What changed in this filing

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Item 1. Financial Statements

2025-12-09 compared with 2025-06-02 · 245 added, 459 removed, 579 unchanged (55% of the section changed)

3 unchanged sentences

(millions, except per share amounts)

Three Months Ended Nine Months Ended

April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Three Months Ended

November 2, 2025 October 27, 2024

Net sales $ 2,677 $ 2,772

25 unchanged sentences

Three Months Ended

April 27, 2025 April 28, 2024

Pre-tax amount Tax benefit (expense) After-tax amount Pre-tax amount Tax benefit (expense) After-tax amount

Net earnings (loss) $ 66 $ 133

Other comprehensive income (loss):

Foreign currency translation:

Foreign currency translation adjustments $ 6 $ — 6 $ ( 3 ) $ — ( 3 )

Cash-flow hedges:

Unrealized gains (losses) arising during the period ( 5 ) — ( 5 ) 13 ( 2 ) 11

Reclassification adjustment for losses (gains) included in net earnings — — — — — —

Pension and other postretirement benefits:

Prior service credit arising during the period — — — — — —

Reclassification of prior service credit included in net earnings ( 1 ) 1 — — — —

Other comprehensive income (loss) $ — $ 1 1 $ 10 $ ( 2 ) 8

Total comprehensive income (loss) $ 67 $ 141

Total comprehensive income (loss) attributable to noncontrolling interests — —

Total comprehensive income (loss) attributable to The Campbell's Company $ 67 $ 141

Nine Months Ended

April 27, 2025 April 28, 2024

November 2, 2025 October 27, 2024

Pre-tax amount Tax benefit (expense) After-tax amount Pre-tax amount Tax benefit (expense) After-tax amount

17 unchanged sentences

(millions, except per share amounts)

April 27, 2025 July 28, 2024

November 2, 2025 August 3, 2025

Current assets

20 unchanged sentences

Total liabilities 11,220 10,992

Commitments and contingencies

Commitments and contingencies (Note 15)

The Campbell's Company shareholders' equity

15 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

April 27, 2025 April 28, 2024

Three Months Ended

November 2, 2025 October 27, 2024

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net earnings to operating cash flow

Impairment charges 176 —

Restructuring charges 3 6

Stock-based compensation 13 19

Amortization of inventory fair value adjustment from acquisition — 17

Pension and postretirement benefit expense 2 5

Pension and postretirement benefit expense (income) ( 1 ) 2

Depreciation and amortization 99 109

Deferred income taxes 27 ( 3 )

Loss on sales of businesses 25 —

Changes in working capital, net of acquisition and divestitures

Loss on sale of business — 25

Changes in working capital, net of divestitures

Accounts receivable ( 191 ) ( 211 )

6 unchanged sentences

Purchases of plant assets ( 127 ) ( 110 )

Purchases of route businesses ( 130 ) ( 28 )

Sales of route businesses 96 33

Business acquired, net of cash acquired — ( 2,617 )

Sales of businesses, net of cash divested 258 —

Purchases of routes ( 56 ) ( 31 )

Sales of routes 41 29

Sales of businesses 5 70

Other — ( 5 )

1 unchanged sentence

Cash flows from financing activities:

Short-term borrowings, including commercial paper and delayed draw term loan 1,189 4,616

Short-term repayments, including commercial paper and delayed draw term loan ( 1,093 ) ( 4,556 )

Short-term borrowings, including commercial paper 788 668

Short-term repayments, including commercial paper ( 684 ) ( 883 )

Long-term borrowings — 1,144

20 unchanged sentences

Shares Amount Shares Amount

Balance at January 28, 2024

323 $ 12 ( 25 ) $ ( 1,212 ) $ 407 $ 4,665 $ ( 23 ) $ 2 $ 3,851

Net earnings (loss) 133 — 133

Other comprehensive income (loss) 8 — 8

Dividends ($ .37 per share)

( 113 ) ( 113 )

Replacement share-based awards issued in connection with Sovos Brands, Inc.

acquisition (1)

Treasury stock purchased — ( 17 ) ( 17 )

Treasury stock issued under stock-based compensation plans — 39 ( 28 ) — 11

Balance at April 28, 2024

323 $ 12 ( 25 ) $ ( 1,190 ) $ 421 $ 4,685 $ ( 15 ) $ 2 $ 3,915

Balance at July 28, 2024

4 unchanged sentences

( 111 ) ( 111 )

Replacement share-based awards issued in connection with Sovos Brands, Inc.

acquisition (1)

Treasury stock purchased ( 1 ) ( 54 ) ( 54 )

Treasury stock issued under stock-based compensation plans 1 51 ( 44 ) ( 16 ) ( 9 )

Balance at April 28, 2024 323 $ 12 ( 25 ) $ ( 1,190 ) $ 421 $ 4,685 $ ( 15 ) $ 2 $ 3,915

Balance at January 26, 2025

323 $ 12 ( 25 ) $ ( 1,208 ) $ 406 $ 4,716 $ ( 16 ) $ 2 $ 3,912

Net earnings (loss) 66 — 66

Other comprehensive income (loss) 1 — 1

Dividends ($ .39 per share)

( 117 ) ( 117 )

Treasury stock purchased — ( 4 ) ( 4 )

Treasury stock issued under stock-based compensation plans — 5 9 — 14

Balance at April 27, 2025

323 $ 12 ( 25 ) $ ( 1,207 ) $ 415 $ 4,665 $ ( 15 ) $ 2 $ 3,872

Balance at July 28, 2024

Balance at October 27, 2024 323 $ 12 ( 25 ) $ ( 1,210 ) $ 393 $ 4,660 $ ( 13 ) $ 2 $ 3,844

Balance at August 3, 2025

323 $ 12 ( 25 ) $ ( 1,207 ) $ 418 $ 4,694 $ ( 15 ) $ 2 $ 3,904

5 unchanged sentences

Treasury stock issued under stock-based compensation plans 1 42 ( 39 ) ( 1 ) 2

Balance at April 27, 2025

Balance at November 2, 2025

323 $ 12 ( 25 ) $ ( 1,189 ) $ 379 $ 4,769 $ ( 14 ) $ 2 $ 3,959

(1) See Note 3 for additional information.

See accompanying Notes to Consolidated Financial Statements.

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The financial statements reflect all adjustments which are, in our opinion, necessary for a fair statement of the results of operations, financial position and cash flows for the indicated periods.

The accounting policies we used in preparing these financial statements are substantially consistent with those we applied in our Annual Report on Form 10-K for the year ended July 28, 2024.

The accounting policies we used in preparing these financial statements are substantially consistent with those we applied in our Annual Report on Form 10-K for the year ended August 3, 2025.

Certain reclassifications to our previously reported financial information were made to conform to the current-period presentation.

The results for the period are not necessarily indicative of the results to be expected for other interim periods or the full year.

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Recent Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (FASB) issued guidance that enhances the transparency of supplier finance programs by requiring disclosure of the key terms of these programs and a related rollforward of these obligations to understand the effect on working capital, liquidity and cash flows.

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods in those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023.

We adopted the guidance in the fourth quarter of 2023, with the exception of the annual rollforward requirement, which we will adopt in our 2025 annual reporting.

The adoption did not have a material impact on our consolidated financial statements.

See Note 18 for additional information.

In November 2023, the FASB issued guidance to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements.

The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

We will adopt the new guidance beginning with our 2025 annual reporting.

In December 2023, the FASB issued guidance to improve income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

In December 2023, the Financial Accounting Standards Board (FASB) issued guidance to improve income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The guidance is effective for annual periods beginning after December 15, 2024.

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We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

On August 7, 2023 , we entered into a merger agreement to acquire Sovos Brands, Inc.

(Sovos Brands) for $ 23.00 per share.

On March 12, 2024 , we completed the acquisition.

Sovos Brands' portfolio included a variety of pasta sauces, dry pasta, soups, frozen entrées, frozen pizza and yogurts sold in North America under the brand names Rao’s, Michael Angelo’s and noosa .

See Note 4 for additional information on the noosa yoghurt business, which was sold on February 24, 2025.

Total purchase consideration was $ 2.899 billion, which was determined as follows:

Cash consideration paid to Sovos Brands shareholders (1)

Cash paid for share-based awards (2)

Cash consideration paid directly to shareholders $ 2,339

Cash paid for transaction costs of Sovos Brands 32

Repayment of Sovos Brands existing indebtedness and accrued interest 486

Total cash consideration $ 2,857

Fair value of replacement share-based awards (3)

Total consideration $ 2,899

___________________________________________

(1) Consideration paid to Sovos Brands shareholders which reflects $ 23.00 per share.

(2) Represents cash paid to equity award holders of Sovos Brands restricted stock and restricted stock unit awards attributable to pre-combination service.

This excludes $ 3 million of cash paid that was recognized as expense.

(3) We issued replacement equity awards in settlement of certain Sovos Brands equity awards that did not become vested in connection with the acquisition.

The portion of fair value of the replacement awards attributable to pre-combination service was $ 42 million and is included in the purchase consideration.

We recognized $ 26 million of expense related to accelerated vesting of certain replacement awards in the third quarter of 2024.

The cash portion of the acquisition was funded through a Delayed Draw Term Loan Credit Agreement (the 2024 DDTL Credit Agreement) of $ 2 billion and cash on hand.

The table below presents the fair value that was allocated to acquired assets and assumed liabilities:

(Millions) Estimated Fair Value

Accounts receivable 96

Inventories 130

Other current assets 5

Plant assets 100

Other intangible assets 1,776

Other assets 16

Total assets acquired $ 2,363

Accounts payable $ 96

Accrued liabilities 56

Accrued income taxes 1

Long-term debt 9

Deferred taxes 407

Other liabilities 11

Total liabilities assumed $ 580

Net assets acquired $ 1,783

Goodwill 1,116

Total consideration $ 2,899

The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $ 1.116 billion of goodwill.

The goodwill is not deductible for tax purposes.

The goodwill was primarily attributable to future growth

opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition.

The goodwill is included in the Meals & Beverages segment.

The identifiable intangible assets of Sovos Brands consisted of:

(Millions) Type Life in Years Value

Trademarks Non-amortizable Indefinite $ 1,470

Trademarks (1)

Amortizable 20 76

Customer relationships (2)

Amortizable 20 to 30 230

Total identifiable intangible assets $ 1,776

_____________________________________

(1) Includes $ 74 million related to the noosa yoghurt business.

(2) Includes $ 18 million related to the noosa yoghurt business.

We incurred transaction costs and integration costs, including costs to achieve synergies, of $ 95 million and $ 114 million associated with the Sovos Brands acquisition in the three- and nine-month periods ended April 28, 2024.

Approximately $ 16 million in the three-month period and $ 35 million in the nine-month period represented transaction costs, including outside advisory costs, recorded in Other expenses / (income).

In the three-month period ended April 28, 2024, we recognized $ 2 million in Interest expense related to financing fees associated with the 2024 DDTL Credit Agreement.

Integration costs included expenses associated with accelerated vesting of replacement awards, severance and retention bonuses, amortization of the acquisition date fair value adjustment to inventories and other costs.

Integration costs recognized in the three-month period ended April 28, 2024 included the following:

• $ 18 million in Cost of products sold, $ 17 million of which related to the amortization of the acquisition date fair value adjustment to inventories;

• $ 2 million of Marketing and selling expenses;

• $ 39 million of Administrative expenses;

• $ 2 million of Research and development expenses;

• $ 16 million of Restructuring charges to achieve synergies.

See Note 8 for additional information.

For the period March 12, 2024 through April 28, 2024, the Sovos Brands acquisition contributed $ 166 million to Net sales and a loss of $ 75 million to Net earnings, including the effect of transaction and integration costs and interest expense on the debt to finance the acquisition.

The following unaudited summary information is presented on a consolidated pro forma basis as if the Sovos Brands acquisition had occurred on August 1, 2022:

April 28, 2024

(Millions) Three Months Ended Nine Months Ended

Net sales $ 2,510 $ 8,061

Net earnings attributable to The Campbell's Company $ 184 $ 595

The pro forma results are not necessarily indicative of the combined results had the Sovos Brands acquisition been completed on August 1, 2022, nor are they indicative of future combined results.

The pro forma amounts include adjustments to interest expense for financing the acquisition, to amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets, and related tax effects.

The pro forma results include adjustments to reflect amortization of the acquisition date fair value adjustment to inventories, expenses related to accelerated vesting of replacement awards and severance and retention bonuses as of August 1, 2022.

On August 26, 2024, we sold our Pop Secret popcorn business for $ 70 million.

In September 2025, the FASB issued guidance to clarify and modernize the accounting for costs related to internal-use software.

The guidance eliminates references to various stages of a software development project and clarifies the threshold to apply to begin capitalizing costs.

The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

The guidance should be applied on a prospective basis with the option to apply the standard retrospectively or using a modified transition approach.

Early adoption is permitted.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

In November 2025, the FASB issued guidance to clarify and improve hedge accounting guidance.

The guidance, which is intended to more closely align hedge accounting with the economics of an entity’s risk management activities, is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years.

Early adoption is permitted.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

In December 2025, the FASB issued authoritative guidance on the accounting for government grants received by business entities.

The guidance defines government grants and establishes recognition, presentation and disclosure requirements.

The guidance is effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years.

The guidance may be applied on a modified transition approach or retrospectively.

Early adoption is permitted.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

On August 26, 2024, we completed the sale of our Pop Secret popcorn business for $ 70 million.

We recognized a pre-tax loss on the sale of $ 25 million, or $ 19 million after tax.

In connection with the sale, we are providing certain transition services to support the business.

The business had net sales of $ 9 million for the nine-month period ended April 27, 2025, and $ 30 million and $ 91 million for the three- and nine-month periods ended April 28, 2024, respectively.

Earnings were not material in the periods.

In connection with the sale, we provided certain transition services to support the business.

The business had net sales of $ 9 million through August 26, 2024.

Earnings were not material.

The results of the business were reflected within the Snacks reportable segment.

We entered into an agreement to sell our noosa yoghurt business in November 2024.

The noosa yoghurt business was purchased as part of the Sovos Brands acquisition.

The noosa yoghurt business was purchased as part of the Sovos Brands, Inc.

(Sovos Brands) acquisition.

In the second quarter of 2025, we recorded $ 15 million of tax expense related to the sale of the business.

We completed the sale on February 24, 2025, for $ 188 million, subject to certain customary purchase price adjustments.

The after-tax loss recorded on the sale was $ 15 million, which is subject to the finalization of the purchase price adjustments.

In connection with the sale, we are providing certain transition services to support the business.

Net sales of the business were $ 16 million and $ 99 million for the three- and nine-month periods ended April 27, 2025, respectively.

Net sales of the business were $ 21 million and $ 68 million from March 12, 2024 through April 28, 2024 and July 28, 2024, respectively.

We completed the sale on February 24, 2025, for $ 188 million, subject to certain customary purchase price adjustments, which resulted in $ 5 million of additional proceeds in the first quarter of 2026.

The after-tax loss recorded on the sale in 2025 was $ 15 million.

In connection with the sale, we provided certain transition services to support the business.

Net sales of the business were $ 44 million for the three-month period ended October 27, 2024 and $ 99 million through February 24, 2025.

Earnings were not material in the periods.

11 unchanged sentences

Net current-period other comprehensive income (loss) ( 2 ) 1 5 4

Balance at April 28, 2024

Balance at October 27, 2024

$ ( 12 ) $ ( 8 ) $ 7 $ ( 13 )

Balance at July 28, 2024

Balance at August 3, 2025

$ ( 11 ) $ ( 11 ) $ 7 $ ( 15 )

2 unchanged sentences

Net current-period other comprehensive income (loss) ( 2 ) 3 — 1

Balance at April 27, 2025

Balance at November 2, 2025

$ ( 13 ) $ ( 8 ) $ 7 $ ( 14 )

_____________________________________

(1) Included no tax as of April 27, 2025, July 28, 2024, April 28, 2024 and July 30, 2023.

(2) Included a tax benefit of $ 2 million as of April 27, 2025 and July 28, 2024, $ 3 million as of April 28, 2024 and $ 1 million as of July 30, 2023.

(3) Included tax expense of $ 2 million as of April 27, 2025, and $ 1 million as of July 28, 2024, April 28, 2024 and July 30, 2023.

(1) Included no tax as of November 2, 2025, August 3, 2025, October 27, 2024 and July 28, 2024.

(2) Included a tax benefit of $ 2 million as of November 2, 2025, $ 3 million as of August 3, 2025, and $ 2 million as of October 27, 2024 and July 28, 2024.

(3) Included tax expense of $ 2 million as of November 2, 2025 and August 3, 2025, $ 3 million as of October 27, 2024 and $ 1 million as of July 28, 2024.

Amounts related to noncontrolling interests were not material.

The amounts reclassified from Accumulated other comprehensive income (loss) consisted of the following:

Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024 Location of Loss (Gain) Recognized in Earnings

Three Months Ended

(Millions) November 2, 2025 October 27, 2024 Location of Loss (Gain) Recognized in Earnings

Losses (gains) on cash-flow hedges:

4 unchanged sentences

Loss (gain), net of tax $ 1 $ 1

Pension and postretirement benefit adjustments:

Prior service credit $ ( 1 ) $ — $ ( 1 ) $ — Other expenses / (income)

Tax expense (benefit) 1 — 1 —

Loss (gain), net of tax $ — $ — $ — $ —

Goodwill and Intangible Assets

1 unchanged sentence

(Millions) Meals & Beverages Snacks Total

Net balance at July 28, 2024

$ 2,102 $ 2,975 $ 5,077

Divestitures (1)

( 65 ) ( 21 ) ( 86 )

Net balance at April 27, 2025

Net balance at August 3, 2025

$ 2,037 $ 2,954 $ 4,991

Foreign currency translation adjustment ( 1 ) — ( 1 )

Net balance at November 2, 2025

$ 2,036 $ 2,954 $ 4,990

(1) See Note 4 for additional information on divestitures.

Intangible Assets

The following table summarizes balance sheet information for intangible assets, excluding goodwill:

April 27, 2025 July 28, 2024

(Millions) Cost Accumulated Amortization Divestiture (1)

Net Cost Accumulated Amortization Net

November 2, 2025 August 3, 2025

(Millions) Cost Accumulated Amortization Net Cost Accumulated Amortization Net

Amortizable intangible assets

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____________________________________

(1) See Note 4 for additional information on the divestiture of our noosa yoghurt business.

(2) The carrying amount as of July 28, 2024 included the $ 28 million Pop Secret trademark, which was divested with the sale of the business in 2025.

See Note 4 for additional information.

(1) Includes the Late July and Allied brands trademarks.

Amortization expense was $ 19 million and $ 58 million for the three- and nine-month periods ended April 27, 2025, and $ 18 million and $ 52 million for the three- and nine-month periods ended April 28, 2024, respectively.

Amortization expense included accelerated amortization expense on customer relationships of $ 6 million and $ 20 million for both the three-month and nine-month periods ended April 27, 2025 and April 28, 2024, respectively, which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.

As of April 27, 2025, amortizable intangible assets had a weighted-average remaining useful life of 19 years.

Amortization expense is estimated to be approximately $ 70 million in 2025 and $ 40 million per year for the following four years.

During the second quarter of 2025, we performed an interim impairment assessment on certain salty snacks and cookie trademarks within our Snacks segment, including Tom’s , Jays , Kruncher’s , O-Ke-Doke , Stella D’oro and Archway , collectively referred to as our "Allied brands." In 2025, sales performance was below expectations.

In the second quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $ 15 million on the Allied brands trademarks, reducing the carrying value to $ 28 million.

During the second quarter of 2025, we performed an interim impairment assessment on the Late July trademark within our Snacks segment.

In 2025, sales performance was below expectations.

In the second quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $ 11 million on the trademark, reducing the carrying value to $ 47 million.

During the third quarter of 2025, we performed an interim impairment assessment on the Snyder's of Hanover trademark within our Snacks segment.

In 2025, sales and operating performance were below expectations.

In the third quarter of 2025, based on recent performance, we lowered our long-term outlook and recognized an impairment charge of $ 150 million on the trademark, reducing the carrying value to $ 470 million.

The impairment charges were recorded in Other expenses / (income) in the Consolidated Statement of Earnings.

The $ 1.47 billion carrying value of the Rao's trademark associated with the Sovos Brands acquisition approximates fair value.

Excluding the carrying value of the Rao's trademark, based on the 2024 annual impairment testing and interim

assessments described above, indefinite-lived trademarks with approximately 10% or less of excess coverage of fair value over carrying value had an aggregate carrying value of $ 1.117 billion as of April 27, 2025, and included the Snyder's of Hanover , Pace , Pacific Foods, Late July and Allied brands trademarks.

Amortization expense was $ 11 million for the three-month period ended November 2, 2025, and $ 20 million for the three-month period ended October 27, 2024.

Amortization expense for the three-month period ended October 27, 2024 included accelerated amortization expense of $ 7 million on customer relationships, which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.

As of November 2, 2025, amortizable intangible assets had a weighted-average remaining useful life of 18 years.

Amortization expense is estimated to be approximately $ 40 million per year for each of the next five fiscal years.

As of the 2025 annual impairment testing, indefinite-lived trademarks with approximately 10% or less of excess coverage of fair value over carrying value had an aggregate carrying value of $ 2.587 billion and included the Rao's , Snyder's of Hanover , Pace , Pacific Foods , Late July and Allied brands trademarks.

The estimates of future cash flows used in determining the fair value of goodwill and intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, assumed royalty rates, economic conditions, market conditions and cost of capital.

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Segment Information

Our reportable segments are as follows:

• Meals & Beverages, which consists of our soup, simple meals and beverages products in retail and foodservice in the U.S.

Our operating segments, which are also our reportable segments, are as follows:

• Meals & Beverages, which consists of soup, simple meals and beverages products in retail and foodservice in the U.S.

The segment includes the following products:

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The noosa yoghurt business was sold on February 24, 2025.

The segment also includes snacking products in foodservice and Canada;

The segment also includes snacking products in foodservice and Canada, and beginning in 2026, the snacking and meals and beverages retail business in Latin America;

• Snacks, which consists of Pepperidge Farm cookies, crackers, fresh bakery and frozen products, including Goldfish crackers, Snyder’s of Hanover pretzels, Lance sandwich crackers, Cape Cod potato chips, Kettle Brand potato chips, Late July snacks, Snack Factory pretzel crisps, and other snacking products in retail in the U.S.

The segment also includes the snacking and meals and beverages retail business in Latin America.

The segment included the results of our Pop Secret popcorn business, which was sold on August 26, 2024.

The segment also included the results of our Pop Secret popcorn business, which was sold on August 26, 2024.

Through the fourth quarter of 2025, the snacking and meals and beverages retail business in Latin America was managed under our Snacks segment.

Beginning in 2026, the business is managed under our Meals & Beverages segment.

Segment results have been adjusted retrospectively to reflect this change.

We refer to the following products as our "leadership brands":

15 unchanged sentences

and Snack Factory pretzel crisps.

We evaluate segment performance before interest, taxes and costs associated with restructuring activities, cost savings and optimization initiatives, impairment charges and corporate expenses.

Our chief operating decision maker (CODM) is our President and Chief Executive Officer.

Our CODM uses segment operating earnings as the profit measure in evaluating segment performance during the annual plan and forecasting process and in monitoring actual performance versus plan.

Segment operating earnings are comprised of earnings before interest, taxes and costs associated with restructuring activities, cost savings and optimization initiatives, impairment charges, accelerated amortization and corporate expenses.

Unrealized gains and losses on outstanding undesignated commodity hedging activities are excluded from segment operating earnings and are recorded in Corporate as these open positions represent hedges of future purchases.

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All other components of expense, including interest cost, expected return on assets, amortization of prior service credits and recognized actuarial gains and losses are reflected in Corporate and not included in segment operating results.

Asset information by segment is not discretely maintained for internal reporting or used in evaluating performance.

Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Asset information by segment is not discretely maintained for internal reporting or used in evaluating performance by the CODM.

Three Months Ended

November 2, 2025 October 27, 2024

(Millions) Meals & Beverages Snacks Total Meals & Beverages Snacks Total

Net sales $ 1,665 $ 1,012 $ 2,677 $ 1,739 $ 1,033 $ 2,772

Cost of products sold 1,153 721 1,175 725

Other segment items (1)

215 168 221 172

Segment operating earnings $ 297 $ 123 $ 420 $ 343 $ 136 $ 479

Corporate expense (income) (2)

Restructuring charges (3)

Earnings before interest and taxes $ 336 $ 367

Interest expense 81 87

Interest income 1 4

Earnings before taxes $ 256 $ 284

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Depreciation and amortization

Meals & Beverages $ 40 $ 46

Snacks 1,012 1,097 3,084 3,285

Corporate (4)

Total $ 99 $ 109

Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Earnings before interest and taxes

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Capital expenditures

Meals & Beverages $ 71 $ 34

Snacks 145 167 401 489

Corporate income (expense) (1)

( 226 ) ( 135 ) ( 405 ) ( 312 )

Restructuring charges (2)

( 6 ) ( 13 ) ( 17 ) ( 17 )

Corporate (4)

Total $ 127 $ 110

_______________________________________

(1) Other segment items for each of the reportable segments include marketing and selling expenses, administrative expenses, research and development expenses and expense for amortization of intangible assets.

(2) Represents unallocated items.

Costs related to cost savings and optimization initiatives were $ 25 million and $ 74 million in the three- and nine-month periods ended April 27, 2025, and $ 23 million and $ 68 million in the three- and nine-month periods ended April 28, 2024, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were losses of $ 10 million and gains of $ 8 million in the three- and nine-month periods ended April 27, 2025, and gains of $ 13 million and $ 5 million in the three- and nine-month periods ended April 28, 2024, respectively.

Accelerated amortization expense related to customer relationship intangible assets was $ 6 million and $ 20 million in the three- and nine-month periods ended April 27, 2025 and April 28, 2024.

Intangible asset impairment charges were $ 150 million and $ 176 million in the three- and nine-month periods ended in April 27, 2025, respectively.

A loss on the sale of our Pop Secret popcorn business of $ 25 million was included in the nine-month period ended April 27, 2025.

Litigation expenses related to the Plum baby food and snacks business, which was divested on May 3, 2021, and certain other litigation matters were $ 4 million and $ 6 million in the three- and nine-month periods ended April 27, 2025 and $ 3 million in the nine-month period ended April 28, 2024, respectively.

Insurance recoveries of $ 1 million and costs of $ 3 million related to a cybersecurity incident were included in the nine-month periods ended April 27, 2025 and April 28, 2024, respectively.

A postretirement actuarial loss of $ 2 million was included in the nine-month period ended April 27, 2025.

Costs of $ 77 million and $ 96 million associated with the acquisition of Sovos Brands were included in the three- and nine-month periods ended April 28, 2024, respectively.

Costs related to cost savings and optimization initiatives were $ 31 million and $ 29 million in the three-month periods ended November 2, 2025 and October 27, 2024, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were losses of $ 2 million in the three-month period ended November 2, 2025, and gains of $ 4 million in the three-month period ended October 27, 2024.

Litigation expenses related to the Plum baby food and snacks business, which was divested on May 3, 2021, and certain other litigation matters were $ 10 million in the three-month period ended November 2, 2025, and $ 1 million in the three-month period ended October 27, 2024.

Insurance recoveries of $ 1 million related to a cybersecurity incident were included in the three-month periods ended November 2, 2025 and October 27, 2024.

Costs associated with a pending acquisition were $ 2 million in the three-month period ended November 2, 2025.

A loss on the sale of our Pop Secret popcorn business of $ 25 million was included in the three-month period ended October 27, 2024.

Accelerated amortization expense related to customer relationship intangible assets was $ 7 million in the three-month period ended October 27, 2024.

A postretirement actuarial loss of $ 2 million was included in the three-month period ended October 27, 2024.

(3) See Note 7 for additional information.

(4) Represents primarily corporate offices and enterprise-wide information technology systems.

Our net sales based on product categories are as follows:

Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Soup $ 835 $ 852

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Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives

Multi-year Cost Savings Initiatives and Snyder's-Lance, Inc.

(Snyder's-Lance) Cost Transformation Program and Integration

Continuing Operations

Beginning in 2015, we implemented initiatives to reduce costs and to streamline our organizational structure.

Over the years, we expanded these initiatives by continuing to optimize our supply chain and manufacturing networks, as well as our information technology infrastructure.

On March 26, 2018, we completed the acquisition of Snyder's-Lance.

Prior to the acquisition, Snyder's-Lance launched a cost transformation program following a comprehensive review of its operations with the goal of significantly improving its financial performance.

We continued to implement this program and identified opportunities for additional cost synergies as we integrated Snyder's-Lance.

In 2022, we expanded these initiatives as we continued to pursue cost savings by further optimizing our supply chain and manufacturing network and through effective cost management.

In the second quarter of 2023, we announced plans to consolidate our Snacks offices in Charlotte, North Carolina, and Norwalk, Connecticut, into our headquarters in Camden, New Jersey.

A summary of the pre-tax charges recognized in the Consolidated Statements of Earnings related to these initiatives is as follows:

April 28, 2024

(Millions) Three Months Ended Nine Months Ended Total Program

Restructuring charges $ ( 3 ) $ 1 $ 297

Administrative expenses 13 47 437

Cost of products sold 3 9 128

Marketing and selling expenses 1 4 23

Research and development expenses 1 3 10

Total pre-tax charges $ 15 $ 64 $ 895

A summary of the pre-tax costs associated with the initiatives is as follows:

(Millions) Total Program

Severance pay and benefits

Asset impairment/accelerated depreciation 134

Implementation costs and other related costs

Of the aggregate $ 895 million pre-tax costs incurred, approximately $ 720 million were cash expenditures.

Segment operating results do not include restructuring charges, implementation costs and other related costs because we evaluate segment performance excluding such charges.

A summary of the pre-tax costs associated with segments is as follows:

(Millions) Total Program

Meals & Beverages $ 288

Corporate 224

As of July 28, 2024, we substantially completed the multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration.

Certain phases that had not been fully implemented were incorporated into the 2025 cost savings initiatives described below.

Sovos Brands Integration Initiatives

On March 12, 2024, we completed the acquisition of Sovos Brands.

See Note 3 for additional information.

We identified opportunities for cost synergies as we integrate Sovos Brands.

In the three-month period ended April 28, 2024, we recorded Restructuring charges of $ 16 million for severance pay and benefits related to initiatives to achieve the synergies.

In 2024, we recorded Restructuring charges of $ 21 million for severance pay and benefits related to initiatives to achieve the synergies.

The charges incurred in 2024 were associated with the Meals & Beverages segment.

In 2025, the initiatives to achieve synergies were incorporated into the cost savings initiatives described below.

2025 Cost Savings Initiatives

On September 10, 2024, we announced plans to implement cost savings initiatives beginning in 2025, including initiatives to further optimize our supply chain and manufacturing network, optimization of our information technology infrastructure and targeted cost management.

We also identified additional opportunities for cost synergies as we integrate Sovos Brands.

As mentioned above, we substantially completed our previous multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration.

Certain initiatives from that program have been incorporated into our 2025 cost savings initiatives.

We also identified additional opportunities for cost synergies as we integrated Sovos Brands.

As of July 28, 2024, we substantially completed our previous multi-year cost savings initiatives and Snyder's-Lance, Inc.

cost transformation program and integration and had identified initial opportunities for cost synergies as we integrated Sovos Brands.

Certain initiatives from those programs have been incorporated into our 2025 cost savings initiatives.

Cost estimates for the 2025 initiatives, as well as timing for certain activities, are continuing to be developed.

A summary of the pre-tax charges recorded in the Consolidated Statement of Earnings related to these initiatives is as follows:

April 27, 2025

(Millions) Three Months Ended Nine Months Ended

A summary of the pre-tax charges recorded in the Consolidated Statements of Earnings related to these initiatives is as follows:

Three Months Ended

(Millions) November 2, 2025 October 27, 2024 Recognized as of November 2, 2025

Restructuring charges $ 3 $ 6 $ 27

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A summary of the pre-tax costs associated with the initiatives is as follows:

(Millions) Recognized as of April 27, 2025

(Millions) Recognized as of November 2, 2025

Severance pay and benefits

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Of the aggregate $ 230 million of pre-tax costs identified to date, we expect approximately $ 175 million will be cash expenditures.

In addition, we expect to invest approximately $ 215 million in capital expenditures, of which we invested $ 88 million as of April 27, 2025.

In addition, we expect to invest approximately $ 205 million in capital expenditures, of which we invested $ 164 million as of November 2, 2025.

The capital expenditures primarily relate to optimization of production within our manufacturing network, optimization of information technology infrastructure and applications and implementation of our existing SAP enterprise-resource planning system for Sovos Brands.

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(Millions) Severance Pay and Benefits Implementation Costs and Other Related

Asset Impairment/Accelerated Depreciation Other Non-Cash Exit Costs (4)

Total Charges

Accrued balance at July 28, 2024 (1)

17 31 23 2 $ 73

Asset Impairment/Accelerated Depreciation Total Charges

Accrued balance at August 3, 2025 (1)

2026 cash payments

Accrued balance at April 27, 2025 (2)

Accrued balance at November 2, 2025 (2)

__________________________________

(1) Associated with the multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration, and the Sovos Brands integration initiatives described above.

(1) Includes $ 14 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.

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(3) Includes other costs recognized as incurred that are not reflected in the restructuring reserve in the Consolidated Balance Sheet.

The costs are included in Administrative expenses, Cost of products sold, Marketing and selling expenses and Research and development expenses in the Consolidated Statements of Earnings.

(4) Includes non-cash costs that are not reflected in the restructuring reserve in the Consolidated Balance Sheet.

The costs are included in Administrative expenses and Cost of products sold in the Consolidated Statements of Earnings.

Segment operating results do not include restructuring charges, implementation costs and other related costs because we evaluate segment performance excluding such charges.

A summary of the pre-tax costs associated with segments is as follows:

April 27, 2025

(Millions) Three Months Ended Nine Months Ended

November 2, 2025

(Millions) Three Months Ended Costs Incurred to Date

Meals & Beverages $ 10 $ 84

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We expect to execute this program in a staggered rollout and to incur expenses of up to approximately $ 115 million through 2029.

In the three- and nine-month periods ended April 27, 2025, we incurred $ 9 million and $ 17 million in Marketing and selling expenses and $ 1 million in Administrative expenses related to this initiative, respectively.

In the three- and nine-month periods ended April 28, 2024, we incurred $ 5 million in Marketing and selling expenses related to this initiative.

As of April 27, 2025, we have incurred $ 22 million in Marketing and selling expenses and $ 1 million in Administrative expenses related to this initiative.

In the three-month period ended November 2, 2025, we incurred $ 16 million in Marketing and selling expenses related to this initiative.

In the three-month period ended October 27, 2024, we incurred $ 8 million in Marketing and selling expenses related to this initiative.

As of November 2, 2025, we have incurred $ 41 million in Marketing and selling expenses and $ 1 million in Administrative expenses related to this initiative.

Earnings per Share (EPS)

For the periods presented in the Consolidated Statements of Earnings, the calculations of basic EPS and EPS assuming dilution vary in that the weighted average shares outstanding assuming dilution include the incremental effect of stock options and other share-based payment awards, except when such effect would be antidilutive.

The earnings per share calculation for the three- and nine-month periods ended April 27, 2025 and April 28, 2024, excludes less than 1 million stock options that would have been antidilutive.

The earnings per share calculation for the three-month period ended November 2, 2025 excludes approximately 1 million stock options that would have been antidilutive.

The earnings per share calculation for the three-month period ended October 27, 2024 excludes less than 1 million stock options that would have been antidilutive.

Pension and Postretirement Benefits

Components of net periodic benefit expense (income) were as follows:

Three Months Ended Nine Months Ended

Pension Postretirement Pension Postretirement

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Three Months Ended

Pension Postretirement

(Millions) November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024

Service cost $ 3 $ 3 $ — $ —

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Expected return on plan assets ( 19 ) ( 20 ) — —

Amortization of prior service credit — — ( 1 ) — — — ( 1 ) —

Actuarial losses (gains) — — — 2

Net periodic benefit expense (income) $ ( 2 ) $ ( 2 ) $ 1 $ 4

The actuarial loss for the nine-month period ended April 27, 2025 was due to the remeasurement of our postretirement plan in the first quarter due to a plan amendment.

The actuarial loss for the three-month period ended October 27, 2024 was due to the remeasurement of our postretirement plan due to a plan amendment.

The actuarial loss was primarily due to a decrease in the discount rate used to determine the benefit obligation.

The components of lease costs were as follows:

Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Operating lease cost $ 29 $ 29

$ 28 $ 25 $ 84 $ 73

Finance lease - amortization of right-of-use (ROU) assets 8 6

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Total $ 128 $ 116

___________________________________________

(1) Excludes costs associated with the cost savings initiatives described in Note 8.

The following tables summarize the lease amounts recorded in the Consolidated Balance Sheets:

Operating Leases

(Millions) Balance Sheet Classification April 27, 2025 July 28,

(Millions) Balance Sheet Classification November 2, 2025 August 3,

ROU assets, net Other assets $ 307 $ 326

2 unchanged sentences

Finance Leases

(Millions) Balance Sheet Classification April 27, 2025 July 28,

(Millions) Balance Sheet Classification November 2, 2025 August 3,

ROU assets, net Plant assets, net of depreciation $ 65 $ 66

2 unchanged sentences

The following table summarizes cash flow and other information related to leases:

Nine Months Ended

(Millions) April 27, 2025 April 28, 2024

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Cash paid for amounts included in the measurement of lease liabilities:

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Finance leases

ROU assets obtained with business acquired:

Operating leases $ 15

Finance leases

Short-term Borrowings and Long-term Debt

In August 2023, we filed a registration statement with the Securities and Exchange Commission that registered an indeterminate amount of debt securities.

Under the registration statement we may issue debt securities from time to time, depending on market conditions.

On October 2, 2024, pursuant to the registration statement, we completed the issuance of senior unsecured notes of $ 1.15 billion, consisting of:

• $ 800 million aggregate principal amount of notes bearing interest at a fixed rate of 4.75 % per annum, due March 23, 2035 , with interest payable semi-annually on each of March 23 and September 23 commencing March 23, 2025;

• $ 350 million aggregate principal amount of notes bearing interest at a fixed rate of 5.25 % per annum, due October 13, 2054 , with interest payable semi-annually on each of April 13 and October 13 commencing April 13, 2025.

The notes contain customary covenants and events of default.

If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101 % of the principal amount plus accrued and unpaid interest, if any, to the purchase date.

I n October 2024, we used a portion of the net proceeds from the issuance of the notes to repay $ 200 million of the $ 400 million outstanding under our 2022 Delayed Draw Term Loan Credit Agreement (the 2022 DDTL Credit Agreement) due November 15, 2025 and a portion of our outstanding commercial paper.

In November 2024, we repaid the remaining $ 200 million outstanding under the 2022 DDTL Credit Agreement.

In March 2025, we used a portion of the net proceeds from the issuance of the notes along with cash on hand and the issuance of commercial paper to repay a $ 1.15 billion aggregate principal amount of senior notes that matured in March 2025.

Financial Instruments

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To mitigate counterparty credit risk, we enter into contracts only with carefully selected, leading, credit-worthy financial institutions, and distribute contracts among several financial institutions to reduce the concentration of credit risk.

We did not have credit risk-related contingent features in our derivative instruments as of April 27, 2025, or July 28, 2024.

We did not have credit risk-related contingent features in our derivative instruments as of November 2, 2025, or August 3, 2025.

We are also exposed to credit risk from our customers.

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We are exposed to foreign currency exchange risk, primarily the Canadian dollar and Euro, related to intercompany transactions and third-party transactions.

We utilize foreign exchange forward purchase and sale contracts and option contracts to hedge these exposures.

We utilize foreign exchange forward and option contracts to hedge these exposures.

The contracts are either designated as cash-flow hedging instruments or are undesignated.

We hedge portions of our forecasted foreign currency transaction exposure with foreign exchange forward contracts for periods typically up to 18 months.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 129 million as of April 27, 2025, and $ 108 million as of July 28, 2024.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 156 million as of November 2, 2025, and $ 183 million as of August 3, 2025.

Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows.

1 unchanged sentence

Any difference between the change in the fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income (loss).

The notional amount of foreign exchange forward and option contracts that are not designated as accounting hedges was $ 464 million as of April 27, 2025, and $ 189 million as of July 28, 2024.

The notional amount of foreign exchange forward and option contracts that are not designated as accounting hedges was $ 338 million as of November 2, 2025, and $ 413 million as of August 3, 2025.

Interest Rate Risk

7 unchanged sentences

The gain on these instruments was recorded in other comprehensive income (loss) and will be recognized in Interest expense over the life of the debt.

There were no forward starting interest rate swaps or treasury lock contracts outstanding as of April 27, 2025 and July 28, 2024.

There were no forward starting interest rate swaps or treasury lock contracts outstanding as of November 2, 2025 and August 3, 2025.

Commodity Price Risk

We principally use a combination of purchase orders and various short- and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities and agricultural products.

We also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, diesel fuel, soybean oil, natural gas, cocoa, aluminum, corn and soybean meal.

We also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, diesel fuel, natural gas, soybean oil, cocoa, aluminum, soybean meal and corn.

Commodity futures, options and swap contracts are either designated as cash-flow hedging instruments or are undesignated.

We hedge a portion of commodity requirements for periods typically up to 18 months.

There were no commodity contracts designated as cash-flow hedges as of April 27, 2025, or July 28, 2024.

The notional amount of commodity contracts not designated as accounting hedges was $ 184 million as of April 27, 2025, and $ 200 million as of July 28, 2024.

There were no commodity contracts designated as cash-flow hedges as of November 2, 2025, or August 3, 2025.

The notional amount of commodity contracts not designated as accounting hedges was $ 185 million as of November 2, 2025, and $ 184 million as of August 3, 2025.

The change in fair value on undesignated instruments is recorded in Cost of products sold.

2 unchanged sentences

We net settle amounts due under the contract with our counterparty.

The notional amount was $ 69 million as of April 27, 2025, and $ 48 million as of July 28, 2024.

The notional amount was $ 15 million as of November 2, 2025, and $ 49 million as of August 3, 2025.

The change in fair value on the embedded derivative is recorded in Cost of products sold.

4 unchanged sentences

We enter into these contracts for periods typically not exceeding 12 months.

The notional amounts of the contracts were $ 65 million as of April 27, 2025, and $ 71 million as of July 28, 2024.

The following tables summarize the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of April 27, 2025, and July 28, 2024:

(Millions) Balance Sheet Classification April 27, 2025 July 28,

The notional amounts of the contracts were $ 79 million as of November 2, 2025, and $ 76 million as of August 3, 2025.

The following tables summarize the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets:

(Millions) Balance Sheet Classification November 2, 2025 August 3,

Asset Derivatives

8 unchanged sentences

Total asset derivatives $ 14 $ 15

(Millions) Balance Sheet Classification April 27, 2025 July 28,

(Millions) Balance Sheet Classification November 2, 2025 August 3,

Liability Derivatives

7 unchanged sentences

We do not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements.

However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of April 27, 2025, and July 28, 2024, would be adjusted as detailed in the following table:

April 27, 2025 July 28, 2024

However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of November 2, 2025, and August 3, 2025, would be adjusted as detailed in the following table:

November 2, 2025 August 3, 2025

(Millions) Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amount

2 unchanged sentences

We are required to maintain cash margin accounts in connection with funding the settlement of open positions for exchange-traded commodity derivative instruments.

Cash margin asset balances of $ 2 million at April 27, 2025 and July 28, 2024 were included in Other current assets in the Consolidated Balance Sheets.

The following tables show the effect of our derivative instruments designated as cash-flow hedges in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

A cash margin asset balance of $ 3 million at November 2, 2025, and a liability balance of less than $ 1 million at August 3, 2025, were included in Other current assets and Accrued liabilities, respectively, in the Consolidated Balance Sheets.

The following table shows the effect of our derivative instruments designated as cash-flow hedges in other comprehensive income (loss) (OCI) and the Consolidated Statements of Earnings:

Total Cash-Flow Hedge

(Millions) April 27, 2025 April 28, 2024

(Millions) November 2, 2025 October 27, 2024

Three Months Ended

2 unchanged sentences

Foreign exchange contracts 3 —

Forward starting interest rate swaps — 12

Amount of loss (gain) reclassified from OCI to earnings:

3 unchanged sentences

OCI derivative gain (loss) at end of quarter $ ( 10 ) $ ( 10 )

Total Cash-Flow Hedge

(Millions) April 27, 2025 April 28, 2024

Nine Months Ended

OCI derivative gain (loss) at beginning of year $ ( 11 ) $ ( 5 )

Effective portion of changes in fair value recognized in OCI:

Foreign exchange contracts ( 2 ) 4

Forward starting interest rate swaps — ( 11 )

Amount of loss (gain) reclassified from OCI to earnings:

Location in Earnings

Foreign exchange contracts Cost of products sold ( 2 ) ( 2 )

Forward starting interest rate swaps Interest expense 2 1

OCI derivative gain (loss) at end of quarter $ ( 13 ) $ ( 13 )

Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a loss of $ 2 million.

The following tables show the total amounts of line items presented in the Consolidated Statements of Earnings in which the effects of derivative instruments designated as cash-flow hedges are recorded and the total effect of hedge activity on these line items:

The following table shows the total amounts of line items presented in the Consolidated Statements of Earnings in which the effects of derivative instruments designated as cash-flow hedges are recorded and the total effect of hedge activity on these line items:

Three Months Ended

April 27, 2025 April 28, 2024

(Millions) Cost of products sold Interest

expense Cost of products sold Interest

Consolidated Statements of Earnings:

$ 1,747 $ 85 $ 1,637 $ 70

Loss (gain) on cash-flow hedges:

Amount of loss (gain) reclassified from OCI to earnings $ ( 1 ) $ 1 $ — $ —

Nine Months Ended

April 27, 2025 April 28, 2024

November 2, 2025 October 27, 2024

(Millions) Cost of products sold Interest

1 unchanged sentence

Consolidated Statements of Earnings $ 1,885 $ 81 $ 1,905 $ 87

$ 5,518 $ 260 $ 5,047 $ 165

Loss (gain) on cash-flow hedges:

2 unchanged sentences

The following table shows the effects of our derivative instruments not designated as hedges in the Consolidated Statements of Earnings:

Location of Loss (Gain) Recognized in Earnings Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Location of Loss (Gain) Recognized in Earnings Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Foreign exchange contracts Cost of products sold $ — $ —

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When available, we use unadjusted quoted market prices to measure the fair value and classify such items as Level 1.

If quoted market prices are not available, we base fair value upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates.

If quoted market prices are not available, we base fair value upon internally developed models that use current market-based or independently sourced market parameters such as

interest rates and currency rates.

Included in the fair value of derivative instruments is an adjustment for credit and nonperformance risk.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis as of April 27, 2025, and July 28, 2024, consistent with the fair value hierarchy:

April 27, 2025

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis consistent with the fair value hierarchy:

November 2, 2025

Fair Value Measurements at

April 27, 2025 Using

November 2, 2025 Using

Fair Value Hierarchy

July 28, 2024

August 3, 2025

Fair Value Measurements at

July 28, 2024 Using

August 3, 2025 Using

Fair Value Hierarchy

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Total assets at fair value $ 15 $ 1 $ 11 $ 3 $ 16 $ 2 $ 11 $ 3

April 27, 2025

November 2, 2025

Fair Value Measurements at

April 27, 2025 Using

November 2, 2025 Using

Fair Value Hierarchy

July 28, 2024

August 3, 2025

Fair Value Measurements at

July 28, 2024 Using

August 3, 2025 Using

Fair Value Hierarchy

11 unchanged sentences

Level 3 is based on unobservable inputs in which there is little or no market data, which requires management’s own assumptions within an internally developed model.

(3) Based on equity index swap rates.

(3) Based on equity and fixed income index swap rates.

(4) Based on the fair value of the participants’ investments.

The following table summarizes the changes in fair value of Level 3 assets and liabilities:

Nine Months Ended

(Millions) April 27, 2025 April 28, 2024

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Fair value at beginning of year $ ( 1 ) $ 5

2 unchanged sentences

Fair value at end of quarter $ ( 1 ) $ 2

Items Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain items at fair value on a nonrecurring basis.

In the second and third quarters of 2025, we performed interim impairment assessments on certain trademarks in our Snacks segment.

See also Note 6 for additional information on the impairment charges.

Fair value was determined based on unobservable Level 3 inputs.

The fair value of trademarks was determined based on discounted cash flow analysis that involves significant management assumptions such as expected revenue growth rates, assumed royalty rates and weighted-average costs of capital.

The following table presents fair value measurements of the trademarks:

March 2025 December 2025

(Millions) Impairment Charge Fair Value Impairment Charges Fair Value

Snyder's of Hanover $ 150 $ 470

Allied brands $ 15 $ 28

Late July $ 11 $ 47

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value.

There were cash equivalents of $ 18 million at April 27, 2025 and $ 25 million at July 28, 2024.

Cash equivalents represent fair value as these highly liquid investments have an original maturity of three months or less.

Fair value of cash equivalents is based on Level 2 inputs.

The fair value of short- and long-term debt was $ 6.556 billion at April 27, 2025, and $ 6.866 billion at July 28, 2024.

The carrying value was $ 6.896 billion at April 27, 2025, and $ 7.184 billion at July 28, 2024.

There were no cash equivalents with fair value based on level 2 inputs at November 2, 2025 and August 3, 2025.

The fair value of short- and long-term debt was $ 6.71 billion at November 2, 2025, and $ 6.545 billion at August 3, 2025.

The carrying value was $ 6.972 billion at November 2, 2025, and $ 6.857 billion at August 3, 2025.

The fair value of long-term debt is principally estimated using Level 2 inputs based on quoted market prices or pricing models using current market rates.

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The September 2024 program replaced an anti-dilutive share repurchase program of up to $ 250 million that was approved by the Board in June 2021 and has been terminated.

During the nine-month periods ended April 27, 2025 and April 28, 2024, we repurchased 1.247 million shares at a cost of $ 60 million and 1.08 million shares at a cost of $ 46 million, respectively, pursuant to our anti-dilutive share repurchase programs.

As of April 27, 2025, approximately $ 200 million remained available under the September 2024 program and approximately $ 301 million remained available under the September 2021 program.

During the three-month periods ended November 2, 2025 and October 27, 2024, we repurchased 748 thousand shares at a cost of $ 24 million and 1.098 million shares at a cost of $ 54 million, respectively, pursuant to our anti-dilutive share repurchase programs.

As of November 2, 2025, approximately $ 174 million remained available under the September 2024 program and approximately $ 301 million remained available under the September 2021 program.

Stock-based Compensation

We provide compensation benefits by issuing stock options, unrestricted stock and restricted stock units (including time-lapse restricted stock units, EPS performance restricted stock units, total shareholder return (TSR) performance restricted stock units and free cash flow (FCF) performance restricted stock units).

In 2025, we issued time-lapse restricted stock units,

unrestricted stock, TSR performance restricted stock units and EPS performance restricted stock units.

We last issued stock options and FCF performance restricted stock units in 2019.

In connection with the Sovos Brands acquisition, in the third quarter of 2024, we issued 1.721 million time-lapse restricted stock units (Replacement units) in exchange for certain Sovos Brands restricted stock units and performance restricted stock units.

The Replacement units are subject to the same terms and conditions of the original Sovos Brands restricted stock units and performance restricted stock units.

We provide compensation benefits by issuing stock options, unrestricted stock, and restricted stock units (including time-lapse restricted stock units, performance restricted stock units subject to a relative total shareholder return (TSR) modifier, performance restricted stock units and TSR performance restricted stock units.

In 2026, we issued time-lapse restricted stock units, unrestricted stock, and performance restricted stock units subject to a TSR modifier.

We last issued TSR performance restricted stock units and performance restricted stock units in 2025 and stock options in 2019.

In connection with the Sovos Brands acquisition, in the third quarter of 2024, we issued time-lapse restricted stock units (Replacement units) in exchange for certain Sovos Brands restricted stock units and performance restricted stock units.

The Replacement units were subject to the same terms and conditions of the original Sovos Brands restricted stock units and performance restricted stock units.

Certain Replacement units were subject to accelerated vesting.

The Replacement units had a total fair value of $ 74 million based on the quoted price of our stock on the acquisition date.

The portion of Replacement units attributed to pre-combination service was $ 42 million, which was accounted for as part of consideration transferred and was recorded in Additional Paid-in Capital in our Consolidated Statements of Equity in the third quarter of 2024.

See Note 3 for additional information.

The portion of the Replacement units attributable to post-combination service will be recognized as stock-based compensation expense over the remaining vesting period.

In determining stock-based compensation expense, we estimate forfeitures expected to occur.

Total pre-tax stock-based compensation expense and tax-related benefits recognized in the Consolidated Statements of Earnings were as follows:

Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Total pre-tax stock-based compensation expense $ 13 $ 19

$ 16 $ 44 $ 52 $ 80

Tax-related benefits $ 4 $ 3 $ 14 $ 9

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(1) Includes $ 26 million of expense related to accelerated vesting of certain Replacement units in the three- and nine-month periods ended April 28, 2024.

Tax-related benefits (expense) $ ( 1 ) $ 6

The following table summarizes stock option activity:

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(In thousands) (In years) (Millions)

Outstanding at July 28, 2024

Outstanding at August 3, 2025

Granted — $ —

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Terminated ( 71 ) $ 50.21

Outstanding at April 27, 2025

Outstanding at November 2, 2025

708 $ 44.84 2.1 $ —

Exercisable at April 27, 2025

Exercisable at November 2, 2025

708 $ 44.84 2.1 $ —

No options were exercised during the nine-month period ended April 28, 2024.

No options were exercised during the three-month period ended October 27, 2024.

We measured the fair value of stock options using the Black-Scholes option pricing model.

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As of January 2022, compensation related to stock options was fully expensed.

The following table summarizes time-lapse restricted stock units and EPS performance restricted stock units activity:

The following table summarizes time-lapse restricted stock units and performance restricted stock units activity:

Units Weighted-Average Grant-Date Fair Value

(In thousands)

Nonvested at July 28, 2024

Nonvested at August 3, 2025

2,935 $ 44.98

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Forfeited ( 213 ) $ 46.47

Nonvested at April 27, 2025

Nonvested at November 2, 2025

3,516 $ 38.08

1 unchanged sentence

We expense time-lapse restricted stock units on a straight-line basis over the vesting period, except for awards issued to retirement-eligible participants and certain Replacement units, which we expense on an accelerated basis.

Since 2022, we have granted EPS performance restricted stock units that will be earned upon the achievement of our adjusted EPS compound annual growth rate goal, measured over a three-year period.

The actual number of EPS performance restricted stock units issued at the vesting date could range from 0 % to 200 % of the initial grant depending on actual performance achieved.

The fair value of EPS performance restricted stock units is based upon the quoted price of our stock at the date of grant.

We expense EPS performance restricted stock units on a straight-line basis over the service period, except for awards issued to retirement-eligible participants, which we expense on an accelerated basis.

In 2022 through 2025, we granted performance restricted stock units that will be earned upon the achievement of our EPS compound annual growth rate goal, measured over a three-year period.

The actual number of the performance restricted stock units issued at the vesting date could range from 0 % to 200 % of the initial grant depending on performance achieved.

The fair value of the performance restricted stock units was based upon the quoted price of our stock at the date of grant.

We expense performance restricted stock units on a straight-line basis over the service period, except for awards issued to retirement-eligible participants, which we expense on an accelerated basis.

We estimate expense based on the number of awards expected to vest.

In the first quarter of 2025, recipients of EPS performance restricted stock units earned 100 % of the initial grants based upon actual performance achieved during a three-year period ended July 28, 2024.

There were 841 thousand EPS performance target grants outstanding at April 27, 2025, with a weighted-average grant-date fair value of $ 45.22 .

In connection with the divestiture of our Pop Secret popcorn business, in the first quarter of 2025, our adjusted EPS compound annual growth rate goals for the EPS performance restricted stock units granted in 2024 and 2023 were revised to equitably adjust for the impact of the completed divestiture that was not contemplated at the time of approval of the original targets.

In connection with the divestiture of our noosa yoghurt business in the third quarter of 2025, our adjusted EPS compound annual growth rate goals for the EPS performance restricted stock units granted in 2025, 2024, and 2023 were similarly revised.

As of April 27, 2025, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS performance restricted stock units was $ 60 million, which will be amortized over the weighted-average remaining service period of 1.8 years.

The fair value of restricted stock units vested during the nine-month periods ended April 27, 2025, and April 28, 2024, was $ 68 million and $ 95 million, respectively.

The weighted-average grant-date fair value of the restricted stock units granted during the nine-month period ended April 28, 2024 was $ 41.46 .

The following table summarizes TSR performance restricted stock units activity:

In the first quarter of 2026, recipients of the performance restricted stock units earned 48 % of the initial grants based upon performance achieved during a three-year period ended August 3, 2025.

In the first quarter of 2025, recipients of the performance restricted stock units earned 100 % of the initial grants based upon performance achieved during a three-year period ended July 28, 2024.

There were 549 thousand of the performance target grants outstanding at November 2, 2025, with a weighted-average grant-date fair value of $ 44.35 .

As of November 2, 2025, total remaining unearned compensation related to nonvested time-lapse restricted stock units and performance restricted stock units was $ 75 million, which will be amortized over the weighted-average remaining service period of 2.1 years.

The fair value of time-lapse and performance restricted stock units vested during the three-month periods ended November 2, 2025, and October 27, 2024, was $ 31 million and $ 59 million, respectively.

The weighted-average grant-date fair value of the time-lapse and performance restricted stock units granted during the three-month period ended October 27, 2024 was $ 48.36 .

The following table summarizes performance restricted stock units subject to a TSR modifier and TSR performance restricted stock units activity:

Units Weighted-Average Grant-Date Fair Value

(In thousands)

Nonvested at July 28, 2024

Nonvested at August 3, 2025

Granted 1,096 $ 34.12

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Forfeited ( 145 ) $ 52.08

Nonvested at April 27, 2025

We estimated the fair value of TSR performance restricted stock units at the grant date using a Monte Carlo simulation.

Weighted-average assumptions used in the Monte Carlo simulation were as follows:

Nonvested at November 2, 2025

1,643 $ 37.57

We estimated the fair value of performance restricted stock units subject to a TSR modifier and TSR performance restricted stock units at the grant date using a Monte Carlo simulation.

Weighted-average assumptions used in the Monte Carlo simulation for grants were as follows:

Three Months Ended

November 2, 2025 October 27, 2024

Risk-free interest rate 3.68 % 3.52 %

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Expected term 3 years 3 years

We recognize compensation expense on a straight-line basis over the service period, except for awards issued to retirement eligible participants, which we expense on an accelerated basis.

As of April 27, 2025, total remaining unearned compensation related to TSR performance restricted stock units was $ 13 million, which will be amortized over the weighted-average remaining service period of 1.8 years.

In 2026, we granted performance restricted stock units that will be earned upon the achievement of our annual EPS and organic net sales growth rate goals during a three-year period subject to a relative TSR modifier.

The number of units earned based upon the achievement of each growth rate goal may be further increased or reduced based upon our TSR ranking during a three-year period compared to the respective TSR of companies in a performance peer group.

The actual number of performance restricted stock units subject to a TSR modifier ultimately issued at the vesting date could range from 0 % to 250 % of the initial grant depending on performance achieved.

We expense performance restricted stock units subject to a TSR modifier and TSR performance restricted stock units on a straight-line basis over the service period, except for awards issued to retirement eligible participants, which we expense on an accelerated basis.

As of November 2, 2025, total remaining unearned compensation related to performance restricted stock units subject to a TSR modifier and TSR performance restricted stock units was $ 36 million, which will be amortized over the weighted-average remaining service period of 2.1 years.

In the first quarter of 2026, recipients of TSR performance restricted stock units earned 50 % of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended August 1, 2025.

In the first quarter of 2025, recipients of TSR performance restricted stock units earned 175 % of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 26, 2024.

As a result, approximately 199 thousand additional shares were awarded.

In the first quarter of 2024, recipients of TSR performance restricted stock units earned 75 % of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 28, 2023.

The fair value of TSR performance restricted stock units vested during the nine-month periods ended April 27, 2025, and April 28, 2024, was $ 23 million and $ 12 million, respectively.

The grant-date fair value of the TSR performance restricted stock units granted during the nine-month period ended April 28, 2024, was $ 44.18 .

The fair value of TSR performance restricted stock units vested during the three-month periods ended November 2, 2025, and October 27, 2024, was $ 4 million and $ 23 million, respectively.

The grant-date fair value of the TSR performance restricted stock units granted during the three-month period ended October 27, 2024, was $ 47.33 .

Commitments and Contingencies

2 unchanged sentences

Modern pleading practice in the U.S.

considerable variation in the assertion of monetary damages or other relief.

permits considerable variation in the assertion of monetary damages or other relief.

Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court.

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Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time is normally difficult to ascertain.

Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal.

Uncertainties can include how fact finders will evaluate documentary

evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal.

Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law.

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We establish liabilities for litigation and regulatory loss contingencies when information related to the loss contingencies shows both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be reasonably estimated as of April 27, 2025.

It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be reasonably estimated as of November 2, 2025.

While the potential future charges could be material in a particular quarter or annual period, based on information currently known by us, we do not believe any such charges are likely to have a material adverse effect on our consolidated results of operations or financial condition.

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Certain indemnifications have finite expiration dates.

Liabilities recognized based on known exposures related to such matters were not material at April 27, 2025.

Liabilities recognized based on known exposures related to such matters were not material at November 2, 2025.

Supplier Finance Program Obligations

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Supplier participation in these agreements is voluntary.

We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions.

We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions regarding these transactions.

We have not pledged assets as security or provided any guarantees in connection with these arrangements.

The payment of these obligations is included in cash provided by operating activities in the Consolidated Statements of Cash Flows.

Amounts outstanding under these programs, which are included in Accounts payable on the Consolidated Balance Sheets, were $ 254 million at April 27, 2025 and $ 243 million at July 28, 2024.

Our outstanding obligations confirmed as valid under these programs, which are included in Accounts payable on the Consolidated Balance Sheets, were $ 264 million at November 2, 2025 and $ 240 million at August 3, 2025.

Supplemental Financial Statement Data

(Millions) April 27, 2025 July 28, 2024

(Millions) November 2, 2025 August 3,

Balance Sheets

2 unchanged sentences

$ 1,505 $ 1,424

Three Months Ended Nine Months Ended

(Millions) April 27, 2025 April 28, 2024 April 27, 2025 April 28, 2024

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Statements of Earnings

Other expenses / (income)

Impairment of intangible assets (1)

$ 150 $ — $ 176 $ —

Amortization of intangible assets (1)

1 unchanged sentence

Costs associated with acquisition (2)

Loss on sales of businesses (4)

Loss on sale of business (3)

Transition services fees

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Other ( 4 ) ( 2 ) ( 4 ) —

$ 160 $ 30 $ 244 $ 80

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(1) See Note 6 for additional information.

(2) Includes accelerated amortization expense related to customer relationship intangible assets of $ 6 million in the three-month periods ended April 27, 2025 and April 28, 2024, and $ 20 million in the nine-month periods ended April 27, 2025 and April 28, 2024.

(3) Related to the acquisition of Sovos Brands.

(1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 7 million in the three-month period ended October 27, 2024.

(2) See Note 18 for additional information.

(3) See Note 3 for additional information.

Subsequent Event

On December 8, 2025 , we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina di San Marzano di Antonio Romano S.p.A.

(La Regina SPA) and La Regina Atlantica, LLC (La Regina Atlantica, and together with La Regina SPA, La Regina).

The aggregate consideration for the transaction is $ 286 million to be paid in two tranches:

(i) $ 146 million, payable in cash at the closing, and (ii) $ 140 million payable at our sole discretion in either cash or unregistered shares of our capital stock (not to exceed 19.9% of our outstanding capital stock and voting power prior to issuance) on the first anniversary of the closing.

The remaining 51% of the outstanding equity interests of La Regina are subject to a call option granted to us and a put option granted to La Regina.

The call option may be exercised from the first anniversary of the closing until the later of the tenth anniversary of the closing and the date of cessation of the material commercial agreements between the parties.

The put option may be exercised from three years after the first anniversary of the closing until the tenth anniversary of the closing.

The transaction is subject to certain customary conditions, including, among other things (a) the accuracy of the representations and warranties of La Regina as of the closing of the transaction, (b) compliance in all material respects with pre-closing obligations and covenants under each of the purchase agreements, and (c) the absence of a material adverse change.

Each purchase agreement provides for an outside closing date of June 8, 2026, which we may extend once by up to thirty (30) business days upon prior notice.

If the closing conditions have not been satisfied or waived by the outside closing date, each purchase agreement will automatically terminate, subject to certain specified provisions that survive termination.

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-Q

Item 1. Financial Statements