Monster Beverage · Earnings release

PondelWilkinson Inc.

Investor Relations

Strategic Public Relations

W www.pondel.com

CONTACTS:

Mark Astrachan

SVP, Investor Relations & Corporate Development

NEWS

RELEASE

Roger S. Pondel / Judy Lin

PondelWilkinson Inc.

MONSTER BEVERAGE REPORTS 2025 FOURTH QUARTER

AND FULL-YEAR

FINANCIAL

RESULTS

2025 Fourth Quarter Highlights

·

Net Sales rise 17.6 percent to $2.13 billion

·

Operating Income increases 42.3 percent to $542.6 million (16.0 percent to $617.6 million on a non-GAAP adjusted basis)1

·

Net Income increases 65.9 percent to $449.2 million (31.2 percent to $507.0 million on a non-GAAP adjusted basis)

·

Net Income Per Diluted Share increases 64.9 percent to $0.46 per share (30.4 percent to $0.51 per share on a non-GAAP adjusted basis)

1The tables at the end of this press release provide

a reconciliation of non-GAAP financial measures to the Company’s results, as reported under GAAP. (See “Reconciliation of

GAAP and Non-GAAP Information” below).

Corona, CA – February 26, 2026 – Monster Beverage Corporation (NASDAQ: MNST) today reported financial results for the three- and twelve-months ended December 31,

Net sales for the 2025 fourth quarter increased

17.6 percent to $2.13 billion, from $1.81 billion in the same period last year. Net changes in foreign currency exchange rates had a

favorable impact on net sales for the 2025 fourth quarter of $27.7 million. Net sales on a foreign currency adjusted basis (non-GAAP)

increased 16.1 percent in the 2025 fourth quarter.

Net sales, excluding the Alcohol Brands segment

(non-GAAP), increased 18.3 percent in the 2025 fourth quarter. Net sales, excluding the Alcohol Brands segment, on a foreign currency

adjusted basis (non-GAAP), increased 16.7 percent in the 2025 fourth quarter.

Net sales for the Company’s Monster Energy®

Drinks segment, which primarily includes the Company’s Monster Energy® drinks, Reign Total Body Fuel® high performance

energy drinks, Reign Storm® total wellness energy drinks and Bang Energy® drinks, increased 18.9 percent to $1.99 billion for

the 2025 fourth quarter, from $1.67 billion for the 2024 fourth quarter. Net changes in foreign currency exchange rates had a favorable

impact on net sales for the Monster Energy® Drinks segment of approximately $24.4 million for the 2025 fourth quarter. Net sales

on a foreign currency adjusted basis (non-GAAP) for the Monster Energy® Drinks segment increased 17.5 percent in the 2025 fourth

quarter.

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Monster Beverage Corporation

Net sales for the Company’s Strategic

Brands segment, which primarily includes the various energy drink brands acquired from The Coca-Cola Company, as well as the

Company’s affordable energy brands, Predator® and Fury®, increased 7.8 percent to $110.0 million for the 2025 fourth

quarter, from $102.0 million in the 2024 fourth quarter. Net changes in foreign currency exchange rates had a favorable impact on

net sales for the Strategic Brands segment of approximately $3.2 million for the 2025 fourth quarter. Net sales on a foreign

currency adjusted basis (non-GAAP) for the Strategic Brands segment increased 4.7 percent in the 2025 fourth quarter.

Net sales for the Alcohol Brands segment, which

is comprised of various craft beers, flavored malt beverages and hard seltzers, decreased 16.8 percent to $29.0 million for the 2025

fourth quarter, from $34.9 million in the 2024 fourth quarter.

Net sales for the Company’s Other segment,

which primarily includes certain products of American Fruits and Flavors, LLC, a wholly owned subsidiary of the Company, sold to independent

third-party customers, increased 15.1 percent to $5.9 million for the 2025 fourth quarter, from $5.1 million in the 2024 fourth quarter.

Net sales to customers outside the United States

increased 26.9 percent to $903.3 million in the 2025 fourth quarter, from $711.5 million in the 2024 fourth quarter, representing approximately

42 percent and 39 percent of total reported net sales for the 2025 and 2024 fourth quarters, respectively. Net sales to customers outside

the United States, on a foreign currency adjusted basis (non-GAAP), increased 23.1 percent to $875.6 million in the 2025 fourth quarter.

Gross profit as a percentage of net sales for

the 2025 fourth quarter was 55.5 percent, compared with 55.3 percent in the 2024 fourth quarter. The increase in gross profit as a percentage

of net sales for the 2025 fourth quarter was primarily the result of pricing actions, supply chain optimization and product sales mix,

partially offset by increased aluminum can costs and geographical sales mix. Adjusted gross profit (non-GAAP) as a percentage of net

sales, excluding the Alcohol Brands segment, for the 2025 fourth quarter was 56.1 percent compared with 56.0 percent in the 2024 fourth

quarter.

Distribution expenses for the 2025 fourth quarter

were $88.9 million, or 4.2 percent of net sales, compared with $77.6 million, or 4.3 percent of net sales, in the 2024 fourth quarter.

Selling expenses for the 2025 fourth quarter were

$219.7 million, or 10.3 percent of net sales, compared with $193.4 million, or 10.7 percent of net sales, in the 2024 fourth quarter.

General and administrative expenses for the 2025

fourth quarter were $332.1 million, or 15.6 percent of net sales, compared with $350.3 million, or 19.3 percent of net sales, for the

2024 fourth quarter. General and administrative expenses included $51.2 million and $130.7 million of Alcohol Brands segment impairment

charges for the 2025 and 2024 fourth quarters, respectively. Stock-based compensation was $39.0 million for the 2025 fourth quarter,

compared with $22.2 million in the 2024 fourth quarter. The increase in stock-based compensation for the 2025 fourth quarter included

$12.9 million resulting from a change in the estimated pay-out levels for certain performance-based incentive compensation awards.

Operating expenses for the 2025 fourth quarter

were $640.7 million, compared with $621.2 million in the 2024 fourth quarter. Adjusted operating expenses (non-GAAP) for the 2025 fourth

quarter were $561.6 million, compared with $462.5 million in the 2024 fourth quarter. Operating expenses as a percentage of net sales

for the 2025 fourth quarter were 30.1 percent, compared with 34.3 percent in the 2024 fourth quarter. Adjusted operating expenses (non-GAAP)

as a percentage of net sales, less alcohol, were 26.7 percent and 26.0 percent for the 2025 and 2024 fourth quarters, respectively.

(more)

Monster Beverage Corporation

Operating income for the 2025 fourth quarter increased

42.3 percent to $542.6 million, from $381.2 million in the 2024 fourth quarter. Adjusted operating income (non-GAAP) for the 2025 fourth

quarter increased 16.0 percent to $617.6 million, from $532.2 million in the 2024 fourth quarter.

The effective tax rate for the 2025 fourth quarter

was 21.0 percent, compared with 29.9 percent in the 2024 fourth quarter. The decrease in the effective tax rate was primarily attributable

to higher stock-based compensation deductions, higher income in lower tax jurisdictions and the release of valuations allowances against

certain foreign deferred tax assets. The effective tax rate for the 2024 fourth quarter included an adjustment to the 2024 full year

effective tax rate.

Net income for the 2025 fourth quarter increased

65.9 percent to $449.2 million, from $270.7 million in the 2024 fourth quarter. Adjusted net income (non-GAAP) for the 2025 fourth quarter

increased 31.2 percent to $507.0 million, from $386.6 million in the 2024 fourth quarter. Net income per diluted share for the 2025 fourth

quarter increased 64.9 percent to $0.46, from $0.28 in the 2024 fourth quarter. Adjusted net income per diluted share (non-GAAP) for

the 2025 fourth quarter increased 30.4 percent to $0.51, from $0.39 in the fourth quarter of 2024.

Hilton H. Schlosberg, Chief Executive Officer,

said, “The global energy drink category demonstrated solid growth in 2025, driven by increased consumer demand. We delivered a

strong close to the year in both our domestic and international markets, with record 2025 fourth quarter net sales increasing 17.6 percent

and crossing the $2.0 billion threshold for the first time in the Company’s history for a fiscal fourth quarter. Our net sales

to customers outside the United States increased 26.9 percent in the 2025 fourth quarter to approximately 42 percent of total net sales.

EMEA in particular, had a solid 2025 fourth quarter with increased net sales of 32.6 percent in dollars.

“Our performance reflects the success of

our existing core offerings as well as our product innovations, which are resonating strongly with consumers. Innovation remains

central to our long-term growth strategy, and we remain excited about our planned new product offerings for the remainder of 2026 and

beyond,” Mr. Schlosberg added.

Net sales for the year ended December 31,

2025 increased 10.7 percent to $8.29 billion, from $7.49 billion for the year ended December 31, 2024. Net changes in foreign currency

exchange rates had an unfavorable impact of $3.0 million on net sales for the year ended December 31, 2025. Net sales on a foreign

currency adjusted basis (non-GAAP) increased 10.7 percent for the year ended December 31, 2025. Net sales, excluding the Alcohol

Brands segment, on a foreign currency adjusted basis (non-GAAP), increased 11.5 percent for the year ended December 31, 2025.

Gross profit as a percentage of net sales for

the year ended December 31, 2025 was 55.8 percent, compared with 54.0 percent for the year ended December 31, 2024. Adjusted

gross profit (non-GAAP) as a percentage of net sales, excluding the Alcohol Brands segment, for the year ended December 31, 2025

was 56.4 percent, compared with 54.8 percent for the year ended December 31, 2024.

Operating expenses for the year ended December 31,

2025 were $2.21 billion, compared with $2.12 billion for the year ended December 31, 2024. Adjusted operating expenses (non-GAAP)

for the year ended December 31, 2025 were $2.02 billion, compared with $1.86 billion for the year ended December 31, 2024.

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Monster Beverage Corporation

Operating income for the year ended December 31,

2025 increased 25.3 percent to $2.42 billion, from $1.93 billion for the year ended December 31, 2024. Adjusted operating income

(non-GAAP) for the year ended December 31, 2025 increased 20.1 percent to $2.58 billion, from $2.15 billion for the year ended December 31,

The effective tax rate for the year ended December 31,

Net income for the year ended December 31,

2025 increased 26.3 percent to $1.91 billion, from $1.51 billion for the year ended December 31, 2024. Adjusted net income

(non-GAAP) for the year ended December 31, 2025 increased 21.0 percent to $2.03 billion, from $1.68 billion for the year ended December 31,

2024. Net income per diluted share for the year ended December 31, 2025 increased 29.9 percent to $1.94, from $1.49 for the year

ended December 31, 2024. Adjusted net income per diluted share (non-GAAP) for the year ended December 31, 2025 increased 24.5

Regional Leadership Changes

The Company is pleased to announce a series of

leadership changes to advance growth, strategic initiatives, and regional performance. All appointments took effect on February 25,

2026. Rob Gehring, formerly Chief Growth Officer, is now Chief Executive Officer, Americas. In this new role, Mr. Gehring will oversee

the Company’s North America, Latin America, and Caribbean markets. Mr. Gehring joined the Company in 2024. Former President

of EMEA & OSP, Guy Carling, is now Chief Executive Officer, EMEA & OSP. Mr. Carling is responsible for Europe,

the Middle East and Africa as well as Oceania and the South Pacific. Mr. Carling joined the Company in 2007. Emelie Tirre, formerly

Chief Commercial Officer, is now Chief Strategy Officer. In this new role, Ms. Tirre will oversee the Company’s enterprise

strategy. Ms. Tirre joined the Company in 2010.

Mr. Schlosberg stated, “We believe

the leadership changes that we are announcing today will drive future performance and growth across the business.”

Share Repurchase Program

During the 2025 fourth quarter, no shares of the

Company’s common stock were repurchased. As of February 26, 2026, approximately $500.0 million remained available for repurchase

under the previously authorized repurchase program.

Investor Conference Call

The Company will host an investor conference call

today, February 26, 2026, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). The conference call will be open to all

interested investors through a live audio web broadcast via the internet at www.monsterbevcorp.com in the “Events &

Presentations” section. For those who are not able to listen to the live broadcast, the call will be archived for approximately

one year on the website.

Monster Beverage Corporation

Based in Corona, California, Monster Beverage

Corporation is a holding company and conducts no operating business except through its consolidated subsidiaries. The Company’s

subsidiaries develop and market energy drinks, including Monster Energy® drinks, Monster Energy Ultra® energy drinks, Juice Monster®

Energy + Juice energy drinks, Java Monster® non-carbonated coffee + energy drinks, Monster® Killer Brew™ Triple Shot, Rehab

Monster® non-carbonated energy drinks, Monster Energy® Nitro energy drinks, Reign Total Body Fuel® high performance energy

drinks, Reign Storm® total wellness energy drinks, NOS® energy drinks, Full Throttle® energy drinks, Bang Energy® drinks,

BPM® energy drinks, BU® energy drinks, Burn® energy drinks, Live+® energy drinks, Mother® energy drinks, Nalu®

energy drinks, Play® and Power Play® (stylized) energy drinks, Relentless® energy drinks, Samurai® energy drinks, Ultra

Energy® drinks, Predator® energy drinks and Fury® energy drinks. The Company’s subsidiaries also develop and market

craft beers, flavored malt beverages and hard seltzers under a number of brands, including Jai Alai® IPA, Dale’s Pale Ale®,

Dallas Blonde®, Wild Basin® hard seltzers, The Beast™, Beast® Tea, Blind Lemon® and Blinder Lemon™. For more

information visit www.monsterbevcorp.com.

(more)

Monster Beverage Corporation

Caution Concerning Forward-Looking Statements

Certain statements made in this announcement

may constitute “forward-looking statements” within the meaning of the U.S. federal securities laws, as amended, regarding

the expectations of management with respect to our future operating results and other future events including revenues and profitability.

The Company cautions that these statements are based on management’s current knowledge and expectations and are subject to certain

risks and uncertainties, many of which are outside of the control of the Company, that could cause actual results and events to differ

materially from the statements made herein. Such risks and uncertainties include, but are not limited to, the following: our ability

to sustain and/or surpass the current level of sales of our products, to adapt to changing consumer preferences, and to effectively respond

to competitive products and pricing pressures; our ability to implement our growth strategy, including expanding our business in existing

and new sectors and achieving profitability within our Alcohol Brands segment; our ability to adapt to the changing retail landscape

with the rapid growth in e-commerce retailers and e-commerce websites; our ability to absorb, reduce or pass on to our bottlers/distributors

increases in costs and expenses, including the Midwest Premium, and freight costs; the impact of the current U.S. presidential administration’s

policies on our energy drinks due to concerns about sugar-sweetened beverages, particular ingredients, such as food dyes, and the “generally

recognized as safe” (GRAS) process; the impact of proposed or adopted domestic and/or foreign legislation to limit or restrict

the sale of energy drinks (including the prohibition of the sale of energy drinks to certain demographics, at certain establishments,

in certain container sizes or pursuant to certain governmental programs, such as the Supplemental Nutrition Assistance Program (SNAP));

the impact of changes in U.S. trade policies, including the imposition of additional tariffs; the impact of adverse changes in our costs,

our supply chain, inflation or consumer demand for our products; the imposition of new and/or increased excise sales and/or other taxes

on our products; our extensive commercial arrangements with The Coca-Cola Company (TCCC) and, as a result, our future performance’s

substantial dependence on the success of our relationship with TCCC; the effects of unilateral decisions by bottlers/distributors and/or

retailers on our business, including their distribution and placement of our products, their consolidation, their discontinuation, or

restriction of the range of, all or any of our products that they carry, their limitations on the sale or sizes of our products, and/or

their allocation of less resources to the sale of our products; changes in the price and/or availability of raw materials and other supply

chain issues, such as the availability of products, suitable production facilities and/or co-packing arrangements; possible recalls of

our products and/or the consequences and costs of defective production; disruption to our manufacturing facilities and operations related

to climate, labor, production difficulties, capacity limitations, regulations or other causes; disruption to and/or lack of effectiveness

of our information technology systems, including internal and external cybersecurity threats and breaches; adverse publicity surrounding

obesity, alcohol consumption and other health concerns related to our products, product safety and quality; liabilities resulting from

legal or regulatory proceedings, government investigations, and/or injunctions; the inherent operational risks, including the abuse or

misuse of our products presented by the alcoholic beverage industry and/or related claims that may not be adequately covered by insurance

or may lead to litigation; the current uncertainty and volatility in the national and global economy and changes in demand due to such

economic conditions, including a slowdown in consumer spending generally; and the impact of military conflicts, including supply chain

disruptions, volatility in commodity prices, increased economic uncertainty and escalating geopolitical tensions. For a more detailed

discussion of these and other risks that could affect our operating results, see the Company’s reports filed with the Securities

and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2024 and our subsequently

filed quarterly reports. The Company’s actual results could differ materially from those contained in the forward-looking statements.

The Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or

otherwise.

# # #

(tables below)

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OTHER INFORMATION

(In Thousands, Except Per Share Amounts) (Unaudited)

Three-Months Ended

Twelve-Months Ended

Net sales1

$

$

$

$

Cost of sales

Gross profit1

Gross profit as a percentage of net sales

%

%

%

%

Operating expenses

Operating expenses as a percentage of net sales

%

%

%

%

Operating income1

Operating income as a percentage of net sales

%

%

%

%

Interest and other income, net

Income before provision for income taxes1

Provision for income taxes

Income taxes as a percentage of income before taxes

%

%

%

%

Net income

$

$

$

$

Net income as a percentage of net sales

%

%

%

%

Net income per common share:

Basic

$

$

$

$

Diluted

$

$

$

$

Weighted average number of shares of common stock and common stock equivalents:

Basic

Diluted

Energy drink case sales (in thousands) (in 192-ounce case equivalents)

Average net sales per case2

$

$

$

$

1Includes $10.1 million and

$10.0 million for the three-months ended December 31, 2025 and 2024, respectively, related to the recognition of deferred

revenue. Includes $40.0 million and $39.9 million for the twelve-months ended December 31, 2025 and 2024, respectively, related

to the recognition of deferred revenue.

2Excludes Alcohol Brands

segment and Other segment net sales.

MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value)

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

$

Short-term investments

-

Accounts receivable, net

Inventories

Prepaid expenses and other current assets

Prepaid income taxes

Total current assets

INVESTMENTS

-

PROPERTY AND EQUIPMENT, net

DEFERRED INCOME TAXES, net

GOODWILL

OTHER INTANGIBLE ASSETS, net

OTHER ASSETS

Total Assets

$

$

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$

$

Accrued liabilities

Accrued promotional allowances

Deferred revenue

Accrued compensation

Income taxes payable

Total current liabilities

DEFERRED REVENUE

OTHER LIABILITIES

LONG-TERM DEBT

-

STOCKHOLDERS’ EQUITY:

Common stock - $0.005 par value; 5,000,000 shares authorized; 1,132,906 shares issued and 978,113 shares outstanding as of December 31, 2025; 1,126,329 shares issued and 973,079 shares outstanding as of December 31, 2024

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

)

)

Common stock in treasury, at cost; 154,793 shares and 153,250 shares as of December 31, 2025 and December 31, 2024, respectively

)

)

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

$

$

Reconciliation of GAAP and Non-GAAP Information

($ in Thousands, Except Per

Share Amounts, unaudited)

The Company believes the following non-GAAP items

are useful to investors in evaluating the Company’s ongoing operating and financial results. The non-GAAP items should be considered

in addition to, and not in lieu of, U.S. GAAP financial measures. The non-GAAP financial measures do not represent a comprehensive basis

of accounting. Therefore, our non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Net Sales

$

$

%

$

$

%

Currency Impact

)

N/A

N/A

Adjusted Net Sales – FX Neutral

$

$

%

$

$

%

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Net Sales

$

$

%

$

$

%

Alcohol Brands Segment

)

)

)

)

Adjusted Net Sales – Less Alcohol

$

$

%

$

$

%

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Net Sales

$

$

%

$

$

%

Alcohol Brands Segment

)

)

)

)

Currency Impact

)

N/A

N/A

Adjusted Net Sales – FX Neutral/Less Alcohol

$

$

%

$

$

%

Monster Energy® Drinks

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Segment

Change

Change

Net Sales

$

$

%

$

$

%

Currency Impact

)

N/A

N/A

Adjusted Net Sales

$

$

%

$

$

%

Strategic Brands Segment

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Net Sales

$

$

%

$

$

%

Currency Impact

)

N/A

N/A

Adjusted Net Sales

$

$

%

$

$

%

Foreign

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Net Sales

$

$

%

$

$

%

Currency Impact

)

N/A

N/A

Adjusted Net Sales

$

$

%

$

$

%

Reconciliation of GAAP and Non-GAAP Information

($ in Thousands, Except Per Share Amounts,

unaudited) - continued

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Gross Profit

$

$

%

$

$

%

Alcohol Brands Segment1

)

)

)

)

Adjusted Gross Profit

$

$

%

$

$

%

Adjusted Gross Profit as a Percentage of Adjusted Net Sales – Less Alcohol

%

%

%

%

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Operating Expenses

$

$

%

$

$

%

Alcohol Brands Segment – Impairments2

)

)

)

)

Alcohol Brands Segment – Operations1

)

)

)

)

Litigation Provisions

)

)

)

)

Retirement-Clause Related Stock-Based Compensation3

)

-

)

-

Adjusted Operating Expenses

$

$

%

$

$

%

Adjusted Operating Expenses as a percentage of Adjusted Net Sales – Less Alcohol

%

%

%

%

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Operating Income

$

$

%

$

$

%

Alcohol Brands Segment – Impairments2

Alcohol Brands Segment – Losses1

Litigation Provisions

Retirement-Clause Related Stock-Based Compensation3

-

-

Adjusted Operating Income

$

$

%

$

$

%

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Net Income

$

$

%

$

$

%

Alcohol Brands Segment – Impairments2

Alcohol Brands Segment – Losses1

Litigation Provisions

Retirement-Clause Related Stock-Based Compensation3

-

-

Adjusted Net Income

$

$

%

$

$

%

Adjustments in this table are net

of tax.

Reconciliation of GAAP and Non-GAAP Information

($ in Thousands, Except Per Share Amounts,

unaudited) - continued

Three-Months Ended

Percentage

Twelve-Months Ended

Percentage

Change

Change

Net Income per common share - Diluted

$

$

%

$

$

%

Alcohol Brands Segment – Impairments2

Alcohol Brands Segment – Losses1

Litigation Provisions

-

-

Retirement-Clause Related Stock-Based Compensation3

-

-

-

Adjusted Net Income per common share - Diluted

$

$

%

$

$

%

Adjustments in this table are net of tax.

million of inventory reserves for the three-months ended December 31, 2025 and 2024, respectively. Includes $3.6 million and $14.7

million of inventory reserves for the twelve-months ended December 31, 2025 and 2024, respectively.

million of Alcohol Brands segment impairment charges for the three-months ended December 31, 2025 and 2024, respectively. Includes

$53.7 million and $138.8 million of Alcohol Brands segment impairment charges for the twelve-months ended December 31, 2025 and

began issuing equity awards containing language that permits certain awards to continue vesting following a recipient’s retirement

(the “Retirement Clause”). The Retirement Clause is applicable for award recipients that have (i) attained the age of

sixty-five, (ii) completed ten or more years of continuous service, and (iii) provided at least six months’ written notice

to the Company prior to their last day of service. Since recipients who meet the eligibility conditions of the Retirement Clause are

not required to continue providing service following their retirement in order for certain of their awards subject to the Retirement

Clause to continue vesting, the service period for such recipients is six months rather than the stated vesting period per the award.