National Beverage FIZZ Form 10-K filing FY2026

Commodities

We purchase various raw materials, including aluminum cans, plastic bottles, high fructose corn syrup, corrugated packaging and juice concentrates, the prices of which fluctuate based on commodity market conditions. Our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. At times, we manage our exposure to this risk through the use of supplier pricing agreements that enable us to establish all, or a portion of, the purchase prices for certain raw materials. Additionally, we use derivative financial instruments to partially mitigate our exposure to changes in certain raw material costs.

Interest Rates

At May 2, 2026, we had no outstanding borrowings. We are subject to interest rate risk related to our investment in highly liquid short-duration investment securities and money-market funds which are considered cash equivalents. These investments are managed within the guidelines of our investment policy. Our policy requires investments to be investment grade, within the primary objective of minimizing the risk of principal loss. In addition, our policy limits the amount of exposure to any one issue.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

• The accompanying notes are an integral part of these consolidated financial statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

• The accompanying notes are an integral part of these consolidated financial statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

The accompanying notes are an integral part of these consolidated financial statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

• The accompanying notes are an integral part of these consolidated financial statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

• The accompanying notes are an integral part of these consolidated financial statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

National 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.

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The 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.

Segment Reporting

The Company has one reportable segment for purposes of presenting financial information and evaluating performance. See Note 13- Segment Information, for additional information.

Use of Estimates

The 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.

Fair Value of Financial Instruments

The 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.

Cash and Cash Equivalents

Cash 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.

Trade Receivables, Net

Trade 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.

Changes in the allowance for credit losses were as follows:

(In thousands)

The Company’s trade receivables, net balances as of April 27, 2024 and April 29, 2023 were $102.8 million and $104.9 million, respectively.

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Inventories

Inventories 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.

Property, Plant and Equipment, Net

Property, 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.

Leases

The 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.

Intangible Assets

Intangible assets at May 2, 2026 and May 3, 2025 consisted of non-amortizable acquired trademarks.

Impairment of Long-Lived Assets

All 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.

Insurance Reserves

The 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.

Revenue Recognition

Revenue 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.

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Shipping and Handling Costs

Shipping 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.

Marketing Costs

The 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.

Income Taxes

Income 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.

Earnings Per Common Share

Basic 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.

Recently Issued Accounting Pronouncements

In 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.

In 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.

In 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.

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2. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net at May 2, 2026 and May 3, 2025 consisted of the following:

(In thousands)

Machinery 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.

3. ACCRUED LIABILITIES

Accrued liabilities at May 2, 2026 and May 3, 2025 consisted of the following:

(In thousands)

4. LEASES

The 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.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases at May 2, 2026:

(In thousands)

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5. DEBT

At 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.

A 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.

The 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.

6. CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES

The 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.

The Company paid a special cash dividend of $3.25 per share on Common Stock aggregating $304.1 million on July 24, 2024.

The 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.

Under 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.

CMA 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.

The 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.

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7. DERIVATIVE FINANCIAL INSTRUMENTS

From 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:

(In thousands)

As 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.

The 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.

8. INCOME TAXES

The provision (benefit) for income taxes, reflecting the prospective adoption of ASU 2023-09, consists of the following:

(In thousands)

The provision for income taxes, prior to the prospective adoption of ASU 2023-09, consists of the following:

(In thousands)

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The reconciliation of the statutory federal income tax rate to the effective tax rate, reflecting the prospective adoption of ASU 2023-09, is as follows:

(1) State income taxes in California, Michigan and Florida made up the majority (greater than 50%) of this category.

The 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:

Total 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.

Deferred 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:

(In thousands)

At 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:

(In thousands)

Accrued 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.

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Annual 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.

9. LEGAL PROCEEDINGS

The 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.

10. STOCK-BASED COMPENSATION

The 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.

The 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.

The 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.

The 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.

Stock 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.

The following is a summary of stock option activity for Fiscal 2026:

(a) Weighted average exercise price.

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Stock-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.

The 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.

At 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.

11. PENSION PLANS

The 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.

The 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.

Summarized 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.

For 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.

The Company’s contributions for all multi-employer pension plans for the last three fiscal years are as follow:

(In millions)

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12. COMMITMENTS AND CONTINGENCIES

The Company has certain purchase commitments that have a remaining term of less than one year.

The 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.

At May 2, 2026, the Company had purchase commitments for plant and equipment of $7.3 million anticipated to be completed in Fiscal 2027.

13. SEGMENT INFORMATION

The 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.

The 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.

The 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.

The 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.

See Note 1 - Significant Accounting Policies, for description of accounting policies of the segment.

14. SUBSEQUENT EVENTS

On 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.

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

National Beverage Corp.

Opinion on the financial statements

We 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.

We 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.

Basis for opinion

These 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.

We 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.

Critical audit matters

Critical 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.

/s/ GRANT THORNTON LLP

We have served as the Company's auditor since 2024.

Fort Lauderdale, Florida

July 1, 2026

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

National Beverage Corp.

Opinion on internal control over financial reporting

We 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.

We 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.

Basis for opinion

The 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.

We 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.

Definition and limitations of internal control over financial reporting

A 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.

Because 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.

/s/ GRANT THORNTON LLP

Fort Lauderdale, Florida

July 1, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of National Beverage Corp.

Opinion on the Financial Statements

We 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.

Basis for Opinion

These 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.

We 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.

/s/ RSM US LLP

We served as the Company’s auditor from 2006 to 2024.

Fort Lauderdale, Florida

June 26, 2024

FILINGSOURCEITEMBOUNDARYBEGIN Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure FILINGSOURCEITEMBOUNDARYENDITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our chief executive officer and our principal financial officer and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of May 2, 2026. Based on that evaluation, our chief executive officer and our principal financial officer concluded that these disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our 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 GAAP.

Because 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.

Management evaluated the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective at May 2, 2026.

Grant Thornton LLP, the Company’s independent registered public accounting firm, has audited the consolidated financial statements for Fiscal 2026 and Fiscal 2025 included in this Annual Report on Form10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended May 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the fiscal year ended May 2, 2026, no director or Section 16 officer adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be included under the captions “Election of Directors”, “Information as to Nominees and Other Directors”, “Information Regarding Meetings and Committees of the Board” and “Reporting Compliance” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.

The following table sets forth certain information with respect to the officers of the Registrant at May 2, 2026:

(1) Mr. Nick A. Caporella has served as Chairman of the Board, Chief Executive Officer and Director since the Company’s inception in 1985. Also, he serves as Chairman of the Nominating Committee. Since 1992, Mr. Caporella’s services have been provided to the Company by Corporate Management Advisors, Inc., a company he owns.

(2) Mr. Joseph G. Caporella has served as President since September 2002 and, prior to that, as Executive Vice President and Secretary since January 1991. Also, he has served as a Director since January 1987. Joseph G. Caporella is the son of Nick A. Caporella.

(3) Mr. George R. Bracken has served as Executive Vice President - Finance since July 2012. Previously, he served as Senior Vice President - Finance from October 2000 to July 2012 and Vice President and Treasurer from October 1996 to October 2000. Since 1992, Mr. Bracken’s services have been provided to the Company by Corporate Management Advisors, Inc.

Officers are normally appointed each year at the first meeting of the Board of Directors after the annual meeting of shareholders and may be removed at any time by the Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 will be included under the captions “Executive Compensation and Other Information”, “Summary Compensation Table”, “Report of the Compensation and Stock Option Committee”, “Director Compensation” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.

FILINGSOURCEITEMBOUNDARYBEGIN Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters FILINGSOURCEITEMBOUNDARYENDITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will be included under the captions “Security Ownership” and “Equity Compensation Plan Information” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.

FILINGSOURCEITEMBOUNDARYBEGIN Item 13. Certain Relationships and Related Transactions, and Director Independence FILINGSOURCEITEMBOUNDARYENDITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will be included under the captions “Certain Relationships and Related Party Transactions” and “Information Regarding Meetings and Committees of the Board” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 will be included under the caption “Independent Auditors” in the Company’s 2026 Proxy Statement and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

| 3. Exhibits | | | See Exhibit Index which follows. | |

ITEM 16. Form 10-K Summary

None.

EXHIBIT INDEX

Exhibit No. Description

3.1 Restated Certificate of Incorporation(1) 3.2 Amended and Restated By-Laws(2) 3.3 Certificate of Designation of the Special Series D Preferred Stock of the Company(3) (4) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934(19) 10.1 Management Agreement between the Company and Corporate Management Advisors, Inc.(4)* 10.2 National Beverage Corp. Investment and Profit Sharing Plan(5) * 10.3 National Beverage Corp. 1991 Omnibus Incentive Plan(4) * 10.4 National Beverage Corp. 1991 Stock Purchase Plan(4) * 10.5 Amendment No. 1 to the National Beverage Corp. Omnibus Incentive Plan(6) * 10.6 National Beverage Corp. Special Stock Option Plan(7) * 10.7 Amendment No. 2 to the National Beverage Corp. Omnibus Incentive Plan(8) * 10.8 National Beverage Corp. Key Employee Equity Partnership Program(8) * 10.9 Second Amended and Restated Credit Agreement, dated June 30, 2008, between NewBevCo, Inc. and lender therein(9) 10.10 Amendment to National Beverage Corp. Special Stock Option Plan(10) * 10.11 Amendment to National Beverage Corp. Key Employee Equity Partnership Program(10)* 10.12 Loan Agreement dated December 21, 2021 between NewBevCo, Inc. and lender therein(11) 10.13 Second Amended and Restated Credit Agreement between NewBevCo, Inc. and lender therein(12) 10.14 Amendment to Loan Agreement dated November 15, 2023 between NewBevCo, Inc. and lender therein(14) 10.15 Credit Agreement dated September 10, 2024 between NewBevCo, Inc. and lender therein(16) 10.16 Amendment to Loan Agreement dated December 19, 2024 between NewBevCo, Inc. and lender therein(18) 10.17 Sixth Amendment to Second Amended and Restated Credit Agreement dated May 30, 2025 between NewBevCo, Inc. and lender therein(20) (16) Letter from RSM US LLP dated November 6, 2024 (17) (19) National Beverage Corp. Insider Trading Policy (15) (21) Subsidiaries of Registrant (21) 23.1 Consent of Grant Thornton LLP (21) 23.2 Consent of RSM US LLP (21)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(21)

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(21) 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(21) 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(21) (97) National Beverage Corp. Compensation Clawback Policy (15) * (101) The following financial information from National Beverage Corp.’s Annual Report on Form 10-K for the fiscal year ended May 2, 2026 is formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements. (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Indicates management contract or compensatory plan or arrangement.

(1) Previously filed with the Securities and Exchange Commission as an exhibit to Schedule 14C Information Statement dated June 26, 2018 and is incorporated herein by reference.

(2) Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated July 23, 2018 and is incorporated herein by reference.

(3) Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated January 31, 2013 and is incorporated herein by reference.

(4) Previously filed with the Securities and Exchange Commission as an exhibit to Amendment No. 1 to Form S-1 Registration Statement (File No. 33-38986) on July 26, 1991 and is incorporated herein by reference.

(5) Previously filed with the Securities and Exchange Commission as an exhibit to the Form S-1 Registration Statement (File No. 33-38986) on February 19, 1991 and is incorporated herein by reference.

(6) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended April 27, 1996 and is incorporated herein by reference.

(7) Previously filed with the Securities and Exchange Commission as an exhibit to Registration Statement on Form S-8 (File No. 33-95308) on August 1, 1995 and is incorporated herein by reference.

(8) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 3, 1997 and is incorporated herein by reference.

(9) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2011 and is incorporated herein by reference.

(10) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 31, 2009 and is incorporated herein by reference.

(11) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2022 and is incorporated herein by reference.

(12) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 29, 2022 and is incorporated herein by reference.

(13) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 2, 2020 and is incorporated herein by reference.

(14) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 28, 2023 and is incorporated herein by reference.

(15) Previously filed with Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal period ended April 27, 2024 and is incorporated by reference.

(16) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 26, 2024 and is incorporated herein by reference.

(17) Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated November 6, 2024 and is incorporated herein by reference.

(18) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 25, 2025 and is incorporated herein by reference.

(19) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 2, 2020 and is incorporated herein by reference.

(20) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 3, 2025 and is incorporated herein by reference.

(21) Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATIONAL BEVERAGE CORP.

By: /s/ George R. Bracken

 George R. Bracken  

 Executive Vice President – Finance  

Date: July 1, 2026

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