{"url_path":"/sec/fizz/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 ** ** FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/69891/0001437749-26-022315-index.html","accession_number":"0001437749-26-022315","cik":"0000069891","ticker":"FIZZ","issuer_name":"NATIONAL BEVERAGE CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/69891/0001437749-26-022315-index.html","primary_entity_key":"0000069891","primary_entity_name":"NATIONAL BEVERAGE CORP"},"word_count":8253,"has_tables":true,"body_markdown":"**ITEM 8.** ** FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**\n\n**NATIONAL BEVERAGE CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED BALANCE SHEETS** \n\n(In thousands, except share data)\n\n \n\n  \nMay 2,\n  \nMay 3,\n \n\n  \n2026\n  \n2025\n \n\n**Assets**\n ** **** **** ** ** **** **** **\n\nCurrent assets:\n        \n\nCash and cash equivalents\n $349,543  $193,835 \n\nTrade receivables, net\n  104,301   104,157 \n\nInventories\n  95,520   85,109 \n\nPrepaid and other current assets\n  43,695   23,827 \n\nTotal current assets\n  593,059   406,928 \n\nProperty, plant and equipment, net\n  182,160   175,586 \n\nOperating lease right-of-use assets, net\n  56,698   70,286 \n\nGoodwill\n  13,145   13,145 \n\nIntangible assets\n  1,615   1,615 \n\nOther assets\n  4,970   5,300 \n\nTotal assets\n $851,647  $672,860 \n\n         \n\n**Liabilities and Shareholders' Equity**\n ** **** **** ** ** **** **** **\n\nCurrent liabilities:\n        \n\nAccounts payable\n $87,449  $82,448 \n\nAccrued liabilities\n  33,308   43,521 \n\nOperating lease liabilities\n  14,457   14,533 \n\nTotal current liabilities\n  135,214   140,502 \n\nDeferred income taxes, net\n  29,188   23,010 \n\nOperating lease liabilities\n  44,479   57,591 \n\nOther liabilities\n  7,052   7,758 \n\nTotal liabilities\n  215,933   228,861 \n\nCommitments and contingencies\n          \n\nShareholders' equity:\n        \n\nPreferred stock, $1 par value - 1,000,000 shares authorized Series C - 150,000 shares issued\n  150   150 \n\nCommon stock, $.01 par value - 200,000,000 shares authorized; 102,006,214 and 101,994,358 shares issued, respectively\n  1,020   1,020 \n\nAdditional paid-in capital\n  44,398   43,708 \n\nRetained earnings\n  601,398   417,750 \n\nAccumulated other comprehensive income\n  13,654   5,604 \n\nTreasury stock - at cost:\n        \n\nSeries C preferred stock - 150,000 shares\n  (5,100)  (5,100)\n\nCommon stock - 8,394,112 and 8,374,112 shares, respectively\n  (19,806)  (19,133)\n\nTotal shareholders' equity\n  635,714   443,999 \n\nTotal liabilities and shareholders' equity\n $851,647  $672,860 \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n16\n\n[Table of Contents](#toc)\n\n \n\n \n\n**NATIONAL BEVERAGE CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF INCOME**\n\n(In thousands, except per share amounts)\n\n \n\n  \nFiscal Year Ended\n \n\n  \nMay 2,\n  \nMay 3,\n  \nApril 27,\n \n\n  \n2026\n  \n2025\n  \n2024\n \n\n             \n\nNet sales\n $1,180,552  $1,201,354  $1,191,694 \n\n             \n\nCost of sales\n  743,290   757,413   763,243 \n\n             \n\nGross profit\n  437,262   443,941   428,451 \n\n             \n\nSelling, general and administrative expenses\n  207,152   208,482   209,941 \n\n             \n\nOperating income\n  230,110   235,459   218,510 \n\n             \n\nOther income, net\n  10,461   9,105   11,338 \n\n             \n\nIncome before income taxes\n  240,571   244,564   229,848 \n\n             \n\nProvision for income taxes\n  56,923   57,743   53,116 \n\n             \n\nNet income\n $183,648  $186,821  $176,732 \n\n             \n\nEarnings per common share:\n            \n\nBasic\n $1.96  $2.00  $1.89 \n\nDiluted\n $1.96  $1.99  $1.89 \n\n             \n\nWeighted average common shares outstanding:\n            \n\nBasic\n  93,617   93,607   93,429 \n\nDiluted\n  93,672   93,685   93,630 \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n17\n\n[Table of Contents](#toc)\n\n \n\n \n\n**NATIONAL BEVERAGE CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME**\n\n(In thousands)\n\n \n\n  \nFiscal Year Ended\n \n\n  \nMay 2,\n  \nMay 3,\n  \nApril 27,\n \n\n  \n2026\n  \n2025\n  \n2024\n \n\n             \n\nNet income\n $183,648  $186,821  $176,732 \n\n             \n\nOther comprehensive income, net of tax:\n            \n\n             \n\nCash flow hedges\n  7,708   535   7,910 \n\n             \n\nOther\n  342   158   186 \n\n             \n\nTotal\n  8,050   693   8,096 \n\n             \n\nComprehensive income\n $191,698  $187,514  $184,828 \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n18\n\n[Table of Contents](#toc)\n\n \n\n \n\n**NATIONAL BEVERAGE CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY**\n\n(In thousands)\n\n \n\n  \nFiscal Year Ended\n \n\n  \nMay 2, 2026\n  \nMay 3, 2025\n  \nApril 27, 2024\n \n\n  \nShares\n  \nAmount\n  \nShares\n  \nAmount\n  \nShares\n  \nAmount\n \n\n                         \n\n**Series C Preferred Stock**\n ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\nBeginning and end of year\n  150  $150   150  $150   150  $150 \n\n**Common Stock**\n ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\nBeginning of year\n  101,994   1,020   101,942   1,019   101,727   1,017 \n\nStock options exercised\n  12   -   52   1   215   2 \n\nEnd of year\n  102,006   1,020   101,994   1,020   101,942   1,019 \n\n**Additional Paid-In Capital**\n ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\nBeginning of year\n  * *   43,708   * *   42,588   * *   40,393 \n\nStock options exercised\n  * *   251   * *   514   * *   1,314 \n\nStock-based compensation expense\n  * *   439   * *   606   * *   881 \n\nEnd of year\n  * *   44,398   * *   43,708   * *   42,588 \n\n**Retained Earnings**\n ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\nBeginning of year\n  * *   417,750   * *   535,077   * *   358,345 \n\nNet income\n  * *   183,648   * *   186,821   * *   176,732 \n\nCommon stock cash dividend\n  * *   -   * *   (304,148)  * *   - \n\nEnd of year\n  * *   601,398   * *   417,750   * *   535,077 \n\n**Accumulated Other Comprehensive Income (Loss)**\n ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\nBeginning of year\n  * *   5,604   * *   4,911   * *   (3,185)\n\nCash flow hedges, net of tax\n  * *   7,708   * *   535   * *   7,910 \n\nOther, net of tax\n  * *   342   * *   158   * *   186 \n\nEnd of year\n  * *   13,654   * *   5,604   * *   4,911 \n\n**Treasury Stock - Series C Preferred**\n ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\nBeginning and end of year\n  150   (5,100)  150   (5,100)  150   (5,100)\n\n**Treasury Stock - Common**\n ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** ** ** **** **** **\n\nBeginning of year\n  8,374   (19,133)  8,374   (19,133)  8,374   (19,133)\n\nRepurchase of common stock\n  20   (673)  -   -   -   - \n\nEnd of year\n  8,394   (19,806)  8,374   (19,133)  8,374   (19,133)\n\n                         \n\n**Total Shareholders' Equity**\n  * *  $635,714   * *  $443,999   * *  $559,512 \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\n19\n\n[Table of Contents](#toc)\n\n \n\n \n\n**NATIONAL BEVERAGE CORP. AND SUBSIDIARIES**\n\n**CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n(In thousands)\n\n \n\n  \nFiscal Year Ended\n \n\n  \nMay 2,\n  \nMay 3,\n  \nApril 27,\n \n\n  \n2026\n  \n2025\n  \n2024\n \n\n             \n\n**Operating Activities:**\n ** **** **** ** ** **** **** ** ** **** **** **\n\nNet income\n $183,648  $186,821  $176,732 \n\nAdjustments to reconcile net income to net cash provided by operating activities:\n            \n\nDepreciation and amortization\n  22,675   20,801   20,161 \n\nNon-cash operating lease expense\n  15,494   14,554   14,039 \n\nDeferred income taxes\n  3,692   (449)  907 \n\nStock-based compensation expense\n  439   606   881 \n\nOther, net\n  1,241   880   12 \n\nChanges in assets and liabilities:\n            \n\nTrade receivables\n  (144)  (1,320)  2,081 \n\nInventories\n  (10,411)  (506)  8,975 \n\nPrepaid and other assets\n  (11,355)  (521)  (8,151)\n\nAccounts payable\n  3,755   4,165   (6,823)\n\nAccrued and other liabilities\n  (12,686)  (4,351)  3,885 \n\nOperating lease liabilities\n  (15,094)  (13,984)  (14,792)\n\nNet cash provided by operating activities\n  181,254   206,696   197,907 \n\n             \n\n**Investing Activities:**\n ** **** **** ** ** **** **** ** ** **** **** **\n\nPurchases of property, plant and equipment\n  (25,142)  (36,281)  (30,300)\n\nProceeds from sale of property, plant and equipment\n  18   6   52 \n\nNet cash used in investing activities\n  (25,124)  (36,275)  (30,248)\n\n             \n\n**Financing Activities:**\n ** **** **** ** ** **** **** ** ** **** **** **\n\nProceeds from exercises of stock options\n  251   515   1,314 \n\nRepurchases of common stock\n  (673)  -   - \n\nDividends paid on common stock\n  -   (304,148)  - \n\nNet cash (used in) provided by financing activities\n  (422)  (303,633)  1,314 \n\n             \n\n**Net Increase (Decrease) in Cash and Cash Equivalents**\n  155,708   (133,212)  168,973 \n\n**Cash and Cash Equivalents - Beginning of Year**\n  193,835   327,047   158,074 \n\n**Cash and Cash Equivalents - End of Year**\n $349,543  $193,835  $327,047 \n\n             \n\n**Supplemental Cash Flow Information:**\n ** **** **** ** ** **** **** ** ** **** **** **\n\nInterest paid\n $278  $116  $228 \n\nIncome taxes paid\n $58,431  $55,993  $55,971 \n\n             \n\n             \n\n**Non-Cash Activities:**\n ** **** **** ** ** **** **** ** ** **** **** **\n\nRight-of- use assets obtained in exchange for lease liabilities\n $1,906  $31,341  $28,039 \n\nCapital expenditures recorded in accrued liabilities and accounts payable\n $3,963  $-  $- \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n20\n\n[Table of Contents](#toc)\n\n \n\n**NATIONAL BEVERAGE CORP. AND SUBSIDIARIES**\n\n**Notes to Consolidated Financial Statements**\n\n \n\nNational Beverage Corp. develops, produces, markets and sells a distinctive portfolio of sparkling waters, juices, energy drinks and carbonated soft drinks primarily in the United States. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.\n\n \n\n**1.**\n\n**SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n****\n\n**Basis of Presentation**\n\nThe consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of National Beverage Corp. and all subsidiaries. All significant intercompany transactions and accounts have been eliminated. The Company’s fiscal year ends the Saturday closest to *April 30*and, as a result, an additional week is added every *five* or *six* years. The fiscal years ended *May 2, 2026 (*“Fiscal *2026”*) and *April 27, 2024 (*“Fiscal *2024”*) both consisted of *52* weeks. The fiscal year ended *May 3, 2025 (*“Fiscal *2025”*) consisted of *53* weeks.\n\n \n\n****\n\n**Segment Reporting**\n\nThe Company has one reportable segment for purposes of presenting financial information and evaluating performance. See Note *13*- Segment Information, for additional information.\n\n \n\n****\n\n**Use of Estimates**\n\nThe preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and anticipated future actions, actual results *may*vary from reported amounts.\n\n \n\n****\n\n**Fair Value of Financial Instruments**\n\nThe carrying values of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the relatively short maturity of the respective instruments. As of *May 2, 2026*and *May 3, 2025,*cash and cash equivalents included money-market instruments of $214.3 million and $109.1 million, respectively. These financial instruments are Level *1* as defined by the fair value hierarchy since they are based on quoted prices in active markets for identical assets and liabilities. Derivative financial instruments which are used to partially mitigate the Company’s exposure to changes in certain raw material costs are recorded at fair value. Derivative financial instruments are *not* used for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. The estimated fair values of derivative financial instruments are calculated based on market rates to settle the instruments. See Note *7*-Derivative Financial Instruments.\n\n \n\n****\n\n**Cash and Cash Equivalents**\n\nCash and cash equivalents are comprised of cash and highly liquid securities (consisting primarily of bank deposits and short-term government money-market investments) with original maturities of *three* months or less from the date of purchase.\n\n \n\n****\n\n**Trade Receivables, Net**\n\nTrade receivables are recorded at net realizable value, which includes an estimated allowance for credit losses. The Company extends credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Exposure to credit losses varies by customer principally due to the financial condition of each customer. The Company continually monitors its exposure to credit losses and maintains allowances for anticipated credit losses based on its experience with past due accounts, collectability and its analysis of customer data. Actual future losses from uncollectible accounts could differ from the Company’s estimate.\n\n \n\nChanges in the allowance for credit losses were as follows:\n\n \n\n  \n(In thousands)\n \n\n  \nFiscal 2026\n  \nFiscal 2025\n  \nFiscal 2024\n \n\nBalance at beginning of year\n $1,224  $868  $523 \n\nNet charge to expense\n  (24)  357   427 \n\nNet charge-off\n  (38)  (1)  (82)\n\nBalance at end of year\n $1,162  $1,224  $868 \n\n \n\nThe Company’s trade receivables, net balances as of *April 27, 2024*and *April 29, 2023*were $102.8 million and $104.9 million, respectively.\n\n \n\n*21*\n\n[Table of Contents](#toc)\n\n \n\n****\n\n**Inventories**\n\nInventories are stated at the lower of *first*-in, *first*-out cost or net realizable value. Adjustments, if required, to reduce the cost of inventory to net realizable value are made for estimated excess, obsolete or impaired balances. Inventories at *May 2, 2026*were comprised of finished goods of $60.4 million and raw materials of $35.1 million. Inventories at *May 3, 2025*were comprised of finished goods of $44.0 million and raw materials of $41.1 million.\n\n \n\n****\n\n**Property, Plant and Equipment, Net**\n\nProperty, plant and equipment is recorded at cost. Additions, replacements and betterments are capitalized, while maintenance and repairs that do *not* extend the useful life of an asset are expensed as incurred. Depreciation is recorded using the straight-line method over estimated useful lives of 2 to 30 years for buildings and improvements and 3 to 15 years for machinery and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvement. When assets are retired or otherwise disposed, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized.\n\n \n\n****\n\n**Leases**\n\n \n\nThe Company leases office and warehouse space, machinery and other equipment under noncancelable operating lease agreements. The Company assesses contracts at inception to determine whether an arrangement is or includes a lease, which conveys****the Company’s right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets and associated liabilities are recognized at the commencement date and initially measured based on the present value of lease payments over the defined lease term.****The Company has elected the practical expedient to *not* separate lease and non-lease components****for certain classes of underlying assets. The Company has equipment and vehicle lease agreements, which generally have the lease and associated non-lease components accounted for as a single lease component. The Company has real estate lease agreements with lease and non-lease components, which are accounted for separately where applicable.****The Company calculates the discount rate based on the discount rate implicit in the lease, or if the implicit rate****is *not* readily determinable from the lease, then the Company calculates an incremental borrowing rate.****The Company does *not* recognize leases with an initial contractual term of less than *12* months on its consolidated balance sheets.****Lease expense for these short-term leases is expensed on a straight-line basis over the lease term.****Certain leases contain scheduled rent increases or escalation clauses, which can be based on the****Consumer Price Index or other rates. The Company assesses each contract individually based on the terms of the agreement.****The Company does *not* assume renewals in its determination of the lease term unless the****renewals are deemed to be reasonably assured at lease commencement.****The Company’s lease agreements do *not* contain material residual value guarantees, restrictions or covenants.\n\n \n\n****\n\n**Intangible Assets**\n\nIntangible assets at *May 2, 2026*and *May 3, 2025*consisted of non-amortizable acquired trademarks.\n\n \n\n****\n\n**Impairment of Long-Lived Assets**\n\nAll long-lived assets, excluding goodwill and intangible assets *not* subject to amortization, are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset *may**not* be recoverable. Goodwill and intangible assets *not* subject to amortization are evaluated for impairment annually or sooner if management believes such assets *may*be impaired. An impaired asset is written down to its estimated fair value based on discounted future cash flows.\n\n \n\n****\n\n**Insurance Reserves**\n\nThe Company maintains self-insured and deductible programs for certain liability, medical and workers’ compensation exposures. Accordingly, the Company accrues for known claims and estimated incurred but *not* reported claims *not* otherwise covered by insurance based on actuarial assumptions and historical claims experience. At *May 2, 2026*and *May 3, 2025,*other liabilities included accruals of $4.9 million and $5.5 million, respectfully, for estimated non-current risk retention exposures, of which $3.2 million and $3.8 million, respectively, was covered by insurance at both dates and included as a component of non-current other assets.\n\n \n\n****\n\n**Revenue Recognition**\n\nRevenue is recognized when the performance obligation is satisfied. The Company’s written sales terms do *not* allow a right of return except in rare instances. The Company’s products are typically sold on credit; however smaller direct store delivery accounts *may*be sold on a cash on delivery basis. The Company’s credit terms normally require payment within *30* days of delivery and *may*allow discounts for early payment. The Company estimates and reserves for credit losses based on the Company’s experience with past due accounts, collectability and its analysis of customer data. Various sales incentive arrangements are offered to the Company’s customers that *may*require customer performance or achievement of certain sales volume targets. Sales incentives are accrued over the period of benefit or expected sales. When an incentive is paid in advance, the aggregate incentive is recorded as a prepaid asset and amortized over the period of benefit. The recognition of these incentives involves the use of judgment related to performance and sales volume estimates that are made based on historical experience and other factors. Sales incentives are accounted for as a reduction of sales and actual amounts ultimately realized *may*vary from accrued amounts. Such differences are recorded once determined and have historically *not* been significant.\n\n \n\n*22*\n\n[Table of Contents](#toc)\n\n \n\n****\n\n**Shipping and Handling Costs**\n\nShipping and handling costs are reported in selling, general and administrative expenses in the accompanying consolidated statements of income. Shipping and handling costs were $75.1 million, $75.5 million and $77.8 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively. Although the Company’s classification is consistent with many beverage companies, its gross margin *may**not* be comparable to companies that include shipping and handling costs in cost of sales.\n\n \n\n****\n\n**Marketing Costs**\n\nThe Company utilizes a variety of marketing programs, including cooperative advertising programs with customers, to advertise and promote its products to consumers. Marketing costs are expensed when incurred, except for prepaid advertising and production costs, which are expensed when the advertising takes place. Marketing costs, which are included in selling, general and administrative expenses, were $46.6 million, $45.3 million and $50.0 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively.\n\n \n\n****\n\n**Income Taxes**\n\nIncome taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance would be provided against deferred tax assets if the Company determines it is more likely than *not* such assets will *not* ultimately be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.\n\n \n\n****\n\n**Earnings Per Common Share**\n\nBasic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options amounting to 55,000, 78,000 and 201,000 shares in Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively. The weighted-average number of antidilutive stock options excluded from the calculation of diluted earnings per share was immaterial for Fiscal *2026.*\n\n \n\n****\n\n**Recently Issued Accounting Pronouncements**\n\n \n\nIn *December 2023,*the FASB issued Accounting Standards Update (“ASU”) *2023*-*09,* “Income Taxes (Topic *740*): Improvements to Income Tax Disclosures,” which requires disclosure of specific categories in the rate reconciliation, including additional information for reconciling items that meet a quantitative threshold and specific disaggregation of income taxes paid and tax expense. The amendment is effective for annual periods beginning after *December 15, 2024.*Early adoption is permitted. The Company adopted ASU *2023*-*09* effective for Fiscal *2026* on a prospective basis without a material impact on its consolidated financial statements. See Note *8*-Income Taxes, for further information.\n\n \n\nIn *November 2024,*the FASB issued ASU *2024*-*03,* “Income Statement –Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic *220*-*40*): Disaggregation of Income Statement Expenses,” which requires entities to disaggregate operating expenses into specific categories such as employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. The standard is effective for annual reporting periods beginning after *December 15, 2026,*and interim periods within annual reporting periods beginning after *December 15, 2027.*Early adoption is permitted on either a prospective or retrospective basis. The Company is currently evaluating the impact of adopting ASU *2024*-*03* on its consolidated financial statements and related disclosures.\n\n \n\nIn *July 2025,*the FASB issued ASU *2025*-*05,* “Financial Instruments-Credit Losses (Topic *326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which requires disclosure of the election of a practical expedient that assumes that current conditions as of the balance sheet date do *not* change for the remaining life of the asset when estimating expected credit losses. The election of the practical expedient is permitted on a prospective basis. The amendment is effective for annual reporting periods beginning after *December 15, 2025,*and interim reporting periods within those annual reporting periods. The Company does *not* expect a material impact upon adoption.\n\n \n\n*23*\n\n[Table of Contents](#toc)\n\n  \n\n \n\n**2.**\n\n**PROPERTY, PLANT AND EQUIPMENT, NET**\n\n \n\nProperty, plant and equipment, net at *May 2, 2026*and *May 3, 2025*consisted of the following:\n\n \n\n  \n(In thousands)\n \n\n  \n2026\n  \n2025\n \n\nLand\n $9,835  $9,835 \n\nBuildings and improvements\n  103,475   81,764 \n\nMachinery and equipment\n  333,975   328,172 \n\nTotal\n  447,285   419,771 \n\nLess: accumulated depreciation\n  (265,125)  (244,185)\n\nProperty, plant and equipment, net\n $182,160  $175,586 \n\n \n\nMachinery and equipment included construction-in-progress in the amounts of $20.3 million and $37.7 million as of *May 2, 2026*and *May 3, 2025,*respectively. Depreciation expense was $22.5 million, $20.3 million and $18.9 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively. Depreciation expense is recorded in cost of sales and selling, general and administrative expenses.\n\n  \n\n \n\n**3.**\n\n**ACCRUED LIABILITIES**\n\n \n\nAccrued liabilities at *May 2, 2026*and *May 3, 2025*consisted of the following:\n\n \n\n  \n(In thousands)\n \n\n  \n2026\n  \n2025\n \n\nAccrued compensation\n $11,987  $12,204 \n\nAccrued promotions\n  10,375   17,890 \n\nAccrued insurance\n  3,689   3,197 \n\nRecycling deposits\n  3,274   5,003 \n\nAccrued freight\n  2,091   1,870 \n\nOther\n  1,892   3,357 \n\nTotal\n $33,308  $43,521 \n\n  \n\n \n\n**4.**\n\n**LEASES**\n\n \n\nThe Company has entered into various non-cancelable operating lease agreements for certain of its offices, buildings, machinery and equipment expiring at various dates through *June 2037.*The Company does *not* assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Lease agreements generally do *not* contain material residual value guarantees or material restrictive covenants. Operating lease cost was $18.5 million, $17.0 million and $15.9 million in Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively. As of *May 2, 2026,*the weighted-average remaining lease term and weighted average discount rate of operating leases were 5.37 years and 4.58%, respectively. As of *May 3, 2025,*the weighted-average remaining lease term and weighted average discount rate of operating leases were 5.92 years and 4.52%, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $18.1 million, $16.4 million and $15.4 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively.\n\n \n\nThe following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases at *May 2, 2026:*\n\n \n\n  (In thousands) \n\nFiscal 2027\n $16,755 \n\nFiscal 2028\n  11,955 \n\nFiscal 2029\n  10,803 \n\nFiscal 2030\n  10,221 \n\nFiscal 2031\n  6,809 \n\nThereafter\n  10,325 \n\nTotal minimum lease payments including interest\n  66,868 \n\nLess: Amounts representing interest\n  (7,932)\n\nPresent value of minimum lease payments\n  58,936 \n\nLess: Current portion of lease liabilities\n  (14,457)\n\nNon-current portion of lease liabilities\n $44,479 \n\n \n\n*24*\n\n[Table of Contents](#toc)\n\n  \n\n \n\n**5.**\n\n**DEBT**\n\n \n\nAt *May 2, 2026,*a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $100 million (the “Credit Facilities”). The Credit Facilities expire from *September 10, 2027*to *May 30, 2028*and any borrowings would currently bear interest at 1.15% above the Secured Overnight Financing Rate (“SOFR”). There were no borrowings outstanding under the Credit Facilities at *May 2, 2026*or *May 3, 2025.*At *May 2, 2026,*$2.7 million of the Credit Facilities was reserved for standby letters of credit and $97.3 million was available for borrowings.\n\n \n\nA subsidiary of the Company also maintains an unsecured revolving term loan facility with a national bank aggregating $50 million (the “Loan Facility”). There were no borrowings outstanding under the Loan Facility at *May 2, 2026*or *May 3, 2025.*The Loan Facility expires *December 31, 2027*and borrowings would bear interest at 1.15% above the adjusted daily SOFR.\n\n \n\nThe Credit Facilities and Loan Facility require the subsidiary to maintain certain financial ratios, including debt to net worth and debt to EBITDA (as defined in the credit agreements) and contain other restrictions, *none* of which are expected to have a material effect on its operations or financial position. At *May 2, 2026,*the subsidiary was in compliance with all loan covenants.\n\n  \n\n \n\n**6.**\n\n**CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES**\n\n \n\nThe Board of Directors has authorized the Company to repurchase up to 3.2 million shares of its common stock. During Fiscal *2026,* the Company repurchased 20,000 shares of its common stock at an average price per share of $33.65 for a total cost of $0.7 million. As of *May 2, 2026,*1,333,144 common shares were purchased under the program and 1,866,856 common shares were available for repurchase.\n\n \n\nThe Company paid a special cash dividend of $3.25 per share on Common Stock aggregating $304.1 million on *July 24, 2024.*\n\n \n\nThe Company is a party to a management agreement with Corporate Management Advisors, Inc. (CMA), a corporation owned by its Chairman and Chief Executive Officer. This agreement was originated in *1991* for the efficient use of management of *two* public companies at the time.\n\n \n\nUnder the terms of the agreement, CMA provides, subject to the direction and supervision of the Board of Directors of the Company, (i) senior corporate functions (including supervision of the Company’s financial, legal, executive recruitment, internal audit and information systems departments) as well as the services of a Chief Executive Officer and Chief Financial Officer and (ii) services in connection with acquisitions, dispositions and financings by the Company, including identifying and profiling acquisition candidates, negotiating and structuring potential transactions and arranging financing for any such transaction. CMA, through its personnel, also provides, to the extent possible, the stimulus and creativity to develop an innovative and dynamic persona for the Company, its products and corporate image. In order to fulfill its obligations under the management agreement, CMA employs numerous individuals, who, acting as a unit, provide management, administrative and creative functions for the Company.\n\n \n\nCMA and the Company are joint owners of a corporate aircraft and pursuant to a joint ownership agreement, each party agreed to pay certain expenses associated with the use of the aircraft. During the past *three* years, the joint operating costs have averaged approximately $1.1 million per year.\n\n \n\nThe management agreement provides that the Company will pay CMA an annual base fee equal to one percent of the consolidated net sales of the Company and further provides that the Compensation and Stock Option Committee and the Board of Directors *may*from time-to-time award additional incentive compensation to CMA or its personnel. The Board of Directors on various occasions contemplated incentive compensation to CMA, however, since the inception of this agreement, no incentive compensation has been paid. The Company incurred management fees to CMA of $11.8 million, $12.0 million and $11.9 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively, which are recorded in general and administrative expenses. At *May 2, 2026*and *May 3, 2025,*accounts payable included amounts due to CMA of $3.0 million and $2.1 million, respectively.\n\n \n\n*25*\n\n[Table of Contents](#toc)\n\n  \n\n \n\n**7.**\n\n**DERIVATIVE FINANCIAL INSTRUMENTS**\n\n \n\nFrom time to time, the Company enters into aluminum swap contracts to partially mitigate its exposure to changes in the cost of aluminum containers. Such financial instruments are designated and accounted for as cash flow hedges. Accordingly, gains or losses attributable to the effective portion of the cash flow hedge are reported in accumulated other comprehensive income (loss) (“AOCI”) and reclassified into cost of sales in the period in which the hedged transaction affects earnings. The following summarizes the gains (losses) recognized in the Consolidated Statements of Income and AOCI:\n\n \n\n  (In thousands) \n\n  \nFiscal\n  \nFiscal\n  \nFiscal\n \n\n  \n2026\n  \n2025\n  \n2024\n \n\nRecognized in AOCI-\n            \n\nGain (loss) before income taxes\n $41,380  $6,580  $(425)\n\nLess: income tax provision (benefit)\n  9,766   1,547   (111)\n\nNet\n  31,614   5,033   (314)\n\nReclassified from AOCI to cost of sales-\n            \n\nGain (loss) before income taxes\n  31,291   5,887   (10,805)\n\nLess: income tax provision (benefit)\n  7,385   1,389   (2,581)\n\nNet\n  23,906   4,498   (8,224)\n\nNet change to AOCI\n $7,708  $535  $7,910 \n\n \n\nAs of *May 2, 2026,*the total notional amount of outstanding aluminum swap contracts was $129.7 million and, assuming *no* change in the commodity prices, $16.0 million of unrealized gain before tax will be reclassified from AOCI and recognized into earnings over the next *12* months. The Company’s policy for the maximum length of time for which it *may*hedge exposure to the variability of future cash flows is *three* years.\n\n \n\nThe Company is *not* subject to any legally enforceable master netting arrangements and does *not* offset fair value amounts recognized for derivative instruments. As of *May 2, 2026,*the fair value of the derivative asset was $16.5 million, of which $16.0 million was included in prepaid and other current assets and $0.5 million in other assets. As of *May 3, 2025,*the fair value of the derivative asset was $7.4 million, which was included in prepaid and other current assets, and the fair value of the derivative liability was $1.0 million, which was included in accrued liabilities. Such valuation does *not* entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level *2* as defined by the fair value hierarchy as they are observable market-based inputs or unobservable inputs that are corroborated by market data.\n\n  \n\n \n\n**8.**\n\n**INCOME TAXES**\n\n \n\nThe provision (benefit) for income taxes, reflecting the prospective adoption of ASU *2023*-*09,* consists of the following:\n\n \n\n  \n(In thousands)\n \n\n  \nFiscal 2026\n \n\nCurrent:\n    \n\nFederal\n $46,936 \n\nState\n  6,295 \n\n   53,231 \n\nDeferred:\n    \n\nFederal\n  3,131 \n\nState\n  561 \n\n   3,692 \n\nTotal\n $56,923 \n\n \n\nThe provision for income taxes, prior to the prospective adoption of ASU *2023*-*09,* consists of the following:\n\n \n\n  \n(In thousands)\n \n\n  \nFiscal\n  \nFiscal\n \n\n  \n2025\n  \n2024\n \n\nCurrent\n $58,192  $49,683 \n\nDeferred\n  (449)  3,433 \n\nTotal\n $57,743  $53,116 \n\n \n\n*26*\n\n[Table of Contents](#toc)\n\n \n\nThe reconciliation of the statutory federal income tax rate to the effective tax rate, reflecting the prospective adoption of ASU *2023*-*09,* is as follows:\n\n \n\n  \nFiscal 2026\n \n\n(In thousands)\n \nAmount\n  \nPercent\n \n\nStatutory federal income tax rate\n $50,520   21.0%\n\nState income taxes, net of federal benefit (1)\n  6,856   2.9 \n\nOther\n  (453)  (.2)\n\nEffective tax rate\n $56,923   23.7%\n\n \n\n \n(*1*)\n\nState income taxes in California, Michigan and Florida made up the majority (greater than *50%*) of this category.\n\n \n\nThe reconciliation of the statutory federal income tax rate to the effective tax rate, prior to the prospective adoption of ASU *2023*-*09,* is as follows:\n\n \n\n  \nFiscal\n  \nFiscal\n \n\n  \n2025\n  \n2024\n \n\nStatutory federal income tax rate\n  21.0%  21.0%\n\nState income taxes, net of federal benefit\n  2.8   2.8 \n\nOther\n  (.2)  (.7)\n\nEffective income tax rate\n *** ******23.6******%*** *** ******23.1******%***\n\n \n\nTotal cash income taxes paid in *2026* was $58.4 million, of which $49.6 million related to federal tax and $8.8 million related to state tax jurisdictions.\n\n \n\nDeferred taxes are recorded to give recognition to temporary differences between the tax bases of assets or liabilities and their reported amounts in the financial statements. A valuation allowance would be provided against deferred tax assets if the Company determines it is more likely than *not* such assets will *not* ultimately be realized. Deferred tax assets and liabilities at *May 2, 2026*and *May 3, 2025*consisted of the following:\n\n \n\n  \n(In thousands)\n \n\n  \n2026\n  \n2025\n \n\nDeferred tax assets:\n        \n\nAccrued expenses and other\n $4,159  $3,944 \n\nInventory and amortizable assets\n  398   532 \n\nTotal deferred tax assets\n  4,557   4,476 \n\nDeferred tax liabilities:\n        \n\nProperty, plant, and equipment\n  28,269   24,468 \n\nIntangibles and other\n  5,476   3,018 \n\nTotal deferred tax liabilities\n  33,745   27,486 \n\nDeferred tax liabilities, net\n $29,188  $23,010 \n\n \n\nAt *May 2, 2026,*the gross amount of unrecognized tax benefits was $2.1 million. During Fiscal *2026,* the income tax expense recognized related to uncertain tax positions was immaterial. If the Company were to prevail on all uncertain tax positions, the net effect would be to reduce its income tax expense by approximately $1.7 million. A reconciliation of the changes in the gross amount of unrecognized tax benefits, which amounts are included in other liabilities in the accompanying consolidated balance sheets, is as follows:\n\n \n\n  \n(In thousands)\n \n\n  \n2026\n  \n2025\n  \n2024\n \n\nBeginning balance\n $2,185  $2,130  $2,096 \n\nIncreases due to current period tax positions\n  42   77   60 \n\nDecreases due to lapse of statute of limitations and audit resolutions\n  (105)  (22)  (26)\n\nEnding balance\n $2,122  $2,185  $2,130 \n\n \n\nAccrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. At *May 2, 2026,*unrecognized tax benefits included accrued interest of $0.3 million. During Fiscal *2026,* interest and penalties related to uncertain tax positions recognized in income tax expense were immaterial.\n\n \n\n*27*\n\n[Table of Contents](#toc)\n\n \n\nAnnual income tax returns are filed in the United States and in various state and local jurisdictions. A number of years *may*elapse before an uncertain tax position, for which the Company has unrecognized tax benefits, are resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that unrecognized tax benefits reflect the most probable outcome. The Company adjusts these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances. The resolution of any particular uncertain tax position could require the use of cash and an adjustment to its provision for income taxes in the period of resolution. Federal income tax returns for years subsequent to Fiscal 2020 are subject to examination. Generally, the income tax returns for the various state jurisdictions for years subsequent to Fiscal 2019 are subject to examination.\n\n  \n\n \n\n**9.**\n\n**LEGAL PROCEEDINGS**\n\n \n\nThe Company has been named in certain legal proceedings. The Company is vigorously defending all legal proceedings and believes litigation will *not* have a material adverse effect on the Company’s financial position, cash flows or results of operations.\n\n  \n\n \n\n**10.**\n\n**STOCK-BASED COMPENSATION**\n\n \n\nThe Company’s stock-based compensation program is a broad-based program designed to attract and retain personnel while also aligning participants’ interests with the interests of the shareholders.\n\n \n\nThe *1991* Omnibus Incentive Plan (the “Omnibus Plan”) provides for compensatory awards consisting of (i) stock options or stock awards for up to 9,600,000 shares of common stock, (ii) stock appreciation rights, dividend equivalents, other stock-based awards in amounts up to 9,600,000 shares of common stock and (iii) performance awards consisting of any combination of the above. The Omnibus Plan is designed to provide an incentive to officers and certain other key employees and consultants by making available to them an opportunity to acquire a proprietary interest or to increase such interest in National Beverage. The number of shares or options which *may*be issued under stock-based awards to an individual is limited to 3,360,000 during any year. Awards *may*be granted for *no* cash consideration or such minimal cash consideration as *may*be required by law. Options generally have an exercise price equal to the fair market value of the Company’s common stock on the date of grant, vest over a five-year period, and expire after ten years.\n\n \n\nThe Special Stock Option Plan provides for the issuance of stock options to purchase up to an aggregate of 3,600,000 shares of common stock. Options *may*be granted for such consideration as determined by the Board of Directors. The vesting schedule and exercise price of these options are tied to the recipient’s ownership level of common stock, the terms generally allow for the reduction in exercise price upon each vesting period and the options generally expire after ten years. The Board of Directors has also authorized the issuance of options to purchase up to 100,000 shares of common stock to be issued at the direction of the Chairman.\n\n \n\nThe Key Employee Equity Partnership Program (“KEEP Program”) provides for the granting of stock options to purchase up to 480,000 shares of common stock to key employees, consultants, directors and officers. Participants who purchase shares of stock in the open market receive grants of stock options equal to 50% of the number of shares purchased, up to a maximum of 12,000 shares in any two-year period. Options under the KEEP Program are forfeited in the event of the sale of shares used to acquire such options. Options are granted at an initial exercise price of 60% of the purchase price paid for the shares acquired, the exercise price reduces to the par value of the common stock at the end of the six-year vesting period, and the options generally expire after ten years.\n\n \n\nStock options are accounted for under the fair value method of accounting using a Black-Scholes valuation model to estimate the stock option fair value at date of grant. The fair value of stock options is amortized to expense over the vesting period. The Company estimates expected forfeitures based upon historical experience. No stock options were granted in Fiscal *2026,* Fiscal *2025* or Fiscal *2024.* For stock options granted prior to Fiscal *2024,* the expected life of stock options was estimated based on historical experience and the expected volatility was estimated based on historical stock prices for a period consistent with the expected life of stock options. The risk-free interest rate was based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of stock options.\n\n \n\nThe following is a summary of stock option activity for Fiscal *2026:*\n\n \n\n  \nNumber of\n\nShares\n  \nPrice (a)\n \n\nOptions outstanding, beginning of year\n  242,800  $26.71 \n\nGranted\n  -   - \n\nExercised\n  (11,856) $21.17 \n\nForfeited or cancelled\n  (9,144) $24.58 \n\nOptions outstanding, end of year\n  221,800  $26.22 \n\nOptions vested and exercisable, end of year\n  200,794  $26.54 \n\n \n\n(a) Weighted average exercise price.\n\n \n\n*28*\n\n[Table of Contents](#toc)\n\n \n\nStock-based compensation expense was $0.4 million, $0.6 million and $0.9 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively. The total income tax benefits related to stock-based compensation were $0.1 million, $0.5 million and $1.7 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively. Stock-based income tax benefits realized from stock option exercises aggregated $0 million, $0.4 million and $1.5 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively.\n\n \n\nThe total intrinsic value for stock options exercised was $0.2 million, $2.0 million and $9.1 million for Fiscal *2026,* Fiscal *2025* and *2024,* respectively. Cash proceeds from the exercise of stock options were $0.3 million, $0.5 million and $1.3 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively.\n\n \n\nAt *May 2, 2026,*unrecognized compensation expense related to the unvested portion of stock options was $0.4 million, which is expected to be recognized over a remaining weighted average period of 0.3 years. The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding at *May 2, 2026*was 4.3 years and $2.1 million, respectively. The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable at *May 2, 2026*were 4.3 years and $1.8 million, respectively.\n\n  \n\n \n\n**11.**\n\n**PENSION PLANS**\n\n \n\nThe Company contributes to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan. Annual contributions (including contributions to multi-employer plans reflected below) were $4.2 million, $4.2 million and $3.8 million for Fiscal *2026,* Fiscal *2025* and Fiscal *2024,* respectively.\n\n \n\nThe Company participates in *three* multi-employer defined benefit pension plans with respect to certain collective bargaining agreements. If the Company chooses to stop participating in the multi-employer plan or if other employers choose to withdraw to the extent that a mass withdrawal occurs, the Company could be required to pay the plan a withdrawal liability based on the underfunded status of the plan.\n\n \n\nSummarized below is certain information regarding the Company’s participation in significant multi-employer pension plans including the financial improvement plan or rehabilitation plan status (“FIP/RP Status”) and the zone status under the Pension Protection Act (“PPA”). The most recent PPA zone status available in Fiscal *2026* and Fiscal *2025* is for the plans’ years ending *December 31, 2024*and *2023,* respectively.\n\n \n\n \nPPA Zone Status  \n\n \n\nFiscal\n\nFiscal\n Surcharge\n\nPension Fund\n\n*2026*\n*2025*FIP/RP StatusImposed\n\nCentral States, Southeast and Southwest Areas Pension Plan (EIN *no.* *36*-*6044243*) (the “CSSS Fund”)\nRedRedImplementedYes\n\nWestern Conference of Teamsters Pension Trust Fund (EIN *no.* *91*-*6145047*) (the “WCT Fund”)\n\nGreen\n\nGreen\n\n*Not* applicable\n*No*\n\n \n\nFor the plan years ended *December 31, 2024*and *December 31, 2023,*the Company was *not* listed in the Form *5500* Annual Returns as providing more than *5%* of the total contributions for the above plans. The collective bargaining agreement for employees in the CSSS Fund expires on *October 18, 2026.*The collective bargaining agreement for employees in the WCT Fund expires on *May 14, 2029.*\n\n \n\nThe Company’s contributions for all multi-employer pension plans for the last *three* fiscal years are as follow:\n\n \n\n  \n(In millions)\n \n\n  \nFiscal\n  \nFiscal\n  \nFiscal\n \n\nPension Fund\n \n2026\n  \n2025\n  \n2024\n \n\nCSSS Fund\n $1.8  $1.8  $1.6 \n\nWCT Fund\n  0.9   0.9   0.8 \n\nOther multi-employer pension funds  0.1   0.2   0.2 \n\nTotal\n $2.8  $2.9  $2.6 \n\n \n\n*29*\n\n[Table of Contents](#toc)\n\n  \n\n \n\n**12.**\n\n**COMMITMENTS AND CONTINGENCIES**\n\n \n\nThe Company has certain purchase commitments that have a remaining term of less than *one* year.\n\n \n\nThe Company enters into various agreements with suppliers for the purchase of raw materials, the terms of which *may*include variable or fixed pricing and minimum purchase quantities. At *May 2, 2026,*the Company had purchase commitments for raw materials of $6.0 million through *2027.*\n\n \n\nAt *May 2, 2026,*the Company had purchase commitments for plant and equipment of $7.3 million anticipated to be completed in Fiscal *2027.*\n\n  \n\n \n\n**13.**\n\n**SEGMENT INFORMATION**\n\n \n\nThe Company operates as a single operating and reportable segment that encompasses the development, production, marketing and sale of beverages. The Company manages its business on a consolidated basis utilizing vertically integrated production facilities and a centralized supply chain infrastructure.\n\n \n\nThe Company considers the Chief Executive Officer and its President (assisted by staff) to be its Chief Operating Decision Maker (\"CODM\"). The Company’s CEO utilizes his *50*+ years of diversified business experience to set the Company’s strategic direction, lead product development and instill his operating philosophy throughout the organization. The Company’s President and its key executive team, with their years of beverage experience, focus primarily on executing strategy and supervising the day-to-day operations of the Company. The CODM makes operating decisions, allocates resources and assesses financial performance based primarily upon consolidated operating income and net income as reported in the consolidated statements of income. The CODM also regularly reviews cost of sales, shipping and handling costs, and marketing costs. These costs represent significant segment expenses and are reported elsewhere in the consolidated financial statements. Other segment items include other selling and general administrative costs (primarily consisting of compensation-related and other overhead costs), other income (expense), net which includes interest income and interest expense, and provision for income taxes. Depreciation and amortization expense is reported in the consolidated statements of cash flow.\n\n \n\nThe Company generates substantially all its net sales from the United States. All of the Company’s long-lived assets, consisting of property, plant and equipment, net and operating lease right-of-use assets, are located in the United States as of *May 2, 2026*and *May 3, 2025.*\n\n \n\nThe measure of segment assets is reported in the consolidated balance sheets as consolidated total assets. Total segment expenditures for additions to long-lived assets are reported in the consolidated statements of cash flows as purchases of property, plant and equipment and non-cash right-of-use assets obtained in exchange for lease liabilities.\n\n \n\nSee Note *1* - Significant Accounting Policies, for description of accounting policies of the segment.\n\n \n\n \n\n \n\n**14. SUBSEQUENT EVENTS**\n\n \n\nOn *July 1, 2026,*the Company's board of directors declared a special cash dividend of $3.25 per share, payable on or before *July 30, 2026*to shareholders of record on *July 13, 2026.*\n\n \n\n*30*\n\n[Table of Contents](#toc)\n\n   \n\n \n\n**Report of Independent Registered Public Accounting Firm**\n\n \n\nBoard of Directors and Shareholders\n\nNational Beverage Corp.\n\n \n\n**Opinion on the financial statements**\n\nWe have audited the accompanying consolidated balance sheets of National Beverage Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of May 2, 2026 and May 3, 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended May 2, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 2, 2026 and May 3, 2025, and the results of its operations and its cash flows for each of the two years in the period ended May 2, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of May 2, 2026, based on criteria established in the 2013 *Internal Control*—*Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated July 1, 2026 expressed an unqualified opinion.\n\n \n\n**Basis for opinion**\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical audit matters**\n\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n \n\n/s/ GRANT THORNTON LLP\n\n \n\nWe have served as the Company's auditor since 2024.\n\n \n\nFort Lauderdale, Florida\n\nJuly 1, 2026\n\n \n\n31\n\n[Table of Contents](#toc)\n\n \n\n**Report of Independent Registered Public Accounting Firm**\n\n \n\n \n\n \n\nBoard of Directors and Shareholders\n\nNational Beverage Corp.\n\n \n\n**Opinion on internal control over financial reporting**\n\nWe have audited the internal control over financial reporting of National Beverage Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of May 2, 2026, based on criteria established in the 2013 *Internal Control*—*Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 2, 2026, based on criteria established in the 2013 *Internal Control*—*Integrated Framework* issued by COSO.\n\n \n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended May 2, 2026 and our report dated July 1, 2026 expressed an unqualified opinion on those financial statements.\n\n \n\n**Basis for opinion**\n\nThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\n**Definition and limitations of internal control over financial reporting**\n\nA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.\n\n \n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n \n\n/s/ GRANT THORNTON LLP\n\n \n\nFort Lauderdale, Florida\n\nJuly 1, 2026\n\n \n\n32\n\n[Table of Contents](#toc)\n\n \n\n**Report of Independent Registered Public Accounting Firm**\n\n \n\nTo the Shareholders and the Board of Directors of National Beverage Corp.\n\n \n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the Company’s accompanying consolidated statement of income, comprehensive income, shareholders' equity and cash flow for the year ended April 27, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements) of National Beverage Corp and subsidiaries (the Company). In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations of the Company and its cash flows for year ended April 27, 2024, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\n \n\n/s/ RSM US LLP\n\n \n\nWe served as the Company’s auditor from 2006 to 2024.\n\n \n\nFort Lauderdale, Florida\n\nJune 26, 2024\n\n \n\n33\n\n[Table of Contents](#toc)"}