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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 12, 2026

National Beverage Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14170	59-2605822
(Commission File Number)	(IRS Employer Identification No.)

8050 SW Tenth Street, Suite 4000 Fort Lauderdale, Florida	33324
(Address of Principal Executive Offices)	(Zip Code)

(954) 581-0922

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	FIZZ	The NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On March 12, 2026, National Beverage Corp. (the “Company”) issued a press release announcing financial results for the periods ended January 31, 2026. The information in Item 2.02 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit 99.1	Press release dated March 12, 2026 announcing the Company’s financial results for the periods ended January 31, 2026.

Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements 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.

(Registrant)

By:	/s/ George R. Bracken

George R. Bracken

Executive Vice President – Finance

(Principal Financial Officer)

Date: March 13, 2026

EXHIBIT INDEX

99.1	Press release dated March 12, 2026 announcing the Company’s financial results for the periods ended January 31, 2026.

104	Cover Page Interactive Data File (formatted as Inline XBRL)

EX-99.1 2 ex_932362.htm EXHIBIT 99.1 ex_932362.htm

Exhibit 99.1

NASDAQ: FIZZ

For Immediate Release

Contact: Office of the Chairman, Grace Keene

NATIONAL BEVERAGE CORP.

REPORTS INCREASED WINTER QUARTER NET INCOME

WHILE IMPROVING MARGINS

FORT LAUDERDALE, FL, March 12, 2026 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its third quarter ended January 31, 2026, while honoring its patriotic commitment not to pass along the full impact of tariffs to consumers:

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Net sales were $265 million;

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Gross profit of $100 million reflects a 60 basis point year-over-year margin improvement;

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Earnings per share increased 5% to $.44 and;

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Operating cash flow was $136 million and quarter-end cash grew to $314 million.

“The third quarter delivered on our expectations for this marketplace and our objective of balancing volume with product pricing and margins. While volume was soft early in the quarter, January shipments were up 7% despite the effects of winter storm Fern, which disrupted shipping across the country. Initial shipments for our fourth quarter also reflect continued volume improvements over the prior year. We will continue to monitor tariff-related cost increases and, if necessary, make price adjustments designed to balance the effects on consumers with the amount absorbed by the Company,” stated a company spokesperson.

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National Beverage Corp.

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“Innovation remains our strategic compass as our recently released beverages expand distribution and build velocity. Our newest innovation, the ‘harmoniously combined’ PineApple CocoNut was featured to an overwhelming favorable response at Natural Products Expo West – the largest annual gathering of natural and organic products. Strawberry Peach has quickly risen to among the fastest selling LaCroix flavors, and Sunshine and PineApple CocoNut are now making their way to our retail partners along with new Shasta and Faygo ZERO Sugar products.”

“A recent Food Business News report identified the top consumer trends for 2026. One trend was termed ‘layers of delight’, highlighting the desire of consumers to indulge in multisensory experiences that ‘elevate moments and combine sensory richness with well-being.’ Another trend from the report is ‘beverage with a purpose’ as consumers favor products for hydration and convenience with ‘better-for-you’ formulas with no or low sugar and natural ingredients. Clearly, our largest brand, LaCroix, has these attributes and, as one of the Most Trusted Brands in America, is poised to continue its category leadership.”

“Over our history as a public company, our track record of long-term growth and strong cash flows has delivered a superior return on equity and industry-leading return on assets. We believe our entrepreneurial operator model, balance sheet strength and focus on healthy innovative products position us to deliver a ‘healthy’ future for our consumers and shareholders,” concluded the spokesperson.

“Patriotism” – If Only We Could Bottle It!

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National Beverage Corp.

Page 3

National Beverage Corp.

Consolidated Results for the Periods Ended

January 31, 2026 and January 25, 2025

(In thousands, except per share amounts)

	Three Fiscal Months Ended				Trailing Twelve Fiscal Months Ended
	January 31, 2026		January 25, 2025		January 31, 2026

Net Sales	$	264,586	$	267,050	$	1,197,061

Net Income	$	41,208	$	39,643	$	188,093

Earnings Per Common Share
Basic	$	.44	$	.42	$	2.01
Diluted	$	.44	$	.42	$	2.01

Average Common Shares Outstanding
Basic		93,612		93,617		93,619
Diluted		93,645		93,691		93,681

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and other factors described in the Company's Securities and Exchange Commission filings which may cause actual results or achievements to differ from the results or achievements expressed or implied by such statements. The Company disclaims an obligation to update or announce revisions to any forward-looking statements.