3 unchanged sentences
Based upon this review, such officers concluded that our disclosure controls and procedures were effective as of September 27, 2025.
−Removed: Remediation of Previously Disclosed Material Weaknesses
−Removed: We previously identified and disclosed in our Form 10-K for the fiscal year ended September 30, 2023, as well as in our Quarterly Report on Form 10-Q filed for the quarters ended December 30, 2023, March 30, 2024, and June 29, 2024, material weaknesses in our internal controls over financial reporting.
−Removed: The material weaknesses identified related to (1) certain information technology general computer controls ("ITGC’s") at our Live Plant and Green Garden businesses and (2) controls related to an outsourced service provider that supports certain of the Company’s revenue processes for our Live Plant business.
−Removed: As a result, certain of the Company’s related business controls that are dependent upon the affected ITGC’s and lack of controls around outsourced IT service provider data were also deemed ineffective.
−Removed: A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: As of September 28, 2024, we have completed our remediation activities including testing of the design and concluding on the operating effectiveness of the related controls.
−Removed: The remediation activities included, but are not limited to:
−Removed: • Instituted a ITGC material weakness remediation team;
−Removed: • Implemented defined standards & control processes;
−Removed: • Enhanced the training of personnel on the design and operation of our internal controls over financial reporting;
−Removed: • Developed monitoring controls and protocols allowing us to timely assess the design and operating effectiveness of the new and redesigned controls;
−Removed: • Hired an additional resource with an appropriate level of knowledge and experience;
−Removed: • Expanded and formalized controls related to recording revenue from an outsourced service provider that supports certain of the Company's revenue processes for our Live Plant business.
−Removed: Based upon the above, we believe the steps taken have improved the effectiveness of our internal control over financial reporting and we have determined that these new or redesigned controls are operating effectively.
Changes in Internal Control Over Financial Reporting
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated whether any change in our internal control over financial reporting occurred during the fourth quarter of fiscal 2025.
−Removed: Based on that evaluation, management concluded that other than the improvements to our internal control over financial reporting to remediate the material weaknesses discussed above, there have been no other changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the fourth quarter of fiscal 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
1 unchanged sentence
Other Information
−Removed: During the quarter ended September 28, 2024, none of our directors or officers informed us of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
−Removed: Name & Title Date Adopted Character of Trading Arrangement 1
−Removed: Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Duration 2
−Removed: Other Material Terms Date Terminated
−Removed: Pennington III , Director
−Removed: 8/29/2024 Rule 10b5-1
−Removed: Arrangement Up to 27,789
−Removed: shares of CENTA
−Removed: 2/10/2025 through 5/14/2027
−Removed: 1 Except as indicated by footnote, each trading arrangement marked as a "Rule 10b5-1 Trading Arrangement" is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the "Rule").
−Removed: 2 The Rule 10b5-1 Trading Arrangements permit transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.
−Removed: The Rule 10b5-1 Trading Arrangements only permit transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
−Removed: The Rule 10b5-1 Trading Arrangements also provide for automatic expiration in the event of certain events, including written notice of death or legal incapacity, filing of a bankruptcy petition, upon transfer of the securities account to another broker-dealer;
−Removed: the closing of a merger, recapitalization, consolidation or similar transaction, or the termination of the Rule 10b5-1 Trading Arrangement by the executive.
−Removed: 3 Includes options to purchase 20,446 shares of CENTA of which only the amount of net shares issued after withholding shares to cover the exercise price and tax withholding will be sold.
+Added: During the quarter ended September 27, 2025, none of our directors or officers informed us of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
65 unchanged sentences
10-K 001-33268 10.1 11/29/2017
−Removed: Third Amended and Restated Credit Agreement dated December 16, 2021 among the Company, certain of the Company's subsidiaries as guarantors, a syndicate of financial institutions party thereto, Truist Bank, as issuing bank and administrative agent, Bank of America, N.A., Keybank National Association, U.S.
−Removed: Bank National Association and Wells Fargo Bank, National Association as Co-Syndication Agents.
−Removed: Bank of the West, Capital One National Association, J.P.
−Removed: Morgan Chase Bank, N.A.
−Removed: and MUFG Bank LTD., as Co-Documentation Agents, Truist Securities, Inc., Bank of America N.A., Keybanc Capital Markets, Inc., U.S.
−Removed: Bank National Association and Wells Fargo Bank, National Association as Joint Lead Arrangers and Joint Bookrunners.
+Added: Fourth Amended and Restated Credit Agreement, dated November 7, 2025 among the Company, certain of the Company's subsidiaries as guarantors, a syndicate of financial institutions party thereto Arrangers and Joint Bookrunners
8-K 001-33268 10.1 11/12/2025
−Removed: First Amendment to Third Amended and Restated Credit Agreement dated May 15, 2023, among the Company, each of the other Borrowers and Guarantors party hereto, the Lenders party hereto, and Truist Bank, as the Administrative Agent and Annex A to First Amendment to Third Amended and Restated Credit Agreement dated December 16, 2021, among the Company, certain of the Company's subsidiaries as guarantors, a syndicate of financial institutions party thereto, Truist Bank, as Issuing Bank and Administrative Agent, Bank of America, N.A., Keybank National Association, U.S.
−Removed: Bank National Association and Wells Fargo Bank, National Association as Co-Syndication Agents, Bank of the West, Capital One, National Association, JPMorgan Chase Bank, N.A., and MUFG Bank, LTD., as Co-Documentation Agents, Truist Securities, Inc., Bank of America, N.A., Keybanc Capital Markets, Inc., U.S.
−Removed: Bank National Association and Wells Fargo Bank, National Association as Joint Lead Arrangers and Joint Bookrunners.
−Removed: 10-Q 001-33268 10.1 8/3/2023
2003 Omnibus Equity Incentive Plan, as amended and restated effective February 13, 2012.
19 unchanged sentences
Promotion Letter of Niko Lahanas dated September 26, 2024
+Added: 10-K 001-33268 10.23 11/27/2024
Promotion Letter of Bradley Smith dated September 25, 2024
+Added: 10-K 001-33268 10.24 11/27/2024
Insider Trading Policy
+Added: 10-K 001-33268 19 11/27/2024
List of Subsidiaries
38 unchanged sentences
Dougher Director November 26, 2025
−Removed: /s/ Michael J.
−Removed: Griffith Director November 27, 2024
+Added: /s/ Randal D.
+Added: Lewis Director November 26, 2025
/s/ Christopher Metz Director November 26, 2025
17 unchanged sentences
Management evaluated the effectiveness of Central’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.
−Removed: The scope of management's assessment of the effectiveness of our internal control over financial reporting included all of our consolidated operations except for the operations of TDBBS, LLC, which we acquired in November 2023 and whose financial statements constitute 1% and 2% of the consolidated total assets and net sales, respectively, as of and for the fiscal year ended September 28, 2024.
−Removed: This exclusion is in accordance with the SEC's general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.
+Added: The scope of management's assessment of the effectiveness of our internal control over financial reporting included all of our consolidated operations.
Based upon this assessment, such officers concluded the Company maintained effective internal control over financial reporting as of September 27, 2025.
21 unchanged sentences
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Net Sales - Revenue Recognition for Consignment Arrangements — Refer to Note 1 to the financial statements
10 unchanged sentences
• For a sample of transactions, we performed a test of details on those related accounts determined to have a significant relationship with revenue, including accounts receivable and cash collections.
−Removed: • We traced the recording of point-of-sale revenue transactions into the Company’s records to test how revenue transactions are captured, processed, and aggregated.
• We performed a proof of cash reconciliation that reconciled cash deposits to revenue recognized throughout the year.
12 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended September 27, 2025, of the Company and our report dated November 26, 2025, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting of the acquired operations of TDBBS, LLC, which was acquired on November 3, 2023, and whose financial statements constitute 1% and 2% of the consolidated total assets and net sales, respectively, as of and for the fiscal year ended September 28, 2024.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at TDBBS, LLC.
Basis for Opinion
47 unchanged sentences
80 million shares authorized;
−Removed: 11,074,620 and 11,077,612 issued at September 28, 2024 and September 30, 2023, respectively)
+Added: 9,650,221 and 11,074,620 outstanding at September 27, 2025 and September 28, 2024, respectively)
Class A common stock ($ 0.01 par value;
100 million shares authorized;
−Removed: 54,446,194 and 54,472,902 issued at September 28, 2024 and September 30, 2023, respectively)
+Added: 51,618,682 and 54,446,194 outstanding at September 27, 2025 and September 28, 2024, respectively)
Class B stock ($ 0.01 par value;
3 million shares authorized;
−Removed: 1,602,374 and 1,602,374 issued at September 28, 2024 and September 30, 2023, respectively)
+Added: 1,602,374 and 1,602,374 outstanding at September 27, 2025 and September 28, 2024, respectively)
Additional paid-in capital 571,392 598,098
38 unchanged sentences
Other comprehensive income (loss):
−Removed: Foreign currency adjustment, net of tax 344 1,175 ( 3,314 )
+Added: Foreign currency translation, net of tax ( 1,223 ) 344 1,175
Total comprehensive income 162,740 109,657 127,272
17 unchanged sentences
Restricted share activity — — 75,471 1 — — ( 4,767 ) — — ( 4,766 ) — ( 4,766 )
+Added: Share conversion 10,000 — — — ( 10,000 ) — — — — — — —
Issuance of common stock — — 343,085 2 — — 6,212 — — 6,214 — 6,214
−Removed: Distribution to noncontrolling interest — — — — — — — — — — ( 806 ) ( 806 )
Repurchase of stock ( 228,739 ) (2) ( 843,112 ) ( 8 ) — — ( 9,200 ) ( 21,526 ) — ( 30,736 ) — ( 30,736 )
−Removed: Other comprehensive loss — — — — — — — — ( 3,314 ) ( 3,314 ) — ( 3,314 )
+Added: Other comprehensive income — — — — — — — — 1,175 1,175 — 1,175
Net income — — — — — — — 125,643 — 125,643 454 126,097
13 unchanged sentences
Repurchase of stock ( 1,424,399 ) ( 14 ) ( 3,186,611 ) ( 32 ) — — ( 41,086 ) ( 107,258 ) — ( 148,390 ) — ( 148,390 )
−Removed: Other comprehensive income — — — — — — — — 344 344 — 344
+Added: Other comprehensive loss — — — — — — — — ( 1,223 ) ( 1,223 ) — ( 1,223 )
Net income — — — — — — — 162,843 — 162,843 1,120 163,963
13 unchanged sentences
Stock-based compensation 21,060 20,583 27,990
−Removed: Debt extinguishment costs — — 169
Gain on sale of business — — ( 5,845 )
12 unchanged sentences
Operating lease liabilities ( 62,484 ) ( 50,197 ) ( 48,692 )
−Removed: Net cash provided by (used in) operating activities 394,892 381,634 ( 34,030 )
+Added: Net cash provided by operating activities 332,506 394,892 381,634
Cash flows from investing activities:
9 unchanged sentences
Repayments of long-term debt ( 231 ) ( 370 ) ( 338 )
+Added: Proceeds from issuance of common stock, net of offering costs — 1 —
Repurchase of common stock, including shares surrendered for tax withholding ( 155,066 ) ( 24,075 ) ( 37,161 )
1 unchanged sentence
Distribution to noncontrolling interest ( 1,346 ) ( 899 ) —
−Removed: Payment of financing costs — — ( 2,410 )
Net cash used in financing activities ( 156,643 ) ( 25,438 ) ( 37,553 )
Effect of exchange rate changes on cash and equivalents ( 947 ) 1,261 1,189
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash 265,530 310,689 ( 247,338 )
+Added: Net increase in cash, cash equivalents and restricted cash 130,031 265,530 310,689
Cash, cash equivalents and restricted cash at beginning of year 768,403 502,873 192,184
17 unchanged sentences
All intercompany balances and transactions have been eliminated in consolidation.
−Removed: The fiscal year ended September 28, 2024 included 52 weeks, the fiscal year ended September 30, 2023 included 53 weeks and the fiscal year ended September 24, 2022 included 52 weeks.
−Removed: Stock Dividend - In December 2023, the Board of Directors approved a stock dividend in the form of one share of the Company's Class A Common Stock for every four outstanding shares of its Common Stock, Class A Common Stock and Class B Stock.
−Removed: Dividend shares of Class A Common Stock were distributed on February 8, 2024, to stockholders of record as of January 8, 2024.
−Removed: The stock dividend did not affect the number of the Company's authorized shares and the par value of each share of stock remained unchanged.
−Removed: Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock and performance share units outstanding at January 8, 2024, which resulted in a proportional increase in the number of vesting stock options, restricted stock and performance share units, and, in the case of stock options, a proportional decrease in the exercise price of all such stock options.
−Removed: Unless noted, all Class A Common Stock share and per share amounts contained in the condensed consolidated financial statements and management's discussion and analysis have been retroactively adjusted to reflect the one-for-four stock dividend.
−Removed: The legal form of the stock dividend was accounted for as a stock split as the Company concluded that shareholders were not receiving a distribution of earnings.
+Added: The fiscal years ended September 27, 2025 and September 28, 2024 each included 52 weeks and the fiscal year ended September 30, 2023 included 53 weeks.
Noncontrolling Interest – Noncontrolling interest in the Company’s consolidated financial statements represents the 20 % interest not owned by the Company in a consolidated subsidiary.
13 unchanged sentences
Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Key sales terms are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration.
5 unchanged sentences
therefore, the Company does not have any significant financing components.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Sales Incentives and Other Promotional Programs
4 unchanged sentences
The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs.
−Removed: Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined.
+Added: Differences between estimated and actual incentive costs have not been material and are recognized in earnings in the period such differences are determined.
Reserves for product returns, accrued rebates and promotional accruals are included in the consolidated balance sheets as part of accrued expenses, and the value of inventory associated with reserves for sales returns is included within prepaid and other current assets on the consolidated balance sheets.
Cost of goods sold consists of cost of product, inbound freight charges, purchasing and receiving costs, certain indirect purchasing, merchandise handling and storage costs, internal transfer costs as well as allocations of overhead costs, including depreciation, related to the Company’s facilities.
−Removed: Cost of goods sold excludes substantially all shipping and handling and out-bound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses.
+Added: Cost of goods sold excludes substantially all shipping and handling and outbound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses.
The cost of shipping and handling, including internal costs and payments to third parties, included in delivery expenses within selling, general and administrative expenses for the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023 was $ 84.9 million, $ 87.1 million and $ 97.1 million, respectively.
10 unchanged sentences
As of fiscal year-end 2025 and 2024, the Company had valuation allowances related to various state and foreign net deferred tax assets of $ 13.3 million and $ 9.9 million, respectively.
−Removed: Cash, cash equivalents and restricted cash – The Company considers cash and all highly liquid investments with an original maturity of three months or less at date of purchase to be cash and cash equivalents.
+Added: Cash, cash equivalents and restricted cash – The Company considers cash and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents.
Restricted cash includes cash and highly liquid instruments that are used as collateral for stand-alone letter of credit agreements related to normal business transactions.
These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash the Company has available for other uses.
−Removed: The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows as of
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: September 28, 2024, September 30, 2023 and September 24, 2022, respectively (in thousands).
+Added: The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows as of September 27, 2025, September 28, 2024 and September 30, 2023, respectively (in thousands).
September 27, 2025 September 28, 2024 September 30, 2023
7 unchanged sentences
Allowance for Credit Losses and Customer Allowances – The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company maintains an allowance for credit losses related to its trade accounts receivable for future expected credit losses for the inability of its customers to make required payments.
14 unchanged sentences
The Company’s fixed assets and intangible assets subject to amortization are required to be tested for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.
−Removed: If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset group would be compared to the asset group carrying amount to determine if a write-down is required.
+Added: If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset group would be compared to the asset group's carrying amount to determine if a write-down is required.
If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded.
Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
−Removed: The Company recognized impairment losses on certain intangible assets of $ 12.8 million and $ 11.5 million in fiscal years 2024 and 2023, respectively, and there were no impairment losses recorded in fiscal 2022.
+Added: The Company recognized impairment losses on certain intangible assets of $ 1.0 million, $ 12.8 million and $ 11.5 million in fiscal years 2025, 2024 and 2023, respectively.
Should market conditions or the assumptions used by the Company in determining the fair value of assets change, or management changes plans regarding the future use of certain assets, additional charges to operations may be required in the period in which such conditions occur.
5 unchanged sentences
See Note 8 – Goodwill .
−Removed: Investments – The Company owns membership interests ranging from 1 % to 50 % in fourteen unconsolidated companies.
−Removed: The Company accounts for its interest in these entities using the equity method and in accordance with ASC 321 – Investments – Equity Securities.
−Removed: Equity method losses of $ 6.7 million (which includes an investment impairment of $ 7.5 million) in fiscal year 2024, equity method losses of $ 0.2 million in fiscal year 2023, and equity method income of $ 0.8 million in fiscal 2022, are included in other income (expense) in the consolidated statements of operations.
+Added: Investments – The Company owns interests ranging from 1 % to 50 % in fourteen unconsolidated companies.
+Added: The Company accounts for its interest in these entities in accordance with ASC 321 – Investments – Equity Securities or ASC 323 - Investments Equity Method and Joint Ventures.
+Added: Equity method losses of $ 0.1 million in fiscal year 2025, $ 6.7 million (which includes an investment impairment of $ 7.5 million) in fiscal year 2024, and $ 0.2 million in fiscal 2023, are included in other income (expense) in the consolidated statements of operations.
The Company’s investment in these entities was $ 30.5 million at September 27, 2025 and $ 31.5 million at September 28, 2024 and is included in Other assets in the Company's consolidated balance sheets.
On an individual and combined basis, the assets, liabilities, revenues and expenses of these entities are not significant.
−Removed: See Note 3 – Acquisitions .
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: See Note 3 – Acquisitions, Divestitures and Investments .
Leases - The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances.
8 unchanged sentences
Non-lease components and the lease components to which they relate are accounted for as a single lease component, as the Company has elected to combine lease and non-lease components for all classes of underlying assets.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses, depending on the nature of the leased item.
7 unchanged sentences
Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported.
−Removed: Fair Value of Financial Instruments – At September 28, 2024 and September 30, 2023, the carrying amount of cash and cash equivalents, short term investments, accounts receivable and payable, short term borrowings and accrued liabilities approximates fair value because of the short term nature of these instruments.
−Removed: The estimated fair value of the Company’s senior subordinated notes is based on quoted market prices for these instruments.
+Added: Fair Value of Financial Instruments – At September 27, 2025 and September 28, 2024, the carrying amount of cash and cash equivalents, accounts receivable and payable and accrued liabilities approximates fair value because of the short term nature of these instruments.
See Note 2 – Fair Value Measurements for further information regarding the fair value of the Company’s financial instruments.
2 unchanged sentences
See Note 14 – Stock-Based Compensation for further information.
−Removed: Total Comprehensive Income (Loss) – Total comprehensive income (loss) consists of two components:
+Added: Total Comprehensive Income – Total comprehensive income consists of two components:
net income and other comprehensive income (loss).
Other comprehensive income (loss) refers to gains and losses that under generally accepted accounting principles are recorded directly as an element of shareholders’ equity, but are excluded from net income, and is comprised of currency translation adjustments relating to the Company’s foreign subsidiaries in the U.K and Canada whose functional currency is not the U.S.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Recent Accounting Pronouncements
−Removed: Recently Adopted Accounting Updates
−Removed: There are no recently adopted accounting pronouncements that had a material impact on the Company's condensed consolidated financial statements.
−Removed: Accounting Standards Not Yet Adopted
+Added: Recently Adopted Accounting Standards
Segment Reporting
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: This ASU requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker that are included within each reported measure of segment profit or loss, and also requires all annual disclosures currently required by Topic 280 to be included in interim periods.
−Removed: 2023-07 is to be applied retrospectively for all periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
+Added: In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.
+Added: ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.
+Added: 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.
+Added: During 2025, we adopted the annual disclosure requirements on a retrospective basis.
+Added: The additional disclosures required are presented in Note 18 - Business Segment Data .
+Added: The adoption of this standard did not have a material impact on our consolidated financial statements.
+Added: Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU No.
9 unchanged sentences
Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
−Removed: The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, short term investments, accounts receivable and payable, derivative instruments, short-term borrowings, and accrued liabilities.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The Company’s financial instruments include cash and equivalents, restricted cash and equivalents, accounts receivable and payable and accrued liabilities.
The carrying amount of these instruments approximates fair value because of their short-term nature.
1 unchanged sentence
The fair values of the Company's contingent consideration liabilities from previous business acquisitions are considered "Level 3" measurements because the Company uses various estimates in the valuation models to project timing and amount of future contingent payments.
−Removed: The liability for contingent consideration relates to future performance-based contingent payments for Hydro-Organics Wholesale, Inc., acquired in October 2015.
−Removed: The performance period related to Hydro-Organics Wholesale extends through fiscal 2025.
+Added: The liability for contingent consideration relates to future performance-based contingent payments.
+Added: The performance period extends through fiscal 2028.
The fair value of the estimated contingent consideration arrangement is determined based on the Company’s evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performance by the acquired entity.
The balance, if there is an amount, is presented as part of long-term liabilities in the Company's consolidated balance sheets.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a summary of changes in fair value of the Company's Level 3 financial instruments for the years ended September 27, 2025 and September 28, 2024:
3 unchanged sentences
Performance-based payments made ( 95 )
−Removed: Balance as of September 30, 2023 115
+Added: Balance September 28, 2024 —
+Added: Estimated contingent performance-based consideration established at the time of acquisition 2,000
Changes in the fair value of contingent performance-based payments —
Performance-based payments made —
−Removed: Balance as of September 28, 2024 $ —
+Added: Balance September 27, 2025 $ 2,000
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
1 unchanged sentence
Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets.
−Removed: As a result of market changes and declining sales, factors indicating the carrying value of certain amortizable and indefinite-lived intangible assets may not be recoverable were present in fiscal 2024.
−Removed: The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded impairment charges of approximately $ 12.8 million in its Pet segment, as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2024.
+Added: In fiscal year ended September 27, 2025, impairment charges of approximately $ 1.0 million in the Company's Pet segment was recorded as part of selling, general and administrative expenses in the consolidated statements of operations.
+Added: In fiscal year ended September 28, 2024, impairment charges of approximately $ 12.8 million in the Company's Pet segment was recorded as part of selling, general and administrative expenses in the consolidated statements of operations.
In fiscal year ended September 30, 2023, impairment charges of approximately $ 7.5 million and $ 3.9 million in the Company's Pet and Garden segments, respectively, were recorded as part of selling, general and administrative expenses in the consolidated statements of operations.
−Removed: There were no impairment losses recorded in fiscal 2022.
Fair Value of Other Financial Instruments
6 unchanged sentences
The estimated fair value is based on quoted market prices for these notes, which are Level 2 inputs within the fair value hierarchy.
−Removed: Acquisitions and Investments in Joint Ventures
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Acquisitions, Divestitures and Investments
+Added: The Company did not make any material acquisitions in fiscal 2025.
On November 3, 2023, the Company acquired TDBBS, LLC (“TDBBS”), a provider of premium natural dog chews and treats for approximately $ 60 million.
The addition of TDBBS expands Central’s portfolio with bully and collagen sticks, bones and jerky, adds scale to its dog and cat business and enhances Central’s eCommerce and direct-to-consumer capabilities.
−Removed: The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $ 45 million, of which $ 23 million was allocated to identified intangible assets and approximately $ 5 million was included in goodwill in the Company's consolidated balance sheet as of September 28, 2024.
+Added: The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $ 45 million, of which $ 23 million was allocated to identified intangible assets and approximately $ 5 million was included in goodwill.
Financial results of TDBBS have been included in the results of operations within the Pet segment since the date of acquisition.
The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted)
10 unchanged sentences
Net assets acquired, less cash and cash equivalents $ 60,226 $ — $ 60,226
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(1) As previously reported in the Company's Form 10-Q for the period ended June 29, 2024.
3 unchanged sentences
Sale of Garden Segment Independent Distribution Business
−Removed: In the fourth quarter of fiscal 2023, the Company sold their independent garden center distribution business for approximately $ 20 million for inventory and the related customer data.
−Removed: Associated with the sale, the Company is closing one facility and part of another facility due to excess space previously dedicated to serving the independent garden channel.
+Added: In the fourth quarter of fiscal 2023, the Company sold its independent garden center distribution business for approximately $ 20 million for inventory and the related customer data.
+Added: Associated with the sale, the Company closed one facility and part of another facility due to excess space previously dedicated to serving the independent garden channel.
As a result of these closures, the Company recorded a gain of $ 5.8 million which is net of the inventory sold, inventory transport costs and the associated facility closure costs, including severance.
The gain was recorded as part of selling, general and administrative expenses.
−Removed: The Company did not make any acquisitions in fiscal 2022.
−Removed: During the second quarter and fourth quarter of fiscal 2022, the Company finalized the allocation of the purchase price to the fair values of the tangible assets, intangible assets and liabilities acquired for its acquisitions of Green Garden Products and D&D Commodities Limited, respectively.
−Removed: Green Garden Products
−Removed: On February 11, 2021, the Company acquired Flora Parent, Inc.
−Removed: and its subsidiaries ("Green Garden Products"), a leading provider of vegetable, herb and flower seed packets, seed starters and plant nutrients in North America, for approximately $ 571 million.
−Removed: The Company borrowed approximately $ 180 million under its credit facility to partially finance the acquisition.
−Removed: The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $ 487 million, of which $ 393 million was allocated to identified intangible assets and approximately $ 143 million was included in goodwill in the Company's consolidated balance sheet as of September 24, 2022.
−Removed: The financial results of Green Garden Products have been included in the results of operations within the Garden segment since the date of acquisition.
−Removed: The following table summarizes the purchase price and recording of fair values of the assets acquired and liabilities assumed as of the acquisition date and subsequent adjustments.
−Removed: Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted)
−Removed: (in thousands)
−Removed: Current assets, net of cash and cash equivalents acquired $ 118,421 $ 31,826 $ 150,247
−Removed: Fixed assets 2,340 — 2,340
−Removed: Goodwill — 142,582 142,582
−Removed: Other intangible assets, net — 392,929 392,929
−Removed: Other assets 487,420 ( 487,259 ) 161
−Removed: Operating lease right-of-use assets 14,577 — 14,577
−Removed: Current liabilities ( 26,507 ) — ( 26,507 )
−Removed: Long-term lease liabilities ( 10,912 ) — ( 10,912 )
−Removed: Deferred income taxes and other long-term obligations ( 14,829 ) ( 80,078 ) ( 94,907 )
−Removed: Net assets acquired, less cash and cash equivalents $ 570,510 $ — $ 570,510
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (1) As previously reported in the Company's Form 10-K for the fiscal year ended September 25, 2021.
−Removed: The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible asset amortization for Green Garden Products was immaterial.
−Removed: D&D Commodities Limited
−Removed: On June 30, 2021, the Company purchased D&D Commodities, Ltd.
−Removed: ("D&D"), a provider of high-quality, premium bird feed, for approximately $ 88 million in cash and the assumption of approximately $ 30 million of long-term debt.
−Removed: Subsequent to the acquisition, $ 30 million of cash was used to eliminate the acquired long-term debt.
−Removed: The purchase price exceeded the estimated fair value of the net tangible assets acquired by approximately $ 99 million, of which $ 64 million was allocated to identified intangible assets and approximately $ 34 million was included in goodwill in the Company's consolidated balance sheet as of September 24, 2022.
−Removed: The financial results of D&D have been included in the results of operations within the Garden segment since the date of acquisition.
−Removed: Amounts Previously Recognized as of Acquisition Date (1) Measurement Period Adjustments Amounts Recognized as of Acquisition Date (as Adjusted)
−Removed: (in thousands)
−Removed: Current assets, net of cash and cash equivalents acquired $ 17,183 $ 465 $ 17,648
−Removed: Fixed assets 6,907 1,823 8,730
−Removed: Goodwill — 34,463 34,463
−Removed: Other assets 101,218 ( 101,051 ) 167
−Removed: Other intangible assets, net — 64,300 64,300
−Removed: Current liabilities ( 7,183 ) — ( 7,183 )
−Removed: Long-term debt ( 30,000 ) — ( 30,000 )
−Removed: Net assets acquired, less cash and cash equivalents $ 88,125 $ — $ 88,125
−Removed: (1) As previously reported in the Company's Form 10-K for the fiscal year ended September 25, 2021.
−Removed: The impact to the consolidated statement of operations associated with the finalization of purchase accounting and true-up of intangible asset amortization for D&D was immaterial.
−Removed: The Company expects all the goodwill from its acquisition of D&D Commodities Limited to be deductible for tax purposes.
−Removed: During fiscal year 2024, the Company recorded an investment impairment totaling $ 7.5 million for two related private company investments.
+Added: During fiscal year 2025, the Company did not record any new investments or impairments.
+Added: During fiscal 2024, the Company recorded an investment impairment totaling $ 7.5 million for two related private company investments.
During fiscal 2023, the Company converted a SAFE note totaling $ 0.9 million into shares, acquiring a 6 % interest, which is accounted for in accordance with ASC 321.
−Removed: During fiscal 2022, the Company made investments totaling $ 26.1 million, maintaining its 7 % interest in a venture and acquiring a 10 % interest in another venture, both of which are accounted for in accordance with ASC 321.
CENTRAL GARDEN & PET COMPANY
2 unchanged sentences
Customer Concentration – Approximately 54 % of the Company’s net sales for fiscal 2025, 54 % for fiscal 2024 and 52 % for fiscal 2023 were derived from sales to the Company’s top five customers.
−Removed: The Company’s largest customer accounted for approximately 17 % of the Company’s net sales in fiscal 2024, 16 % in 2023 and 17 % in 2022 (in both Pet and Garden).
−Removed: The Company’s second largest customer in 2024 accounted for approximately 16 % of the Company’s net sales in fiscal years 2024, 2023 and 2022 (in both Pet and Garden).
−Removed: The Company’s third largest customer in 2024 accounted for approximately 8 % of the Company’s net sales in fiscal years 2024, 2023 and 2022 (in Pet).
+Added: The Company’s largest customer (which has sales in both Garden and Pet in fiscal 2025), accounted for approximately 17 % of the Company’s net sales in fiscal years 2025 and 2024, and 16 % in 2023.
+Added: The Company’s second largest customer (which has sales in Garden in 2025), accounted for approximately 16 % of the Company’s net sales in fiscal years 2025, 2024 and 2023.
+Added: The Company’s third largest customer (which has sales in Pet in 2025), accounted for approximately 9 % of the Company’s net sales in fiscal 2025, and 8 % in fiscal years 2024 and 2023.
The loss of, or significant adverse change in, the relationship between the Company and any of these three customers could have a material adverse effect on the Company’s business and financial results.
3 unchanged sentences
Allowance for Credit Losses and Customer Allowances
−Removed: The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as allowances for contractual customer deductions accounted for as variable consideration as described in Note 1 - Organization and Significant Accounting Policies .
+Added: The Company’s trade accounts receivable are recorded at net realizable value, which includes an allowance for estimated credit losses, as well as an allowance for contractual customer deductions accounted for as variable consideration as described in Note 1 - Organization and Significant Accounting Policies .
The Company maintains an allowance for credit losses related to its trade accounts receivable for future expected credit losses resulting from the inability of its customers to make required payments.
6 unchanged sentences
Expenses Asset
−Removed: Recoveries Balances at
+Added: Recoveries Increase/(Decrease) to Contractual Customer Deductions Balances at
(in thousands)
+Added: Allowance for estimated credit losses $ 10,671 $ 703 $ ( 2,888 ) $ — $ 8,486
+Added: Allowance for contractual customer deductions 15,575 — — 1,736 17,311
Fiscal Year Ended September 30, 2023 $ 26,246 $ 703 $ ( 2,888 ) $ 1,736 $ 25,797
+Added: Allowance for estimated credit losses 8,486 884 ( 3,003 ) — 6,367
+Added: Allowance for contractual customer deductions 17,311 — — ( 2,643 ) 14,668
Fiscal Year Ended September 28, 2024 $ 25,797 $ 884 $ ( 3,003 ) $ ( 2,643 ) $ 21,035
+Added: Allowance for estimated credit losses 6,367 2,154 ( 510 ) — 8,011
+Added: Allowance for contractual customer deductions 14,668 — — ( 1,221 ) 13,447
Fiscal Year Ended September 27, 2025 $ 21,035 $ 2,154 $ ( 510 ) $ ( 1,221 ) $ 21,458
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inventories, net
7 unchanged sentences
Total inventories, net $ 722,106 $ 757,943
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Property and Equipment, net
13 unchanged sentences
Depreciation and amortization expense, including the amortization of intangible assets, charged to operations was $ 84.9 million, $ 90.8 million and $ 87.7 million for fiscal 2025, 2024 and 2023, respectively.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Changes in the carrying amount of goodwill for the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023:
Garden Products
+Added: Segment Pet Products
Segment Total
21 unchanged sentences
The Company tests goodwill for impairment annually (as of the first day of the fourth fiscal quarter), or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by first assessing qualitative factors to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal and regulatory environments and historical performance.
+Added: The qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal and regulatory environments and historical performance.
If it is determined that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, it is unnecessary to perform the quantitative goodwill impairment test.
13 unchanged sentences
In connection with the Company's annual goodwill impairment testing performed during fiscal 2025, the Company made a qualitative evaluation about the likelihood of goodwill impairment to determine whether it was necessary to calculate the fair values of its reporting units under the goodwill impairment test.
−Removed: The Company completed its qualitative assessment of potential goodwill impairment and determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amount in fiscal year 2024, and accordingly, no further testing of goodwill was required in fiscal 2024.
−Removed: In connection with the Company’s annual goodwill impairment testing performed during fiscal 2023, the Company elected to bypass the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test.
−Removed: The Company completed its quantitative assessment of potential goodwill and determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amounts.
−Removed: In connection with the the Company’s annual goodwill impairment testing performed during fiscal year 2022, the Company made a qualitative evaluation about the likelihood of goodwill impairment to determine whether it was necessary to calculate the fair values of its reporting segments under the goodwill impairment test.
−Removed: The Company completed our qualitative assessment of potential goodwill impairment and determined that it was more likely than not the fair values of the Company’s reporting segments were greater than their carrying amount in fiscal year 2022, and accordingly, no further testing of goodwill was required in fiscal year 2022.
+Added: The Company completed its qualitative assessment of potential goodwill impairment and determined that
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: it was more likely than not the fair values of the Company's reporting units were greater than their carrying amount in fiscal 2025, and accordingly, no further testing of goodwill was required in fiscal 2025.
+Added: In connection with the Company’s annual goodwill impairment testing performed during fiscal 2024, the Company made a qualitative evaluation about the likelihood of goodwill impairment to determine whether it was necessary to calculate the fair values of its reporting segments under the goodwill impairment test.
+Added: The Company completed our qualitative assessment of potential goodwill impairment and determined that it was more likely than not the fair values of the Company’s reporting segments were greater than their carrying amount in fiscal 2024, and accordingly, no further testing of goodwill was required in fiscal 2024.
+Added: In connection with the Company’s annual goodwill impairment testing performed during fiscal 2023, the Company elected to bypass the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test.
+Added: The Company completed its quantitative assessment of potential goodwill and determined that it was more likely than not the fair values of the Company's reporting units were greater than their carrying amounts.
Other Intangible Assets
32 unchanged sentences
Other acquired intangible assets include contract-based and technology-based intangible assets.
−Removed: As part of its acquisition of TDBBS, the Company acquired approximately $ 17.7 million of marketing related intangible assets and $ 5.3 million of customer related intangible assets.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: As part of its acquisition of TDBBS in fiscal 2024, the Company acquired approximately $ 17.7 million of marketing-related intangible assets and $ 5.3 million of customer-related intangible assets.
See Note 3 – Acquisitions .
2 unchanged sentences
As a result of market changes and declining sales, factors indicating the carrying value of certain amortizable and indefinite-lived intangible assets may not be recoverable were present in fiscal 2025, 2024 and 2023.
−Removed: The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded impairment charges of approximately $ 12.8 million in its Pet segment as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2024 and $ 7.5 million and $ 3.9 million in its Pet and Garden segments, respectively, as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 30, 2023.
−Removed: Factors indicating the carrying value of the Company's amortizable and indefinite-lived intangible assets may not be recoverable were not present in fiscal 2022, and accordingly, no impairment testing was performed on these assets.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from four years to 25 years;
−Removed: over weighted-average remaining lives of nine years for marketing-related intangibles, ten years for customer-related intangibles and seven years for other acquired intangibles.
+Added: The Company performed impairment testing on these assets, found the carrying value was not recoverable, and accordingly, recorded impairment charges of approximately $ 1.0 million in its Pet segment as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 27, 2025, $ 12.8 million in its Pet segment as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 28, 2024, and $ 7.5 million and $ 3.9 million in its Pet and Garden segments, respectively, as part of selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 30, 2023.
+Added: The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from five years to 25 years;
+Added: over weighted-average remaining lives of eight years for marketing-related intangibles, ten years for customer-related intangibles and seven years for other acquired intangibles.
Amortization expense for intangibles subject to amortization was approximately $ 27.0 million, $ 34.1 million and $ 34.5 million, for fiscal 2025, 2024 and 2023, respectively, and is classified within selling, general and administrative expenses in the consolidated statements of operations.
61 unchanged sentences
2027 56.1 0.1
−Removed: 2027 42.6 0.1
Thereafter 56.7 —
22 unchanged sentences
$ 400 million 4.125 % Senior Notes due 2031
−Removed: In April 2021, the Company issued $ 400 million aggregate principal amount of 4.125 % senior notes due April 2031 (the "2031 Not es").
+Added: In April 2021, the Company issued $ 400 million aggregate principal amount of 4.125 % senior notes due April 2031 (the "2031 Notes").
The Company used a portion of the net proceeds from the offering to repay all outstanding borrowings under its Credit Facility, with the remainder used for general corporate purposes.
5 unchanged sentences
The Company may redeem some or all of the 2031 Notes at any time, at its option, prior to April 30, 2026 at the principal amount plus a "make whole" premium.
−Removed: The Company may redeem some or all of the 2031 Notes at its option, at any time on or after April 30, 2026 for 102.063 %, on or after April 30, 2027 for 101.375 %, on or after April 30, 2028 for 100.688 % and on or after April 30, 2029 for 100.0 %, plus accrued and unpaid interest.
−Removed: The holders of the 2031 Notes have the right to require the Company to repurchase all or a portion of the 2031 Notes at a purchase price equal to 101 % of the principal amount of the notes repurchased, plus accrued and unpaid interest, upon the occurrence of specific kinds of changes of control.
+Added: The Company may redeem some or all of the 2031 Notes at the Company's option, at any time on or after April 30, 2026 for 102.063 %, on or after April 30, 2027 for 101.375 %, on or after April 30, 2028 for 100.688 % and on or after April 30, 2029 for 100.0 %, plus accrued and unpaid interest.
+Added: The holders of the 2031 Notes have the right to require the Company to repurchase all or a portion of the 2031 Notes at a purchase price equal to 101 % of the principal amount of the notes repurchased, plus accrued and unpaid interest, upon the occurrence of a change of control.
The 2031 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions.
9 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The Company may redeem some or all of the 2030 Notes at any time, at its option, prior to October 15, 2025 at a price equal to 100 % of the principal amount plus a “make-whole” premium.
−Removed: The Company may redeem some or all of the 2030 Notes, at its option, at any time on or after October 15, 2025 for 102.063 %, on or after October 15, 2026 for 101.375 %, on or after October 15, 2027 for 100.688 % and on or after October 15, 2028 for 100.0 %, plus accrued and unpaid interest.
+Added: The Company may redeem some or all of the 2030 Notes, at its option, in whole or in part, at any time on or after October 15, 2025 for 102.063 %, on or after October 15, 2026 for 101.375 %, on or after October 15, 2027 for 100.688 % and on or after October 15, 2028 for 100.0 %, plus accrued and unpaid interest.
The holders of the 2030 Notes have the right to require the Company to repurchase all or a portion of the 2030 Notes at a purchase price equal to 101.0 % of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.
7 unchanged sentences
The 2028 Notes require semiannual interest payments on February 1 and August 1.
−Removed: The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries who are borrowers under or guarantors of the Company's Credit Facility.
−Removed: The Company may redeem some or all of the 2028 Notes, at its option, at any time during 2024 for 101.708 %, on or after January 1, 2025 for 100.854 %, and on or after January 1, 2026 for 100.0 %, plus accrued and unpaid interest.
+Added: The 2028 Notes are unconditionally guaranteed on a senior basis by the Company's existing and future domestic restricted subsidiaries which are borrowers under or guarantors of the Company's Credit Facility.
+Added: The Company may redeem some or all of the 2028 Notes, at its option, at any time through December 31, 2025, for 100.854 %, and on or after January 1, 2026 for 100.0 %, plus accrued and unpaid interest.
The holders of the 2028 Notes have the right to require the Company to repurchase all or a portion of the 2028 Notes at a purchase price equal to 101.0 % of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.
1 unchanged sentence
The Company was in compliance with all financial covenants as of September 27, 2025.
−Removed: Asset-Based Loan Facility Amendment
+Added: Asset-Based Loan Facility
On December 16, 2021, the Company entered into a Third Amended and Restated Credit Agreement (“Credit Agreement”).
7 unchanged sentences
As of September 27, 2025, there were no borrowings outstanding and no letters of credit outstanding under the Credit Facility.
−Removed: Outside of the Credit Facility, there were other letters of credit of $ 3.0 million outstanding as of September 28, 2024.
−Removed: Borrowings under the Credit Facility will bear interest at an index based on SOFR (which will not be less than 0.00 %) or, at the option of the Company, the Base Rate, plus, in either case, an applicable margin based on the Company's usage under the Credit Facility.
−Removed: Base Rate is defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50 %, (c) one-month SOFR plus 1.00 % and (d) 0.00 %.
+Added: Outside of the Credit Facility, there were other standby and commercial letters of credit of $ 3.0 million outstanding as of September 27, 2025.
+Added: Borrowings under the Credit Facility bear interest at a rate based on SOFR (which will not be less than 0.00 %) or, at the option of the Company, the Base Rate, plus, in either case, an applicable margin based on the Company's usage under the Credit Facility.
+Added: Base Rate is defined as the highest of (a) the Truist Bank prime rate, (b) the Federal Funds Rate plus 0.50 %, (c) one-month SOFR plus 1.00 % and (d) 0.00 %.
The applicable margin for SOFR-based borrowings fluctuates between 1.00 %- 1.50 %, and was 1.00 % as of September 27, 2025, and the applicable margin for Base Rate borrowings fluctuates between 0.00 %- 0.50 %, and was 0.00 % as of September 27, 2025.
−Removed: An unused line fee shall be payable quarterly in respect of the total amount of the unutilized Lenders’ commitments under the Credit Facility.
−Removed: Standby letter of credit fees accruing at the applicable margin on the average undrawn and unreimbursed amount of standby letters of credit are payable quarterly, and a facing fee of 0.125 % is payable quarterly for the stated amount of each letter of credit.
+Added: An unused line fee shall be payable quarterly in respect of the total amount of the unutilized Lenders’ commitments and short-notice borrowings under the Credit Facility.
+Added: Standby letter of credit fees at the applicable margin on the average undrawn and unreimbursed amount of standby letters of credit are payable quarterly, and a facing fee of 0.125 % is payable quarterly for the stated amount of each letter of credit.
The Company is also required to pay certain fees to the administrative agent under the Credit Facility.
−Removed: The Credit Facility was amended on May 15, 2023 to transition from LIBOR to SOFR.
−Removed: As of September 28, 2024, the applicable interest rate related to Base Rate borrowings was 8.0 %, and the applicable interest rate related to one-month SOFR-based borrowings was 5.8 %.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: As of September 27, 2025, the interest rate applicable to Base Rate borrowings was 7.3 %, and the interest rate applicable to one-month SOFR-based borrowings was 5.2 %.
The Company incurred approximately $ 2.4 million of debt issuance costs in conjunction with this transaction, which included lender fees and legal expenses.
The debt issuance costs are being amortized over the term of the Credit Facility.
−Removed: The Credit Facility continues to contain customary covenants, including financial covenants which require the Company to maintain a minimum fixed charge coverage ratio of 1 :1 upon triggered quarterly testing (e.g.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The Credit Facility contains customary covenants, including financial covenants which require the Company to maintain a minimum fixed charge coverage ratio of 1 :1 upon triggered quarterly testing (e.g.
when availability falls below certain thresholds established in the agreement), reporting requirements and events of default.
6 unchanged sentences
(1) Debt repayments do not reflect the unamortized portion of deferred financing costs associated with the 2028 Notes, 2030 Notes and 2031 Notes of approximately $ 8.5 million as of September 27, 2025, of which, $ 1.1 million is amortizable until February 2028, $ 4.0 million is amortizable until October 2030 and $ 3.4 million is amortizable until April 2031, and are included in the carrying value.
+Added: Subsequent to fiscal 2025, the Company amended the Credit Facility as disclosed in Note 19 - Subsequent Even ts .
Commitments and Contingencies
13 unchanged sentences
The court ruled on post-trial motions in early June 2020, reducing the judgment amount to $ 12.4 million and denying the plaintiff's request for attorneys' fees.
−Removed: The Company filed its notice of appeal and the plaintiffs cross-appealed.
+Added: The Company filed its notice of appeal, and the plaintiff cross-appealed.
On July 14, 2021, the Federal Circuit Court of Appeals issued its decision on the appeal.
1 unchanged sentence
The court affirmed the jury's liability verdict on the misappropriation of confidential information claim but ordered a new trial on damages on that single claim limited to the "head start" benefit, if any, generated by the confidential information.
−Removed: The retrial on the "head start" damages issue concluded in early March 2024, but no decision has been issued by the court.
−Removed: The Company intends to vigorously pursue its defenses in any future proceedings and believes that it will prevail on the merits as to the head start damages issue.
+Added: The retrial on the "head start" damages issue concluded in early March 2024.
+Added: On September 30, 2025, the court issued its decision awarding the plaintiff $ 5.0 million, and judgment was entered on October 17, 2025 in the amount of $ 7.2 million, including prejudgment interest.
+Added: The Company intends to appeal the judgment and believes that it will prevail in the appeal and in any further proceedings as to the head start damages issue.
While the Company believes that the ultimate resolution of this matter will not have a material impact on the Company's consolidated financial
53 unchanged sentences
Total $ 79,779 $ 182,067 $ 83,658 $ 188,775
−Removed: The Company also has state tax net operating losses of $ 93.4 million, which expire at various times between 2024 and 2043, and foreign losses of $ 11.8 million, which do not expire.
−Removed: The Company has state income tax credits of $ 3.5 million, which expire at various times beginning in 2025 through 2043.
−Removed: In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including past operating results, future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against any deferred tax assets.
−Removed: The Company has determined there will be insufficient future separate state and foreign taxable income for the separate parent company and foreign subsidiaries to realize the deferred tax assets.
+Added: The Company has state net operating loss carryforwards of $ 82.2 million, which expire at various times between 2025 and 2043, and foreign net operating loss carryforwards of $ 26 million, which do not expire.
+Added: The Company also has state income tax credits of $ 3 million, which expire at various times beginning in 2026 through 2044.
+Added: In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including past operating results, future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against any deferred tax assets for the parent company and foreign subsidiaries.
+Added: The Company has determined that insufficient future separate-company state and foreign taxable income is expected to be available to realize the deferred tax assets.
Therefore, valuation allowances of $ 13.3 million and $ 9.9 million (net of federal impact) at September 27, 2025 and September 28, 2024, respectively, have been provided to reduce state deferred tax assets to amounts considered recoverable.
The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year.
−Removed: The Company recognizes interest and/or penalties related to income tax matters as a component of pretax income.
+Added: The interest and/or penalties related to income tax matters are recognized as a component of pretax income.
As of September 27, 2025 and September 28, 2024, accrued interest was less than $ 0.1 million and no penalties were accrued related to uncertain tax positions.
35 unchanged sentences
Stock Option Awards
−Removed: During fiscal 2024, the Company did not grant any stock options.
+Added: During fiscal 2025 and 2024, the Company did not grant any stock options.
During fiscal 2023, the Company granted time-based stock options with an exercise price 15 % above the market price on the date of the grant.
6 unchanged sentences
For purposes of this valuation model, no dividends have been assumed.
−Removed: In fiscal years 2023 and 2022, the Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions:
−Removed: expected life from the date of grant, 8 years in fiscal 2023 and 3.7 years in 2022;
−Removed: stock price volatility, 30.6 % in fiscal 2023 and 31.1 % in fiscal 2022;
−Removed: risk free interest rates, 3.6 % in fiscal 2023 and 1.7 % in fiscal 2022;
+Added: In fiscal year 2023, the Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions in fiscal 2023:
+Added: expected life from the date of grant, 8 years;
+Added: stock price volatility, 30.6 %;
+Added: risk free interest rates, 3.6 %;
and no dividends during the expected term.
10 unchanged sentences
Canceled or expired ( 37 ) $ 36.03
−Removed: Outstanding at September 28, 2024 828 $ 28.83 2 years $ 3,520
−Removed: Exercisable at September 24, 2022 1,489 $ 25.50 3 years $ 5,826
+Added: Outstanding at September 27, 2025 561 $ 30.74 1 year $ 1,104
Exercisable at September 30, 2023 1,613 $ 24.99 2 years $ 11,361
Exercisable at September 28, 2024 758 $ 28.25 2 years $ 3,518
−Removed: Expected to vest after September 28, 2024 70 $ 35.16 1 year $ 2
+Added: Exercisable at September 27, 2025 556 $ 30.72 1 year $ 1,104
+Added: Expected to vest after September 27, 2025 4 $ 33.85 0.5 years $ —
The prices of options to purchase shares of Class A common stock outstanding at September 27, 2025, September 28, 2024 and September 30, 2023 were $ 20.63 to $ 41.10 per share, $ 20.63 to $ 41.10 per share and $ 20.63 to $ 41.10 per share, respectively.
−Removed: There were no options granted in fiscal year ended September 28, 2024.
−Removed: The weighted average grant date fair value of options granted during the fiscal years ended September 30, 2023 and September 24, 2022 was $ 12.29 and $ 8.77 , respectively.
+Added: There were no options granted in fiscal years ended September 27, 2025 and September 28, 2024.
+Added: The weighted average grant date fair value of options granted during the fiscal year ended September 30, 2023 was $ 12.29 .
The total intrinsic value of options exercised during the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023 was $ 2.3 million, $ 12 million, and $ 3.9 million, respectively.
−Removed: As of September 28, 2024, there was $ 0.3 million of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a remaining weighted-average vesting period of one year .
Restricted Stock Awards
As of September 27, 2025 and September 28, 2024, there were approximately 1.1 million and 1.4 million shares, respectively, of restricted stock awards outstanding.
−Removed: Awards granted in fiscal 2024 and 2023 generally vest within four or five years from the date of grant.
−Removed: CENTRAL GARDEN & PET COMPANY
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Awards granted in fiscal 2025 and 2024 generally vest within three to five years from the date of grant.
Restricted stock award activity during the period ended September 27, 2025 is summarized as follows:
8 unchanged sentences
As of September 27, 2025, there was $ 19.9 million of unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of three years .
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In fiscal years 2025, 2024 and 2023, the Company granted a combination of performance stock units (PSU’s) and restricted stock awards under its long-term incentive program, which replaced the option or restricted stock awards historically granted annually under the Company’s long-term incentive plan.
−Removed: The impact of granting PSU’s during fiscal year 2024 was not material to the Company’s Consolidated Financial Statements.
+Added: The impact of granting PSU’s was not material to the Company’s Consolidated Financial Statements.
PSU’s provide the right to receive shares of the Company’s common stock based on the Company’s achievement of certain performance criteria at the end of a four-year measurement period (fiscal 2025-fiscal 2028) and continued employment through the vesting period.
8 unchanged sentences
There are 1,000,000 shares of preferred stock ($ 0.01 par value) authorized, of which none were outstanding at September 27, 2025 and September 28, 2024.
−Removed: In August 2019, the Company's Board of Directors authorized a new share repurchase program to purchase up to $ 100 million of its common stock (the "2019 Repurchase Authorization").
+Added: In August 2019, the Company’s Board of Directors authorized a $ 100 million share repurchase program, in part, to minimize the dilutive impact of the Company’s stock-based equity compensation programs over time, which authorization was fully utilized in the third quarter of fiscal 2025.
+Added: During fiscal 2025, we repurchased approximately 3.2 million shares of our non-voting common stock (CENTA) and approximately 1.4 million shares of our voting common stock (CENT) on the open market at an aggregate cost of $ 148.4 million.
+Added: In December 2024, the Company's Board of Directors authorized a $ 100 million increase in the share repurchase program (the "2024 Repurchase Authorization").
The 2024 Repurchase Authorization has no fixed expiration date and expires when the amount authorized has been used or the Board withdraws its authorization.
As of September 27, 2025, the Company had $ 46.5 million remaining under its 2024 Repurchase Authorization.
−Removed: During fiscal 2024, the Company repurchased approximately 0.3 million shares of its non-voting common stock (CENTA) on the open market at an aggregate cost of approximately $ 10.7 million and approximately 3 thousand shares of its voting common stock (CENT) on the open market at an aggregate cost of approximately $ 109 thousand.
In February 2019, the Board of Directors authorized the Company to make supplemental purchases to minimize dilution resulting from issuances under its equity compensation plans (the "Equity Dilution Authorization").
1 unchanged sentence
The Equity Dilution Authorization has no fixed expiration date and expires when the Board withdraws its authorization.
−Removed: As of September 28, 2024, the Company had authorization remaining to repurchase up to 38 thousand shares under its Equity Dilution Authorization.
CENTRAL GARDEN & PET COMPANY
23 unchanged sentences
Operating segments are managed separately because each segment represents a strategic business that offers different products or services.
−Removed: The Company’s chief operating decision maker evaluates performance based on operating income or loss.
−Removed: The Company’s Corporate division is included in the following presentation since certain expenses of this division are not allocated separately to the two operating segments.
−Removed: Segment assets exclude cash equivalents, short-term investments, goodwill, and deferred taxes.
+Added: The Company’s chief operating decision maker uses operating income or loss to evaluate segment performance and allocate resources, including consideration of plan-to-actual variances and prior year-to-actual variances on a quarterly basis.
+Added: The Company’s Corporate expenses are included in the following presentation since certain expenses are not allocated separately to the two operating segments.
+Added: Segment assets exclude short-term investments, goodwill, and deferred taxes.
Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the chief operating decision maker reviews the results of operations to make decisions regarding performance assessment and resource allocation.
3 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The Pet segment consists of Nylabone Products, IMS Trading, Four Paws Products, Central Specialty Pet (Avian and Small Animal, C&S Products and Aquatics), Segrest, K&H Pet Products, Arden, DMC, Life Sciences, Interpet, General Pet and Pet Distribution.
+Added: The Pet segment consists of Nylabone Products, IMS Trading, Four Paws Products, TDBBS, Central Specialty Pet (Avian and Small Animal, C&S Products and Aquatics), Segrest, K&H Pet Products, Arden, DMC, Life Sciences, Interpet, General Pet and Pet Distribution.
These businesses are engaged in the manufacture, purchase, sale and delivery of internally and externally produced pet supplies, animal health and insect controls, aquariums, books, dog treats and food, as well as live fish and small animals principally to independent pet distributors, big-box retailers, regional retailer chains, eCommerce retailers, grocery stores and mass merchants.
6 unchanged sentences
These products are sold directly to national and regional retail chains, independent garden distributors, online retailers, grocery stores, nurseries and garden supply retailers.
−Removed: The Corporate division includes expenses associated with corporate functions and projects, certain employee benefits, interest income, interest expense and inter-segment eliminations.
+Added: Reportable segments have been identified based on financial data utilized to manage our businesses by management.
+Added: This is derived primarily from differences in products and services and secondarily by differences in the customer base between the two segments.
+Added: The Corporate expenses include costs associated with corporate functions such as:
+Added: Information Technology, Legal, Mergers & Acquisitions and certain employee benefits.
The following table indicates each class of similar products which represented approximately 10% or more of the Company’s consolidated net sales in the fiscal years presented (in millions).
8 unchanged sentences
See Note 4 – Concentration of Credit Risk and Significant Customers and Suppliers for the Company’s largest customers by segment.
+Added: Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the following tables:
+Added: Fiscal Year Ended September 27, 2025
+Added: Pet Garden Total
+Added: (in thousands)
+Added: Net sales $ 1,801,930 $ 1,327,134 $ 3,129,064
+Added: Cost of goods sold 1,164,117 967,611
+Added: Selling, general and administrative expenses 422,125 217,121
+Added: Segment operating income $ 215,688 $ 142,402 $ 358,090
+Added: Unallocated corporate expenses ( 108,048 )
+Added: Interest expense ( 57,697 )
+Added: Interest income 24,885
+Added: Other expense ( 480 )
+Added: Income before income taxes and noncontrolling interest $ 216,750
CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below:
−Removed: Fiscal Year Ended
−Removed: September 28, 2024 September 30, 2023 September 24, 2022
+Added: Fiscal Year Ended September 28, 2024
+Added: Pet Garden Total
(in thousands)
−Removed: Pet segment $ 1,832,744 $ 1,877,177 $ 1,878,110
−Removed: Garden segment 1,367,716 1,432,906 1,460,478
−Removed: Total $ 3,200,460 $ 3,310,083 $ 3,338,588
−Removed: Operating income (loss):
−Removed: Pet segment $ 203,425 $ 198,004 $ 208,924
−Removed: Garden segment 81,893 123,455 153,956
−Removed: Corporate ( 99,931 ) ( 110,813 ) ( 102,844 )
−Removed: Total 185,387 210,646 260,036
+Added: Net sales $ 1,832,744 $ 1,367,716 $ 3,200,460
+Added: Cost of goods sold 1,203,255 1,053,470
+Added: Selling, general and administrative expenses 426,064 232,353
+Added: Segment operating income $ 203,425 $ 81,893 $ 285,318
+Added: Unallocated corporate expenses ( 99,931 )
Interest expense ( 57,527 )
Interest income 19,655
−Removed: Other income (expense), net ( 5,090 ) 1,462 ( 3,596 )
+Added: Other expense ( 5,090 )
Income before income taxes and noncontrolling interest $ 142,425
−Removed: Income tax expense 33,112 36,348 46,234
−Removed: Net income including noncontrolling interest 109,313 126,097 152,672
−Removed: Net income attributable to noncontrolling interest 1,330 454 520
−Removed: Net income attributable to Central Garden & Pet Company $ 107,983 $ 125,643 $ 152,152
+Added: Fiscal Year Ended September 30, 2023
+Added: Pet Garden Total
+Added: (in thousands)
+Added: Net sales $ 1,877,177 $ 1,432,906 $ 3,310,083
+Added: Cost of goods sold 1,280,333 1,082,908
+Added: Selling, general and administrative expenses 398,839 226,543
+Added: Segment operating income $ 198,005 $ 123,455 $ 321,460
+Added: Unallocated corporate expenses ( 110,814 )
+Added: Interest expense ( 57,025 )
+Added: Interest income 7,362
+Added: Other income 1,462
+Added: Income before income taxes and noncontrolling interest $ 162,445
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Fiscal Year Ended
+Added: September 27, 2025 September 28, 2024 September 30, 2023
+Added: (in thousands)
Pet segment $ 941,122 $ 955,000 $ 944,359
Garden segment 1,232,088 1,272,033 1,349,426
−Removed: Corporate and eliminations 1,326,406 1,084,863 807,033
+Added: Total reportable segments 2,173,210 2,227,033 2,293,785
+Added: Corporate and unallocated 1,452,433 1,326,406 1,084,863
Total $ 3,625,643 $ 3,553,439 $ 3,378,648
2 unchanged sentences
Garden segment 42,301 44,403 43,375
−Removed: Corporate 2,762 3,199 5,405
+Added: Total reportable segments 82,217 88,045 84,501
+Added: Corporate and unallocated 2,677 2,762 3,199
Total $ 84,894 $ 90,807 $ 87,700
2 unchanged sentences
Garden segment 14,655 17,307 19,109
−Removed: Corporate 1,600 1,342 3,162
+Added: Total reportable segments 40,844 45,064 52,624
+Added: Corporate and unallocated 762 1,600 1,342
Total $ 41,606 $ 46,664 $ 53,966
−Removed: Noncontrolling interest is associated with the Garden segment.
+Added: CENTRAL GARDEN & PET COMPANY
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Subsequent Events
+Added: Asset-Based Loan Facility Amendment
+Added: On November 7, 2025, the Company entered into a Fourth Amended and Restated Credit Agreement.
+Added: The Amended Credit Agreement amends and restates the previous credit agreement dated December 16, 2021 and provides for a $ 600 million principal amount senior secured asset based revolving credit facility, with up to an additional $ 400 million principal amount available if the Company exercises the uncommitted accordion feature set forth therein subject to additional commitments by Lenders (collectively, the "New Credit Facility").
+Added: The Credit Facility matures on November 7, 2030.
+Added: The Company may borrow, repay and reborrow amounts under the Credit Facility until its maturity date, at which time all amounts outstanding under the Credit Facility must be repaid in full.
+Added: The Credit Facility is subject to a borrowing base calculated using a formula based upon eligible receivables and inventory, and at the Company’s election, eligible real property, minus certain reserves.
+Added: The Company did not draw down any commitments under the Credit Facility upon closing.
+Added: Proceeds of the Credit Facility will be used for general corporate purposes.
+Added: The Credit Facility includes a $ 50 million sublimit for the issuance of letters of credit and a $ 75 million sublimit for short-notice borrowings.
+Added: Borrowings under the Credit Facility will bear interest at an index based on SOFR (which will not be less than 0.00 %) or, at the option of the Company, the Base Rate (defined as the highest of (a) the Truist prime rate, (b) the Federal Funds Rate plus 0.50 %, (c) one-month SOFR plus 1.00 %, and (d) 0.00 %), plus, in either case, an applicable margin based on the Company’s average availability level under the Credit Facility.
+Added: The applicable margin for SOFR-based borrowings fluctuates between 1.00 %- 1.50 % and was 1.00 % at the time of closing, and the applicable margin for Base Rate borrowings fluctuates between 0.00 %- 0.50 %, and was 0.00 % at the time of closing.
+Added: An unused line fee shall be payable quarterly in respect of the total amount of the unutilized Lenders’ commitments under the Credit Facility, and a letter of credit fee shall be payable quarterly in respect of the average undrawn and unreimbursed amount of letters of credit plus a facing fee to the issuing bank.
+Added: The Company is also required to pay certain fees to the administrative agent under the Credit Facility.
+Added: The Credit Facility contains customary covenants, including a financial covenant which requires the Company to maintain a minimum fixed charge coverage ratio of 1.00 :1.00 at the end of each fiscal quarter in which the covenant has been triggered, reporting requirements and events of default.
+Added: The Credit Facility is secured by substantially all assets of the Company and its subsidiaries guaranteeing the Credit Facility, including (i) pledges of 100 % of the stock or other equity interest of each domestic subsidiary that is directly owned by such entity and (ii) 65 % of the stock or other equity interest of each foreign subsidiary that is directly owned by such entity, in each case subject to customary exceptions.
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.