8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 30, 2025

National Beverage Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14170	59-2605822
(Commission File Number)	(IRS Employer Identification No.)
8050 SW Tenth Street, Suite 4000
Fort Lauderdale, Florida	33324
(Address of Principal Executive Offices)	(Zip Code)

(954) 581-0922

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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

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Item 8.01 Other Events

On October 30, 2025, National Beverage Corp. (the “Company”) issued a press release announcing the commencement of a stock buyback and addressing market conditions. The information in Item 8.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibit 99.1	Press release dated October 30, 2025 announcing the commencement of a stock buyback and addressing market conditions.
Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

National Beverage Corp.

(Registrant)

By:      /s/ George R. Bracken

George R. Bracken

Executive Vice President – Finance

(Principal Financial Officer)

Date: October 31, 2025

EXHIBIT INDEX

99.1	Press release dated October 30, 2025 announcing the commencement of a stock buyback and addressing market conditions
104	Cover Page Interactive Data File (formatted as Inline XBRL)
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ex_880486.htm

Exhibit 99.1

<br><br> <br>NASDAQ: FIZZ<br><br> <br>For Immediate Release<br><br> <br>Contact: Office of the Chairman, Grace Keene

NATIONAL BEVERAGE CORP.

ANNOUNCES COMMENCEMENT OF STOCK BUYBACK

and ADDRESSES MARKET CONDITIONS

FORT LAUDERDALE, FL, October 30, 2025 . . . National Beverage Corp. (NASDAQ: FIZZ) announced that it had begun open market purchases of its common stock and will release further details at an appropriate time. The purchases were made pursuant to the Company’s previously announced share buyback program.

“Our Company remains fundamentally strong and continues to generate superior cash flows. Geopolitical headwinds, including the current government shutdown, funding of the SNAP program, tariffs and the reduced purchasing by consumers, have impacted the entire consumer retail and beverage sector,” stated a company spokesperson.

“We believe these headwinds are temporary. Innovation has long been and will continue to be our keystone. National Beverage Corp. has the wherewithal to pursue a wide range of opportunities to improve shareholder returns. Our fortress balance sheet and cash flow enable the exercise of capital deployment opportunities which others may be unable to complete in the current marketplace. Accordingly, we believe current trading prices do not accurately reflect the underlying value of the Company.” ****

“We are the leader in the domestic sparkling water category and have remained steadfast in our promotional protocols. Our long-term objectives remain to grow volume and revenue to expand our healthy consumer franchises and deliver shareholder value. We remain bullish on the economic future of the United States and the prospects for our Company.”

“Patriotism” **** – If Only We Could Bottle It!

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