Financial Analysis

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.

CommitmentsAndContingenciesDisclosureTextBlock

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. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

10. STOCK-BASED COMPENSATION The Companys 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 Companys 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. Th …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

8. INCOME TAXES The provision (benefit) for income taxes, reflecting the prospective adoption of ASU 2023 - 09, consists of the following: (In thousands) Fiscal 2026 Current: Federal $ 46,936 State 6,295 53,231 Deferred: Federal 3,131 State 561 3,692 Total $ 56,923 The provision for income taxes, prior to the prospective adoption of ASU 2023 - 09, consists of the following: (In thousands) Fiscal Fiscal 2025 2024 Current $ 58,192 $ 49,683 Deferred (449 ) 3,433 Total $ 57,743 $ 53,116 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: Fiscal 2026 (In thousands) Amount Percent Statutory federal income tax rate $ 50,520 21.0 % State income taxes, net of federal benefit (1) 6,856 2.9 Other (453 ) (.2 ) Effective tax rate $ 56,923 23.7 % ( 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: Fiscal Fiscal 2025 2024 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 2.8 2.8 Other (.2 ) (.7 ) Effective income tax rate 23.6 % 23.1 % 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 recogni …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys financial position, cash flows or results of operations. …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

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) Fiscal 2027 $ 16,755 Fiscal 2028 11,955 Fiscal 2029 10,803 Fiscal 2030 10,221 Fiscal 2031 6,809 Thereafter 10,325 Total minimum lease payments including interest 66,868 Less: Amounts representing interest (7,932 ) Present value of minimum leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

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 consolidate …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

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 Companys 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. PPA Zone Status Fiscal Fiscal Surcharge Pension Fund 2026 2025 FIP/RP Status Imposed Central States, Southeast and Southwest Areas Pension Plan (EIN no. 36 - 6044243 ) (the CSSS Fund) Red Red Implemented Yes Western Conference of Teamsters Pension Trust Fund (EIN no. 91 - 6145047 ) (the WCT Fund) Green Green Not applicable No For …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

"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 Companys CEO utilizes his 50 + years of diversified business experience to set the Companys strategic direction, lead product development and instill his operating philosophy throughout the organization. The Companys 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 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys 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 Companys 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 managements 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 Companys financial instruments, including cash and cash equivalents, accounts re …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

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 Companys 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 person …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

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.

SubsequentEventsTextBlock

4. DEBT At November 1, 2025, 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 November 1, 2025 or May 3, 2025. At November 1, 2025, $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 November 1, 2025 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 the Companys operations or financial position. At November 1, 2025, the subsidiary was in compliance with all loan covenants. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

3. LEASES The Company has entered into various non-cancelable operating lease agreements for certain offices, buildings and machinery and equipment which expire 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 costs were $4.6 million and $4.1 million for the three fiscal months ended November 1, 2025 and October 26, 2024, respectively. Operating lease costs were $9.2 million and $8.3 million for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively. As of November 1, 2025, the weighted-average remaining lease term and weighted average discount rate of operating leases was 5.62 years and 4.56%, respectively. As of May 3, 2025, the weighted-average remaining lease term and weighted average discount rate of operating leases was 5.92 years and 4.52%, respectively. Cash payments were $4.6 million and $4.3 million for operating leases for the three fiscal months ended November 1, 2025 and October 26, 2024, respectively. Cash payments were $9.2 million and $8.4 million for operating leases for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively. The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements In December 2023, the FASB issued 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 reporting periods beginning after December 15, 2024. The Company will adopt ASU 2023 - 09 on a prospective basis and anticipates the adoption will not have a material effect on its consolidated financial statements for its fiscal year ended May 2, 2026. In November 2024, the FASB issued ASU 2024 - 03, Income StatementReporting Comprehensive IncomeExpense 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 Ju …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

6. RELATED PARTIES The Company is a party to a management agreement with Corporate Management Advisors, Inc. (CMA), a corporation owned by our Chairman and Chief Executive Officer. 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. Management fees to CMA were $2.9 million for both the three fiscal months ended November 1, 2025 and October 26, 2024. Management fees to CMA were $6.2 million for both the six fiscal months ended November 1, 2025 and October 26, 2024. At November 1, 2025 and May 3, 2025, accounts payable included amounts due to CMA of $1.8 million and $2.1 million, respectively.

RelatedPartyTransactionsDisclosureTextBlock

7. 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 Chief Operating Decision Maker (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. …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

1. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements include the accounts of National Beverage Corp. and its subsidiaries. All significant intercompany transactions and accounts have been eliminated. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles and rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all information and notes presented in the annual consolidated financial statements. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10 -K for the fiscal year ended May 3, 2025. The accounting policies used in these interim unaudited condensed consolidated financial statements are consistent with those used in the annual consolidated financial statements. Segment Reporting The Company operates as a single operating segment for purposes of presenting financial information and evaluating performance. As such, the accompanying consolidated financial statements present financial information in a format that is consistent with the internal financial information used by management. See Note 7 - Segment Information. Use of Estimates The preparation of financial statements requires management to ma …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing