TAP Molson Coors Beverage Co - 8-K

Item 8.01 Other Events.

USD Underwriting Agreement

On May 20, 2026, Molson Coors Beverage Company
(the “ Company ”) and certain subsidiaries of the Company (the “ Guarantors ”) entered into an underwriting
agreement (the “ Underwriting Agreement ”) with Citigroup Global Markets Inc., BofA Securities, Inc. and Goldman Sachs
& Co. LLC, as representatives of the underwriters named in Schedule I thereto, in connection with the proposed offer and sale by the
Company of $500.0 million in aggregate principal amount of 4.900% Senior Notes due 2031 and $1.0 billion in aggregate principal amount
of 5.500% Senior Notes due 2036 (the “ USD Notes ”).

The Underwriting Agreement contains representations
by the Company and the Guarantors and indemnification obligations relating to certain matters in favor of the underwriters named therein.
A copy of the Underwriting Agreement is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

The Company expects to issue the USD Notes on
May 27, 2026.

The offering of the USD Notes was made pursuant
to a final prospectus supplement, dated May 20, 2026 and filed with the U.S. Securities and Exchange Commission (the “ SEC ”)
on May 22, 2026, and a base prospectus, dated February 20, 2024, filed as part of the Company’s automatic shelf registration statement
on Form S-3ASR (File No. 333-277183) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on February
20, 2024.

CAD Purchase Agreement

On May 20, 2026, Molson Coors International LP,
a wholly-owned indirect subsidiary of the Company (“ MCILP ”), the Company, as parent guarantor, and certain subsidiaries
of the Company (the “ Subsidiary Guarantors ”) entered into a purchase agreement (the “ Purchase Agreement ”)
with Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., as representatives of the initial purchasers
named in Schedule I thereto, in connection with the proposed offer and sale by MCILP of C$500.0 million in aggregate principal amount
of 4.300% Senior Notes due 2033 (the “ CAD Notes ”).

The Purchase Agreement contains representations
by MCILP, the Company, as parent guarantor, and the Subsidiary Guarantors and indemnification obligations relating to certain matters
in favor of the initial purchasers named therein. A copy of the Purchase Agreement is filed as Exhibit 99.2 to this Form 8-K and is incorporated
by reference herein.

The Company expects to issue the CAD Notes on
May 27, 2026.

The CAD Notes were sold outside the United States
to non-U.S. persons in reliance on Regulation S of the Securities Act of 1933, as amended (the “ Securities Act ”).
The CAD Notes have not been registered under the Securities Act, or any state securities laws and, unless so registered, may not
be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Document Description

99.1

Underwriting Agreement, dated as of May 20, 2026, by and among Molson Coors Beverage Company, the guarantors party thereto and Citigroup Global Markets Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein.

99.2

Purchase Agreement, dated as of May 20, 2026, by and among Molson Coors International LP, Molson Coors Beverage Company, the other guarantors party thereto and Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., as representatives of the initial purchasers named therein.

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Cover Page Interactive Data File (embedded within the Inline XBRL document).