also have a joint venture in the U.K."
- Removed sentence: "regarding the production and distribution of Cobra beer."
- Reworded sentence: "As previously referenced, BRI owns and operates commercial retail outlets, known as TBS or "The Beer Store", in Ontario, and BDL facilitates the distribution of our products in the western Canadian provinces."
- Reworded sentence: "Our joint venture arrangements or other partnerships may require us, among other matters, to pay certain costs or to make certain capital investments or to seek our partner's consent to take certain actions."

**Prior (2024):**

Risks associated with operating our joint ventures may materially adversely affect our business and financial results. We have entered into several joint ventures, including our joint ventures with Ball Corporation (i.e., Rocky Mountain Metal Container), and with Owens-Brockway Glass Container Inc. (i.e., Rocky Mountain Bottle Company), for a portion of our aluminum and glass packaging supply in the U.S., respectively. We have also entered into a joint venture with The Yuengling Company LLC to expand the distribution of Yuengling beer in the western U.S. We also have a joint venture in the U.K. regarding the production and distribution of Cobra beer. Additionally, in certain Canadian provinces, we rely on joint venture agreements with BRI and BDL to distribute our products via retail outlets that are mandated and regulated by provincial government regulators. As previously referenced, BRI owns and operates commercial retail outlets, known as The Beer Store, in Ontario, and BDL facilitates the distribution of our products in the western Canadian provinces. We may enter into additional joint ventures in the future. Our joint venture partners may at any time have economic, business or legal interests or goals that are inconsistent with our goals or with the goals of the joint venture. In addition, we compete against our joint venture partners in certain of our other markets. Disagreements with our business partners may impede our ability to maximize the benefits of our partnerships. Our joint venture arrangements may require us, among other matters, to pay certain costs or to make certain capital investments or to seek our joint venture partner's consent to take certain actions. In addition, our joint venture partners may be unable or unwilling to meet their economic or other obligations under the operative documents, or may become insolvent or file for bankruptcy protection and we may be required to either fulfill those obligations alone to ensure the ongoing success of a joint venture or to dissolve and liquidate a joint venture. Failure to successfully identify, complete or integrate attractive acquisitions and joint ventures into our existing operations could have an adverse effect on our business and financial results. We have made a number of acquisitions and entered into several strategic joint ventures. In order to compete in the consolidating global brewing and beverage industry, we anticipate that we may, from time to time, in the future acquire additional businesses like the Blue Run Spirits, Inc ("Blue Run") acquisition in the third quarter of 2023 or enter into additional joint ventures that we believe would provide a strategic fit with our business. Potential risks associated with acquisitions and joint ventures could include, among other things: •our ability to identify attractive acquisitions and joint ventures; •our ability to offer potential acquisition targets and joint venture partners' competitive transaction terms; •our ability to raise capital on reasonable terms to finance attractive acquisitions and joint ventures; •our ability to realize the benefits or cost savings that we expect to realize as a result of the acquisition or joint venture; •diversion of management's attention; •our ability to successfully integrate our businesses with the business of the acquired company; •motivating, recruiting and retaining key employees; •conforming standards, controls, procedures and policies, business cultures and compensation structures among our company and the acquired company; •consolidating and streamlining sales, marketing and corporate operations; •potential exposure to unknown liabilities of acquired companies; •potential exposure to unknown or future liabilities or costs that affect the markets in which acquired companies or joint ventures operate; •reputational or other damage due to the conduct of a joint venture partner or the prior conduct of an acquired company; •loss of key employees and customers of an acquired company; and 28 28 28 Table of Contents Table of Contents •managing tax costs or inefficiencies associated with integrating our operations following completion of an acquisition or entry into a joint venture.

**Current (2025):**

Risks associated with operating our joint ventures or other strategic partnerships may materially adversely affect our business and financial results. We have entered into several joint ventures, including our joint ventures with Ball Corporation (i.e., Rocky Mountain Metal Container), and with Owens-Brockway Glass Container Inc. (i.e., Rocky Mountain Bottle Company), for a portion of our aluminum and glass packaging supply in the U.S., respectively. We have also entered into a joint venture with The Yuengling Company LLC to expand the distribution of Yuengling beer in the western U.S. Additionally, in certain Canadian provinces, we rely on joint venture agreements with BRI and BDL to distribute our products via retail outlets that are mandated and regulated by provincial government regulators. As previously referenced, BRI owns and operates commercial retail outlets, known as TBS or "The Beer Store", in Ontario, and BDL facilitates the distribution of our products in the western Canadian provinces. In the U.S. in October 2024, we took a majority ownership stake in ZOA Energy LLC ("ZOA"). We may enter into additional joint ventures or other strategic partnerships in the future. Our partners may at any time have economic, business or legal interests or goals that are inconsistent with our goals or with the goals of the joint venture or partnership. In addition, we compete against our partners in certain of our other markets. Disagreements with our business partners may impede our ability to maximize the benefits of our partnerships. Our joint venture arrangements or other partnerships may require us, among other matters, to pay certain costs or to make certain capital investments or to seek our partner's consent to take certain actions. In addition, our partners may be unable or unwilling to meet their economic or other obligations under the operative documents, or may become insolvent or file for bankruptcy protection and we may be required to either fulfill those obligations alone to ensure the ongoing success of the partnership or to dissolve and liquidate. Post-pandemic trends of consumers transitioning between channels and categories could impact the revenue growth expectations of partnership brands or newly owned brands. Moreover, as we further develop our own portfolio, we may face challenges meeting all contractual obligations within our current partnerships or having to invest in more marketing assets to sustain partnership brands. Failure to successfully identify, complete or integrate attractive acquisitions, joint ventures and other strategic partnerships into our existing operations could have an adverse effect on our business and financial results. We have made a number of acquisitions and entered into several strategic joint ventures and partnerships. In order to compete in the consolidating global brewing and beverage industry, we anticipate that we may, from time to time, in the future acquire additional businesses like the Blue Run Spirits, Inc ("Blue Run") acquisition in the third quarter of 2023, the increase in our investment in ZOA in the fourth quarter of 2024 and the entry into the partnership with Fever-Tree in the first quarter of 2025, or enter into additional joint ventures or other partnerships that we believe would provide a strategic fit with our business. Potential risks associated with acquisitions and joint ventures could include, among other things: •our ability to identify attractive acquisitions, joint ventures and other strategic partnerships; •our ability to offer potential acquisition targets and joint venture partners' competitive transaction terms; •our ability to raise capital on reasonable terms to finance attractive acquisitions, joint ventures and other strategic partnerships; •our ability to realize the benefits or cost savings that we expect to realize as a result of the acquisition, joint venture or other strategic partnerships; •diversion of management's attention; •our ability to successfully integrate the business of the acquired company with our business; •motivating, recruiting and retaining key employees; •conforming standards, controls, procedures and policies, systems, business cultures and compensation structures among our company and the acquired company; •consolidating and streamlining sales, marketing and corporate operations; •potential exposure to unknown liabilities of acquired companies; •potential exposure to unknown or future liabilities or costs that affect the markets in which acquired companies, joint ventures or strategic partnerships operate; •reputational or other damage due to the conduct of a joint venture or other partner or the prior conduct of an acquired company; •loss of key employees and customers of an acquired company; 29 29 29 Table of Contents Table of Contents •managing tax costs or inefficiencies associated with integrating our operations following completion of an acquisition or entry into a joint venture or other partnerships; •exposure to unfamiliar legal and regulatory requirements entering a new market or jurisdiction; •incompatibility of technology systems delaying realization of assumed synergies; and •exchange rate fluctuations triggering material variances between expected financial returns and actual financial returns.

---

## Modified: Additional Risks Related to our Americas Segment

**Key changes:**

- Reworded sentence: "We sell nearly all of our products, including our imported products, in the U.S."
- Reworded sentence: "These independent distributors are entitled to exclusive territories and are protected from termination by state statutes and regulations."
- Reworded sentence: "Consolidation among distributors could create a more challenging competitive landscape for our products and could hinder the distribution and sale of our products as distributors could put focus on other brands within their portfolio instead of ours."
- Reworded sentence: "This could negatively impact sales of our products and increase prices."
- Reworded sentence: "In Canada, the retail distribution of beer and certain other alcohol is primarily a provincial responsibility."

**Prior (2024):**

Our U.S. business is highly dependent on independent distributors to sell our products, with no assurance that these distributors will effectively sell our products, and distributor consolidation in the U.S. could harm our business and financial results. We sell nearly all of our products, including all of our imported products, in the U.S. to independent distributors for resale to retail outlets. These independent distributors are entitled to exclusive territories and protected from termination by state statutes and regulations. Consequently, if we are not allowed, or are unable under acceptable terms or at all, to replace unproductive or inefficient distributors, our business, financial position and results of operation may be adversely affected, which could have a material adverse effect on our business and financial results. Further, in recent years, there has been a consolidation of independent distributors, resulting in distributors with increased leverage over suppliers due to the distributor's share of the supplier business, exclusive territorial appointments and regulatory protection of distribution agreements. We have limited ability to influence decisions regarding distributor consolidation, which, regardless of size, carries a risk of decreased investment in service and local marketing in the interest of paying down the leverage required to fund a transaction. Consolidation among distributors could create a more challenging competitive landscape for our products and could hinder the distribution and sale of our products. There is a risk that consolidation of distributors could further increase due to potential changes in tax laws in the markets in which we operate. This could negatively impact sales of certain growth driver products, such as hard seltzers and ready to drink beverages, and increase prices. Our unique portfolio may require more brand building than our competitors, which could be adversely affected in the event of distributor consolidation. Changes in distributors' strategies, including a reduction in the number of brands they carry, may adversely affect our growth, business, financial results and market share. Government mandated changes to the retail distribution model resulting from new regulations may have a material adverse effect on our Canada business. The Province of Ontario and Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd. (collectively, the "Representative Owners"), and Brewers Retail Inc., operating under the name "The Beer Store" ("TBS"), are parties to a Master Framework Agreement ("MFA") that dictates the terms of the beer distribution and retail systems in Ontario. The initial term of the Master Framework Agreement does not expire until December 31, 2025, and the MFA contains a provision requiring two-year advance notice of the government's intention to not renew the MFA. In December 2023, the Province of Ontario notified the Representative Owners and TBS that it would not be renewing the MFA after the initial term of the MFA expires on December 31, 2025. The Province of Ontario simultaneously announced a set of non-binding Key Principles agreed upon between the Province of Ontario, the Representative Owners, and TBS, concerning the intended features of the future marketplace for beer distribution and retail systems in the Province of Ontario to be introduced no later than January 1, 2026. Under the Key Principles, TBS will continue its retail operations and will continue to be the primary distributor of beer in the Province of Ontario at least through 2031. The Key Principles also state grocery stores, convenience stores, gas stations, and big-box retailers in the Province of Ontario will be able to apply for licenses to sell beer, wine, cider, and ready-to-drink cocktails starting in 2026. The impacts of the Key Principles are still being analyzed and could have a negative impact on the results of operations, cash flows and financial position of our Americas Segment. Indemnities provided to the purchaser of our previous interest in the Cervejarias Kaiser Brasil S.A. ("Kaiser") business in Brazil could result in future cash outflows and statement of operations charges. In 2006, we sold our previous ownership interest in Kaiser, which was held by our Canadian business, to FEMSA Cerveza S.A. de C.V. ("FEMSA"). The terms of the sale agreement require us to indemnify FEMSA for exposures related to certain tax, civil and labor contingencies and certain purchased tax credits. The ultimate resolution of these claims is not under our control. These indemnity obligations are recorded as liabilities on our consolidated balance sheets; however, we could incur future statement of operations charges due to changes to our estimates or changes in our assessment of probability of loss on these items as well as due to fluctuations in foreign exchange rates. Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations charges/credits could result in the future.

**Current (2025):**

Our U.S. business is highly dependent on independent distributors to sell our products, with no assurance that these distributors will effectively sell our products, and distributor consolidation in the U.S. could harm our business and financial results. We sell nearly all of our products, including our imported products, in the U.S. to independent distributors for resale to retail outlets. These independent distributors are entitled to exclusive territories and are protected from termination by state statutes and regulations. Consequently, if we are not allowed, or are unable under acceptable terms or at all, to replace unproductive or inefficient distributors, our business, financial position and results of operation may be adversely affected, which could have a material adverse effect on our business and financial results. Further, in recent years, there has been a consolidation of independent distributors, resulting in distributors with increased leverage over suppliers due to the distributor's share of the supplier business, exclusive territorial appointments and regulatory protection of distribution agreements. We have limited ability to influence decisions regarding distributor consolidation, which, regardless of size, carries a risk of decreased investment in service and local marketing in the interest of paying down the leverage required to fund a transaction. Consolidation among distributors could create a more challenging competitive landscape for our products and could hinder the distribution and sale of our products as distributors could put focus on other brands within their portfolio instead of ours. There is a risk that consolidation of distributors could further increase due to potential changes in tax laws in the markets in which we operate. This could negatively impact sales of our products and increase prices. Our unique portfolio may require more brand building than our competitors, which could be adversely affected in the event of distributor consolidation. Changes in distributors' strategies, including a reduction in the number of brands they carry, may adversely affect our growth, business, financial results and market share. Government mandated changes to the retail distribution model resulting from new regulations may have a material adverse effect on our Canada business. In Canada, the retail distribution of beer and certain other alcohol is primarily a provincial responsibility. An Early Implementation Agreement ("EIA") was entered into in May 2024 between the Province of Ontario, Molson Canada 2005, a wholly owned indirect subsidiary of our Company, Labatt Brewing Company Limited, Sleeman Breweries Ltd. (collectively, the "Representative Owners") and Brewers Retail Inc., operating under the name "The Beer Store" ("TBS"). The EIA was effective July 18, 2024 and continues until December 31, 2030. The EIA removed grocery store pack size restrictions on beer, wine, cider and ready-to-drink alcoholic beverages as of July 18, 2024, and allowed for the expansion of licensed sale of beer, wine and ready-to-drink alcoholic beverages to all convenience stores which began on September 5, 2024 and all eligible grocery and big-box grocery stores as of October 31, 2024. The EIA requires TBS to maintain at least 386 retail locations in Ontario to support recycling, cash and carry and to preserve employment through June 30, 2025. From July 1, 2025 until December 31, 2025, TBS has the right to close additional retail locations to maintain a minimum of 300 stores. The requirements to keep a certain number of TBS stores open may result in the inefficient operations of TBS stores during that period of time. As a result, under the EIA, the Province of Ontario will provide financial support to TBS and the representative owners of up to CAD 225 million through reimbursement of costs incurred in connection with the early implementation and to TBS in connection with the operation of the agreed upon retail footprint during the interim period between the commencement date of the EIA and December 31, 2025. From January 1, 2026 onward, TBS will have the sole and absolute discretion to maintain or close any retail location. If TBS cannot transition quickly from a retail-led organization to a distribution-led organization, it may adversely impact our business, our results of operations and financial condition. In addition, the taxes and fee structure, as well as other regulatory elements are under review and are subject to change in the year ended December 31, 2025 which could have a significant adverse impact on our business. The EIA requires licensed grocery and big-box retailers more than five kilometers from a TBS store to accept and sort empty beverage alcohol containers for recycling as of the commencement date of the EIA, and beginning in 2026, all licensed grocery and big-box stores must accept and sort empty beverage alcohol containers for recycling. The expansion of the recycling program to all grocery stores could interrupt the flow of returnable bottles and may impact the quality of the returnable bottle. This could cause inefficiencies in our operations, increase the costs of packaging materials and hinder the quality of our packaging materials. 30 30 30 Table of Contents Table of Contents Such impacts of the EIA could have a negative impact on the results of operations, cash flows and financial position of our Americas segment. Similar changes to the beer distribution and retail systems in other Canadian provinces could adversely impact our business, our results of operations and financial condition. Indemnities provided to the purchaser of our previous interest in the Cervejarias Kaiser Brasil S.A. ("Kaiser") business in Brazil could result in future cash outflows and statement of operations charges. In 2006, we sold our previous ownership interest in Kaiser, which was held by our Canadian business, to FEMSA Cerveza S.A. de C.V. ("FEMSA"). The terms of the sale agreement require us to indemnify FEMSA for exposures related to certain tax, civil and labor contingencies and certain purchased tax credits. The ultimate resolution of these claims is not under our control. Any probable indemnity obligations are recorded as liabilities on our consolidated balance sheets as appropriate; however, we could incur future statement of operations charges due to changes to our estimates or changes in our assessment of probability of loss on these items as well as due to fluctuations in foreign exchange rates. Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations impacts could result in the future.

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*Data sourced from SEC EDGAR. Last updated 2026-05-10.*