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Item 2. Management’s Discussion and Analysis

2025-12-09 compared with 2025-06-02 · 123 added, 362 removed, 219 unchanged (69% of the section changed)

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This Management's Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements in "Part I - Item 1.

Financial Statements," and our Form 10-K for the year ended July 28, 2024, including but not limited to "Part I - Item 1A.

Financial Statements," and our Form 10-K for the year ended August 3, 2025, including but not limited to "Part I - Item 1A.

Risk Factors" and "Part II - Item 7.

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We operate in a highly competitive industry and experience competition in all of our categories.

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

(Sovos Brands) for total purchase consideration of $2.899 billion.

For additional information on the Sovos Brands acquisition, see Note 3 to the Consolidated Financial Statements.

All references to the acquisition below refer to the Sovos Brands acquisition.

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

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For additional information on the divestitures, see Note 3 to the Consolidated Financial Statements.

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.

Recent Developments

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).

La Regina currently produces all of our Rao’s tomato-based pasta sauces.

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

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 transaction is subject to certain customary closing conditions.

For additional information on this pending transaction, see our Form 8-K filed with the U.S.

Securities and Exchange Commission on December 9, 2025, and Note 18 to the Consolidated Financial Statements.

Business Trends

Our industry continues to navigate global macroeconomic challenges, including tariffs and shifting global trade policies;

changes in consumer purchasing and spending patterns;

supply chain pressures;

commodity cost volatility;

labor market issues;

and economic uncertainties amplified by increased regulatory activity.

Tariffs on China, Canada, Mexico, the European Union and other countries have and are expected to result in retaliatory measures on U.S.

goods, such as the 25% tariffs imposed by Canada on imports of certain U.S.

goods, and increase costs.

We are continuing to monitor the rapidly evolving tariff and global trade policies and are working with our suppliers to mitigate potential impacts on our business.

The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as recent legal challenges to the U.S.'s imposition of tariffs, negotiations between the U.S.

and affected countries, the responses of other countries or regions, exemptions that may be granted, availability and cost of alternative sources of supply and demand for our products in affected markets.

In addition, in light of recent actions by the United States Department of Health and Human Services, Food and Drug Administration (FDA) and states, we anticipate continued legislative and regulatory developments with respect to food ingredients, labeling and packaging at the state and federal levels, along with related changes in consumer expectations and behavior.

In April 2025, the FDA announced a series of actions aimed at phasing out all “petroleum-based synthetic dyes” from the nation’s food supply, and in May 2025, the Make America Healthy Again (MAHA) Commission published a report discussing factors contributing to chronic childhood disease including diet, environmental exposure, lack of physical activity and healthcare.

While the effects of all of these proposals remain uncertain at this time, we are continuing to monitor changes to laws and regulations that affect the food industry and evaluate their impact on our business and financial condition.

Through the third quarter, we experienced a moderate level of input cost inflation and other supply chain costs.

We anticipate continued supply chain productivity and benefits from cost savings initiatives to mitigate inflationary pressures and expect such benefits to offset incremental costs in 2025, excluding potential impacts of tariffs.

Our industry continues to navigate a dynamic operating and regulatory environment driven by commodity cost volatility, supply chain pressures, tariffs and shifting global trade policies, evolving consumer purchasing and spending patterns and other economic uncertainties.

Through the first quarter, we experienced significantly elevated input cost inflation and other supply chain costs, primarily driven by the impacts of tariffs.

We anticipate continued supply chain productivity and benefits from cost savings initiatives to mitigate some of these costs in 2026.

We expect consumer trends to continue to evolve and our volumes to improve over time;

however, economic pressures, including the challenges of persistent inflation and impacts of tariffs, may continue to negatively impact our volumes throughout 2025.

We will continue to evaluate the evolving macroeconomic environment to take action to mitigate the impact on our business, consolidated results of operations and financial condition.

however, shifting consumer behaviors may continue to negatively impact our volumes throughout 2026.

We will continue to evaluate the evolving macroeconomic environment and take actions to mitigate the impact on our business, consolidated results of operations and financial condition.

Summary of Results

This Summary of Results provides significant highlights from the discussion and analysis that follows.

• Net sales increased 4% in the quarter to $2.475 billion primarily due to the benefit from the acquisition of Sovos Brands and favorable volume/mix, partially offset by the impact of divestitures and lower net price realization.

The increase in volume/mix was partially related to the favorable timing of shipments this quarter.

• Net sales decreased 3% in the quarter to $2.677 billion primarily due to unfavorable volume/mix and the impact of divestitures, partially offset by favorable net price realization.

• Gross profit, as a percent of sales, was 29.6% in 2026 compared to 31.3% in the prior-year quarter.

The decrease was primarily due to the impact of cost inflation and other supply chain costs, mark-to-market adjustments on outstanding undesignated commodity hedges and unfavorable net price realization, partially offset by benefits from supply chain productivity improvements, the prior-year impact from a Sovos Brands acquisition date fair value adjustment for inventory and favorable volume/mix.

The decrease was primarily due to the impact of cost inflation and other supply chain costs and the gross impact of tariffs, partially offset by benefits from supply chain productivity improvements and favorable net price realization.

• Earnings per share were $.65 in 2026, compared to $.72 in the prior-year quarter.

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• We implemented several cost savings initiatives in recent years.

In the third quarter of 2025, we recorded Restructuring charges of $6 million and implementation costs and other related costs of $7 million in Cost of products sold, $7 million in Administrative expenses and $1 million in Research and development expenses related to these initiatives.

In the third quarter of 2024, we recorded implementation costs and other related costs of $13 million in Administrative expenses, $3 million in Cost of products sold, $1 million in Marketing and selling expenses, $1 million in Research and development expenses and a reduction to Restructuring charges of $3 million related to these initiatives.

Year-to-date in 2025, we recorded Restructuring charges of $17 million and implementation costs and other related costs of $26 million in Administrative expenses, $25 million in Cost of products sold, $3 million in Research and development expenses and $2 million in Marketing and selling expenses related to these initiatives.

Year-to-date in 2024, we recorded Restructuring charges of $1 million and implementation costs and other related costs of $47 million in Administrative expenses, $9 million in Cost of products sold, $4 million in Marketing and selling expenses and $3 million in Research and development expenses related to these initiatives.

In the first quarter of 2026, we recorded Restructuring charges of $3 million and implementation costs and other related costs of $8 million in Administrative expenses and $7 million in Cost of products sold related to these initiatives.

In the first quarter of 2025, we recorded Restructuring charges of $6 million and implementation costs and other related costs of $11 million in Administrative expenses, $8 million in Cost of products sold, $1 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives.

In the second quarter of 2024, we began implementation of an optimization initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network.

In the third quarter of 2025, we recognized $9 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative.

In the third quarter of 2024, we recognized $5 million in Marketing and selling expenses related to this initiative.

Year-to-date in 2025, we recognized $17 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative.

In the third quarter of 2025, the total aggregate impact related to the cost savings and optimization initiatives was $31 million ($24 million after tax, or $.08 per share).

In the third quarter of 2024, the total aggregate impact related to the cost savings and optimization initiatives was $20 million ($15 million after tax, or $.05 per share).

Year-to-date in 2025, the total aggregate impact related to the cost savings and optimization initiatives was $91 million ($70 million after tax, or $.23 per share).

Year-to-date in 2024, the total aggregate impact related to the cost savings and optimization initiatives was $69 million ($52 million after tax, or $.17 per share).

In the first quarter of 2026, we recognized $16 million in Marketing and selling expenses related to this initiative.

In the first quarter of 2025, we recognized $8 million in Marketing and selling expenses related to this initiative.

In the first quarter of 2026, the total aggregate impact related to the cost savings and optimization initiatives was $34 million ($26 million after tax, or $.09 per share).

In the first quarter of 2025, the total aggregate impact related to the cost savings and optimization initiatives was $35 million ($27 million after tax, or $.09 per share).

See Note 7 to the Consolidated Financial Statements and "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information;

• In the third quarter of 2025, we recognized losses in Cost of products sold of $10 million ($7 million after tax, or $.02 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

In the third quarter of 2024, we recognized gains in Cost of products sold of $13 million ($10 million after tax, or $.03 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

Year-to-date in 2025, we recognized gains in Cost of products sold of $8 million ($6 million after tax, or $.02 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

Year-to-date in 2024, we recognized gains in Cost of products sold of $5 million ($4 million after tax, or $.01 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges;

• In the third quarter of 2025 and 2024, we recorded accelerated amortization expense in Other expenses / (income) of $6 million ($5 million after tax, or $.02 per share) related to customer relationship intangible assets due to the loss of certain contract manufacturing customers, which began in the fourth quarter of 2023.

Year-to-date in 2025 and 2024, we recorded accelerated amortization expense in Other expenses / (income) of $20 million ($15 million after tax, or $.05 per share);

• In the third quarter of 2025, the company performed an interim impairment assessment on the Snyder's of Hanover trademark within the Snacks segment and recognized an impairment charge of $150 million ($112 million after tax, or $.37 per share) on the trademark.

In 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," and recognized an impairment charge of $15 million on the trademarks.

In the second quarter of 2025, we performed an interim impairment assessment on the Late July trademark within our Snacks segment and recognized an impairment charge of $11 million on the trademark.

In the second quarter of 2025, the total aggregate impact of the impairment charges was $26 million ($19 million after tax, or $.06 per share).

Year-to-date in 2025, the total aggregate impact of the impairment charges was $176 million ($131 million after tax, or $.44 per share).

The charges were included in Other expenses / (income);

• In the third quarter of 2025, we completed the sale of our noosa yoghurt business.

In the second quarter of 2025, we recorded $15 million ($.05 per share) of tax expense related to the sale.

Year-to-date in 2025, we recorded an after-tax loss of $15 million ($.05 per share) on the sale of the business, which is subject to the finalization of certain purchase price adjustments.

• In the first quarter of 2026, we recognized losses in Cost of products sold of $2 million ($2 million after tax, or $.01 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

In the first quarter of 2025, we recognized gains in Cost of products sold of $4 million ($3 million after tax, or $.01 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges;

• In the first quarter of 2026, we recorded litigation expenses in Administrative expenses of $10 million ($7 million after tax, or $.02 per share) related to the Plum baby food and snacks business (Plum), which was divested on May 3, 2021, and certain other litigation matters.

In the first quarter of 2025, we recorded litigation expenses in Administrative expenses of $1 million ($1 million after tax) related to Plum and certain other litigation matters;

• In the first quarter of 2026 and 2025, we recognized insurance recoveries in Administrative expenses of $1 million ($1 million after tax) related to a cybersecurity incident that was identified in the fourth quarter of 2023;

• In the first quarter of 2026, we recognized costs associated with a pending acquisition in Other expenses / (income) of $2 million ($2 million after tax, or $.01 per share);

• In the first quarter of 2025, we recognized an actuarial loss in Other expenses / (income) of $2 million ($1 million after tax) related to an interim remeasurement of our postretirement plan due to a plan amendment;

• In the first quarter of 2025, we recorded accelerated amortization expense in Other expenses / (income) of $7 million ($5 million after tax, or $.02 per share) related to customer relationship intangible assets due to the loss of certain contract manufacturing customers, which began in the fourth quarter of 2023;

• In the first quarter of 2025, we recorded a loss in Other expenses / (income) of $25 million ($19 million after tax, or $.06 per share) on the sale of our Pop Secret popcorn business.

Year-to-date in 2025, the total aggregate impact of charges associated with divestitures was $25 million ($34 million after tax, or $.11 per share);

• In the third quarter of 2025, we recorded litigation expenses in Administrative expenses of $4 million ($4 million after tax, or $.01 per share) related to the Plum baby food and snacks business (Plum), which was divested on May 3, 2021, and certain other litigation matters.

Year-to-date in 2025, we recorded litigation expenses in Administrative expenses of $6 million ($6 million after tax, or $.02 per share) related to Plum and certain other litigation matters.

Year-to-date in 2024, we recorded litigation expenses in Administrative expenses of $3 million ($3 million after tax, or $.01 per share) related to Plum;

• Year-to-date in 2025, we recognized insurance recoveries in Administrative expenses of $1 million ($1 million after tax) related to a cybersecurity incident that was identified in the fourth quarter of 2023.

Year-to-date in 2024, we recorded costs of $2 million in Cost of products sold and $1 million in Administrative expenses (aggregate impact of $2 million after tax, or $.01 per share) related to the cybersecurity incident;

• Year-to-date in 2025, we recognized an actuarial loss in Other expenses / (income) of $2 million ($1 million after tax) related to an interim remeasurement of our postretirement plan due to a plan amendment;

• In the first quarter of 2024, we announced our intent to acquire Sovos Brands and on March 12, 2024, the acquisition closed.

In the third quarter of 2024, we incurred $93 million of costs associated with the acquisition, of which $16 million was recorded in Restructuring charges, $39 million in Administrative expenses, $16 million in Other expenses / (income), $2 million in Marketing and selling expenses, $2 million in Research and development expenses and $18 million in Cost of products sold, of which $17 million was associated with the acquisition date fair value adjustment for inventory.

We also recorded costs of $2 million in Interest expense related to costs associated with the Delayed Draw Term Loan Credit Agreement (the 2024 DDTL Credit Agreement) used to fund the acquisition.

The aggregate impact was $95 million, $81 million after tax, or $.27 per share.

Year-to-date in 2024, we incurred $114 million of costs associated with the acquisition, of which $16 million was recorded to Restructuring charges, $39 million in Administrative expenses, $35 million in Other expenses / (income), $2 million in Marketing and selling expenses, $2 million in Research and development expenses, $18 million in Cost of products sold and $2 million in Interest expense.

The aggregate after-tax impact was $98 million, or $.33 per share.

The items impacting comparability are summarized below:

Three Months Ended

April 27, 2025 April 28, 2024

November 2, 2025 October 27, 2024

(Millions, except per share amounts) Earnings

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Commodity mark-to-market gains (losses) (2) (.01) 3 .01

Accelerated amortization (5) (.02) (5) (.02)

Impairment charges (112) (.37) — —

Certain litigation expenses (7) (.02) (1) —

Cybersecurity incident recoveries 1 — 1 —

Costs associated with acquisition (2) (.01) — —

Postretirement actuarial losses — — (1) —

Accelerated amortization — — (5) (.02)

Charges associated with divestiture — — (19) (.06)

Impact of items on Net earnings (1)

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(1) Sum of the individual amounts may not add due to rounding.

Nine Months Ended

April 27, 2025 April 28, 2024

(Millions, except per share amounts) Earnings

Net earnings attributable to The Campbell's Company $ 457 $ 1.52 $ 570 $ 1.91

Costs associated with cost savings and optimization initiatives $ (70) $ (.23) $ (52) $ (.17)

Commodity mark-to-market gains 6 .02 4 .01

Accelerated amortization (15) (.05) (15) (.05)

Impairment charges (131) (.44) — —

Charges associated with divestitures (34) (.11) — —

Certain litigation expenses (6) (.02) (3) (.01)

Cybersecurity incident recoveries (costs) 1 — (2) (.01)

Postretirement actuarial losses (1) — — —

Costs associated with acquisition — — (98) (.33)

Impact of items on Net earnings $ (250) $ (.83) $ (166) $ (.56)

Net earnings attributable to The Campbell's Company were $194 million ($.65 per share) in the current quarter, compared to $218 million ($.72 per share) in the year-ago quarter.

After adjusting for items impacting comparability, earnings decreased primarily due to higher interest expense and higher marketing and selling expenses, partially offset by lower administrative expenses.

Net earnings attributable to The Campbell's Company were $457 million ($1.52 per share) in the nine-month period this year, compared to $570 million ($1.91 per share) in the year-ago period.

THIRD-QUARTER DISCUSSION AND ANALYSIS

After adjusting for items impacting comparability, earnings decreased primarily due to lower gross profit, partially offset by lower administrative expenses and lower marketing and selling expenses.

The estimated net impact of tariffs was approximately $.04 per share in the current quarter.

The negative impact from divestitures was approximately $.01 per share in the current quarter.

FIRST-QUARTER DISCUSSION AND ANALYSIS

An analysis of net sales by reportable segment follows:

Three Months Ended

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

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

Meals & Beverages $ 1,665 $ 1,739 (4)

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Divestitures (3) (1) (2)

Acquisition 12 — 6

(4)% (2)% (3)%

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(1) Includes revenue reductions from trade promotion and consumer coupon redemption programs.

(2) Sum of the individual amounts does not add due to rounding.

In Meals & Beverages, sales increased 15%, primarily due to a 12-point benefit from the acquisition of Sovos Brands.

Excluding the benefit from the acquisition of Sovos Brands and the impact from the divestiture of the noosa yoghurt business, sales increased primarily due to gains in U.S.

soup, Rao's pasta sauces and Canada, partially related to the favorable timing of shipments.

Sales of Rao's pasta sauces increased due primarily to the timing of shipments related to the implementation of our

existing SAP enterprise-resource planning system for Sovos Brands.

Favorable volume/mix was partially offset by lower net price realization.

In Meals & Beverages, sales decreased 4%.

Excluding the impact from the divestiture of the noosa yoghurt business, sales decreased primarily due to declines in U.S.

soup, Canada, SpaghettiOs, Pace Mexican sauces and V8 beverages, partially offset by gains in Rao's .

Unfavorable volume/mix was partially offset by favorable net price realization.

Sales of U.S.

soup increased 7% primarily due to increases in condensed soups, broth and ready-to-serve soups.

soup decreased 2% primarily due to decreases in ready-to-serve soups and condensed soups, partially offset by increases in broth.

In Snacks, sales decreased 2%.

Excluding the impact from the divestiture of the Pop Secret popcorn business, sales decreased due to declines in Goldfish crackers, third-party partner brands and contract manufacturing, Snyder's of Hanover pretzels, Late July snacks and Lance sandwich crackers.

Sales were impacted by volume/mix declines and neutral net price realization.

Excluding the impact from the divestiture of the Pop Secret popcorn business, sales decreased primarily due to declines in third-party partner brands and contract manufacturing, Snyder's of Hanover pretzels,

fresh bakery, Goldfish crackers and Cape Cod potato chips, partially offset by gains in Pepperidge Farm cookies.

Sales were impacted by volume/mix declines, partially offset by favorable net price realization.

Gross profit, defined as Net sales less Cost of products sold, decreased by $75 million in 2026 from 2025.

As a percent of sales, gross profit was 29.4% in 2025 and 30.9% in 2024.

As a percent of sales, gross profit declined to 29.6% in 2026 from 31.3% in 2025, due in part to the negative impact of tariffs.

The 170 basis-point decrease in gross profit margin was due to the following factors:

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Cost inflation, supply chain costs and other factors (1)

Net price realization (80)

Higher costs associated with cost savings initiatives (20)

Productivity improvements 130

Impact of acquisition (2)

Volume/mix (2)

Productivity improvements 270

Net price realization 90

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(1) Includes an estimated positive margin impact of 60 basis points from the benefit of cost savings initiatives, which was more than offset by cost inflation and other factors, including a 90 basis-point negative impact from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

(2) Prior year included a negative margin impact of 70 basis points from a Sovos Brands acquisition date fair value adjustment for inventory.

(1) Includes an estimated negative margin impact of 200 basis points from the gross impact of tariffs, a negative margin impact of 20 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges, partially offset by a positive margin impact of 20 basis points from the benefit of cost savings initiatives.

(2) Includes the impact of operating leverage.

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were 8.7% in 2025 and 2024.

Marketing and selling expenses as a percent of sales were 9.5% in 2026 compared to 9.0% in 2025.

Marketing and selling expenses increased 1% in 2026 from 2025.

The increase was primarily due to the impact of the acquisition (approximately 5 points).

The increase was primarily due to higher costs associated with costs savings and optimization initiatives (approximately 3 points) and higher marketing expenses (approximately 2 points), partially offset by lower selling expenses (approximately 2 points);

increased benefits from cost savings initiatives (approximately 1 point) and lower incentive compensation (approximately 1 point).

Administrative Expenses

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Administrative expenses decreased 5% in 2026 from 2025.

The decrease was primarily due to costs associated with the acquisition in the prior year (approximately 19 points);

increased benefits from cost savings initiatives (approximately 9 points) and lower costs associated with cost savings initiatives (approximately 2 points), partially offset by higher general administrative costs and inflation (approximately 5 points) and the impact of the acquisition (approximately 2 points).

The decrease was primarily due to increased benefits from cost savings initiatives (approximately 3 points);

lower incentive compensation (approximately 3 points);

lower benefit-related costs (approximately 2 points) and lower costs associated with cost savings initiatives (approximately 2 points), partially offset by higher certain litigation expenses (approximately 5 points).

Other Expenses / (Income)

Other expenses were $9 million in 2026 compared to $43 million in 2025.

Other expenses in 2025 included an impairment charge related to the Snyder's of Hanover trademark of $150 million and accelerated amortization expense of $6 million.

Other expenses in 2024 included costs associated with the acquisition of $16 million and accelerated amortization expense of $6 million.

Other expenses in 2026 included costs associated with a pending acquisition of $2 million.

Other expenses in 2025 included a loss of $25 million on the sale of the Pop Secret popcorn business, accelerated amortization expense of $7 million and a postretirement actuarial loss of $2 million.

Operating Earnings

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Three Months Ended

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

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

Meals & Beverages $ 297 $ 343 (13)

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(1) See Note 7 to the Consolidated Financial Statements for additional information on restructuring charges.

Operating earnings from Meals & Beverages increased 8%.

The increase was primarily due to the benefit of the acquisition of Sovos Brands, partially offset by a decline in the base business.

Operating earnings from Meals & Beverages decreased 13%.

The decrease was primarily due to lower gross profit and the impact of the divestiture.

Gross profit margin decreased primarily due to the gross impact of tariffs, cost inflation and other

supply chain costs and unfavorable volume/mix, partially offset by supply chain productivity improvements and favorable net price realization.

Operating earnings from Snacks decreased 10%.

The decrease was primarily due to lower gross profit, partially offset by lower administrative expenses.

The decrease was primarily due to lower gross profit.

Gross profit margin decreased primarily due to cost inflation and other supply chain costs, the gross impact of tariffs and unfavorable volume/mix, partially offset by supply chain productivity improvements, favorable net price realization and benefits from cost savings initiatives.

Corporate expense in 2026 included the following:

• $150 million of an impairment charge related to the Snyder's of Hanover trademark;

• costs of $31 million related to costs savings and optimization initiatives;

• $10 million of unrealized mark-to-market losses on outstanding undesignated commodity hedges;

• $6 million of accelerated amortization expense;

• $10 million of certain litigation expenses, including expenses related to Plum;

• $2 million of unrealized mark-to-market losses on outstanding undesignated commodity hedges;

• $2 million of costs associated with a pending acquisition;

• $1 million of insurance recoveries related to a cybersecurity incident.

Corporate expense in 2025 included the following:

• $77 million of costs associated with the acquisition of Sovos Brands;

• costs of $29 million related to cost savings and optimization initiatives;

• $6 million of accelerated amortization expense;

• $13 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges.

Interest Expense

Interest expense of $85 million in 2025 increased from $70 million in 2024 primarily due to higher levels of debt and higher average interest rates on the debt portfolio.

Taxes on Earnings

The effective tax rate was 18.5% in 2025 and 26.9% in 2024.

The decrease in the effective tax rate was primarily due to the items impacting comparability, including nondeductible costs associated with the acquisition of Sovos Brands in the year-ago quarter and the timing of recognition of tax expense related to the impairment charge.

NINE-MONTH DISCUSSION AND ANALYSIS

An analysis of net sales by reportable segment follows:

Nine Months Ended

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

Meals & Beverages $ 4,848 $ 4,058 19

Snacks 3,084 3,285 (6)

$ 7,932 $ 7,343 8

An analysis of percent change of net sales by reportable segment follows:

Meals & Beverages Snacks (2)

Volume/mix 3% (3)% —%

Net price realization (1)

Divestitures (1) (3) (1)

Acquisition 19 — 11

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(1) Includes revenue reductions from trade promotion and consumer coupon redemption programs.

(2) Sum of the individual amounts does not add due to rounding.

In Meals & Beverages, sales increased 19%, primarily due to a 19-point benefit from the acquisition of Sovos Brands.

Excluding the benefit from the Sovos Brands acquisition and the impact from the divestiture of the noosa yoghurt business, sales increased primarily due to gains in Rao's pasta sauces, foodservice and Canada, partially offset by declines in SpaghettiOs .

Sales of Rao's pasta sauces increased due primarily to the timing of shipments related to the implementation of our existing SAP enterprise-resource planning system for Sovos Brands.

Favorable volume/mix was partially offset by lower net price realization.

Sales of U.S.

soup were comparable with prior year as decreases in ready-to-serve soups and condensed soups were offset by increases in broth.

In Snacks, sales decreased 6%.

Excluding the impact from the divestiture of the Pop Secret popcorn business, sales decreased due to declines in third-party partner brands and contract manufacturing, Goldfish crackers, Snyder's of Hanover pretzels, Pepperidge Farm cookies, Kettle Brand potato chips, Late July snacks and Lance sandwich crackers.

Sales were impacted by volume/mix declines and lower net price realization.

Gross profit, defined as Net sales less Cost of products sold, increased by $118 million in 2025 from 2024.

As a percent of sales, gross profit was 30.4% in 2025 and 31.3% in 2024.

The 90 basis-point decrease in gross profit margin was due to the following factors:

Margin Impact

Cost inflation, supply chain costs and other factors (1)

Net price realization (100)

Higher costs associated with cost savings initiatives (20)

Impact of acquisition (2)

Productivity improvements 140

Volume/mix (3)

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(1) Includes an estimated positive margin impact of 50 basis points from the benefit of cost savings initiatives, which was more than offset by cost inflation and other factors.

(2) Prior year included a negative margin impact of 20 basis points from a Sovos Brands acquisition date fair value adjustment for inventory.

(3) Includes the impact of operating leverage.

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were 9.1% in 2025 compared to 8.8% in 2024.

Marketing and selling expenses increased 12% in 2025 from 2024.

The increase was primarily due to the impact of the acquisition (approximately 9 points);

higher advertising and consumer promotion expense (approximately 2 points) and higher costs related to cost savings and optimization initiatives (approximately 2 points).

The increase in advertising and consumer promotion expense was driven by Meals & Beverages and Snacks.

Administrative Expenses

Administrative expenses as a percent of sales were 6.3% in 2025 compared to 7.6% in 2024.

Administrative expenses decreased 10% in 2025 from 2024.

The decrease was primarily due to costs associated with the acquisition in the prior year (approximately 7 points);

increased benefits from cost savings initiatives (approximately 7 points);

lower costs related to cost

savings initiatives (approximately 4 points);

lower benefit-related costs (approximately 1 point) and lower incentive compensation (approximately 1 point), partially offset by higher general administrative costs and inflation (approximately 6 points) and the impact of the acquisition (approximately 4 points).

Other Expenses / (Income)

Other expenses were $244 million in 2025 compared to $80 million in 2024.

Other expenses in 2025 included impairment charges related to the Snyder's of Hanover , Allied brands and Late July trademarks of $176 million, a loss of $25 million on the sale of the Pop Secret popcorn business, accelerated amortization expense of $20 million and a postretirement actuarial loss of $2 million.

Other expenses in 2024 included costs associated with the acquisition of $35 million and accelerated amortization expense of $20 million.

Operating Earnings

Segment operating earnings increased 2% in 2025 from 2024.

An analysis of operating earnings by segment follows:

Nine Months Ended

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

Meals & Beverages $ 876 $ 763 15

Snacks 401 489 (18)

1,277 1,252 2

Corporate income (expense) (405) (312)

Restructuring charges (1)

Earnings before interest and taxes $ 855 $ 923

__________________________________________

(1) See Note 8 to the Consolidated Financial Statements for additional information on restructuring charges.

Operating earnings from Meals & Beverages increased 15%.

The increase was primarily due to the benefit of the acquisition of Sovos Brands.

Operating earnings from Snacks decreased 18%.

The decrease was primarily due to lower gross profit and higher marketing and selling expenses, partially offset by lower administrative expenses.

Gross profit decreased primarily due to the impact of cost inflation and other supply chain costs, unfavorable volume/mix and unfavorable net price realization, partially offset by supply chain productivity improvements and benefits from cost savings initiatives.

Corporate expense in 2025 included the following:

• $176 million of impairment charges related to the Snyder's of Hanover , Allied brands and Late July trademarks;

• costs of $74 million related to costs savings and optimization initiatives;

• $25 million loss on the sale of the Pop Secret popcorn business;

• $7 million of accelerated amortization expense;

• $6 million of certain litigation expenses, including expenses related to Plum;

• $2 million postretirement actuarial loss;

• $1 million of certain litigation expenses, including expenses related to Plum;

• $4 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges;

• $1 million of insurance recoveries related to a cybersecurity incident.

Corporate expense in 2024 included the following:

• $96 million of costs associated with the acquisition of Sovos Brands;

• costs of $68 million related to cost savings and optimization initiatives;

• $20 million of accelerated amortization expense;

• $3 million of Plum litigation expenses;

• $3 million of costs associated with a cybersecurity incident;

• $5 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges.

Interest Expense

Interest expense of $260 million in 2025 increased from $165 million in 2024 primarily due to higher levels of debt and higher average interest rates on the debt portfolio.

Interest expense of $81 million in 2026 decreased from $87 million in 2025 primarily due to lower levels of debt.

Taxes on Earnings

The effective tax rate was 24.2% in 2026 and 23.2% in 2025.

The effective tax rate was comparable primarily due to $15 million of tax expense related to the sale of the noosa yoghurt business, offset by nondeductible costs associated with the acquisition of Sovos Brands in the prior year and excess tax benefits associated with the vesting of stock-based compensation awards in the current year.

The increase in the effective tax rate was primarily due to excess tax benefits in the prior year and shortfalls in the current year associated with the vesting of stock-based compensation awards, partially offset by the favorable resolution of certain state tax m atters in the current year.

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 fiscal 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, except per share amounts)

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

Aggregate after-tax impact $ 11 $ 48

Per share impact $ .04 $ .16

A summary of the pre-tax costs associated with these 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, and we generated total pre-tax savings of approximately $950 million.

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 to the Consolidated Financial Statements 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 and generated pre-tax savings of $10 million.

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, Inc.

(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, except per share amounts) 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, except per share amounts) 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.

We expect the initiatives, once all phases are implemented, to generate annual ongoing savings of approximately $375 million by the end of 2028.

As of April 27, 2025, we have generated total program-to-date pre-tax savings of $110 million.

As of November 2, 2025, we have generated total program-to-date pre-tax savings of $160 million.

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.

LIQUIDITY AND CAPITAL RESOURCES

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We generated cash flows from operations of $224 million in 2026, compared to $225 million in 2025.

The decline in 2025 was primarily due to changes in working capital.

We had negative working capital of $623 million as of April 27, 2025, and $1.386 billion as of July 28, 2024.

The decline in 2026 was primarily due to lower cash earnings mostly offset by changes in working capital.

We had negative working capital of $567 million as of November 2, 2025, and $674 million as of August 3, 2025.

Current assets were less than current liabilities, which included debt maturing in one year, due to a focus on lowering core working capital requirements.

Total debt maturing within one year was $799 million as of April 27, 2025, and $1.423 billion as of July 28, 2024.

Total debt maturing within one year was $874 million as of November 2, 2025, and $762 million as of August 3, 2025.

We have $400 million aggregate principal amount of senior notes maturing in March 2026 that we expect to repay and/or refinance using available resources, which may include cash on hand, accessing the capital markets, commercial paper and/or revolving credit facility.

As part of our focus to lower core working capital requirements, we have worked with our suppliers to optimize our terms and conditions, including the extension of payment terms.

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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 approximately $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 approximately $264 million at November 2, 2025 and $240 million at August 3, 2025.

Investing Activities

Capital expenditures were $127 million in 2026 and $110 million in 2025.

Capital expenditures in 2025 included chip and cracker capacity expansion for our Snacks business, network optimization for our Meals & Beverages business and enhancements to our headquarters in Camden, New Jersey.

Capital expenditures in 2026 included network optimization for our Meals & Beverages business, information technology projects and wastewater initiatives.

Capital expenditures are expected to total approximately $370 million in 2026.

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The purchase and sale proceeds of the routes are reflected in investing activities.

On August 26, 2024, we sold our Pop Secret popcorn business for $70 million and on February 24, 2025, we sold the noosa yoghurt business for $188 million, subject to certain customary purchase price adjustments.

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

Cash consideration was $2.857 billion.

The acquisition was funded through the 2024 DDTL Credit Agreement of $2 billion and cash on hand.

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

On February 24, 2025, we sold the noosa yoghurt business for $188 million, subject to certain customary purchase price adjustments, which resulted in $5 million of additional proceeds in the first quarter of 2026.

Financing Activities

Dividend payments were $120 million in 2026 and $116 million in 2025.

The regular quarterly dividend paid on our capital stock was $.39 and $.37 per share in the third quarter of 2025 and 2024, respectively.

On February 26, 2025, the Board of Directors declared a regular quarterly dividend of $.39 per share payable on April 28, 2025 to shareholders of record at the close of business on April 3, 2025.

On May 13, 2025, the Board of Directors declared a regular quarterly dividend of $.39 per share payable on August 4, 2025 to shareholders of record at the close of business on July 3, 2025.

The regular quarterly dividend paid on our capital stock was $.39 and $.37 per share in the first quarter of 2026 and 2025, respectively.

On September 17, 2025, the Board of Directors declared a regular quarterly dividend of $.39 per share payable on November 3, 2025 to shareholders of record at the close of business on October 2, 2025.

On November 18, 2025, the Board of Directors declared a regular quarterly dividend of $.39 per share payable on February 2, 2026 to shareholders of record at the close of business on January 8, 2026.

In September 2021, the Board approved a strategic share repurchase program of up to $500 million (September 2021 program).

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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.

See Note 13 to the Consolidated Financial Statements and “Unregistered Sales of Equity Securities and Use of Proceeds” for additional information.

On October 10, 2023, we entered into the 2024 DDTL Credit Agreement totaling up to $2 billion scheduled to mature on October 8, 2024.

Loans under the 2024 DDTL Credit Agreement bear interest at the rates specified in the 2024 DDTL Credit Agreement, which vary based on the type of loan and certain other conditions.

The 2024 DDTL Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense (as each is defined in the 2024 DDTL Credit Agreement) of not less than 3.25:1.00, and events of default for credit facilities of this type.

The proceeds of the loans under the 2024 DDTL Credit Agreement could only be used in connection with the acquisition of Sovos Brands and the payment of fees and expenses incurred in connection therewith.

On March 12, 2024, we borrowed $2 billion under the 2024 DDTL Credit Agreement and used the proceeds in order to fund the acquisition of Sovos Brands, along with the fees and expenses incurred in connection therewith.

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

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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 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.

On March 19, 2024, pursuant to the registration statement, we issued senior unsecured notes of $2.5 billion, consisting of:

• $400 million aggregate principal amount of notes bearing interest at a fixed rate of 5.30% per annum, due March 20, 2026, with interest payable semi-annually on each of March 20 and September 20 commencing September 20, 2024;

• $500 million aggregate principal amount of notes bearing interest at a fixed rate of 5.20% per annum, due March 19, 2027, with interest payable semi-annually on each of March 19 and September 19 commencing September 19, 2024;

• $600 million aggregate principal amount of notes bearing interest at a fixed rate of 5.20% per annum, due March 21, 2029, with interest payable semi-annually on each of March 21 and September 21 commencing September 21, 2024;

• $1 billion aggregate principal amount of notes bearing interest at a fixed rate of 5.40% per annum, due March 21, 2034, with interest payable semi-annually on each of March 21 and September 21 commencing September 21, 2024.

The notes contain customary covenants and events of default.

We used the net proceeds from the sale of the notes to repay the $2 billion of outstanding borrowings under the 2024 DDTL Credit Agreement used to fund the Sovos Brands acquisition, including fees and expenses in connection therewith, and the remainder of the net proceeds to repay commercial paper.

On April 5, 2024, we repaid $100 million of the $500 million outstanding under the 2022 DDTL Credit Agreement due November 15, 2025.

As of April 27, 2025, we had $799 million of short-term borrowings due within one year, of which $370 million was comprised of commercial paper borrowings.

As of April 27, 2025, we issued $27 million of standby letters of credit.

As of November 2, 2025, we had $874 million of short-term borrowings due within one year, of which $447 million was comprised of commercial paper borrowings.

As of November 2, 2025, we issued $27 million of standby letters of credit.

On April 16, 2024, we entered into a Five-Year Credit Agreement for an unsecured, senior revolving credit facility (the 2024 Revolving Credit Facility Agreement) in an aggregate principal amount equal to $1.85 billion with a maturity date of April 16, 2029 or such later date as extended pursuant to the terms set forth in the 2024 Revolving Credit Facility Agreement.

The 2024 Revolving Credit Facility Agreement remained unused at April 27, 2025, except for $1 million of standby letters of credit that we issued under it.

On August 5, 2025, we entered into an Extension Agreement to extend the maturity date of the 2024 Revolving Credit Facility Agreement by one year from April 16, 2029 to April 16, 2030.

The 2024 Revolving Credit Facility Agreement remained unused at November 2, 2025, except for $1 million of standby letters of credit that we issued under it.

We may increase the 2024 Revolving Credit Facility Agreement commitments up to an additional $500 million, subject to the satisfaction of certain conditions.

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We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States.

The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses

during the periods presented.

Actual results could differ from those estimates and assumptions.

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended July 28, 2024 (2024 Annual Report on Form 10-K).

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended August 3, 2025 (2025 Annual Report on Form 10-K).

The accounting policies we used in preparing these financial statements are substantially consistent with those we applied in our 2025 Annual Report on Form 10-K.

The following areas all require the use of subjective or complex judgments, estimates or assumptions:

trade and consumer promotion programs;

the valuation of long-lived assets;

pension and postretirement benefits and income taxes.

Our critical accounting estimates are described in Management’s Discussion and Analysis included in the 2025 Annual Report on Form 10‑K.

Valuation of long-lived assets — The valuation of long-lived assets is an area that requires the use of subjective or complex judgments, estimates and assumptions.

Goodwill and intangible assets deemed to have indefinite lives are not amortized but rather are tested at least annually in the fourth quarter for impairment, or more often if events or changes in circumstances indicate that the carrying amount of the asset may be impaired.

Second Quarter Assessment

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.

Third Quarter Assessment

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.

As of April 27, 2025, the carrying value of indefinite-lived trademarks was $3.678 billion as detailed below:

Rao's $ 1,470

Snyder's of Hanover 470

Kettle Brand 318

Pacific Foods 280

Various other Snacks (1)

Total $ 3,678

_____________________________________

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

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

Holding all other assumptions used in the acquisition valuation measurement constant, changes in the assumptions below would reduce the fair value of this trademark and result in impairment charges of approximately:

(Millions) Rao's

1% increase in the weighted-average cost of capital $ 215

1% reduction in revenue growth $ 95

1% decrease in royalty rate $ 155

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.

Although assumptions are generally interdependent and do not change in isolation, sensitivities to changes are provided below.

Holding all other assumptions in our impairment assessments constant, changes in the assumptions below would reduce fair value of trademarks and result in impairment charges of approximately:

(Millions) Snyder's of Hanover (1)

Pacific Foods (2)

Allied brands (1)

Late July (1)

1% increase in the weighted-average cost of capital $ 80 $ 10 $ 40 $ 5 $ 10

1% reduction in revenue growth $ 35 $ — $ 15 $ 5 $ 5

1% decrease in royalty rate $ 60 $ 5 $ 45 $ 10 $ 25

____________________________________

(1) Based on 2025 interim impairment testing.

(2) Based on 2024 annual impairment testing.

While the 1% changes in assumptions would not result in impairment charges on our other trademarks, some changes would reduce the excess coverage of fair value over carrying value to less than 10% for the Cape Cod trademark.

The estimates of future cash flows used in impairment testing are made at a point in time, involve considerable management judgment, and are based upon assumptions about expected future operating performance, assumed royalty rates, economic conditions, market conditions and cost of capital.

Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets.

The actual cash flows could differ materially from management’s estimates due to changes in business conditions, operating performance and economic conditions, including the potential impact of tariffs.

If our assumptions change or market conditions decline, potential impairment charges could result.

RECENT ACCOUNTING PRONOUNCEMENTS

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These forward-looking statements reflect our current expectations regarding our future results of operations, economic performance, financial condition and achievements.

These forward-looking statements can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "pursue," "strategy," "target," "will" and similar expressions.

These forward-looking statements can be identified by words such as

"anticipate," "believe," "estimate," "expect," "intend," "plan," "pursue," "strategy," "target," "will" and similar expressions.

One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts, and may reflect anticipated cost savings or implementation of our strategic plan.

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We wish to caution the reader that the following important factors and those important factors described in our other Securities and Exchange Commission filings, or in our 2025 Annual Report on Form 10-K, could affect our actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, us:

• declines or volatility in financial markets, deteriorating economic conditions and other external factors, including the impact and application of new or changes to existing governmental laws, regulations, and policies;

• the risks associated with imposed and threatened tariffs by the U.S.

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• disruptions in or inefficiencies to our supply chain and/or operations, including reliance on key contract manufacturer and supplier relationships;

• our ability to execute on and realize the expected benefits from our strategy, including growing sales in snacks and growing/maintaining our market share position in soup;

• our ability to execute on and realize the expected benefits from our strategy, including sales growth in and/or maintenance of our market share position in snacks, soups, sauces and beverages;

• the impact of strong competitive responses to our efforts to leverage brand power with product innovation, promotional programs and new advertising;

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• changes in consumer demand for our products and favorable perception of our brands;

• the risk that the cost savings and any other synergies from the Sovos Brands transaction may not be fully realized or may take longer or cost more to be realized than expected, including that the Sovos Brands transaction may not be accretive within the expected timeframe or the extent anticipated;

• the risks related to the La Regina transaction, including that the conditions to the completion of the transaction may not be satisfied, any regulatory approvals required for the transaction may not be obtained on the schedule or terms expected, the closing of the transaction may not occur or be delayed, and benefits from the transaction may not be fully realized or may take longer or cost more to be realized than expected;

• our ability to realize projected cost savings and benefits from cost savings initiatives and the integration of recent acquisitions;

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis