Item 7.01. Regulation FD Disclosure

On November 21, 2022, BellRing Brands, Inc. ("BellRing") issued a press release announcing an underwritten offering (the "Offering") of shares of common stock of BellRing, par value $0.01 per share, by the Selling Stockholder (as defined below). As part of and subject to the completion of the Offering, BellRing expects to concurrently repurchase 925,000 shares out of the aggregate 4,597,339 shares of its common stock that are the subject of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




Item 8.01. Other Events.


On November 21, 2022, BellRing entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among BellRing, the selling stockholder named therein (the "Selling Stockholder"), Post Holdings, Inc., and J.P. Morgan Securities LLC, as representative of the several underwriters named therein, relating to the Offering by the Selling Stockholder of 4,597,339 shares (the "Shares") of BellRing's common stock. The Offering was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-266656), filed on August 8, 2022. BellRing will not receive any proceeds from the Offering.

In addition, pursuant to the Underwriting Agreement, BellRing will repurchase from the underwriters 925,000 Shares at the price at which the underwriters have agreed to purchase the Shares from the Selling Stockholder in the Offering. The repurchase is subject to the completion of the Offering.

The offering of the Shares and the share repurchase are expected to close on November 25, 2022, subject to customary closing conditions.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated November 21, 2022, by and among
            BellRing Brands, Inc., the Selling Stockholder named therein, Post
            Holdings, Inc. and J.P. Morgan Securities LLC, as representative of
            the several underwriters named therein

99.1          Press Release, dated November 21, 2022, announcing the Offering

104         Cover Page Interactive Data File (the cover page iXBRL tags are
            embedded within the Inline XBRL document)

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