Key development - S&P Global Ratings reduced BellRing Brands Inc.'s corporate credit rating to 'B+' from 'BB-' on Wednesday and shifted its outlook to negative. The agency also trimmed the issue-level rating on BellRing's $840 million of senior unsecured notes to 'B+' from 'BB-'.
Earnings and EBITDA outlook - S&P says BellRing’s adjusted EBITDA is expected to fall by more than 30% in fiscal 2026, which ends in September 2026. That projection follows the company’s weak second-quarter results for fiscal 2026, the period ending March 31, 2026, when adjusted EBITDA declined by more than 58% even as revenues inched up about 2%.
According to the ratings agency, the deterioration in profitability reflects several operating pressures explicitly cited by the company: a negative shift in sales mix, elevated freight expenses, protein-driven commodity inflation and an inventory charge tied to a third-party ingredient that failed to meet quality specifications.
Margin and leverage trajectory - S&P forecasts BellRing’s adjusted EBITDA margin will compress to roughly 14% in fiscal 2026, down from about 21% in fiscal 2025. The firm also projects adjusted leverage to increase to 3.7x in fiscal 2026, up from 2.4x a year earlier.
That rising leverage is coupled with a steep decline in reported free operating cash flow. S&P expects reported free operating cash flow to drop to about $30 million in fiscal 2026, versus $254 million in fiscal 2025.
Cash obligations and capital actions - BellRing faces a $90 million legal settlement payment tied to Joint Juice litigation, with approximately $86 million slated for payment in the fourth quarter, according to the ratings agency. In the first half of fiscal 2026 the company repurchased $124 million of its shares and drew $100 million from its revolving credit facility, leaving about $350 million outstanding on the revolver.
S&P cautioned it could lower BellRing’s rating further if the company sustains adjusted leverage above 4x.
Competitive dynamics - The ratings action cites intensifying competition in the U.S. convenient nutrition market, which has pressured BellRing’s Premier Protein brand. S&P singled out insurgent competitors such as Nurri, owned by Trilliant Food & Solutions, and Oikos, owned by Danone S.A., as well as established competitors like Fairlife, owned by Coca-Cola.
Channel-level trends underscore those pressures. In the club channel - which represents roughly 40% of BellRing's total sales - consumption of Premier Protein ready-to-drink shakes declined 7.3% in the second quarter after a 14.2% decrease in the first quarter. S&P attributes loss of market share in this channel to heightened promotional activity by rivals and consumer trade-down behavior.
Implications - The combination of compressed margins, a projected fall in EBITDA and sharply lower free cash flow, together with the near-term legal payment and recent share repurchases, informs S&P's view of a deteriorating credit profile. The ratings agency's outlook and the potential for further downgrades hinge on whether BellRing can stabilize profitability and prevent leverage from moving above the 4x threshold.
Bottom line - S&P's downgrade reflects material near-term challenges for BellRing: substantially weaker earnings, rising leverage and persistent cost and competitive headwinds centered on its Premier Protein business.