MARZETTI CO 8-K

What Happened
On February 3, 2026, The Marzetti Company (MZTI) filed a Form 8‑K announcing two material items. First, the company issued a press release reporting results for the three- and six-month periods ended December 31, 2025 (see Exhibit 99.1). Second, Marzetti announced an agreement to acquire a rapidly growing Japanese barbecue sauce brand for a purchase price of $400 million (subject to customary adjustments); the company intends to fund the deal with cash on hand and additional financing. The transaction is expected to close prior to Marzetti’s fiscal year end of June 30, 2026, subject to required regulatory approvals and customary closing conditions. The acquisition details were included in a press release furnished as Exhibit 99.2.

Key Details

• Purchase price: $400 million, subject to customary adjustments.
• Funding: planned with cash on hand and additional financing.
• Timing & conditions: expected to close before Marzetti’s fiscal year end (June 30, 2026), subject to regulatory approvals and customary closing conditions.
• Reporting: press releases dated February 3, 2026 disclose (a) quarterly/half‑year results (three and six months ended Dec 31, 2025) and (b) acquisition details.

Why It Matters
The $400M acquisition is a significant, material transaction that expands Marzetti’s product set and international brand exposure and will require financing and cash deployment. Investors should note the potential effects on liquidity, leverage and FY2026 results once the deal closes and financing is finalized. Also review the Feb. 3, 2026 press releases (Exhibits 99.1 and 99.2) for the company’s reported quarterly results and any further details on the acquisition timeline and financial impact.