J M SMUCKER Co 8-K

What Happened
The J. M. Smucker Company (SJM) filed an 8‑K on March 3, 2026 reporting that John Brase, formerly President and Chief Operating Officer, is no longer an executive officer and entered a Separation Agreement effective February 26, 2026. The agreement includes cash payments, continued vesting for certain equity awards, a customary waiver and release, and cooperation, non‑disparagement, non‑compete, non‑solicit and confidentiality provisions. The company says the terms are consistent with its Executive Severance Plan and equity award agreements.

Key Details

• $1,185,000 lump sum (18 months of base salary), payable April 17, 2026, less taxes/withholding.
• $611,885 lump sum pro rata incentive payment for FY2026, payable April 17, 2026, less taxes/withholding.
• Certain equity awards vest: outstanding unvested restricted stock from June 15, 2023 (third tranche) and the April 14, 2020 hire grant (which would have fully vested Jan 27, 2028) will vest; remaining unvested restricted stock and option awards are forfeited. Vested options from the June 15, 2023 award must be exercised by May 10, 2026 (in‑the‑money options will auto‑exercise on that date if not acted on).
• Portions of performance units from June 15, 2023 and Aug 13, 2024 become eligible for pro‑rated vesting based on months completed and actual performance at the end of each three‑year performance period.
• Additional lump sums: $36,000 for 18 months of continued medical insurance, $150,000 for relocation, and $10,000 for outplacement (all payable April 17, 2026, less applicable taxes/withholding).
• The full Separation Agreement will be filed as an exhibit to the company’s Form 10‑K for the period ending April 30, 2026.

Why It Matters
This 8‑K documents a senior leadership change and the related cash and equity costs the company will incur, including about $1.8 million in immediate cash payments (salary + pro‑rata incentive) plus additional smaller lump sums and the impact of accelerated or forfeited equity awards. For investors, key takeaways are the near‑term cash outflows and the potential accounting and share‑based compensation impact from the vesting/forfeiture and any auto‑exercise of options. The filing does not announce a replacement or other leadership appointments.