UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

	Monster Beverage Corporation
	(Name of Registrant as Specified in Its Charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

MONSTER BEVERAGE CORPORATION

1 Monster Way

Corona, California 92879

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 14, 2026

March 27, 2026

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Monster Beverage Corporation (the “Company”) to be held on Thursday, May 14, 2026 at 8:30 a.m. Pacific Time (the “Annual Meeting”). Similar to last year, we will conduct our Annual Meeting exclusively as a virtual meeting via live webcast. You will not be able to attend the Annual Meeting in person. We believe that a virtual meeting will provide meaningful stockholder access and participation. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. Stockholders can access the Annual Meeting by visiting: www.virtualshareholdermeeting.com/MNST2026. This proxy is solicited on behalf of the Board of Directors of the Company.

In addition to the specific matters to be voted on at the Annual Meeting that are listed in the accompanying notice, there will be an opportunity for stockholders of the Company to ask questions.

I hope that you will be able to join us. Your vote is important to us and to our business. I encourage you to vote by telephone, over the internet, or if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the Annual Meeting, whether or not you plan to attend. If you attend the Annual Meeting via live webcast, you will, of course, have the right to revoke the proxy and vote your shares electronically.

		Sincerely,

		/s/ Rodney C. Sacks
		Rodney C. Sacks
		Chairman of the Board of Directors

MONSTER BEVERAGE CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 14, 2026

TO THE STOCKHOLDERS OF THE COMPANY:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Monster Beverage Corporation (“Monster” or the “Company”) will be held on Thursday, May 14, 2026 at 8:30 a.m. Pacific Time (the “Annual Meeting”). This year’s Annual Meeting will be exclusively conducted as a virtual meeting via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/MNST2026. You will not be able to attend the Annual Meeting in person. Additional information regarding attending the Annual Meeting, voting your shares and submitting questions can be found in the Proxy Statement for the Annual Meeting of Stockholders (the “Proxy Statement”). The Annual Meeting is being held for the following purposes:

To elect ten directors to serve until the 2027 annual meeting of stockholders of the Company;

To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026;

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of the Company of record at the close of business on March 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

All stockholders of the Company are cordially invited to attend the Annual Meeting via live webcast at www.virtualshareholdermeeting.com/MNST2026 and use their 16-digit control number provided in the Notice of Internet Availability of Proxy Materials or on the proxy card. We encourage stockholders to log in to this website and access the webcast before the Annual Meeting’s start time. Please note that there is no in-person annual meeting for you to attend. However, to ensure your representation at the Annual Meeting, you are urged to vote by telephone, over the internet, or if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card prior to the Annual Meeting. We encourage you to send your proxies in as early as possible. You may revoke your voted proxy at any time prior to the Annual Meeting or by voting again electronically during the virtual meeting. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting electronically via live webcast, specifically request in writing that your prior proxy be revoked or are a beneficial holder who requests a legal proxy.

If you encounter any technical difficulties with the virtual meeting platform on the day of the Annual Meeting, please call the technical support number on the virtual meeting login page.

		Sincerely,

		/s/ Paul J. Dechary
		Paul J. Dechary
		Secretary, Executive Vice President & General Counsel

Corona, California

March 27, 2026

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE. IN ADDITION TO VOTING ELECTRONICALLY VIA LIVE WEBCAST, STOCKHOLDERS OF RECORD MAY VOTE VIA A TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET AS INSTRUCTED IN THESE MATERIALS. IF YOU REQUESTED TO RECEIVE A PROXY CARD OR VOTING INSTRUCTION CARD BY MAIL, YOU MAY ALSO VOTE BY MARKING, SIGNING, DATING AND MAILING THE PROXY CARD PROMPTLY IN THE RETURN ENVELOPE PROVIDED. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BROKER OR OTHER INTERMEDIARY AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A LEGAL PROXY FORM AND VOTE YOUR SHARES IN THE MANNER PRESCRIBED BY THAT RECORD HOLDER.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on May 14, 2026.

The Company’s Proxy Statement and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2025 are available at https://materials.proxyvote.com/61174X.

TABLE OF CONTENTS

Information Concerning Solicitation and Voting	2
Principal Stockholders and Security Ownership of Management	6
Deadlines for Receipt of Stockholder Proposals	10
Proposal One – Election of Directors	11
Management	15
Compensation Discussion and Analysis	20
Director Compensation	51
Equity Compensation Plan Information	54
CEO Pay Ratio	54
Pay Versus Performance	55
Certain Relationships and Related Transactions and Director Independence	58
Audit Committee	59
Compensation Committee	62
Nominating and Corporate Governance Committee	63
Proposal Two – Ratification of the Appointment of Ernst & Young LLP	64
Proposal Three – Advisory Vote on Executive Compensation	64
Other Matters	65
Communicating with the Board	65
Form 10-K and Other Documents Available	65
Appendix A – Reconciliation of GAAP and Non-GAAP Information	A-1

MONSTER BEVERAGE CORPORATION

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The Board of Directors of Monster Beverage Corporation (“Monster” or the “Company”) is soliciting proxies to be voted at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Thursday, May 14, 2026 at 8:30 a.m. Pacific Time, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders of the Company. The Annual Meeting will be exclusively conducted as a virtual meeting via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/MNST2026. To enter the Annual Meeting, you will need the 16-digit control number that is printed on your proxy card. We encourage stockholders to log in to this website and access the webcast before the Annual Meeting’s start time. You will not be able to attend the Annual Meeting in person. In this proxy, unless the context requires otherwise, references to “we,” “our” or “us” refer to Monster.

The proxy materials, including this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2025, are being distributed and made available on or about March 27, 2026. This proxy statement contains important information for you to consider when deciding how to vote on matters brought before the Annual Meeting. Please read it carefully.

Notice of Internet Availability of Proxy Materials

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide our stockholders access to our proxy materials over the internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about March 27, 2026 to our stockholders who owned the Company’s common stock, par value $0.005 per share (“Common Stock”), at the close of business on March 23, 2026. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice, or request that a printed set of the proxy materials be sent to them by following the instructions in the Notice.

Householding

If you are a beneficial owner, your bank or broker may deliver a single proxy statement, along with individual proxy cards, or individual Notices to any household at which two or more stockholders reside unless contrary instructions have been received from you. This procedure, referred to as householding, reduces the volume of duplicate materials stockholders receive and reduces mailing expenses. Stockholders may revoke their consent to future householding mailings or enroll in householding mailings by contacting Broadridge Financial Solutions, Inc. at 1-866-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, if you wish to receive a separate set of proxy materials for this year’s Annual Meeting, we will deliver them promptly upon request to Monster Beverage Corporation, 1 Monster Way, Corona, CA 92879, or by calling (951) 739-6200 or (800) 426-7367.

Record Date, Outstanding Voting Securities

Holders of record of Common Stock at the close of business on March 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting. Each share entitles its holder to one vote. As of the record

date, 977,906,022 shares of our Common Stock were issued and outstanding. There are no other outstanding voting securities of the Company.

Quorum

The presence, via live webcast or by proxy, of the holders of one-third of the shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Such stockholders are counted as present at the Annual Meeting if they (i) are present via live webcast at the Annual Meeting or (ii) have properly submitted their vote by telephone, over the internet or by returning their proxy card. Abstentions and withheld votes will be counted for determining whether a quorum is present for the Annual Meeting.

Required Vote

In accordance with the Fourth Amended and Restated By-laws of the Company, as amended through November 6, 2024 (the “By-laws”):

	●	Directors are elected by the affirmative vote of a majority of the votes cast electronically via live webcast or by proxy by the holders of shares of Common Stock entitled to vote in the election at the Annual Meeting (meaning the number of shares voted “for” a director must exceed the number of shares voted “against” that director); provided, however, that, in the case of a contested election (as defined in the By-laws), directors must be elected by a plurality of votes cast;
	●	The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm shall be by the affirmative vote of the majority of the votes cast on the proposal electronically via live webcast or by proxy at the Annual Meeting (meaning the number of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal); and
	●	The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers shall be by the affirmative vote of the majority of the votes cast on the proposal electronically via live webcast or by proxy at the Annual Meeting (the “Say-on-Pay Proposal”);

in each case, provided a quorum is present.

With respect to the election of directors, each director nominee must receive a vote “for” their election from a majority of the votes cast in order to be elected as a director. If an incumbent director is not elected by a majority of votes cast in an uncontested election, the director shall promptly tender his or her resignation to the Board, and the Board shall respond in accordance with the director resignation procedures further detailed in the Company’s Corporate Governance Guidelines, a copy of which is available on our website at http://investors.monsterbevcorp.com/governance.cfm.

For all other proposals, the affirmative vote of a majority of the votes cast is required to approve each proposal.

Abstentions and broker non-votes are not treated as cast either “for” or “against” a matter and therefore will not affect the outcome of the vote.

Non-Discretionary Proposals

If you are a beneficial owner and hold your shares in street name and do not provide the organization that holds your shares with voting instructions, the broker or other intermediary will determine if it has the discretionary authority to vote on the particular matter. Brokers and other

intermediaries may not vote uninstructed shares in (i) the election of directors and (ii) the approval of the Say-on-Pay Proposal. If your shares are held by a broker or other intermediary and you do not instruct your broker or other intermediary how to vote for each of these proposals, no votes will be cast on your behalf. Therefore, it is important that you cast your vote if you want it to count for each of these proposals.

Discretionary Proposals

Brokers that do not receive instructions are entitled to vote on the ratification of the independent registered public accounting firm.

Brokers and other intermediaries may vote uninstructed shares in the ratification of the Company’s independent registered public accounting firm, which is considered a routine matter. Accordingly, we do not expect to receive any broker non-votes with respect to such proposal.

No stockholder shall be entitled to cumulative voting. Broadridge Financial Solutions, Inc. will receive and tabulate the proxies.

Board of Directors’ Recommendations

The Board of Directors of the Company (the “Board of Directors” or the “Board”) recommends a vote:

●

“FOR” each of the nominees to the Board (Proposal One);

●

“FOR” the ratification of Ernst & Young LLP as our independent registered public accountants for fiscal year 2026 (Proposal Two); and

●

“FOR” the Say-on-Pay Proposal (Proposal Three).

How to Vote

If on March 23, 2026 your shares are registered directly in your name with the Company’s registrar and transfer agent, Equiniti Trust Company, LLC, you are considered a stockholder of record with respect to those shares and the Notice was sent to you directly by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote electronically via live webcast at the Annual Meeting.

If you are a stockholder of record and you sign and submit a proxy card, but you do not provide voting instructions on the card, your shares will be voted “FOR” proposals 1, 2, and 3.

If on March 23, 2026 your shares are held in a brokerage account, bank, broker-dealer, trust or similar organization, you are considered the “beneficial owner” of those shares held in street name and the Notice was forwarded to you by that organization. The organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and/or obtain a valid proxy from the organization that holds your shares giving you the right to vote your shares at the Annual Meeting. As the beneficial owner, you have the right to direct your broker or other intermediary how to vote your shares and you are also invited to attend the Annual Meeting via live webcast.

Your vote is very important to us, and we hope that you will attend the Annual Meeting via live webcast. However, whether or not you plan to attend the Annual Meeting, please vote by proxy in accordance with the instructions on your proxy card, voting instruction form (from your broker or other

intermediary) or the instructions that you received through electronic mail. There are three convenient ways of submitting your vote:

●

By Telephone or Internet - All stockholders of record can vote by touchtone telephone from the United States using the toll-free telephone number on the proxy card, or over the internet using the procedures and instructions described on the proxy card. Beneficial owners may vote by telephone or internet if their broker or other intermediary makes those methods available, in which case the broker or other intermediary will enclose the instructions with the proxy materials. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been recorded properly.

●

Via Live Webcast - All stockholders of record may vote electronically via live webcast at the virtual Annual Meeting at www.virtualshareholdermeeting.com/MNST2026 and using their 16-digit control number provided in their proxy card. Beneficial owners may vote electronically via live webcast at the Annual Meeting if their broker or other intermediary has furnished a legal proxy. If you are a beneficial owner and would like to vote your shares by proxy, you will need to ask your broker or other intermediary to furnish you with a legal proxy. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked, unless you vote again at the Annual Meeting electronically via live webcast, specifically request in writing that your prior proxy be revoked, or are a beneficial holder who requests a legal proxy.

●

By Written Proxy - All stockholders of record can vote by written proxy card, if they have requested to receive printed proxy materials. If you are a beneficial holder and you requested to receive printed proxy materials, you will receive a written proxy card and a voting instruction form from your broker or other intermediary.

Revocability of Proxies

If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the Annual Meeting by: (i) delivering a written notice of revocation to the Office of the Secretary at the Company’s principal executive offices; (ii) voting again over the internet or by telephone (only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted) or, if you requested and received written proxy materials, by signing and returning a new proxy card with a later date; or (iii) by attending the Annual Meeting via live webcast and voting electronically.

If you are a beneficial owner, you may revoke your proxy and change your vote at any time before the Annual Meeting by: (i) submitting new voting instructions to your broker or other intermediary; or (ii) if you have obtained a legal proxy from your broker or other intermediary, by attending the Annual Meeting via live webcast and voting electronically.

However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting electronically via live webcast, specifically request in writing that your prior proxy be revoked or are a beneficial holder who requests a legal proxy.

Solicitation

The cost of soliciting proxies will be borne by the Company. The Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. In addition to solicitation by use of the mail or via the internet, proxies may also be solicited by certain of the Company’s directors, officers and regular employees, without additional compensation, personally or by telephone, facsimile or letter. In addition,

the Company has engaged D.F. King & Co., Inc. to act as its proxy solicitor and has agreed to pay approximately $13,500 plus reasonable expenses for such services.

Questions

In order to submit a question at the Annual Meeting, you will need your 16-digit control number provided in the Notice or on your proxy card and visit www.virtualshareholdermeeting.com/MNST2026. You may log in 15 minutes before the start of the Annual Meeting and submit questions online, and you will be able to submit questions during the Annual Meeting as well. We encourage you to submit any question that is relevant to the business of the meeting. Relevant questions will be read and addressed during the meeting, subject to time limitations. The questions and answers from the Annual Meeting will be available at www.monsterbevcorp.com in the “Events & Presentations” section as soon as practicable following the Annual Meeting and archived for approximately one year.

Technical Support

If you encounter any technical difficulties with the virtual meeting platform on the Annual Meeting day, please call the technical support line number that will be posted on the virtual meeting login page.

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of the most recent practical date, March 17, 2026 (unless otherwise noted below), the beneficial ownership of the Company’s Common Stock of (a) those persons known to the Company to be the beneficial owners of more than 5% of the Company’s Common Stock; (b) each of the Company’s directors and nominees for director; (c) the Company’s named executive officers; and (d) all of the Company’s current directors and executive officers as a group. In computing the number and percentage of shares beneficially owned by each person, we include any shares of Common Stock that could be acquired within 60 days of March 17, 2026 by the exercise of options or the vesting of restricted stock units. Such shares, however, are not counted in computing the percentage ownership of any other person.

Name and Address of Beneficial Owner*	Amount and Nature of Beneficial Ownership	Percent of Class
The Coca-Cola Company¹	204,243,204	20.9%
The Vanguard Group²	63,682,206	6.5%
BlackRock, Inc.³	50,718,228	5.2%
Brandon Limited Partnership No. 1⁴	11,291,136	1.2%
Brandon Limited Partnership No. 2⁵	58,773,888	6.0%
RCS1, LLC	100,000	**%
Ana Demel⁶	-	**%
James L. Dinkins⁷	16,826	**%
William W. Douglas III⁸	12,748	**%
Mark J. Hall⁹	353,246	**%
Tiffany M. Hall¹⁰	-	**%
Jeanne P. Jackson¹¹	-	**%
Steven G. Pizula¹²	-	**%
Rodney C. Sacks¹³	73,445,410	7.5%
Hilton H. Schlosberg¹⁴	75,575,906	7.7%
Mark S. Vidergauz¹⁵	53,939	**%
Guy P. Carling¹⁶	83,781	**%
Rob L. Gehring¹⁷	10,137	**%
Thomas J. Kelly¹⁸	83,087	**%
Emelie C. Tirre¹⁹	172,711	**%

Officers and Directors as a group (14 members: 79,753,759 shares or 8.1% in aggregate).

* Except as noted otherwise, the address for each of the named stockholders is 1 Monster Way, Corona, California 92879.

** Less than 1%.

¹Based on Schedule 13D/A filed January 28, 2025 by The Coca-Cola Company and European Refreshments, based on common shares held on October 31, 2024 for which they have shared beneficial ownership. The mailing address of The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, GA 30313. The mailing address of European Refreshments is Southgate, Dublin Road, Drogheda, County Meath, Ireland.

²Based on Schedule 13G/A filed February 13, 2024 by The Vanguard Group, based on common shares held on December 29, 2023. The mailing address of this reporting person is 100 Vanguard Blvd., Malvern, PA 19355.

³ Based on Schedule 13G/A filed November 8, 2024 by BlackRock, Inc., based on common shares held on September 30, 2024. The mailing address of this reporting person is 50 Hudson Yards, New York, NY 10001.

⁴The mailing address of Brandon Limited Partnership No. 1 (“Brandon No. 1”) is 10th Floor, 430 Park Avenue, New York, NY 10022. The general partners of Brandon No. 1 are Rodney C. Sacks and Hilton H. Schlosberg.

⁵ The mailing address of Brandon Limited Partnership No. 2 (“Brandon No. 2”) is 10th Floor, 430 Park Avenue, New York, NY 10022. The general partners of Brandon No. 2 are Rodney C. Sacks and Hilton H. Schlosberg.

⁶Does not include 19,556 deferred stock units, which are settled (other than fractional units) in stock and include 2,748 restricted stock units, which will vest on the last business day prior to the Annual Meeting, provided that Ms. Demel continues as a director of the Company through such date, and will be voluntarily deferred by Ms. Demel. If the Company’s stockholders re-elect her as a director of the Company, Ms. Demel will also receive restricted stock units on the date of the Annual Meeting; however, the exact number of restricted stock units will not be determined until such date as such number will be determined based on the closing price of the Company’s common stock on May 14, 2026, pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022.

⁷ Includes 2,748 restricted stock units, vesting on the last business day prior to the Annual Meeting, provided that Mr. Dinkins continues as a director of the Company through such date. If the Company’s stockholders re-elect him as a director of the Company, Mr. Dinkins will also receive restricted stock units on the date of the Annual Meeting; however, the exact number of restricted stock units will not be determined until such date as such number will be determined based on the closing price of the Company’s common stock on May 14, 2026, pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022.

⁸ Includes 2,748 restricted stock units, vesting on the last business day prior to the Annual Meeting, provided that Mr. Douglas continues as a director of the Company through such date. If the Company’s stockholders re-elect him as a director of the Company, Mr. Douglas will also receive restricted stock units on the date of the Annual Meeting; however, the exact number of restricted stock units will not be determined until such date as such number will be determined based on the closing price of the Company’s common stock on May 14, 2026, pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022.

⁹ Includes 299,246 shares beneficially held by the MJCF Hall Family Trust as Mr. Hall and his spouse are trustees and beneficiaries of the MJCF Hall Family Trust; options presently exercisable to purchase 12,000 common shares, exercisable at $44.47 per share, granted pursuant to a stock option agreement dated March 12, 2021 between the Company and Mr. Hall; options presently exercisable to purchase 15,000 common shares, exercisable at $36.62 per share, granted pursuant to a stock option agreement dated March 14, 2022 between the Company and Mr. Hall; options presently exercisable to purchase 12,000 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Mr. Hall and options presently exercisable to purchase 15,000 common shares, exercisable at $60.30 per share, granted pursuant to a stock option agreement dated March 14, 2024 between the Company and Mr. Hall.

¹⁰ Does not include 16,461 deferred stock units, which are settled (other than fractional units) in stock and include 2,748 restricted stock units, which will vest on the last business day prior to the Annual Meeting, provided that Ms. Hall continues as a director of the Company through such date, and will be voluntarily deferred by Ms. Hall. If the Company’s stockholders re-elect her as a director of the Company, Ms. Hall will also receive restricted stock units on the date of the Annual Meeting; however, the exact number of restricted stock units will not be determined until such date as such number will be determined based on the closing price of the Company’s common stock on May 14, 2026, pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022.

¹¹ Does not include 37,664 deferred stock units, which are settled (other than fractional units) in stock and include 2,748 restricted stock units, which will vest on the last business day prior to the Annual Meeting, provided that Ms. Jackson continues as a director of the Company through such date, and will be voluntarily deferred by Ms. Jackson. If the Company’s stockholders re-elect her as a director of the Company, Ms. Jackson will also receive restricted stock units on the date of the Annual Meeting; however, the exact number of restricted stock units will not be determined until such date as such number will be determined based on the closing price of the Company’s common stock on May 14, 2026, pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022.

¹² Does not include 26,548 deferred stock units, which are settled (other than fractional units) in stock and include 2,748 restricted stock units, which will vest on the last business day prior to the Annual Meeting, provided that Mr. Pizula continues as a director of the Company through such date, and will be voluntarily deferred by Mr. Pizula. If the Company’s stockholders re-elect him as a director of the Company, Mr. Pizula will also receive restricted stock units on the date of the Annual Meeting; however, the exact number of restricted stock units will not be determined until such date as such number will be determined based on the closing price of the Company’s common stock on May 14, 2026, pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022.

¹³ Includes 897,899 common shares owned by Mr. Sacks; 100,000 shares beneficially held by RCS1, LLC as Mr. Sacks is the managing member of the limited liability company through his personal trust; 11,291,136 shares beneficially held by Brandon No. 1 because Mr. Sacks is one of Brandon No. 1’s general partners; 58,773,888 shares beneficially held by Brandon No. 2 because Mr. Sacks is one of Brandon No. 2’s general partners and 13,519 common shares owned by a private charitable foundation of which Mr. Sacks is a director. Also includes options presently exercisable to purchase 528,000 common shares, exercisable at $29.37 per share, granted pursuant to a stock option agreement dated March 14, 2018 between the Company and Mr. Sacks (of which options to purchase 172,596 common shares are currently held by

Hilrod Holdings XXIII, L.P. and options to purchase 352,000 common shares are currently held by Hilrod Holdings XXVI, L.P.); options presently exercisable to purchase 583,200 common shares, exercisable at $29.84 per share, granted pursuant to a stock option agreement dated March 14, 2019 between the Company and Mr. Sacks (of which options to purchase 194,400 common shares are currently held by Hilrod Holdings XXIII, L.P. and options to purchase 194,400 common shares are currently held by Hilrod Holdings XXVI, L.P.); options presently exercisable to purchase 382,800 common shares, exercisable at $31.20 per share, granted pursuant to a stock option agreement dated March 13, 2020 between the Company and Mr. Sacks (of which options to purchase 170,132 common shares are currently held by Hilrod Holdings XXIII, L.P.); options presently exercisable to purchase 259,800 common shares, exercisable at $44.47 per share, granted pursuant to a stock option agreement dated March 12, 2021 between the Company and Mr. Sacks; options presently exercisable to purchase 291,400 common shares, exercisable at $36.62 per share, granted pursuant to a stock option agreement dated March 14, 2022 between the Company and Mr. Sacks; options presently exercisable to purchase 183,000 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Mr. Sacks; options presently exercisable to purchase 102,334 common shares, exercisable at $60.30 per share, granted pursuant to a stock option agreement dated March 14, 2024 between the Company and Mr. Sacks and options presently exercisable to purchase 38,434 common shares, exercisable at $55.09 per share, granted pursuant to a stock option agreement dated March 14, 2025 between the Company and Mr. Sacks. Mr. Sacks has pledged 100,000 common shares.

Mr. Sacks disclaims beneficial ownership of all shares deemed beneficially owned by him hereunder except (i) 897,899 common shares; (ii) 100,000 shares beneficially held by RCS1, LLC because Mr. Sacks is the managing member of the limited liability company through his personal trust; (iii) 2,368,968 shares presently exercisable or exercisable within 60 days under the stock option agreements and (iv) 13,519 common shares owned by a private charitable foundation of which Mr. Sacks is a director.

¹⁴ Includes 2,511,548 common shares owned by Mr. Schlosberg; 11,291,136 shares beneficially held by Brandon No. 1 because Mr. Schlosberg is one of Brandon No. 1’s general partners and 58,773,888 shares beneficially held by Brandon No. 2 because Mr. Schlosberg is one of Brandon No. 2’s general partners. Also includes options presently exercisable to purchase 611,000 common shares, exercisable at $23.14 per share, granted pursuant to a stock option agreement dated March 14, 2017 between the Company and Mr. Schlosberg (of which options to purchase 49,926 common shares are currently held by Hilrod Holdings XVIII, L.P., options to purchase 153,742 common shares are currently held by Hilrod Holdings XXIII, L.P. and options to purchase 403,006 common shares are currently held by Hilrod Holdings XXVI, L.P.); options presently exercisable to purchase 528,000 common shares, exercisable at $29.37 per share, granted pursuant to a stock option agreement dated March 14, 2018 between the Company and Mr. Schlosberg (of which options to purchase 172,596 common shares are currently held by Hilrod Holdings XXIII, L.P. and options to purchase 352,000 common shares are currently held by Hilrod Holdings XXVI, L.P.); options presently exercisable to purchase 583,200 common shares, exercisable at $29.84 per share, granted pursuant to a stock option agreement dated March 14, 2019 between the Company and Mr. Schlosberg (of which options to purchase 194,400 common shares are currently held by Hilrod Holdings XXIII, L.P. and options to purchase 194,400 common shares are currently held by Hilrod Holdings XXVI, L.P.); options presently exercisable to purchase 382,800 common shares, exercisable at $31.20 per share, granted pursuant to a stock option agreement dated March 13, 2020 between the Company and Mr. Schlosberg (of which options to purchase 170,132 common shares are currently held by Hilrod Holdings XXIII, L.P.); options presently exercisable to purchase 259,800 common shares, exercisable at $44.47 per share, granted pursuant to a stock option agreement dated March 12, 2021 between the Company and Mr. Schlosberg; options presently exercisable to purchase 291,400 common shares, exercisable at $36.62 per share, granted pursuant to a stock option agreement dated March 14, 2022 between the Company and Mr. Schlosberg; options presently exercisable to purchase 183,000 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Mr. Schlosberg; options presently exercisable to purchase 102,334 common shares, exercisable at $60.30 per share, granted pursuant to a stock option agreement dated March 14, 2024 between the Company and Mr. Schlosberg and options presently exercisable to purchase 57,800 common shares, exercisable at $55.09 per share, granted pursuant to a stock option agreement dated March 14, 2025 between the Company and Mr. Schlosberg.

Mr. Schlosberg disclaims beneficial ownership of all shares deemed beneficially owned by him hereunder except (i) 2,511,548 common shares and (ii) 2,999,334 shares presently exercisable or exercisable within 60 days under the stock option agreements.

¹⁵ Includes 2,748 restricted stock units, vesting on the last business day prior to the Annual Meeting, provided that Mr. Vidergauz continues as a director of the Company through such date. If the Company’s stockholders re-elect him as a

director of the Company, Mr. Vidergauz will also receive restricted stock units on the date of the Annual Meeting; however, the exact number of restricted stock units will not be determined until such date as such number will be determined based on the closing price of the Company’s common stock on May 14, 2026, pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022.

¹⁶ Includes 40,863 common shares owned by Mr. Carling; options presently exercisable to purchase 6,000 common shares, exercisable at $44.47 per share, granted pursuant to a stock option agreement dated March 12, 2021 between the Company and Mr. Carling; options presently exercisable to purchase 11,500 common shares, exercisable at $36.62 per share, granted pursuant to a stock option agreement dated March 14, 2022 between the Company and Mr. Carling; options presently exercisable to purchase 9,000 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Mr. Carling; options presently exercisable to purchase 6,668 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Mr. Carling; options presently exercisable to purchase 4,500 common shares, exercisable at $60.30 per share, granted pursuant to a stock option agreement dated March 14, 2024 between the Company and Mr. Carling and options presently exercisable to purchase 5,250 common shares, exercisable at $55.09 per share, granted pursuant to a stock option agreement dated March 14, 2025 between the Company and Mr. Carling.

¹⁷ Includes 6,637 common shares owned by Mr. Gehring and options presently exercisable to purchase 3,500 common shares, exercisable at $55.09 per share, granted pursuant to a stock option agreement dated March 14, 2025 between the Company and Mr. Gehring.

¹⁸ Includes 69,553 common shares owned by Mr. Kelly; options presently exercisable to purchase 3,334 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Mr. Kelly; options presently exercisable to purchase 3,334 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Mr. Kelly; options presently exercisable to purchase 3,366 common shares, exercisable at $60.30 per share, granted pursuant to a stock option agreement dated March 14, 2024 between the Company and Mr. Kelly and options presently exercisable to purchase 3,500 common shares, exercisable at $55.09 per share, granted pursuant to a stock option agreement dated March 14, 2025 between the Company and Mr. Kelly.

¹⁹Includes 81,763 common shares owned by Ms. Tirre; options presently exercisable to purchase 20,000 common shares, exercisable at $44.47 per share, granted pursuant to a stock option agreement dated March 12, 2021 between the Company and Ms. Tirre; options presently exercisable to purchase 32,200 common shares, exercisable at $36.62 per share, granted pursuant to a stock option agreement dated March 14, 2022 between the Company and Ms. Tirre; options presently exercisable to purchase 8,998 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Ms. Tirre; options presently exercisable to purchase 20,000 common shares, exercisable at $50.82 per share, granted pursuant to a stock option agreement dated March 14, 2023 between the Company and Ms. Tirre; options presently exercisable to purchase 4,500 common shares, exercisable at $60.30 per share, granted pursuant to a stock option agreement dated March 14, 2024 between the Company and Ms. Tirre; and options presently exercisable to purchase 5,250 common shares, exercisable at $55.09 per share, granted pursuant to a stock option agreement dated March 14, 2025 between the Company and Ms. Tirre.

DEADLINES FOR RECEIPT OF STOCKHOLDER PROPOSALS

Stockholders may present a proper proposal for consideration at the 2027 annual meeting of stockholders by submitting their proposal in writing to the Office of the Secretary of the Company at the Company’s principal executive offices in a timely manner.

For stockholders who wish to present a proposal, other than a director nomination to the proxy access provision of the By-laws (the “Proxy Access By-law”), to be considered for inclusion in our proxy statement and for consideration at the 2027 annual meeting, pursuant to Rule 14a-8 under the Exchange Act, the proposal must be delivered to the Office of the Secretary at the Company’s principal executive offices no later than November 27, 2026. Stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

For stockholders who wish to present a proposal for nominations or other business for consideration at the 2027 annual meeting, but who do not intend for the proposal to be included in our proxy statement, pursuant to the advance notice provisions contained in the By-laws, the proposal must be delivered to the Office of the Secretary at the Company’s principal executive offices no earlier than January 14, 2027 and no later than February 13, 2027, provided, however, that in the event that the date of the 2027 annual meeting is more than thirty days before or more than seventy days after the first anniversary of the preceding year’s annual meeting, notice by the stockholder must be so delivered no earlier than the close of business on the one hundred twentieth day prior to the 2027 annual meeting and no later than the close of business on the later of the ninetieth day prior to the 2027 annual meeting or the tenth day following the day on which public announcement of the date of the 2027 annual meeting is first made by the Company.

In 2018, the Board adopted the Proxy Access By-law. The Proxy Access By-law permits a stockholder, or a group of up to twenty stockholders, owning three percent or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees consisting of two nominees or twenty percent of the Board, whichever is greater, provided that the stockholder(s) and nominee(s) comply with the requirements of Article 1, Section 16 of the By-laws. To be timely for inclusion in the Company’s proxy materials for our 2027 annual meeting, pursuant to the Proxy Access By-law, the stockholder(s) notice to nominate a director must be delivered to the Office of the Secretary at the Company’s principal executive offices no earlier than October 28, 2026 and no later than November 27, 2026. The notice must contain the information required by the By-laws, and the stockholder(s) and nominee(s) must comply with the information and other requirements in the By-laws relating to the inclusion of stockholder nominees in our proxy materials.

In addition to satisfying the foregoing requirements under the By-laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with all applicable requirements of Rule 14a-19 under the Exchange Act. The advance notice requirement under Rule 14a-19 does not override or supersede the longer advance notice requirement under the By-laws.

It is presently intended that the 2027 annual meeting will be held in May 2027.

Proposals should be sent to the Office of the Secretary by mail to Monster Beverage Corporation, 1 Monster Way, Corona, California, 92879.

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

The Board is currently comprised of ten members. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”), our Board has nominated ten directors identified on the following pages for election at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Company’s ten nominees named below. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by the present Board to fill the vacancy. The Company is not aware of any nominee

who will be unable or expects to decline to serve as a director. The term of office of each person elected as a director will continue until the 2027 annual meeting or until a successor has been elected and qualified.

The names of the nominees, the committees they will serve on if re-elected, and certain biographical information about them, are set forth below.

Name	Age	Independent	Executive	Audit	Compensation*	Nominating and Corporate Governance
Ana Demel	65	✓			●
James L. Dinkins	63	✓
William W. Douglas III	65	✓		●
Mark J. Hall	70
Tiffany M. Hall	47	✓				●
Jeanne P. Jackson	74	✓			Chair
Steven G. Pizula	70	✓		Chair		●
Rodney C. Sacks Chairman	76
Hilton H. Schlosberg Vice Chairman and CEO	73		●
Mark S. Vidergauz Lead Independent Director	72	✓		●	●	Chair

* As recommended by the Nominating Committee and approved by the Board, Jeanne Jackson will serve as Chair of the Compensation Committee, effective as of April 1, 2026.

Each of our directors brings extensive management and leadership experience gained through their service in our industry and various other businesses. In these roles, they have assumed day-to-day leadership or other senior leadership responsibilities. In addition, most directors bring board experience acquired by either significant experience on other boards or long service on our Board of Directors that broadens their knowledge of board policies and processes, rules and regulations, issues and solutions. The Nominating and Corporate Governance Committee’s process for selecting and nominating qualified director candidates is described under the section entitled “Nominating and Corporate Governance Committee.” In the paragraphs below, we describe specific individual qualifications and skills of our directors that contribute to the overall effectiveness of our Board of Directors and its committees.

Ana Demel—Director of the Company since December 2021 and a member of the Compensation Committee since June 2025. Director of Pro Mujer, Inc. and Adjunct Professor at the New York University School of Law. Ms. Demel is currently a member of the board of directors of Pro Mujer, Inc., a women’s development non-profit that brings financial services, entrepreneurship training and basic health services to low-income women in Latin America, and previously served as the board’s Chair (from January 2021 to December 2024) and prior to that role, as its Secretary and Chair of the Governance Committee. Ms. Demel has also served as an Adjunct Professor at the New York University School of Law since 2009. Prior to 2009, Ms. Demel was a partner at the international law firm of Cleary Gottlieb Steen & Hamilton, LLP where her practice focused on international financing and business transactions, particularly in Latin America. Ms. Demel advised public and private sector clients on a variety of transactions, including structured finance, project finance and mergers and acquisitions. Ms. Demel brings extensive legal knowledge and experience as well as a strong background in business to the Board.

James L. Dinkins—Director of the Company since November 2020. Director of Bloomin’ Brands, Inc. since February 2025. Mr. Dinkins most recently served as Chief Executive Officer of the Honey Baked Ham Company, LLC from May 2021 to February 2026. Prior to this role, Mr. Dinkins had an extensive tenure at The Coca-Cola Company (“TCCC”), initially joining the Company in 1988 and serving in various account management, marketing and bottler franchise leadership roles with Coca-Cola USA until June 1999. He rejoined TCCC in August 2002 and held positions of increasing responsibility in Coca-Cola North America, including Chief Retail Sales Officer and President of the Minute Maid Business Unit. Mr. Dinkins was appointed President of Coca-Cola North America and elected Senior Vice President of TCCC effective January 1, 2018 until August 2020. Mr. Dinkins served as a Senior Advisor to TCCC through February 2021. He also served as a director of Coca-Cola FEMSA, S.A.B. de C.V. from 2020 through 2023. Mr. Dinkins is also a trustee of The University of Georgia Foundation. Mr. Dinkins has substantial business and leadership experience in the beverage industry.

William “Bill” W. Douglas III—Director of the Company since January 2025 and a member of the Audit Committee since June 2025. Lead Director of SiteOne Landscape Supply, Inc. since 2016 and Director of Dollar Tree, Inc. since February 2025. Before his retirement in June 2016, Mr. Douglas served as the Executive Vice President, Supply Chain of Coca-Cola Enterprises, Inc. and prior to that, served as executive vice president and chief financial officer, controller, and principal accounting officer, among other roles. Prior to Coca-Cola Enterprises, Inc., Mr. Douglas served as chief financial officer of Coca-Cola HBC. Mr. Douglas also currently serves on the board of Classic City Bank. Mr. Douglas has a strong background in accounting and finance as well as substantial business and leadership experience in the beverage industry.

Mark J. Hall—Director of the Company since January 2014. Employee of MEC focusing on ideation, design and development of new products since May 2017 and President of Beverage Alcohol since May 2023. Chief Marketing Officer of MEC from January 2015 to May 2017. Chief Brand Officer of MEC from January 2014 to December 2014, and President of the Monster Beverage Division from January 2007 to December 2013. Mr. Hall joined MEC in 1997 as a Senior Vice President. Prior to joining MEC, Mr. Hall was employed by the Arizona Beverage Co. as Vice President of Sales, where he was responsible for sales and distribution of products through a national network of beer distributors and soft drink bottlers in the United States. Mr. Hall has detailed knowledge of and valuable perspectives and insights into both our business and the beverage industry in general.

Tiffany M. Hall—Director of the Company since October 2021 and a member of the Nominating and Corporate Governance Committee since June 2025. General Counsel and a member of the Management Committee at Mastercard Incorporated. Ms. Hall joined Mastercard in May 2013 and has served in various roles of increasing responsibility, most recently acting as Executive Vice President, General Counsel, Americas. Prior to joining Mastercard, Ms. Hall served as Acting Head of Marketing Legal Support & Counsel at Pernod Ricard USA and held several marketing and advertising roles at Sotheby’s, Atlantic Records and Ogilvy & Mather. Ms. Hall is also the Founder and Chief Executive Officer of Empower Cocktails, a ready-to-pour cocktail brand. Ms. Hall currently serves as a director on the board of the Children’s Museum of Manhattan as well as the NYSE Institute Advisory Board. She is also a member of the Council on Foreign Relations and a David Rockefeller Fellow at the Partnership for New York City. Ms. Hall brings strong legal, marketing, advertising, and entrepreneurship experience to the Board.

Jeanne P. Jackson—Director of the Company since June 2019 and member of the Compensation Committee since April 2021 (Chairwoman effective April 1, 2026). Chief Executive Officer of MSP Capital since 2018 and Director of Avolta AG since May 2025. Ms. Jackson most recently served as the

Executive Chair of Spanx HoldCo LLC, a portfolio company of Blackstone, Inc., from February 2024 to February 2026. Ms. Jackson has also previously served on the boards of Moncler S.p.A., Delta Air Lines, Inc., Kraft Heinz Company, Kraft Foods Group, Inc., McDonald’s Corporation, Nike, Inc., Nordstrom, Inc., Williams-Sonoma, Inc., Motorola Mobility Holdings, Inc., Harrah’s Entertainment Inc. and others. Ms. Jackson is the founder of MSP Capital and served as its Chief Executive Officer from 2002 to 2009 and is again serving as its Chief Executive Officer from 2018 to present. At Nike, Inc., Ms. Jackson served as President and Senior Strategic Advisor to the Chief Executive Officer from June 2016 to August 2017, President of Product & Merchandising from July 2013 to April 2016 and President of Direct to Consumer from March 2009 to July 2013. Ms. Jackson has also served in senior leadership roles in many other organizations, including Wal-Mart.com USA, LLC, the Gap, Inc., Banana Republic, Victoria’s Secret, Saks Fifth Avenue, Walt Disney Attractions, Inc. and Federated Department Stores, Inc. Ms. Jackson brings knowledge and experience of over thirty years as a senior executive and director in an array of large, public companies.

Steven G. Pizula—Director of the Company, member of the Audit Committee since June 2019 (Chairman since January 2021) and member of the Nominating and Corporate Governance Committee since June 2022. Partner at Deloitte & Touche LLP from September 1977 to June 2018. Upon joining Deloitte & Touche LLP (then Haskins & Sells) in 1977, Mr. Pizula served as the supervising audit partner on a number of large, multinational public companies in a wide range of industries, including consumer products. Mr. Pizula held various leadership positions at Deloitte & Touche LLP, most recently as Practice Growth Leader for the Pacific Southwest Region and as a Member of the National Committee for Audit Quality and National Partner Admissions Committee. Mr. Pizula is currently a board member of The Whittier Trust Company, Hoag Hospital and the Arnold and Mabel Beckman Foundation. Mr. Pizula is a Certified Public Accountant and member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. Mr. Pizula brings extensive experience in accounting and audit matters.

Rodney C. Sacks—Chairman of the Board of Directors of the Company and a director of the Company from November 1990 to the present. Employee of the Company providing strategic direction over the Company’s marketing, innovation, and litigation efforts from June 13, 2025 through December 31, 2026. Member of the Executive Committee of the Board of Directors (the “Executive Committee”) since October 1992. Co-Chief Executive Officer of the Company from January 2021 through June 12, 2025. Chief Executive Officer of the Company from November 1990 to January 2021. Chairman of the Board of Directors and a director of Monster Energy Company (“MEC”). Mr. Sacks led the Company for over 36 years and has extensive experience in the food and beverage industry. Mr. Sacks has detailed knowledge and valuable perspective and insights regarding our business.

Hilton H. Schlosberg—Vice Chairman of the Board of Directors of the Company and a director of the Company from November 1990 to the present. Chief Executive Officer of the Company since June 13, 2025. Member of the Executive Committee since October 1992. Co-Chief Executive Officer of the Company from January 2021 to June 12, 2025. President, Chief Operating Officer and Secretary of the Company from November 1990 to January 2021. Chief Financial Officer of the Company from July 1996 to January 2021. Vice Chairman, Chief Executive Officer and a director of MEC. Mr. Schlosberg has also led the Company for over 36 years, was the Company’s Chief Financial Officer for 24 years and has extensive experience in the food and beverage industry. Mr. Schlosberg has a high level of financial literacy, and his day-to-day supervision of business operations and leadership brings valuable insight to the Board. Mr. Schlosberg has detailed knowledge and valuable perspective and insights regarding our business and has responsibility for development and implementation of our business strategy.

Mark S. Vidergauz—Director of the Company, member of the Compensation Committee since June 1998 (Chairman from June 2019 through March 31, 2026), member of the Audit Committee since April 2021 and from April 2000 through May 2004, member of the Nominating and Corporate Governance Committee since June 2019 (Chairman since June 2022) and Lead Independent Director since March 2014. Chief Executive Officer of The Sage Group LLC, an investment banking firm, from April 2000 to the present. The Sage Group, LLC provides merger, acquisition and capital formation advisory services to a wide range of companies in the consumer sector. Managing Director at the Los Angeles office of ING Barings LLC, a diversified financial service institution headquartered in the Netherlands, from April 1995 to April 2000. Mr. Vidergauz brings strong merger and acquisition, corporate finance, corporate governance and leadership experience to the Board.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.

MANAGEMENT

Board Meetings and Committees; Annual Meeting Attendance

The Board is currently comprised of Ana Demel, James L. Dinkins, William W. Douglas III, Mark J. Hall, Tiffany M. Hall, Jeanne P. Jackson, Steven G. Pizula, Rodney C. Sacks, Hilton H. Schlosberg and Mark S. Vidergauz. The Board held four meetings during the fiscal year ended December 31, 2025. Each director attended the annual meeting of stockholders held on June 12, 2025. During the 2025 period in which he or she was a director, each director attended at least 75% of the aggregate total number of meetings of the Board of Directors and Board committees in which he or she was a member.

The Board has determined that Messrs. Dinkins, Douglas, Pizula and Vidergauz and Mses. Demel, Hall and Jackson are independent, as that term is defined in the Nasdaq Stock Market Rules and SEC regulations. Our independent directors met in executive session four times during the fiscal year ended December 31, 2025. The executive sessions include reviewing and assessing succession plans for the Chief Executive Officer and other key members of executive management.

During the fiscal year ended December 31, 2025, the Audit Committee was comprised of William W. Douglas III (from June 2025), Gary P. Fayard (through June 2025), Steven G. Pizula and Mark S. Vidergauz. Mr. Pizula served as Chairman. The Audit Committee held four meetings during the fiscal year ended December 31, 2025. The Audit Committee last met in February 2026 in connection with the review of the Company’s financial statements for the fiscal year ended December 31, 2025. See “Audit Committee” below for more information.

During the fiscal year ended December 31, 2025, the Compensation Committee was comprised of Ana Demel (from June 2025), Gary P. Fayard (through June 2025), Jeanne P. Jackson and Mark S. Vidergauz. Mr. Vidergauz served as Chairman. All members of the Board who serve on the Compensation Committee meet the independence requirements of the Nasdaq Stock Market Rules. The Compensation Committee held five meetings during the fiscal year ended December 31, 2025. Under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), (which replaced the Monster Beverage Corporation 2011 Omnibus Incentive Plan (the “2011 Omnibus Incentive Plan”) effective June 3, 2020), and the grant procedures adopted by the Board for grants of equity awards, the Compensation Committee has sole and exclusive authority to grant equity awards to all employees and consultants who are not new hires and to all new hires and promotions who are subject to Section 16 of the Exchange Act. The Compensation Committee and the Executive Committee each independently

has the authority to grant awards for new hires and promotions for employees who are not Section 16 employees. See “Compensation Committee” below for more information.

During the fiscal year ended December 31, 2025, the Nominating and Corporate Governance Committee was comprised of Gary P. Fayard (through June 2025), Tiffany M. Hall (from June 2025), Steven G. Pizula and Mark S. Vidergauz. Mr. Vidergauz served as Chairman. The Nominating and Corporate Governance Committee held two meetings during the fiscal year ended December 31, 2025. See “Nominating and Corporate Governance Committee” below for more information.

The Executive Committee, comprised of Rodney C. Sacks and Hilton H. Schlosberg, held three meetings during the fiscal year ended December 31, 2025. The Executive Committee manages and directs the business of the Company between meetings of the Board. Under the 2020 Omnibus Incentive Plan equity grant procedures, each of the Compensation Committee and the Executive Committee independently has the authority to grant equity awards for new hires and promotions for employees who are not Section 16 employees. Equity awards granted by the Executive Committee are not subject to approval or ratification by the Board or the Compensation Committee, as set forth in the written Equity Grant Procedures adopted by the Board. See “Compensation Discussion and Analysis – Equity Grant Procedures” below for more information.

Non-Employee Director Stock Ownership Policy

The Board has adopted stock ownership requirements for non-employee directors. In February 2022, the Board of Directors amended and restated the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors (the “2017 Directors Plan”) to require each non-employee director to satisfy the share ownership guidelines set forth below, as may be modified by the Board of Directors from time to time. The current share ownership guidelines provide that non-employee directors of the Company must:

●

Hold shares of Company Common Stock having a total value of five times the annual retainer payable to a non-employee director (excluding any portion of the annual retainer attributable to a non-employee director’s service as a member of a subcommittee, as a chair of a subcommittee or as the lead independent director, as applicable). For this purpose, deferred shares or deferred restricted stock units will be deemed held, to the extent vested.

●

The minimum stock ownership level must be achieved by each non-employee director by the fifth anniversary of such non-employee director’s initial appointment to the Board of Directors.

●

Once achieved, ownership of the guideline amount should be maintained for so long as the non-employee director retains his or her seat on the Board of Directors.

●

There may be rare instances where these guidelines would place a hardship on a non-employee director. In these cases or in similar circumstances, the Board of Directors will make the final decision as to developing an alternative stock ownership guideline for a non-employee director that reflects the intention of these guidelines and his or her personal circumstances.

During 2025, all non-employee directors complied with the non-employee director stock ownership policy.

Stock Ownership Guidelines

The Board has also adopted stock ownership guidelines, which were amended in February 2024 (the “Amended and Restated Stock Ownership Guidelines”), to further align the interests of the

Company’s Chief Executive Officer, Chief Financial Officer and other employees who are determined by the Company to be executive officers within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934 with the interests of stockholders and to further promote the Company’s commitment to sound corporate governance. For a more extensive description of the Amended and Restated Stock Ownership Guidelines, see “Compensation Discussion and Analysis – 2025 Compensation Program – Stock Ownership Guidelines.”

Insider Trading Policy and Procedures

The Company’s Insider Trading Policy, effective June 22, 2023 (the “Insider Trading Policy”) governs the purchase, sale, and other disposition of Company securities by our directors, officers, all other employees of the Company and its subsidiaries, and other covered persons. The Company also follows procedures for the repurchase of its securities. The Company believes that the Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards. A copy of the Insider Trading Policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Anti-Hedging Policy

The Insider Trading Policy prohibits the Company’s directors, officers and employees from engaging in transactions that use any financial instrument that is designed to hedge or offset any decrease in the market value of Company securities, including prepaid variable forward contracts, collars and exchange funds.

Anti-Pledging Policy

The Insider Trading Policy prohibits employees and directors from purchasing Company securities on margin, holding Company securities in a margin account or pledging Company securities. However, in certain limited circumstances the Company’s compliance officer may allow an employee or director to pledge certain Company securities. As of March 17, 2026, only one employee, Mr. Sacks, pledged approximately 0.1% of the shares of Common Stock he beneficially owns.

Board Leadership Structure

The Board of Directors does not have a policy on whether or not the roles of Chief Executive Officer (“CEO”) and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee. The Corporate Governance Guidelines state the Board’s belief that whether to have the same person occupy the offices of chairperson of the Board and CEO should be decided by the Board, from time to time, in accordance with the By-laws and its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the Company’s stockholders. The Board believes that Mr. Sacks is knowledgeable with respect to the Company’s business, operations and industry. The Board has also determined that the offices of chairperson of the Board and CEO shall be occupied by separate individuals, as the Board believes that the separation of the roles of Chairman and CEO is in the best interest of the Company at this time. In his role serving exclusively as Chairman, Mr. Sacks will continue to preside at all meetings of the Board and the stockholders and shall continue to perform such other duties, and exercise such

powers, as prescribed in the Company’s By-laws or by the Board from time to time. Pursuant to the Sacks Transition Letter (as defined below), Mr. Sacks will remain as Chairman of the Board through December 31, 2026, subject to his re-election at the Annual Meeting. The Board will assess possible candidates to succeed Mr. Sacks and following such date, may appoint, as appropriate, a new chairperson of the Board. A copy of the Corporate Governance Guidelines is available on our website at http://investors.monsterbevcorp.com/governance.cfm.

Lead Independent Director

In March 2014, the independent directors of the Board approved a Lead Independent Director Charter and subsequently approved an amendment and restatement of the charter in April 2025. Under the Amended & Restated Lead Independent Director Charter, if the offices of Chairman of the Board and Chief Executive Officer are held by the same person or if the Chairman of the Board is determined by the Board not to be independent, the independent members of the Board of Directors will annually elect, with a majority vote, an independent director to serve in a lead capacity. Although elected annually, the Lead Independent Director is generally expected to serve for more than one year. The Lead Independent Director may be removed or replaced at any time with or without cause by a majority vote of the independent members of the Board.

Mr. Vidergauz is currently the Lead Independent Director. In this capacity, Mr. Vidergauz is, among other things, responsible for leading executive sessions of the independent directors and serving as the principal liaison between the Chairman, Vice Chairman and the independent directors. A copy of the Lead Independent Director Charter is available on our website at http://investors.monsterbevcorp.com/ governance.cfm.

The Board’s Role in Risk Oversight

The Board of Directors plays an active role in overseeing and managing the Company’s risks. The full Board and its Executive Committee regularly review the Company’s results, performance, operations, competitive position, business strategy, liquidity, capital resources, product distribution and development, material contingencies and senior personnel, as well as the risks associated with each of these matters. The Board implements its risk oversight function both as a whole and through its standing committees. Certain of the work is delegated to committees, which meet regularly and report back to the full Board.

The Compensation Committee reviews the Company’s compensation practices and discerns the relationship among risk, risk management and compensation in light of the Company’s objectives. The Compensation Committee will also review the Company’s human capital management objectives, philosophies, policies and practices.

The Audit Committee reviews and discusses with management the risks faced by the Company and the policies, guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures and risks related to financial statements, the financial reporting process and accounting, tax and legal matters, as well as the steps management has taken to monitor and control such exposures. The Audit Committee also reviews key aspects of the Company’s sustainability strategies. Moreover, pursuant to the Audit Committee Charter, as amended and restated, the Audit Committee reviews the Company’s cybersecurity matters with our Chief Information Officer at each of its quarterly meetings. The Company’s Chief Information Officer additionally reports any potentially material cybersecurity incidents, including with respect to our third-

party service providers, to the Audit Committee who, in turn and if necessary, briefs the full Board on, among other matters, potentially material cybersecurity incidents, our cyber risks and threats, the status of projects to strengthen our information security systems (such as employee cybersecurity training), an assessment of the information security program, and the emerging threat landscape.

The Nominating and Corporate Governance Committee oversees the Company’s corporate governance framework and the Company’s policies related to human rights.

The full Board also discusses risk throughout the year during meetings in relation to specific proposed actions including risks related to reputation. These processes are designed to ensure that risks are taken knowingly and purposefully. The Board believes that its role in oversight of risk management (as well as the role of the Compensation Committee and the Audit Committee) has not adversely affected its leadership structure or results of operations.

Information about Our Executive Officers

The names and ages of our executive officers, and certain biographical information about them, are set forth on page 12 and below.

Name	Age	Position
Hilton H. Schlosberg	73	Chief Executive Officer Vice Chairman of the Board of Directors
Guy P. Carling	49	Chief Executive Officer, EMEA & OSP
Rob L. Gehring	59	Chief Executive Officer, Americas
Thomas J. Kelly	71	Chief Financial Officer
Emelie C. Tirre	56	Chief Strategy Officer

Guy P. Carling—Chief Executive Officer, EMEA & OSP since February 25, 2026. In his position as Chief Executive Officer, EMEA & OSP, Mr. Carling oversees the Company’s sales, development and expansion in markets in Europe, the Middle East and Africa as well as Oceania and the South Pacific. Mr. Carling joined MEC in December 2007 and previously served as Chief Commercial Officer & Managing Director of EMEA and President, EMEA before becoming President of EMEA & OSP. Mr. Carling has worked in the beverage business for over 28 years.

Rob L. Gehring—Chief Executive Officer, Americas of MEC since February 25, 2026. In his position as Chief Executive Officer, Americas, Mr. Gehring oversees the Company’s sales, development and expansion in markets in North America, Latin America, and the Caribbean. Mr. Gehring joined MEC in August 2024 and previously served as the Chief Growth Officer. Prior to joining MEC, Mr. Gehring acted as Chief Operating Officer, and subsequently President & Chief Executive Officer, of Swire Coca-Cola, USA from 2018 to August 2024. Prior to Swire Coca-Cola, Mr. Gehring acted as Global Chief Sales Officer for The Hershey Company and as President of the Walmart and Sam's Club Global team for Coca-Cola North America. Mr. Gehring has worked in the consumer product goods business for over 30 years.

Thomas J. Kelly—Chief Financial Officer of the Company since January 2021. Executive Vice President, Finance, and/or Controller and Secretary of MEC from 1992 to January 2021.

Mr. Kelly is a Certified Public Accountant (inactive) and has worked in the beverage business for over 40 years.

Emelie C. Tirre—Chief Strategy Officer of MEC since February 25, 2026. In her position as Chief Strategy Officer, Ms. Tirre leads the development and execution of the Company’s long-term global growth strategy, ensures alignment across regions, strengthens bottler partnerships, and facilitates the sharing of best practices worldwide. Ms. Tirre joined MEC in July 2010, and previously served as Chief Commercial Officer, President of the Americas, Chief Commercial Officer for North America and Senior Vice President of Sales for North America. Ms. Tirre has worked in the beverage business for over 34 years.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis provides information about the material elements of compensation that are paid, awarded to, or earned by our named executive officers (“NEOs”). During the fiscal year ended December 31, 2025, our NEOs were Hilton H. Schlosberg, Rodney C. Sacks, Thomas J. Kelly, Emelie C. Tirre, Guy P. Carling and Rob L. Gehring.

Executive Summary

The global, evolving food and beverage industry witnessed shifts in fiscal year 2025, resulting in the Company facing increased competition in the beverage industry. Despite such challenges, the Company’s net sales increased to a record $8.29 billion, up 10.7% from fiscal year 2024. In addition, gross profit as a percentage of net sales for fiscal year 2025 was 55.8%, up 3.3% from fiscal year 2024. The Company’s five-year total shareholder return (“TSR”) performance from 2021 through 2025 was 65.8%.

Each of our NEOs once again had a pre-established target bonus opportunity as part of our annual incentive award (“AIA”) program for short-term annual incentive compensation. Our NEOs’ target AIAs were earned based on pre-established financial criteria and individual performance criteria, weighted 75% and 25%, respectively. In addition to the AIAs, the Compensation Committee approved grants of performance share units (“PSUs”), together with time-vested stock options and time-vested restricted stock units (“RSUs”), to all of our NEOs. The PSUs granted in 2025 (“2025 PSUs”) represented generally 50% of the NEO annual long-term incentive (“LTI”) grant value in 2025 and will be eligible to be earned based on the Company’s three-year cumulative adjusted diluted earnings per share (“EPS”) from 2025 through 2027 (i.e., one single, three-year performance period).

In connection with the strong performance described above, the financial performance component of the AIAs for the 2025 fiscal year was earned at 200% of target based on the Company’s adjusted operating income exceeding the pre-established maximum performance goal. The individual performance component of the AIAs was certified by the Compensation Committee at 150% of target for each of our NEOs, for overall payouts of approximately 188% of each NEO’s applicable target AIA opportunity. Additionally, the 2023 PSU grants with a three-year measurement period beginning on January 1, 2023 and ending on December 31, 2025 were earned at 200% of target in connection with three-year cumulative adjusted diluted EPS during such measurement period exceeding the pre-established maximum performance goal.

2025 “Say-on-Pay” Vote Results

At our 2025 annual meeting of stockholders, 93.5% of the votes cast (excluding abstentions and broker non-votes) were in favor of our advisory resolution regarding the compensation of our NEOs. Consistent with prior years, the Compensation Committee believes the Company’s pay-for-performance philosophy, incentive program design, target pay levels and other policies and practices resonates with our stockholders. No specific changes were made to the compensation program for NEOs as a direct response to the result of the vote conducted in 2025. The Compensation Committee will continue to consider the results of future advisory votes on executive compensation and the input received from our large institutional stockholders regarding our compensation programs in periodic discussions held with the Company’s executive leadership team.

Rodney Sacks Transition Letter

Mr. Sacks and the Company entered into the Sacks Transition Letter on March 10, 2025 to confirm the terms of the ongoing service of Mr. Sacks to the Company after Mr. Sacks resigned as Co-Chief Executive Officer of the Company, effective as of 11:59 p.m. on June 12, 2025, and to amend the Sacks Employment Agreement. Mr. Sacks will remain as Chairman through December 31, 2026, subject to his re-election at the Annual Meeting. Mr. Sacks will be responsible, in an employee capacity and in conformity with the sentiment of the Board, as represented by its Lead Independent Director, and the CEO, for strategic direction over the Company’s marketing, innovation and litigation efforts until December 31, 2026. The Company’s CEO will have full management authority with respect to all operations of the Company. For a summary description of the compensatory terms of this agreement, see “Narrative to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table – Employment Agreements and Arrangements” below.

2025 Compensation Program

Compensation Philosophy

Our executive compensation program is designed to reinforce ownership and overall entrepreneurialism and to link rewards to measurable corporate and qualitative individual performance. The program’s primary objectives are to motivate and retain executive talent, to reward executives fairly for performance relative to business plan goals, and to create sustainable stockholder value through continued profitable growth.

In executing on these objectives, the Compensation Committee has integrated cash and equity incentive compensation programs with our short- and long-term strategic plans in order to align the interests of our NEOs with the long-term interests of our stockholders. With respect to specific elements of compensation, base salary is a fixed amount to secure executive service, the AIA is designed to incentivize and reward achievement of short-term financial and operating performance, and equity grants that vest over multiyear periods are designed to reward long-term financial and stock price performance as well as serve as a key retention vehicle for our executive talent. While the Compensation Committee intends for compensation levels to be competitive relative to similarly situated executives at companies of comparable size and scope of operations, we do not set specific market positioning or percentiles but consider market data, Company performance and individual performance in determining compensation levels.

The Compensation Committee annually evaluates risks and rewards associated with the Company’s overall compensation philosophy and structure. Frederic W. Cook & Co., Inc. (“FW Cook”)

performed an annual risk assessment in February 2025 to evaluate whether the Company’s pay practices and policies pose significant financial, operational or other risks that are reasonably likely to have a material adverse effect on the Company. FW Cook’s report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee. Based upon FW Cook’s review, as with fiscal year 2024, the Compensation Committee concluded that the risks arising from the Company’s overall compensation programs are not reasonably likely to have a material adverse effect on the Company.

Setting Executive Compensation for 2025

The compensation programs for our NEOs are generally administered by or under the direction of the Compensation Committee, with determinations concerning NEOs (other than for Mr. Sacks and Mr. Schlosberg in their respective capacities as Co-CEOs and the CEO, as applicable) based on the recommendation of the Executive Committee. The compensation program for all NEOs is benchmarked annually by the Compensation Committee’s independent consultant to help inform the Compensation Committee in determining that compensation levels are competitive and reasonable. In reviewing the compensation for Mr. Sacks and Mr. Schlosberg in early 2025, the Compensation Committee recognized that they were to serve as our co-leaders. When approving the Sacks Transition Letter in March 2025, the Compensation Committee adjusted Mr. Sacks’ compensation based on his go-forward role as Chairman and an employee effective June 2025.

For 2025 compensation decisions, the Compensation Committee again retained FW Cook to provide competitive market data and make recommendations to the Compensation Committee with respect to compensation for Mr. Schlosberg and Mr. Sacks and to both the Compensation Committee and Executive Committee with respect to compensation for our other NEOs and senior management. FW Cook reports directly to the Compensation Committee and did not perform any other services for the Company in 2025. Following an independence assessment of FW Cook during 2025, the Compensation Committee determined that the services provided by FW Cook did not raise any conflicts of interest.

The Compensation Committee does not set compensation at a targeted percentile level relative to the market, but we do seek to provide salary, incentive compensation opportunities and employee benefits that are largely competitive within the consumer products industry, the food and beverage industry and within the labor markets in which we participate. Within this framework, we generally seek to keep target cash compensation levels below median for Mr. Schlosberg, with equity awards providing enhanced compensation opportunities. We gather market compensation data to provide context, but we also consider Company and individual performance, as well as our recruiting and internal retention experience when making executive compensation decisions.

The Compensation Committee consulted with FW Cook in early 2025 to conduct a competitive market analysis for the year (the “Early 2025 Market Analysis”) using a comparison group of similarly-sized, high-performing U.S. food and beverage and consumer products companies (the “2025 Peers”). As market compensation levels are correlated to revenues for cash compensation and market capitalization for equity compensation, the Compensation Committee selects its peer companies using objective size criteria for each metric. Relative to the 2025 Peers, in early 2025, revenue was below the median, operating income was between the median and 75^th percentile, and market capitalization was above the 75^th percentile. The 2025 Peers were based on the peers referenced for 2024 compensation, less one corporation (V.F. Corporation), which was removed from the group at the end of 2024. The 2025 Peers composed of 15 companies are shown below:

●     Brown-Forman Corporation ●     Campbell Soup Company ●     Chipotle Mexican Grill, Inc.	●     Mondelez International, Inc. ●     Ralph Lauren Corporation ●     Starbucks Corporation
●     Constellation Brands, Inc. ●     Keurig Dr Pepper Inc.	●     The Estée Lauder Companies Inc. ●     The Hershey Company
●     Lululemon Athletica, Inc. ●     McCormick & Company ●     Molson Coors Brewing Company	●     The J. M. Smucker Company ●     Yum! Brands, Inc.

The Early 2025 Market Analysis was considered in determining the NEOs’ 2025 base salaries, target AIA opportunities and equity award grant values.

In November 2025, subsequent to FW Cook’s review of the 2025 Peers, FW Cook determined that the companies consisting of the 2025 Peers continued to be reasonable on the basis of size, with the Company continuing to be in the lower-quartile for revenue and in the upper quartile for market capitalization.

Taking into consideration the Early 2025 Market Analysis, the Compensation Committee set the CEOs’ 2025 target cash compensation below the median of the 2025 Peers and granted them above-median equity compensation in order to align their interests over the long-term with those of our stockholders. The Early 2025 Market Analysis noted that the performance of the Company was above the peer 75^th percentile in revenue growth (82^ndpercentile), above the peer 75^th percentile for return on invested capital (82^nd percentile), and near median in EPS growth (45^th percentile). This level of operating performance was considered significant by the Compensation Committee and informed its determination of the target total compensation of Mr. Schlosberg above the 2025 Peers’ 75^th percentile. The peer group data serves as only one reference point used by us when making compensation decisions. However, we generally believe that reviewing and analyzing such pay and performance information is an important component of our executive compensation decision-making process.

The 2025 awards of stock options, RSUs and PSUs granted to Mr. Schlosberg are consistent with our annual grant philosophy and serve to reward Mr. Schlosberg for the Company’s continued growth in key performance criteria in 2025 as well as further align his interests with our stockholders. Recent equity awards granted to Mr. Schlosberg vest over a three-year period, in each case, per the terms of his stock option, RSU and PSU award agreements.

For 2025, the decisions to increase base salaries for each of Mr. Kelly, Ms. Tirre and Mr. Carling were informed by FW Cook’s senior executive benchmarking analysis and individual performance. Specifically, FW Cook’s senior executive benchmarking analysis was used for guidance in determining the total compensation for Mr. Kelly, Ms. Tirre and Mr. Carling, which included specified performance targets for their respective AIAs. The compensation levels for Mr. Kelly, Ms. Tirre and Mr. Carling were generally set relative to the market data in FW Cook’s senior executive benchmarking analysis with near-median long-term equity compensation value provided in aggregate through stock options, RSUs and PSUs, in order to emphasize the Company’s commitment to continued stockholder growth and to recognize that long-term equity compensation has been an effective incentive for motivating performance. The compensation levels also reflect annual cash compensation that is comparable to the compensation received by similarly-situated individuals employed by the 2025 Peers. Recent equity awards granted to Mr. Kelly vest over a three- or four-year period, and recent stock option, PSU awards and RSU awards granted to Ms. Tirre and Mr. Carling generally vest over a three-, four- or five-year period per the terms

of their respective stock option, RSU and PSU award agreements. Mr. Gehring’s 2025 base salary was determined by the Executive Committee. The Compensation Committee used FW Cook’s senior executive benchmarking analysis for guidance in determining the specified performance targets for Mr. Gehring’s 2025 AIAs.

We view all components of compensation as related but distinct. We determine the appropriate level for each compensation component, based in part, but not exclusively, on competitive benchmarks gathered through our recruitment and retention experience, market data such as the Early 2025 Market Analysis discussed above, and our review of internal comparatives as well as other considerations we deem relevant, such as individual and corporate performance. We believe that equity awards effectively reward for long-term performance and are an important compensation-related motivator to attract and retain executives through the various vesting periods and through the achievement of applicable performance thresholds. In addition, we believe equity awards allow executives to share in the value that they help create. Except as described in this proxy statement, neither our Compensation Committee nor our Executive Committee has adopted any formal or informal policies or guidelines for allocating compensation between short-term and long-term and current compensation between cash and non-cash compensation. However, our Compensation Committee and Executive Committee’s respective philosophy is that a greater percentage of our NEOs’ compensation should be rewarded in long-term equity rather than short-term cash, and we believe that this philosophy has benefited our long-term performance by attracting, retaining and motivating a long-tenured NEO group that has built significant long-term value for our stockholders. Compensation packages for each of our NEOs are tailored to each individual NEO’s circumstances by the Compensation Committee and/or the Executive Committee, as appropriate. Those decisions are largely based on subjective evaluations of Company and individual performance, with consideration given to compensation of comparable officers at companies who are in our peer group. Each element of compensation is determined differently for each individual NEO, based on a variety of facts and circumstances applicable at the time and specific to that NEO.

Our Compensation Committee and Executive Committee perform an annual strategic review of LTI compensation paid to our NEOs to determine whether the Company has provided effective incentives and motivation to such NEOs and whether the Company adequately compensates our NEOs relative to comparable officers in other companies with which we compete for executives. For decisions regarding the grant of equity compensation relating to NEOs, other than our Chief Executive Officer, the Compensation Committee specifically considers recommendations from the Executive Committee.

2025 Compensation Program Components

Our NEO compensation program for 2025 had three primary components: base salary, annual bonus and equity awards granted pursuant to the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”).

Each of the primary components of NEO compensation for 2025 is discussed below.

2025 Base Salary

Base salaries for our NEOs are established based on the scope of their individual responsibilities, taking into account competitive market remuneration paid by other companies for individuals in similar positions. We set NEO base salaries at levels which we believe enable us to retain individuals in a competitive environment (but without any fixed formula) and reward performance based upon

contributions to our overall business goals. We may also utilize input on compensation from compensation consultants, executive search firms and market data when making crucial hiring decisions.

For 2025, the Compensation Committee determined the base salaries for Mr. Sacks, Mr. Schlosberg and the other NEOs (the latter of which were based on the recommendation of the Executive Committee).

Following the Compensation Committee’s discussions with FW Cook, base salaries for 2025 for all NEOs were increased in connection with market adjustments based on the Early 2025 Market Analysis. The annual base salary for each of Mr. Sacks and Mr. Schlosberg was increased from $1,200,000 to $1,250,000 to maintain their market positioning for this compensation element between the 25^th percentile and median of our Early 2025 Peers. Pursuant to the Sacks Transition Letter, Mr. Sacks’ base salary was reduced to $900,000 effective as of July 1, 2025. For 2025, Mr. Kelly’s annual base salary was increased from $650,000 to $678,000, Ms. Tirre’s annual base salary was increased from $870,000 to $908,000, Mr. Carling’s annual base salary was increased from £600,000 to £650,000 (paid in Pound Sterling (“GBP”) and converted to United States Dollars (“USD”) using the average exchange rate of GBP to USD on a monthly basis for the year ended December 31, 2025). For 2025 Mr. Gehring’s annual base salary was $780,000.

2025 AIAs

For 2025, our NEOs were granted AIAs based on a formulaic approach, whereby each NEO had a target AIA opportunity (expressed as a percentage of base salary), set by the Compensation Committee, that is earned based on pre-established financial and individual performance criteria, weighted 75% and 25%, respectively. The Compensation Committee determines the AIAs for Mr. Sacks, Mr. Schlosberg and the other NEOs (with the determination regarding the other NEOs based on the recommendation of the Executive Committee).

NEOs’ target AIA opportunities ranged from 75% to 160% of 2025 base salary, as shown in the table below.

Name	Fiscal Year 2025 Target AIA Opportunity (Percentage of Base Salary)
Hilton H. Schlosberg	160%
Rodney C. Sacks	135%
Thomas J. Kelly	75%
Emelie C. Tirre	75%
Guy P. Carling	75%
Rob L. Gehring	75%

Payouts were eligible to range from 0% to 200% of the applicable target performance criteria, with no payout earned for performance below a threshold level. In developing the performance goals for the AIAs granted in 2025, the Compensation Committee worked with FW Cook to develop a target goal that represented a meaningful level of growth relative to prior year performance with sufficient rigor to be challenging, but possible, to achieve. Adjusted operating income was maintained as the primary performance criteria in fiscal year 2025 because we believe it is an appropriate measurement for management’s contributions to operating performance and profitability of the Company. The adjustments to operating income allow evaluation of performance but exclude certain gains and charges which can distort operating income. For further information on the adjusted operating income compensation performance measure, which is a non-GAAP financial measure, see Appendix A. Achievement under

either the adjusted operating income or the individual performance component of AIAs are independent of each other (i.e., a payout can be made under one component even if no payout is made under the other). Consistent with past practice, payout of AIAs can be made in the form of cash, shares of our Common Stock or a combination of cash and shares of our Common Stock at the Compensation Committee’s discretion, and equal to the weighted sum of the achievement for each applicable performance metric. Linear interpolation is applied to calculate the actual percentage payout for achievement of the adjusted operating income component between threshold, target, and maximum performance levels.

Performance Level	Threshold	Target	Maximum	Actual
2025 Adjusted Operating Income ($)	$2.162 Billion	$2.276 Billion	$2.390 Billion	$2.522 Billion
Percentage Payout (% of Target)	50%	100%	200%	200%

The actual achievement of the adjusted operating income and the individual performance components under the AIAs were certified and approved by the Compensation Committee and paid in the first quarter of 2026 following a review of financial results prepared by the Company’s management and evaluation of each NEO’s individual performance based on a variety of factors. With respect to the individual performance component, Mr. Schlosberg informed the Compensation Committee of his assessment of each other NEO’s contribution to the Company’s fiscal 2025 performance. The Compensation Committee determined that the adjusted operating income component was 200% achievement for all NEOs and the individual performance component was 150% for all NEOs for the following reasons: with respect to Mr. Schlosberg, due to the Company’s continued market strength and adaptability in an increasingly competitive environment; with respect to Mr. Sacks due to his contributions to the strategic direction of Company’s marketing and innovation; with respect to Mr. Kelly, due to his navigation of the financial implications caused by the prevailing macroeconomic conditions (in particular, foreign currency exchange rate impacts and tariffs); and with respect to Ms. Tirre, Mr. Carling and Mr. Gehring, due to record sales domestically and abroad. For a reconciliation of adjusted operating income to operating income, which is the most directly corresponding GAAP financial measure, see Appendix A. The total 2025 AIAs for each NEO is set forth in the table below.

Name	Dollar Amount of Target AIA Opportunity ($)	Adjusted Operating Income Component at 200% Achievement (75% Weighting) ($)	Individual Performance Component at 150% Achievement (25% Weighting) ($)	Total AIA ($)
Hilton H. Schlosberg	2,000,000	3,000,000	750,000	3,750,000
Rodney C. Sacks	1,451,250	2,176,875	544,219	2,721,094
Thomas J. Kelly	508,500	762,750	190,688	953,438
Emelie C. Tirre	681,000	1,021,500	255,375	1,276,875
Guy P. Carling	639,450	959,151	239,788	1,198,939
Rob L. Gehring	585,000	877,500	219,375	1,096,875

The full portion of the 2025 AIAs for all NEOs were paid in cash.

The 2025 AIAs were granted by the Compensation Committee in early 2025 and the Compensation Committee confirmed achievement in early 2026.

2025 LTI Program

We believe that long-term performance is achieved through an ownership culture that encourages superior performance by our NEOs through the use of equity awards and, as a result, the compensation program emphasizes equity awards over cash compensation. The Compensation Committee reviews and approves equity awards to our NEOs based upon compensation data principally gathered through a market analysis conducted by our independent compensation consultants, our recruiting and retention experience and our qualitative assessment of individual performance, as well as a review of each NEO’s current LTI award opportunities and retention considerations.

With respect to 2025, the Compensation Committee determined that the March 2025 LTI grants to Mr. Schlosberg and Mr. Sacks would be split among time-vested stock options (25% weighting), time-vested RSUs (25% weighting), PSUs (50% weighting), and that the March 2025 LTI grants to Mr. Kelly, Ms. Tirre, Mr. Carling and Mr. Gehring would be split among time-vested stock options (27% weighting), time-vested RSUs (24% weighting) and PSUs (49% weighting).

PSUs

In 2025 we continued our past practice of granting PSUs that cliff vest over a single three-year performance period, subject to pre-established performance goals and continued service during the period. The Compensation Committee believes that a three-year performance period for grants of PSUs continues to align the NEOs’ compensation with long-term growth and objectives. Specifically, the 2025 grants of PSUs are eligible to be earned based on three-year cumulative adjusted diluted EPS from fiscal year 2025 through fiscal year 2027. The number of PSUs that may be earned range from 0% to 200% of target versus the pre-established performance goals, with threshold, target and maximum performance levels earning 50%, 100% and 200% of target PSUs, respectively, as set forth in the table below (linear interpolation applies between performance levels with no payout for performance below the threshold level).

Name	Performance Period	Threshold Shares (50% of Target) (#)	Target Shares (100% of Target) (#)	Maximum Shares (200% of Target) (#)
Hilton H. Schlosberg	2025 – 2027	64,650	129,300	258,600
Rodney C. Sacks	2025 – 2027	43,000	86,000	172,000
Thomas J. Kelly	2025 – 2027	4,500	9,000	18,000
Emelie C. Tirre	2025 – 2027	7,000	14,000	28,000
Guy P. Carling	2025 – 2027	7,000	14,000	28,000
Rob L. Gehring	2025 – 2027	4,500	9,000	18,000

For the 2023 PSU grants, relating to the performance period beginning on January 1, 2023 and ending on December 31, 2025, the pre-established threshold, target and maximum performance levels are set forth in the table below (linear interpolation applies between threshold/target and target/maximum performance goals with no payout for performance below threshold).

Performance Goal (Performance Percentage)	Three-Year Cumulative Adjusted Diluted EPS for 2023 – 2025
Threshold (50% of Target)	$3.899
Target (100% of Target)	$4.104
Maximum (200% of Target)	$4.310

With the completion of the vesting period for the 2023 PSU grants, the Compensation Committee considered the three-year cumulative adjusted diluted EPS from 2023 through 2025 of $5.323 and awarded the NEOs the following number of shares of Common Stock based on 200% of target achievement, as set forth in the table below. Mr. Gehring is not listed in the table below because he was not an employee when the Compensation Committee made the 2023 PSU grants. For a reconciliation of adjusted diluted EPS to diluted EPS, the most directly comparable GAAP financial measure, see Appendix A.

Name	Target Shares Deliverable Based on Award Achievement (100% of Target) (#)	Actual Shares Delivered Based on Award Achievement (200% of Target) (#)
Hilton H. Schlosberg	135,200	270,400
Rodney C. Sacks	135,200	270,400
Thomas J. Kelly	6,800	13,600
Emelie C. Tirre	13,600	27,200
Guy P. Carling	13,600	27,200

Stock Options and RSUs

In addition to the PSUs, Mr. Schlosberg was granted 173,400 stock options under the 2020 Omnibus Incentive Plan that vest in three equal annual installments on March 14, 2026, March 14, 2027 and March 14, 2028, subject to his continued employment or service through each vesting date. Additionally, Mr. Schlosberg was granted 64,700 RSUs under the 2020 Omnibus Incentive Plan that vest in three annual installments as follows: 21,567 units on March 14, 2026, 21,567 units on March 14, 2027 and 21,566 units on March 14, 2028, in each case, subject to his continued employment or service through each vesting date. These grants, taken together with the PSU grants, represented an aggregate annual grant value of approximately $14.2 million, an increase of approximately $0.1 million from fiscal year 2024. Mr. Sacks was granted 115,300 stock options under the 2020 Omnibus Incentive Plan that vest in three substantially equal annual installments on March 14, 2026, March 14, 2027 and March 14, 2028, subject to his continued employment or service through each vesting date. Additionally, Mr. Sacks was granted 43,000 RSUs under the 2020 Omnibus Incentive Plan that vest in three annual installments as follows: 14,334 units on March 14, 2026, 14,333 units on March 14, 2027 and 14,333 units on March 14, 2028, subject to his continued employment or service through each vesting date. Mr. Kelly and Mr. Gehring were each granted 14,000 stock options under the 2020 Omnibus Incentive Plan that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date. Ms. Tirre and Mr. Carling were each granted 21,000 stock options under the 2020 Omnibus Incentive Plan that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date. Additionally, Mr. Kelly and Mr. Gehring were each granted 4,500 RSUs that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date. Ms. Tirre and Mr. Carling were each granted 7,000 RSUs that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date.

Deferred Compensation

The Monster Beverage Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) (amended effective January 1, 2017) was adopted to permit eligible employees to elect to defer cash and/or equity compensation and to receive the deferred amounts, together with an investment return (positive or negative), either at a pre-determined time in the future or upon termination of their employment with the Company or its subsidiaries or affiliates that are participating employers under the Deferred Compensation Plan. We believe that maintaining the Deferred Compensation Plan provides value to our NEOs who may otherwise not be able to fully participate in our qualified retirement plans due to certain limitations under the Internal Revenue Code of 1986, as amended (the “Code”). Deferrals under the Deferred Compensation Plan are unfunded and unsecured. Mr. Schlosberg and Mr. Gehring are the only NEOs who currently participate in the Deferred Compensation Plan. See “2025 Non-Qualified Deferred Compensation Table” for further information.

Employment Agreements

Certain NEOs who are parties to employment agreements will continue to be subject to such agreements in their current form based on the terms of such agreements (and in the case of Mr. Sacks, as modified by the Sacks Transition Letter (as defined and described in further detail below)), or upon renewal should the Compensation Committee determine in its discretion that revisions to such employment agreements are recommended. On February 25, 2026, MEC entered into an amended and restated employment agreement with each of Ms. Tirre and Mr. Gehring. On March 10, 2025, we entered into a transition letter agreement with Mr. Sacks pursuant to which he will be eligible to receive certain payments and other benefits (the “Sacks Transition Letter”). We believe that having employment agreements with Mr. Sacks, Mr. Schlosberg, Ms. Tirre and Mr. Gehring is beneficial to us because it provides retentive value and subjects each of them to restrictive covenants. For a summary description of the terms of these agreements, see “Narrative to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table – Employment Agreements and Arrangements” below.

Perquisites

Consistent with prior years, we continued to maintain our current perquisites for our NEOs, which we believe are in line with those provided by comparable companies within the consumer products industry, the food and beverage industry and within the labor markets in which we participate, for similarly situated executives, based principally on information gathered through our recruiting and retention experience. The perquisites include payment of the cost and expense for personal use of a Company automobile or an automobile allowance and the Company’s payment of benefit premiums under certain employee benefit plans. For Mr. Schlosberg and Mr. Sacks, the perquisites include the use of an office desk for a personal accountant on an occasional basis, at no cost to the Company, and starting January 1, 2024, personal security services as approved by the Compensation Committee for Mr. Sacks. In addition, pursuant to their employment agreements, Mr. Sacks, Mr. Schlosberg, Ms. Tirre and Mr. Gehring are entitled to receive initial and annual fees and all other reasonable expenses relating to membership in up to two business or social clubs, in the case of Mr. Sacks and Mr. Schlosberg, and in the case of Ms. Tirre and Mr. Gehring, one business or social club, in each case as selected by the executive. However, the Compensation Committee in its discretion may revise, amend or add to the employee benefits and perquisites of a NEO if it deems it advisable. We view the employee benefits and perquisites provided to our NEOs as appropriate business expenses, and executives bear all taxes associated with these employee benefits and perquisites. These arrangements do not provide for tax gross ups. See the “All Other

Compensation” column of the Summary Compensation Table for the aggregate incremental costs of these perquisites.

Stock Ownership Guidelines

In 2025, the Board maintained stock ownership guidelines, which were amended in February 2024 (the “Amended and Restated Stock Ownership Guidelines”), to further align the interests of the Company’s Chief Executive Officer, Chief Financial Officer (“CFO”) and other employees who are determined by the Company to be executive officers within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934 (“Section 16 Officers”), which currently include Ms. Tirre, Mr. Carling and Mr. Gehring, with the interests of stockholders and to further promote the Company’s commitment to sound corporate governance.

The Amended and Restated Stock Ownership Guidelines require, in the case of the Company’s Chief Executive Officer and CFO, as applicable, to hold an amount of stock at least equal to six times annual base salary (consistent with the originally adopted Stock Ownership Guidelines), and in the case of the Company’s other Section 16 Officers, as applicable, to hold an amount at least equal to three times annual base salary. Pursuant to the Sacks Transition Letter, Mr. Sacks is also still expected to continue to hold an amount of stock at least equal to six times his annual base salary through December 31, 2026.

Shares that satisfy the Amended and Restated Stock Ownership Guidelines include: Company stock owned directly or indirectly with, or separately by, the covered executive officer’s immediate family members residing in the same household; shares held in trust for the benefit of the covered executive officer or his or her immediate family members; all unvested restricted stock or RSUs with time-based vesting; and shares held in the Deferred Compensation Plan. Unexercised stock options, or the unearned portion of any restricted stock or RSUs with performance-based vesting, do not count towards satisfying the guidelines.

The Amended and Restated Stock Ownership Guidelines provide that once an executive officer becomes covered, if such covered executive officer is not yet in compliance on the date he or she becomes subject to the guidelines, then such covered executive officer is not permitted to sell any shares and must retain at least 50% of any shares received after settlement (i.e., on an after-tax basis) of vested equity awards. The Company believes the Amended and Restated Stock Ownership Guidelines reinforces the significance of aligning the Company’s executive leadership team with our shareholder base.

The Compensation Committee will monitor compliance with the Amended and Restated Stock Ownership Guidelines and has the authority to establish, review and approve the guidelines as it deems appropriate.

During 2025, each of our NEOs were in compliance with the Amended and Restated Stock Ownership Guidelines.

Clawback Provisions

Pursuant to the 2011 Omnibus Incentive Plan and the 2020 Omnibus Incentive Plan, the Compensation Committee may specify in an award agreement that a participant’s rights, payments, and benefits with respect to an award granted under either plan, as applicable, will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events in order to discourage participants (including our NEOs) from acting in a manner that could result in a risk of

litigation or otherwise while conducting business. If the Company is required to file an accounting restatement due to the material noncompliance of the Company as a result of misconduct with any financial reporting requirement under the securities laws, if a participant knowingly or recklessly engaged in the misconduct, or knowingly or recklessly failed to prevent or report the misconduct, or if a participant is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, such participant will reimburse the Company the amount of any payment in settlement of an award earned or accrued under the 2011 Omnibus Incentive Plan or earned or accrued under the 2020 Omnibus Incentive Plan, as applicable, for such period as determined by the Compensation Committee following the first public issuance or filing with the SEC (whichever occurred most recently) of the financial document reflecting such material noncompliance.

On December 1, 2023, in response to the SEC’s adoption of Rule 10D-1 of the Securities Exchange Act of 1934, which implemented the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq Listing Rule 5608, the Board adopted the Monster Beverage Corporation Clawback Policy (the “Clawback Policy”) to enable the Company to recover erroneously awarded compensation from all current or former Section 16 Officers if the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. The Clawback Policy supplements the provisions of the 2011 Omnibus Incentive Plan and the 2020 Omnibus Incentive Plan.

Equity Grant Procedures

The Compensation Committee maintains equity grant procedures, which set forth, among other things, the authorities of the Compensation Committee and Executive Committee to make grants under the 2020 Omnibus Incentive Plan under certain circumstances and the timing of our grants of equity awards. Under the equity grant procedures, other than awards granted to new hires and promotions, awards may only be granted during an applicable, pre-established window period. In 2025, neither the Compensation Committee nor the Executive Committee took material nonpublic information into account when determining the timing and terms of an equity award, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Employee Benefit Plans

Our full-time employees, including our NEOs who generally participate on the same basis as our broader employee population, are entitled to various employee benefits, which generally include health care plans, flexible spending accounts, life and disability insurance and paid time off.

401(k) Plan

Our employees, including our NEOs, may participate in our 401(k) plan, a defined contribution plan that qualifies under Section 401(k) of the Code. Participating employees may contribute up to statutory limits. We make discretionary matching contributions and currently match 50% of our employee contributions, up to 8% of each employee’s earnings on a per pay period basis, which vest at a rate of 50% upon completion of two years of service, 75% upon completion of three years of service and 100% upon completion of four years of service.

Change in Control and Separation Arrangements

Certain of our NEOs, per the terms of their respective employment agreements, equity award agreements and/or participation in the Severance Plan (as defined below), are eligible for certain benefits and/or payments if there is a change in control and/or a termination of their employment, as described under “Potential Payments Upon Termination or Change in Control” beginning on page 42.

Beginning with the Company’s 2021 LTI grants and continuing through the 2025 LTI grants, the award agreements for each of the PSUs, time-vested RSUs and stock options provide for “double-trigger” vesting provisions for all NEOs, which accelerates vesting upon a qualifying termination of employment following the occurrence of a change in control where such awards are assumed, replaced or continued. Upon a change in control where such awards are assumed, replaced or continued, the PSUs will automatically convert into time-vested RSUs, with vesting occurring on the original vesting date applicable to such PSUs; provided that such converted time-vested RSUs will automatically accelerate upon a subsequent qualifying termination of employment. The number of time-vested RSUs that a portion of the PSUs could convert to depends on the timing of a change in control. If a change in control had occurred during the first year of the three-year performance period, the number of shares of Common Stock underlying the RSUs to be delivered would have been based on the number of shares of Common Stock deliverable at target performance (as outlined in the applicable award agreement). If a change in control occurs during the second or third year of the three-year performance period, the number of shares of Common Stock underlying the RSUs to be delivered will be based on the number of shares of Common Stock deliverable at actual performance for the portion of the performance period that ended before the change in control (as outlined in the applicable award agreement). Upon a change in control where time-vested RSU and stock option awards are assumed, replaced or continued, each of the time-vested RSU and stock option awards will automatically accelerate upon a subsequent qualifying termination of employment.

On February 25, 2026, the Compensation Committee approved and adopted the Monster Beverage Corporation Executive Severance Plan (the “Severance Plan”), effective immediately. The Severance Plan provides severance pay and benefits to eligible employees terminated without “cause” or who resign for “good reason” (in each case, as defined in the Severance Plan). For qualifying terminations outside a Change in Control Period (which is defined in the Severance Plan as the 24-month period immediately following a change in control transaction), participants in the Severance Plan are eligible to receive 12 months of base salary, a pro-rated annual bonus for the year of termination, and up to 12 months of continued health insurance premiums. For qualifying terminations during a Change in Control Period, participants in the Severance Plan are eligible to receive 18 months of base salary plus 1.5 times their annual bonus as a lump sum, a pro-rated annual bonus for the year of termination, and up to 18 months of continued health insurance premiums. Mr. Kelly and Mr. Carling are the only NEOs who are eligible to participate in the Severance Plan.

We believe these arrangements are an important part of overall compensation and will help to secure the continued employment and dedication of our NEOs prior to or following a change in control, notwithstanding any concern that they may have at such time regarding their own future and continued employment. In addition, we believe that these arrangements are an important recruitment and retention incentive. These arrangements do not provide for tax gross ups.

Tax and Accounting Implications

We considered the taxation and accounting consequences of our executive officer compensation programs as part of our internal evaluation of such programs and awards made under them. However, consistent with prior years, those consequences were not a deciding factor in our decisions in establishing or administering our executive officer compensation programs for fiscal year 2025. We retain the discretion to structure compensation in ways that may result in less than full deductibility, that may not maximize tax savings and that may not minimize the accounting cost to the Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis referred to above be included in this proxy statement.

		Compensation Committee
		Mark S. Vidergauz, Chairman
		Ana Demel
		Jeanne P. Jackson

2025 Summary Compensation Table

The following table summarizes the total compensation of our NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.

Name and Principal
Position

Year

Salary
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)(3)

Non-Equity
Incentive Plan
Compensation
($)(4)

All Other
Compensation
($)(5)

Total
($)

Hilton H. Schlosberg
Vice Chairman, CEO and Director (6)

2025

2024

2023

1,250,000

1,200,000

1,100,000

10,687,460

10,498,230

10,306,296

3,493,351

3,557,455

3,440,363

3,750,000

1,535,400

2,887,500

101,819

76,955

71,749

19,282,630

16,868,040

17,805,908

Rodney C. Sacks
Chairman, Director and Former Co-CEO (6)

2025

2024

2023

1,083,077

1,200,000

1,100,000

7,106,610

10,498,230

10,306,296

2,322,857

3,557,455

3,440,363

2,721,094

1,535,400

2,887,500

611,899

918,566

141,323

13,845,537

17,709,651

17,875,482

Thomas J. Kelly
Chief Financial Officer

2025

2024

2023

678,000

650,000

610,000

743,715

542,700

518,364

282,047

208,580

375,996

953,438

415,838

800,625

49,342

46,200

46,104

2,706,542

1,863,318

2,351,089

Emelie C. Tirre
Chief Strategy Officer (7)

2025

2024

2023

908,000

870,000

820,000

1,156,890

1,085,400

1,036,728

423,070

417,161

751,992

1,276,875

556,583

1,076,250

68,917

65,752

45,834

3,833,752

2,994,896

3,730,804

Guy P. Carling
Chief Executive Officer, EMEA & OSP (8)

2025

2024

2023

852,600

774,209

706,919

1,156,890

1,085,400

1,036,728

423,070

417,161

751,992

1,198,939

490,587

918,848

64,337

58,511

51,521

3,695,836

2,825,868

3,466,008

Rob L. Gehring,
Chief Executive Officer, Americas (9)

2025

780,000

743,715

275,976

1,096,875

98,937

2,995,503

(1)

For Mr. Sacks, the amount represents the average salary paid to Mr. Sacks in 2025 (i.e., $1,250,000 from January 1, 2025 to June 30, 2025, and then $900,000 from July 1, 2025 to December 31, 2025).

(2)

As computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, modified to exclude the effect of estimated forfeitures related to service-based vesting conditions, the amounts in this column represent the

aggregate grant date fair value of awards of shares of our Common Stock and RSUs (in the case of all NEOs, which were granted in 2025, 2024 and 2023, respectively) and, with respect to awards of PSUs (in the case of all NEOs, which were granted in 2025, 2024 and 2023, respectively), represent the grant date fair value based on the probable outcome of the performance conditions at the date of grant. The amount reflected in this column with respect to the PSUs granted in 2025 is: Mr. Schlosberg, $7,123,137; Mr. Sacks, $4,737,740; Mr. Kelly, $495,810; Ms. Tirre, $771,260; Mr. Carling, $771,260; and Mr. Gehring, $495,810. The assumptions used in the valuation of equity awards are disclosed in Note 13 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts do not reflect the value actually realized or that ultimately may be realized by the NEOs. The value of the PSU awards granted in 2025, assuming achievement of the maximum performance level of 200%, would have been: Mr. Schlosberg, $14,246,274; Mr. Sacks, $9,475,480; Mr. Kelly, $991,620; Ms. Tirre, $1,542,520; Mr. Carling, $1,542,520; and Mr. Gehring, $991,620.

(3)

The amounts represent the aggregate grant date fair value for option awards computed in accordance with ASC Topic 718, modified to exclude the effect of estimated forfeitures related to service-based vesting conditions, and are based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula assumptions disclosed in Note 13 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts do not reflect the value actually realized or that ultimately may be realized by the NEOs.

(4)

The amounts in this column represent for 2025 the amount earned for AIAs granted under the 2020 Omnibus Incentive Plan and paid in 2026. See “Compensation Discussion and Analysis – 2025 AIAs” for a discussion of how the 2025 AIAs were determined.

(5)

The amounts reported in this column for 2025 include the items set forth in the table below, as applicable to each NEO:

Name	Company Automobile ($)	Automobile Allowance ($)	401(k) Matching Contribution ($)	Benefit Premiums ($)(a)	Other Perquisites ($)(b)	Personal Equipment Allowance ($)	Total ($)
Hilton H. Schlosberg	44,054	-	14,000	38,167	5,000	598	101,819
Rodney C. Sacks	61,744	-	13,163	107,109	429,285	598	611,899
Thomas J. Kelly	-	9,448	14,000	25,296	-	598	49,342
Emelie C. Tirre	-	13,616	14,000	10,384	30,319	598	68,917
Guy P. Carling	-	15,740	42,630	5,967	-	-	64,337
Rob L. Gehring	-	9,506	14,000	24,951	49,882	598	98,937

(a)

For Mr. Schlosberg, the amounts in this column represent premiums paid by the Company for coverage for himself and the members of his immediate family (to the extent permitted by the applicable plan), as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Mr. Sacks, the amount in this column represents premiums paid by the Company for coverage for himself, his spouse, and certain dependents, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Mr. Kelly, the amounts in this column represent premiums paid by the Company for coverage for himself and his spouse, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Ms. Tirre, the amounts in this column represent premiums paid by the Company for coverage for herself, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Mr. Carling, the amounts in this column represent premiums paid by the Company for coverage for himself and the members of his immediate family (to the extent permitted by the applicable plan), as the case may be, under all medical, dental, critical illness, group life, accidental death and travel accident insurance plans and programs. For Mr. Gehring, the amounts in this column represent premiums paid by the Company for coverage for himself and his spouse, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs.

(b)

For Mr. Sacks, the amount in this column includes $425,783, which represents the cost of providing personal security services, and $3,502, which represents the entitlement to receive initial and annual fees and all other reasonable expenses relating to membership in up to two business or social clubs selected by Mr. Sacks. For Ms. Tirre, the amount in this column represents the entitlement to receive annual fees relating to the membership in one business or social club selected by Ms. Tirre. For Mr. Gehring,

$49,347 represents the cost of providing relocation and housing services and $535 represents the entitlement to receive annual fees relating to the membership in one business or social club selected by Mr. Gehring.

(6)

Mr. Sacks and Mr. Schlosberg served as our Co-CEOs until Mr. Sacks resigned from the Co-CEO role and transitioned to employee and Chairman, effective as of June 13, 2025. Mr. Schlosberg became our sole CEO on June 13, 2025.

(7)

Ms. Tirre was appointed Chief Strategy Officer of MEC on February 25, 2026. Amounts reported for 2025 reflect compensation for service as Chief Commercial Officer during the 2025 fiscal year prior to such appointment in 2026.

(8)

Mr. Carling was appointed Chief Executive Officer, EMEA & OSP on February 25, 2026. Amounts reported for 2025 reflect compensation for service as President, EMEA & OSP during the 2025 fiscal year prior to such appointment in 2026. For Mr. Carling, the amounts reported were paid in GBP and converted to USD using the average exchange rate of GBP to USD on a monthly basis for the years indicated.

(9)

Mr. Gehring joined MEC in August 2024 and was not a NEO in 2024. Mr. Gehring was promoted to Chief Executive Officer, Americas on February 25, 2026. Amounts reported for 2025 reflect compensation for service as Chief Growth Officer during the 2025 fiscal year prior to such appointment in 2026.

2025 Grants of Plan-Based Awards

The following table summarizes grants of plan-based awards granted to our NEOs during the fiscal year ended December 31, 2025.

Name	Approval Date	Grant Date	Estimated Future Payouts Under Non- Equity Incentive Plan Awards (3)			Estimated Future Payouts Under Equity Incentive Plan Awards (4)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Shares Underlying Options (#)(5)	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards ($)(6)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Hilton H. Schlosberg
RSUs (1)	3/10/2025	3/14/2025							64,700	-	-	3,564,323
PSUs (2)	3/10/2025	3/14/2025				64,650	129,300	258,600		-	-	7,123,137
Options	3/10/2025	3/14/2025								173,400	55.09	3,493,351
AIA			1,000,000	2,000,000	4,000,000				-	-	-	-
Rodney C. Sacks
RSUs (1)	3/10/2025	3/14/2025							43,000	-	-	2,368,870
PSUs (2)	3/10/2025	3/14/2025				43,000	86,000	172,000		-	-	4,737,740
Options	3/10/2025	3/14/2025								115,300	55.09	2,322,857
AIA			725,625	1,451,250	2,902,500				-	-	-	-
Thomas J. Kelly
RSUs (1)	3/10/2025	3/14/2025							4,500	-	-	247,905
PSUs (2)	3/10/2025	3/14/2025				4,500	9,000	18,000		-	-	495,810
Options	3/10/2025	3/14/2025								14,000	55.09	282,047
AIA			254,250	508,500	1,017,000				-	-	-	-
Emelie C. Tirre
RSUs (1)	3/10/2025	3/14/2025							7,000	-	-	385,630
PSUs (2)	3/10/2025	3/14/2025				7,000	14,000	28,000		-	-	771,260
Options	3/10/2025	3/14/2025								21,000	55.09	423,070
AIA			340,500	681,000	1,362,000				-	-	-	-
Guy P. Carling
RSUs (1)	3/10/2025	3/14/2025							7,000	-	-	385,630
PSUs (2)	3/10/2025	3/14/2025				7,000	14,000	28,000		-	-	771,260
Options	3/10/2025	3/14/2025								21,000	55.09	423,070
AIA			319,725	639,450	1,278,900				-	-	-	-
Rob L. Gehring
RSUs (1)	3/10/2025	3/14/2025							4,500	-	-	247,905
PSUs (2)	3/10/2025	3/14/2025				4,500	9,000	18,000		-	-	495,810
Options	3/10/2025	3/14/2025								14,000	55.09	275,976
AIA

SEC Form DEF 14A filed by Monster Beverage Corporation