What changed in this filing

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Item 1A. Risk Factors

2026-07-15 compared with 2025-07-10 · 110 added, 89 removed, 273 unchanged (42% of the section changed)

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While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, performance, or financial condition in the future.

You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

Deterioration of general economic conditions, an economic recession, periods of inflation, or economic uncertainty may affect consumers resulting in reductions in consumer spending and have in the past harmed and could continue to harm our business and results of operations.

Our business and results of operations have in the past been and may continue to be adversely affected by changes in national or global stability and economic conditions, including inflation, rising interest rates;

changing international trade, tariff, immigration,

and tax policies;

decreased availability of capital, volatility in financial markets, declining consumer spending rates, declining benefits or increased limitations under government food assistance programs for consumers;

rising unemployment;

decreased energy availability and increased energy costs (including fuel surcharges);

Deterioration in general economic conditions, an economic recession or periods of slow growth, periods of inflation or increasing interest rates, or economic uncertainty may affect consumers resulting in reductions in consumer spending and have in the past harmed and could continue to harm our business and results of operations.

decreased energy and fuel availability coupled with increased oil, energy and fuel costs (including fuel surcharges);

reduced consumer confidence and declining consumer spending rates;

actual or threatened hostilities or war and/or other geopolitical conflicts;

declining benefits or changing eligibility requirements under government food assistance programs for consumers;

changing international trade, immigration, and tax policies;

recessions and periods of slow growth, decreased availability of capital, volatility in financial markets;

rising or sustained high unemployment;

supply chain challenges;

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the effects of governmental initiatives to manage economic conditions;

geopolitical conflicts (including as discussed in the risk factor below);

and the negative impacts caused by pandemics, epidemics, and disease, in humans and animals, such as the avian flu.

and the negative impacts caused by pandemics, epidemics, and disease, in humans, plants, and animals.

These economic factors could continue to impact our business and operations in a variety of ways, including as follows:

● consumers shifting purchases to more generic, lower-priced, or other value offerings, or foregoing certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products, or a shift in our product mix to lower margin offerings adversely affecting the results of our operations;

● consumers seeking to reduce their spending on food by shifting purchases to more generic, lower-priced, or other value offerings, or foregoing certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products, or a shift in our product mix to lower margin offerings adversely affecting the results of our operations;

● volatility in commodity and other input costs could substantially impact our result of operations;

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● it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us .

Rapid changes in trade policies, including rapidly imposed and threatened tariffs by the U.S.

and reciprocal tariffs from U.S.

trading partners, continue to create uncertainty and could negatively impact our business and the business of our key business partners.

Rapidly imposed and threatened tariffs by the U.S.

and reciprocal tariffs from U.S.

trading partners create uncertainty, and increased tariffs result in increased costs for us and for our suppliers, contract manufacturers, farmers, customers, and consumers.

We have seen tariff impacts on the costs of our ingredients, packaging (including tinplate steel used for our canned packaging), and other commodities used in making our products.

We continue to closely monitor the changing tariff landscape and the impact it has on our business.

We cannot guarantee that our strategies to mitigate resulting cost increases, and other input cost increases, including working to increase productivity, cut other costs, and increase pricing on our products, will be fully successful, if at all, sufficient or sustainable.

Inflation, increased interest rates, and other economic conditions including potential recession and credit market disruptions, could negatively impact our business.

Customer and consumer demand for our products may be impacted by heightened inflation, increased or fluctuating tariffs, increased interest rates and other weak economic conditions including recessionary conditions and credit market disruptions and volatility.

Continued weak economic conditions may adversely impact consumers causing a decrease in demand for our products from our customers and consumers.

Additionally, these economic conditions may adversely impact some of our customers, suppliers and other vendors who are highly leveraged increasing the risk of uncollectible accounts or trade receivables, extended payment terms, and bankruptcy.

Continued weak economic conditions may adversely impact consumers, causing a decrease in demand for our products from our customers.

Additionally, these economic conditions may adversely impact some of our customers, distributors, suppliers, contract manufacturers, and other vendors who are highly leveraged, increasing the risk of uncollectible accounts or trade receivables, extended payment terms, and bankruptcy.

We have experienced and may continue to experience negative impacts to our business ranging from an inability to collect accounts receivable to supply chain disruptions caused by failures of our counterparties to continue as a going concern due to financial and liquidity issues.

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Our business, financial condition and results of operations have been impacted in the past and may be impacted in the future by disruptions in the global economy.

The global economy has been negatively impacted by geopolitical conflicts, and related export controls and economic sanctions, including the continuing military conflict between Russia and Ukraine, conflicts in the Middle East, and rising tensions elsewhere including between China and Taiwan.

Although we have no direct operations in Russia, Ukraine, the Middle East, China, or Taiwan, we have experienced, or may experience, shortages in materials from these regions, increased tariffs, sanctions or restrictions relating to these regions, and resulting increased costs or volatility relating to transportation, energy, and raw materials as a result of impacts from conflicts in these regions, and reduced consumer confidence and consumption due in part to the negative impact of these conflicts and tensions on the global economy.

The global economy has been negatively impacted by geopolitical conflicts, and related supply disruptions, fuel cost increases, export controls and economic sanctions, including the recent military conflicts in the Middle East,

continuing military conflict between Russia and Ukraine, and geopolitical tensions elsewhere including between China and Taiwan.

Although we have no direct operations in Iran or elsewhere in the Middle East, Russia, Ukraine, China, or Taiwan, we have experienced, or may experience, shortages in materials from these regions, increased tariffs, sanctions or restrictions relating to these regions, and resulting increased costs or volatility relating to transportation, energy, fuel, and raw materials as a result of impacts from conflicts in these regions, and reduced consumer confidence and consumption due in part to the negative impact of these conflicts and tensions on the global economy.

Further escalations of geopolitical tensions related to military conflicts, including increased or fluctuating trade barriers or restrictions on global trade, could also result in cyberattacks, supply or distribution disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.

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Many of the components of our cost of goods sold are subject to price increases that are attributable to factors beyond our control, including global economic conditions, trade barriers or restrictions, supply chain disruptions, changes in crop size, product scarcity, demand dynamics, currency rates, water supply, weather conditions, import and export requirements, and other factors.

The cost of raw materials, labor, manufacturing, energy, fuel, packaging materials, transportation and logistics, and other inputs related to the production and distribution of our products have increased and may continue to increase unexpectedly.

The cost of oil, energy, fuel, raw materials, labor, manufacturing, packaging materials, transportation and logistics, and other inputs related to the production and distribution of our products have increased and may continue to increase unexpectedly.

In recent years, input costs have increased materially and at a rapid rate.

While we expect elevated levels of input cost inflation in fiscal 2026 compared to fiscal 2025, partially driven by increased or fluctuating tariffs, we could experience higher than expected input cost inflation in specific commodities or across multiple commodities.

We anticipate continued elevated levels of input cost inflation in fiscal 2027, and we could experience higher than expected input cost inflation in specific commodities or across multiple commodities.

The Company uses a variety of strategies to seek to offset this input cost inflation such as increasing productivity, cutting costs, increasing pricing, and engaging in commodity hedging.

However, we may not be able to generate sufficient productivity improvements or cost reductions, timely make offsetting price increases, sustain our price increases, or effectively hedge for such inflation.

However, we may not be able to generate sufficient productivity improvements or cost reductions, or effectively hedge for such inflation.

Commodity price volatility may result in unfavorable commodity positions, the costs of which we may not be able to fully offset on acceptable timelines or at all.

Furthermore, our efforts to offset these increasing costs through offsetting price increases and making changes to package sizes may not be timely, sufficient, or sustainable.

Such efforts may be rejected by our customers or consumers, and may result in lower sales volumes.

To the extent we are unable to offset present and future input cost increases including over sustained periods of elevated input cost inflation, our operating results could be materially and adversely affected.

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Supply chain disruptions have in the past and could continue to negatively impact our profitability.

In recent years, our industry has been impacted by supply chain disruptions, transportation issues, labor challenges and continued changes in global economic conditions, which have impacted and could continue to impact our operations and profitability.

Continued inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability and increased energy costs (including fuel surcharges) have in the past caused and could continue to cause challenges for us, our suppliers, vendors, customers and consumers of our products and may negatively impact our profitability.

In recent years, our industry has been impacted by supply chain disruptions, transportation issues, labor challenges, and continued changes in global economic conditions, which have impacted and are continuing to impact our operations and profitability.

Continued inflation, rising interest rates, decreased availability of capital, volatility in financial markets, declining consumer spending rates, recessions, decreased energy availability, and increased energy costs (including fuel surcharges) have in the past caused and are continuing to cause challenges for us, our suppliers, vendors, customers, and consumers of our products and may negatively impact our profitability.

These supply chain disruptions have impacted our ability to source ingredients and manufacture and distribute our products, and may make it difficult for our customers to accurately forecast and plan for their purchases of our products to optimize restocking, all of which could negatively impact our business and profitability.

Investments in our facilities and operations, including investments in new facilities, equipment, technologies and digital transformation, may result in periods of decreased production or increased costs and such investments may not achieve the intended financial benefits.

We continue to incur significant costs to upgrade and maintain various facilities, equipment, or technologies.

We continue to incur significant costs to upgrade, maintain, and expand production at various facilities, equipment, or technologies.

We have committed to investing in automation, connected data, improved equipment, and artificial intelligence to upgrade our operations and increase productivity.

Additionally, we have in the past, and may in the future, incur increased costs or periods of decreased production relating to upgrading facilities, equipment and technologies, transferring production among our facilities, utilizing third-party contract manufacturers, closing existing facilities, expanding existing facilities, and opening new facilities.

If the cost of our investments is higher than anticipated, the investments are not sufficient to meet our business needs, we are unable to fully utilize new or upgraded facilities, or we are unable to complete our improvement and expansion projects in a timely manner or in accordance with our specifications, we may be delayed in realizing the intended benefits or our financial performance could be negatively affected.

If the cost of our investments is higher than anticipated, the investments are not sufficient to meet our business needs, we are unable to fully utilize new, upgraded, or expanded facilities, or we are unable to complete our improvement and expansion projects in a timely manner or in accordance with our specifications, we may be delayed in realizing the intended benefits or our financial performance could be negatively affected.

We have in the past been and may in the future be subject to product recalls, product liability and labeling claims, and changing legal or regulatory requirements, any of which could negatively impact our profitability.

We sell food products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration of food products such as foreign material, mislabeling, and misbranding.

We may be subject to liability if the consumption of any of our products causes injury, illness, or death.

In addition, we may take marketplace action such as a voluntary product recall in the event of contamination or damage.

We sell food products for human consumption, which creates a risk of legal claims for personal injury resulting from the consumption of our products.

We may be subject to liability resulting from claims (and have been or could be subject to lawsuits) alleging that the use or consumption of any of our products causes injury (including pending litigation alleging that certain of our products should be considered “ultra-processed” and consumption of such “ultra-processed” products allegedly causes negative health impacts), illness, or death.

Such claims may also allege product contamination or spoilage, product tampering, other adulteration of food products such as foreign material, mislabeling, and misbranding.

In addition, we may take marketplace action such as a voluntary product recall in the event of contamination or quality issues.

We have issued recalls and have from time to time been and currently are involved in lawsuits relating to our food products.

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federal and state laws as well as foreign laws, including consumer protection statutes of some states.

The marketing of food products has come under increased regulatory scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings, investigations, and claims relating to alleged false or deceptive labeling and marketing under federal, state and foreign laws or regulations.

The marketing of food products has come under increased regulatory scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings, investigations, and claims

relating to alleged false or deceptive labeling and marketing under federal, state and foreign laws or regulations.

Changes in legal or regulatory requirements (such as new food safety requirements, new food labeling requirements for allergens, ingredients, and nutrition information, updated requirements for the use of “healthy” in connection with our food products, and bans on certain food ingredients or packaging materials), evolving interpretations of existing legal or regulatory requirements, or changes in enforcement priorities may result in increased compliance costs, capital expenditures, higher production costs, and other financial obligations that could adversely affect our business or financial results.

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Department of Agriculture, and other federal, state, and local government agencies.

The Federal Food,

Drug & Cosmetic Act (including as amended by the Food Safety Modernization Act), the Federal Meat, Poultry Products, and Egg Products Inspection Acts, and their respective regulations govern aspects of our operations, including the manufacturing, composition and ingredients, packaging, labeling, and safety of food products.

The Federal Food, Drug & Cosmetic Act (including as amended by the Food Safety Modernization Act), the Federal Meat, Poultry Products, and Egg Products Inspection Acts, and their respective regulations govern aspects of our operations, including the manufacturing, composition and ingredients, packaging, labeling, and safety of food products.

Some aspects of these laws use a strict liability standard for imposing sanctions on corporate behavior;

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Maintaining a good reputation is critical to selling our products.

Product contamination or tampering, the failure to maintain high standards for product quality, safety, and integrity, including with respect to raw materials and ingredients obtained from suppliers, or allegations of product quality issues, mislabeling, or contamination, even if untrue, may reduce demand for our products or cause production and delivery disruptions.

Product contamination or tampering, the failure to maintain high standards for product quality, safety, and integrity, including with respect to raw materials and ingredients obtained from suppliers, claims relating to health and wellness or allegations of product quality issues, mislabeling, or contamination, even if untrue, may reduce demand for our products or cause production and delivery disruptions.

Our reputation could also be adversely impacted by any of the following, or by adverse publicity (whether or not valid) relating thereto:

product recalls;

claims asserted regarding the health implications of certain food products, specific ingredients, food packaging, or food production methods;

claims asserted regarding the health implications of certain food products, specific ingredients, food packaging, or food production methods, including claims regarding “ultra-processed” products;

the failure to maintain high ethical, social, and environmental standards or achieve stated goals for our operations and activities, including our expectations for our supply chain regarding ethical sourcing;

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For these reasons, sequential quarterly comparisons are not a good indication of our performance or how we may perform in the future.

If we are unable to obtain access to working capital or if seasonal fluctuations are greater than anticipated, there could be a material adverse effect on our financial condition, results of operations, or cash flows.

If we are unable to obtain access to working capital when needed or if seasonal fluctuations are greater than anticipated, there could be a material adverse effect on our financial condition, results of operations, or cash flows.

Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent us from fulfilling our debt obligations, financing at attractive borrowing costs, or returning cash to stockholders.

As of May 25, 2025, we had total debt of approximately $8.07 billion, including approximately $7.02 billion aggregate principal amount of outstanding senior notes.

As of May 31, 2026, we had total debt of approximately $7.27 billion, including approximately $7.02 billion aggregate principal amount of outstanding senior unsecured notes, of which $762.5 million aggregate principal amount is maturing in October 2026.

Our ability to make payments on our debt, fund our other liquidity needs, make planned capital expenditures, and return cash to stockholders will depend on our ability to generate cash in the future.

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Our subsidiaries are separate and distinct legal entities.

Our subsidiaries have no obligation to pay any amounts due on our debt to provide us with funds to meet our cash flow needs, whether in the form of dividends, distributions, loans, or other payments.

Our subsidiaries have no obligation to pay any amounts due on our debt to provide us with funds to meet our cash flow

needs, whether in the form of dividends, distributions, loans, or other payments.

In addition, any payment of dividends, loans, or advances by our subsidiaries could be subject to statutory or contractual restrictions.

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Retail customer consolidation, proliferation of new, competitive products, consumer behavior shifts including retail channel preferences, and consumer price sensitivity continue to contribute to increased competition.

principal competitors have substantial financial, marketing, and other resources.

Our principal competitors have substantial financial, marketing, and other resources.

Increased competition can reduce our sales due to loss of market share or the need to reduce prices to respond to competitive and customer pressures.

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If we do not maximize our manufacturing capacity, our profitability could be negatively impacted.

Failure to modernize and adopt new technologies, including artificial intelligence technology and solutions, could disadvantage us competitively.

Our success may increasingly depend on driving increased productivity and efficiency by effectively leveraging new technologies, including artificial intelligence technology and solutions (AI).

Our competitors may adopt new technologies, modernize their operations, and incorporate AI into their businesses analysis and processes more quickly than we do, driving increased productivity and efficiencies, speeding innovation, and allowing for faster responses to consumer trends, which could have an adverse effect on our competitive position.

Additionally, any failure to use new technologies, including AI, in an effective and ethical manner, or failure to adequately protect confidential information or address inaccuracies in AI-generated outputs, may impact our reputation and ability to compete.

Consumer and Customer Risks

We must identify changing consumer preferences and develop and offer food products and packaging to meet their preferences.

Consumer preferences evolve over time and the success of our food products depends on our ability to identify the priorities, tastes and dietary habits of consumers and to offer products that appeal to their preferences.

Consumer response to our products may be influenced by a growing number and complexity of factors (as well as media, social media, and regulatory activity impacting such factors), including taste, nutrition, pack and portion sizes, and concerns of consumers regarding broader health and wellness perceptions, obesity, product attributes, ingredients, food production methods, sourcing of packaging materials, use of organic or natural ingredients, human rights impacts, environmental impacts, recyclability of packaging and local sourcing of ingredients.

Growing use of weight loss medication may cause shifts in consumer preferences and, if we fail to anticipate and appropriately respond to customer preferences, may impact our product sales, financial condition, and operating results.

Introduction of new products and product extensions requires significant development and marketing investment.

If our products fail to meet changing consumer preferences or habits or are not perceived by consumers as delivering value, or if we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits with investments in acquisitions, marketing, and innovation will be less successful.

Similarly, demand for our

products could be affected by consumer concerns or perceptions regarding the health effects of, and changes in regulatory restrictions on, certain packaging materials (such as per- and polyfluoroalkyl substances commonly referred to as PFAS), food production methods, ingredients such as colors or preservatives, sodium, trans fats, sugar, genetically modified ingredients, or other product attributes.

Continued focus on wellness and growing use of weight loss medication has caused, and may continue to cause, shifts in consumer preferences and, if we fail to anticipate and appropriately respond to customer preferences, may impact our product sales, financial condition, and operating results.

Introduction of new products and product extensions including variations of pack and portion sizes requires significant development and marketing investment.

If our products fail to meet changing consumer preferences or habits or are not perceived by consumers as delivering value, or if we fail to introduce new and improved products or fail to offer alternative pack and portion size offerings on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits with investments in acquisitions, marketing, and innovation will be less successful.

Similarly, demand for our products could be affected by consumer concerns or perceptions regarding the health effects of, and changes in regulatory restrictions on, certain packaging materials (such as per- and polyfluoroalkyl substances commonly referred to as PFAS), food production methods, ingredients such as colors or preservatives, sodium, trans fats, sugar, genetically modified ingredients, or other product attributes.

New or changing limitations on inclusion of our products under government food assistance programs for consumers may also negatively impact demand for our products.

Changes in our relationships with significant customers, including our largest customer, could adversely affect us.

During fiscal 2025, our largest customer, Walmart, Inc.

and its affiliates, accounted for approximately 29% of our consolidated net sales.

During fiscal 2026, our 10 largest customers accounted for approximately 60% of our consolidated net sales, with our largest customer, Walmart, Inc.

and its affiliates, accounting for approximately 29% of our consolidated net sales.

There can be no assurance that Walmart, Inc.

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Third-Party Partner Risks

Disruption of our supply chain has had and could continue to have an adverse impact on our business, financial condition, and results of operations.

Disruptions to our supply chain have had and could continue to have an adverse impact on our business, financial condition, and results of operations.

Our ability to make, move, and sell our products is critical to our success.

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Although most of our products are manufactured in North America and we source the significant majority of our ingredients and raw materials from North America, global supply has at times been and may continue to be constrained, which has caused and may continue to cause the price of certain ingredients and raw materials used in our products to increase and/or we may experience disruptions to our operations.

Additionally, although we have no direct operations in Russia, Ukraine, the Middle East, China, or Taiwan, we have experienced, or may experience, shortages in materials from these regions, increased tariffs, sanctions or restrictions relating to these areas, and increased costs or volatility relating to transportation, energy, and raw materials impacted by these regions, and reduced consumer confidence and consumption in these regions due in part to the negative impact of military conflicts and rising tensions in these areas on the global economy.

To date, these conflicts have not had a material impact on our business, financial condition, or results

of operations, but continued geopolitical turmoil may negatively impact our supply chain and our ability to manufacture or sell our products.

Additionally, although we have no direct operations in Iran or elsewhere in the Middle East, Russia, Ukraine, China, or Taiwan, we have experienced, and may again experience, shortages in materials from these regions, increased tariffs, sanctions or restrictions relating to these areas, and increased costs or volatility relating to transportation, energy, and raw materials impacted by these regions, and reduced consumer confidence and consumption in these regions due in part to the negative impact of military conflicts and rising tensions in these areas on the global economy.

To date, these conflicts have not had a material impact on our business, financial condition, or results of operations, but continued geopolitical turmoil may negatively impact our supply chain and our ability to manufacture or sell our products.

Dependency on contract manufacturing arrangements could impact our sales volume and adversely affect our results of operations.

Our businesses periodically enter into contract manufacturing arrangements with manufacturers of products.

Our businesses periodically enter into contract manufacturing arrangements with third-party manufacturers of products.

The terms of these agreements vary.

Although many agreements are for a relatively short period of time, some of the contract manufacturing agreements are for extended periods.

Although many agreements are for a relatively short period of time, some of our contract manufacturing agreements are for extended periods.

Volumes produced under each of these agreements can fluctuate significantly based upon the product’s life cycle, product promotions, alternative production capacity, and other factors, none of which are under our direct control.

Our future ability to enter into or maintain contract manufacturing arrangements is not guaranteed, and an inability for the Company to obtain favorable contract manufacturing pricing or sufficient contract manufacturing availability or production capacity could have a significant negative impact on sales volume.

Our future ability to enter into, maintain or expand these contract manufacturing arrangements is not guaranteed, and an inability for the Company to obtain favorable contract manufacturing pricing or sufficient contract manufacturing availability or production capacity could have a significant negative impact on sales volume.

As we outsource certain functions, we become more dependent on the third parties performing those functions.

As part of a concerted effort to achieve cost savings and efficiencies, we have entered into agreements with third-party service providers under which we have outsourced certain information systems, sales, finance, accounting, and other functions, and we may enter into managed services agreements with respect to other functions in the future.

If any of these third-party service providers do not perform according to the terms of the agreements, or if we fail to adequately monitor their performance, including their use of new artificial intelligence technologies, we may not be able to achieve the expected cost savings or we may have to incur additional costs to correct errors made by such service providers, and our reputation could be harmed.

If any of these third-party service providers do not perform according to the terms of the agreements, or if we fail to adequately monitor their performance, including their use of new AI technologies, we may not be able to achieve the expected cost savings or we may have to incur additional costs to correct errors made by such service providers, and our reputation could be harmed.

Depending on the function involved, such errors may also lead to business interruption, damage or disruption of information technology systems, processing inefficiencies, the loss of or damage to intellectual property or non-public company sensitive information, effects on financial reporting, litigation or remediation costs, or damage to our reputation, any of which could have a material adverse effect on our business.

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We may be negatively impacted by cybersecurity incidents involving third parties in our supply chain.

In the past, we have been impacted by cyber breaches experienced by third parties in our supply chain.

If any of our third-party service providers or any other third parties in our supply chain experience a cyber breach or system failure, their businesses may be negatively impacted, which can disrupt our end-to-end supply chain or affect our ability to fulfill customer orders, both of which could have a material adverse effect on our business.

For example, in the fourth quarter of fiscal 2023, we incurred charges totaling $4.4 million ($3.3 million after-tax) related to supply chain disruptions caused by a third-party vendor’s system shutdown in connection with the third party experiencing a cybersecurity incident.

The vendor’s shut-down disrupted our operations and negatively impacted our ability to fulfill customer orders.

Legal, Regulatory, and Environmental Risks

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Our business is subject to a variety of governmental laws, regulations and executive orders, including food and drug laws, environmental laws, laws related to advertising and marketing practices, accounting standards, taxation requirements, competition laws, labor and employment laws, data privacy laws, human rights laws, and anti-corruption laws in and outside of the United States.

operations are subject to various laws and regulations administered by federal, state, local and foreign government agencies, including the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency, and the Department of Labor.

Our operations are subject to various laws and regulations administered by federal, state, local and foreign government agencies, including the United States Department of Agriculture, the Federal Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Environmental Protection Agency, and the Department of Labor.

In particular, the processing, packaging, transportation, storage, distribution, advertising, labeling, quality, and safety of food products, the health and safety of our employees, and the protection of the environment are each subject to governmental regulation.

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Our failure to comply with applicable laws and regulations could subject us to investigations, enforcement actions, lawsuits, administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products.

We may suffer losses if changes to regulations require us to change the ingredients we use or how we process, package, transport, store, distribute, advertise, or label our products or include changes that increase our risk of liability for deceptive advertising.

New and changing extended producer responsibility (EPR) laws and regulations that recently have been, and are being, implemented in the United States and Canada may increase our costs or require us to contribute funding to support recycling and waste processing infrastructure by making manufacturers, like Conagra, responsible for the cost of disposal of food packaging after consumer use.

These EPR laws and regulations also may require us to use more post-consumer recycled material in our packaging or switch to other types of packaging to meet future recyclability requirements, which may further increase our costs.

Additionally, we may suffer losses if changes to regulations require us to change the ingredients we use or how we process, package, transport, store, distribute, advertise, or label our products or include changes that increase our risk of liability for deceptive advertising.

Moreover, depending on the implementation of such regulatory changes, we could have increased risk for a product recall or have existing inventory become unsellable, which could materially and adversely impact our product sales, financial condition and operating results.

In addition, changes in applicable laws and regulations, including changes in taxation requirements and new or increased tariffs on products imported from certain countries, may lead to increased costs and could negatively affect our business, financial condition, and results of operations.

Our operations are also subject to extensive and increasingly stringent regulations administered by the Environmental Protection Agency and similar state, local, and foreign government agencies, which pertain to the discharge of materials into the environment and the handling and disposition of wastes.

Changes to U.S.

health policies can result in increasing scrutiny on the food industry and changes to consumer preferences.

In 2025, the Food and Drug Administration called on the food industry to phase out the approved use of petroleum-based synthetic dyes in food products, and the Make America Healthy Again Commission, led by the U.S.

Health and Human Services and established by an Executive Order in 2025, published assessment and strategy reports discussing factors allegedly contributing to chronic disease, including diet.

Additionally, some states have proposed initiatives or adopted laws and regulations that ban or impose unique labeling requirements or restrictions for certain food ingredients and food products including packaging.

While the full impact of these state and federal level activities on our products and business remains uncertain, inconsistent laws and changes to laws and regulations regarding food ingredients, production methods, labeling, packaging, or nutritional requirements could or will require reformulation of certain products, which in turn could impact demand for our products or increase our compliance costs, any of which could have a material adverse effect on our business, financial condition, and results of operations.

In addition, changes in other laws and regulations, including changes in taxation requirements and new or increased tariffs on products imported from certain countries, may lead to increased costs and could negatively affect our business, financial condition, and results of operations.

Failure to comply with these regulations can have serious consequences, including civil and administrative penalties and negative publicity.

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Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations.

There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.

In the event that such 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 wheat, tomatoes, and a wide array of vegetables.

Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost of transporting and storing raw materials, or disrupt our production schedules.

We may also be subjected to decreased availability or less favorable pricing for water as a result of such change, which could impact our manufacturing and distribution operations.

In addition, natural disasters and extreme weather conditions may disrupt the productivity of our facilities or the operation of our supply chain.

The increasing concern over climate change also may result in more regional, federal, and/or global legal and regulatory requirements including changes to energy policies, increased mandatory disclosure, carbon pricing regulations or carbon taxes.

In the event that such additional regulations are enacted and are more aggressive than the climate risk mitigation measures that we are currently undertaking to monitor our emissions and improve our energy efficiency, we may experience significant increases in our costs of operation and delivery.

In particular, increasing regulation of fuel emissions could substantially increase the distribution and supply chain costs associated with our products.

As a result, climate change could negatively affect our business and operations.

While we continue to take important steps to strive toward mitigation of climate risk and the impact of climate change, transitioning our business to adapt to and comply with evolving policy, legal, and regulatory changes may impose substantial operational and compliance burdens.

Additionally, we may incur increased costs if such regulatory actions are modified or reversed resulting in continued elevated compliance costs.

As a result, mitigation and compliance efforts relating to climate change could negatively affect our business and operations.

Climate change related adverse weather conditions, water shortages, and natural disasters may reduce agricultural productivity leading to decreased availability or less favorable pricing for commodities necessary for our products, including wheat, tomatoes, and various vegetables.

Climate change related reduced availability or increased cost of water may also affect our manufacturing and distribution operations, or disrupt the productivity of our facilities and supply chain.

Continued concern over climate change may result in additional regional, federal, and/or global legal and regulatory requirements including changes to energy policies, increased mandatory disclosure obligations, and carbon pricing regulations or taxes.

If such regulations are more aggressive than our climate risk mitigation measures, we may experience significant increases in our costs of operation and delivery, including, increasing regulation of fuel emissions.

We may incur increased costs if such regulatory actions result in sustained elevated compliance costs.

Collecting, measuring and analyzing information relating to such matters can be costly, time-consuming, dependent on third-party cooperation and unreliable.

Furthermore, methodologies for measuring, tracking and reporting on such matters continue to change over time, which requires our processes and controls for such data to evolve as well.

Additionally, we may face increased pressure from customers, consumers, investors, activists and other stakeholders to modify our products or operations away

from ingredients or activities that are considered to have a higher impact on climate change.

Such changes to methodologies or lack of progress (whether actual or perceived) could adversely affect our business, operations, and reputation, and increase risk of litigation.

Additionally, we may face increased pressure from customers, consumers, investors, activists and other stakeholders to modify our products or operations away from ingredients or activities that are considered to have a higher impact on climate change.

From time to time, we establish strategies and expectations related to climate change and other environmental matters.

Our ability to achieve any such strategies or expectations is subject to numerous factors and conditions, many of which are outside of our control.

Examples of such factors include evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, market trends that may alter business opportunities, the conduct of third-party manufacturers and suppliers, constraint or disruptions to our supply chain, and changes in carbon markets or carbon taxes.

We may be required to expend significant resources to achieve these strategies and expectations, which could significantly increase our operational costs.

Our ability to achieve any such strategies or expectations is subject to numerous factors and conditions outside of our control, including evolving regulatory standards, the pace of scientific and technological developments, increased costs, availability of financing, market trends, conduct of third-party manufacturers and suppliers, supply chain constraint or disruptions, and changes in carbon markets or carbon taxes.

We may be required to expend significant resources to achieve these strategies and expectations.

There can be no assurance of the extent to which any of our strategies or expectations will be achieved, or that any future investments we make will meet stakeholder expectations.

Failures or delays (whether actual or perceived) in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations, and reputation, and increase risk of litigation.

Cybersecurity and Information Technology Risks

Cybersecurity, Information Technology Risks, and AI-Related Risks

Our business operations could be disrupted if our information technology systems fail to perform adequately.

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Our information technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes outside of our control such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance, security breaches, computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, hacking, and other cyberattacks.

Additionally, the increase in hybrid working where employees, including third-party employees, access technology infrastructure remotely may create additional information technology and data security risks.

If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and associated automated and manual control processes, including related to new artificial intelligence technologies, we could be subject to billing, payment, and collection errors, business disruptions, or damage resulting from security breaches.

Additionally, the increased regularity of employees, including third-party employees, accessing technology infrastructure remotely may create additional information technology and data security risks.

payment, and collection errors, business disruptions, or damage resulting from security breaches.

Failure to implement new technologies could result in lower productivity and higher costs.

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Sophisticated cybersecurity threats pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity, and availability of the data stored on those systems, including cloud-based platforms.

In addition, new technology that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks.

Our initiatives to continue to modernize our operations, increase data digitalization and improve connectively of our production facilities may increase our potential exposure to cybersecurity risks and add additional complexity to our cybersecurity program.

Similarly, rapid development and increased adoption of artificial intelligence technology may create the need for rapid modifications to our cybersecurity program and increase our cybersecurity risks.

Additionally, the technology and techniques used in cyberattacks are constantly evolving and the pace and extent of that evolution may accelerate with the use of emerging technologies including artificial intelligence.

While we maintain a cyber insurance policy that provides coverage for security incidents, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on financially reasonable terms, or at

all, or that any insurer will not deny coverage as to any future claim.

Our initiatives to continue to modernize our operations, adopt new technology to increase efficiency, and increase data digitalization and improve connectively of our production facilities may increase our potential exposure to cybersecurity risks and add additional complexity to our cybersecurity program.

Similarly, rapid development and increased adoption of AI technology in our operations may create the need for rapid modifications to our cybersecurity program and increase our cybersecurity risks.

Furthermore, the technology and techniques used in cyberattacks are also rapidly evolving.

Threat actors are increasingly leveraging AI and machine learning techniques, such as generative AI-enabled phishing, deepfake impersonations, automated vulnerability discovery, adaptive malware, and large-scale credential-stuffing campaigns, to execute more sophisticated cyberattacks that may be more difficult to detect and defend against.

We can provide no assurance that our cybersecurity program will be able to evolve at a pace sufficient to address all of these threats or that our defenses will remain effective against attacks utilizing these advanced capabilities.

Increased cyber incidents, both in terms of frequency and scale, may impact the availability and cost of cyber insurance globally which may negatively impact our ability to maintain sufficient coverage.

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Our efforts to comply with privacy and data protection laws may impose significant costs and challenges that are likely to increase over time.

We are exposed to risk based on our increasing adoption and use of AI in a rapidly-evolving regulatory landscape.

As we increase the use of AI in our business to support operational efficiencies, supply chain management, product development, marketing capabilities, human capital management, and administrative support, the challenges associated with properly managing such use increase, as does the risk to us of reputational harm, competitive harm, and legal liability that could adversely affect our business.

The use of AI exposes us to potential information deficiencies, inaccuracies or misleading output, data privacy breaches, inadequate protection of confidential information and intellectual property rights, infringement on third parties’ intellectual property rights, flawed decision-making, and increased costs that may have a negative impact on our business.

Further, the global legal, regulatory, and ethical landscape surrounding AI is rapidly evolving and remains uncertain.

Compliance with new and evolving laws, regulations, or industry standards relating to AI may require significant investment and resources, may limit our ability to use AI, and could result in reputational harm, legal liability, or other adverse effects on our operations and overall business.

The rapidly evolving and expanding use of AI, along with the introduction of increasingly disparate requirements across the various U.S.

jurisdictions in which we operate, as well as evolving international privacy and cybersecurity regimes, complicates our compliance obligations and may require adaptation of our technologies, practices, and operations, which could increase our costs.

Employee Risks

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We continue to experience increased competition for talent and at times, in recent years, have experienced periods of increased employee turnover.

We could experience shortages of employees with specialized skills, such as skills in emerging technologies including artificial intelligence and data analytics, especially emerging technology enabling us to formulate our business strategies based on consumer insights.

We could experience shortages of employees with specialized skills, such as skills in emerging technologies including AI and data analytics, especially emerging technology enabling us to formulate our business strategies based on consumer insights.

If we do not successfully compete for the best talent, our business activities may be adversely affected.

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The net carrying value of other intangibles represents the fair value of trademarks, customer relationships, and other acquired intangibles as of the acquisition date (or subsequent impairment date, if applicable), net of accumulated amortization.

Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated by management at least annually for impairment.

Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must

be evaluated by management at least annually for impairment.

Amortized intangible assets are evaluated for impairment whenever events or changes in circumstance indicate that the carrying amounts of these assets may not be recoverable.

Impairments to goodwill and other intangible assets may be caused by multiple factors including increasing competitive pressures, reduced demand for our products, disruption in our operations as a result of internal and external events including disruptions involving contract manufacturing arrangements, lower than expected revenue and profit growth rates, changes in industry earnings before interest, taxes, depreciation and amortization multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), or the bankruptcy of a significant customer.

Any impairment to goodwill or other intangible assets could negatively impact our net worth.

Impairments to goodwill and other intangible assets may be caused by multiple factors including increasing competitive pressures, reduced demand for our products, sustained stock price decline, disruption in our operations as a result of internal and external events including disruptions involving contract manufacturing arrangements, declining consumer sentiment, macroeconomic uncertainties, lower than expected revenue and profit growth rates, changes in industry earnings before interest, taxes, depreciation and amortization multiples, changes in discount rates based on changes in cost of capital (interest rates, etc.), or the bankruptcy of a significant customer.

Any impairment to goodwill or other intangible assets could negatively impact our net worth and results of operations.

Securities Risks

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Similarly, our divestiture activities may present financial, managerial, and operational risks such as diversion of management attention from existing businesses.

Our divestiture activity may result in impairment charges and gains or losses on such sales, or lost

operating income from such divested businesses, may impact our profitability.

Our divestiture activity may result in impairment charges and gains or losses on such sales, or lost operating income from such divested businesses, may impact our profitability.

Additionally, divestitures may present difficulties separating personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers and others.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors