UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 10-K

_________________________________________________________________________________________________________________________


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-5111

_______________________________________________

THE J. M. SMUCKER COMPANY

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________________________

Ohio

34-0538550

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

One Strawberry Lane

Orrville,

Ohio

44667-0280

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code

(330)

682-3000

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

Title of each class

Trading symbol

Name of each exchange on which registered

Common shares, no par value

SJM

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

___________________________________________________________________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, ~~2024~~2025, was $1110,~~710~~590,~~772~~293,~~669~~766.

As of June 112, ~~2025~~2026, 106,~~508~~662,~~017~~133 common shares of The J. M. Smucker Company were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its Annual Meeting of Shareholders to be held on August 1312, ~~2025~~2026, are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

PART I.		Page No.
Item 1.	Business	2
Item 1A.	Risk Factors	109
Item 1B.	Unresolved Staff Comments	2423
Item 1C.	Cybersecurity	2524
Item 2.	Properties	2625
Item 3.	Legal Proceedings	2625
Item 4.	Mine Safety Disclosures	2625
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2726
Item 6.	[Reserved]	2827
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2827
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4342
Item 8.	Financial Statements and Supplementary Data	4544
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	9290
Item 9A.	Controls and Procedures	9290
Item 9B.	Other Information	9290
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	9391
Item 11.	Executive Compensation	9391
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9391
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9391
Item 14.	Principal Accountant Fees and Services	9391
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	9492
	Signatures	9795

PART I

(Dollars and shares in millions, unless otherwise noted, except per share data)

Item 1. Business.

The Company: The J. M. Smucker Company (“Company,” “registrant,” “we,” “us,” or “our”), often referred to as Smucker’s (a registered trademark), was established in 1897 and incorporated in Ohio in 1921. We operate principally in one industry, the manufacturing and marketing of branded food and beverage products on a worldwide basis, although the majority of our sales are in the United States (“U.S.”). Operations outside the U.S. are principally in Canada, although our products are exported to other countries as well. Net sales outside the U.S., subject to foreign currency translation, represented 4 percent of consolidated net sales for ~~2025~~2026. Our branded food and beverage products include a strong portfolio of trusted, iconic, market-leading brands that are sold to consumers primarily through retail outlets in North America.

We have ~~four~~five reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, and U.S. Retail Pet Foods (the “U.S. ~~retail~~Retail ~~market~~reportable segments”), ~~and~~ Sweet Baked Snacks., ~~These segments in total comprised 86 percent of consolidated net sales in 2025~~ and ~~represent~~Away aFrom ~~major~~Home. ~~portion~~During ~~of our strategic focus –~~ the ~~sale~~fourth quarter of ~~branded food and beverage products with leadership positions to consumers through retail outlets in North America. Additionally~~2026, wethe ~~sell~~Away ~~products~~From ~~both~~Home ~~domestically~~operating ~~and~~segment inmet ~~foreign countries through retail channels and foodservice distributors and operators through~~ the ~~Sweet~~reportable ~~Baked~~segment ~~Snacks~~criteria ~~segment~~under ~~and~~Financial ~~the~~Accounting ~~combined~~Standards ~~International~~Board ~~and~~(“FASB”) ~~Away~~Accounting ~~From~~Standards ~~Home~~Codification ~~operating~~(“ASC”) ~~segments~~280. For additional information on our reportable segments, see Note 5: Reportable Segments.

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM Foods, LLC (“JTM”). The transaction included certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who support the business. Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $48.4 and $30.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks reportable segment.

On December 2, 2024, we sold the Voortman® business to Second Nature Brands (“Second Nature”). The transaction included products sold under the Voortman brand, inclusive of certain trademarks, a leased manufacturing facility in Burlington, Ontario, and approximately 300 employees who supported the business. Under our ownership, the Voortman business generated net sales of approximately $86.3 and $65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks reportable segment.

On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods, Inc. (“TreeHouse Foods”). The transaction included Bick’s® pickles, Habitant® pickled beets, Woodman’s® horseradish, and McLarens® pickled onions brands, inclusive of certain trademarks. Under our ownership, these brands generated net sales of $43.8 ~~and $61.6~~ in 2024 ~~and 2023~~, ~~respectively,~~ which ~~were~~was included in the International operating segment.

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, Inc. (“Hostess Brands”), a manufacturer and marketer of sweet baked goods brands and included Hostess® Donettes®, Twinkies®, CupCakes, DingDongs®, Zingers®, CoffeeCakes, HoHos®, Mini Muffins, and Fruit Pies, and the Voortman cookie brand at the acquisition date.

On November 1, 2023, we sold the Sahale Snacks® business to Second Nature. The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand. Under our ownership, the Sahale Snacks brand generated net sales of $24.1 ~~and $48.4~~ in 2024 ~~and 2023~~, ~~respectively,~~ primarily included in the U.S. Retail Frozen Handheld and Spreads reportable segment.

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc. (“Post”). The transaction included the Rachael Ray® Nutrish®, 9Lives®, Kibbles ’n Bits®, Nature’s Recipe®, and Gravy Train® brands, as well as the private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands. Under our ownership, these brands generated net sales of $1.5 billion in 2023, primarily included in the U.S. Retail Pet Foods segment.

For additional information on the acquisition and divestitures, see Note 2: Acquisition and Note 3: Divestitures.

Principal Products: In 2026, our principal products were coffee, frozen handheld products, sweet baked goods, pet snacks, peanut butter, cat food, fruit spreads, portion control products, toppings and syrups, and baking mixes and ingredients. Product sales information for the years 2026, 2025, and 2024 is included within Note 5: Reportable Segments.

Products within our U.S. Retail reportable segments are primarily sold through a combination of direct sales and brokers to food retailers, club stores, discount and dollar stores, online retailers, pet specialty stores, drug stores, military commissaries, mass merchandisers, and distributors. The Sweet Baked Snacks reportable segment includes products distributed across all channels, both domestically and in foreign countries, such as food retailers, convenience stores, discount and dollar stores, club stores, drug stores, the vending channel, military commissaries, and mass merchandisers. The Away From Home reportable segment includes the sale of all products domestically and in foreign countries through foodservice distributors and

~~Principal~~operators ~~Products: In 2025~~(e.g., ~~our~~healthcare ~~principal products were coffee~~operators, ~~sweet baked goods~~restaurants, ~~pet~~educational ~~snacks~~institutions, ~~frozen handheld products~~offices, ~~peanut~~lodging ~~butter, cat food, fruit spreads, portion control products, toppings~~ and ~~syrups,~~gaming ~~and baking mixes and ingredients. Product sales information for the years 2025~~establishments, ~~2024,~~ and ~~2023~~convenience ~~is included within Note 5: Reportable Segments~~stores).

~~Products~~Sources ~~within~~and ~~our~~Availability ~~U.S.~~of ~~retail~~Raw ~~market~~Materials: The raw materials used in each of our segments are primarily ~~sold~~commodities, ~~through~~agricultural-based aproducts, ~~combination~~and ofpackaging ~~direct~~materials. ~~sales~~Green ~~and~~coffee, ~~brokers~~peanuts, toflour, ~~food~~sugar, ~~retailers~~oils, ~~club~~fats, ~~stores~~fruit, ~~discount~~ and ~~dollar~~other ~~stores,~~ingredients ~~online~~are ~~retailers,~~obtained ~~pet~~from ~~specialty~~various ~~stores,~~suppliers. ~~drug~~The ~~stores~~availability, ~~military~~quality, ~~commissaries~~and cost of many of these commodities have fluctuated, ~~mass~~and ~~merchandisers~~may continue to fluctuate over time, partially driven by the elevated commodity and ~~distributors.~~supply ~~The~~chain ~~Sweet~~costs ~~Baked~~we ~~Snacks~~have ~~segment~~continued ~~includes~~to ~~products~~experience ~~distributed~~in ~~across~~2026. ~~all~~We ~~channels,~~actively ~~both~~monitor ~~domestically~~changes in commodity and insupply ~~foreign~~chain ~~countries~~costs, ~~such~~and asto ~~supermarket~~mitigate ~~chains,~~the ~~convenience~~fluctuation ~~stores~~of costs, ~~national~~we ~~mass~~may ~~retailers,~~be ~~discount~~required ~~and~~to ~~dollar~~implement ~~stores,~~material ~~club~~price ~~stores,~~increases ~~the~~or ~~vending~~decreases ~~channel~~across our business. Futures, ~~drug~~basis, ~~stores~~options, and ~~military~~fixed-price ~~commissaries.~~contracts ~~International~~are ~~and~~used ~~Away~~to ~~From~~manage ~~Home~~price ~~includes~~volatility ~~the~~for ~~sale~~a significant portion of ~~all~~our ~~products~~commodity ~~that~~costs. ~~are~~Green ~~distributed~~coffee, inalong with certain other raw materials, is sourced solely from foreign countries, ~~through~~and ~~retail~~its ~~channels,~~supply asand ~~well~~price is subject to high volatility due to factors such as ~~domestically~~weather, global supply and demand, product scarcity, plant disease, investor speculation, geopolitical conflicts, changes in ~~foreign~~governmental ~~countries~~agricultural ~~through~~and ~~foodservice~~energy ~~distributors~~policies and ~~operators~~regulations, (epolitical and economic conditions in the source countries, and tariffs.g. We source peanuts, ~~healthcare~~flour, ~~operators~~sugar, ~~restaurants~~oils, ~~educational~~fats, ~~institutions~~and fruit mainly from North America. The principal packaging materials we use are plastic, ~~offices~~glass, ~~lodging~~metal cans, caps, carton board, and ~~gaming~~corrugate. ~~establishments~~For additional information on the commodities we purchase, see “Commodities Overview” within Management’s Discussion and ~~convenience~~Analysis ~~stores).~~of Financial Condition and Results of Operations in this Annual Report on Form 10-K.

Sources and Availability of Raw Materials: The raw materials used in each of our segments are primarily commodities, agricultural-based products, and packaging materials. Green coffee, peanuts, flour, sugar, oils and fats, fruit, and other ingredients are obtained from various suppliers. The availability, quality, and cost of many of these commodities have fluctuated, and may continue to fluctuate over time, partially driven by the elevated commodity and supply chain costs we have continued to experience in 2025. We actively monitor changes in commodity and supply chain costs, and to mitigate the fluctuation of costs, we may be required to implement material price increases or decreases across our business. Futures, basis, options, and fixed-price contracts are used to manage price volatility for a significant portion of our commodity costs. Green coffee, along with certain other raw materials, is sourced solely from foreign countries, and its supply and price is subject to high volatility due to factors such as weather, global supply and demand, product scarcity, plant disease, investor speculation, geopolitical conflicts, changes in governmental agricultural and energy policies and regulations, and political and economic conditions in the source countries. We source peanuts, flour, sugar, oils and fats, and fruit mainly from North America. The principal packaging materials we use are plastic, glass, metal cans, caps, carton board, and corrugate. For additional information on the commodities we purchase, see “Commodities Overview” within Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K.

Raw materials are generally available from numerous sources, although we have elected to source certain plastic packaging materials for our Folgers® coffee products, as well as our Jif® peanut butter, and certain finished goods, such as K-Cup® pods, our Pup-Peroni® dog snacks, and liquid coffee, from primary or single sources of supply pursuant to long-term contracts. While availability may vary year to year, we have not historically encountered significant shortages of key raw materials, and we believe that we will continue to obtain adequate supplies. We consider our relationships with key raw material suppliers to be in good standing.

Trademarks and Patents: Many of our products are produced and sold under various ~~patents~~issued and ~~patents~~ pending, patents and are marketed under trademarks owned or licensed by us or one of our subsidiaries. Our ~~major~~principal trademarks as of April 30, ~~2025~~2026, are listed below.

Primary Reportable Segment Major Trademark U.S. Retail Coffee Folgers®, Dunkin’®, and Café Bustelo® U.S. Retail Frozen Handheld and Spreads Uncrustables®, Jif®, and Smucker’s® U.S. Retail Pet Foods Meow Mix®, Milk-Bone®, Pup-Peroni®, and Canine Carry Outs® Sweet Baked Snacks Hostess® ~~Other~~Away ~~(A)~~From Home Folgers®, Smucker’s®, and Uncrustables®

Dunkin’ is a trademark of DD IP Holder LLC used under three licenses (Athe “Dunkin’ Licenses”) ~~Represents~~ for packaged coffee products, including K-Cup® pods, sold in retail channels, such as grocery stores, mass merchandisers, club stores, e-commerce, and drug stores, as well as in certain away from home channels. The Dunkin’ Licenses do not pertain to coffee or other products for sale in Dunkin’ restaurants. The terms of the ~~combined~~Dunkin’ ~~International~~Licenses include the payment of royalties to an affiliate of DD IP Holder LLC and ~~Away~~other ~~From~~financial ~~Home~~commitments ~~operating~~by ~~segments~~the Company. The Dunkin’ Licenses are in effect until January 1, 2039. Keurig® and K-Cup® are trademarks of an affiliate of Keurig Dr. Pepper, Inc. (“KDP”), used with permission.

~~Dunkin’~~Slogans isor adesigns ~~trademark~~considered ofto DDbe IPimportant ~~Holder~~trademarks ~~LLC~~include, ~~used~~without ~~under~~limitation, ~~three~~“With ~~licenses~~A ~~(the~~Name ~~“Dunkin~~Like Smucker’s, ~~Licenses”)~~It ~~for~~Has ~~packaged~~To ~~coffee~~Be ~~products, including K-Cup~~Good® ~~pods~~,” ~~sold~~“The inBest ~~retail~~Part ~~channels,~~of ~~such~~Wakin’ asUp ~~grocery~~Is ~~stores,~~Folgers ~~mass~~In ~~merchandisers,~~Your ~~club stores~~Cup®,” ~~e-commerce,~~“That ~~and~~Jif’ing ~~drug stores~~Good®,” ~~as well as in certain away from home channels.~~ “The ~~Dunkin’~~Only ~~Licenses~~One doCats ~~not~~Ask ~~pertain~~For toBy ~~coffee~~Name®,” ~~or other products for sale in Dunkin’ restaurants. The terms of~~ the ~~Dunkin~~Smucker’s ~~Licenses~~banner, ~~include~~ the ~~payment~~Uncrustables ofRound, ~~royalties~~Crustless toSandwich andesign, ~~affiliate~~the ofCrock DDJar IPshape, ~~Holder~~the ~~LLC~~Gingham ~~and~~design, ~~other financial commitments by~~ the ~~Company.~~Jif ~~The~~Color ~~Dunkin’~~Banner ~~Licenses~~design, ~~are~~the inCafé ~~effect~~Bustelo ~~until~~Angelina ~~January 1~~design, ~~2039. Keurig®~~ and ~~K-Cup®~~the ~~are trademarks of Keurig Green Mountain~~Milk-Bone, ~~Inc.~~Meow ~~(“Keurig”)~~Mix, ~~used~~and ~~with~~Hostess ~~permission~~logos.

~~Slogans~~We orown ~~designs~~many ~~considered~~granted toand bepending ~~important~~patents ~~trademarks include~~worldwide, ~~without~~in ~~limitation,~~addition ~~“With~~to Autilizing ~~Name~~trade ~~Like~~secrets ~~Smucker’s,~~and Itother ~~Has~~proprietary ~~To Be Good®~~know-how,” ~~“The Best Part of Wakin’ Up Is Folgers In Your Cup®~~processes,” ~~“That~~and ~~Jif’ing~~technologies ~~Good®,”~~that ~~“The~~are ~~Only~~not ~~One Cats Ask For~~ registered.

By Name®,” the Smucker’s banner, the Uncrustables Round, Crustless Sandwich design, the Crock Jar shape, the Gingham design, the Jif Color Banner design, the Café Bustelo Angelina design, and the Milk-Bone, Meow Mix, and Hostess logos.

We own many patents worldwide in addition to utilizing proprietary trade secrets, technology, know-how processes, and other intellectual property rights that are not registered.

We consider all of our owned and licensed intellectual property, taken as a whole, to be essential to our business.

Seasonality: The U.S. ~~retail~~Retail ~~market~~and Away From Home reportable segments do not experience significant seasonality, as demand for our products is generally consistent throughout the year. However, the Sweet Baked Snacks reportable segment does experience moderate seasonality, with declines during the early winter period due to the holiday season.

Customers: Sales to Walmart Inc. and subsidiaries amounted to 33 percent of net sales in both 2025 and 2024 and 34 percent of net sales in 2023. These sales are primarily included in our U.S. retail market segments. No other customer exceeded 10 percent of net sales for any year.3

~~During~~Customers: ~~2025,~~Sales ~~our~~to ~~top~~Walmart 10Inc. ~~customers,~~and ~~collectively~~subsidiaries, ~~accounted~~including ~~for~~Sam’s ~~approximately~~Club, 60amounted to 34 percent of ~~consolidated~~ net sales. ~~Supermarkets,~~in ~~warehouse~~2026 ~~clubs,~~ and ~~food~~33 ~~distributors~~percent ~~continue~~of tonet ~~consolidate,~~sales ~~and~~in weboth ~~expect~~2025 ~~that~~and a2024. ~~significant~~These ~~portion~~sales ofare ~~our~~primarily ~~revenues~~included ~~will~~in ~~continue~~our toU.S. beRetail ~~derived~~reportable ~~from a limited number of customers~~segments. ~~Although~~No ~~the~~other ~~loss of any large~~ customer ~~for~~exceeded an10 ~~extended~~percent ~~length~~ of ~~time~~net ~~could negatively impact our~~ sales ~~and profits, we do not anticipate that this will occur to a significant extent due to strong consumer demand~~ for ~~our~~any ~~brands~~year.

During 2026, our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales. Supermarkets, warehouse clubs, and food distributors continue to consolidate, and we expect that a significant portion of our revenues will continue to be derived from a limited number of customers. Although the loss of any large customer for an extended length of time could negatively impact our sales and profits, we do not anticipate that this will occur to a significant extent due to strong consumer demand for our brands.

Government Business: No material portion of our business is subject to renegotiation of profits or termination of contracts at the election of the government.

Competition: Our business is highly competitive as all of our brands compete with other branded products as well as private label products. In order to remain competitive, companies in the food industry need to consider emerging consumer preferences, technological advances, product and packaging innovations, and the growth of certain retail channels, such as the

e-commerce market. The primary ways in which products and brands are distinguished include brand recognition, product quality, price, packaging, new product introductions, nutritional value, convenience, advertising, promotion, and the ability to identify and satisfy consumer preferences. Positive factors pertaining to our competitive position include well-recognized brands, high-quality products, consumer trust, experienced brand and category management, varied product offerings, product innovation, responsive customer service, and an integrated distribution network.

The packaged foods industry has been challenged by a general long-term decline in sales volume in the center of the store. Certain evolving consumer trends have contributed to the longer-term decline, such as a heightened focus on health and wellness, an increased desire for fresh foods, and the growing impact of social media and e-commerce on consumer behavior. To address these dynamics, we continue to focus on innovation with an increased emphasis on products that satisfy evolving consumer trends. ~~However, in recent years, there has been an increase in sales primarily driven by changes in consumer behaviors, including the increased frequency of employees working from home.~~

In addition, private label continues to be a competitor in the categories in which we compete, partially due to improvements in private label quality, the increased emphasis of store brands by retailers in an effort to cultivate customer loyalty, and a movement toward lower-priced offerings during economic downturns or instances of increased inflationary pressures. For the U.S. ~~retail~~Retail ~~market~~and Sweet Baked Snacks reportable segments, private label held a 1514.20 dollar average market share during the 52 weeks ended April 2019, ~~2025~~2026, for the categories in which we compete, as compared to a 13.7 dollar average market share during the same period in the prior year. For the Away From Home reportable segment, private label held a 22.2 dollar average market share during 2026, for the categories in which we compete, as compared to a 22.9 dollar average market share during the prior year. We believe that both private label and leading brands play an important role in the categories in which we compete, appealing to different consumer segments. We closely monitor the price gap, or price premium, between our brands and private label brands, with the view that value is about more than price and the expectation that number one brands will continue to be an integral part of consumers’ shopping baskets.

Our ~~primary~~principal brands and ~~major~~ competitors as of April 30, ~~2025~~2026, are listed below.

Our Primary Products Our Primary Brands Competing Brands Competitors U.S. Retail Coffee Mainstream roast and ground coffee Folgers (A) and Café Bustelo Maxwell House and Yuban The Kraft Heinz Company Private label brands Various McCafé Keurig Dr. Pepper Cafe La Llave F. Gaviña & Sons, Inc. Single serve coffee – K-Cup® Dunkin’, Folgers, and Café Bustelo Private label brands Various Green Mountain Coffee (A), Donut Shop, and McCafé Keurig Dr. Pepper Starbucks Nestlé S.A. Peet’s Coffee & Tea JDE Peet’s N.V. Maxwell House and Gevalia The Kraft Heinz Company Premium coffee Dunkin’ Starbucks (A) and Seattle’s Best Coffee Nestlé S.A. Private label brands Various Peet’s Coffee & Tea JDE Peet’s N.V. Eight O’Clock Tata Global Beverages Limited Community Coffee Community Coffee Company Gevalia The Kraft Heinz Company U.S. Retail Frozen Handheld and Spreads Peanut butter and specialty spreads Jif (A) Private label brands Various Skippy Hormel Foods Corporation Nutella Ferrero SpA Peter Pan Post Holdings, Inc. Fruit spreads Smucker’s (A) Private label brands Various Welch’s Welch Foods Inc. Bonne Maman Andros Foods USA, Inc. Frozen sandwiches and snacks Smucker’s Uncrustables Hot Pockets (A) Nestlé S.A. Totino’s General Mills, Inc. El Monterrey Ruiz Foods Private label brands Various U.S. Retail Pet Foods Mainstream cat food Meow Mix Cat Chow (A), Friskies, Kit & Kaboodle, and Fancy Feast Nestlé Purina PetCare Company Iams and Sheba Mars, Incorporated Pet snacks Milk-Bone (A), Pup-Peroni, and Canine Carry Outs Beggin’ Strips Nestlé Purina PetCare Company Blue Buffalo and Nudges General Mills, Inc. Dentastix, Greenies and Temptations Mars, Incorporated Private label brands Various Sweet Baked Snacks Sweet baked goods Hostess Little Debbie (A) McKee Foods Corporation Entenmann’s Grupo Bimbo, S.A. Private label brands Various, Flower Foods, Inc.


Our Primary Products	Our Primary Brands	Competing Brands	Competitors
U.S. Retail Coffee
Mainstream roast and ground coffee	Folgers (A) and Café Bustelo	Private label brands	Various
		Maxwell House and Yuban	The Kraft Heinz Company
		McCafé	Keurig Dr. Pepper
		Cafe La Llave	F. Gaviña & Sons, Inc.
Single serve coffee	Dunkin’, Folgers, and Café Bustelo	Starbucks and Nespresso	Nestlé S.A.
		Green Mountain Coffee (A), Donut Shop, McCafé, and Peet’s Coffee & Tea	Keurig Dr. Pepper
		Private label brands	Various
		Maxwell House and Gevalia	The Kraft Heinz Company
Premium coffee	Dunkin’	Starbucks (A) and Seattle’s Best Coffee	Nestlé S.A.
		Private label brands	Various
		Peet’s Coffee & Tea	Keurig Dr. Pepper
U.S. Retail Frozen Handheld and Spreads
Peanut butter and specialty spreads	Jif (A)	Private label brands	Various
		Skippy	Hormel Foods Corporation
		Nutella	Ferrero SpA
		Peter Pan	Post Holdings, Inc.
Fruit spreads	Smucker’s (A)	Private label brands	Various
		Welch’s	Welch Foods Inc.
		Bonne Maman	Andros Foods USA, Inc.
Frozen sandwiches and snacks	Uncrustables	Hot Pockets (A)	Nestlé S.A.
		Totino’s	General Mills, Inc.
		El Monterrey	Ruiz Foods
		Private label brands	Various
U.S. Retail Pet Foods
Mainstream cat food	Meow Mix	Cat Chow (A), Friskies, Kit & Kaboodle, and Fancy Feast	Nestlé Purina PetCare Company
		Iams and Sheba	Mars, Incorporated
Pet snacks	Milk-Bone (A), Pup-Peroni, Canine Carry Outs, and Meow Mix	Beggin’ Strips	Nestlé Purina PetCare Company
		Blue Buffalo and Nudges	General Mills, Inc.
		Dentastix, Greenies and Temptations	Mars, Incorporated
		Private label brands	Various
Sweet Baked Snacks
Sweet baked goods	Hostess	Little Debbie (A)	McKee Foods Corporation
		Bon Appetit	Bon Appetit Danish, Inc.
		Entenmann’s	Grupo Bimbo, S.A.
		Private label brands	Various, Flower Foods, Inc.
Away From Home
Foodservice hot beverage	Folgers, 1850®, and Café Bustelo	Starbucks	Nestlé S.A.
		Private label brands	Various
		Nescafé	Nestlé S.A.
Foodservice portion control	Smucker’s and Jif	Private label brands	Various, including Diamond Crystal Brands
		Heinz, Welch’s, and Private Label Brands	The Kraft Heinz Company
Foodservice frozen handheld	Uncrustables	Hot Off the Grill	Integrated Food Service
		Classic Delight	Classic Delight Inc.

International and Away From Home
Foodservice hot beverage	Folgers, 1850®, and Café Bustelo	Starbucks	Nestlé S.A.
		Private label brands	Various
		Nescafé	Société des Produits Nestlé S.A.
Foodservice portion control	Smucker’s and Jif	Private label brands	Various, including Diamond Crystal Brands
		Heinz, Welch’s, and Private Label Brands	The Kraft Heinz Company
Foodservice frozen handheld	Smucker’s Uncrustables	Hot Off the Grill	Integrated Food Service
		Classic Delight	Classic Delight Inc.
Canada coffee	Folgers	Tim Hortons (A)	Restaurant Brands International Inc.
		Maxwell House	The Kraft Heinz Company
		Private label brands	Various
Canada flour	Robin Hood® (A) and Five Roses®	Private label brands	Various

(A) Identifies the current market leader within the product category. In certain categories, the market leader is not identified as two or more brands compete for the largest share.

Government Regulations: Our operations are subject to various regulations and laws administered by federal, state, and local government agencies in the U.S., including the U.S. Food and Drug Administration (the “FDA”), U.S. Federal Trade Commission, U.S. Departments of Agriculture, Commerce, and Labor, and U.S. Environmental Protection Agency. Additionally, we are subject to regulations and laws administered by government agencies in Canada and other countries in which we have operations and our products are sold. In particular, the manufacturing, marketing, transportation, storage, distribution, packaging disposal, and sale of food products are each subject to governmental regulation that is increasingly extensive. Governmental regulation encompasses such matters as ingredients (including whether a product contains bioengineered ingredients or artificial dyes), packaging and disposal of packaging (including extended producer responsibility regulations), labeling (including use of certain terms such as sugar free, healthy, low sodium, and low fat), pricing, advertising, relations with distributors and retailers, health, safety, data privacy and security, and anti-corruption, as well as environmental policies relating to climate change, regulating greenhouse gas emissions, energy, and sustainability, including single-use plastics. We are subject to tax and securities regulations, accounting and reporting standards, and other financial laws and regulations. We rely on legal and operational compliance programs, including in-house and outside counsel, to guide our business in complying with applicable laws and regulations of the countries in which we do business. We believe we are in compliance with such laws and regulations and do not expect continued compliance to have a material impact on our capital expenditures, earnings, or competitive position in 2026. 5

~~Environmental~~Government ~~Matters~~Regulations: ~~Compliance~~Our ~~with~~operations ~~environmental~~are ~~regulations~~subject ~~relating~~ to ~~climate~~various ~~change,~~regulations ~~regulating~~and ~~greenhouse~~laws ~~gas~~administered ~~emissions~~by federal, ~~energy~~state, and ~~sustainability~~local government agencies in the U.S., including ~~single-use~~the ~~plastics~~U.S. Food and Drug Administration (the “FDA”), U.S. Federal Trade Commission, U.S. Departments of Agriculture, Commerce, and ~~prioritizing~~Labor, ~~our~~and ~~environmental~~U.S. ~~sustainability~~Environmental ~~efforts~~Protection Agency. Additionally, we are ~~important~~subject to usregulations asand alaws ~~responsible~~administered ~~corporate~~by ~~citizen.~~government Asagencies ~~such,~~in Canada and other countries in which we have ~~public~~operations ~~goals~~and ~~related~~our toproducts ~~waste~~are ~~diversion~~sold. In particular, ~~water~~the ~~usage~~manufacturing, ~~energy~~marketing, ~~usage~~transportation, ~~greenhouse~~storage, ~~gas~~distribution, ~~emissions~~packaging disposal, and ~~sustainable~~sale ~~packaging.~~of Infood ~~support~~products ofare ~~our~~each ~~commitment~~subject to ~~environmental~~governmental ~~sustainability,~~regulation wethat ~~have~~is ~~implemented~~increasingly ~~and~~extensive. ~~manage~~Governmental regulation encompasses such matters as ingredients (including whether a ~~variety~~product ofcontains ~~programs~~bioengineered ~~across~~ingredients ~~our~~or ~~operations~~artificial dyes), packaging and disposal of packaging (including ~~energy~~extended ~~optimization~~producer responsibility regulations), ~~utilization~~labeling (including use of ~~renewable~~certain ~~energy~~terms such as sugar free, ~~water~~healthy, ~~conservation~~low sodium, ~~recycling~~and low fat), pricing, advertising, relations with distributors and retailers, inhealth, ~~our~~safety, ~~supply~~data ~~chains~~privacy and security, weand ~~support~~anti-corruption, ~~projects~~as ~~that~~well ~~increase~~as ~~sustainable~~environmental ~~practices~~policies relating to climate change, regulating greenhouse gas emissions, energy, and sustainability, including single-use plastics and recyclability. We ~~continue~~are subject to ~~evaluate~~tax and ~~modify~~securities regulations, accounting and reporting standards, and other financial laws and regulations. We rely on legal and operational compliance programs, including in-house and outside counsel, to guide our ~~processes~~business in complying with applicable laws and regulations of the countries in which we do business. We believe we are in compliance with such laws and regulations in all material respects and do not expect continued compliance with current laws and regulations to ~~further~~have ~~limit~~a ~~our~~material impact on ~~the~~our ~~environment~~capital expenditures, earnings, or competitive position in 2027.

~~Human~~Environmental ~~Capital Management~~Matters: ~~Our~~Compliance ~~values~~with ~~and~~environmental ~~principles~~laws ~~are~~and ~~rooted in our Basic Beliefs to Be Bold~~regulations, Beincluding ~~Kind,~~those Dorelated ~~the Right Thing, Play~~ to ~~Win,~~climate and ~~Thrive Together~~packaging, ~~which~~and ~~serve as~~ the ~~foundation~~advancement ~~for~~of ~~everything~~environmental wesustainability dois asimportant anto ~~organization~~us. ~~and~~We ~~are~~have ~~clear,~~established ~~concise,~~public ~~and~~goals ~~actionable~~related to ~~help~~waste ~~our~~diversion, ~~employees~~water ~~continue~~and toenergy ~~bring~~use, ~~our~~greenhouse ~~unique~~gas ~~culture~~emissions, toresponsible ~~life~~sourcing, asand ~~our~~sustainable ~~employees~~packaging, ~~are~~and ~~among~~we ~~our~~implement ~~most~~programs ~~important~~across ~~resources. Our employees are critical to~~ our ~~success~~operations ~~as a company,~~ and wesupply ~~are~~chain ~~committed~~intended to ~~supporting~~support ~~them~~more ~~holistically,~~sustainable ~~both~~practices ~~personally~~ and ~~professionally~~regulatory compliance. ~~With~~These ~~over~~efforts ~~8,000~~include ~~full-time~~initiatives ~~employees~~related ~~worldwide, every employee makes a difference~~ to ~~our~~energy ~~Company.~~optimization, Werenewable ~~believe~~electricity ~~our basic belief~~utilization, ~~Thrive~~water ~~Together~~conservation, ~~takes~~and ~~proactive steps to ensure we are enabling our employees to reach their full potential~~recycling. ToWe ~~hold~~continue ~~ourselves accountable, we conduct an employee engagement survey annually~~ to ~~provide~~evaluate ~~an opportunity for open~~ and ~~confidential~~refine ~~feedback from~~ our ~~employees~~processes ~~and~~ to ~~help~~manage ~~guide~~environmental ~~our~~impacts ~~priorities~~and ~~for~~associated ~~the~~costs. ~~upcoming~~The ~~fiscal~~scope, ~~year. Additionally~~timing, weand ~~conduct~~effectiveness ~~functional~~of ~~pulse~~these ~~surveys~~efforts asmay ~~needed~~depend ~~to gain additional information based~~ on ~~responses~~factors tooutside ~~the larger engagement survey, or in sub-groups~~ of our ~~employee~~control, ~~population~~including ~~where~~supplier aparticipation, ~~specific~~technology ~~topic~~availability, orregulatory ~~question may be needed. These surveys are supplemented by regular Company Town Halls~~developments, ~~which help to foster an environment of transparency~~ and ~~two-way~~evolving ~~communication.~~measurement ~~Employees~~methodologies ~~have the opportunity to anonymously report violations of the Commitment to Integrity: Our Code (“Code of Conduct”) or complaints regarding accounting, auditing,~~ and ~~financial-related~~data quality.

6Human Capital Management: Our values and principles are rooted in our Basic Beliefs to Be Bold, Be Kind, Do the Right Thing, Play to Win, and Thrive Together, which serve as the foundation for everything we do as an organization and are clear, concise, and actionable to help our employees bring our unique culture to life. Our employees are critical to our success as a company, and we are committed to supporting them holistically, both personally and professionally.

To hold ourselves accountable, we conduct an Employee Engagement Survey to provide an opportunity for open and confidential feedback from our employees and to help guide our priorities. Additionally, we conduct pulse surveys to gain additional information based on responses to the larger engagement survey, or in sub-groups of our employee population where a specific topic or question is needed. These surveys are supplemented by regular Company Town Halls, which seek to align all employees with our priorities and help foster transparency. Employees can anonymously report potential violations of the Commitment to Integrity: Our Code (“Code of Conduct”) or complaints regarding accounting, auditing, and financial-related matters through our Integrity Portal (“Portal”). The Portal also can be utilized by customers, contractors, vendors, and their employees, as well as any others in a business relationship with our Company. To further support our commitment to ethics and our ~~basic belief,~~ Do the Right Thing basic belief, our employees are also asked to participate in Ethics and Compliance Surveys, to help us understand our strengths and identify opportunities for future ethics and compliance programs and training. We track our ~~progress in the~~ Ethics and Compliance ~~space~~progress through ongoing assessments of our internal programs and through our Ethics and Compliance Survey,. asWe ~~well as through dedicated questions included in our annual Employee Engagement Survey, and we~~ are pleased to share that our Company was ~~once again~~ recognized in ~~2025~~2026 as one of the World’s Most Ethical Companies by Ethisphere, a global leader in business ethics, for a third consecutive year.

In conjunction with our Thrive Together basic belief, ~~Thrive Together,~~ we continue to advance ~~on our~~ three business imperatives that have guided our ~~work~~culture for many years:

•To foster a safe, welcoming, and respectful workplace consistent with Our Commitment to Each Other and our Basic Beliefs;

•To cultivate and develop a workforce that reflects the consumers we serve and the communities in which we live and work; and

•To drive business growth while also helping our Company’s constituents thrive.

Our Thrive Together basic belief is authentic to who we are and consists of five pillars: (1) community, (2) career, (3) health and wellness, (4) financial, and (5) family – each meant to support our employees’ varied interests and needs.

Community: We believe having a culture that supports all employees allows us to attract and retain talented professionals with unique skills, ~~thoughts~~perspectives, and experiences across our business while helping them cultivate deeper connections at work, home, and in our communities. In support of our business imperatives, we have made important progress on our commitment to create an environment where our employees are supported, differences are truly celebrated, and individuality is appreciated. We have established employee resource groups, which are employee-led groups that represent a unique community and welcome all employees to join as either a member or ally.

Supporting the communities where we live and work has been a Company priority since our inception and is aligned with our ~~basic belief,~~ Be Kind basic belief. Through our many partnerships, we are able to understand the needs and support required within our local communities and leverage these relationships to make the connections necessary to offer this critical assistance. This past year we donated more than $109 million to ~~over~~key ~~100 philanthropic~~ partners, including ~~local food banks, the~~ American Red Cross®, ~~United~~Feeding ~~Way~~America®, Greater Good Charities, Military Family Advisory Network, Canine Assistants, and ~~Feeding~~the ~~America®~~Akron Canton Regional Foodbank.

Along with our long-term national partnerships, we also have dedicated programming to support the unique needs of those in our communities. Examples include our consistent support of local food banks;, ~~expanding~~including our ~~work~~donation ~~with~~of ~~Akron~~an ~~Children’s~~approximately ~~Hospital~~19,000 ~~through~~square ~~the~~foot ~~launch~~building ofand ~~the~~over ~~Smucker’s~~30 ~~Berry~~acres ~~Good~~of ~~Reading~~land ~~Program~~ to ~~encourage~~the ~~adolescent~~Akron ~~literacy;~~Canton ~~volunteerism,~~Regional ~~corporate~~Foodbank; ~~donations,~~our ~~and~~work ~~employee~~with ~~engagement~~Akron toChildren’s ~~aid~~Hospital ~~the~~through ~~National Alliance on Mental Illness,~~ the ~~largest~~Smucker’s ~~grassroots~~Berry ~~mental~~Good ~~health~~Reading ~~organization~~Program ~~dedicated~~ to ~~building~~encourage ~~better~~childhood ~~lives for Americans battling mental illness~~literacy; and our brand engagements, such as Milk-Bone which provides funding for Canine Assistants, an organization dedicated to placing service dogs with people who need them most.

We are fortunate to have the expertise and passion of talented employees who help us deliver high-quality products to our customers and consumers across North America and who share our commitment to ensure that people, pets, and communities where we live and work have access to the support and essential resources they need. We believe it is important to celebrate their contributions, including recognizing organizations about which they are especially passionate. One way we do this is through our Company Matching Gift Program, which gives employees the opportunity to donate to partner charities and have their donation matched by the Company, dollar-for-dollar, from a minimum of $51 up to a maximum of $2,500 per calendar year per employee. Furthermore, the Company Matching Gift Program credits our employees’ Smucker Giving accounts for each hour of volunteering done for a non-profit charity, and these funds can be donated to an approved charity of the employee’s choice.

In addition, ~~this past year~~ we ~~coordinated~~continued anto ~~initiative~~coordinate initiatives to evaluate our local market relationships to create more opportunities for us to connect in meaningful and impactful ways. As part of this work, we increased funding from our operational sites to organizations in the communities where we live and work, making a difference for our families, friends, and neighbors.

Career: We strive to foster an environment of growth and continuous learning for our people with a focus on our Play to Win basic belief. We support and challenge our employees to increase their knowledge, skills, and capabilities through all phases of their career. We are proud to have a truly unique culture that we believe is a distinct competitive advantage in our industry. As part of our work to retain this unique culture, we offer numerous learning and development opportunities to support a long and prosperous career for our employees. Our Employee Development programs offer foundational instruction on Company culture and provide employees additional learning opportunities throughout their careers to help them reach their full potential. This is reflected in annual reviews, which allow management and employees to partner and determine specific opportunities for growth within each role through important work, new experiences generated through a dynamic environment, regular feedback, and purposeful development opportunities. Building a career at our Company is fundamental to who we are and is evidenced by our Executive Leadership Team, where 5 of 6 members were promoted from within, and our trailing 12-month turnover remains below the industry average.

In addition, we are committed to providing the tools and resources our employees need to learn, develop, and grow with us, including virtual sessions. A suite of online training and education programs is available to our employees, ranging from role-specific training to education on soft skills and our Company culture. Through these tools and resources, in 2026, we coordinated over 22,700 hours of professional development training for our employees. Our best-in-class “Discovering the Art of Leadership” series, developed in collaboration with Case Western Reserve University, teaches our people managers how to effectively lead teams and develop employees. We dedicate time to developing and coaching our people managers to provide support to our employees holistically. This means promoting resonant leadership and the practice of emotional

~~Career:~~intelligence ~~We strive to foster an environment of growth~~ and ~~continuous~~mindfulness, ~~learning~~so ~~for~~ our people ~~with~~managers ahave ~~focus~~the onknowledge ~~our~~and ~~basic~~tools ~~belief, Play~~ to ~~Win. We~~ support ~~and challenge our employees to increase their knowledge, skills, and capabilities through all phases of their career. We believe that we offer one of~~ the ~~best~~unique ~~cultures~~needs ~~in the food industry. As part~~ of ~~our~~each ~~work to retain this unique culture, we offer numerous learning and development opportunities to support a long and prosperous career for our employees~~employee. Our ~~Employee~~total ~~Development~~rewards ~~programs~~program ~~offer~~also ~~foundational~~includes ~~instruction~~tuition ~~on Company culture and provide employees additional learning opportunities throughout their careers to help them reach their full potential~~assistance. This is reflected in annual reviews, which allow management and employees to partner and determine specific opportunities for growth within each role through important work, new experiences generated through a dynamic environment, regular feedback, and purposeful development opportunities. Building a career at our Company is fundamental to who we are and is evidenced by our Executive Leadership Team, where 4 of 6 members were promoted from within, and our trailing 12-month turnover remains below the industry average. While the current labor market presents significant challenges for employers, we have made differential investments in our talent acquisition tools and programs to help us continue to attract the right candidates.

InCultivating ~~addition,~~an weenvironment ~~are~~for ~~committed~~growth toand ~~providing~~continuous ~~the~~learning ~~tools~~for ~~and resources~~ our employees ~~need~~is toan ~~learn,~~important ~~develop,~~priority ~~and~~of ~~grow~~our ~~with~~Company. usHowever, ~~including virtual sessions. A suite of online training and education programs is available to~~ our ~~employees,~~commitment ~~ranging from role-specific training~~ to education onalso ~~soft~~includes ~~skills and~~ our ~~Company~~communities ~~culture.~~as ~~Through~~evidenced ~~these~~by ~~tools~~our ~~and~~partnerships ~~resources,~~with inorganizations ~~2025,~~passionate weabout ~~coordinated~~improving ~~over~~access ~~27,000~~to ~~hours~~quality ofeducation. ~~professional~~We ~~development~~continue ~~training~~to ~~for~~partner ~~our~~with ~~employees.~~Akron ~~Our~~Children’s ~~best-~~Hospital in~~-class~~ ~~“Discovering~~support ~~the Art~~ of ~~Leadership”~~the ~~series,~~Smucker’s ~~developed~~Berry inGood ~~collaboration~~Reading ~~with Case Western Reserve University~~Program, ~~teaches~~which ~~our~~provides ~~people~~books ~~managers how~~ to ~~effectively~~children ~~lead~~during ~~teams~~annual ~~and~~well ~~develop employees~~visits. We ~~dedicate~~also ~~time~~continue to ~~developing and coaching our people managers to provide~~ support to our ~~employees~~long-time ~~holistically.~~partners ~~This~~including ~~means~~the ~~promoting~~Boys ~~resonant~~& ~~leadership~~Girls ~~and~~Clubs ~~the practice~~ of ~~emotional~~America®, ~~intelligence~~among ~~and mindfulness~~others, sowhich ~~our~~offer ~~people~~programming ~~managers~~focused ~~have~~on ~~the~~childhood ~~knowledge~~growth and ~~tools to support the unique needs of each employee~~development. ~~Our total rewards program also includes tuition assistance.~~

~~Fostering~~Health anand ~~environment~~Wellness: ~~for~~Maintaining ~~growth~~a safe and ~~continuous~~healthy ~~learning~~workplace ~~for~~is among our ~~employees~~top ispriorities anand ~~important~~is ~~priority~~aligned ofwith our ~~Company.~~Do ~~However,~~the ~~our~~Right ~~commitment~~Thing tobasic ~~education~~belief. ~~also~~We ~~includes~~are ~~our~~diligent ~~communities~~in asensuring ~~evidenced~~workforce byhealth ~~our~~and ~~partnerships~~safety ~~with~~through ~~organizations~~education ~~passionate~~and ~~about~~training ~~improving~~which ~~access~~is toprovided ~~quality~~at ~~education~~all locations. WeOur ~~have~~health ~~partnered~~and ~~with~~safety ~~Akron~~internal ~~Children’s~~assessments ~~Hospital~~conducted toat ~~launch~~each ~~the~~of ~~Smucker's~~our ~~Berry~~production ~~Good~~facilities ~~Reading~~quarterly, ~~Program~~as well as periodic external assessments, ~~which~~confirm ~~provides~~our ~~books~~compliance towith ~~children~~safety ~~during~~regulations ~~annual~~and ~~well~~corporate ~~visits~~policies. WeThe ~~also~~teams ~~continue~~document tothe ~~support~~results ~~our~~and ~~long-time~~determine ~~partners~~corrective ~~including~~actions ~~the~~to ~~Boys~~ensure &we ~~Girls~~hold ~~Clubs~~ourselves ofaccountable ~~America®~~for ~~and~~providing ~~Junior~~a ~~Achievement~~safe ~~USA®,~~work ~~among~~environment. ~~others~~During 2026, ~~which~~we ~~offer~~achieved ~~programming~~a ~~focused~~total onrecordable ~~childhood~~incident ~~growth~~rate ~~and~~that ~~development~~is less than half of the national average for our industry peers.

Health and Wellness: Maintaining a safe and healthy workplace is among our top priorities and is aligned with our basic belief, Do the Right Thing. We are diligent in ensuring workforce health and safety through education and training which is provided at all locations. Our health and safety internal assessments conducted at each of our production facilities quarterly, as well as periodic external assessments, confirm our compliance with safety regulations and corporate policies. The teams document the results and determine corrective actions to ensure we hold ourselves accountable for providing a safe work environment. During 2025, we achieved a total recordable incident rate that is less than half of the national average for our industry peers as a result of these efforts.

As part of our focus on well-being, we emphasize the need for our employees to embrace healthy lifestyles. We offer all employees a variety of free and discounted services, as well as educational opportunities, to support their physical, emotional, and financial well-being, including free sessions through our Employee Assistance Program. We also offer onsite conveniences, such as health and wellness centers at several of our locations and a Child Development Center at our corporate headquarters in Orrville, Ohio. In addition, we provide our employees with paid time off to renew and programs to promote workplace flexibility.

~~Further,~~Financial: weIn ~~have~~support ~~continued~~of toour ~~promote~~Be ~~the~~Kind ~~importance~~and ofPlay ~~self-care~~to ~~and~~Win ~~the~~basic ~~availability~~beliefs, ofwe ~~mental~~believe ~~health~~in ~~resources~~paying tofor performance and compensating our employees. Inat ~~recognition~~market ofcompetitive ~~the~~rates ~~need~~and ~~for~~utilizing ~~mental~~performance-based ~~health~~awards ~~resources~~to ~~across~~support ~~society,~~the weoverall ~~have~~well-being ~~partnered~~of ~~with~~our ~~the~~employees. ~~National~~Additionally, ~~Alliance~~we onemploy ~~Mental~~an ~~Health~~incentive program for eligible participants to ~~provide~~reward ~~support~~both ~~for~~shared ~~our~~Company ~~employees~~results and ~~communities~~strong individual performance. ~~Their~~Our ~~mental~~Total ~~health~~Rewards ~~services~~program ~~and~~offers ~~self-care~~competitive, ~~programs~~comprehensive ~~benefit~~benefits ~~our~~to ~~employees~~meet bythe ~~raising~~unique ~~awareness~~needs ~~and~~of ~~providing~~each ~~additional~~employee ~~support~~at ~~and~~each ~~education~~life ~~for~~stage, ~~mental~~including ~~health.~~insurance ~~Additionally,~~coverage weoptions ~~partner~~for ~~with~~domestic ~~The~~partners ~~Village~~in ~~Network~~addition onto ~~their~~married ~~Early~~couples, ~~Childhood~~a ~~Mental~~retirement ~~Health~~savings ~~initiatives.~~program ~~This~~with ~~commitment~~a ~~provides~~Company match, access to ~~important~~spending ~~mental~~accounts ~~health~~ and educational ~~services~~resources, ~~for~~including ~~families~~those ~~and~~available ~~their children~~ from ~~birth~~our partners, to ~~age~~help ~~five~~employees ~~and~~navigate istheir ~~provided~~immediate byfinancial ~~Therapeutic~~needs ~~Childcare~~and ~~Centers~~prepare for long-term financial security.

~~Financial:~~We Inare ~~support~~committed ofto paying our ~~basic~~employees ~~beliefs,~~fairly ~~Be Kind~~ and ~~Play~~equitably. toTo ~~Win~~that end, we ~~believe~~conduct ina ~~paying~~pay ~~for~~equity ~~performance~~analysis ~~and~~each ~~compensating~~year ~~our~~and, ~~employees~~with atthe ~~market~~support ~~competitive~~of ~~rates~~the Compensation and ~~utilizing~~People ~~performance-based~~Committee ~~awards~~of ~~to support~~ the ~~overall~~Board ~~well-being~~ of ~~our~~Directors ~~employees.~~(the ~~Additionally~~“Board”), wemake ~~employ~~necessary anadjustments ~~incentive program for eligible participants~~ to ~~reward~~ensure ~~both~~that ~~shared~~similarly ~~Company~~situated ~~results~~employees ~~and~~are ~~strong~~paid ~~individual performance~~equitably. ~~Our Total Rewards program offers competitive, comprehensive benefits to meet the~~

Family: Our approach to paid time off is competitive with our industry peers. It includes at least three weeks of paid time off (which increases based on an employee’s tenure), 12 paid Company holidays per calendar year, including a floating holiday that can be used at the employee’s discretion to observe occasions aligned with their personal interests and beliefs, 12 weeks of parental leave, and pet bereavement leave. Short-term disability is also available to birth mothers. In addition, our family-building benefits support the desire for all aspiring parents to build their family with enhanced fertility benefits through a third-party partner, as well as enhanced adoption and surrogacy financial support. Our rewards program also addresses the holistic needs of our employees by supporting their physical well-being, providing tools and resources to help them actively take responsibility, share in the cost, and make the best decisions regarding their personal well-being. These programs provide resources that respond to their changing needs throughout their careers, including access to our Child Development Center, pet insurance, paid bereavement leave, and parental leave for both parents.

Additional information regarding our human capital management is available in our 2025 Corporate Impact Report that can be found on our website at investors.jmsmucker.com/overview/default.aspx. Information on our website, including our 2025 Corporate Impact Report, is not incorporated by reference into this Annual Report on Form 10-K.

Information about our Executive Officers: The names, ages as of June 2, 2026, and current positions of our executive officers are listed below. All executive officers serve at the pleasure of the Board, with no fixed term of office.

unique needs of each employee at each life stage, including insurance coverage options for domestic partners in addition to married couples, a retirement savings program with a Company match, access to spending accounts and educational resources, including those available from our partners, to help employees navigate their immediate financial needs and prepare for long-term financial security.


Name	Age	Years with Company	Position	Served as an Officer Since
Mark Smucker	56	28	Chief Executive Officer, President and Chair of the Board (A)	2001
Robert Ferguson	52	18	Chief Product Supply Officer \| Executive Vice President, Coffee, Pet, and Away From Home (B)	2026
Jeannette Knudsen	56	23	Chief Legal Officer and Secretary (C)	2009
Tucker Marshall	50	14	Chief Financial Officer \| Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks (D)	2020
Jill Penrose	53	22	Chief People and Administrative Officer \| Chief of Staff (E)	2014
Katherine Williams	52	—	Chief Marketing Officer (F)	2026

We(A)Mr. Smucker ~~are~~was ~~committed~~elected to ~~paying~~his ~~our~~present ~~employees~~position ~~fairly~~in ~~and~~February ~~equitably.~~2026, Tohaving ~~that~~previously ~~end,~~served weas ~~conduct~~Chief aExecutive ~~pay~~Officer ~~equity~~and ~~analysis~~Chair ~~each~~of ~~year~~the ~~and,~~Board ~~with~~since ~~the~~April ~~support~~2025. ofPrior ~~our~~to ~~Compensation~~that time, he served as President and ~~People~~Chief ~~Committee,~~Executive ~~make~~Officer ~~necessary~~since ~~adjustments~~May to2016 ~~make~~and ~~sure~~assumed ~~that~~the ~~similarly~~additional ~~situated~~role ~~employees~~of ~~are~~Chair ~~paid~~of ~~equitably~~the Board in August 2022.

~~Lastly, we have an established working hours policy to clarify shared expectations but continue to review the professional environment to determine how to effectively manage it~~(B)Mr. AsFerguson wewas ~~looked~~elected ~~at how~~ to ~~address~~his ~~the~~present ~~evolving~~position ~~workplace~~in atFebruary ~~our Company~~2026, ithaving ~~was~~previously ~~important~~served toas usSenior toVice ~~deliver~~President ~~on our employees’ needs~~ and ~~expectations~~General ~~while~~Manager, ~~enabling~~Coffee ~~collaboration~~ and ~~supporting~~Procurement ~~continued~~since ~~productivity~~November ~~to deliver our business objectives~~2023. ToPrior ~~realize this, our corporate workplace model is focused on the idea of presence with purpose. We plan around core weeks, where we encourage employees~~ to bethat ~~in office three days per week. To us~~time, ~~true~~he ~~flexibility~~served isas ~~not~~Senior ~~simply~~Vice ~~establishing~~President ~~a specific number of days in the office,~~ and weGeneral ~~have approached the development of our model based on guiding principles. Employees have shared an appreciation of the balance this model provides~~Manager, ~~allowing~~Pet ~~them~~Food ~~the~~and ~~flexibility~~Pet ~~they~~Snacks ~~desire~~since ~~with~~June ~~the consistent opportunity to engage with colleagues in person, which also remains important to them~~2020. ~~While we are pleased with the results of the working hours policy to date, we will continue to evaluate and adjust, if needed.~~

~~Family: Our approach to paid time off is competitive with our industry peers, which includes at least three weeks of paid time off~~ (~~and increases based on an employee’s tenure~~C),Ms. Knudsen 12was ~~paid~~elected ~~Company holidays per calendar year, including a floating holiday, which can be used at the employee’s discretion~~ to ~~observe~~her ~~and~~present ~~celebrate~~position ~~occasions that align with their personal interests and beliefs, 12 weeks of parental leave,~~ in ~~addition~~September ~~to short-term disability available to birth mothers~~2022, ~~and~~having ~~pet~~served ~~bereavement leave. In addition, our family-building benefits support the desire for all aspiring parents to build their family through enhanced fertility benefits through a third-party partner,~~ as ~~well~~Chief asLegal ~~enhanced adoption~~ and ~~surrogacy~~Compliance ~~financial~~Officer ~~support. Our rewards program also addresses the holistic needs of our employees by supporting their physical well-being, providing tools~~ and ~~resources~~Secretary tosince ~~help~~November ~~them actively take responsibility, share in the cost, and make the best decisions regarding their personal well-being~~2019. These programs provide resources that respond to their changing needs throughout their careers, including access to our Child Development Center, pet insurance, paid bereavement leave, and expanded parental leave for both parents.

~~Additional~~(D)Mr. ~~information~~Marshall ~~regarding~~was ~~our~~elected ~~human~~to ~~capital~~his ~~management~~present isposition ~~available~~ in ~~our~~February ~~2024 Corporate Impact Report that can be found on our website at investors.jmsmucker.com/overview/default.aspx. Information on our website~~2026, ~~including~~having ~~our~~served ~~2024~~as ~~Corporate~~Chief ~~Impact~~Financial ~~Report,~~Officer issince ~~not~~May ~~incorporated by reference into this Annual Report on Form 10-K~~2020.

Name	Age	YearswithCompany	Position	Served asan OfficerSince
Mark Smucker	55	27	Chief Executive Officer and Chair of the Board (A)	2001
John Brase	57	5	President and Chief Operating Officer (B)	2020
Jeannette Knudsen	55	22	Chief Legal Officer and Secretary (C)	2009
Tucker Marshall	49	13	Chief Financial Officer (D)	2020
Jill Penrose	52	21	Chief People and Corporate Services Officer (E)	2014

(E)Ms. Penrose was elected to her present position in February 2026, having served as Chief People and Company Services Officer since March 2023. Prior to that time, she served as Chief People and Administrative Officer since November 2019.

(AF)MrMs. ~~Mark~~ ~~Smucker~~Williams was elected to ~~his~~her present position in ~~April~~February ~~2025~~2026, having previously served as ~~Chair~~Chief ofMarketing ~~the Board~~Officer, ~~President,~~US ~~and~~of ~~Chief~~Haleon ~~Executive~~plc ~~Officer~~ since ~~August~~July 2022. Prior to that time, heshe served as ~~President and~~ Chief ~~Executive~~Marketing Officer, US of GSK plc since ~~May~~November ~~2016~~2020.

(B)Mr. Brase was elected to his present position in April 2025, having previously served as Chief Operating Officer since April 2020. Prior to the time, he served at The Procter & Gamble Company (“P&G”) for 30 years. He was the Vice President and General Manager of P&G’s North American Family Care business from April 2016 through March 2020.

(C)Ms. Knudsen was elected to her present position in September 2022, having served as Chief Legal and Compliance Officer and Secretary since November 2019. Prior to that time, she served as Senior Vice President, General Counsel and Secretary since May 2016.

(D)Mr. Marshall was elected to his present position in May 2020, having served as Senior Vice President and Deputy Chief Financial Officer since November 2019. Prior to that time, he served as Vice President, Finance since May 2016.

(E)Ms. Penrose was elected to her present position in March 2023, having served as Chief People and Administrative Officer since November 2019. Prior to that time, she served as Senior Vice President, Human Resources and Corporate Communications since May 2016.

Available Information: Access to all of our Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is provided, free of charge, on our website (investors.jmsmucker.com/sec-filings) as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.

Item 1A. Risk Factors.

Our business, operations, and financial condition are subject to various risks and uncertainties. The following risk factors should be carefully considered, together with the other information contained or incorporated by reference in this Annual Report on Form 10-K and our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Annual Report. Although the risks are organized and described separately, many of the risks are interrelated. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition, and results of operations.

Risks Related to Our Business

Deterioration of national and global macroeconomic conditions, an economic recession or slow growth, periods of inflation, or economic uncertainty in key markets may adversely affect consumer spending and demand for our products.

National and global macroeconomic conditions can be uncertain and volatile. We have in the past been, and may continue to be, adversely affected by changes in national and global macroeconomic conditions, such as inflation, rising interest rates, tax rates, availability of capital markets, consumer spending rates, energy availability and costs, supply chain challenges (including ~~new~~changes orin ~~increased~~ tariffs ~~imposed by the U.S. and retaliatory tariffs by other countries~~), labor shortages, geopolitical conflicts, the negative impacts caused by pandemics and public health crises, and growing recession risk.

Volatility in financial markets and deterioration of national and global macroeconomic conditions could impact our business and results of operations in a number of ways, including, but not limited to, the following:

•financial instability of our customers and suppliers could result in additional bad debts or non-performance;

•value of our investments in debt and equity securities may decline;

•future volatility or disruption in the capital and credit markets could negatively impact our liquidity or increase costs of borrowing;

•an impairment in the carrying value of goodwill, other intangible assets, or other long-lived assets, or a change in the useful life of finite-lived intangible assets could occur if there are sustained changes in consumer purchasing behaviors, government restrictions, financial results, or a deterioration of macroeconomic conditions;

•volatility in commodity and other input costs could continue due to adverse macroeconomic conditions;

•consumers could choose to purchase private label or competitive products of our lower-priced products as a result of an economic downturn; and

•the timing, duration, and extent of ~~new~~newly orimposed, increased, or reduced tariffs imposed by the U.S. on imports and exports and the expected retaliatory measures by other countries on U.S. goods and the impact on our business are uncertain.

These and other impacts of global and national macroeconomic conditions could also heighten many of the other risk factors discussed in this section. Our sensitivity to economic cycles and any related fluctuation in consumer demand could negatively impact our business, results of operations, financial condition, and liquidity.

Our stated strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in attractive categories. We have historically made strategic acquisitions of brands and businesses and may do so in the future in support of this strategy. If we are unable to complete acquisitions or successfully integrate and develop acquired businesses, including the effective management of integration and related restructuring costs, we could fail to achieve the anticipated synergies and cost savings, or the expected increases in revenues and operating results. Additional acquisition risks include the diversion of management’s attention from our existing business, potential loss of key employees, suppliers, or consumers from the acquired business, assumption of unknown risks and liabilities, and greater than anticipated operating costs of the acquired business. Any of these factors could have a material adverse effect on our financial results.

In particular, the anticipated benefits of our acquisition of Hostess Brands depend in part on our ability to maintain operational stability and continue executing ongoing optimization initiatives. The Hostess Brands business has been substantially integrated into our operations; however, managing a larger and more complex organization requires continued management attention. We may encounter execution-related challenges or be affected by adverse economic, market, consumer trends, or other conditions that could limit our ability to fully realize the anticipated long-term benefits of the acquisition, which could adversely affect our results of operations or cash flows, delay or reduce the accretive impact of the transaction, and negatively impact the market price of our common shares.

In addition, we have made strategic divestitures of brands and businesses, including the divestitures of certain Sweet Baked Snacks value brands, and the Voortman, Canada condiment, and Sahale Snacks businesses, among others, and we may continue to do so in the future. If we are unable to complete divestitures or successfully transition divested businesses, including the effective management of the related separation and stranded overhead costs, transition services, and the maintenance of relationships with customers, suppliers, and other business partners, our business and financial results could be negatively impacted. Further, we may incur asset impairment charges related to divestitures that reduce our profitability. Divestitures and related restructuring and integration costs require a significant amount of management and operational resources. These additional demands could divert management’s attention from core business operations, potentially adversely impacting existing business relationships and employee morale, resulting in negative impacts on our financial performance. For more information, see Note 2: Acquisition, Note 3: Divestitures, and Note 4: Special Project Costs.

Our operations are subject to the general risks associated with acquisitions, divestitures, and restructuring programs. Specifically, we may not realize all of the anticipated benefits of the acquisition of Hostess Brands, or those benefits may take longer to realize than expected. We may also encounter significant unexpected difficulties in integrating the Hostess Brands business and may be unable to effectively manage stranded overhead resulting from recent divestitures.

Our stated strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in growing categories. We have historically made strategic acquisitions of brands and businesses and intend to do so in the future in support of this strategy. If we are unable to complete acquisitions or successfully integrate and develop acquired businesses, including the effective management of integration and related restructuring costs, we could fail to achieve the anticipated synergies and cost savings, or the expected increases in revenues and operating results. Additional acquisition risks include the diversion of management attention from our existing business, potential loss of key employees, suppliers, or consumers from the acquired business, assumption of unknown risks and liabilities, and greater than anticipated operating costs of the acquired business. Any of these factors could have a material adverse effect on our financial results.

In particular, our ability to realize the anticipated benefits of the acquisition of Hostess Brands will depend on our ability to achieve synergies and cost savings, while overcoming executional hurdles. The combination of two independent businesses is a complex, costly, and time-consuming process. As a result, management has devoted a significant amount of time and attention to integrate the Hostess Brands’ business into our Company and resolve operational difficulties. The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the acquisition. Our failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the transaction, and negatively impact the price of our common shares.

Specifically, the difficulties of combining the operations of Hostess Brands with our business include, among others:

•the diversion of management’s attention to acquisition matters;

•difficulty in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from combining the Hostess Brands business with our business;

•difficulties in managing the expanded operations of a significantly larger and more complex company;

•challenges in keeping existing customers and obtaining new customers;

•challenges in attracting and retaining key personnel;

•unanticipated expenses resulting from integration activities and disputes with third parties; and

•unanticipated liabilities, such as environmental liabilities resulting from contamination at our properties or those of third parties.

In addition, we have made strategic divestitures of brands and businesses, including the recent divestitures of certain Sweet Baked Snacks value brands and the Voortman business, as well as past divestitures of the Canada condiment and Sahale Snacks businesses, and certain pet food brands, among others, and we may continue to do so in the future. If we are unable to complete divestitures or successfully transition divested businesses, including the effective management of the related separation and stranded overhead costs, transition services, and the maintenance of relationships with customers, suppliers, and other business partners, our business and financial results could be negatively impacted. Further, we may incur asset impairment charges related to divestitures that reduce our profitability. Divestitures and related restructuring and integration costs require a significant amount of management and operational resources. These additional demands could divert management’s attention from core business operations, potentially adversely impacting existing business relationships and employee morale, resulting in negative impacts on our financial performance. For more information, see Note 2: Acquisition, Note 3: Divestitures, and Note 4: Special Project Costs.

Our proprietary brands, packaging designs, and manufacturing methods are essential to the value of our business, and the inability to protect our intellectual property could harm the value of our brands and adversely affect our sales and profitability.

The success of our business depends significantly on our brands, know-how, and other intellectual property. We rely on a combination of trademarks, service marks, trade secrets, patents, copyrights, licensing agreements, and similar rights to protect our intellectual property. The success of our growth strategy depends on our continued ability to use our existing trademarks and service marks in order to maintain and increase brand awareness and further develop our brands. If our efforts to protect our intellectual property are not adequate, such as in the event of a cybersecurity incident, if any third party misappropriates or infringes on our intellectual property, or if we are alleged to be misappropriating or infringing on the intellectual property rights of others, the value of our brands may be harmed, which could have a material adverse effect on our business. From time to time, we are engaged in litigation to protect our intellectual property, which could result in substantial costs as well as diversion of management’s attention.

to protect our intellectual property are not adequate, such as in the event of a cybersecurity incident, if any third party misappropriates or infringes on our intellectual property, or if we are alleged to be misappropriating or infringing on the intellectual property rights of others, the value of our brands may be harmed, which could have a material adverse effect on our business. From time to time, we are engaged in litigation to protect our intellectual property, which could result in substantial costs as well as diversion of management attention.

In particular, we consider our proprietary coffee roasting methods essential to the consistent flavor and richness of our coffee products and, therefore, essential to our coffee brands. Because many of the roasting methods we use are considered our trade secrets and not protected by patents, it may be difficult for us to prevent competitors from copying our coffee products if such coffee roasting methods are independently discovered or become generally known in the industry. We also believe that our packaging innovations, such as our AromaSeal™ canisters, are important to the coffee business’ marketing and operational efforts. In addition, we utilize a number of proprietary methods for manufacturing our Uncrustables sandwiches, which we believe are essential to producing high-quality sandwiches that consistently meet consumer expectations. Since the current methods used in making our sandwiches are considered our trade secrets and not protected by patents, it may be difficult for us to prevent competitors from copying our sandwiches if such sandwich-making methods are independently discovered or become generally known in the industry. If our competitors copy or develop more advanced coffee roasting or packaging or sandwich-making methods, the value of our coffee products or Uncrustables brand, respectively, may be diminished, and we could lose customers to our competitors.

In addition, certain of our intellectual property rights, including the Dunkin’ trademarks, are owned by third parties and licensed to us. These trademarks are renegotiated and renewed pursuant to their terms, and if in the future, we are unable to renew or fail to renegotiate the licensing arrangements, then our financial results could be materially and negatively affected.

Loss or interruption of supply from primary or single-source suppliers of raw materials and finished goods could have a disruptive effect on our business and adversely affect our results of operations.

We have elected to source certain raw materials, such as packaging for our Folgers coffee ~~products,~~and ~~as well as our~~ Jif peanut butter brands, ~~and~~ certain finished goods, such as K-Cup® pods, our Pup-Peroni dog snacks, and liquid coffee, from primary or single sources of supply. While we believe that, except as set forth below, alternative sources of these raw materials and finished goods could be obtained on commercially reasonable terms, loss or an extended interruption in supplies from a primary or single-source supplier would result in additional costs, could have a disruptive short-term effect on our business, and could adversely affect our results of operations.

~~Keurig~~KDP is our ~~single-source~~primary supplier ~~for~~of Ksingle-~~Cup®~~serve pods, ~~which~~and ~~are~~the ~~used in its proprietary Keurig® K-Cup® brewing system. In addition, JDE Peet’s N.V. (“JDE Peet’s”) is our~~ single-source supplier ~~for~~of liquid coffee for our Away From Home business,. ~~and~~There ~~there~~ are a limited number of manufacturers, other than ~~JDE~~KDP, ~~Peet’s~~capable ~~that~~of ~~are~~producing ~~able~~liquid tocoffee ~~manufacture~~for ~~liquid~~use ~~coffee~~in our systems. ~~Further~~In addition, Graham Packaging Company, L.P. (“Graham Packaging”) is ~~our~~the single-source supplier for ~~the~~ packaging ofused in our Folgers coffee products. Ifand ~~either~~primary ~~Keurig,~~supplier ~~JDE~~for ~~Peet’s,~~packaging used in our Jif peanut butter products. If KDP or Graham Packaging is unable to supply ~~K-Cup®~~these ~~pods,~~products ~~liquid coffee,~~ or packaging for ~~Folgers coffee products, respectively, to us for~~ any reason, itwe ~~could~~may be ~~difficult~~unable to ~~find~~secure an alternative ~~supplier~~sources ~~for such goods~~ on commercially reasonable terms, which could have a material adverse effect on our results of operations.

Certain of our products are produced at single manufacturing sites.

We have consolidated our production capacity for certain products into single manufacturing sites, including substantially all of our coffee, Milk-Bone dog snacks, and fruit spreads. We could experience a production disruption at these or any of our manufacturing sites resulting in a reduction or elimination of the availability of some of our products. If we are not able to obtain alternate production capability in a timely manner, our business, financial condition, and results of operations could be adversely affected.

A significant interruption in the operation of any of our supply chain or distribution capabilities could have an adverse effect on our business, financial condition, and results of operations.

Our ability and the ability of our third-party suppliers, service providers, distributors, and contract manufacturers to manufacture, distribute, and sell products is critical to our success. A significant interruption in the operation of any of our manufacturing or distribution capabilities, or the manufacturing or distribution capabilities of our suppliers, distributors, or contract manufacturers, or a service failure by a third-party service provider, whether as a result of adverse weather conditions or a natural disaster, fire, or water availability, as a result of climate change or otherwise; work stoppage or labor shortages; cybersecurity breaches; political instability, terrorism, or geopolitical conflicts; pandemic illness; government restrictions or government trade policies (including changes in tariffs); or other causes could significantly impair our ability to operate our business. In particular, substantially all of our coffee production takes place in New Orleans, Louisiana and is subject to risks associated with hurricane and other weather-related events, and some of our production facilities are located in places where tornadoes or wildfires can frequently occur, such as Alabama, Kansas, Arkansas, and California. Failure to take adequate steps to mitigate or insure against the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition, and results of operations. While we insure against many of these events and certain business interruption risks and have policies and procedures to manage business continuity planning, such insurance may not fully compensate us for any losses incurred, and our business continuity plans may not effectively resolve the issues in a timely manner.

shortages; cybersecurity breaches; political instability, terrorism, or geopolitical conflicts; pandemic illness; government restrictions or government trade policies (including new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries); or other causes could significantly impair our ability to operate our business. In particular, substantially all of our coffee production takes place in New Orleans, Louisiana and is subject to risks associated with hurricane and other weather-related events, and some of our production facilities are located in places where tornadoes or wildfires can frequently occur, such as Alabama, Kansas, Arkansas, and California. Failure to take adequate steps to mitigate or insure against the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition, and results of operations. While we insure against many of these events and certain business interruption risks and have policies and procedures to manage business continuity planning, such insurance may not compensate us for any losses incurred and our business continuity plans may not effectively resolve the issues in a timely manner.

Our business could be harmed by strikes or work stoppages.

As of April 30, ~~2025~~2026, 2221 percent of our full-time employees, located at ~~nine~~eight manufacturing locations, are covered by collective bargaining agreements. These contracts vary in term depending on location, with three contracts expiring in ~~2026~~2027, representing approximately 105 percent of our total employees. We cannot be certain that we will be able to renew these collective bargaining agreements on the same or more favorable terms as the current agreements, or at all, without production interruptions caused by labor stoppages. If a strike or work stoppage were to occur in connection with negotiations of a new collective bargaining agreement or as a result of disputes under collective bargaining agreements with labor unions, our business, financial condition, and results of operations could be materially adversely affected.

The success of our business depends substantially on consumer perceptions of our brands.

We are the branded market leader in several categories both in the U.S. and Canada. We believe that maintaining and continually enhancing the value of our brands is critical to the success of our business. Brand value is based, in large part, on consumer perceptions. Success in promoting and enhancing brand value depends on our ability to provide high-quality products that meet consumer needs. Brand value could diminish significantly as a result of a number of factors, such as if we fail to preserve the quality of our products, if there are concerns about the safety of our products, if we are perceived to act in an irresponsible manner, if the Company or our brands otherwise receive negative publicity, if our brands fail to deliver a consistently positive consumer experience, or if our products become unavailable to consumers. The growing use of social and digital media by consumers increases the speed and extent that information and opinions can be shared. Negative or untrue posts or comments about us, partners who we work with, our brands, or products on social or digital media, including content produced by artificial intelligence, could damage our brands and reputation. If we are unable to build and sustain brand equity by offering recognizably superior products, we may be unable to maintain premium pricing over private label products. If our brand values are diminished, our revenues and operating results could be materially adversely affected. In addition, anything that harms the Dunkin’ brand could adversely affect the success of our exclusive licensing agreements with the owner of that brand.

We may not be able to attract, develop, and retain the highly skilled people we need to support our business, and our results could be adversely impacted as a result of increased labor and employee-related expenses.

We depend on the skills and continued service of key employees, including our experienced management team. In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, recruit, hire, train, and retain qualified individuals, including, for example, all levels of skilled labor in our manufacturing facilities or expertise related to emerging technologies, such as artificial intelligence. We compete with other companies both within and outside of our industry for talented people, and we may lose key employees or fail to attract, recruit, train, develop, and retain other talented individuals. Any such loss, failure, or negative perception with respect to these individuals may adversely affect our business or financial results. In addition, activities related to identifying, recruiting, hiring, integrating, and training qualified individuals may require significant time and expense. We may not be able to locate suitable replacements for any key ~~employees who leave or to offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.~~

employees who leave or to offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.

Over the past few years, particularly related to operations, we have experienced an increasingly competitive labor market, lack of skilled labor with advanced capabilities developed over the course of a career, labor inflation, labor shortages in our supply chain as a result of national and global macroeconomic conditions, and like most in the national workforce, an increased demand for greater flexibility and control over work schedules. These challenges have resulted in, and could continue to result in, increased costs and could impact our ability to meet consumer demand, each of which may adversely affect our business and financial results.

We may not realize the benefits we expect from our cost reduction and other cash management initiatives.

We continuously review our operations in an effort to pursue initiatives to reduce costs, increase effectiveness, and optimize cash flow. We may not realize all of the anticipated cost savings or other benefits from such initiatives. Other events and circumstances, such as financial or strategic difficulties, delays, or unexpected costs, may also adversely impact our ability to realize all of the anticipated cost savings or other benefits, or cause us not to realize such cost savings or other benefits on the expected timetable. If we are unable to realize the anticipated benefits, our ability to fund other initiatives may be adversely affected. Finally, the complexity of the implementation may require a substantial amount of management and operational resources. Our management team must successfully execute the administrative and operational changes necessary to achieve the anticipated benefits of the initiatives. These and related demands on our resources may divert the organization’s attention from other business issues, have adverse effects on existing business relationships with suppliers and customers, and impact employee morale. Any failure to implement these initiatives in accordance with our plans could adversely affect our business, operating efficiency, and financial results.

~~During~~In ~~2023,~~order ~~we created a Transformation Office~~ to support our ~~multi-year~~ commitment to ongoing margin enhancement efforts, ~~inclusive~~we ofhave ~~the~~a removal of stranded overhead costs associated with the recent divestitures of certain Sweet Baked Snacks value brands, the Voortman, Canada condiment, and Sahale Snacks businesses, and certain pet food brands. The Transformation Office, which is focused on enterprise-wide continuous improvement strategies to ensure a pipeline of productivity initiatives and profit growth opportunities. It is comprised of cross-functional leaders at every level of our organization who help to establish new ways of working, along with sustainable efficiencies and cost reduction efforts throughout our Company. If we are unable to successfully implement our transformation initiatives, our business and results of operations could be adversely affected.

Our success will depend on our continued ability to produce and successfully market products with extended shelf life.

We have made investments to extend the shelf life of our products, while maintaining such products’ taste, texture, and quality. Extended shelf life (“ESL”) is an important component of our Direct-to-Warehouse model. Our ability to produce and successfully market existing and new products with ESL is important to our success. If we are unable to continue to produce our products with ESL or if such products are not accepted by consumers, we could be forced to make changes to our distribution model or products that could have an adverse effect on our product sales, financial condition, and operating results.

Risks Related to Our Industry

Our operations are subject to the general risks of the food industry.

The food industry is subject to risks posed by food spoilage and contamination, product tampering, mislabeling, food allergens, adulteration of food products resulting in product recall, consumer product liability claims, or regulatory investigations or actions. Our operations could be impacted by both genuine and fictitious claims regarding our products as well as our competitors’ products. In the event of product contamination, tampering, or mislabeling, we may need to recall some of our products. A widespread product recall could result in significant loss due to the cost of conducting a product recall, including destruction of inventory and the loss of sales resulting from the unavailability of product for a period of time. We could also suffer losses from a significant judgment or settlement of a claim or litigation or a regulatory action taken against us. In addition, we could be the target of claims of false or deceptive advertising under U.S. federal and state laws as well as foreign laws, including consumer protection statutes of some states. A significant product recall, a product liability judgment or settlement, a regulatory action, or false advertising claim, involving either us or our competitors, could also result in a loss of consumer confidence in our food products or the food category, and an actual or perceived loss of value of our brands, materially impacting consumer demand.

We are defendants in ongoing consumer litigation associated with a voluntary recall of select Jif peanut butter products initiated in May 2022. The outcome and financial impact of this litigation cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of April 30, 2025, and the likelihood of loss is not considered probable or reasonably estimable.13

Changes in our relationships with significant customers, including the loss of our largest customer, could adversely affect our results of operations.

Sales to Walmart Inc. and subsidiaries, including Sam’s Club, amounted to 3334 percent of net sales in ~~2025~~2026. These sales are primarily included in our U.S. ~~retail~~Retail ~~market~~reportable segments. Trade receivables – net at April 30, ~~2025~~2026, included amounts due from Walmart Inc. and subsidiaries, including Sam’s Club, of $~~172~~187.34, or 2829 percent of the total trade receivables – net balance. During ~~2025~~2026, our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales. We expect that a significant portion of our revenues will continue to be derived from a limited number of customers as the traditional retail grocery environment continues to consolidate and as dollar stores, club stores, and e-commerce retailers have experienced growth. Our customers are generally not contractually obligated to purchase from us as we do not have long-term supply contracts with any of our major customers. These customers make purchase decisions based on a combination of price, promotional support, product quality, consumer demand, customer service performance, their desired inventory levels, and other factors. Changes in customers’ strategies, including a reduction in the number of brands they carry or a shift of shelf space to private label products or other companies’ branded products, may adversely affect sales and profitability. Customers also may respond to price increases by reducing distribution, resulting in reduced sales of our products. Additionally, our customers may face financial or other difficulties that may impact their operations and their purchases from us, which could adversely affect our results of operations. A reduction in sales to one or more major customers could have a material adverse effect on our business, financial condition, and results of operations.

We operate in the competitive food industry and continued demand for our products may be affected by our failure to effectively compete or by changes in consumer preferences.

We face competition across our product lines from other food and snack companies with competition based primarily on product quality, price, packaging, product innovation, nutritional value, ingredient content, taste, convenience, customer service, advertising, promotion, and brand recognition and loyalty. Continued success is dependent on product innovation, the ability to secure and maintain adequate retail shelf space and to compete in new and growing channels, and effective and sufficient trade merchandising, advertising, and marketing programs. In particular, technology-based systems, which give consumers the ability to shop through e-commerce websites and mobile commerce applications, are also significantly altering the retail landscape in many of our markets and intensifying competition by simplifying distribution and lowering barriers to entry. We are committed to serving customers and consumers in e-commerce, transforming our manufacturing, commercial, and corporate operations through digital technologies, and enhancing our data analytics capabilities to develop new commercial insights. However, if we are unable to effectively compete in the expanding e-commerce market, adequately leverage technology to improve operating efficiencies (including artificial intelligence, machine learning, and augmented reality), or develop the data analytics capabilities needed to generate actionable commercial insights, our business performance may be impacted, which may negatively impact our financial condition and results of operations.

Some of our competitors have substantial financial, marketing, and other resources, and competition with them in our various markets, channels, and product lines could cause us to reduce prices, increase marketing or other expenditures, or lose category share. Category share and growth could also be adversely impacted if we are not successful in introducing new products. Introduction of new products and product extensions requires significant development, marketing investment, and consideration of our diverse consumer base. If our products fail to meet consumer preferences, or we fail to introduce new and improved products on a timely basis, then the return on that investment ~~will~~may be less than anticipated and our strategy to grow sales and profits through investment in innovation ~~will~~could be less successful. In addition, if sales generated by new products cause a decline in our sales of our existing products, our financial condition and results of operations could be negatively affected. In order to generate future revenues and profits, we must continue to sell products that appeal to our customers and consumers. Specifically, there are a number of trends in consumer preferences that may impact us and the food industry as a whole, including convenience, flavor variety, an emphasis on health and wellness, including weight management (e.g., the use of medications and dieting), the desire for transparent product labeling, and simple and natural ingredients.

Further, weak economic conditions, recessions, significant inflation, severe or unusual weather events, pandemics, war, and other factors (including ~~new~~changes orin ~~increased~~ tariffs ~~imposed by the U.S. and retaliatory tariffs by other countries~~) could affect consumer preferences and demand, causing a strain on our supply chain due, in part, to retailers, distributors, or carriers modifying their restocking, fulfillment, or shipping procedures. Failure to respond to these changes could negatively affect our financial condition and results of operations.

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We may be limited in our ability to pass cost increases onto our customers in the form of price increases or may realize a decrease in sales volume to the extent price increases are implemented.

We may not be able to pass some or all of any increases in the price of raw materials, energy, and other input costs (including ~~new~~changes orin ~~increased~~ tariffs ~~imposed by the U.S. and retaliatory tariffs by other countries~~) to our customers by raising prices or decreasing product size. To the extent competitors do not also increase their prices or decrease product size, customers and consumers may choose to purchase competing products, including private label or other lower-priced offerings, which may adversely affect our results of operations or our market share.

Consumers may be less willing or able to pay a price differential for our branded products and may increasingly purchase lower-priced offerings or may forego some purchases altogether, especially during economic downturns or instances of increased inflationary pressures. Retailers may also increase levels of promotional activity for lower-priced offerings as they seek to maintain sales volumes during times of economic uncertainty. Accordingly, sales volumes of our branded products could be reduced or lead to a shift in sales mix toward our lower-margin offerings. As a result, decreased demand for our products or a shift in sales mix toward lower-margin offerings may adversely affect our results of operations or our market share.

We must leverage our brand value to compete against private label products and lower-priced alternative brands.

In nearly all of our product categories, we compete against branded products as well as private label products. Our products must provide higher value and/or quality to our consumers than alternatives, particularly during periods of economic uncertainty, weakness, or inflation. Consumers may not buy our products if relative differences in value and/or quality between our products and private label products change in favor of competitors’ products or if consumers perceive this type of change and choose the lower-priced brands. If consumers prefer private label products, which are typically sold at lower prices, then we could lose category share or sales volumes and/or shift our product mix to lower margin offerings, which could have a material effect on our business, financial position, and results of operations.

Our ability to competitively serve customers depends on the availability of reliable transportation. Increases in logistics and other transportation-related costs could adversely impact our results of operations.

Logistics and other transportation-related costs have a significant impact on our earnings and results of operations. We use multiple forms of transportation, including ships, trucks, railcars, and third-party carriers, to bring our products to market. Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry (including ~~new~~changes orin ~~increased~~ tariffs ~~imposed by the U.S. and retaliatory tariffs by other countries~~), labor shortages in the transportation industry, service failures by third-party service providers, carrier capacity, accidents, natural disasters, inflation, geopolitical conflicts, a pandemic illness, or a cybersecurity breach or attack, may impact our ability to obtain reliable transportation for products. Our procurement of transportation services from a diversified group of carriers and continuous monitoring of our transportation methods could be insufficient to protect us from changes in market demand or carrier capacity. The inability to distribute our products in a cost-effective manner could have a material adverse effect on our ability to serve our customers, our business, financial condition, and results of operations.

Financial Risks

Our results may be adversely impacted as a result of increased cost, limited availability, and/or insufficient quality of raw materials, including commodities and agricultural products.

We and our business partners purchase and use large quantities of many different commodities and agricultural products in the manufacturing of our products, including green coffee, peanuts, flour, sugar, oils, ~~and~~ fats, fruit, and other ingredients. In addition, we and our business partners utilize significant quantities of plastic, glass, metal cans, caps, carton board, and corrugate to package our products and natural gas and fuel oil to manufacture, package, and distribute our products. The prices of these commodities, agricultural-based products, and other materials are subject to volatility and can fluctuate due to conditions that are difficult to predict, including global supply and demand, commodity market fluctuations, crop sizes and yield fluctuations, adverse weather conditions, natural disasters, water supply, pandemic illness, foreign currency fluctuations, investor speculation, trade agreements (including ~~new~~changes orin ~~increased~~ tariffs ~~imposed by the U.S. and retaliatory tariffs by other countries~~), political instability, geopolitical conflicts, consumer demand, general economic conditions (such as inflationary pressures and rising interest rates), and changes in governmental agricultural programs.

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We also compete for certain raw materials, notably corn and soy-based agricultural products, with the biofuels industry, which has resulted in increased prices for these raw materials. Additionally, farm acreage currently devoted to other agricultural products we purchase may be utilized for biofuel crops resulting in higher costs for the other agricultural products we utilize. Although we use futures, basis, options, and fixed price contracts to manage commodity price volatility in some instances, commodity price increases ultimately result in corresponding increases in our raw material and energy costs.

During ~~2025~~2026, we continued to experience materially higher commodity and supply chain costs, including manufacturing, ingredient, and packaging costs, ~~due~~driven toby inflationary pressures, ~~and~~which wemay ~~expect~~persist ~~the~~into ~~pressures~~2027, ofalthough ~~cost~~we ~~inflation~~expect tosome ~~continue~~moderation ~~into~~relative ~~2026~~to prior periods. Although we take measures to mitigate inflation through the use of derivatives and pricing actions, if these measures are not effective, our financial condition, results of operations, and cash flows could be materially adversely affected.

We expect the green coffee commodity markets to ~~continue~~remain ~~to be~~ challenging due to ~~the~~ongoing and significant ~~ongoing~~ price volatility. For example, during 2025, we experienced extreme drought impact, which substantially reduced green coffee production in Brazil. Due to the significance of green coffee to our coffee business, combined with our ability to only partially mitigate future price risk through purchasing practices and hedging activities, significant increases ~~or decreases~~ in the cost of green coffee could have an adverse impact on our profitability, as compared to that of our competitors. In addition, if we are not able to purchase sufficient quantities of green coffee due to any of the above factors or to a worldwide or regional shortage, we may not be able to fulfill the demand for our coffee, which could have a material adverse effect on our business, financial condition, and results of operations.

Our efforts to manage commodity, foreign currency exchange, and other price volatility through derivative instruments could adversely affect our results of operations and financial condition.

We use derivative instruments, including commodity futures and options, to reduce the price volatility associated with anticipated commodity purchases. The extent of our derivative position at any given time depends on our assessment of the markets for these commodities. If we fail to take a derivative position and costs subsequently increase, or if we institute a position and costs subsequently decrease, our costs may be greater than anticipated or higher than our competitors’ costs and our financial results could be adversely affected. In addition, our liquidity may be adversely impacted by the cash margin requirements of the commodity exchanges or the failure of a counterparty to perform in accordance with a contract.

We currently do not qualify any of our commodity or foreign currency exchange derivatives for hedge accounting treatment. We instead mark-to-market our derivatives through the Statements of Consolidated Income (Loss), which results in changes in the fair value of all of our derivatives being immediately recognized in consolidated earnings, resulting in potential volatility in both gross profit and net income (loss). These gains and losses are reported in cost of products sold in our Statements of Consolidated Income (Loss) but are excluded from our segment operating results and non-GAAP earnings until the related inventory is sold, at which time the gains and losses are reclassified to segment profit and non-GAAP earnings. Although this accounting treatment aligns the derivative gains and losses with the underlying exposure being hedged within segment results, it may result in volatility in our consolidated earnings.

Weak financial performance, downgrades in our credit ratings, or disruptions in the financial markets may adversely affect our ability to access capital in the future.

We may need new or additional financing in the future to conduct our operations, expand our business, or refinance existing indebtedness, which would be dependent upon our financial performance. Any downgrade in our credit ratings, particularly our short-term rating, would likely impact the amount of commercial paper we could issue and increase our commercial paper borrowing costs. The liquidity of the overall capital markets and the state of the economy, including the food and beverage industry, may make credit and capital markets more difficult for us to access, even though we have an established revolving credit facility. From time to time, we have relied, and also may rely in the future, on access to financial markets as a source of liquidity for working capital requirements, acquisitions, and general corporate purposes. In particular, our access to funds under our revolving credit facility is dependent on the ability of the financial institutions that are parties to that facility to meet their funding commitments. The obligations of the financial institutions under our revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others. In addition, long-term volatility and disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives, or the failure of significant financial institutions could adversely affect our access to the liquidity needed for our business in the longer term. Such disruptions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our ~~business needs can be arranged. Disruptions in the capital and credit markets could also result in higher interest rates on~~

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business needs can be arranged. Disruptions in the capital and credit markets could also result in higher interest rates on publicly issued debt securities and increased costs under credit facilities. Continuation of these disruptions would increase our interest expense and capital costs and could adversely affect our results of operations and financial position.

Our substantial debt obligations could restrict our operations and financial condition. Additionally, our ability to generate cash to make payments on our indebtedness depends on many factors beyond our control.

As of April 30, ~~2025~~2026, we had $7.70 billion of short-term borrowings and long-term debt. We may also incur additional indebtedness in the future. Our debt service obligations will require us to use a portion of our operating cash flow to pay interest and principal on indebtedness rather than for other corporate purposes, including funding future expansion of our business and ongoing capital expenditures, which could impede our growth. Our substantial indebtedness could have other adverse consequences, including:

•making it more difficult for us to satisfy our financial obligations;

•increasing our vulnerability to adverse economic, regulatory, and industry conditions, and placing us at a disadvantage compared to our competitors that are less leveraged;

•limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions, and general corporate or other purposes;

•exposing us to greater interest rate risk, including the risk to variable borrowings of a rate increase and the risk to fixed borrowings of a rate decrease; and

•changing the outlook or downgrading our public credit ratings by a rating agency.

Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors, many of which are beyond our control. Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness when scheduled payments are due or to fund other liquidity needs. In these circumstances, we may need to refinance all or a portion of our indebtedness on or before maturity. Any refinancing of our debt could be at higher interest rates and may require make-whole payments and compliance with more onerous covenants, which could further restrict our business operations. Our ability to refinance our indebtedness or obtain additional financing would depend on, among other things, our financial condition at the time, restriction in the agreements governing our indebtedness, and the condition of the financial markets and the industry in which we operate. As a result, we may not be able to refinance any of our indebtedness on commercially reasonable terms or at all. Without this financing, we may have to seek additional equity or debt financing or restructure our debt, which could harm our long-term business prospects. Our failure to comply with the terms of any existing or future indebtedness could result in an event of default which, if not cured or waived, could result in the acceleration of the payment of all of our debt.

In addition, there are various covenants and restrictions in our debt and financial instruments. If we fail to comply with any of these requirements, the related indebtedness could become due and payable prior to its stated maturity, and our ability to obtain additional or alternative financing may also be negatively affected.

A material impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.

A significant portion of our assets is composed of goodwill and other intangible assets, the majority of which are not amortized but are reviewed for impairment at least annually on February 1, and more often if indicators of impairment exist. At April 30, ~~2025~~2026, the carrying value of goodwill and other intangible assets totaled $1210.19 billion, compared to total assets of $1716.62 billion and total shareholders’ equity of $65.15 billion. If the carrying value of these assets exceeds the current estimated fair value, the asset would be considered impaired, and this would result in a noncash charge to earnings, which could be material. Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, declining financial performance in comparison to projected results, increased input costs beyond projections, or divestitures of significant brands.

As of April 30, ~~2025~~2026, goodwill and indefinite-lived intangible assets totaled $5.72 billion and $32.86 billion, respectively. The carrying values of the goodwill and indefinite-lived intangible assets were $~~0.5 billion and $1.~~2 ~~billion, respectively, within the Sweet Baked Snacks segment, $2~~.1 billion and $1.3 billion, respectively, within ~~the U.S. Retail Coffee segment, and $1.6 billion and $1.1 billion, respectively, within the~~

the U.S. Retail Coffee reportable segment and $1.6 billion and $1.1 billion, respectively, within the U.S. Retail Pet Foods reportable segment, which represent approximately 80 percent of the total goodwill and indefinite-lived intangible assets as of April 30, 2026. As discussed in additional detail below, the Sweet Baked Snacks reporting unit has no remaining goodwill as a result of the impairment charges recorded during 2026, and the Hostess brand trademark was reclassified as a finite-lived intangible asset.

During the third quarter of 2026, both net sales and segment profit continued to underperform as compared to plan for the Sweet Baked Snacks reportable segment, reflecting sustained challenges in the sweet baked goods category, ongoing executional and operating challenges, and the impact of a dynamic macroeconomic environment, inclusive of continued pressures on consumer discretionary spending and an evolving regulatory environment. Furthermore, we also completed our long-range planning process during the third quarter of 2026, which resulted in a decrease in projected net sales and segment profit for the Sweet Baked Snacks reportable segment compared to the projected financial information used in the previous impairment test during the fourth quarter of 2025. The declines are reflective of both near-term underperformance and long-term expectations for both net sales and segment profit, driven by the sustained reduction in consumer discretionary income due to inflationary pressures and an overall shift in consumer sentiment related to sweet baked goods. In addition, the overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category, led to a further reduction of the projected long-term growth rate and royalty rate for the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

As a result of these declines and the narrow differences between estimated fair values and carrying values as of April 30, 2025, we performed an interim impairment test of the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark. As a result of the interim test, we recognized total pre-tax impairment charges of $961.7 during the third quarter of 2026, of which $507.5 and $454.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively. The goodwill impairment charge represents the full remaining carrying value of the goodwill within the Sweet Baked Snacks reporting unit and the indefinite-lived trademark impairment charge represents the excess of the carrying value over the estimated fair value. These charges were included as noncash charges in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows. As a result of the goodwill impairment charge, we completed an impairment review of the remaining long-lived assets within the Sweet Baked Snacks reporting unit and did not recognize any additional impairment charges. Furthermore, we reassessed the long-term strategic expectations for the Hostess brand, inclusive of the impact of recent category trends, resulting in the reprioritization of our investments in growth brands outside of the reporting unit and the brand being reclassified as a finite-lived intangible asset as of January 31, 2026.

As of February 1, 2026, we completed the annual impairment assessment, in which goodwill was tested for impairment at the reporting unit level for each reporting unit with goodwill as of the annual assessment date. We did not recognize any impairment charges related to our reporting units or indefinite-lived intangible assets as part of our annual evaluation. The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the Pup-Peroni brand within the U.S. Retail Pet Foods reportable segment, which is susceptible to future impairment charges if there is any significant adverse changes in our near- or long-term projections for the brand or macroeconomic conditions.

There were no indicators of impairment during the fourth quarter of 2026, and as a result, we do not believe that any of our remaining reporting units or material indefinite-lived intangible assets are more likely than not impaired as of April 30, 2026. For additional information, refer to Note 7: Goodwill and Other Intangible Assets.

We work with our suppliers to extend our payment terms, a portion of which are then supplemented by a third-party administrator to assist in effectively managing our working capital. If the extension of payment terms is reversed or the financial institution terminates its participation in the program, our ability to maintain acceptable levels of working capital may be adversely affected.

our ~~U.S.~~suppliers, ~~Retail~~including ~~Pet~~amounts ~~Foods~~due ~~segment~~and scheduled payment terms, ~~which~~are ~~represent~~not ~~approximately~~impacted 80by ~~percent~~our ofsuppliers’ ~~the~~decisions ~~total~~to ~~goodwill~~sell ~~and~~amounts ~~indefinite-lived~~under ~~intangible~~these ~~assets~~arrangements. asAs of April 30, 2026 and 2025, $325.1 and $340.4 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers.

During the second quarter of 2025, the disposal group for the Voortman business, inclusive of approximately $251.0 of goodwill within the Sweet Baked Snacks reporting unit that was allocated to the disposal group based on a relative fair value analysis, was classified as held for sale. As a result, a pre-tax loss on the divestiture of $260.8 was recognized and included as a noncash charge in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows. We evaluated whether it was more likely than not that the remaining goodwill of the Sweet Baked Snacks reporting unit was impaired as of October 31, 2024, and concluded that no impairment existed at this date. On December 2, 2024, we completed the divestiture of the Voortman business.

During the third quarter of 2025, we completed the integration of the Hostess Brands business and operations, but continued to face execution challenges from a distribution, merchandising, and competitive standpoint, which resulted in lost market share. Further, the sweet baked goods category continued to face increased inflationary pressures and diminished discretionary income for consumers. These factors were key inputs into our long-range planning process, which was also completed during the third quarter of 2025, and indicated a decline in forecasted net sales and segment profit for the Sweet Baked Snacks reporting unit. As a result, we performed an interim impairment assessment of the Sweet Baked Snacks reporting unit that indicated an estimated fair value significantly below the carrying value of the reporting unit. We also performed an interim impairment assessment of the Hostess brand indefinite-lived trademark. As a result of these assessments, we recognized total pre-tax impairment charges of $1.0 billion during the third quarter of 2025, of which $794.3 and $208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively. These charges were included as noncash charges in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

We completed the annual impairment assessment, in which goodwill was tested for impairment at the reporting unit level for each reporting unit with goodwill as of the annual assessment date. As part of our annual evaluation, we did not recognize any impairment charges related to our reporting units or indefinite-lived intangible assets. The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, as the carrying values approximated estimated fair values due to the impairment charges recognized during the third quarter of 2025.

During the fourth quarter of 2025, we continued to underperform as compared to plan in both net sales and segment profit for the Sweet Baked Snacks segment as a result of ongoing performance challenges from a distribution, merchandising, and competitive standpoint and sustained challenges in the sweet baked goods category. Performance during the fourth quarter of 2025 reflected the impact of a dynamic macroeconomic environment, inclusive of a reduction in discretionary consumer spending and the changing regulatory environment. Furthermore, in conjunction with the recently announced leadership transition, we re-evaluated the strategic priorities for the Sweet Baked Snacks segment to drive growth for the Hostess brand, with a focus on strengthening our portfolio, elevating our execution, and refocusing our strategy to reignite sustainable growth. Following the leadership transition, we revised our financial plan for 2026 as compared to prior expectations, reflecting near-term underperformance, an evolving macroeconomic environment, and updated Sweet Baked Snacks strategic priorities, inclusive of the recently announced closure of the Indianapolis, Indiana manufacturing facility in 2026. The updated financial plan reflects decreased net sales and segment profit, as compared to the projections used in the annual impairment review. The overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category since acquisition, led to a reduction of the forecasted long-term growth rate for the Sweet Baked Snacks reporting unit. As a result of these declines and the narrow differences between estimated fair values and carrying values as of the annual assessment date, we performed an interim impairment assessment of the Sweet Baked Snacks reporting unit that indicated an estimated fair value significantly below the carrying value of the reporting unit. We also performed an interim impairment assessment of the Hostess brand indefinite-lived trademark. As a result of these assessments, we recognized total pre-tax impairment charges of $980.0 during the fourth quarter of 2025, of which $867.3 and $112.7 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively. These charges were included as noncash charges in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

The goodwill and indefinite-lived trademark within the Sweet Baked Snacks segment remain susceptible to future impairment charges. Any significant adverse change in our near- or long-term projections or macroeconomic conditions would result in future impairment charges for the Sweet Baked Snacks reporting unit. There were no other indicators of impairment during the fourth quarter of 2025, and as a result, we do not believe that any of our remaining reporting units or

material indefinite-lived intangible assets are more likely than not impaired as of April 30, 2025. For additional information, refer to Note 7: Goodwill and Other Intangible Assets.

We work with our suppliers to extend our payment terms, which are then supplemented by a third-party administrator to assist in effectively managing our working capital. If the extension of payment terms is reversed or the financial institution terminates its participation in the program, our ability to maintain acceptable levels of working capital may be adversely affected.

As part of ongoing efforts to maximize working capital, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. Payment terms with our suppliers, which we deem to be commercially reasonable, range from 0 to 180 days. We have an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution. Participating suppliers can sell one or more of our payment obligations at their sole discretion, and our rights and obligations to our suppliers are not impacted. We have no economic interest in a supplier’s decision to enter into these agreements. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements. As of April 30, 2025 and 2024, $340.4 and $384.9 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers.

If the financial institution terminates its participation in our supplier financing program and we are unable to modify related consumer payment terms or payment terms are shortened as a result of supplier negotiations, working capital could be adversely affected. In addition, due to terminations or negotiations, we may be unable to secure alternative programs and may have to utilize various financing arrangements for short-term liquidity or increase our long-term debt.

The declaration, payment, and amount of dividends is made at the discretion of our Board and depends on a number of factors.

The declaration, payment, and amount of any dividends is made pursuant to our dividend policy and is subject to the discretion of our Board and depends on various factors, such as our net income (loss), financial condition, cash requirements, future events, and other factors deemed relevant by the Board. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that our Board will not decide to reduce, suspend, or discontinue the payment of dividends at any time in the future. A reduction or elimination of our dividend payments could have a negative effect on our share price.

Risks Related to Regulation and Litigation

We could be subject to adverse publicity or claims from consumers or other stakeholders.

Certain of our products contain ingredients which are the subject of public scrutiny, including the suggestion that consumption may have adverse health effects. Although we strive to respond to consumer preferences and social expectations, we may not be successful in these efforts. An unfavorable report on the effects of ingredients present in our products or packaging, product recalls, or negative publicity or litigation could influence consumer preferences, significantly reduce the demand for our products, and adversely affect our profitability.

We may also be subject to complaints from or litigation by consumers who allege food and beverage-related illness, or other quality, health, advertising, or operational concerns, including that a product is an ultra-processed food or contains certain ingredient(s). Adverse publicity resulting from such allegations could materially adversely affect us, regardless of whether such allegations are true or whether we are ultimately held liable. Additionally, we may be subject to claims, investigations, or litigation under federal or state ingredient, labeling, packaging, or securities laws, including securities class actions arising from our public disclosures, stock price volatility, or other factors, regardless of the merits of such claims. Litigation is expensive, time consuming, and disruptive to management and may result in substantial defense costs, settlements, or judgments, as well as reputational harm and increased scrutiny from regulators and investors. A lawsuit or claim could result in an adverse decision against us, which could have a material adverse effect on our business, financial condition, and results of operations.

Changes in tax, environmental, or other regulations and laws, or their application, or failure to comply with existing licensing, trade, and other regulations and laws could have a material adverse effect on our financial condition.

We are subject to income and other taxes, primarily in the U.S. and Canada, based upon the jurisdictions in which our sales and profits are determined to be earned and taxed. Federal, state, and foreign statutory income tax rates and taxing regimes have been subject to significant change and continue to evolve. Our interpretation of current tax laws and their applicability to our business, as well as any changes to existing laws, can significantly impact our effective income tax rate and deferred tax balances. We are also subject to regular reviews, examinations, and audits by the Internal Revenue Service (the “IRS”) and other taxing authorities with respect to taxes within and outside of the U.S. Although we believe our tax estimates are reasonable, the final outcome of tax controversies could result in material incremental tax liabilities, including interest and penalties. Our effective income tax rate is also influenced by the geography, timing, nature, and magnitude of transactions, such as acquisitions and divestitures, restructuring activities, and impairment charges.

20Our operations are subject to various regulations and laws, in addition to policies and tax laws, administered by federal, state, and local government agencies in the U.S., including the FDA, U.S. Federal Trade Commission, the U.S. Departments of Agriculture, Commerce, and Labor, state regulatory agencies, and other agencies, as well as to regulations and laws administered by government agencies in Canada and other countries in which we have operations and our products are sold.

tax balances. We are also subject to regular reviews, examinations, and audits by the Internal Revenue Service (the “IRS”) and other taxing authorities with respect to taxes within and outside of the U.S. Although we believe our tax estimates are reasonable, the final outcome of tax controversies could result in material incremental tax liabilities, including interest and penalties. Our effective income tax rate is also influenced by the geography, timing, nature, and magnitude of transactions, such as acquisitions and divestitures, restructuring activities, and impairment charges.19

Our operations are subject to various regulations and laws, in addition to tax laws, administered by federal, state, and local government agencies in the U.S., including the FDA, U.S. Federal Trade Commission, the U.S. Departments of Agriculture, Commerce, and Labor, state regulatory agencies, and other agencies, as well as to regulations and laws administered by government agencies in Canada and other countries in which we have operations and our products are sold. In particular, the manufacturing, marketing, transportation, storage, distribution, packaging disposal (including extended producer responsibility regulations), and sale of food products are each subject to ~~governmental regulation that is~~ increasingly extensive governmental regulation. Governmental regulation ~~encompasses~~and policies encompass such matters as ingredients (including whether a product contains bioengineered ingredients, or artificial dyes, and ingredients that are generally recognized as safe), packaging and disposal of packaging, labeling (including use of certain terms such as sugar free, healthy, low sodium, ~~and~~ low fat, and ultra-processed food), pricing, advertising, relations with distributors and retailers, health, safety, data privacy and security, and anti-corruption,. asThere ~~well~~is asalso an increased focus ~~regarding~~on environmental policies, ~~relating~~including to climate change, ~~regulating~~ greenhouse gas emissions, energy policies, ~~and~~ sustainability, ~~including~~and single-use plastics. Additionally, we are routinely subject to new or modified securities regulations, other laws and regulations (including new laws and regulations governing the use of artificial intelligence), and accounting and reporting standards.

The ~~current~~ U.S. ~~presidential~~government ~~administration~~has ~~announced~~recently ~~the~~implemented ~~imposition of~~ significant ~~new~~ tariffs ~~that will be imposed~~ on ~~our~~ imports and exports, which ~~could~~have ~~negatively~~impacted ~~impact~~ international trade relations, ~~result~~and resulted in retaliatory actions by foreign governments. Although certain tariffs were subsequently lifted or invalidated, ~~and~~trade ~~cause~~policy ~~inflationary~~remains ~~pressures~~highly uncertain, and ~~higher~~the ~~costs~~U.S. government may impose new or modified tariffs in the future. The imposition, modification, or reinstatement of such tariffs, inclusive of the impact of potential tariff refunds, and retaliatory measures could have a significant adverse impact on our results of operations, financial position, or cash flows, depending on their timing, degree, and magnitude. Further, we may be required to raise prices for our products to offset the additional costs, which could reduce demand and result in the loss of customers. Additionally, tariffs may harm our competitive position in key markets, as we may be at a disadvantage as compared to our competitors who operate in, or who purchase commodities from, countries that are subject to lesser tariffs.

In the U.S., we are required to comply with federal laws, such as the Federal Food, Drug, and Cosmetic Act, the Food Safety Modernization Act, the Occupational Safety and Health Act, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Tariff Act, laws governing equal employment opportunity, and various other federal statutes and regulations.

We are also subject to various laws and regulations that are continuously evolving in the U.S., Canada, and other jurisdictions regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. For example, inas ~~the~~of ~~U.S.,~~early ~~California~~2026, ~~Colorado,~~20 ~~Connecticut,~~states ~~Delaware,~~in ~~Iowa,~~the ~~Minnesota,~~U.S. ~~Montana, Nebraska, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah, and Virginia all~~ have comprehensive privacy laws in effect that impose privacy obligations on companies that do business in ~~these~~those states, and that collect personal information from certain individuals. In some jurisdictions, these laws impose civil penalties on companies that fail to comply with ~~these~~the associated legal requirements including, in certain cases, a private ~~right~~rights of action for ~~data~~such ~~breaches~~failure. In addition, ~~several~~more ~~other~~ states ~~have~~continue ~~passed similar comprehensive privacy laws that are set~~ to ~~take~~introduce ~~effect in either the second half of calendar year 2025 or in calendar year 2026, and still more states have either already introduced or have~~ corresponding privacy rights bills in committee, which means the scope of applicable privacy laws wemay ~~will be subject to will~~ continue to expand ~~beyond calendar year 2026~~. Therefore, on an ongoing basis, we ~~will~~ continuously evaluate ~~our~~ new privacy obligations and develop additional compliance mechanisms and processes as may be required. There are also a wide range of enforcement agencies at both state and federal levels that can investigate companies for privacy and data security concerns based on general consumer protection laws. ~~Accordingly,~~Failure ~~failure~~ to comply with federal and state laws regarding privacy and security of personal information could expose us to fines and penalties.

Complying with new regulations and laws, or changes to existing regulations and laws, or their application could increase our costs or adversely affect our sales of certain products. In addition, our failure or inability to comply with applicable regulations and laws could subject us to civil remedies, including fines, injunctions, recalls or seizures, and potential criminal sanctions, which could have a material adverse effect on our business and financial condition.

Our international operations expose us to regulatory risks.

In many countries outside of the U.S., particularly in those with developing or emerging economies, it may be common for others to engage in business practices prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act or similar local anti-bribery or anti-corruption laws. These laws generally prohibit companies and their employees, contractors, or agents from making improper payments to government officials for the purpose of obtaining or retaining business. Failure to comply with these laws could subject us to civil and criminal penalties that could have a material adverse effect on our financial condition and results of operations. In addition, the enforcement of remedies in foreign jurisdictions may be less certain, resulting in varying abilities to enforce intellectual property and contractual rights.

Risks associated with corporate responsibility matters may negatively affect our business and operations.

There is a growing focus from certain investors, customers, and other key stakeholders regarding corporate responsibility resulting in an increased emphasis on corporate responsibility ratings. Corporate responsibility ratings are released by a variety of third-party organizations who provide reports on companies in order to measure and assess corporate responsibility performance. We risk damage to our brand and reputation if it is determined that our corporate responsibility procedures or standards do not meet the standards set by our stakeholders. Any failure in our decision-making or related investments regarding corporate responsibility could affect consumer perceptions of our ~~brand~~brands.

Our initiatives may fail to satisfy the varied and differing views of our stakeholders. In recent years, opposing sentiment of corporate responsibility topics or initiatives has gained momentum across the U.S., as several states and Congress have proposed or enacted policies, legislation, or initiatives, and stakeholders have expressed opposing views on corporate responsibility topics and initiatives. In addition, the federal government has recently issued and acted on executive orders, memoranda, and investigations opposing diversity, equity, and inclusion initiatives. Such policies, sentiment, legislation, initiatives, litigation, legal opinions, and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations, litigation, enforcement actions, boycotts, loss of consumer demand, or sustaining reputational harm, which could negatively impact our business and financial results.

Risks associated with climate change and other environmental impacts or legal, regulatory, or market measures to address climate change may negatively affect our business and operations.

As set forth in the Intergovernmental Panel on Climate Change Sixth Assessment Report, global average temperatures are gradually increasing due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere, which have contributed to and are expected to continue contributing to significant changes in weather patterns around the globe and an increase in the frequency and severity of extreme weather and natural disasters. In the event that climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as green coffee, peanuts, oils, ~~and~~ fats, flour, sugar, fruit, and other ingredients. We may also be subjected to decreased availability or less favorable pricing for water or energy as a result of such change, which could impact our manufacturing and distribution operations. In addition, natural disasters, ~~extreme~~severe weather ~~conditions~~events, and other natural conditions may disrupt the productivity of our facilities or the operation of our supply chain, which could increase our insurance or other operating costs or require us to make additional, unplanned capital expenditures. Specifically, in January 2024, a snow and ice storm in the south caused our cat food plant in Decatur, Alabama to be temporarily shut down. Although we consider these to be uncommon events, and we were able to effectively minimize any disruptions through our business continuity planning efforts, extreme weather could disrupt our production in the future, adversely affecting our ability to meet customer deadlines and supply demands.

Additionally, there is an increased focus by foreign, federal, state, and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies, and sustainability, including single-use plastics and recycling instructions. Increased energy or compliance costs and expenses due to the impacts of climate change and additional legal or regulatory requirements regarding climate change designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment could be costly and may cause disruptions in, or an increase in the costs associated with, our manufacturing and distribution facilities, as well as increased supply chain costs. Moreover, compliance with any such legal or regulatory requirements may require us to make significant changes to our business operations, strategy, and reporting. Collecting, measuring, and analyzing information relating to climate change and sustainability matters can be costly, time consuming, dependent on third-party cooperation, and unreliable. Furthermore, methodologies for measuring, tracking, and reporting on climate change and sustainability continue to change over time, which requires our processes and controls for such data to evolve as well.

22Finally, we might fail to effectively address increased attention from the media, shareholders, activists, and other stakeholders on climate change and related environmental sustainability matters. Such failure, or the perception that we have failed to act responsibly with respect to such matters, or to effectively respond to new or additional regulatory requirements regarding climate change, whether or not valid, could result in adverse publicity and negatively affect our business and reputation. In addition, from time to time we establish and publicly announce goals and commitments, including goals to reduce our impact on the environment. For example, in 2022, we established science-based targets for Scope 1, 2, and 3 greenhouse gas emissions. Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control, including evolving regulatory requirements and the availability of suppliers that can meet our sustainability and other standards. Furthermore, standards for tracking and reporting such matters continue to evolve. Our

~~which requires our processes and controls for such data to evolve as well.~~21

Finally, we might fail to effectively address increased attention from the media, shareholders, activists, and other stakeholders on climate change and related environmental sustainability matters. Such failure, or the perception that we have failed to act responsibly with respect to such matters, or to effectively respond to new or additional regulatory requirements regarding climate change, whether or not valid, could result in adverse publicity and negatively affect our business and reputation. In addition, from time to time we establish and publicly announce goals and commitments, including goals to reduce our impact on the environment. For example, in 2022, we established science-based targets for Scope 1, 2, and 3 greenhouse gas emissions. Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control, including evolving regulatory requirements and the availability of suppliers that can meet our sustainability and other standards. Furthermore, standards for tracking and reporting such matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations (including from acquisitions and divestitures), and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. If we fail to achieve, are perceived to have failed to achieve, or are delayed in achieving these goals and commitments, it could negatively affect consumer preference for our products or investor confidence in our stock, as well as expose us to government enforcement actions and private litigation.

General Risk Factors

We may be unable to grow market share of our products.

We operate in the competitive food industry whose growth potential is positively correlated to population growth. Our success depends in part on our ability to drive revenue growth in our brands faster than the population in general. We consider our ability to build and sustain the equity of our brands critical to our market share growth. Since our operations are concentrated in the North American consumer and snacking industry, our success also depends in part on our ability to enhance our portfolio by adding innovative new products. If we do not succeed in these efforts, our market share growth may slow, which could have a material impact on our results of operations.

Market perceptions and stakeholder engagement may impact our stock price and business.

Our stock price may be influenced by a variety of factors, including stakeholder sentiment regarding our industry or Company and differing perspectives on our strategy, governance, or capital allocation. Stakeholders may from time to time engage with us or express perspectives on these matters, which may require management and Board attention and could impact public perceptions about the Company. These factors could adversely affect our business, financial condition, and results of operations.

If our information technology systems fail to perform adequately or we are unable to protect such information technology systems against data corruption or cybersecurity incidents, our operations could be disrupted, and we may suffer financial damage or loss because of lost or misappropriated information.

We rely on information technology (“IT”) networks and systems, including the Internet, to process, transmit, and store electronic information, and the importance of such networks and systems has increased due to our reliance on third-party cloud computing services and many of our employees working remotely. In particular, we depend on our IT infrastructure to effectively manage ~~our~~ business data and support key operational processes, including supply chain, logistics, finance, manufacturing, ~~and other business processes and for~~ digital marketing activities, and electronic communications ~~between~~with Company personnel, ~~and our~~ customers, and suppliers. If we do not allocate and effectively manage the resources necessary to build, sustain, and protect an appropriate technology infrastructure, or we do not effectively implement system upgrades, our business or financial results could be negatively impacted. Furthermore, the rapid evolution of emerging technologies such as artificial intelligence may intensify our cybersecurity risks. We are regularly the target of attempted cyber and other security threats. Therefore, we continuously monitor and update our IT networks and infrastructure to prevent, detect, address, and mitigate the risk of unauthorized access, misuse, computer viruses, phishing attacks, malware, ransomware, social engineering, password theft, physical breaches, and other events that could have a security impact. In addition, the ongoing geopolitical conflicts have heightened the risk of cyberattacks. We invest in industry-standard security technology to protect our data and business processes against the risk of data security breaches and cyber-based attacks. We believe our security technology tools and processes provide adequate measures of protection against security breaches and reduce cybersecurity risks. Nevertheless, despite continued vigilance in these areas, security breaches or system failures of our infrastructure, whether due to attacks by hackers, employee error, or other causes, can create system disruptions, shutdowns, transaction errors, or unauthorized disclosure of confidential or proprietary information. If we are unable to prevent such breaches or failures, our operations could be disrupted, or we may suffer financial damage or loss because of lost or misappropriated information. In addition, the cost to remediate any damages to our IT systems suffered as a result of a cyber-based attack could be significant.

23In addition, if we experience a loss as a result of a cybersecurity incident or other breakdown in technology, we may suffer reputational, competitive, and/or business harm and may be exposed to legal liability and government investigations, which may adversely affect our results of operations or financial condition. The misuse, leakage, or falsification of information could also result in violations of data privacy laws, and we may become subject to legal action and increased regulatory

In addition, if we experience a loss as a result of a cybersecurity incident or other breakdown in technology, we may suffer reputational, competitive, and/or business harm and may be exposed to legal liability and government investigations, which may adversely affect our results of operations or financial condition. The misuse, leakage, or falsification of information could also result in violations of data privacy laws, and we may become subject to legal action and increased regulatory oversight. We could also be required to spend significant financial and other resources to remedy the damage caused by a cybersecurity incident or to repair or replace networks and information.22

~~Further,~~oversight. weWe ~~have~~could ~~outsourced~~also ~~several~~be ITrequired ~~support services and administrative functions, including benefit plan administration and other functions,~~ to ~~third-party~~spend ~~service~~significant ~~providers~~financial and ~~strategic partners and may outsource~~ other ~~functions~~resources ~~in the future~~ to ~~achieve~~remedy ~~cost savings and efficiencies. In addition, certain of our processes rely on third-party cloud computing services. If~~ the ~~service~~damage ~~providers~~caused ~~to which we outsource these functions do not perform effectively, we may not be able to achieve the expected benefits and may have to incur additional costs to correct errors made~~ by ~~such~~a ~~service~~cybersecurity ~~providers.~~incident ~~Depending~~or ~~on the function involved, such errors may also lead~~ to ~~business~~repair ~~disruption, processing inefficiencies, inaccurate financial reporting, the loss of~~ or ~~damage~~replace tonetworks ~~intellectual~~and ~~property through a security breach, the loss of sensitive data through a security breach, or otherwise~~information.

WeFurther, we have outsourced several IT support services and administrative functions to third-party service providers and strategic partners and may ~~face~~outsource ~~complications~~other ~~with~~functions in the ~~design~~future orto ~~implementation~~achieve cost savings and efficiencies. In addition, certain of our ~~new~~processes ~~enterprise~~rely ~~performance~~on ~~management~~third-party ~~(“EPM”)~~cloud ~~system,~~computing services. If the service providers to which we outsource these functions fail to perform adequately or we are unable to protect such information technology systems against data corruption or cybersecurity incidents, we may ~~negatively~~not ~~affect~~be ~~our~~able ~~business~~to achieve the expected benefits and ~~operations~~may have to incur additional costs to correct incidents or errors made by such service providers. Depending on the function involved, such incidents or errors may also result in business disruption, processing inefficiencies, inaccurate financial reporting, or the loss, damage, or unauthorized disclosure of intellectual property or other sensitive data through a security breach.

We ~~rely~~may onface ITcomplications ~~networks~~with ~~and systems to manage our business and operations and occasionally implement new and upgrade our existing IT systems. We are in~~ the ~~process~~design ofor ~~a multi-year~~ implementation of aour new ~~EPM system, inclusive of an~~ enterprise resource planning ~~system~~ (~~i.e., general ledger~~“ERP”), ~~through the use of Oracle Cloud Solutions. The EPM~~ system ~~will replace our existing financial system and is designed to accurately maintain our financial records~~, ~~enhance~~which ~~operational~~may ~~functionality~~negatively ~~and~~affect ~~efficiency, and provide timely information to~~ our management team. The EPM system implementation process has required, and will continue to require, the investment of significant personnel and financial resources over the duration of the project. We anticipate full integration of the EPM system in early 2026. Further, we may not be able to successfully implement the EPM system without experiencing delays, increased costs, and other complications, including potential design defects, miscalculations, testing requirements, and the diversion of management’s attention from day-to-day business ~~operations. If we are unable to successfully design~~ and ~~implement the new EPM system as planned, our financial condition, results of~~ operations~~, and cash flows could be negatively impacted~~. ~~In addition, if the EPM system does not operate as intended, the effectiveness of our internal controls over financial reporting could be adversely affected.~~

We rely on IT networks and systems to manage our business and operations and occasionally implement new and upgrade our existing IT systems. We are in the process of a multi-year implementation of a new ERP system through the use of Oracle Cloud Solutions. The ERP system implementation process has required, and will continue to require, the investment of significant personnel and financial resources over the duration of the project. Further, we may not be able to successfully implement the ERP system without experiencing delays, increased costs, and other complications, including potential design defects, miscalculations, testing requirements, and the diversion of management’s attention from day-to-day business operations. If we are unable to successfully design and implement the new ERP system as planned, our financial condition, results of operations, and cash flows could be negatively impacted. In addition, if the ERP system does not operate as intended, the effectiveness of our internal controls over financial reporting could be adversely affected.

Ongoing geopolitical conflicts and the related disruptions to the global economy could adversely affect our business, financial condition, or results of operations.

~~The~~Geopolitical ~~global~~conflicts ~~economy~~and ~~has~~evolving ~~been~~international ~~negatively~~trade ~~impacted~~and byregulatory ~~the~~conditions ~~ongoing~~have ~~conflicts~~adversely ~~between~~affected, ~~Russia~~ and ~~Ukraine~~may ~~and~~continue ~~Israel~~to ~~and~~adversely ~~Hamas~~affect, asthe ~~well~~global aseconomy ~~rising tensions between China~~ and ~~Taiwan~~financial markets. Governments in ~~the~~various ~~United~~jurisdictions ~~States,~~have ~~United Kingdom~~implemented, and ~~European~~may ~~Union~~continue ~~have~~to ~~imposed~~implement, sanctions, ontrade ~~certain products~~restrictions, ~~industry~~export ~~sectors~~controls, ~~and~~or ~~parties~~other inregulatory ~~Russia~~measures that can disrupt global supply chains and increase costs. ~~Although~~While we do not have ~~any~~ operations in ~~Russia,~~regions ~~Ukraine,~~experiencing ~~Israel,~~geopolitical ~~Palestine~~conflict, ~~China,~~these orconditions ~~Taiwan, we~~ have ~~experienced~~contributed to, and may continue to ~~experience~~contribute ~~shortages in materials and increased costs for transportation~~to, ~~energy,~~the ~~and~~volatility ~~raw materials due~~ in ~~part to~~ the ~~negative~~availability ~~impact~~and cost of ~~the~~raw ~~conflicts~~materials, ontransportation, ~~the~~and ~~global economy~~energy. IfProlonged ~~the~~or ~~conflicts~~escalating ~~continue~~geopolitical ~~for~~conflicts ~~an extended period of time, they~~ could also result in ~~cyberattacks~~cyber incidents, further supply chain disruptions, ~~lower~~reduced consumer confidence and demand, ~~changes in~~ foreign currency exchange ~~rates~~rate volatility, ~~increased~~and ~~trade~~additional barriers ~~and~~to ~~restrictions~~international ~~on global~~ trade,. ~~and~~Any ~~other~~of ~~impacts,~~these ~~which~~factors ~~may~~could adversely affect our business, financial condition, or results of operations~~. These and other impacts of the ongoing conflicts between Russia and Ukraine~~, ~~Israel~~or ~~and~~cash ~~Hamas~~flows, and ~~rising~~may ~~tensions~~exacerbate ~~between China and Taiwan could also heighten many of the~~ other ~~risk~~risks ~~factors~~described ~~discussed~~ in this section.

Item 1B. Unresolved Staff Comments.

None.

2423

Item 1C. Cybersecurity.

Risk Management and Strategy

IT systems and networks are important to our business operations, and we are committed to protecting the privacy, security, and integrity of our data, inclusive of our employee and customer data. We have a comprehensive cybersecurity program in place that is responsible for identifying, preventing, and mitigating data security risks. This program is aligned with the Company’s overall Enterprise Risk Management process.

We actively monitor and update our IT systems and infrastructure to prevent unauthorized access, viruses, phishing, and other security risks. Our cybersecurity program follows the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework standards.

Our security technology tools and processes provide protection against security breaches and reduce cybersecurity risks. Our cybersecurity incident response plan includes procedures for identifying, containing, and responding to incidents. While we continue to invest in our program and capabilities, we cannot guarantee prevention of all incidents.

We depend on IT systems, third-party service providers, and strategic partners to facilitate our business operations. This includes secure handling of personal, confidential, financial, sensitive, proprietary, and other forms of information, as well as enabling our service offerings. Despite continuous efforts to enhance both our and our partners’ cybersecurity defenses, we cannot guarantee the protection of all information systems, products, and service technologies.

While we face regular cybersecurity threats, including ransomware and data breaches, we have not encountered significant incidents during the year ended April 30, ~~2025~~2026. We believe our security measures are adequate, but we acknowledge the rising sophistication of threats. Despite vigilance, system disruptions or unauthorized disclosures remain possible.

Governance and Oversight

The Board actively supports strategy and oversees risk management, drawing on a diverse range of experiences, skills, qualifications, and backgrounds. This includes oversight of cybersecurity matters. The Audit Committee, composed entirely of independent Board members, receives quarterly updates on the Company’s cybersecurity program, which includes recent developments, program improvements, risk analysis, and an annual update on the scenario-based cybersecurity exercise. The Audit Committee also receives periodic updates, as needed, including any cybersecurity events that would require notification to the Audit Committee. The Audit Committee provides quarterly updates to the Board on key cybersecurity activities, and cybersecurity is also reviewed at least annually with the Board. In addition, two of our Audit Committee members, including the Chair, hold a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.

We actively educate our employees about potential cybersecurity threats and actions. Our executive officers and global workforce receive ongoing ~~trainings~~training in response to cyber threats and cybersecurity incidents. We mandate annual completion of our information security training and compliance program, which includes reviewing and acknowledging the Company’s information security policy. All employees also participate in regular security awareness training, which includes data protection principles, general end-user security hygiene, and internal phishing simulations. Additional annual training covers information security topics related to our Code of Conduct and Records Management Policies.

2524

Item 2. Properties.

The table below lists all of our manufacturing and processing facilities at April 30, ~~2025~~2026. All of our properties are maintained and updated on a regular basis, and we continue to make investments for expansion and safety and technological improvements. We believe that the capacity at our existing facilities will be sufficient to sustain current operations and the anticipated near-term growth of our business.

We own all of the properties listed below, except as noted. Additionally, our principal distribution centers in the U.S. include ~~one~~two owned and six leased facilities ~~and one leased facility in Canada~~. Our distribution facilities are in good condition, and we believe that they have sufficient capacity to meet our distribution needs in the near future. We lease ~~three~~four sales and administrative offices in the U.S. and one in Canada. Our corporate headquarters is located in Orrville, Ohio, and our Canadian headquarters is located in Markham, Ontario.

Locations Products Produced/Processed/Stored Primary Reportable Segment Arkadelphia, Arkansas (A) Sweet baked goods Sweet Baked Snacks Buffalo, New York Dog snacks U.S. Retail Pet Foods Columbus, Georgia (A) Sweet baked goods Sweet Baked Snacks Decatur, Alabama Cat food U.S. Retail Pet Foods Emporia, Kansas Sweet baked goods Sweet Baked Snacks Grandview, Washington Fruit U.S. Retail Frozen Handheld and Spreads Indianapolis, Indiana (AB) Sweet baked goods Sweet Baked Snacks Lexington, Kentucky Peanut butter U.S. Retail Frozen Handheld and Spreads Longmont, Colorado Frozen sandwiches U.S. Retail Frozen Handheld and Spreads McCalla, Alabama ~~(B)~~ Frozen sandwiches U.S. Retail Frozen Handheld and Spreads Memphis, Tennessee Peanut butter and fruit spreads U.S. Retail Frozen Handheld and Spreads New Bethlehem, Pennsylvania Peanut butter and combination peanut butter and jelly products U.S. Retail Frozen Handheld and Spreads New Orleans, Louisiana (four facilities) (C) Coffee U.S. Retail Coffee Orrville, Ohio Fruit spreads, toppings, and syrups U.S. Retail Frozen Handheld and Spreads Oxnard, California Fruit U.S. Retail Frozen Handheld and Spreads Scottsville, Kentucky Frozen sandwiches U.S. Retail Frozen Handheld and Spreads Sherbrooke, Quebec Canned milk Other (D) Topeka, Kansas ~~(E)~~ Dry ~~dog and~~ cat food and dog and cat snacks U.S. Retail Pet Foods

(A)OnThe ~~May 27~~Arkadelphia, ~~2025~~Arkansas and Columbus, weGeorgia ~~announced~~bakeries ~~plans~~are subject to ~~close~~bond ~~our~~and ~~Indianapolis,~~lease ~~Indiana~~agreements ~~manufacturing~~in ~~facility,~~ which ~~manufactures~~we ~~Hostess~~have ~~branded~~elected ~~products~~the right of offset, and ~~consolidate~~therefore ~~operations~~are ~~into~~treated ~~other~~as ~~existing~~if ~~facilities~~the byproperties ~~early~~are ~~calendar~~owned. ~~year~~Additionally, ~~2026~~the tofacilities ~~further~~are ~~optimize~~available ~~operations~~to ~~for~~purchase ~~our~~by ~~Sweet~~the ~~Baked~~Company ~~Snacks~~for ~~segment~~a nominal amount.

(B)~~Our~~During ~~new~~2026, ~~McCalla~~we ~~facility~~closed ~~helps~~our ~~meet~~Indianapolis, ~~growing~~Indiana ~~demand~~manufacturing ~~for~~facility, ~~Uncrustables~~which ~~sandwiches~~manufactured Hostess branded products, and ~~complements~~consolidated ~~our~~operations into other existing facilities into ~~Longmont~~further ~~and~~optimize ~~Scottsville~~operations within our Sweet Baked Snacks reportable segment. ~~Production~~We atanticipate the ~~McCalla~~sale of this manufacturing facility ~~began~~to inbe ~~October~~completed ~~2024.~~in 2027.

(C)We lease our coffee silo facility in New Orleans.

(D)Represents the ~~combined~~ International ~~and Away From Home~~ operating ~~segments~~segment.

(E)Our Topeka facility produced dry dog food through the end of 2025 under a contract manufacturing agreement as part of the divestiture of certain pet food brands.

Item 3. Legal Proceedings.

The information required for this Item is incorporated herein by reference to Note 16: Contingencies in Part II, Item 8 in this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures.

Not applicable.

2625

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common shares are listed on the New York Stock Exchange – ticker symbol SJM. There were ~~531~~332,~~057~~277 shareholders of record as of June 112, ~~2025~~2026, of which 2826,~~467~~935 were registered holders of common shares.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers: The following table presents the total number of shares of common stock purchased during the fourth quarter of 2026, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:

Period	(a)	(b)		(c)	(d)
	Total number of sharespurchased	Averageprice paid per share		Total number of sharespurchased as partof publicly announced plans or programs	Maximum number (or approximatedollar value) of shares that mayyet be purchased underthe plans or programs
	Total Number of SharesPurchased	AveragePrice Paid Per Share		Total Number of SharesPurchased as Partof Publicly Announced Plans or Programs	Maximum Number (or ApproximateDollar Value) of Shares That MayYet Be Purchased Underthe Plans or Programs
February 1, 2025 - February 28, 2025	—	$	—	—	1,111,472
February 1, 2026 - February 28, 2026	203	$	109.35	—	1,111,472
March 1, 2025 - March 31, 2025	1,040	114.44		—	1,111,472
March 1, 2026 - March 31, 2026	4,970	103.45		—	1,111,472
April 1, 2025 - April 30, 2025	1,438	116.76		—	1,111,472
April 1, 2026 - April 30, 2026	33	93.51		—	1,111,472
Total	25,~~478~~206	$	~~115~~103.7962	—	1,111,472

(a) Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.

(d) As of April 30, ~~2025~~2026, there were approximately 1.1 million common shares remaining available for repurchase pursuant to the Board’s authorizations.

Comparison of Cumulative Total Return: The following graph compares the cumulative total shareholder return for the five years ended April 30, ~~2025~~2026, for our common shares, the Standard & Poor’s (“S&P”) Packaged Foods & Meats Index, and the S&P 500 Index. These figures assume all dividends are reinvested when received and are based on $100.00 invested in our common shares and the referenced index funds on April 30, ~~2020~~2021.

	April 30,
	2020		2021		2022		2023		2024		2025
	2021		2022		2023		2024		2025		2026
The J. M. Smucker Company	$	100.00	$	~~117~~107.5864	$	~~126~~124.5686	$	~~146~~95.8189	$	~~112~~100.7491	$	~~118~~88.6548
S&P Packaged Foods & Meats	100.00		~~117~~112.5954		~~132~~125.3337		~~147~~111.4219		~~130~~104.7531		~~122~~91.6555
S&P 500	100.00		~~145~~100.9821		~~146~~102.2988		~~150~~126.1920		~~184~~141.2346		~~206~~185.5139

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Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Dollars and shares in millions, unless otherwise noted, except per share data)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide an understanding of our results of operations, financial condition, and cash flows by focusing on changes in certain key measures from year to year, and should be read in conjunction with our consolidated financial statements and the accompanying notes presented in Item 8. “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in Item 1A. “Risk Factors” in this Annual Report on Form 10-K.

10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in Item 1A. “Risk Factors” in this Annual Report on Form 10-K.

Company Background

At The J. M. Smucker Co., it is our privilege to make food people and pets love by offering a diverse family of brands available across North America. We are proud to lead in the coffee, peanut butter, fruit spreads, frozen handheld, sweet baked goods, dog snacks, and cat food categories by offering brands consumers trust for themselves and their families each day, including Folgers, Dunkin’, Café Bustelo, Jif, Uncrustables, Smucker’s, Hostess, Milk-Bone, and Meow Mix. Through our unwavering commitment to producing quality products, operating responsibly and ethically, and delivering on our Purpose, we will continue to grow our business while making a positive impact on society.

We have ~~four~~five reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, ~~and~~ Sweet Baked Snacks., ~~These segments in total comprised 86 percent of consolidated net sales in 2025~~ and ~~represent~~Away aFrom ~~major portion of our strategic focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America~~Home. Products within our U.S. ~~retail~~Retail ~~market~~reportable segments are primarily sold through a combination of direct sales and brokers to food retailers, club stores, discount and dollar stores, online retailers, pet specialty stores, drug stores, military commissaries, mass merchandisers, and distributors. The Sweet Baked Snacks reportable segment includes products distributed across all channels, both domestically and in foreign countries, such as supermarket chains, convenience stores, national mass retailers, discount and dollar stores, club stores, the vending channel, drug stores, and military commissaries. ~~International~~The ~~and~~ Away From Home reportable segment includes the sale of all products ~~that are distributed in foreign countries through retail channels, as well as~~ domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).

Strategic Overview

We remain rooted in our Basic Beliefs to Be Bold, Be Kind, Do the Right Thing, Play to Win, and Thrive Together. Our Basic Beliefs are the core of our unique corporate culture, serving as the foundation for decision-making and how we interact with our colleagues and partners. While our Basic Beliefs have evolved over time as we have grown, we remain unwavering in our commitment to these core values and recognize how we are called to act upon them will continue to transform as the world around us does. In addition, we have been led by five generations of family leadership, having had only six chief executive officers in over 125 years. This continuity of management and thought extends to the broader leadership team that embodies the values and embraces the business practices that have contributed to our consistent growth.

Our strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in ~~growing~~attractive categories. ~~This~~It ~~vision~~provides isclear ~~our~~ long-term direction, ~~that~~aligning ~~guides~~the ~~business~~organization ~~priorities~~ and ~~aligns~~guiding ~~our~~business ~~organization~~priorities. As a ~~company~~Company of ~~iconic~~#1 and leading brands, ~~and~~complemented ~~new~~by ~~favorites~~emerging, on-trend brands, we will continue to drive balanced, long-term growth, primarily in North America. ~~Further, we will continue to guide the transformation of our business by advancing our strategy of leading in the attractive categories of pet, coffee, and snacking.~~

Our strategic growth objectives include net sales increasing by a low single-digit percentage and operating income excluding non-GAAP adjustments (“adjusted operating income”) increasing by a mid-single-digit percentage on average over the long term. Related to income per diluted share excluding non-GAAP adjustments (“adjusted earnings per share”), our strategic growth objective is to increase by a high single-digit percentage over the long term. We expect organic growth, including new products, to drive much of our top-line growth, while the contribution from acquisitions will vary from year to year. Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, certain divestiture, acquisition, integration, and restructuring costs (“special project costs”), gains and losses on divestitures, the net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), and other infrequently occurring items that do not directly reflect ongoing operating results. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information. Due to a dynamic external environment, we may experience difficulties or be delayed in achieving our long-

2827

cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), and other infrequently occurring items that do not directly reflect ongoing operating results. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information. Due to the unknown and potentially prolonged impact of the inflationary environment and challenged supply network, we may experience difficulties or be delayed in achieving our long-term strategies; however, we continue to evaluate the effects of the macroeconomic environment on our long-term growth objectives.

Over the past five years, both net sales, and adjusted operating income, ~~and adjusted earnings per share~~ increased at a compound annual growth rate of approximately 2 percent, 4while ~~percent,~~adjusted ~~and~~earnings 3per ~~percent,~~share ~~respectively~~was flat. These changes were primarily driven by an increase in net sales from the acquisition of Hostess Brands, partially offset by the reduction in net sales from the divested Voortman business and certain Sweet Baked Snacks value brands in 2025, Sahale Snacks and Canada condiment businesses in 2024, certain pet food brands in 2023, and the private label dry pet food and natural beverage and grains businesses in 2022~~, and the Crisco® and Natural Balance® businesses in 2021~~. Net cash provided by operating activities decreased at a compound annual growth rate of approximately 1 percent over the past five years. Our cash deployment strategy is to balance reinvesting in our business through acquisitions and capital expenditures with returning cash to our shareholders through the payment of dividends and share repurchases. Our current deployment strategy also includes a significant focus on debt repayment.

Acquisition

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands~~. The total purchase consideration in connection with the acquisition was $5.4 billion~~, ~~which reflects an exchange offer of all outstanding shares of Hostess Brands common stock at~~ a price of $34.25 per share, consisting of $30.00 in cash and 0.03002 shares of our common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date. The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2. In addition, we paid $3.9 billion in cash, net of cash acquired, and assumed $991.0 of debt from Hostess Brands and $67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards. New debt of $5.0 billion was borrowed, consisting of $3.5 billion in Senior Notes, an $800.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”), and $700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the acquisition. Hostess Brands is a manufacturer and marketer of sweet baked goods brands, including Hostess Donettes, Twinkies, CupCakes, DingDongs, Zingers, CoffeeCakes, HoHos, Mini Muffins, and Fruit Pies, and the Voortman cookie brand at the acquisition date. In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana; and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois at the acquisition date. ~~During~~The ~~2025,~~total ~~the~~purchase ~~acquired~~consideration ~~business~~in ~~contributed~~connection ~~net~~with ~~sales~~the ofacquisition was $~~1,178~~5.8.4 Webillion, ~~anticipate~~which ~~cost~~reflects ~~synergies~~an exchange offer of ~~approximately~~all ~~$100.0,~~outstanding ~~which~~shares ~~are~~of ~~expected~~Hostess toBrands becommon ~~achieved~~stock byat ~~the~~a ~~end~~price of ~~2026~~$34.25 Toper ~~date~~share, weconsisting ~~have~~of ~~achieved~~$30.00 ~~cost~~in ~~synergies~~cash and 0.03002 shares of ~~approximately~~our ~~$86.0~~common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of ~~which~~Hostess ~~approximately~~Brands ~~$75.0~~common ~~was~~stock ~~achieved~~as ~~during~~of ~~2025~~the transaction date. For additional information, refer to Note 2: Acquisition.

Divestitures

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM. The transaction included certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who supported the business. Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $48.4 and $30.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks reportable segment. Net proceeds from the divestiture were $34.6, inclusive of the final working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $44.2 during 2025, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.On December 2, 2024, we sold the Voortman business to Second Nature. The transaction included products sold under the Voortman brand, inclusive of certain trademarks, a leased manufacturing facility in Burlington, Ontario, and approximately 300 employees who supported the business. Under our ownership, the Voortman business generated net sales of approximately $86.3 and $65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks reportable segment. Net proceeds from the divestiture were $291.4, inclusive of the final working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $265.9 during 2025, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods. The transaction included Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and McLarens pickled onions brands, inclusive of certain trademarks. Under our ownership, these brands generated net sales of $43.8 in 2024, which was included in the International operating segment. Final net proceeds from the divestiture were $25.3, inclusive of a working capital adjustment and cash transaction costs. Upon completion of this transaction during 2024, we recognized a pre-tax loss of $5.7, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

29On November 1, 2023, we sold the Sahale Snacks business to Second Nature. The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand. Under our ownership, the Sahale Snacks brand generated net sales of $24.1 in 2024, primarily included in the U.S. Retail Frozen Handheld and Spreads reportable segment. Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs. Upon completion of this transaction during 2024, we recognized a pre-tax loss of $6.7, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

our ownership, these brands generated net sales of $43.8 and $61.6 in 2024 and 2023, respectively, which were included in the International operating segment. Final net proceeds from the divestiture were $25.3, inclusive of a working capital adjustment and cash transaction costs. Upon completion of this transaction during 2024, we recognized a pre-tax loss of $5.7, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

On November 1, 2023, we sold the Sahale Snacks business to Second Nature. The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand. Under our ownership, the Sahale Snacks brand generated net sales of $24.1 and $48.4 in 2024 and 2023, respectively, primarily included in the U.S. Retail Frozen Handheld and Spreads segment. Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs. Upon completion of this transaction during 2024, we recognized a pre-tax loss of $6.7, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

On April 28, 2023, we sold certain pet food brands to Post. The transaction included the Rachael Ray Nutrish, 9Lives, Kibbles ’n Bits, Nature’s Recipe, and Gravy Train brands, as well as the private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands. Under our ownership, these brands generated net sales of $1.5 billion in 2023, primarily included in the U.S. Retail Pet Foods segment. Final net proceeds from the divestiture were $1.2 billion, consisting of $683.9 in cash, net of a working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction. We recognized a pre-tax loss of $1.0 billion upon completion of this transaction during 2023, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows. During 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss. Furthermore, during 2024, we entered into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock. All 5.4 million shares of Post common stock were settled for $466.3 under the equity forward contract on November 15, 2023. For additional information, see Note 10: Derivative Financial Instruments.

For additional information, refer to Note 3: Divestitures.

Trends Affecting our Business

During ~~2025~~2026, we continued to experience input cost inflation and a dynamic ~~and evolving~~ macroeconomic environment, ~~inclusive~~including of tariffs, regulatory and policy changes, and ~~changes~~shifts in consumer ~~behaviors~~behavior, ~~which~~including wehealth ~~anticipate~~and ~~will~~wellness trends, which could persist into ~~2026~~2027. Further, ~~the~~these higher costs have required price increases across ~~our~~certain ~~business,~~areas ~~and we anticipate the price elasticity~~ of ~~demand~~our ~~could~~business ~~remain~~during ~~elevated into~~ 2026 as consumers ~~continue~~faced ~~to experience~~ broader inflationary pressures and ~~are~~were selective in their spending. In ~~response~~support toof ~~the~~ongoing ~~inflationary~~cost ~~pressures~~management and earnings growth, we ~~continue~~remain tofocused ~~focus~~ on ~~the~~executing ~~delivery of~~ our company-wide transformation initiative, towhich ~~deliberately~~is designed to translate our continuous improvement mindset into sustainable productivity ~~initiatives~~gains. inThese ~~order~~efforts are intended to ~~grow~~expand our profit margins ~~and~~while ~~reinvest~~enabling reinvestment in the Company to ~~enable~~support future growth and cost savings.

~~In addition~~Additionally, ~~it is possible~~ significant ~~disruptions in our~~ supply chain disruptions could ~~occur~~arise if certain geopolitical events continue to impact ~~markets~~global ~~around the world~~markets, including the impact of potential shipping delays ~~due~~driven toby supply and demand imbalances, ~~as well as~~ labor shortages, and tariffs. We ~~also~~ continue to work closely with our customers and external business partners, taking ~~additional~~proactive ~~actions~~measures to ~~ensure~~support safety, ensure business continuity, and maximize product availability. WeProduction ~~have~~has been maintained ~~production~~across at all ~~our~~ facilities, and ~~availability of~~ appointments at distribution centers. ~~Furthermore,~~remain ~~we have implemented measures to manage order volumes to ensure a consistent supply across our retail partners during periods of high demand~~available. However, to the extent that high demand levels or supply chain disruptions delay order fulfillment, we may experience volume loss and elevated penalties. Although we do not have any operations in Russia, Ukraine, Israel, Palestine, China or Taiwan, we continue to monitor the environment for any significant escalation or expansion of economic or supply chain disruptions, including broader inflationary costs and the impact of tariffs, as well as regional or global economic recessions.

~~Overall~~We are closely monitoring ongoing geopolitical conflicts, ~~broad-based~~as ~~supply~~well ~~chain~~as ~~disruptions~~evolving international trade and ~~the~~regulatory ~~impact~~conditions, offor ~~inflation~~any ~~remain~~escalation ~~uncertain~~that could significantly disrupt economic activity or supply chains. WeThese ~~will~~factors ~~continue~~may contribute to ~~evaluate~~broader ~~the~~inflationary ~~nature~~pressures, ~~and~~tariff ~~extent~~impacts, toincreased ~~which~~energy ~~supply~~costs, ~~chain~~or ~~disruptions~~regional and ~~inflation~~global ~~will~~economic ~~impact~~slowdowns. ~~our~~Given ~~business~~these uncertainties, the extent to which inflation and supply chain disruptions, including labor availability and attrition, may affect our business, results of operations, financial condition, and liquidity could be difficult to predict. We will continue to evaluate these factors as conditions evolve.

Results of Operations

This discussion and analysis deals with comparisons of material changes in the consolidated financial statements for the years ended April 30, 2026 and 2025. For the comparisons of the years ended April 30, 2025 and 2024, see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2025 Annual Report on Form 10-K.

	Year Ended April 30,
	2025			2024			% Increase(Decrease)
	2026			2025			% Increase(Decrease)
Net sales	$	89,~~726~~050.19		$	8,~~178~~726.71		74	%
Gross profit	$	3,~~384~~034.75		$	3,~~115~~384.47		9(10)
% of net sales	3833.85		%	38.18		%
Operating income (loss)	$	~~(673~~360.9)2		$	~~1,305~~(673.89)		n/m
% of net sales	(74.7)0		%	16(7.07)		%
Net income (loss):
Net income (loss)	$	(~~1,230~~138.87)		$	~~744~~(1,230.08)		~~n/m~~89
Net income (loss) per common share – assuming dilution	$	(111.5730)		$	7(11.1357)		~~n/m~~89
Adjusted gross profit (A)	$	3,~~335~~159.62		$	3,~~111~~335.6		7(5)
% of net sales	3834.29		%	38.02		%
Adjusted operating income (A)	$	1,~~824~~678.73		$	1,~~636~~824.27		12(8)
% of net sales	2018.95		%	20.09		%
Adjusted income: (A)
Income	$	~~1,078~~977.8		$	1,~~038~~078.08		4(9)
Earnings per share – assuming dilution	$	109.1215		$	910.9412		2(10)

(A)We use non-GAAP financial measures to evaluate our performance. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for a reconciliation to the comparable generally accepted accounting principles (“GAAP”) financial measure.

	Year Ended April 30,
	2025		2024		Increase (Decrease)		%
Net sales	$	8,726.1	$	8,178.7	$	547.4	7	%
Hostess Brands acquisition	(669.3)		—		(669.3)		(8)
Sweet Baked Snacks value brands divestiture	—		(11.2)		11.2		—
Voortman divestiture	—		(54.9)		54.9		1
Canada condiment divestiture	—		(43.8)		43.8		1
Sahale Snacks divestiture	—		(24.1)		24.1		—
Foreign currency exchange	10.7		—		10.7		—
Net sales excluding acquisition, divestitures, and foreign currency exchange (A)	$	8,067.5	$	8,044.7	$	22.8	—	%

Net Sales


	Year Ended April 30,
	2026		2025		Increase (Decrease)		%
Net sales	$	9,050.9	$	8,726.1	$	324.8	4	%

Sweet Baked Snacks value brands divestiture	—		(48.4)		48.4		1
Voortman divestiture	—		(86.3)		86.3		1



Foreign currency exchange	(3.3)		—		(3.3)		—
Net sales excluding divestitures and foreign currency exchange (A)	$	9,047.6	$	8,591.4	$	456.2	5	%

Amounts may not add due to rounding.

(A)Net sales excluding ~~acquisition,~~ divestitures, and foreign currency exchange is a non-GAAP financial measure used to evaluate performance internally. This measure provides useful information to investors because it enables comparison of results on a year-over-year basis.

Net sales in ~~2025~~2026 increased $~~547~~324.48, or 74 percent, which includes ~~incremental net sales in the current year of~~ $~~669.3 related to the Hostess Brands acquisition, partially offset by $~~134.07 of noncomparable net sales in the prior year related to divestitures. Net sales excluding ~~acquisition,~~ divestitures, and foreign currency exchange increased $22456.82. Net price realization contributed 29 percentage points to net sales, ~~reflecting~~primarily driven by higher net pricing for coffee,. ~~partially~~Volume/mix ~~offset~~decreased net sales by ~~lower~~4 ~~net~~percentage ~~pricing~~points, primarily driven by decreases for coffee, sweet baked goods, dog snacks, ~~and~~peanut ~~cat~~butter, ~~food.~~and ~~Volume/mix~~fruit ~~decreased~~spreads, ~~net~~as ~~sales~~well byas 2the ~~percentage~~lapping ~~points,~~of ~~primarily driven by lower~~ contract manufacturing sales related to the divested pet food brands ~~and~~in ~~decreases~~the ~~for~~prior ~~coffee~~year, ~~dog snacks, and sweet baked goods,~~ partially offset by ~~increases~~an increase for Uncrustables sandwiches ~~and cat food~~.

Operating Income (Loss)

The following table presents the components of operating income (loss) as a percentage of net sales.

	Year Ended April 30,
	2025		2024
	2026		2025
Gross profit	3833.85	%	38.18	%
Selling, distribution, and administrative expenses:
Marketing	3.31	%	3.23	%
Advertising	2.10		2.21
Selling	32.09		3.10
Distribution	3.31		3.23
General and administrative	5.94		65.09
Total selling, distribution, and administrative expenses	1716.5	%	17.75	%
Amortization	2.53		2.35
Goodwill impairment charges	195.06		—19.0
Other intangible assets impairment charges	35.70		—3.7
Other special project costs	0.42		10.64
Loss (gain) on divestitures – net	~~3.6~~—		03.26
Other operating expense (income) – net	(0.2)		(0.42)
Operating income (loss)	(74.7)0	%	16(7.07)	%

Amounts may not add due to rounding.

Gross profit ~~increased~~decreased $~~269~~350.32, or 910 percent, in ~~2025~~2026, primarily ~~reflecting~~driven ~~the~~by ~~noncomparable~~higher ~~benefit~~costs, inclusive of ~~Hostess~~commodity ~~Brands~~costs and ~~higher~~tariffs, unfavorable volume/mix, a net ~~price~~unfavorable ~~realization~~impact of derivative gains and losses, ~~partially~~an ~~offset~~increase byin ~~higher~~special project costs, and the noncomparable impact of divestitures, ~~and~~partially ~~unfavorable~~offset ~~volume/mix~~by higher net price realization.

Operating income (loss) ~~decreased~~increased $1,~~979~~034.71, primarily reflecting ~~pre-tax~~a ~~noncash impairment charges of~~ $1~~,661~~.60 ~~and~~billion ~~$320.9~~decrease in impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand ~~indefinite-lived~~ trademark, ~~respectively,~~ the lapping of a $310.1 net pre-tax loss on divestitures, ~~reflecting~~in the ~~$44.2~~prior ~~and $265.9 pre-tax losses on the divestiture of certain Sweet Baked Snacks value brands and the Voortman business~~year, ~~respectively,~~ and ana $8232.84 ~~increase~~decrease in selling, distribution, and administrative (“SD&A”) expenses., ~~These impacts were~~ partially offset by the ~~increase~~decrease in gross profit~~, a $94~~.4 decrease in other special project costs primarily related to integration costs associated with the acquisition of Hostess Brands, and lapping a $39.1 charge in the prior year related to the termination of a supplier agreement.

Our non-GAAP adjustments include the exclusion of amortization expense and impairment charges related to intangible assets, special project costs, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, and other infrequently occurring items that do not directly reflect ongoing operating results. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information. Gross profit excluding non-GAAP adjustments (“adjusted gross profit”), increased $224.0, or 7 percent, as compared to the prior year, primarily reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses and the exclusion of special project costs as compared to GAAP gross profit. Adjusted operating income, which further reflects the exclusion of the noncash impairment charges of $2.0 billion associated with the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, the $310.1 net pre-tax loss on divestitures, and other special project costs as compared to GAAP operating income, increased $188.5, or 12 percent, as compared to the prior year.

losses, and other infrequently occurring items that do not directly reflect ongoing operating results. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information. Gross profit excluding non-GAAP adjustments (“adjusted gross profit”), decreased $176.4, or 5 percent, as compared to the prior year, reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses and special project costs as compared to GAAP gross profit. Adjusted operating income decreased $146.4, or 8 percent, as compared to the prior year, further reflecting the exclusion of amortization expense, noncash impairment charges, the net pre-tax loss on divestitures in the prior year, and other special project costs as compared to GAAP operating income.

Interest Expense

Net interest expense ~~increased~~decreased $~~124~~7.45, or 472 percent, in ~~2025~~2026, primarily due to ~~increased~~reduced ~~interest~~debt ~~expense~~outstanding ~~related~~as tocompared ~~the new Senior Notes issued during 2024~~ to ~~partially finance~~ the ~~acquisition~~prior ~~of Hostess Brands~~year. For additional information, refer to Note 8: Debt and Financing Arrangements.

Income Taxes

Income taxes ~~increased~~decreased $68107.47, or 59 percent, in ~~2025~~2026, as compared to the prior year. The effective income tax rate for ~~2025~~2026 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to the unfavorable permanent impact associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit and state income taxes. ~~and~~The effective income tax rate for 2025 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to the unfavorable permanent impacts associated with the goodwill impairment charges for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, as well as state income taxes, partially offset by favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our CoCompany and certain state legislative changes enacted during the year. We anticipate a full-year effective income tax rate for 2027 to be approximately 24.4 percent. For additional information, refer to Note 14: Income Taxes.

mpany and certain state legislative changes enacted during the year. The effective income tax rate for 2024 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes and unfavorable tax impacts associated with the acquisition of Hostess Brands, partially offset by a favorable tax impact of the sale of the Sahale Snacks business. We anticipate a full-year effective income tax rate for 2026 to be approximately 23.8 percent. For additional information, refer to Note 14: Income Taxes.

Special Project Costs

Divestiture Costs: Total divestiture costs incurred to date related to the divested Sahale Snacks and Canada condiment businesses that were divested in 2024 were $6.4, which included $4.3 and $2.1 of employee-related and other transition and termination costs, respectively, all of which were cash charges. We did not incur any divestiture costs in 2026 and incurred divestiture costs of $0.9 ~~and $5.5~~ during 2025 ~~and 2024~~, ~~respectively, which~~ primarily ~~consisted~~consisting of employee-related costs and a noncash gain related to a lease termination in 2025. AsWe ~~of April 30, 2025, we~~ do not anticipate any additional costs to be incurred related to these divestiture activities.

~~Furthermore~~As a result of our recent divestitures, we identified opportunities to address certain distribution inefficiencies,. asWe ahave ~~result~~recognized oftotal ~~the~~cumulative ~~divestitures.~~costs Weof ~~anticipate incurring approximately~~ $129.0 ~~of costs~~ related to these efforts, ~~consisting primarily~~ of ~~other~~which ~~transition~~$2.5 and ~~termination charges~~$6.5 ~~The~~were ~~majority~~recognized ofduring ~~these~~2026 ~~costs~~and ~~are~~2025, ~~expected~~respectively, toall beof which were cash charges, ~~and~~primarily ~~incurred~~consisting byof ~~the~~other ~~end~~transition ofand ~~2026~~termination costs. We ~~have~~do ~~recognized~~not ~~total~~anticipate ~~cumulative~~any additional costs ofto ~~$6.5~~be ~~during~~incurred ~~2025,~~related ~~primarily~~to ~~consisting~~these ~~of other transition and termination costs~~activities. For additional information, see Note 3: Divestitures.

Integration Costs: ~~Total~~We have recognized total cumulative integration costs related to the acquisition of Hostess Brands ~~are~~of ~~anticipated~~$187.4, toof bewhich ~~approximately~~$2.5 and $~~190~~37.05 were recognized during 2026 and ~~include~~2025, respectively. These costs primarily consisted of transaction costs, employee-related costs, and other transition and termination charges, ~~with~~ the majority ~~expected~~of towhich bewere cash charges. We ~~have~~do ~~recognized~~not ~~total cumulative integration costs of $184.9, of which $37.5 were recognized during 2025. We~~ anticipate ~~the~~any ~~remaining~~additional ~~integration~~ costs ~~will~~to be incurred byrelated ~~the end of 2026 and are expected~~ to bethese ~~split~~integration ~~between employee-related and other transition and termination costs~~activities.

Restructuring Costs: OnDuring ~~May 27~~2026, ~~2025,~~ we ~~announced~~closed ~~plans to close~~ our Indianapolis, Indiana manufacturing facility, which ~~manufactures~~manufactured Hostess branded products, and ~~consolidate~~consolidated operations into other existing facilities ~~by early calendar year 2026~~ to further optimize operations ~~for~~within our Sweet Baked Snacks reportable segment. We ~~anticipate~~have ~~incurring~~recognized ~~approximately~~total ~~$75.0~~cumulative of costs ~~related~~of to$83.5 ~~these~~during ~~efforts~~2026, consisting primarily of ~~$60.0~~employee-related inand ~~noncash~~other ~~charges~~transition ~~for~~and ~~accelerated~~termination ~~depreciation~~costs. ~~and~~We ~~$15.0~~do innot ~~employee-~~anticipate remaining charges related ~~and~~to ~~other~~these ~~transition~~restructuring ~~and~~activities ~~termination~~to ~~costs~~be material in 2027.

For further information on these costs, refer to Note 4: Special Project Costs.

Commodities Overview

The raw materials we use in each of our segments are primarily commodities, agricultural-based products, and packaging materials. The most significant of these materials, based on ~~2025~~2026 annual spend, are green coffee, peanuts, oils, ~~and~~ fats, flour, sugar, and fruit. Green coffee, corn, certain meals, oils, and grains are traded on active regulated exchanges, and the price of these commodities fluctuates based on market conditions. Derivative instruments, including futures and options, are used to minimize the impact of price volatility for these commodities.

We source green coffee from more than 20 coffee-producing countries. Its price is subject to high volatility due to factors such as weather, global supply and demand, product scarcity, plant disease, investor speculation, geopolitical conflicts, changes in governmental agricultural and energy policies and regulation, political and economic conditions in the source countries, and tariffs.

We source peanuts, ~~and~~ oils, and fats mainly from North America. We are one of the largest roasters of peanuts in the U.S. and frequently enter into long-term purchase contracts for various periods of time to mitigate the risk of a shortage of this commodity. The oils we purchase are mainly palm, soybean, and peanut. The price of ~~peanuts,~~agricultural ~~protein~~commodities ~~meals,~~are ~~and~~primarily ~~oils is~~ driven ~~primarily~~ by weather, which impacts crop sizes and yield, as well as global demand, especially from large importing countries such as China and India.

We frequently enter into long-term contracts to purchase plastic containers, which are sourced mainly within the U.S. Plastic resin is made from petrochemical feedstock and natural gas feedstock, and the price can be influenced by feedstock, energy, and crude oil prices, as well as global economic and geopolitical conditions.

Excluding the impact of derivative gains and losses, our overall commodity costs in ~~2025~~2026 were higher than in ~~2024~~2025, primarily due to higher costs for green coffee, corn, and meals.

Segment Results

We have ~~four~~five reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, ~~and~~ Sweet Baked Snacks, and Away From Home. The presentation of ~~International~~Other ~~and~~represents ~~Away~~the ~~From~~International ~~Home~~operating ~~represents~~segment, awhich ~~combination~~does ofnot ~~all~~meet ~~other~~the ~~operating~~criteria ~~segments~~to ~~that~~be ~~are~~presented ~~not~~as ~~individually~~a reportable segment under FASB ASC 280.

~~The~~In ~~U.S.~~accordance ~~Retail~~with ~~Coffee~~FASB ~~segment~~ASC ~~primarily~~280, ~~includes~~we ~~the~~completed ~~domestic~~our ~~sales~~annual evaluation of ~~Folgers,~~operating ~~Dunkin’,~~segments ~~and~~to ~~Café~~determine ~~Bustelo~~which ~~branded~~segments ~~coffee;~~meet the ~~U.S.~~quantitative ~~Retail~~thresholds ~~Frozen~~to ~~Handheld~~be ~~and~~presented ~~Spreads~~as ~~segment~~a ~~primarily~~reportable ~~includes~~segment. ~~the~~As ~~domestic~~a ~~sales~~result of ~~Uncustables,~~this ~~Jif~~evaluation, ~~and Smucker’s branded products;~~ the ~~U.S.~~Away ~~Retail~~From ~~Pet~~Home ~~Foods~~operating segment ~~primarily~~met ~~includes~~ the ~~domestic~~reportable ~~sales~~segment ofcriteria ~~Meow Mix, Milk-Bone, Pup-Peroni,~~ and ~~Canine~~is ~~Carry~~presented ~~Outs~~as ~~branded~~such ~~products;~~beginning ~~and~~in the ~~Sweet~~fourth ~~Baked~~quarter ~~Snacks segment primarily includes all domestic and foreign sales~~ of ~~Hostess branded products in all channels~~2026. ~~With~~Previously, the ~~exception of Sweet Baked Snacks products, International and~~ Away From Home ~~includes~~operating ~~the~~segment ~~sale~~was ofpresented ~~all products that are distributed in foreign countries through retail channels,~~ as ~~well~~a ascombination ~~domestically~~of ~~and~~all inother ~~foreign~~operating ~~countries~~segments ~~through~~that ~~foodservice~~were ~~distributors~~not ~~and~~individually ~~operators (e~~reportable.~~g.,~~ ~~healthcare~~Segment ~~operators,~~information ~~restaurants,~~for ~~educational~~2025 ~~institutions,~~and ~~offices,~~2024 ~~lodging~~has ~~and~~been ~~gaming~~recast ~~establishments,~~to ~~and~~reflect ~~convenience~~this ~~stores)~~change.

	Year Ended April 30,
	2025			2024			% Increase (Decrease)
Net sales:
U.S. Retail Coffee	$	2,806.6		$	2,704.4		4	%
U.S. Retail Frozen Handheld and Spreads	1,877.0			1,815.6			3
U.S. Retail Pet Foods	1,663.6			1,822.8			(9)
Sweet Baked Snacks	1,178.8			637.3			85
International and Away From Home	1,200.1			1,198.6			—
Segment profit:
U.S. Retail Coffee	$	795.1		$	759.2		5	%
U.S. Retail Frozen Handheld and Spreads	425.3			434.1			(2)
U.S. Retail Pet Foods	459.6			402.1			14
Sweet Baked Snacks	219.8			138.2			59
International and Away From Home	247.4			208.1			19
Segment profit margin:
U.S. Retail Coffee	28.3		%	28.1		%
U.S. Retail Frozen Handheld and Spreads	22.7			23.9
U.S. Retail Pet Foods	27.6			22.1
Sweet Baked Snacks	18.6			21.7
International and Away From Home	20.6			17.4

The U.S. Retail Coffee reportable segment primarily includes the domestic sales of Folgers, Dunkin’, and Café Bustelo branded coffee; the U.S. Retail Frozen Handheld and Spreads reportable segment primarily includes the domestic sales of Uncrustables, Jif, and Smucker’s branded products; the U.S. Retail Pet Foods reportable segment primarily includes the domestic sales of Meow Mix, Milk-Bone, Pup-Peroni, and Canine Carry Outs branded products; and the Sweet Baked Snacks reportable segment primarily includes all domestic and foreign sales of Hostess branded products in all channels. The Away From Home reportable segment includes the sale of all products, with the exception of Sweet Baked Snacks products, domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).


	Year Ended April 30,
	2026			2025			% Increase (Decrease)
Net sales:
U.S. Retail Coffee	$	3,304.9		$	2,806.6		18	%
U.S. Retail Frozen Handheld and Spreads	1,853.9			1,877.0			(1)
U.S. Retail Pet Foods	1,600.0			1,663.6			(4)
Sweet Baked Snacks	971.3			1,178.8			(18)
Away From Home	879.0			763.0			15
Other (A)	441.8			437.1			1
Segment profit:
U.S. Retail Coffee	$	701.5		$	795.1		(12)	%
U.S. Retail Frozen Handheld and Spreads	444.7			425.3			5
U.S. Retail Pet Foods	473.3			459.6			3
Sweet Baked Snacks	97.2			219.8			(56)
Away From Home	220.1			176.1			25
Other (A)	69.6			71.3			(2)
Segment profit margin:
U.S. Retail Coffee	21.2		%	28.3		%
U.S. Retail Frozen Handheld and Spreads	24.0			22.7
U.S. Retail Pet Foods	29.6			27.6
Sweet Baked Snacks	10.0			18.6
Away From Home	25.0			23.1
Other (A)	15.8			16.3

(A) Represents the International operating segment.

U.S. Retail Coffee

~~The~~ U.S. Retail Coffee ~~segment~~ net sales increased $~~102~~498.23 in ~~2025~~2026. Net price realization increased net sales by 522 percentage points, ~~primarily~~reflecting ~~driven by~~ higher net pricing ~~for~~across the ~~Folgers and Café Bustelo brands, partially offset by lower net pricing for the Dunkin’ brand~~portfolio. Volume/mix decreased net sales by 25 percentage points, ~~primarily~~ reflecting decreases for the ~~Folgers~~Dunkin’ and ~~Dunkin’~~Folgers brands, partially offset by an increase for the Café Bustelo brand. Segment profit ~~increased~~decreased $3593.96, primarily reflecting higher ~~net price realization~~costs, ~~lapping~~inclusive ~~a $39.1 charge in the prior year related to the termination~~ of acommodity ~~supplier~~costs ~~agreement~~and tariffs, ~~lower~~unfavorable ~~marketing spend~~volume/mix, and ~~favorable~~higher ~~property~~marketing ~~taxes~~spend, partially offset by higher ~~commodity~~net ~~costs~~price ~~and unfavorable volume/mix~~realization.

U.S. Retail Frozen Handheld and Spreads

~~The~~ U.S. Retail Frozen Handheld and Spreads ~~segment~~ net sales ~~increased~~decreased $6123.~~4 in 2025, inclusive of the impact of $15.~~1 ~~of noncomparable net sales~~ in ~~the prior year related to the divested Sahale Snacks business~~2026. ~~Excluding~~Volume/mix ~~the~~decreased ~~noncomparable impact of the divestiture,~~ net sales ~~increased~~by ~~$76.5,~~3 ~~or 4 percent. Volume/mix contributed 5~~ percentage points ~~to net sales~~, primarily reflecting ~~increases~~decreases for ~~Uncrustables~~peanut ~~sandwiches~~butter and ~~peanut~~fruit ~~butter~~spreads, partially offset by aan ~~decrease~~increase for ~~fruit~~Uncrustables ~~spreads~~sandwiches. Net price realization ~~was~~contributed ~~neutral~~2 percentage points to net sales, asprimarily ~~lower~~reflecting ~~net pricing for Uncrustables sandwiches was mostly offset by~~ higher net pricing for ~~toppings~~Uncrustables ~~and syrups and peanut butter~~sandwiches. Segment profit ~~decreased~~increased $819.84, primarily ~~reflecting~~driven ~~increased~~by ~~marketing spend,~~ higher ~~costs, lower~~ net price realization, ~~increased~~and ~~distribution~~lower pre-production expenses, ~~and~~related ~~equipment~~to ~~write-off~~the ~~charges~~new Uncrustables sandwiches manufacturing facility, partially offset by ~~favorable~~unfavorable volume/mix.

U.S. Retail Pet Foods

~~The~~ U.S. Retail Pet Foods ~~segment~~ net sales decreased $~~159~~63.26 in ~~2025~~2026. Volume/mix decreased net sales by 75 percentage points, primarily reflecting ~~lower~~a ~~contract~~decrease ~~manufacturing~~for ~~sales~~dog ~~related~~snacks toand the ~~divested~~lapping ~~pet~~of ~~food brands, as the~~ contract manufacturing ~~agreement~~sales ~~with~~related ~~Post~~to ~~concluded at~~ the ~~end~~divested ofpet ~~2025,~~food ~~and~~brands ain ~~decrease~~the ~~for~~prior ~~dog snacks~~year, partially offset by an increase for cat food. Net price realization ~~decreased~~increased net sales by 21 percentage ~~points~~point, primarily reflecting higher ~~trade~~net ~~spend~~pricing for cat food and dog snacks. Segment profit increased $5713.57, primarily reflecting ~~lower~~higher ~~costs~~net ~~and~~price ~~decreased~~realization ~~operating~~ and ~~distribution~~lower ~~expenses~~marketing spend, partially offset by ~~lower net price realization and~~ unfavorable volume/mix.

Sweet Baked Snacks

~~We acquired Hostess Brands on November 7, 2023, as discussed in Note 2: Acquisition. During 2025, the~~ Sweet Baked Snacks ~~segment contributed~~ net sales ofdecreased $~~1,178~~207.85 ~~and~~in ~~segment~~2026, ~~profit~~inclusive of the impact of $~~219~~134.8.7 ~~Excluding~~of noncomparable net sales ~~of $669.3~~ in the ~~current~~prior year related to the ~~Hostess~~divested ~~Brands~~Voortman ~~acquisition~~business and ~~$66.1 in the prior year related to the divestiture of~~ certain Sweet Baked Snacks value brands. ~~and~~Excluding the ~~Voortman~~noncomparable ~~business~~impact of the divestitures, net sales decreased $6172.78, or 117 percent ~~during 2025~~. Volume/mix decreased net sales by 78 percentage points, primarily reflecting decreases for snack cakes, ~~and~~ private label ~~products. Net price realization decreased net sales by 4 percentage points~~, ~~primarily~~and ~~reflecting lower net pricing across the portfolio~~breakfast. ~~Segment~~Net ~~profit increased $81.6 during 2025, primarily reflecting the impact of noncomparable segment profit in the current year related to the Hostess Brands acquisition, partially offset by lower net~~ price realization, ~~unfavorable volume/mix, the impact of noncomparable segment profit in the prior year related to the divestitures, higher costs, and~~ increased ~~marketing spend.~~

~~International and Away From Home~~33

~~International and Away From Home~~ net sales ~~increased~~by $1.5 in 2025, including the noncomparable impact of $52.8 of net sales in the prior year primarily related to the divestitures and $10.7 of unfavorable foreign currency exchange. Excluding the noncomparable impact of the divested brands and foreign currency exchange, net sales increased $65.0, or 6 percent. Net price realization contributed 5 percentage ~~points to net sales~~point, primarily ~~driven~~reflecting by higher net pricing across the ~~majority of the~~ portfolio. ~~Volume/mix was neutral to net sales, as increases for Uncrustables sandwiches and peanut butter were mostly offset by a decrease for coffee.~~ Segment profit ~~increased~~decreased $39122.36, primarily ~~driven~~reflecting by higher ~~net~~costs, ~~price~~unfavorable ~~realization and favorable~~ volume/ mix, ~~partially~~and ~~offset by higher costs,~~ the impact of noncomparable segment profit in the prior year related to the divested businesses, ~~and~~partially ~~pre-production~~offset ~~expenses~~by ~~primarily~~higher ~~related~~net toprice ~~the new Uncrustables sandwiches manufacturing facility~~realization.

Away From Home

Away From Home net sales increased $116.0 in 2026. Net price realization contributed 10 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix contributed 6 percentage points to net sales, reflecting increases for Uncrustables sandwiches and coffee. Segment profit increased $44.0, primarily driven by higher net price realization and favorable volume/mix, partially offset by higher costs.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our principal source of funds is cash generated from operations, supplemented by borrowings against our commercial paper program and revolving credit facility. Total cash and cash equivalents ~~increased~~decreased to $6958.96 at April 30, ~~2025~~2026, compared to $6269.09 at April 30, ~~2024~~2025.

The following table presents selected cash flow information.

	Year Ended April 30,
	2025		2024
	2026		2025
Net cash provided by (used for) operating activities	$	1,~~210~~473.46	$	1,~~229~~210.4
Net cash provided by (used for) investing activities	(~~100~~258.38)		(~~3,964~~100.63)
Net cash provided by (used for) financing activities	(1,~~102~~226.75)		2(1,~~141~~102.67)
Net cash provided by (used for) operating activities	$	1,~~210~~473.46	$	1,~~229~~210.4
Additions to property, plant, and equipment	(~~393~~317.84)		(~~586~~393.58)
Free cash flow (A)	$	~~816~~1,156.62	$	~~642~~816.96

(A)Free cash flow is a non-GAAP financial measure used by management to evaluate the amount of cash available for debt repayment, dividend distribution, acquisition opportunities, share repurchases, and other corporate purposes.

The $19263.02 ~~decrease~~increase in cash provided by operating activities in ~~2025~~2026 was primarily driven by ~~higher~~a ~~working~~decrease ~~capital~~in ~~requirements~~cash inused ~~2025~~for income and ~~lapping~~other ~~the~~taxes, ~~$42.5~~primarily ~~proceeds~~reflecting ~~received~~the ~~from~~timing ~~settlement~~ of ~~the~~income ~~interest~~tax ~~rate~~payments ~~contracts~~and ~~assumed~~lower astaxable ~~part~~income, ofas ~~the~~well ~~acquisition~~as oflower ~~Hostess~~working ~~Brands~~capital requirements in ~~the prior year~~2026, partially offset by ~~higher~~lower net income (loss) adjusted for noncash items in the current year. The cash required to fund working capital ~~increased~~decreased compared to the prior year, primarily driven by anlower ~~increase~~inventories, reflecting moderation in ~~cash~~input ~~used~~cost ~~for~~inflation ~~accrued~~during ~~liabilities~~the ~~reflecting~~current year, the timing of ~~interest~~settling ~~payments~~our derivative instruments, and a ~~decrease~~reduction in payments related to transition services agreements entered into in connection with divestitures. These increases in cash were partially offset by decreases related to changes in trade receivables, reflecting higher sales and the timing of cash collections, and changes in accounts payable, ~~for~~reflecting ~~transition~~the stiming of spend and cash payments.

35Cash used for investing activities in 2026 consisted primarily of $317.4 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities, partially offset by a decrease of $44.9 in our derivative cash margin account balances. Cash used for investing activities in 2025 consisted primarily of $393.8 in capital expenditures, reflecting our investments in the new Uncrustables sandwiches manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities, and also an increase of $39.4 in our derivative cash margin account balances. These uses of cash for 2025 were partially offset by net proceeds received of $326.0 from the divestiture of certain Sweet Baked Snacks value brands and the Voortman business.

~~ervices~~Cash ~~agreements~~used ~~entered~~for ~~into~~financing activities in ~~connection~~2026 consisted ~~with~~primarily ~~the~~of ~~divestitures~~long-term ~~and~~debt ~~inventories~~repayments ~~reflecting~~of ~~higher~~$500.0, ~~inventory~~dividend ~~levels~~payments of $464.7, and ~~input~~a ~~cost~~net ~~inflation~~decrease in ~~the~~short-term ~~current~~borrowings ~~year. These uses~~ of ~~cash~~$251.5. ~~were~~Cash ~~partially~~used ~~offset~~for byfinancing anactivities ~~increase~~ in ~~cash~~2025 consisted ~~from~~primarily ~~trade~~of ~~receivables~~long-term ~~due~~debt torepayments ~~timing~~ of ~~sales~~$1,300.0 and ~~cash~~dividend ~~collections~~payments ~~and~~of ~~accounts~~$455.4, ~~payable~~partially ~~due~~offset toby ~~timing~~$650.0 of ~~spend~~proceeds from long-term debt and ~~cash~~a ~~payments~~net increase in short-term borrowings of $19.2.

Cash used for investing activities in 2025 consisted primarily of $393.8 in capital expenditures, reflecting our investments in the new Uncrustables sandwiches manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities, and also included an increase of $39.4 in our derivative cash margin account balances. These uses of cash for 2025 were partially offset by net proceeds received of $326.0 from the divestiture of certain Sweet Baked Snacks value brands and the Voortman business. Cash used for investing activities in 2024 consisted primarily of $3.9 billion related to the acquisition of Hostess Brands, including $67.8 of consideration transferred for the cash payment of Hostess Brands’ employee equity awards, and $586.5 in capital expenditures, primarily driven by investments in Uncrustables sandwiches to support the new manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities. These uses of cash for 2024 were partially offset by proceeds of $466.3 received from the settlement of our equity investment in Post common stock and net proceeds received of $56.3, primarily from the divested Sahale Snacks and Canada condiment businesses, and a decrease of $18.9 in our derivative cash margin account balances.

Cash used for financing activities in 2025 consisted primarily of long-term debt repayments of $1,300.0 and dividend payments of $455.4, partially offset by $650.0 of proceeds from long-term debt and a net increase in short-term borrowings of $19.2. Cash provided by financing activities in 2024 consisted primarily of proceeds from long-term debt of $4.3 billion to partially finance the acquisition of Hostess Brands and a net increase in short-term borrowings of $578.2. These proceeds were partially offset by the $991.0 repayment of Hostess Brands’ debt assumed, the $800.0 Term Loan prepayment, dividend payments of $437.5, purchase of treasury shares of $372.8, and an $86.4 payment to terminate the tax receivable agreement assumed with the acquisition of Hostess Brands.

Supplier Financing Program

tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution. Participating suppliers can sell one or more of our payment obligations at their sole discretion. We have no economic interest in a supplier’s decision to enter into these agreements. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements. As of April 30, 2026 and 2025, $325.1 and $340.4 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers. During 2026 and 2025, we paid $1,270.1 and $1,562.3, respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

Contingencies

We, like other food manufacturers, are from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. We are currently a defendant in a variety of such legal proceedings, and while we cannot predict with certainty the ultimate results of these proceedings or potential settlements associated with these or other matters, we have accrued losses for certain contingent liabilities that we have determined are probable and reasonably estimable at April 30, ~~2025~~2026. Based on the information known to date, with the exception of the matters discussed below, we do not believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.

Class Action Lawsuits: We are defendants in a series of putative class action lawsuits that were transferred to the United States District Court for the Western District of Missouri for coordinated pre-trial proceedings. The plaintiffs assert claims arising under various state laws for false advertising, consumer protection, deceptive and unfair trade practices, and similar statutes. Their claims are premised on allegations that we have misrepresented the number of servings that can be made from various canisters of Folgers coffee on the packaging for those products. The outcome and the financial impact of these cases, if any, cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of April 30, ~~2025~~2026, and the likelihood of loss is not considered probable or reasonably estimable. However, if we are required to pay significant damages, our business and financial results could be adversely impacted, and sales of those products could suffer not only in these locations but elsewhere.

Product Recall: We are defendants in ongoing consumer litigation associated with a voluntary recall of select Jif peanut butter products initiated in May 2022. The outcome and financial impact of this litigation cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of April 30, 2025, and the likelihood of loss is not considered probable or reasonably estimable.

Voortman Contingency: In December 2020, Hostess Brands asserted claims for indemnification against the sellers (the “Sellers”) under the terms of a Share Purchase Agreement (the “Purchase Agreement”) pursuant to which Hostess Brands acquired Voortman Cookies Limited (“Voortman”). The claims were for damages arising out of alleged breaches by the Sellers of certain representations, warranties, and covenants contained in the Purchase Agreement relating to periods prior to the closing of the acquisition. Hostess Brands also submitted claims relating to these alleged breaches under the representation and warranty insurance policy (“RWI”) that was purchased in connection with the acquisition. In the third quarter of calendar 2022, the RWI insurers paid Hostess Brands $42.5 CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches. Per agreement with the RWI insurers, we will not be required to return the Proceeds under any circumstances.

On November 3, 2022, pursuant to the agreement with the RWI insurers, Voortman brought claims in the Ontario (Canada) Superior Court of Justice (the “Claim”) against certain of the Sellers related to the alleged breaches. The Claim alleges the seller defendants made certain non-disclosures and misrepresentations to induce Hostess Brands to overpay for Voortman. We are seeking damages of $109.0 CAD representing the amount of the aggregate liability of the Sellers for indemnification under the Purchase Agreement, $5.0 CAD in punitive or aggravated damages, interest, proceedings fees, and any other relief the presiding court deems appropriate. A portion of any recovery will be shared with the RWI insurers. Although we believe that the Claim is meritorious, no assurance can be given as to whether we will recover all, or any part, of the amounts being pursued. We retained rights to the Claim upon the divestiture of the Voortman business in 2025.

Tariff Refunds: In April 2026, we began pursuing claims for refunds of tariffs previously paid on certain imported goods. As of April 30, 2026, recovery of these claims was subject to regulatory review and approval, and the timing and amount of any recovery was uncertain. Accordingly, no amounts were recognized as of April 30, 2026. The scope and realization of any recoveries remain subject to ongoing legal and administrative proceedings, including an announced appeal by the U.S. Department of Justice, which may affect our ability to recover or retain any amounts received.

Capital Resources

The following table presents our capital structure.

	April 30,
	2025		2024
	2026		2025
Current portion of long-term debt	$	—150.0	$	~~999.3~~—
Short-term borrowings	~~640~~420.89		~~591~~640.08
Long-term debt, less current portion	76,~~036~~392.8		67,~~773~~036.78
Total debt	$	76,~~677~~963.67	$	87,~~364~~677.06
Shareholders’ equity	65,~~082~~543.68		76,~~693~~082.96
Total capital	$	1312,~~760~~507.25	$	1613,~~057~~760.92

InWe ~~March~~have ~~2025,~~available ~~we entered into~~ a ~~Term~~$2.0 ~~Loan~~billion ~~for an~~ unsecured ~~$650.0~~revolving ~~term~~credit facility. ~~Borrowings~~with ~~under~~a ~~the~~group ~~Term~~of ~~Loan~~ten ~~bear~~banks ~~interest~~that onmatures ~~the~~in ~~prevailing~~March ~~Secured~~2030. ~~Overnight~~Additionally, ~~Financing~~we ~~Rate~~participate ~~(“SOFR”)~~in ~~and~~a ~~are~~commercial ~~payable~~paper atprogram ~~the~~under ~~end~~which ofwe ~~the~~can ~~borrowing~~issue short-term., ~~The~~unsecured ~~Term~~commercial ~~Loan~~paper ~~matures~~not onto ~~March~~exceed 5,$2.0 billion ~~2027,~~at ~~and~~any ~~does~~time. ~~not~~The ~~require~~commercial ~~scheduled~~paper ~~amortization~~program ~~payments.~~is ~~Voluntary~~backed ~~prepayments~~by ~~are~~our ~~permitted~~revolving ~~without~~credit ~~premium~~facility orand ~~penalty.~~reduces ~~During~~what ~~2025,~~we ~~the~~can ~~full~~borrow ~~amount~~under ~~was drawn on~~ the ~~Term~~revolving ~~Loan~~credit tofacility ~~partially~~by ~~finance~~ the ~~repayment~~amount of $1commercial paper outstanding.0 ~~billion~~Commercial inpaper ~~principal~~is ofused ~~our~~as ~~3.50%~~a ~~Senior~~continuing ~~Notes~~source ~~due~~of ~~March~~short-term ~~15,~~financing ~~2025~~for general corporate purposes. As of April 30, ~~2025~~2026, ~~the~~we ~~interest~~had ~~rate~~$421.0 onof ~~the~~short-term ~~Term~~borrowings ~~Loan~~outstanding, ~~was~~which 5were issued under our commercial paper program at a weighted-average interest rate of 4.4303 percent.

InWe ~~March~~are ~~2025,~~in wecompliance ~~also entered into an unsecured revolving credit facility~~ with aall ~~group~~our ofdebt ~~ten~~covenants ~~banks,~~as ~~which provides for a revolving credit line~~ of ~~$2.0 billion and matures in March 2030. As a result of the new facility in March 2025~~April 30, ~~we terminated the previous $2.0 billion revolving credit facility. Additionally~~2026, weand ~~participate~~expect ~~in a commercial paper program under which we can issue short-term, unsecured commercial paper not~~ to ~~exceed~~be ~~$2.0 billion~~for ~~at any time. The commercial paper program is backed by our revolving credit facility and reduces what we can borrow under~~ the ~~revolving~~next ~~credit~~12 ~~facility by the amount of commercial paper outstanding~~months. ~~Commercial~~For ~~paper~~additional isinformation ~~used~~on asour ~~a continuing source of short~~long-term ~~financing~~debt, ~~for~~sources ~~general corporate purposes. As~~ of ~~April 30~~liquidity, ~~2025,~~and wedebt ~~had $641.0 of short-term borrowings outstanding~~covenants, ~~which~~see ~~were~~Note ~~issued~~8: ~~under~~Debt ~~our~~and ~~commercial~~Financing ~~paper program at a weighted-average interest rate of 4~~Arrangements.~~73 percent.~~

InDividend ~~December~~payments ~~2024,~~were we$464.7 ~~commenced~~and ~~cash tender offers to purchase up to~~ $~~300~~455.04 in ~~aggregate~~2026 ~~purchase~~and ~~price~~2025, ~~not~~respectively, ~~including accrued~~ and ~~unpaid~~dividends ~~interest,~~declared ofper ~~certain~~share ~~outstanding~~were ~~Senior Notes~~$4.40 Asand a$4.32 ~~result,~~in an2026 ~~aggregate~~and ~~principal~~2025, ~~amount~~respectively. ofThe ~~$122.5~~declaration of ~~our~~dividends ~~2.750%~~is ~~Senior~~subject ~~Notes~~to ~~due~~the ~~2041~~discretion ~~and $138.8~~ of our ~~3.550%~~Board ~~Senior~~and ~~Notes~~depends ~~due~~on ~~2050~~various ~~were~~factors, ~~tendered~~such ~~and~~as ~~accepted,~~our ~~and~~net ~~$194.1~~income of(loss), ~~our~~financial ~~2.125%~~condition, ~~Senior~~cash ~~Notes~~requirements, ~~due~~future ~~2032~~events, ~~were~~and ~~tendered,~~other offactors ~~which~~deemed ~~$135.5~~relevant ~~was~~by ~~accepted~~the Board.

37During 2026 and 2025, we did not repurchase any common shares under a repurchase plan authorized by the Board. The shares repurchased during 2026 and 2025 consisted of shares repurchased from stock plan recipients in lieu of cash payments. As of April 30, 2026, approximately 1.1 million common shares remain available for repurchase pursuant to the Board’s authorizations. There is no guarantee as to the exact number of shares that may be repurchased or when such purchases may occur.

The following table presents certain cash requirements related to 2027 investing and financing activities based on our current expectations.

In October 2023, we completed an offering of $3.5 billion in Senior Notes due November 15, 2028, November 15, 2033, November 15, 2043, and November 15, 2053. The net proceeds from the offering were used to partially finance the acquisition of Hostess Brands and pay off the debt assumed as part of the acquisition.


	Projection Year Ending April 30, 2027
Principal payments (A)	$	150.0
Dividend payments (B)	469.3
Capital expenditures	325.0
Interest payments	343.2

We(A)Represents ~~are~~required inprincipal ~~compliance~~payments ~~with~~on ~~all~~maturing ~~our~~ debt ~~covenants as of April 30, 2025,~~ and ~~expect~~does tonot beinclude ~~for the next 12 months. For~~ additional ~~information~~discretionary ~~on our long-term~~ debt, ~~sources of liquidity, and debt covenants, see Note 8: Debt and Financing Arrangements~~repayments.

Dividend payments were $455.4 and $437.5 in 2025 and 2024, respectively, and dividends declared per share were $4.32 and $4.24 in 2025 and 2024, respectively. The declaration of dividends is subject to the discretion of our Board and depends on various factors, such as our net income (~~loss~~B),Based ~~financial~~on ~~condition,~~current ~~cash~~rates ~~requirements, future events,~~ and ~~other~~common ~~factors~~shares ~~deemed relevant by the Board~~outstanding.

OnAbsent ~~March~~any 2,material ~~2023,~~acquisitions weor ~~entered~~other ~~into~~significant ainvestments, ~~share~~we ~~repurchase~~believe ~~plan~~that ~~(“10b5-1~~cash ~~Plan”)~~on ~~established~~hand, incombined ~~accordance~~ with ~~Rule~~cash ~~10b5-1~~provided ofby ~~the~~operations, ~~Exchange~~borrowings ~~Act~~available inunder ~~connection~~our ~~with~~revolving ~~the~~credit ~~remaining~~facility ~~common~~and ~~shares~~commercial ~~authorized~~paper ~~for repurchase by the Board~~program, ~~which~~and ~~was~~access ~~approximately~~to ~~3.5 million~~capital ~~common shares as of April 30~~markets, ~~2023.~~will Inbe ~~accordance~~sufficient ~~with~~to ~~the~~meet ~~10b5-1 Plan,~~ our ~~designated~~cash ~~broker~~requirements ~~had~~for the ~~authority~~next to12 ~~repurchase approximately 2.4 million common shares~~months, ~~which~~including ~~commenced upon~~ the ~~sale~~payment of ~~certain~~quarterly ~~pet food brands on April 28~~dividends, ~~2023,~~principal and ~~expired~~interest 45payments ~~calendar~~on ~~days~~debt ~~after the closure of the transaction. In 2024~~outstanding, ~~we repurchased approximately 2.4 million common shares for $362.8 under the 10b5-1 Plan,~~ and ~~approximately~~capital 1expenditures.~~1 million~~ ~~common shares remain available for repurchase. In accordance with The Inflation Reduction Act of 2022~~However, ~~H.R.~~as ~~5376 (the “Inflation Reduction Act”),~~ a ~~one percent excise tax was applied to share repurchases after December 31, 2022. As a~~ result, ~~an excise tax~~ of ~~$3.6 was accrued on~~ the ~~repurchased~~current ~~shares~~macroeconomic ~~during 2024~~environment, ~~and~~we ~~included~~may ~~within~~experience ~~additional~~an ~~capital~~increase in ~~our~~the ~~Consolidated~~cost ~~Balance~~or ~~Sheet.~~the Andifficulty ~~accrued~~to ~~excise~~obtain ~~tax~~debt ofor ~~$6.7~~equity ~~was paid during 2025~~financing, ~~which~~or ~~was related~~ to ~~these~~refinance ~~shares~~our ~~repurchased~~debt ~~under~~in the ~~10b5-1 Plan during 2023 and 2024~~future. ~~All~~We ~~other~~continue ~~share~~to ~~repurchases~~evaluate ~~during~~these ~~2025~~risks, ~~and~~which ~~2024~~could ~~consisted~~affect ofour ~~shares~~financial ~~repurchased~~condition ~~from~~or ~~stock~~our ~~plan~~ability ~~recipients~~to infund ~~lieu~~operations ofor ~~cash~~future ~~payments~~investment opportunities.

On November 7, 2023, we acquired Hostess Brands, and as a result, we issued approximately 4.0 million common shares valued at $450.2 in exchange for the outstanding shares of Hostess Brands common stock to partially fund the acquisition. The shares issued were based on each outstanding share of Hostess Brands common stock receiving $30.00 per share in cash and 0.03002 shares of our common shares, which represented a value of $4.25 based on the closing stock price of our common shares on September 8, 2023, the last trading day preceding September 11, 2023, the date on which the execution of the Hostess Brands merger agreement was publicly announced. For additional information on the acquisition of Hostess Brands, see Note 2: Acquisition.36

InAs ~~November~~of ~~2021~~April 30, we2026, ~~announced~~total ~~plans~~cash toand ~~invest~~cash equivalents of $148.16 ~~billion~~was toheld ~~build~~by aour ~~new~~foreign ~~manufacturing~~subsidiaries, ~~facility~~primarily ~~and~~in ~~distribution~~Canada. ~~center~~During ~~in McCalla~~2026, ~~Alabama~~we ~~dedicated~~returned ~~to production of Uncrustables sandwiches~~$42.1 ~~Construction~~ of ~~this~~foreign ~~facility~~cash ~~began~~to ~~in 2022, and production began during~~ the ~~second quarter of 2025~~U.S. ~~The~~from ~~project~~Canada, ~~demonstrates~~which ~~our~~was ~~commitment~~subject to ~~meet~~$2.1 ~~increasing~~of ~~demand~~foreign ~~for~~withholding ~~this~~taxes, ~~highly~~while ~~successful~~U.S. ~~product~~federal and ~~deliver~~state onincome ~~our~~taxes ~~strategy~~were tonot ~~focus on brands with the most~~ significant ~~growth opportunities~~. ~~Construction~~There ofwas ~~the~~no ~~facility~~other ~~and~~foreign ~~production~~cash ~~will~~repatriated ~~occur~~to ~~in three phases over multiple years, with financial investments and job creation aligning across each of~~ the ~~three~~U.S. ~~phases~~during 2026.

	Projection Year Ending April 30, 2026
Dividend payments – based on current rates and common shares outstanding	$	459.8
Capital expenditures	325.0
Interest payments	384.4

Absent any material acquisitions, apart from the recent acquisition of Hostess Brands, or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under our revolving credit facility and commercial paper program, and access to capital markets, will be sufficient to meet our cash requirements for the next 12 months, including the payment of quarterly dividends, principal and interest payments on debt outstanding, and capital expenditures. However, as a result of the current macroeconomic environment and the recent acquisition, we may experience an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future.

We continue to evaluate these risks, which could affect our financial condition or our ability to fund operations or future investment opportunities.

As of April 30, 2025, total cash and cash equivalents of $56.2 was held by our foreign subsidiaries, primarily in Canada. During 2025, we returned $35.0 of foreign cash to the U.S. from Canada, reflecting intercompany debt repayments, and as a result, there were no tax impacts. There was no other foreign cash repatriated to the U.S. during 2025.

Material Cash Requirements

The following table summarizes our material cash requirements by fiscal year at April 30, ~~2025~~2026.

Total

~~2026~~2027

~~2027-~~2028-2029

~~2029-~~2030-2031

~~2031~~2032 andbeyond

Long-term debt obligations, including current portion (A)

76,~~103~~603.2

—150.0

1,~~150~~250.0

~~1,250~~500.0

4,703.2

Interest payments (B)

54,~~266~~903.14

~~354~~338.17

~~668~~625.41

~~564~~507.08

3,~~679~~431.68

Purchase obligations (C)

2,~~361~~317.48

21,~~078~~836.97

~~264~~472.36

188.25

—

Total

1413,~~730~~824.74

2,~~433~~325.04

2,~~082~~347.7

1,~~832~~016.23

8,~~382~~135.80

(A)Long-term debt obligations, including current portion, excludes the impact of offering discounts, make-whole payments, and debt issuance costs.

(B)Interest payments ~~consist~~consists of the interest payments for our fixed-rate Senior Notes and Term Loan.

(C)Purchase obligations includes agreements that are enforceable and legally bind us to purchase goods or services, which primarily consist of obligations related to normal, ongoing purchase obligations in which we have guaranteed payment to ensure availability of raw materials. We expect to receive consideration for these purchase obligations in the form of materials and services. These purchase obligations do not represent all future purchases expected but represent only those items for which we are contractually obligated. Amounts included in the table above represent our current best estimate of payments due. Actual cash payments may vary due to the variable pricing components of certain purchase obligations.

Our other cash requirements at April 30, ~~2025~~2026, primarily included operating and finance lease obligations, which consist of the minimum rental commitments under non-cancelable operating and finance leases. As of April 30, ~~2025~~2026, we had total undiscounted minimum lease payments of $~~142~~181.13 and $1311.83 related to our operating and finance leases, respectively. For additional information, see Note 12: Leases.

In addition, we have other liabilities ~~which~~consisting ~~consisted~~ primarily of projected commitments associated with our defined benefit pension and other postretirement benefit plans, as disclosed in Note 9: Pensions and Other Postretirement Benefits. The total liability for our unrecognized tax benefits and tax-related net interest at April 30, ~~2025~~2026, was $3.1.8 under ~~Financial Accounting Standards Board (“~~FASB”) ~~Accounting Standards Codification (“~~ASC”) 740, Income Taxes; however, we are unable to reasonably estimate the timing of cash settlements with the respective taxing authorities. For additional information, see Note 14: Income Taxes.

As of April 30, ~~2025~~2026, we do not have material off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as variable interest entities. Transactions with related parties are in the ordinary course of business and are not material to our results of operations, financial condition, or cash flows.

3937

NON-GAAP FINANCIAL MEASURES

We use non-GAAP financial measures including: net sales excluding acquisition, divestitures, and foreign currency exchange, adjusted gross profit, adjusted operating income, adjusted income, adjusted earnings per share, and free cash flow, as key measures for purposes of evaluating performance internally. We believe that investors’ understanding of our performance is enhanced by disclosing these performance measures. Furthermore, these non-GAAP financial measures are used by management in preparation of the annual budget and for the monthly analyses of our operating results. The Board also utilizes certain non-GAAP financial measures as components for measuring performance for incentive compensation purposes.

Non-GAAP financial measures exclude certain items affecting comparability that can significantly affect the year-over-year assessment of operating results, which include amortization expense and impairment charges related to intangible assets, special project costs, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, and other infrequently occurring items that do not directly reflect ongoing operating results. Income taxes, as adjusted is calculated using an adjusted effective income tax rate that is applied to adjusted income before income taxes and reflects the exclusion of the previously discussed items, as well as any adjustments for one-time tax-related activities, when they occur. While this adjusted effective income tax rate does not generally differ materially from our GAAP effective income tax rate, certain exclusions from non-GAAP results, such as the unfavorable ~~permanent~~ tax ~~impacts~~impact associated with the ~~goodwill~~ impairment charges for the Sweet Baked Snacks reporting unit, ~~the sale of the Voortman Cookies Limited entity, and the favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our Company,~~ can significantly impact our adjusted effective income tax rate.

These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with U.S. GAAP. Rather, the presentation of these non-GAAP financial measures supplements other metrics we use to internally evaluate our business and facilitate the comparison of past and present operations and liquidity. These non-GAAP financial measures may not be comparable to similar measures used by other companies and may exclude certain nondiscretionary expenses and cash payments.

The following table reconciles certain non-GAAP financial measures to the comparable GAAP financial measure. See page 30 for a reconciliation of net sales adjusted for certain noncomparable items to the comparable GAAP financial measure.

	Year Ended April 30,
	2025			2024
	2026			2025
Gross profit reconciliation:
Gross profit	$	3,~~384~~034.75		$	3,~~115~~384.47
Change in net cumulative unallocated derivative gains and losses	(58.2)6			(658.72)
Cost of products sold – special project costs	966.1			2.9.1
Adjusted gross profit	$	3,~~335~~159.62		$	3,~~111~~335.6
% of net sales	3834.29		%	38.02		%
Operating income (loss) reconciliation:
Operating income (loss)	$	~~(673~~360.9)2		$	~~1,305~~(673.89)
Amortization	~~219~~210.36			~~191~~219.13
Goodwill impairment charges	~~1,661~~507.65			—1,661.6
Other intangible assets impairment charges	~~320~~454.92			—320.9
Loss (gain) on divestitures – net	~~310.1~~—			12310.91
Change in net cumulative unallocated derivative gains and losses	(58.2)6			(658.72)
Cost of products sold – special project costs	966.1			2.9.1
Other special project costs	3521.81			~~130~~35.28
Adjusted operating income	$	1,~~824~~678.73		$	1,~~636~~824.27
% of net sales	2018.95		%	20.09		%
Net income (loss) reconciliation:
Net income (loss)	$	(~~1,230~~138.87)		$	~~744~~(1,230.08)
Income tax expense	~~184~~76.03			~~252~~184.40
Amortization	~~219~~210.36			~~191~~219.13
Goodwill impairment charges	~~1,661~~507.65			—1,661.6
Other intangible assets impairment charges	~~320~~454.92			—320.9
Loss (gain) on divestitures – net	~~310.1~~—			12310.91
Change in net cumulative unallocated derivative gains and losses	(58.2)6			(658.72)
Cost of products sold – special project costs	966.1			2.9.1
Other special project costs	3521.81			~~130~~35.28
Other expense – special project costs	—1.3			~~0.3~~—
Other infrequently occurring items:
Other debt charges (gains) – net (A)	~~(30.2)~~—			19(30.52)
Realized loss on investment in equity securities – net (B)	—			21.5
Pension plan termination settlement charges (B)	34.0			—
Pension plan termination settlement charge (C)	—			3.2
Adjusted income before income taxes	$	1,291.0		$	1,421.6
Adjusted income before income taxes	$	1,421.6		$	1,371.3
Income taxes, as adjusted	313.2			342.8
Income taxes, as adjusted	342.8			333.3
Adjusted income	$	977.8		$	1,078.8
Adjusted income	$	1,078.8		$	1,038.0
Weighted-average shares outstanding – assuming dilution (C)	106.9			106.6
Weighted-average shares – assuming dilution (D)	106.6			104.4
Adjusted earnings per share – assuming dilution (C)	$	9.15		$	10.12
Adjusted earnings per share – assuming dilution (D)	$	10.12		$	9.94
Free cash flow reconciliation:
Net cash provided by (used for) operating activities	$	1,~~210~~473.46		$	1,~~229~~210.4
Additions to property, plant, and equipment	(~~393~~317.84)			(~~586~~393.58)
Free cash flow	$	~~816~~1,156.62		$	~~642~~816.96

(A) ~~Includes~~Net other debt charges (gains) includes a net gain on extinguishment of debt as a result of the tender offers completed during 2025 ~~and financing fees associated with the Bridge Term Loan Credit Facility (“Bridge Loan”) entered into during 2024 to provide committed financing for the acquisition of Hostess Brands~~. For more information, see Note ~~2: Acquisition and Note~~ 8: Debt and Financing Arrangements.

(B) ~~Includes~~Pension ~~gains~~plan ~~and~~termination ~~losses~~settlement ~~resulting~~charges ~~from~~represents the ~~change~~pre-tax insettlement ~~fair~~charges ~~value~~recognized ofduring ~~our~~2026 ~~investment~~related into ~~Post common stock and~~ the ~~related~~termination ~~equity~~of ~~forward~~one ~~contract,~~of ~~which~~our ~~was~~U.S. ~~settled~~qualified ondefined ~~November~~benefit ~~15, 2023~~plans. For more information, see Note 39: ~~Divestitures~~Pensions and ~~Note~~Other ~~10:~~Postretirement ~~Derivative Financial Instruments~~Benefits.

(C) ~~Represents~~Adjusted ~~the~~earnings ~~nonrecurring~~per ~~pre-tax~~common ~~settlement~~share ~~charge~~– ~~recognized~~assuming ~~during~~dilution ~~2024~~for ~~related~~2026 toand 2025 was computed using the ~~acceleration~~treasury ofstock ~~prior~~method. ~~service~~Further, ~~cost~~in ~~for~~2026 and 2025, the ~~portion~~ weighted-average shares outstanding – assuming dilution differed from our GAAP weighted-average common shares outstanding – assuming dilution as a result of the ~~plan~~anti-dilutive ~~surplus~~effect toof beour ~~allocated~~stock-based toawards, ~~plan~~which ~~members~~were ~~within~~excluded ~~our~~from ~~Canadian~~the ~~defined~~computation ~~benefit~~of ~~plans~~net loss per share – assuming dilution. For ~~additional~~more information, see Earnings Per Share in Note 91: ~~Pensions~~Accounting Policies and ~~Other~~Note ~~Postretirement~~6: ~~Benefits~~Earnings Per Share.

(D) Adjusted earnings per common share – assuming dilution for 2025 and 2024 was computed using the treasury stock method. Further, in 2025, the weighted-average shares – assuming dilution differed from our GAAP weighted-average common shares outstanding – assuming dilution as a result of the anti-dilutive effect of our stock-based awards, which were excluded from the computation of net loss per share – assuming dilution. For more information, see Earnings Per Share in Note 1: Accounting Policies and Note 6: Earnings Per Share. 38

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The preparation of financial statements in conformity with U.S. GAAP requires that we make estimates and assumptions that in certain circumstances affect amounts reported in the accompanying consolidated financial statements. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

Trade Marketing and Merchandising Programs: In order to support ~~our products sold within~~ the ~~U.S.~~sale ~~retail~~of ~~market~~our ~~segments and Sweet Baked Snacks segment~~products, various promotional activities are conducted through retailers, distributors, or directly with consumers, including in-store display and product placement programs, price discounts, coupons, and other similar activities. The costs of these programs are classified as a reduction of sales. We regularly review and revise, when we deem necessary, estimates of costs for these promotional programs based on estimates of what will be redeemed by retailers, distributors, or consumers. These estimates are made using various techniques, including historical data on performance of similar promotional programs. Differences between estimated expenditures and actual performance are recognized as a change in estimate in a subsequent period. During ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, subsequent period adjustments were less than 2 percent of both consolidated pre-tax adjusted income and cash provided by operating activities.

Income Taxes: We account for income taxes using the liability method. In the ordinary course of business, we are exposed to uncertainties related to tax filing positions and periodically assess the technical merits of these tax positions for all tax years that remain subject to examination, based upon the latest information available. We recognize a tax benefit when it is more likely than not the position will be sustained upon examination, based on its technical merits. The tax position is then measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

We routinely evaluate the likelihood of realizing the benefit of our deferred tax assets and may record a valuation allowance if, based on all available evidence, we determine that it is more likely than not that all or some portion of such assets will not be realized. Valuation allowances related to deferred tax assets can be affected by changes in tax legislation, statutory tax rates, and projected future taxable income levels. Changes in estimated realization of deferred tax assets would result in an adjustment to income in the period in which that determination is made, unless such changes are determined to be an adjustment to goodwill within the allowable measurement period under the acquisition method of accounting.

The future tax benefit arising from the net deductible temporary differences and tax carryforwards was $~~231~~218.59 and $~~279~~231.85 at April 30, ~~2025~~2026 and ~~2024~~2025, respectively. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of operations. For those jurisdictions where the expiration date of tax carryforwards or the projected operating results indicate that realization is not likely, a valuation allowance has been provided.

As of April 30, ~~2025~~2026, a portion of our undistributed foreign earnings, primarily in Canada, is not considered permanently reinvested, and an immaterial deferred tax liability has been recognized accordingly. For additional information, see Note 14: Income Taxes.

Goodwill and Other Indefinite-Lived Intangible Assets: A significant portion of our assets is composed of goodwill and other intangible assets, the majority of which are not amortized but are reviewed for impairment at least annually on

February 1, and more often if indicators of impairment exist. At April 30, ~~2025~~2026, the carrying value of goodwill and other intangible assets totaled $1210.19 billion, compared to total assets of $1716.62 billion and total shareholders’ equity of $65.15 billion. If the carrying value of these assets exceeds the current estimated fair value, the asset is considered impaired, which would result in a noncash impairment charge to earnings, that could be material. Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, declining financial performance in comparison to projected results, increased input costs beyond projections, or divestitures of significant brands.

40To test for goodwill impairment, we estimate the fair value of each of our reporting units using both a discounted cash flow valuation technique and a market-based approach. The impairment test incorporates estimates of future cash flows; allocations of certain assets, liabilities, and cash flows among reporting units; future growth rates; terminal value amounts;

in a noncash impairment charge to earnings, that could be material. Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, declining financial performance in comparison to projected results, increased input costs beyond projections, or divestitures of significant brands.39

~~To test for goodwill impairment, we estimate the fair value of each of our reporting units using both a discounted cash flow valuation technique~~ and a market-based approach. The impairment test incorporates estimates of future cash flows; allocations of certain assets, liabilities, and cash flows among reporting units; future growth rates; terminal value amounts; and the applicable weighted-average cost of capital used to discount those estimated cash flows. The estimates and projections used in the calculation of fair value are consistent with our current and long-range plans, including anticipated changes in market conditions, industry trends, growth rates, and planned capital expenditures. Changes in forecasted operations and other estimates and assumptions could impact the assessment of impairment in the future.

At April 30, ~~2025~~2026, goodwill totaled $5.72 billion. Goodwill is substantially concentrated within the U.S. ~~retail~~Retail ~~market~~reportable segments ~~and Sweet Baked Snacks segment~~. During ~~2025~~2026, we recognized a goodwill impairment ~~charges~~charge of $~~1,661~~507.65 related to the goodwill of the Sweet Baked Snacks reporting unit, which was a result of ~~the~~an ~~evaluations~~interim evaluation performed during ~~2025~~2026 and represented the full remaining carrying value of the goodwill within the Sweet Baked Snacks reporting unit. As of April 30, ~~2025~~2026, the estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units with a goodwill balance~~, with the exception of the Sweet Baked Snacks reporting unit, for which its fair value approximated carrying value as a result of the impairment charges recognized during 2025~~.

The carrying value of the goodwill within the Sweet Baked Snacks segment was $507.5 as of April 30, 2025, and remains susceptible to future impairment charges due to narrow differences between fair value and carrying value, which is attributable to the impairment charges recognized during 2025. Any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges which could be material. For additional information, see Note 7: Goodwill and Other Intangible Assets.

Other indefinite-lived intangible assets, consisting entirely of trademarks, are also tested for impairment at least annually and more often if events or changes in circumstances indicate that their carrying values may be below their fair values. To test these assets for impairment, we estimate the fair value of each asset based on a discounted cash flow model using various inputs, including projected revenues, an assumed royalty rate, and a discount rate. Changes in these estimates and assumptions could impact the assessment of impairment in the future.

At April 30, ~~2025~~2026, other indefinite-lived intangible assets totaled $32.86 billion. Trademarks that represent our leading brands comprise more than 95 percent of the total carrying value of other indefinite-lived intangible assets. As of April 30, ~~2025~~2026, the estimated fair value ~~was substantially in excess~~ of the ~~carrying value for the~~ majority of ~~these~~our leading brand trademarks, ~~and~~was substantially in excess of their carrying values. In all instances, the estimated fair value exceeded ~~the~~ carrying value by ~~greater~~more than 10 percent, with the exception of the ~~Hostess~~Pup-Peroni brand indefinite-lived intangible asset within the ~~Sweet~~U.S. ~~Baked~~Retail ~~Snacks~~Pet Foods reportable segment, which is susceptible to future impairment charges if there is any significant adverse change in our near- or long-term projections for the brand or macroeconomic conditions. During ~~2025~~2026, we recognized impairment charges of $~~320~~454.92 related to the Hostess brand indefinite-lived trademark, to the extent the carrying value exceeded the estimated fair value, and reclassified the brand as a finite-lived intangible asset. For additional information, see Note 7: Goodwill and Other Intangible Assets.

FORWARD-LOOKING STATEMENTS

Certain statements included in this Annual Report on Form 10-K contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expect,” “anticipate,” “believe,” “intend,” “will,” “plan,” and similar phrases.

Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. We are providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements, as such statements are by nature subject to risks, uncertainties, and other factors, many of which are outside of our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, those set forth under the caption “Risk Factors” in this Annual Report on Form 10-K, as well as the following:

•our ability to ~~successfully~~maintain ~~integrate~~operational ~~Hostess~~stability ~~Brands’ operations~~ and ~~employees~~continue ~~and~~executing toongoing ~~implement~~optimization ~~plans~~initiatives ~~and~~to ~~achieve~~realize ~~financial~~the ~~forecasts~~anticipated benefits with respect to the Hostess Brands’ ~~business~~acquisition, including the possibility that the benefits will not be realized or will not be realized within the expected time period;

•our ability to realize the anticipated benefits, including synergies and cost savings, related to the Hostess Brands acquisition, including the possibility that the expected benefits will not be realized or will not be realized within the expected time period;

•disruption from the acquisition of Hostess Brands by diverting the attention of our management and making it more difficult to maintain business and operational relationships;

•the negative effects of the acquisition of Hostess Brands on the market price of our common shares;

•the amount of the costs, fees, expenses, and charges and the risk of litigation related to the acquisition of Hostess Brands;

•the effect of the acquisition of Hostess Brands on our business relationships, operating results, ability to hire and retain key talent, and business generally;

•disruptions or inefficiencies in our operations or supply chain, including any impact caused by product recalls, political instability, terrorism, geopolitical conflicts, extreme weather conditions, natural disasters, pandemics, work stoppages or labor shortages, or other calamities;

•risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging, and transportation;

•the impact of food security concerns involving either our products or our competitors’ products, changes in consumer preferences, consumer or other litigation, actions by the FDA or other agencies, and product recalls;

•risks associated with derivative and purchasing strategies we employ to manage commodity pricing and interest rate risks;

•the availability of reliable transportation on acceptable terms;

•our ability to achieve cost savings related to our restructuring and cost management programs in the amounts and within the time frames currently anticipated;

•our ability to generate sufficient cash flow to continue operating under our capital deployment model, including capital expenditures, debt repayment to meet our deleveraging objectives, dividend payments, and share repurchases;

•a change in outlook or downgrade in our public credit ratings by a rating agency below investment grade;

•our ability to implement and realize the full benefit of price changes, and the impact of the timing of the price changes to profits and cash flow in a particular period;

•the success and cost of marketing and sales programs and strategies intended to promote growth in our business, including product innovation;

•general competitive activity in the market, including competitors’ pricing practices and promotional spending levels;

•our ability to attract and retain key talent;

•the concentration of certain of our businesses with key customers and suppliers, including primary or single-source suppliers of certain key raw materials and finished goods, and our ability to manage and maintain key relationships;

•impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in the useful lives of other intangible assets or other long-lived assets;

•the impact of new or changes to existing governmental laws, regulations, and ~~regulations~~policies and their application, including tariffs, food ingredients, food labeling, and food accessibility;

•the outcome of tax examinations, changes in tax laws, and other tax matters;

•a disruption, failure, or security breach of our or our suppliers’ information technology systems, including, but not limited to, ransomware attacks;

•foreign currency exchange rate and interest rate fluctuations; and

•risks related to other factors described under “Risk Factors” in other reports and statements we have filed with the SEC.

Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Annual Report on Form 10-K. We do not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances subsequent to the filing in this Annual Report on Form 10-K.

4241

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISK

The following discussions about our market risk disclosures involve forward-looking statements. Actual results could differ from those projected in the forward-looking statements. We are exposed to market risk related to changes in interest rates, commodity prices, and foreign currency exchange rates.

Interest Rate Risk: The fair value of our cash and cash equivalents at April 30, ~~2025~~2026, approximates carrying value. We are exposed to interest rate risk with regard to existing debt consisting of fixed- and variable-rate maturities. Our interest rate exposure primarily includes U.S. Treasury rates, Secured Overnight Financing Rate (“SOFR”), and commercial paper rates in the U.S.

From time to time, we utilize derivative instruments to manage interest rate risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt. At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss) and generally reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the contract is recognized at fair value on the balance sheet and changes in the fair value are recognized in interest expense. Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.

In November 2024, we entered into reverse treasury locks to manage our exposure to interest rate fluctuations related to ~~the~~anticipated tender offers. In December 2024, concurrent with the pricing of the tender offers, we settled the reverse treasury locks and realized a net loss of $4.5 during the year ended April 30, 2025, recognized in earnings within other debt gains (charges) – net on the Statement of Consolidated Income (Loss), netting with the gain on extinguishment associated with the tender offers.

In November 2023, we terminated interest rate contracts for $42.5 concurrent with the payment of the debt assumed with the acquisition of Hostess Brands. The interest rate contracts were designated as cash flow hedges and were used to manage exposure to changes in cash flows associated with variable rate debt.

In 2020, we terminated all outstanding interest rate contracts concurrent with the pricing of the Senior Notes due March 15, 2030, and March 15, 2050. The contracts were designated as cash flow hedges and were used to manage our exposure to interest rate volatility associated with the anticipated debt financing. The termination resulted in a pre-tax loss of $239.8, which was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as interest expense over the life of the debt.

In measuring interest rate risk by the amount of net change in the fair value of our financial liabilities, a hypothetical

100 basis-point decrease in interest rates at April 30, ~~2025~~2026, would increase the fair value of our long-term debt by $~~563~~499.67.

Commodity Price Risk: We use certain raw materials and other commodities that are subject to price volatility caused by supply and demand conditions, political and economic variables, weather, investor speculation, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, we use derivatives with maturities of generally less than one year. We do not qualify commodity derivatives for hedge accounting treatment. As a result, the gains and losses on all commodity derivatives are immediately recognized in cost of products sold.

The following sensitivity analysis presents our potential loss (gain) of fair value resulting from a hypothetical 10 percent change in market prices related to commodities.

	Year Ended April 30,
	2025		2024
	2026		2025
High	$	~~112~~43.76	$	26112.07
Low	20(35.04)		(420.0)
Average	497.60		1249.86

The estimated fair value was determined using quoted market prices and was based on our net derivative position by commodity for the previous four quarters. The calculations are not intended to represent actual losses or gains in fair value 42

43The estimated fair value was determined using quoted market prices and was based on our net derivative position by commodity for the previous four quarters. The calculations are not intended to represent actual gains or losses in fair value that we expect to incur. In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate. The commodities hedged have a high inverse correlation to price changes of the derivative instrument. Thus, we would expect that over time any gain or loss in the estimated fair value of its derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.

~~that~~Foreign weCurrency ~~expect~~Exchange toRisk: ~~incur.~~We Inhave ~~practice,~~operations asoutside ~~markets~~the ~~move,~~U.S. wewith ~~actively~~foreign ~~manage~~currency ~~our~~denominated ~~risk~~assets and ~~adjust~~liabilities, ~~hedging~~primarily ~~strategies~~denominated asin ~~appropriate~~Canadian currency. ~~The~~Because ~~commodities~~we ~~hedged~~ have aforeign ~~high~~currency ~~inverse~~denominated ~~correlation~~assets toand ~~price~~liabilities, ~~changes~~financial ofexposure ~~the~~may ~~derivative instrument. Thus~~result, weprimarily ~~would~~from ~~expect~~the ~~that~~timing ~~over~~of ~~time~~transactions ~~any~~and ~~gain~~the ormovement ~~loss~~of inexchange ~~the~~rates. ~~estimated~~The ~~fair~~foreign ~~value~~currency ofbalance ~~its~~sheet ~~derivatives~~exposures ~~would~~as ~~generally~~of beApril 30, ~~offset~~2026, byare annot ~~increase~~expected orto ~~decrease~~result in ~~the~~a ~~estimated~~significant ~~fair~~impact ~~value~~on offuture ~~the~~earnings ~~underlying~~or ~~exposures.~~

Foreign Currency Exchange Risk: We have operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency. Because we have foreign currency denominated assets and liabilities, financial exposure may result, primarily from the timing of transactions and the movement of exchange rates. The foreign currency balance sheet exposures as of April 30, 2025, are not expected to result in a significant impact on future earnings or

cash flows.

We utilize foreign currency derivatives to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials and finished goods. The contracts generally have maturities of less than one year. We do not qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment. Therefore, the change in value of these instruments is immediately recognized in cost of products sold. Based on our hedged foreign currency positions as of April 30, ~~2025~~2026, a hypothetical 10 percent change in exchange rates would not materially impact the fair value.

Revenues from customers outside the U.S., subject to foreign currency exchange, represented 4 percent of consolidated net sales during ~~2025~~2026. Thus, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations, and these fluctuations may have an impact on operating results.

4443

Item 8. Financial Statements and Supplementary Data.

THE J. M. SMUCKER COMPANY

INDEX TO FINANCIAL STATEMENTS

			Page No.
Report of Management on Internal Control Over Financial Reporting			4645
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting			4746
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42)			4847
Report of Management on Responsibility for Financial Reporting			5150
Consolidated Balance Sheets at April 30, 2025 and 2024			53
Consolidated Balance Sheets at April 30, 2026 and 2025			52
For the years ended April 30, 2025, 2024, and 2023:
For the years ended April 30, 2026, 2025, and 2024:
Statements of Consolidated Income (Loss)			5251
Statements of Consolidated Comprehensive Income (Loss)			5251
Statements of Consolidated Cash Flows			5453
Statements of Consolidated Shareholders’ Equity			5554
Notes to the Consolidated Financial Statements			5655

4544

REPORT OF MANAGEMENT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Shareholders

The J. M. Smucker Company

Management is responsible for establishing and maintaining adequate accounting and internal control systems over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, as amended. Our internal control system is designed to provide reasonable assurance that we have the ability to record, process, summarize, and report reliable financial information on a timely basis.

Our management, with the participation of the principal financial officer and principal executive officer, assessed the effectiveness of the internal control over financial reporting as of April 30, ~~2025~~2026. In making this assessment, we used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO criteria”).

Based on our assessment of internal control over financial reporting under the COSO criteria, we concluded the internal control over financial reporting was effective as of April 30, ~~2025~~2026.

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, ~~2025~~2026, and their report thereon is included on page 4947 of this report.

Mark T. Smucker Tucker H. Marshall ~~Chair~~Chief ofExecutive ~~Board~~Officer, President and ~~Chief~~Chair ~~Executive~~of ~~Officer~~the Board Chief Financial Officer | Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks

4645

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

ONTo ~~INTERNAL~~the ~~CONTROL~~Shareholders ~~OVER~~and ~~FINANCIAL~~the ~~REPORTING~~Board of Directors of The J. M. Smucker Company

Board of Directors and Shareholders

The J. M. Smucker Company

Opinion on Internal Control Over Financial Reporting

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, ~~2025~~2026, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, The J. M. Smucker Company (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of April 30, ~~2025~~2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the ~~2025~~2026 consolidated financial statements of the Company and our report dated June 189, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Akron, Ohio

June 189, ~~2025~~2026

4746

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

ONTo ~~THE~~the ~~CONSOLIDATED~~Shareholders ~~FINANCIAL~~and ~~STATEMENTS~~the Board of Directors of The J. M. Smucker Company

Board of Directors and Shareholders

The J. M. Smucker Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The J. M. Smucker Company (the “Company”) as of April 30, ~~2025~~2026 and ~~2024~~2025, the related ~~consolidated~~ statements of consolidated income (loss), comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended April 30, ~~2025~~2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the three years in the period ended April 30, ~~2025~~2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of April 30, ~~2025~~2026, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 189, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) ~~involve~~involved our especially challenging, subjective, or complex judgments. The communication of ~~the~~ critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate ~~opinion~~opinions on the critical audit matters or on the accounts or disclosures to which itthey ~~relates~~relate.

Hostess brand trademark and Sweet Baked Snacks reporting unit interim impairment test


Description of the Matter			As discussed in Note 1 and Note 7 of the consolidated financial statements, the Company’s goodwill and indefinite-lived trademarks are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit or indefinite-lived trademark below its carrying amount. If the fair value of a reporting unit (for goodwill) or indefinite-lived trademark is less than its respective carrying value, an impairment loss is recognized in an amount equal to the difference. During the third quarter of 2026, the Company identified an indicator of impairment of the Sweet Baked Snacks reporting unit and Hostess brand trademark in connection with the continued underperformance of the segment as compared to plan and the completion of the long-range planning process which resulted in a decrease in projected sales and segment profit for the Sweet Baked Snacks reporting unit. As a result, the Company performed an interim quantitative goodwill impairment test over the Sweet Baked Snacks reporting unit using an income and market approach and an indefinite-lived trademark impairment test over the Hostess brand using an income approach during the interim period ended January 31, 2026. Based on the results of the impairment tests, the Company recorded impairment charges for goodwill and indefinite-lived intangibles of $507.5 million and $454.2 million, respectively. Auditing the Company’s interim quantitative goodwill impairment test for the Sweet Baked Snacks reporting unit was especially complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate using the income approach was sensitive to significant assumptions such as the weighted-average cost of capital (WACC), discrete revenue growth and the long-term growth rate. Auditing the Company’s interim quantitative test of the Hostess brand indefinite-lived trademark was especially complex and judgmental due to the significant estimation required in determining the fair value of the indefinite-lived trademark. In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, discrete revenue growth, and royalty rate. Elements of these significant assumptions used in both assessments are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the Company’s quantitative impairment test of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, including controls over the significant assumptions mentioned above. To test the estimated fair value of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its quantitative tests. As it pertains to revenue growth, we compared the significant assumptions used by management to current industry and economic trends and to historical results. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses. In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions, including the WACC, required rate of return and royalty rate. Specifically, we evaluated the inputs used to calculate the WACC and required rate of return, including an independent corroborative calculation. Further, we performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company. We also evaluated the appropriateness of the royalty rate used by the Company and its relevance to the market.

Quantitative impairment assessment of goodwill and indefinite-lived trademarks

Description of the Matter At April 30, 2025, the net carrying value of the Company’s total indefinite-lived trademarks, was $3.8 billion, which includes the Hostess brand indefinite-lived trademark. The Company recognized an aggregate impairment charge of $320.9 million during 2025 related to the Hostess brand indefinite-lived trademark. As discussed in Note 1 and Note 7 of the consolidated financial statements, indefinite-lived intangible assets are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of the asset below its carrying amount. The Company uses an income approach in its quantitative impairment tests. The Hostess brand indefinite-lived intangible trademark is susceptible to impairment due to the narrow difference between fair value and carrying value. Auditing the Company’s quantitative tests of the Hostess brand indefinite-lived intangible trademark was especially complex and judgmental due to the significant estimation required in determining the fair value of the indefinite-lived intangible trademark. In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, discrete revenue growth, terminal period growth rate, and royalty rate. Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.


Description of the Matter			At April 30, 2026, the Company’s total goodwill and indefinite-lived trademarks were $5.2 billion and $2.6 billion, respectively. Goodwill is assigned to the Company’s reporting units as of the acquisition date. As discussed in Note 1 and Note 7 of the consolidated financial statements, the Company’s goodwill and indefinite-lived trademarks are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit or indefinite-lived trademark below its carrying amount. The Company uses a discounted cash flow valuation technique, a form of income approach, and market-based approach to estimate the fair value of its reporting units. The Company uses a discounted cash flow valuation technique to estimate the fair value of its indefinite-lived trademarks. Auditing the Company’s quantitative impairment test for certain of its reporting units and indefinite-lived trademarks was complex due to the use of a valuation methodology in the determination of the fair values. In particular, the fair value estimates are impacted by the WACC, which is a significant assumption used in the discounted cash flow valuation technique for goodwill and the required rate of return assumption used in the discounted cash flow valuation technique for indefinite-lived trademarks. Additionally, auditing the Company’s quantitative test of the Pup-Peroni brand indefinite-lived trademark was complex and judgmental due to the significant estimation required in determining the fair value. In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, revenue growth, and royalty rate. Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of management's controls over the Company’s quantitative impairment test of goodwill and indefinite-lived trademarks. This includes controls over management’s review of the methodology and model, including sensitivities performed on the related inputs, including the WACC and required rate of return, to understand their impact on the estimated fair values. This also includes controls over management’s review of the significant assumptions applicable to the Pup-Peroni brand indefinite-lived trademark mentioned above. To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the fair value methodologies and testing the completeness and accuracy of the underlying data used by the Company in its quantitative test. For example, we compared certain inputs used by management, including Pup-Peroni brand revenue growth, to current industry and economic trends and to historical results. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of certain assumptions used by management, such as inputs to the WACC and required rate of return to evaluate the changes in fair value of certain reporting units and trademarks that would result from changes in the assumptions. In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and the inputs used to calculate the WACC and required rate of return, including an independent corroborative calculation. We also performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company for the Pup-Peroni brand indefinite-lived trademark. We also evaluated the appropriateness of the royalty rate used by the Company and its relevance to the market. Further, we evaluated management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s quantitative impairment tests of the Hostess brand indefinite-lived intangible trademark, including controls over the significant assumptions mentioned above. To test the estimated fair value of the Hostess brand indefinite-lived intangible trademark, weperformed audit procedures that included, among others, assessing fair valuemethodologies and testing the significant assumptions discussed above and the underlyingdata used by the Company in its analysis. As it pertains to revenue growth, we comparedthe significant assumptions used by management to current industry and economic trends,and changes to the Company’s business model, customer base or product mix, asapplicable. We assessed the historical accuracy of management’s estimates. In addition,we involved our valuation specialists to assist with our evaluation of the methodology usedby the Company and significant assumptions, including the required rate of return androyalty rate. As it pertains to the required rate of return, we evaluated the components of theweighted average cost of capital assumption used by the Company by performing anindependent corroborative calculation with the involvement of our valuation specialists. Wealso evaluated the premium applied to the weighted average cost of capital of the Hostessbrand indefinite-lived intangible trademark based on the asset’s characteristics. As it pertains tothe royalty rate used in the impairment analysis, we performed an independent corroborativeprofit split calculation to evaluate the royalty rate selected by the Company. We alsoevaluated market royalty rates cited by the Company as to their relevance to the Company’sconclusions.

Description of the Matter At April 30, 2025, the Company’s total goodwill was $5.7 billion of that, $507.5 million relatesto the Sweet Baked Snacks segment, net of the aggregate $1.7 billion impairment chargerecognized during 2025. Goodwill is assigned to the Company’s reporting units asof the acquisition date. As discussed in Note 1 and Note 7 of the consolidated financialstatements, goodwill is quantitatively tested at the reporting unit level for impairment at leastannually on February 1, or when events or circumstances occur that would more likely thannot reduce the fair value of a reporting unit below its carrying amount. The Company usesan income and market approach in its quantitative impairment tests. Sweet Baked Snacksgoodwill is susceptible to impairment due to the narrow difference between fair value andcarrying value. Auditing the Company’s quantitative impairment tests of the Sweet Baked Snacks reportingunit was especially complex and judgmental due to the significant estimation required indetermining the fair value of the reporting unit. In particular, the fair value estimate using theincome approach was sensitive to significant assumptions such as the weighted averagecost of capital, discrete revenue growth and terminal period growth rate. Elements of thesesignificant assumptions are forward-looking and could be affected by future economicconditions and/or changes in consumer preferences.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectivenessof management’s controls over the Company’s quantitative impairment tests of the SweetBaked Snacks reporting unit, including controls over the significant assumptions mentionedabove. To test the estimated fair value of the Sweet Baked Snacks reporting unit, we performedaudit procedures that included, among others, assessing fair value methodologies andtesting the significant assumptions discussed above and the underlying data used by theCompany in its quantitative test. As it pertains to revenue growth, we compared thesignificant assumptions used by management to current industry and economic trends andchanges to the Company’s business model, customer base or product mix, as applicable.We assessed the historical accuracy of management’s estimates. In addition, we involvedour valuation specialists to assist with our evaluation of the methodology used by theCompany and significant assumptions, including, the weighted average cost of capital.Specifically, we evaluated the components of the weighted average cost of capitalassumptions used by the Company by performing an independent corroborativecalculation with the involvement of our valuation specialists.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1955.

Akron, Ohio

June 189, ~~2025~~2026

5049

REPORT OF MANAGEMENT ON RESPONSIBILITY

FOR FINANCIAL REPORTING

Shareholders

The J. M. Smucker Company

Management of The J. M. Smucker Company is responsible for the preparation, integrity, accuracy, and consistency of the consolidated financial statements and the related financial information in this report. Such information has been prepared in accordance with U.S. generally accepted accounting principles and is based on our best estimates and judgments.

We maintain systems of internal accounting controls supported by formal policies and procedures that are communicated throughout the Company. There is a program of audits performed by our internal audit staff designed to evaluate the adequacy of and adherence to these controls, policies, and procedures.

Ernst & Young LLP, an independent registered public accounting firm, has audited our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Management has made all financial records and related data available to Ernst & Young LLP during its audit.

Our audit committee, comprised of ~~three~~four independent non-employee members of the Board of Directors, meets regularly with the independent registered public accounting firm and management to review the work of the internal audit staff and the work, audit scope, timing arrangements, and fees of the independent registered public accounting firm. The audit committee also regularly satisfies itself as to the adequacy of controls, systems, and financial records. The lead internal auditor of the internal audit department is required to report directly to the audit committee as to internal audit matters.

It is our best judgment that our policies and procedures, our program of internal and independent audits, and the oversight activity of the audit committee work together to provide reasonable assurance that our operations are conducted according to law and in compliance with the high standards of business ethics and conduct to which we subscribe.

Mark T. Smucker Tucker H. Marshall Chief Executive Officer, President and Chair of the Board Chief Financial Officer | Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks

5150

THE J. M. SMUCKER COMPANY

STATEMENTS OF CONSOLIDATED INCOME (LOSS)

Year Ended April 30,

(Dollars in millions, except per share data)

~~2025~~2026

~~2024~~2025

~~2023~~2024

Net sales

89,~~726~~050.19

8,~~178~~726.71

8,~~529~~178.27

Cost of products sold (A)

56,~~341~~016.4

5,~~063~~341.34

5,~~727~~063.43

Gross Profit

3,~~384~~034.75

3,~~115~~384.47

23,~~801~~115.84

Selling, distribution, and administrative expenses

1,~~529~~496.06

1,~~446~~529.20

1,~~455~~446.02

Amortization

~~219~~210.36

~~191~~219.13

~~206~~191.91

Goodwill impairment charges

~~1,661~~507.65

—1,661.6

—

Other intangible assets impairment charges

~~320~~454.92

—320.9

—

Other special project costs (A)

3521.81

~~130~~35.28

4130.72

Loss (gain) on divestitures – net

~~310.1~~—

12310.91

~~1,018~~12.59

Other operating expense (income) – net

(1815.17)

29(18.21)

~~(40~~29.8)2

Operating Income (Loss)

~~(673~~360.9)2

~~1,305~~(673.89)

~~157~~1,305.58

Interest expense – net

(~~388~~381.72)

(~~264~~388.37)

(~~152~~264.03)

Other debt gains (charges) – net (A)

~~30.2~~—

~~(19~~30.5)2

—(19.5)

Other income (expense) – net

(1441.4)

(2514.64)

(1425.76)

Income (Loss) Before Income Taxes

(~~1,046~~62.84)

~~996~~(1,046.48)

(9996.2)4

Income tax expense

~~184~~76.03

~~252~~184.40

82252.14

Net Income (Loss)

(~~1,230~~138.87)

~~744~~(1,230.08)

~~(91~~744.3)0

Earnings per common share:

Net Income (Loss)

(111.5730)

7(11.1457)

(07.~~86)~~14

Net Income (Loss) – Assuming Dilution

(111.5730)

7(11.1357)

(07.~~86)~~13

(A)Includes special project costs related to certain divestiture, acquisition, integration, and restructuring activities. For more information, see Note 4: Special Project Costs, Note 5: Reportable Segments, and Note 8: Debt and Financing Arrangements.

See notes to consolidated financial statements.

THE J. M. SMUCKER COMPANY

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

	Year Ended April 30,
(Dollars in millions)	~~2025~~2026		~~2024~~2025		~~2023~~2024
Net income (loss)	$	(~~1,230~~138.87)	$	~~744~~(1,230.08)	$	~~(91~~744.3)0
Other comprehensive income (loss):
Foreign currency translation adjustments	(23.5)2		(42.95)		(134.29)
Cash flow hedging derivative activity, net of tax	539.06		1053.50		10.35
Pension and other postretirement benefit plans activity, net of tax	037.20		(0.7)2		1(0.57)
Available-for-sale securities activity, net of tax	(0.6)		(0.36)		(0.43)
Total Other Comprehensive Income (Loss)	50.14		450.61		(14.8)6
Comprehensive Income (Loss)	$	(~~1,180~~88.73)	$	~~748~~(1,180.67)	$	~~(93~~748.1)6

See notes to consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONSOLIDATED BALANCE SHEETS


	April 30,
(Dollars in millions)	2026		2025
ASSETS
Current Assets
Cash and cash equivalents	$	58.6	$	69.9
Trade receivables – net	656.3		619.0
Inventories:
Finished products	584.1		680.0
Raw materials	542.4		529.4
Total Inventory	1,126.5		1,209.4

Other current assets	131.7		248.3
Total Current Assets	1,973.1		2,146.6
Property, Plant, and Equipment
Land and land improvements	158.1		157.5
Buildings and fixtures	1,465.2		1,383.5
Machinery and equipment	3,456.9		3,257.1
Construction in progress	546.1		619.4
Gross Property, Plant, and Equipment	5,626.3		5,417.5
Accumulated depreciation	(2,594.2)		(2,337.9)
Total Property, Plant, and Equipment	3,032.1		3,079.6
Other Noncurrent Assets
Operating lease right-of-use assets	148.8		115.4
Goodwill	5,205.0		5,710.0
Other intangible assets – net	5,683.7		6,346.9

Other noncurrent assets	176.7		164.8
Total Other Noncurrent Assets	11,214.2		12,337.1
Total Assets	$	16,219.4	$	17,563.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,175.1	$	1,288.7
Accrued compensation	115.1		118.0
Accrued trade marketing and merchandising	175.9		188.8
Dividends payable	116.9		114.6


Current portion of long-term debt	150.0		—
Short-term borrowings	420.9		640.8

Other current liabilities	384.3		301.1
Total Current Liabilities	2,538.2		2,652.0
Noncurrent Liabilities
Long-term debt, less current portion	6,392.8		7,036.8
Defined benefit pensions	50.6		53.0
Other postretirement benefits	44.3		45.8
Deferred income taxes	1,459.6		1,548.6
Noncurrent operating lease liabilities	125.3		84.1
Other noncurrent liabilities	64.8		60.4
Total Noncurrent Liabilities	8,137.4		8,828.7
Total Liabilities	10,675.6		11,480.7
Shareholders’ Equity
Serial preferred shares – no par value: Authorized – 6,000,000 shares; outstanding – none	—		—
Common shares – no par value: Authorized – 300,000,000 shares; outstanding – 106,661,858 at April 30, 2026, and 106,425,081 at April 30, 2025 (net of 43,825,787 and 44,062,564 treasury shares, respectively), at stated value	26.7		26.6
Additional capital	5,752.5		5,738.7
Retained income (accumulated deficit)	(101.3)		501.8
Accumulated other comprehensive income (loss)	(134.1)		(184.5)
Total Shareholders’ Equity	5,543.8		6,082.6
Total Liabilities and Shareholders’ Equity	$	16,219.4	$	17,563.3

See notes to consolidated financial statements.

THE J. M. SMUCKER COMPANY

STATEMENTS OF CONSOLIDATED CASH FLOWS

	April 30,
	Year Ended April 30,
(Dollars in millions)	~~2025~~2026		~~2024~~2025		2024
ASSETS
Operating Activities
Current Assets
Net income (loss)	$	(138.7)	$	(1,230.8)	$	744.0
Cash and cash equivalents	$	69.9	$	62.0
Adjustments to reconcile net income (loss) to net cash provided by (used for) operations:
Trade receivables – net	619.0		736.5
Depreciation	346.4		283.2		239.7
Inventories:
Amortization	210.6		219.3		191.1
Finished products	680.0		639.4
Goodwill impairment charges	507.5		1,661.6		—
Raw materials	529.4		399.5
Other intangible assets impairment charges	454.2		320.9		—
Total Inventory	1,209.4		1,038.9
Realized loss on investment in equity securities – net	—		—		21.5
Other current assets	248.3		129.5
Pension settlement loss (gain)	34.4		—		3.2
Total Current Assets	2,146.6		1,966.9
Share-based compensation expense	23.6		29.9		23.9
Property, Plant, and Equipment
Loss (gain) on divestitures – net	—		310.1		12.9
Land and land improvements	157.5		152.4
Deferred income tax expense (benefit)	(103.3)		(108.0)		(40.5)
Buildings and fixtures	1,383.5		1,174.9
Loss (gain) on disposal of assets – net	3.9		12.6		7.8
Machinery and equipment	3,257.1		2,933.7
Other noncash adjustments – net	50.9		15.3		31.9
Construction in progress	619.4		911.7
Settlement of interest rate contracts	—		—		42.5
Gross Property, Plant, and Equipment	5,417.5		5,172.7
Defined benefit pension contributions	(11.5)		(5.0)		(4.1)
Accumulated depreciation	(2,337.9)		(2,100.0)
Changes in assets and liabilities, net of effect from acquisition and divestitures:
Total Property, Plant, and Equipment	3,079.6		3,072.7
Trade receivables	(36.9)		117.2		41.5
Other Noncurrent Assets
Inventories	83.3		(180.6)		2.9
Operating lease right-of-use assets	115.4		174.6
Other current assets	61.1		(48.9)		(35.5)
Goodwill	5,710.0		7,649.9
Accounts payable	(112.0)		(36.5)		(81.7)
Other intangible assets – net	6,346.9		7,255.4
Accrued liabilities	(48.5)		(85.4)		99.4
Other noncurrent assets	164.8		154.2
Income and other taxes	142.6		(50.6)		(34.9)
Total Other Noncurrent Assets	12,337.1		15,234.1
Other – net	6.0		(13.9)		(36.2)
Total Assets	$	17,563.3	$	20,273.7
Net Cash Provided by (Used for) Operating Activities	1,473.6		1,210.4		1,229.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Investing Activities
Current Liabilities
Business acquired, net of cash acquired	—		—		(3,920.6)
Accounts payable	$	1,288.7	$	1,336.2
Proceeds from sale of equity securities	—		—		466.3
Accrued compensation	118.0		151.5
Proceeds from divestitures – net	—		326.0		56.3
Accrued trade marketing and merchandising	188.8		214.3
Additions to property, plant, and equipment	(317.4)		(393.8)		(586.5)
Dividends payable	114.6		112.8
Proceeds from disposal of property, plant, and equipment	13.1		7.0		0.4
Current portion of long-term debt	—		999.3
Collateral received (pledged) for derivative cash margin accounts	44.9		(39.4)		18.9
Short-term borrowings	640.8		591.0
Other – net	0.6		(0.1)		0.6
Other current liabilities	301.1		356.0
Net Cash Provided by (Used for) Investing Activities	(258.8)		(100.3)		(3,964.6)
Total Current Liabilities	2,652.0		3,761.1
Financing Activities
Noncurrent Liabilities
Short-term borrowings (repayments) – net	(251.5)		19.2		578.2
Long-term debt, less current portion	7,036.8		6,773.7
Proceeds from long-term debt	—		650.0		4,285.0
Defined benefit pensions	53.0		54.1
Repayments of long-term debt	(500.0)		(1,300.0)		(1,791.0)
Other postretirement benefits	45.8		44.3
Capitalized debt issuance costs	—		(3.0)		(32.1)
Deferred income taxes	1,548.6		1,737.4
Quarterly dividends paid	(464.7)		(455.4)		(437.5)
Noncurrent operating lease liabilities	84.1		143.5
Purchase of treasury shares	(5.6)		(3.3)		(372.8)
Other noncurrent liabilities	60.4		65.7
Payment of assumed tax receivable agreement obligation	—		—		(86.4)
Total Noncurrent Liabilities	8,828.7		8,818.7
Other – net	(4.7)		(10.2)		(1.8)
Total Liabilities	11,480.7		12,579.8
Net Cash Provided by (Used for) Financing Activities	(1,226.5)		(1,102.7)		2,141.6
Shareholders’ Equity
Effect of exchange rate changes on cash	0.4		0.5		(0.2)
Serial preferred shares – no par value: Authorized – 6,000,000 shares; outstanding – none	—		—
Net increase (decrease) in cash and cash equivalents	(11.3)		7.9		(593.8)
Common shares – no par value: Authorized – 300,000,000 shares; outstanding – 106,425,081 at April 30, 2025, and 106,194,281 at April 30, 2024 (net of 44,062,564 and 44,293,364 treasury shares, respectively), at stated value	26.6		26.5
Cash and cash equivalents at beginning of year	69.9		62.0		655.8
Additional capital	5,738.7		5,713.9
Cash and Cash Equivalents at End of Year	$	58.6	$	69.9	$	62.0
Retained income	501.8		2,188.1
Accumulated other comprehensive income (loss)	(184.5)		(234.6)
Total Shareholders’ Equity	6,082.6		7,693.9
Total Liabilities and Shareholders’ Equity	$	17,563.3	$	20,273.7


( )			Denotes use of cash

See notes to consolidated financial statements.

THE J. M. SMUCKER COMPANY

STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

	Year Ended April 30,
(Dollars in millions)	CommonSharesOutstanding		CommonShares		AdditionalCapital		RetainedIncome (Accumulated Deficit)		AccumulatedOtherComprehensiveIncome (Loss)		Total Shareholders’ Equity
(Dollars in millions)	2025		2024		2023
Balance at May 1, 2023	104,398,618		$	26.1	$	5,371.8	$	2,132.1	$	(239.2)	$	7,290.8
Operating Activities
Net income (loss)							744.0				744.0
Net income (loss)	$	(1,230.8)	$	744.0	$	(91.3)
Other comprehensive income (loss)									4.6		4.6
Adjustments to reconcile net income (loss) to net cash provided by (used for) operations:
Comprehensive income (loss)											748.6
Depreciation	283.2		239.7		224.1
Purchase of treasury shares	(2,416,945)		(0.7)		(132.8)		(242.9)				(376.4)
Amortization	219.3		191.1		206.9
Issuance of shares for acquisition	3,989,915		1.0		449.2						450.2
Goodwill impairment charges	1,661.6		—		—
Stock plans	222,693		0.1		25.7		(1.1)				24.7
Other intangible assets impairment charges	320.9		—		—
Cash dividends declared, $4.24 per common share							(444.0)				(444.0)
Realized loss on investment in equity securities – net	—		21.5		—
Balance at April 30, 2024	106,194,281		26.5		5,713.9		2,188.1		(234.6)		7,693.9
Pension settlement loss (gain)	—		3.2		7.4
Net income (loss)							(1,230.8)				(1,230.8)
Share-based compensation expense	29.9		23.9		25.6
Other comprehensive income (loss)									50.1		50.1
Loss (gain) on divestitures – net	310.1		12.9		1,018.5
Comprehensive income (loss)											(1,180.7)
Deferred income tax expense (benefit)	(108.0)		(40.5)		(190.8)
Purchase of treasury shares	(29,747)		—		(3.7)		0.8				(2.9)
Loss (gain) on disposal of assets – net	12.6		7.8		5.1
Stock plans	260,547		0.1		28.5		0.8				29.4
Other noncash adjustments – net	15.3		31.9		23.9
Cash dividends declared, $4.32 per common share							(457.1)				(457.1)
Settlement of interest rate contracts	—		42.5		—
Balance at April 30, 2025	106,425,081		26.6		5,738.7		501.8		(184.5)		6,082.6
Defined benefit pension contributions	(5.0)		(4.1)		(74.1)
Net income (loss)							(138.7)				(138.7)
Changes in assets and liabilities, net of effect from acquisition and divestitures:
Other comprehensive income (loss)									50.4		50.4
Trade receivables	117.2		41.5		(74.8)
Comprehensive income (loss)											(88.3)
Inventories	(180.6)		2.9		(134.6)
Purchase of treasury shares	(57,768)		—		(7.1)		1.5				(5.6)
Other current assets	(48.9)		(35.5)		86.8
Stock plans	294,545		0.1		20.9		1.1				22.1
Accounts payable	(36.5)		(81.7)		151.6
Cash dividends declared, $4.40 per common share							(467.0)				(467.0)
Accrued liabilities	(85.4)		99.4		0.4
Balance at April 30, 2026	106,661,858		$	26.7	$	5,752.5	$	(101.3)	$	(134.1)	$	5,543.8
Income and other taxes	(50.6)		(34.9)		9.5
Other – net	(13.9)		(36.2)		0.2
Net Cash Provided by (Used for) Operating Activities	1,210.4		1,229.4		1,194.4
Investing Activities
Business acquired, net of cash acquired	—		(3,920.6)		—
Proceeds from sale of equity securities	—		466.3		—
Proceeds from divestitures – net	326.0		56.3		686.3
Additions to property, plant, and equipment	(393.8)		(586.5)		(477.4)
Other – net	(32.5)		19.9		47.3
Net Cash Provided by (Used for) Investing Activities	(100.3)		(3,964.6)		256.2
Financing Activities
Short-term borrowings (repayments) – net	19.2		578.2		(185.9)
Proceeds from long-term debt	650.0		4,285.0		—
Repayments of long-term debt	(1,300.0)		(1,791.0)		—
Capitalized debt issuance costs	(3.0)		(32.1)		—
Quarterly dividends paid	(455.4)		(437.5)		(430.2)
Purchase of treasury shares	(3.3)		(372.8)		(367.5)
Proceeds from stock option exercises	1.9		3.2		21.6
Payment of assumed tax receivable agreement obligation	—		(86.4)		—
Other – net	(12.1)		(5.0)		(2.6)
Net Cash Provided by (Used for) Financing Activities	(1,102.7)		2,141.6		(964.6)
Effect of exchange rate changes on cash	0.5		(0.2)		(0.1)
Net increase (decrease) in cash and cash equivalents	7.9		(593.8)		485.9
Cash and cash equivalents at beginning of year	62.0		655.8		169.9
Cash and Cash Equivalents at End of Year	$	69.9	$	62.0	$	655.8

( ) Denotes use of cash

See notes to consolidated financial statements.

THE J. M. SMUCKER COMPANY

(Dollars in millions)	CommonSharesOutstanding	CommonShares		AdditionalCapital		RetainedIncome		AccumulatedOtherComprehensiveIncome (Loss)		Total Shareholders’ Equity
Balance at May 1, 2022	106,458,317	$	26.6	$	5,457.9	$	2,893.0	$	(237.4)	$	8,140.1
Net income (loss)						(91.3)				(91.3)
Other comprehensive income (loss)								(1.8)		(1.8)
Comprehensive income (loss)										(93.1)
Purchase of treasury shares	(2,423,196)	(0.6)		(132.2)		(238.3)				(371.1)
Stock plans	363,497	0.1		46.1		(0.1)				46.1
Cash dividends declared, $4.08 per common share						(431.2)				(431.2)
Balance at April 30, 2023	104,398,618	26.1		5,371.8		2,132.1		(239.2)		7,290.8
Net income (loss)						744				744
Other comprehensive income (loss)								4.6		4.6
Comprehensive income (loss)										748.6
Purchase of treasury shares	(2,416,945)	(0.7)		(132.8)		(242.9)				(376.4)
Issuance of shares for acquisition	3,989,915	1.0		449.2						450.2
Stock plans	222,693	0.1		25.7		(1.1)				24.7
Cash dividends declared, $4.24 per common share						(444.0)				(444.0)
Balance at April 30, 2024	106,194,281	26.5		5,713.9		2,188.1		(234.6)		7,693.9
Net income (loss)						(1,230.8)				(1,230.8)
Other comprehensive income (loss)								50.1		50.1
Comprehensive income (loss)										(1,180.7)
Purchase of treasury shares	(29,747)	—		(3.7)		0.8				(2.9)
Stock plans	260,547	0.1		28.5		0.8				29.4
Cash dividends declared, $4.32 per common share						(457.1)				(457.1)
Balance at April 30, 2025	106,425,081	$	26.6	$	5,738.7	$	501.8	$	(184.5)	$	6,082.6

See notes to consolidated financial statements.

THE J. M. SMUCKER COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, unless otherwise noted, except per share data)

Note 1: Accounting Policies

Principles of Consolidation: The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and its majority-owned investments, if any. Intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires that we make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates in these consolidated financial statements include, among others, estimates of future cash flows associated with assets, potential asset impairments, purchase price allocation, goodwill related to acquisitions and divestitures, useful lives and residual values of long-lived assets used in determining depreciation and amortization, net realizable value of inventories, accruals for trade marketing and merchandising programs, income taxes, and discount rates and other assumptions used in determining defined benefit pension and other postretirement benefit expenses. Actual results could differ from these estimates.

Cash and Cash Equivalents: We consider all short-term, highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Based on the short-term nature of these assets, carrying value approximates fair value. As of April 30, ~~2025~~2026 and ~~2024~~2025, there were no cash equivalents within cash and cash equivalents in the Consolidated Balance Sheets.

Revenue Recognition: Principally all of our revenue is derived from the sale of food and beverage products to food retailers, online retailers, and foodservice distributors and operators. We recognize revenue when obligations under the terms of a contract with a customer have been satisfied. This occurs when control of our products transfers, which typically takes place upon delivery to or pick up by the customer. Amounts due from our customers are classified as trade receivables in the Consolidated Balance Sheets and require payment on a short-term basis.

Transaction price is based on the list price included in our published price list, which is then reduced by the estimated impact of variable consideration, such as trade marketing and merchandising programs, discounts, unsaleable product allowances, returns, and similar items, in the same period that the revenue is recognized. To estimate the impact of these costs, we consider customer contract provisions, historical data, and our current expectations.

We have trade marketing and merchandising programs that consist of various promotional activities conducted through retailers, distributors, or directly with consumers, including in-store display and product placement programs, price discounts, coupons, and other similar activities. For additional discussion on these programs, refer to “Critical Accounting Estimates and Policies” within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For revenue disaggregated by reportable segment, geographical region, and product category, see Note 5: Reportable Segments.

Shipping and Handling Costs: Transportation costs included in cost of products sold relate to the costs incurred to ship our products. Distribution costs are included in SD&A expenses and primarily relate to the warehousing costs incurred to store our products. Total costs recorded within SD&A were $~~291~~286.15, $~~267~~291.71, and $~~304~~267.57 in ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively.

Advertising Expense: Advertising costs are expensed as incurred and are included in SD&A in the Statements of Consolidated Income (Loss). Advertising expense was $~~181~~179.03, $~~182~~181.50, and $~~160~~182.35 in ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively.

Research and Development Costs: Research and development (“R&D”) costs are expensed as incurred and are included in SD&A in the Statements of Consolidated Income (Loss). R&D costs include expenditures for new and existing product and manufacturing process innovations, which are comprised primarily of internal salaries and wages, consulting, testing, and other supplies attributable to time spent on R&D activities. Other costs include the depreciation and maintenance of research facilities. Total R&D expense was $5155.72, $4951.17, and $4749.31 in ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively.

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Share-Based Payments: Share-based compensation expense, including stock options, is recognized on a straight-line basis over the requisite service period, and generally vest over a period of ~~1 to~~ 3 years.

The following table summarizes amounts related to share-based payments.

	Year Ended April 30,
	2025		2024		2023
	2026		2025		2024
Share-based compensation expense included in SD&A	$	2922.17	$	2329.71	$	2523.67
Share-based compensation expense included in other special project costs	0.89		0.28		—0.2
Total share-based compensation expense	$	2923.96	$	2329.9	$	2523.69
Related income tax benefit	$	75.16	$	57.61	$	65.06

As of April 30, ~~2025~~2026, total unrecognized share-based compensation cost related to nonvested share-based awards, including stock options, was $3634.09. The weighted-average period over which this amount is expected to be recognized is 12.92 years.

Realized excess tax benefits and tax deficiencies are presented in the Statements of Consolidated Cash Flows as an operating activity and are recognized within income taxes in the Statements of Consolidated Income (Loss). In 2026 and 2025, the excess tax expense realized upon exercise or vesting of share-based compensation was $1.9 and $1.0, respectively, and in 2024 ~~and 2023~~, the excess tax ~~benefits~~benefit ~~were~~was $2.9~~, and $1~~.4, ~~respectively.~~ For additional discussion on share-based compensation expense, see Note 13: Share-Based Payments.

Earnings Per Share: Earnings per share is computed in accordance with FASB ASC 260, Earnings Per Share. As required by FASB ASC 260, we computed net income (loss) per common share (“basic earnings per share”) under the two-class method for ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during the periods. Further, we compute net income (loss) per common share – assuming dilution (“diluted earnings per share”) under either the two-class method or the treasury method, dependent on which is more dilutive. In ~~2025~~2026 and ~~2023~~2025, we recognized a net loss, and, as a result, excluded the anti-dilutive effect of stock-based awards from the computation of diluted earnings per share. ~~Therefore, in 2025 and 2023, diluted earnings per share was computed under the two-class method.~~ In 2024, the computation of diluted earnings per share was more dilutive under the treasury stock method.

Basic earnings per share is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Under the two-class method, net income (loss) available to common and participating common shareholders is reduced by the net income (loss) allocated to participating securities, which is equal to the amount of dividends declared in the current period, and the contractual amount of dividends that must be paid for the current period related to participating securities. Under the treasury stock method, the diluted earnings per share calculation includes potential common shares assumed to be issued, which reflects the potential dilution that would occur if any outstanding options or warrants were exercised or restricted stock becomes vested, and includes the “if converted” method for participating securities if the effect is dilutive. For additional information on the earnings per share calculations, see Note 6: Earnings Per Share.

Defined Contribution Plans: We offer employee savings plans for domestic and Canadian employees. Our contributions under these plans are based on a specified percentage of employee contributions. Charges to operations for these plans in ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024 were $4748.73, $4147.57, and $41.05, respectively. For information on our defined benefit plans, see Note 9: Pensions and Other Postretirement Benefits.

Income Taxes: We account for income taxes using the liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the applicable tax rate is recognized in income or expense in the period that the change is enacted. A tax benefit is recognized when it is more likely than not to be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. We recognize income taxes on global intangible low-taxed income (“GILTI”) as a period expense in the period in which the tax is incurred.

We account for the financial statement recognition and measurement criteria of a tax position taken or expected to be taken in a tax return under FASB ASC 740, Income Taxes. FASB ASC 740 also provides guidance on derecognition, classification, ~~interest~~

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interest and penalties, accounting in interim periods, and disclosure. In accordance with the requirements of FASB ASC 740, uncertain tax positions have been classified in the Consolidated Balance Sheets as noncurrent, except to the extent payment is expected within one year. We recognize net interest and penalties related to unrecognized tax benefits in income tax expense. For additional information, refer to Note 14: Income Taxes.

Trade Receivables: In the normal course of business, we extend credit to customers. Trade receivables, less credit losses, reflect the net realizable value of receivables and approximates fair value. We account for trade receivables, less credit losses, in accordance with FASB ASC 326, Financial Instruments – Credit Losses. We evaluate our trade receivables and establish a reserve for credit loss based on a combination of factors. When aware that a specific customer has been impacted by circumstances such as bankruptcy filings or deterioration in the customer’s operating results or financial position, potentially making it unable to meet its financial obligations, we record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for credit loss for all other customers based on a variety of factors, including the length of credit terms and risk class, historical collection experience, and an evaluation of current and projected economic conditions at the balance sheet date. Trade receivables are charged off against the reserve for credit losses after we determine that the potential for recovery is remote. AtThe ~~April 30, 2025 and 2024, the~~ reserve for credit losses ~~were~~was $1.5 ~~and~~at ~~$8.7~~both April 30, ~~respectively~~2026 and 2025. We believe there is no concentration of risk with any single customer whose failure or nonperformance would materially affect results other than as discussed in Note 5: Reportable Segments.

Inventories: Inventories are stated at the lower of cost or market, with market being defined as net realizable value, less costs to sell. Cost for all inventories is determined using the first-in, first-out method applied on a consistent basis.

The cost of finished products and work-in-process inventory includes materials, direct labor, and overhead. Work-in-process is included in finished products in the Consolidated Balance Sheets and was $81118.02 and $81.30 at April 30, ~~2025~~2026 and ~~2024~~2025, respectively.

Derivative Financial Instruments: We account for derivative instruments in accordance with FASB ASC 815, Derivatives and Hedging, which requires all derivative instruments to be recognized at fair value in the financial statements, regardless of the purpose or intent for holding them.

We do not qualify commodity derivatives or instruments used to manage foreign currency exchange exposures for hedge accounting treatment, and, as a result, the derivative gains and losses are immediately recognized in earnings. Although we do not perform the assessments required to achieve hedge accounting for derivative positions, we believe all of our derivatives are economic hedges of our risk exposure. The exposures hedged have a high inverse correlation to price changes of the derivative instrument. Thus, we would expect that over time any gain or loss in the estimated fair value of the derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.

Property, Plant, and Equipment: Property, plant, and equipment is recognized at cost and is depreciated on a straight-line basis over the estimated useful life of the asset (3 to 20 years for machinery and equipment, 1 to 7 years for capitalized software costs related to software that we have purchased or has been licensed to us, and 5 to 40 years for buildings, fixtures, and improvements).

We lease certain land, buildings, and equipment for varying periods of time, with renewal options. Lease expense in ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024 was $~~118~~114.74, $~~121~~118.7, and $~~113~~121.37, respectively.

In accordance with FASB ASC 360, Property, Plant, and Equipment, long-lived assets, other than goodwill and other indefinite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net undiscounted cash flows estimated to be generated by such assets. If such

5857

assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount exceeds the estimated fair value of the assets. Assets to be disposed of by sale are recognized as held for sale at the lower of carrying value or fair value less costs to sell. Furthermore, determining fair value is subject to estimates of both cash flows and discount rates, and different estimates could yield different results. There are no events or changes in circumstances of which we are aware of that indicate the carrying value of our long-lived assets may not be recoverable at April 30, ~~2025~~2026.

Goodwill and Other Intangible Assets: Goodwill is the excess of the purchase price paid over the estimated fair value of the net assets of a business acquired. In accordance with FASB ASC 350, Intangibles – Goodwill and Other, goodwill and other indefinite-lived intangible assets are not amortized and are assessed at least annually for impairment. We conduct our annual test for impairment of goodwill and other indefinite-lived intangible assets as of February 1 of each year. A discounted cash flow valuation technique is utilized to estimate the fair value of our reporting units and indefinite-lived intangible assets. We also use a market-based approach to estimate the fair value of our reporting units. An equal weighting of estimated value under these approaches is used to determine the fair value of each reporting unit, respectively. The discount rates utilized in the cash flow analyses are developed using a weighted-average cost of capital methodology. In addition to the annual test, we test for impairment if events or circumstances occur that would more likely than not reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value. Further, upon disposal of a business, a relative fair value analysis is utilized to determine the amount of goodwill to be disposed of for each impacted reporting unit, using estimates and assumptions consistent with the annual test. Following the allocation of goodwill to the disposal group, the remaining goodwill is assessed for potential indicators of impairment. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. For additional information, see Note 7: Goodwill and Other Intangible Assets.

Marketable Securities and Other Investments: We maintain funds for the payment of benefits associated with nonqualified retirement plans. These funds include investments considered to be available-for-sale marketable securities. At April 30, ~~2025~~2026 and ~~2024~~2025, the fair value of these investments was $2018.05 and $2220.10, respectively, and was included in other noncurrent assets in the Consolidated Balance Sheets. Included in accumulated other comprehensive income (loss) at April 30, ~~2025~~2026 and ~~2024~~2025, were unrealized pre-tax gains of $01.75 and $10.47, respectively.

Investment in Equity Securities: Investments in common stock of entities other than our consolidated subsidiaries in which we own less than 20 percent of an entity’s common stock and do not provide significant influence are accounted for as a financial instrument in accordance with FASB ASC 321, Investments – Equity Securities. As required by FASB ASC 321, the ownership interest in the entity is recognized at fair value based on fixed or determinable prices within current assets in the Consolidated Balance Sheets, and any change in fair value is included in other income (expense) – net in the Statements of Consolidated Income (Loss).

The net proceeds received from the divestiture of certain pet food brands in 2023 included approximately 5.4 million shares of Post Holdings, Inc. (“Post”) common stock, which represented approximately an 8 percent equity interest in Post as of April 30, 2023. The fair value of the investment in Post common stock was $487.8 at April 30, 2023. Upon selling the Post common stock on November 15, 2023, the investment in equity securities was valued at $460.9. We recognized a realized pre-tax loss of $30.7 on the investment, with $26.9 ~~and $3.8~~ of the loss recognized during the ~~years~~year ended April 30, 2024 ~~and 2023~~, ~~respectively,~~ which ~~were~~was included in other income (expense) – net in the ~~Statements~~Statement of Consolidated Income (Loss). For additional information, see Note 3: Divestitures and Note 10: Derivative Financial Instruments.

Equity Method Investments: Investments in common stock of entities other than our consolidated subsidiaries in which we own between 20 percent and 50 percent of an entity’s common stock and are able to exercise significant influence over them are accounted for under the equity method in accordance with FASB ASC 323, Investments – Equity Method and Joint Ventures. Under the equity method, the initial investment is recorded at cost, and the investment is subsequently adjusted for its proportionate share of earnings or losses, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets. The difference between the carrying amount of the investment and the underlying equity in net assets is primarily attributable to goodwill and other intangible assets. For additional information, see Note 11: Other Financial Instruments and Fair Value Measurements.

We have a 20 percent equity interest in Mountain Country Foods, LLC and approximately a 42 percent equity interest in Numi, Inc. The carrying amount of these investments is included in other noncurrent assets in the Consolidated Balance Sheets. The investments did not have a material impact on the consolidated financial statements or the respective reportable segment to which they relate for the years ended April 30, ~~2025~~2026 and ~~2024~~2025.

Supplier Financing Program: We have an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution. Participating suppliers can sell one or more of our payment obligations at their sole discretion. We have no economic interest in a supplier’s decision to enter into these agreements. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements. However, our right to offset balances due from suppliers against our payment obligations is restricted by the agreement for those payment obligations that have been sold by our suppliers. The payment of these obligations is included in cash provided by operating activities in the Statements of Consolidated Cash Flows. Included in accounts payable in the Consolidated Balance Sheets as of April 30, 2026 and 2025, were $325.1 and $340.4 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

Foreign Currency Translation: Assets and liabilities of foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates, while income and expenses are translated using average rates throughout the periods. Translation adjustments are reported as a component of accumulated other comprehensive income (loss). Included in accumulated other comprehensive income (loss) at April 30, 2026 and 2025, were foreign currency losses of $38.5 and $41.7, respectively.

Recently Adopted Accounting Standards: In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 will improve the transparency and decision usefulness of income tax disclosures to better assess how operations and related tax risks affect tax rates and future cash flows on an interim and annual basis. During 2026, we adopted the annual disclosure requirements on a retrospective basis, which are presented in Note 14: Income Taxes. The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. This ASU requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), other segment expenses included in each reported measure of segment profitability, and disclosure of the title and position of the CODM. We adopted the interim and annual disclosure requirements on a retrospective basis during 2026 and 2025, respectively. The additional disclosures required are presented in Note 5: Reportable Segments. The adoption of this standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted: In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 will modernize the accounting guidance for the costs to develop software for internal use by removing all references to software development project stages so that the guidance is neutral to different software development methods. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and it is probable that the project will be completed and the software will be used for its intended purpose. It will be effective for our annual and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective date on either a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 will provide investors with more decision-useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this ASU will require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. It will be effective for our annual period beginning May 1, 2027, and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective dates on either a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

~~Supplier~~partially ~~Financing~~driven ~~Program:~~by Wethe ~~have~~elevated ancommodity ~~agreement~~and ~~with~~supply achain ~~third-party~~costs ~~administrator~~we continued to ~~provide~~experience anin ~~accounts~~2026. ~~payable~~We ~~tracking~~actively ~~system~~monitor ~~and~~changes ~~facilitate~~in acommodity ~~supplier~~and ~~financing~~supply ~~program~~chain ~~which~~costs, ~~allows~~and ~~participating~~to ~~suppliers~~mitigate the ~~ability~~fluctuation toof ~~monitor~~costs, ~~and~~we ~~voluntarily~~may ~~elect~~be required to ~~sell~~implement ~~our~~material ~~payment~~price ~~obligations~~increases toor adecreases ~~designated~~across ~~third-party~~our ~~financial institution~~business. ~~Participating~~Green ~~suppliers~~coffee, ~~can~~along ~~sell~~with ~~one~~certain orother ~~more~~raw ofmaterials, ~~our~~is ~~payment~~sourced ~~obligations~~solely atfrom ~~their~~foreign ~~sole discretion~~countries, and ~~our~~its ~~rights~~supply and ~~obligations~~price tois ~~our~~subject ~~suppliers~~to ~~are~~high ~~not~~volatility ~~impacted.~~due Weto ~~have~~factors nosuch ~~economic~~as ~~interest~~weather, inglobal asupply ~~supplier’s~~and ~~decision~~demand, toproduct ~~enter~~scarcity, ~~into~~plant ~~these~~disease, ~~agreements.~~investor ~~Our~~speculation, ~~rights~~geopolitical ~~and~~conflicts, ~~obligations~~changes toin ~~our~~governmental ~~suppliers,~~agricultural ~~including~~and ~~amounts~~energy ~~due~~policies and ~~scheduled~~regulation, ~~payment~~political ~~terms,~~and ~~are~~economic ~~not~~conditions ~~impacted~~in bythe ~~our~~source ~~suppliers’~~countries, ~~decisions~~and totariffs. ~~sell~~Raw ~~amounts~~materials ~~under~~are ~~these~~generally ~~arrangements.~~available ~~However~~from numerous sources, ~~our~~although ~~right~~we have elected to ~~offset~~source ~~balances~~certain ~~due~~plastic ~~from~~packaging ~~suppliers~~materials ~~against~~for our ~~payment~~Folgers ~~obligations~~coffee isproducts, ~~restricted~~as bywell ~~the~~as ~~agreement~~our ~~for~~Jif ~~those~~peanut ~~payment~~butter, ~~obligations~~and ~~that~~certain ~~have~~finished ~~been~~goods, ~~sold~~such byas K-Cup® pods, our ~~suppliers.~~Pup-Peroni ~~The~~dog ~~payment~~snacks, ofand ~~these~~liquid ~~obligations~~coffee, isfrom ~~included~~primary inor ~~cash~~single ~~provided~~sources byof ~~operating~~supply ~~activities~~pursuant into ~~the~~long-term ~~Statements~~contracts. ofWhile ~~Consolidated~~availability ~~Cash~~may ~~Flows.~~vary ~~Included~~from inyear ~~accounts~~to ~~payable~~year, inwe ~~the~~have ~~Consolidated~~not ~~Balance~~historically ~~Sheets~~encountered assignificant shortages of ~~April 30,~~key ~~2025~~raw materials, and ~~2024,~~we ~~were~~believe ~~$340.4~~that ~~and~~we ~~$384.9~~will ofcontinue ~~our~~to ~~outstanding~~obtain ~~payment~~adequate ~~obligations,~~supplies. ~~respectively,~~We ~~that~~consider ~~were~~our ~~elected~~relationships ~~and~~with ~~sold~~key toraw amaterial ~~financial~~suppliers ~~institution~~to bybe ~~participating~~in ~~suppliers~~good standing.

Foreign Currency Translation: Assets and liabilities of foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates, while income and expenses are translated using average rates throughout the periods. Translation adjustments are reported as a component of accumulated other comprehensive income (loss). Included in accumulated other comprehensive income (loss) at April 30, 2025 and 2024, were foreign currency losses of $41.7 and $39.2, respectively.

Recently Adopted Accounting Standards: In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. This ASU requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), other segment expenses included in each reported measure of segment profitability, and disclosure of the title and position of the CODM. During 2025, we adopted the annual disclosure requirements on a retrospective basis. The additional disclosures required are presented in Note 5: Reportable Segments. The adoption of this standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standard Not Yet Adopted: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 will provide investors with more decision-useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this ASU will require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. It will be effective for our annual period beginning May 1, 2027, and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective dates on either a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

In March 2024, the SEC adopted the climate-related final rule SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, however, in April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review, and in March 2025, the SEC voted to end its defense of the rule. In April 2025, the court halted further proceedings indefinitely, pending further notice, and directed the SEC to file a status report with its next steps by July 23, 2025. We will continue to monitor whether or not this rule will become effective.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 will improve the transparency and decision usefulness of income tax disclosures to better assess how operations and related tax risks affect tax rates and future cash flows on an interim and annual basis. It will be effective for us on May 1, 2025, and can be adopted either on a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

Risks and Uncertainties: The raw materials used in each of our segments are primarily commodities, agricultural-based products, and packaging materials. The principal packaging materials we use are plastic, glass, metal cans, caps, carton board, and corrugate. Green coffee, peanuts, oils and fats, flour, sugar, fruit, and other ingredients are obtained from various suppliers. The availability, quality, and costs of many of these commodities have fluctuated, and may continue to fluctuate over time, partially driven by the continued elevated commodity and supply chain costs we experienced in 2025. We actively monitor changes in commodity and supply chain costs, and to mitigate the rising costs, we may be required to implement material price increases across our business. Green coffee, along with certain other raw materials, is sourced solely from foreign countries, and its supply and price is subject to high volatility due to factors such as weather, global supply and

demand, product scarcity, plant disease, investor speculation, geopolitical conflicts, changes in governmental agricultural and energy policies and regulation, political and economic conditions in the source countries, and tariffs. Raw materials are generally available from numerous sources, although we have elected to source certain plastic packaging materials for our Folgers coffee products, as well as our Jif peanut butter, and certain finished goods, such as K-Cup® pods, our Pup-Peroni dog snacks, and liquid coffee, from primary or single sources of supply pursuant to long-term contracts. While availability may vary from year-to-year, we believe that we will continue to obtain adequate supplies and that alternatives to primary or single-sourced materials are available. We have not historically encountered significant shortages of key raw materials. We consider our relationships with key raw material suppliers to be in good standing.

We have consolidated production capacity at a single manufacturing site for certain products, including the majority of our coffee, Milk-Bone dog snacks, and fruit spreads. Although steps are taken at all of our manufacturing sites to reduce the likelihood of a production disruption, an interruption at a single manufacturing site would result in a reduction or elimination of the availability of some of our products for a period of time.

Of our full-time employees, 2221 percent are covered by union contracts at ~~nine~~eight manufacturing locations. The contracts vary in term depending on location, with three contracts expiring in ~~2026~~2027, representing approximately 105 percent of our total employees.

We insure our business and assets in each country against insurable risks, to the extent that we deem appropriate, based upon an analysis of the relative risks and costs.

Note 2: Acquisition

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands. The total purchase consideration in connection with the acquisition was $5.4 billion, which reflects an exchange offer of all outstanding shares of Hostess Brands common stock at a price of $34.25 per share, consisting of $30.00 in cash and 0.03002 shares of our common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date. The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2, as discussed in Note 17: Common Shares. In addition, we paid $3.9 billion in cash, net of cash acquired, and assumed $991.0 of debt from Hostess Brands and $67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards. New debt of $5.0 billion was borrowed, consisting of $3.5 billion in Senior Notes, an $800.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”), and $700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the acquisition. For additional information on the financing associated with this transaction, refer to Note 8: Debt and Financing Arrangements.

~~The~~Hostess ~~purchase~~Brands ~~price~~is ~~included~~a ~~the~~manufacturer ~~issuance~~and ofmarketer ~~approximately 4.0 million~~ of ~~our~~sweet ~~common~~baked ~~shares~~goods tobrands, including Hostess ~~Brands’~~Donettes, ~~shareholders~~Twinkies, ~~valued~~CupCakes, atDingDongs, ~~$450.2~~Zingers, asCoffeeCakes, ~~discussed in Note 17: Common Shares. In addition~~HoHos, weMini ~~paid $3.9 billion in cash~~Muffins, ~~net~~and ofFruit ~~cash acquired~~Pies, and ~~assumed~~the ~~$991.0~~Voortman ofcookie ~~debt~~brand ~~from~~at ~~Hostess~~the ~~Brands~~acquisition ~~and $67~~date.8 ofIn anaddition ~~other~~to ~~debt-like~~its ~~item,~~headquarters ~~reflecting~~in ~~consideration~~Lenexa, ~~transferred~~Kansas, ~~for~~ the ~~cash~~transaction ~~payment~~included ofsix ~~Hostess~~manufacturing ~~Brands’~~facilities ~~employee~~located ~~equity~~in ~~awards.~~Emporia, ~~New~~Kansas; ~~debt~~Burlington, ofOntario; ~~$5.0~~Chicago, ~~billion~~Illinois; ~~was borrowed~~Columbus, ~~consisting~~Georgia; ofIndianapolis, ~~$3.5~~Indiana; ~~billion~~and ~~in Senior Notes~~Arkadelphia, ~~an $800.0 Term Loan~~Arkansas, ~~and~~a ~~$700.0~~distribution offacility ~~short-term~~in ~~borrowings~~Edgerton, ~~under~~Kansas, ~~our commercial paper program to partially fund the transaction~~ and ~~pay~~a ~~off~~commercial ~~the~~center ~~debt~~of ~~assumed~~excellence asin ~~part~~Chicago, ~~of the acquisition~~Illinois. ~~For~~Approximately ~~additional~~3,000 ~~information~~employees ontransitioned ~~the financing associated~~ with ~~this~~the ~~transaction,~~business ~~refer~~at tothe ~~Note~~close 8:of ~~Debt~~the ~~and Financing Arrangements~~transaction.

~~Hostess~~The ~~Brands~~final ispurchase aprice ~~manufacturer~~was allocated to the underlying assets acquired and ~~marketer~~liabilities assumed based upon their estimated fair values at the date of ~~sweet~~acquisition. ~~baked~~We ~~goods~~determined ~~brands~~the ~~including~~estimated ~~Hostess~~fair ~~Donettes,~~values ~~Twinkies,~~based ~~CupCakes,~~on ~~DingDongs,~~independent ~~Zingers~~appraisals, ~~CoffeeCakes,~~discounted ~~HoHos~~cash flow analyses, ~~Mini~~quoted ~~Muffins~~market prices, and ~~Fruit~~estimates ~~Pies~~made by management. The purchase price allocation included total intangible assets of $3,038.6. ~~and~~The purchase price exceeded the ~~Voortman~~estimated ~~cookie~~fair ~~brand~~value atof the ~~acquisition~~net ~~date.~~identifiable Intangible ~~addition~~and tointangible ~~its~~assets ~~headquarters~~acquired ~~in Lenexa~~and, ~~Kansas~~as such, the ~~transaction~~excess ~~included~~was ~~six~~allocated ~~manufacturing~~to ~~facilities~~goodwill. ~~located~~We inrecognized ~~Emporia,~~a ~~Kansas;~~total ~~Burlington~~of $2,446.8 ~~Ontario;~~of ~~Chicago,~~goodwill ~~Illinois;~~within ~~Columbus,~~the ~~Georgia;~~Sweet ~~Indianapolis,~~Baked ~~Indiana;~~Snacks ~~and~~reportable ~~Arkadelphia~~segment, ~~Arkansas,~~representing athe ~~distribution~~value ~~facility~~we inexpected ~~Edgerton,~~to ~~Kansas,~~achieve through the implementation of operational synergies and agrowth ~~commercial~~opportunities ~~center~~as ofwe ~~excellence~~integrated inHostess ~~Chicago,~~Brands ~~Illinois~~into our Company. ~~Approximately~~Of ~~3,000~~the ~~employees~~total ~~transitioned~~goodwill ~~with~~included in the ~~business~~purchase price allocation, $196.6 was deductible for tax purposes at the ~~close~~acquisition date, of ~~the~~which ~~transaction~~$142.7 remains deductible as of April 30, 2026.

The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including net sales and an operating loss of $1,178.8 and $2,162.3, respectively, are included within the Sweet Baked Snacks segment for 2025. The operating loss for the year ended April 30, 2025, includes $1,661.6 of pre-tax impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit, $320.9 of pre-tax impairment charges related to the Hostess brand indefinite-lived trademark, a $44.2 pre-tax loss on the disposal of certain Sweet Baked Snacks value brands, a $265.9 pre-tax loss on the disposal of the Voortman business, and excludes special project costs related to transaction and integration costs recognized within the segment.60

The final purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. We determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management. The purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired and, as such, the excess was allocated to goodwill.

Assets acquired:
Cash and cash equivalents	$	135.0
Trade receivables – net	181.1
Inventories	66.0
Other current assets	6.0
Property, plant, and equipment – net	534.5
Operating lease right-of-use assets	17.2
Goodwill	2,446.8
Other intangible assets – net	3,038.6
Other noncurrent assets	43.2
Total assets acquired	$	6,468.4
Liabilities assumed:
Accounts payable	$	67.3
Other current liabilities	249.0
Deferred income taxes	639.4
Noncurrent operating lease liabilities	14.5
Other noncurrent liabilities	1.4
Total liabilities assumed	971.6
Net assets acquired	$	5,496.8

As a result of the acquisition, we recognized a total of $2.4 billion of goodwill within the Sweet Baked Snacks segment. Of the total goodwill, $196.6 was deductible for tax purposes at the acquisition date, of which $164.8 remains deductible as of April 30, 2025. The goodwill recognized at acquisition represented the value we expected to achieve through the implementation of operational synergies and growth opportunities as we integrate Hostess Brands into our Company. During 2025, we recognized total pre-tax impairment charges of $1,982.5, of which $1,661.6 and $320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively. The remaining goodwill and indefinite-lived trademarks resulting from the acquisition remain susceptible to future impairment charges, as the carrying values approximate estimated fair values due to the impairment charges recognized during 2025. Any significant adverse change in our near or long-term projections or macroeconomic conditions may result in future impairment charges. For additional information, refer to Note 7: Goodwill and Other Intangible Assets.

The following table summarizes the purchase price allocated to the identifiable intangible assets acquired.

Intangible assets with finite lives:
Customer and contractual relationships (25-year useful life)	$	1,238.5
Non-competition agreements (varying useful lives)	38.0
Trademarks (5-year useful life)	9.9
Intangible assets with indefinite lives:
Trademarks	$	1,752.2
Total intangible assets	$	3,038.6

The annual amortization expense for the finite-lived intangible assets based on the purchase price allocation at the acquisition date was $71.6.

	Year Ended April 30, 2024
Net sales	$	8,912.8
Net income (loss)	761.9
Net income (loss) per common share – assuming dilution	7.15

The unaudited pro forma consolidated results are based on our historical financial statements and those of Hostess Brands and do not necessarily indicate the results of operations that would have resulted had the acquisition been completed at the beginning of the applicable period presented. The most significant pro forma adjustments relate to the elimination of interest expense associated with acquisition-related financing, nonrecurring acquisition-related costs incurred prior to the close of the transaction, amortization of acquired intangible assets, and depreciation of acquired property, plant, and equipment. The unaudited pro forma consolidated results do not give effect to the synergies of the acquisition and are not indicative of the results of operations in future periods.

Note 3: Divestitures

On December 2, 2024, we sold the Voortman business to Second Nature. The transaction included products sold under the Voortman brand, inclusive of certain trademarks, a leased manufacturing facility in Burlington, Ontario, and approximately 300 employees who supported the business. Under our ownership, the Voortman business generated net sales of approximately $86.3 and $65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks reportable segment. Net proceeds from the divestiture were $291.4, inclusive of the final working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $265.9 during 2025, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

~~The~~On ~~following~~January ~~table~~2, ~~summarizes~~2024, we sold the ~~net~~Canada ~~assets~~condiment business to TreeHouse Foods. The transaction included Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and ~~liabilities~~McLarens ~~disposed~~pickled atonions ~~April 30~~brands, ~~2025~~inclusive of certain trademarks. Under our ownership, these brands generated net sales of $43.8 in 2024, which ~~were~~was ~~measured~~included atin the ~~lower~~International operating segment. Final net proceeds from the divestiture were $25.3, inclusive of ~~carrying~~a ~~amount~~working orcapital ~~fair~~adjustment ~~value~~and ~~less~~cash transaction costs. toUpon ~~sell~~completion of this transaction during 2024, we recognized a pre-tax loss of $5.7, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

	April 30, 2025
	Sweet Baked Snacks value brands		Voortman
Assets disposed:
Cash and cash equivalents	$	—	$	1.4
Inventories	4.2		7.7
Other current assets	—		0.7
Property, plant, and equipment – net	43.1		33.9
Operating lease right-of-use assets	0.8		8.2
Goodwill	26.6		251.1
Other intangible assets – net	5.0		363.0
Total assets disposed	$	79.7	$	666.0
Liabilities disposed:
Accrued expenses	$	0.1	$	1.9
Current operating lease obligations	0.6		1.3
Deferred income taxes	—		97.3
Noncurrent operating lease liabilities	0.2		7.4
Other noncurrent liabilities	—		0.8
Total liabilities disposed	0.9		108.7
Net assets disposed	$	78.8	$	557.3

On November 1, 2023, we sold the Sahale Snacks business to Second Nature. The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand. Under our ownership, the Sahale Snacks brand generated net sales of $24.1 in 2024, primarily included in the U.S. Retail Frozen Handheld and Spreads reportable segment. Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs. Upon completion of this transaction during 2024, we recognized a pre-tax loss of $6.7, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

On ~~January~~April 228, ~~2024~~2023, we sold ~~the~~certain ~~Canada~~pet ~~condiment~~food ~~business~~brands to ~~TreeHouse Foods~~Post. The transaction included ~~Bick’s~~the ~~pickles~~Rachael Ray® Nutrish® , ~~Habitant~~9Lives® ~~pickled~~, ~~beets~~Kibbles ’n Bits® , ~~Woodman~~Nature’s ~~horseradish~~Recipe® , and ~~McLarens~~Gravy ~~pickled~~Train® ~~onions~~ brands, as well as the private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands. Under our ownership, these brands generated net sales of $431.85 ~~and~~billion ~~$61.6~~ in ~~2024 and~~ 2023, ~~respectively,~~primarily ~~which were~~ included in the ~~International~~U.S. ~~operating~~Retail Pet Foods reportable segment. Final net proceeds from the divestiture were $251.32 billion, ~~inclusive~~consisting of $683.9 in cash, net of a working capital adjustment and cash transaction costs., ~~Upon~~and ~~completion~~approximately of5.4 million ~~this~~shares ~~transaction~~of ~~during~~Post ~~2024~~common stock, wevalued at $491.6 at the close of the transaction. We recognized a pre-tax loss of $51.70 billion upon completion of this transaction during 2023, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows. During 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss. Furthermore, during 2024, we entered into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock. All 5.4 million shares of Post common stock were settled for $466.3 under the equity forward contract on November 15, 2023. For additional information, see Note 10: Derivative Financial Instruments.

Note 4: Special Project Costs

Special project costs consist primarily of employee-related costs and other transition and termination costs related to certain divestiture, acquisition, integration, and restructuring activities. Employee-related costs include severance, retention bonuses, and relocation costs. Severance costs are generally recognized when deemed probable and estimable, retention bonuses are recognized over the estimated future service period of the impacted employees, and relocation costs are expensed as incurred. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with divestiture, acquisition, integration, and restructuring activities. With the exception of accelerated depreciation, these costs are expensed as incurred. These special project costs are reported in cost of products sold, other special project costs, other debt gains (charges) – net, and other income (expense) – net in the Statements of Consolidated Income (Loss) and are not allocated to segment profit. The obligation related to employee separation costs is included in other current liabilities in the Consolidated Balance Sheets.

Divestiture Costs: Total divestiture costs incurred to date related to the divested Sahale Snacks and Canada condiment businesses were $6.4, which included $4.3 and $2.1 of employee-related and other transition and termination costs, respectively. We incurred divestiture costs of $0.9 and $5.5 during the 2025 and 2024, respectively, which primarily consisted of employee-related costs and a noncash gain related to a lease termination in 2025. As of April 30, 2025, we do not anticipate any additional costs to be incurred related to these divestiture activities. The obligation related to severance and retention bonuses was $2.5 at April 30, 2024, and was fully satisfied as of April 30, 2025.61

~~Furthermore,~~in wecost ~~identified~~of ~~opportunities~~products ~~to address certain distribution inefficiencies~~sold, asother aspecial ~~result~~project ~~of the recent divestitures. We anticipate incurring approximately $12.0 of~~ costs ~~related to these efforts~~, ~~consisting primarily of~~ other ~~transition~~debt ~~and~~gains ~~termination~~ (charges.) ~~The~~– ~~majority~~net, ofand ~~these~~other ~~costs~~income ~~are~~(expense) ~~expected~~– tonet bein ~~cash charges and incurred by~~ the ~~end~~Statements of ~~2026.~~Consolidated WeIncome ~~have~~(Loss) ~~recognized~~and ~~total~~are ~~cumulative~~not ~~costs~~allocated ofto $6segment profit.5 ~~during~~The ~~2025,~~obligation ~~primarily~~related ~~consisting~~to ofemployee ~~other~~separation ~~transition~~costs ~~and~~is ~~termination~~included ~~costs.~~in ~~For~~other ~~additional~~current ~~information,~~liabilities ~~see~~in ~~Note~~the 3:Consolidated ~~Divestitures~~Balance Sheets.

~~Integration~~Divestiture Costs: Total ~~integration~~divestiture costs incurred to date related to the ~~acquisition~~divested ofSahale ~~Hostess~~Snacks ~~Brands~~and ~~are~~Canada ~~anticipated~~condiment tobusinesses bethat ~~approximately~~were divested in 2024 were $~~190~~6.04, ~~and~~which ~~include~~included ~~transaction~~$4.3 ~~costs,~~and $2.1 of employee-related ~~costs,~~ and other transition and termination costs, respectively, all of which were cash charges. We did not incur any divestiture costs during 2026 and incurred divestiture costs of $0.9 and $5.5 during 2025 and 2024, ~~with~~respectively, ~~the~~primarily ~~majority~~consisting ~~expected~~of employee-related costs and a noncash gain related to a lease termination in 2025. We do not anticipate any additional costs to be ~~cash~~incurred ~~charges~~related to these divestiture activities. The obligation related to severance and retention bonuses was fully satisfied as of April 30, 2025.

64As a result of our recent divestitures, we identified opportunities to address certain distribution inefficiencies. We have recognized total cumulative costs of $9.0 related to these efforts, of which $2.5 and $6.5 were recognized during 2026 and 2025, respectively, all of which were cash charges, primarily consisting of other transition and termination costs. We do not anticipate any additional costs to be incurred related to these activities. For additional information, see Note 3: Divestitures.

Integration Costs: The following table summarizes our integration costs incurred related to the acquisition of Hostess Brands.

	2025		2024		Total Costs Incurred to Date at April 30, 2025
	2026		2025		2024		Total Costs Incurred to Date at April 30, 2026
Transaction costs	$	—	$	~~99.0~~—	$	99.0	$	99.0
Employee-related costs	91.63		339.46		4333.04		44.3
Other transition and termination costs	271.92		1527.09		4215.90		44.1
Total integration costs	$	372.5	$	~~147~~37.45	$	~~184~~147.94	$	187.4

Cumulative noncash charges incurred through April 30, ~~2025~~2026 were $1516.47, including $1.3, $12.2 and $3.2 ~~incurred~~for ~~during~~2026, 2025 and 2024, respectively, ~~and~~ primarily ~~consisted~~consisting of accelerated depreciation. Transaction costs primarily reflect equity compensation payouts, legal fees, and fees related to a 364-day senior unsecured Bridge Term Loan Credit Facility (“Bridge Loan”) that provided committed financing for the acquisition of Hostess Brands. Other transition and termination costs primarily consist of contract termination charges, accelerated depreciation, and consulting fees. We ~~anticipate~~do ~~the~~not ~~remaining~~anticipate ~~integration~~any additional costs ~~will~~to be incurred byrelated ~~the end of 2026 and are expected~~ to bethese ~~split~~integration ~~between employee-related and other transition and termination costs~~activities. The obligation related to severance and retention bonuses was $60.24 and $286.02 at April 30, ~~2025~~2026 and ~~2024~~2025, respectively~~, and is expected to be settled in 2026~~. For additional information, see Note 2: Acquisition.

The following table summarizes our restructuring costs incurred related to the restructuring program.


	2026
Employee-related costs	$	6.6
Other transition and termination costs	76.9
Total integration costs	$	83.5

Noncash charges were included in other transition and termination costs and consisted of accelerated depreciation. We incurred noncash charges of $68.2 during 2026. We do not anticipate remaining charges related to these restructuring activities to be material in 2027. The obligation related to severance and retention bonuses was $0.5 at April 30, 2026.

Note 5: Reportable Segments

We operate in one industry: the manufacturing and marketing of food and beverage products. We have ~~four~~ five reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, ~~and~~ Sweet Baked Snacks, and Away From Home. The presentation of ~~International~~Other ~~and~~represents ~~Away~~the ~~From~~International ~~Home~~operating ~~represents~~segment, awhich ~~combination~~does ofnot ~~all~~meet ~~other~~the ~~operating~~criteria ~~segments~~to ~~that~~be ~~are~~presented ~~not~~as ~~individually~~a reportable. segment under FASB ASC 280.

~~The~~In ~~U.S.~~accordance ~~Retail~~with ~~Coffee~~FASB ~~segment~~ASC ~~primarily includes the domestic sales of Folgers~~280, ~~Dunkin’,~~we ~~and~~completed ~~Café~~our ~~Bustelo~~annual ~~branded~~evaluation ~~coffee;~~of ~~the~~operating ~~U.S.~~segments ~~Retail~~to ~~Frozen~~determine ~~Handheld~~which ~~and~~segments ~~Spreads~~meet ~~segment primarily includes~~ the ~~domestic sales~~quantitative ofthresholds ~~Uncrustables,~~to ~~Jif,~~be ~~and~~presented ~~Smucker’s~~as ~~branded~~a ~~products;~~reportable ~~the U~~segment.S. ~~Retail~~As ~~Pet~~a ~~Foods~~result ~~segment primarily includes the domestic sales~~ of ~~Meow~~this ~~Mix~~evaluation, ~~Milk-Bone,~~the ~~Pup-Peroni, and~~Away ~~Canine~~From ~~Carry~~Home ~~Outs~~operating ~~branded~~segment ~~products;~~met ~~and~~ the ~~Sweet~~reportable ~~Baked Snacks~~ segment ~~primarily~~criteria ~~includes all domestic~~ and ~~foreign~~is ~~sales~~presented ofas ~~Hostess~~such ~~branded~~beginning ~~products~~ in ~~all channels. With~~ the ~~exception~~fourth quarter of ~~Sweet~~2026. ~~Baked Snacks products~~Previously, ~~International~~the ~~and~~ Away From Home ~~includes~~operating ~~the~~segment ~~sale~~was ofpresented ~~all products that are distributed in foreign countries through retail channels,~~ as ~~well~~a ascombination ~~domestically~~of ~~and~~all inother ~~foreign~~operating ~~countries~~segments ~~through~~that ~~foodservice~~were ~~distributors~~not ~~and~~individually ~~operators (e~~reportable.~~g.,~~ ~~healthcare~~Segment ~~operators,~~information ~~restaurants,~~for ~~educational~~2025 ~~institutions,~~and ~~offices,~~2024 ~~lodging~~has ~~and~~been ~~gaming~~recast ~~establishments,~~to ~~and~~reflect ~~convenience~~this ~~stores)~~change.

~~Reportable~~The ~~segments~~U.S. ~~have~~Retail ~~been~~Coffee ~~identified~~reportable ~~based~~segment onprimarily ~~financial~~includes ~~data~~the ~~utilized~~domestic tosales ~~manage~~of ~~our businesses by our CODMs~~Folgers, ~~Mark Smucker~~Dunkin’, ~~Chief~~and ~~Executive~~Café ~~Officer~~Bustelo ~~and~~branded ~~Chair~~coffee; of the ~~Board,~~U.S. ~~and~~Retail ~~John~~Frozen ~~Brase,~~Handheld ~~President~~ and ~~Chief~~Spreads ~~Operating~~reportable ~~Officer.~~segment ~~The~~primarily ~~CODMs~~includes ~~use~~the ~~net~~ domestic sales ~~and~~of ~~segment~~Uncrustables, ~~profit~~Jif, ~~to evaluate segment performance~~ and ~~allocate~~Smucker’s ~~resources,~~branded ~~including~~products; ~~consideration~~the ofU.S. ~~plan-to-actual~~Retail ~~variances~~Pet ~~and~~Foods ~~prior~~reportable ~~year-to-actual~~segment ~~variances~~primarily onincludes athe ~~monthly~~domestic ~~basis.~~sales ~~Segment~~of ~~profit~~Meow ~~represents~~Mix, ~~net~~Milk-Bone, ~~sales~~Pup-Peroni, and ~~less~~Canine ~~direct~~Carry ~~and~~Outs ~~allocable~~branded ~~operating~~products; ~~expenses,~~ and ~~is consistent with~~ the ~~way~~Sweet inBaked ~~which~~Snacks ~~the~~reportable ~~CODMs~~segment ~~manage~~primarily ~~our~~includes ~~segments.~~all ~~However,~~domestic weand doforeign ~~not~~sales ~~represent~~of ~~that~~Hostess ~~the~~branded ~~segments,~~products ifin ~~operated~~all ~~independently,~~channels. ~~would~~The ~~report~~Away ~~operating~~From ~~profit~~Home ~~equal~~reportable tosegment includes the ~~segment~~sale ~~profit~~of ~~set~~all ~~forth below~~products, aswith ~~segment~~the ~~profit~~exception ~~excludes~~of ~~certain~~Sweet ~~expenses~~Baked ~~such~~Snacks asproducts, ~~amortization~~domestically ~~expense~~ and ~~impairment~~in ~~charges~~foreign ~~related~~countries tothrough ~~intangible~~foodservice ~~assets,~~distributors ~~gains~~ and ~~losses~~operators ~~on divestitures~~(e.g., ~~the~~healthcare ~~change~~operators, inrestaurants, ~~net~~educational ~~cumulative~~institutions, ~~unallocated~~offices, ~~derivative~~lodging ~~gains~~ and ~~losses,~~gaming ~~special project costs~~establishments, asand ~~well~~convenience ~~as corporate administrative expenses~~stores).

Reportable segments have been identified based on financial data utilized to manage our businesses by our CODM, Mark Smucker, Chief Executive Officer, President and Chair of the Board. The CODM uses net sales and segment profit to evaluate segment performance and allocate resources, including consideration of plan-to-actual variances and prior year-to-actual variances on a monthly basis. Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which the CODM manages our segments. However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain expenses such as amortization expense and impairment charges related to intangible assets, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, special project costs, as well as corporate administrative expenses.

Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. We would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by a change in the estimated fair value of the underlying exposures.

6563

The following tables reconcile segment profit to income before income taxes.

	Year Ended April 30, 2025
	Year Ended April 30, 2026
	U.S. Retail Coffee		U.S. Retail Frozen Handheld and Spreads		U.S. Retail Pet Foods		Sweet Baked Snacks		~~International and~~ Away From Home		~~Total~~Other (A)		Total
Net sales	$	23,~~806~~304.69	$	1,~~877~~853.09	$	1,~~663~~600.60	$	~~1,178~~971.83	$	~~1,200~~879.10	$	~~8,726~~441.18	$	9,050.9
Segment cost of products sold (A)	1,709.3		1,167.5		936.0		779.9		797.8
Segment cost of products sold (B)	2,275.8		1,151.9		874.1		705.6		564.2		320.1
Segment selling and distribution expense (B)	308.4		276.7		281.5		181.8		158.1
Segment selling and distribution expense (C)	326.7		257.3		266.7		168.8		97.0		52.0
Other segment items (C)	(6.2)		7.5		(13.5)		(2.7)		(3.2)
Other segment items (D)	0.9		—		(14.1)		(0.3)		(2.3)		0.1
Segment profit	$	~~795~~701.15	$	~~425~~444.37	$	~~459~~473.63	$	~~219~~97.82	$	~~247~~220.41	$	~~2,147~~69.26	$	2,006.4
Reconciliation of segment profit:
Amortization											~~(219.3)~~		(210.6)
Goodwill impairment charges											~~(1,661.6)~~		(507.5)
Other intangible assets impairment charges											~~(320.9)~~		(454.2)
Gain (loss) on divestitures – net											(310.1)
Interest expense – net													(381.2)
Interest expense – net											(388.7)
Change in net cumulative unallocated derivative gains and losses													(58.6)
Change in net cumulative unallocated derivative gains and losses											58.2
Cost of products sold – special project costs (E)													(66.1)
Cost of products sold – special project costs (D)											(9.1)
Other special project costs (E)													(21.1)
Other special project costs (D)											(35.8)
Corporate administrative expenses													(328.1)
Other debt gains (charges) – net (D)											30.2
Other income (expense) – net (E)													(41.4)
Corporate administrative expenses											(322.5)
Income (loss) before income taxes													$	(62.4)
Other income (expense) – net (D)											(14.4)
Income (loss) before income taxes											$	(1,046.8)

	Year Ended April 30, 2024
	Year Ended April 30, 2025
	U.S. Retail Coffee		U.S. Retail Frozen Handheld and Spreads		U.S. Retail Pet Foods		Sweet Baked Snacks		~~International and~~ Away From Home		~~Total~~Other (A)		Total
Net sales	$	2,~~704~~806.46	$	1,~~815~~877.60	$	1,~~822~~663.86	$	~~637~~1,178.38	$	~~1,198~~763.60	$	~~8,178~~437.71	$	8,726.1
Segment cost of products sold (A)	1,572.8		1,118.8		1,131.7		410.0		833.8
Segment cost of products sold (B)	1,709.3		1,167.5		936.0		779.9		489.8		308.0
Segment selling and distribution expense (B)	330.1		261.8		296.7		89.9		158.3
Segment selling and distribution expense (C)	308.4		276.7		281.5		181.8		101.2		56.9
Other segment items (C)	42.3		0.9		(7.7)		(0.8)		(1.6)
Other segment items (D)	(6.2)		7.5		(13.5)		(2.7)		(4.1)		0.9
Segment profit	$	~~759~~795.21	$	~~434~~425.13	$	~~402~~459.16	$	~~138~~219.28	$	~~208~~176.1	$	~~1,941~~71.73	$	2,147.2
Reconciliation of segment profit:
Amortization											~~(191.1)~~		(219.3)
Gain (loss) on divestitures – net											(12.9)
Goodwill impairment charge													(1,661.6)
Interest expense – net											(264.3)
Other intangible assets impairment charges													(320.9)
Change in net cumulative unallocated derivative gains and losses											6.7
Gain (loss) on divestitures – net													(310.1)
Cost of products sold – special project costs (D)											(2.9)
Interest expense – net													(388.7)
Other special project costs (D)											(130.2)
Change in net cumulative unallocated derivative gains and losses													58.2
Other debt gains (charges) – net (D)											(19.5)
Cost of products sold – special project costs (E)													(9.1)
Corporate administrative expenses											(305.5)
Other special project costs (E)													(35.8)
Other income (expense) – net (D)											(25.6)
Other debt gains (charges) – net (E)													30.2
Income (loss) before income taxes											$	996.4
Corporate administrative expenses													(322.5)
Other income (expense) – net (E)													(14.4)
Income (loss) before income taxes													$	(1,046.8)

6664

	Year Ended April 30, 2023
	Year Ended April 30, 2024
	U.S. Retail Coffee		U.S. Retail Frozen Handheld and Spreads		U.S. Retail Pet Foods ~~(E)~~		Sweet Baked Snacks		~~International and~~ Away From Home		~~Total~~Other (A)		Total
Net sales	$	2,~~735~~704.34	$	1,~~630~~815.96	$	31,~~038~~822.18	$	—637.3	$	~~1,124~~711.95	$	~~8,529~~487.21	$	8,178.7
Segment cost of products sold (A)	1,680.4		1,078.1		2,100.8		—		840.3
Segment cost of products sold (B)	1,572.8		1,118.8		1,131.7		410.0		481.9		351.9
Segment selling and distribution expense (B)	315.6		217.1		457.1		—		146.9
Segment selling and distribution expense (C)	330.1		261.8		296.7		89.9		94.2		64.1
Other segment items (C)	1.6		(16.9)		(14.7)		—		(5.6)
Other segment items (D)	42.3		0.9		(7.7)		(0.8)		(1.3)		(0.3)
Segment profit	$	~~737~~759.72	$	~~352~~434.61	$	~~494~~402.91	$	—138.2	$	~~143~~136.37	$	~~1,728~~71.54	$	1,941.7
Reconciliation of segment profit:
Amortization											~~(206.9)~~		(191.1)
Gain (loss) on divestitures – net											~~(1,018.5)~~		(12.9)
Interest expense – net											~~(152.0)~~		(264.3)
Change in net cumulative unallocated derivative gains and losses											~~(21.4)~~		6.7
Cost of products sold – special project costs (D)											(6.4)
Cost of products sold – special project costs (E)													(2.9)
Other special project costs (D)											(4.7)
Other special project costs (E)													(130.2)
Corporate administrative expenses											(313.1)
Other debt gains (charges) - net (E)													(19.5)
Other income (expense) – net (D)											(14.7)
Corporate administrative expenses													(305.5)
Income (loss) before income taxes											$	(9.2)
Other income (expense) – net (E)													(25.6)
Income (loss) before income taxes													$	996.4

(A) ~~Segment~~Represents ~~cost of products sold excludes special project costs related to certain divestiture, acquisition, integration, and restructuring activities and~~ the ~~change~~International inoperating ~~net cumulative unallocated derivative gains and losses~~segment. ~~For more information, see Note 4: Special Project Costs and Note 10: Derivative Financial Instruments.~~

(B) Segment ~~selling~~cost ~~and~~of ~~distribution~~products ~~expense~~sold excludes ~~corporate~~special ~~administrative~~project ~~expenses~~costs ~~and~~related ~~special~~to ~~project~~certain ~~costs~~divestiture, ~~that~~acquisition, ~~are~~integration, ~~not~~and ~~allocated~~restructuring toactivities and the ~~segments~~change in net cumulative unallocated derivative gains and losses. For more information, see Note 4: Special Project Costs and Note 10: Derivative Financial Instruments.

(C) ~~Other~~Segment ~~segment~~selling ~~items~~and ~~primarily~~distribution ~~reflects~~expense ~~the~~excludes ~~loss~~corporate ~~(gain) on disposal of assets, plant~~ administrative expenses, ~~equity method investment income,~~ and ~~royalty~~special ~~income.~~project Incosts ~~2024,~~that ~~the~~are ~~U.S.~~not ~~Retail~~allocated ~~Coffee segment includes an unfavorable impact related~~ to the ~~termination of a supplier agreement~~segments. ~~In 2023, the U.S. Frozen Handheld and Spreads segment includes a favorable impact related to the Jif peanut butter recall.~~

(D) ~~Includes~~Other ~~special~~segment ~~project~~items ~~costs~~primarily ~~related~~reflects tothe ~~certain~~loss ~~divestiture~~(gain) on disposal of assets, ~~acquisition~~plant administrative expenses, ~~integration~~equity method investment income, and ~~restructuring~~royalty ~~activities~~income. ~~For~~In ~~more information~~2024, ~~see~~the ~~Note~~U.S. 4:Retail ~~Special~~Coffee ~~Project~~reportable ~~Costs~~segment ~~and~~includes ~~Note~~an 8:unfavorable ~~Debt~~impact ~~and~~related ~~Financing~~to ~~Arrangements~~the termination of a supplier agreement.

(E) On Includes ~~April~~special ~~28,~~project ~~2023,~~costs werelated ~~sold~~to certain ~~pet~~divestiture, ~~food~~acquisition, ~~brands to Post~~integration, and ~~the~~restructuring ~~divested~~activities. ~~net~~For ~~sales~~more ~~were~~information, ~~primarily~~see ~~included~~Note in4: ~~the~~Special ~~U.S.~~Project ~~Retail~~Costs ~~Pet~~and ~~Foods~~Note ~~segment.~~8: ~~For~~Debt ~~more~~and ~~information,~~Financing ~~see Note 3: Divestitures~~Arrangements.

6765

The following table presents total assets; total depreciation, amortization, and impairment charges; and total additions to property, plant, and equipment by segment.

	Year Ended April 30,
	2025		2024		2023
	2026		2025		2024
Assets:
U.S. Retail Coffee	$	4,~~927~~692.80	$	4,~~826~~927.38	$	4,~~808~~826.93
U.S. Retail Frozen Handheld and Spreads	3,~~263~~236.16		3,~~257~~263.1		23,~~972~~257.71
U.S. Retail Pet Foods	4,~~679~~624.32		4,~~784~~679.13		4,~~994~~784.31
Sweet Baked Snacks	32,~~394~~318.9		63,~~267~~394.19		—6,267.1
International and Away From Home	1,037.1		989.6		978.3
Away From Home	798.4		670.1		624.1
Unallocated (A)	261.1		149.5		1,237.2
Other (A)	422.8		367.0		365.5
Total assets	$	17,563.3	$	20,273.7	$	14,991.4
Unallocated (B)	126.5		261.1		149.5
Total assets	$	16,219.4	$	17,563.3	$	20,273.7
Depreciation, amortization, and impairment charges:
U.S. Retail Coffee	$	97.9	$	~~101~~97.19	$	101.61
U.S. Retail Frozen Handheld and Spreads	9099.84		8190.68		7681.36
U.S. Retail Pet Foods	~~121~~123.35		~~118~~121.13		~~178~~118.71
Sweet Baked Snacks (B)	2,092.0		59.6		—
Sweet Baked Snacks (C)	1,059.6		2,092.0		59.6
International and Away From Home	37.4		32.4		31.7
Away From Home	30.9		27.4		26.8
Unallocated (C)	45.6		38.0		42.7
Other (A)	9.6		10.0		5.6
Total depreciation, amortization, and impairment charges	$	2,485.0	$	430.8	$	431.0
Unallocated (D)	97.8		45.6		38.0
Total depreciation, amortization, and impairment charges	$	1,518.7	$	2,485.0	$	430.8
Additions to property, plant, and equipment:
U.S. Retail Coffee	$	6238.74	$	7962.7	$	4979.07
U.S. Retail Frozen Handheld and Spreads	~~157~~110.62		~~334~~157.56		~~341~~334.65
U.S. Retail Pet Foods	8353.24		83.42		6483.34
Sweet Baked Snacks	4361.06		4143.20		—41.2
International and Away From Home	47.3		47.7		22.5
Away From Home	42.2		39.0		39.4
Total additions to property, plant, and equipment	$	393.8	$	586.5	$	477.4
Other (A)	11.6		8.3		8.3
Total additions to property, plant, and equipment	$	317.4	$	393.8	$	586.5

(A)~~Primarily~~Represents ~~represents~~the ~~unallocated~~International ~~cash~~operating ~~and cash equivalents and corporate-held investments~~segment.

(B)~~During~~Primarily ~~2025,~~represents weunallocated ~~recognized~~cash ~~pre-tax impairment charges of $1,661.6~~ and ~~$320.9~~cash ~~related~~equivalents ~~to the goodwill of the Sweet Baked Snacks reporting unit~~ and ~~Hostess brand indefinite~~corporate-~~lived~~held ~~trademark, respectively~~investments. ~~For more information, see Note 7: Goodwill and Other Intangible Assets.~~

(C)~~Primarily~~During ~~represents~~2026, ~~unallocated~~we ~~corporate~~recognized ~~administrative~~pre-tax ~~expenses~~impairment charges of $507.5 and $454.2 related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand trademark, ~~mainly~~respectively. ~~consisting~~During 2025, we recognized pre-tax impairment charges of ~~depreciation~~$1,661.6 and ~~software~~$320.9 ~~amortization~~related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand trademark, respectively. For more information, see Note 7: Goodwill and Other Intangible Assets.

68(D)Primarily represents unallocated corporate administrative expenses, mainly consisting of depreciation and software amortization.

	Year Ended April 30,
	2025		2024		2023
Net sales:
United States	$	8,245.7	$	7,653.0	$	8,001.4
International:
Canada	$	352.4	$	429.4	$	433.2
All other international	128.0		96.3		94.6
Total international	$	480.4	$	525.7	$	527.8
Total net sales	$	8,726.1	$	8,178.7	$	8,529.2
Assets:
United States	$	17,190.0	$	19,483.1	$	14,577.5
International:
Canada	$	373.0	$	790.2	$	412.5
All other international	0.3		0.4		1.4
Total international	$	373.3	$	790.6	$	413.9
Total assets	$	17,563.3	$	20,273.7	$	14,991.4
Long-lived assets (excluding goodwill and other intangible assets):
United States	$	3,308.4	$	3,294.5	$	2,421.9
International:
Canada	$	51.3	$	106.9	$	64.6
All other international	0.1		0.1		—
Total international	$	51.4	$	107.0	$	64.6
Total long-lived assets (excluding goodwill and other intangible assets)	$	3,359.8	$	3,401.5	$	2,486.5

The following table presents certain geographical information.


	Year Ended April 30,
	2026		2025		2024
Net sales:
United States	$	8,568.2	$	8,245.7	$	7,653.0
International:
Canada	$	340.8	$	352.4	$	429.4
All other international	141.9		128.0		96.3
Total international	$	482.7	$	480.4	$	525.7
Total net sales	$	9,050.9	$	8,726.1	$	8,178.7
Assets:
United States	$	15,866.5	$	17,190.0	$	19,483.1
International:
Canada	$	352.6	$	373.0	$	790.2
All other international	0.3		0.3		0.4
Total international	$	352.9	$	373.3	$	790.6
Total assets	$	16,219.4	$	17,563.3	$	20,273.7
Long-lived assets (excluding goodwill and other intangible assets):
United States	$	3,306.5	$	3,308.4	$	3,294.5
International:
Canada	$	51.1	$	51.3	$	106.9
All other international	—		0.1		0.1
Total international

Filing Compare · J M SMUCKER Co