What changed in this filing

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Item 1. Financial Statements

2026-03-11 compared with 2025-12-09 · 263 added, 138 removed, 686 unchanged (37% of the section changed)

3 unchanged sentences

(millions, except per share amounts)

Three Months Ended

November 2, 2025 October 27, 2024

Three Months Ended Six Months Ended

February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Net sales $ 2,564 $ 2,685 $ 5,241 $ 5,457

25 unchanged sentences

Three Months Ended

November 2, 2025 October 27, 2024

February 1, 2026 January 26, 2025

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

13 unchanged sentences

Total comprehensive income (loss) attributable to The Campbell's Company $ 148 $ 170

Six Months Ended

February 1, 2026 January 26, 2025

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

Net earnings (loss) $ 339 $ 391

Other comprehensive income (loss):

Foreign currency translation:

Foreign currency translation adjustments $ 3 $ — 3 $ ( 7 ) $ — ( 7 )

Cash-flow hedges:

Unrealized gains (losses) arising during the period ( 1 ) — ( 1 ) 3 — 3

Reclassification adjustment for losses (gains) included in net earnings 3 ( 1 ) 2 — — —

Pension and other postretirement benefits:

Prior service credit arising during the period — — — 7 ( 2 ) 5

Reclassification of prior service credit included in net earnings — — — — — —

Other comprehensive income (loss) $ 5 $ ( 1 ) 4 $ 3 $ ( 2 ) 1

Total comprehensive income (loss) $ 343 $ 392

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

Total comprehensive income (loss) attributable to The Campbell's Company $ 343 $ 392

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

(millions, except per share amounts)

November 2, 2025 August 3, 2025

February 1, 2026 August 3, 2025

Current assets

38 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

November 2, 2025 October 27, 2024

Six Months Ended

February 1, 2026 January 26, 2025

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net earnings to operating cash flow

Impairment charges — 26

Restructuring charges 6 11

43 unchanged sentences

Shares Amount Shares Amount

Balance at October 27, 2024

323 $ 12 ( 25 ) $ ( 1,210 ) $ 393 $ 4,660 $ ( 13 ) $ 2 $ 3,844

Net earnings (loss) 173 — 173

Other comprehensive income (loss) ( 3 ) — ( 3 )

Dividends ($ .39 per share)

( 117 ) ( 117 )

Treasury stock purchased — ( 2 ) ( 2 )

Treasury stock issued under stock-based compensation plans — 4 13 — 17

Balance at January 26, 2025

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

Balance at July 28, 2024

6 unchanged sentences

Treasury stock issued under stock-based compensation plans 1 55 ( 31 ) ( 16 ) 8

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

Balance at January 26, 2025 323 $ 12 ( 25 ) $ ( 1,208 ) $ 406 $ 4,716 $ ( 16 ) $ 2 $ 3,912

Balance at November 2, 2025

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

Net earnings (loss) 145 — 145

Other comprehensive income (loss) 3 — 3

Dividends ($ .39 per share)

( 117 ) ( 117 )

Treasury stock purchased — ( 2 ) ( 2 )

Treasury stock issued under stock-based compensation plans — 3 17 ( 1 ) 19

Balance at February 1, 2026

323 $ 12 ( 25 ) $ ( 1,188 ) $ 396 $ 4,796 $ ( 11 ) $ 2 $ 4,007

Balance at August 3, 2025

6 unchanged sentences

Treasury stock issued under stock-based compensation plans 1 45 ( 22 ) ( 2 ) 21

Balance at November 2, 2025

Balance at February 1, 2026

323 $ 12 ( 25 ) $ ( 1,188 ) $ 396 $ 4,796 $ ( 11 ) $ 2 $ 4,007

20 unchanged sentences

Early adoption is permitted.

The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.

The guidance may be applied on a prospective basis or retrospectively.

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

2 unchanged sentences

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.

The guidance may be applied on a prospective, retrospective or modified transition approach.

Early adoption is permitted.

3 unchanged sentences

Early adoption is permitted.

The guidance is to be applied on a prospective basis.

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

5 unchanged sentences

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

Pending Acquisition

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:

(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.

Under the call

option, we may, during specified exercise periods, acquire additional equity interests in increments of not less than 2% from La Regina equity holders at a price based on an implied total equity value of approximately $ 584 million, subject to the payment of a control premium of up to 20% and to a 20% reduction for specified material adverse changes.

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

Under the put option, La Regina equity holders may require us to purchase all or a portion of their remaining equity interests during a defined exercise period, subject to certain conditions and similar pricing mechanics as the call option.

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.

We expect to consolidate the results of La Regina and reflect the remaining 51% of the outstanding equity interests as non-controlling interests in our consolidated financial statements.

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

11 unchanged sentences

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.

Net sales of the business were $ 39 million and $ 83 million for the three- and six-month periods ended January 26, 2025, respectively, and $ 99 million through February 24, 2025.

Earnings were not material in the periods.

The results of the business were reflected within the Meals & Beverages segment.

The results of the business were reflected within the Meals & Beverages reportable segment.

Accumulated Other Comprehensive Income (Loss)

9 unchanged sentences

Net current-period other comprehensive income (loss) ( 7 ) 3 5 1

Balance at October 27, 2024

Balance at January 26, 2025

$ ( 17 ) $ ( 6 ) $ 7 $ ( 16 )

4 unchanged sentences

Net current-period other comprehensive income (loss) 3 1 — 4

Balance at November 2, 2025

Balance at February 1, 2026

$ ( 8 ) $ ( 10 ) $ 7 $ ( 11 )

_____________________________________

(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.

(1) Included no tax as of February 1, 2026, August 3, 2025, January 26, 2025 and July 28, 2024.

(2) Included a tax benefit of $ 2 million as of February 1, 2026, January 26, 2025 and July 28, 2024, and $ 3 million as of August 3, 2025.

(3) Included tax expense of $ 2 million as of February 1, 2026 and August 3, 2025, $ 3 million as of January 26, 2025 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

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

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025 Location of Loss (Gain) Recognized in Earnings

Losses (gains) on cash-flow hedges:

10 unchanged sentences

Foreign currency translation adjustment 1 — 1

Net balance at November 2, 2025

Net balance at February 1, 2026

$ 2,038 $ 2,954 $ 4,992

1 unchanged sentence

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

November 2, 2025 August 3, 2025

February 1, 2026 August 3, 2025

(Millions) Cost Accumulated Amortization Net Cost Accumulated Amortization Net

14 unchanged sentences

____________________________________

(1) Includes the 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.

(1) Includes the Late July trademark and 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."

Amortization expense was $ 10 million and $ 21 million for the three- and six-month periods ended February 1, 2026, and $ 19 million and $ 39 million for the three- and six-month periods ended January 26, 2025, respectively.

Amortization expense for the three- and six-month periods ended January 26, 2025 included accelerated amortization expense of $ 7 million and $ 14 million, respectively, on customer relationships, which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.

As of February 1, 2026, 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.

4 unchanged sentences

Segment Information

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

Our two 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.

46 unchanged sentences

Three Months Ended

November 2, 2025 October 27, 2024

February 1, 2026 January 26, 2025

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

10 unchanged sentences

Earnings before taxes $ 193 $ 247

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Six Months Ended

February 1, 2026 January 26, 2025

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

Net sales $ 3,315 $ 1,926 $ 5,241 $ 3,450 $ 2,007 $ 5,457

Cost of products sold 2,321 1,407 2,343 1,429

Other segment items (1)

445 329 468 333

Segment operating earnings $ 549 $ 190 $ 739 $ 639 $ 245 $ 884

Corporate expense (income) (2)

Restructuring charges (3)

Earnings before interest and taxes $ 609 $ 694

Interest expense 163 175

Interest income 3 12

Earnings before taxes $ 449 $ 531

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Depreciation and amortization

Meals & Beverages $ 42 $ 44 $ 82 $ 90

Snacks 54 60 107 118

Corporate (4)

Total $ 102 $ 110 $ 201 $ 219

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Capital expenditures

Meals & Beverages $ 64 $ 41 $ 135 $ 75

Snacks 29 44 72 90

Corporate (4)

3 unchanged sentences

(2) Represents unallocated items.

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.

Costs related to cost savings and optimization initiatives were $ 21 million and $ 52 million in the three- and six-month periods ended February 1, 2026, and $ 20 million and $ 49 million in the three- and six-month periods ended January 26, 2025, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were gains of $ 16 million and $ 14 million in the three- and six-month periods ended February 1, 2026, and gains of $ 14 million and $ 18 million in the three- and six-month periods ended January 26, 2025, respectively.

Litigation expenses related to the Plum baby food and snacks business, which was divested on May 3, 2021, and certain other litigation matters were $ 1 million and $ 11 million in the three- and six-month periods ended February 1, 2026, and $ 1 million and $ 2 million in the three- and six-month periods ended January 26, 2025, respectively.

Costs associated with a pending acquisition were $ 2 million in the six-month period ended February 1, 2026.

Insurance recoveries of $ 1 million related to a cybersecurity incident were included in the six-month periods ended February 1, 2026 and January 26, 2025, respectively.

Accelerated amortization expense related to customer relationship intangible assets was $ 7 million and $ 14 million in the three- and six-month periods ended January 26, 2025, respectively.

Intangible asset impairment charges were $ 26 million in the three- and six-month periods ended January 26, 2025.

A loss on the sale of our Pop Secret popcorn business of $ 25 million was included in the six-month period ended January 26, 2025.

A postretirement actuarial loss of $ 2 million was included in the six-month period ended January 26, 2025.

(3) See Note 8 for additional information.

1 unchanged sentence

Our net sales based on product categories are as follows:

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Soup $ 821 $ 849 $ 1,656 $ 1,701

16 unchanged sentences

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

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025 Recognized as of February 1, 2026

Restructuring charges $ 3 $ 5 $ 6 $ 11 $ 30

4 unchanged sentences

Total pre-tax charges $ 22 $ 25 $ 40 $ 52 $ 144

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

(Millions) Recognized as of November 2, 2025

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

(Millions) Recognized as of February 1, 2026

Severance pay and benefits

11 unchanged sentences

Of the aggregate $ 245 million of pre-tax costs identified to date, we expect approximately $ 185 million will be cash expenditures.

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

In addition, we expect to invest approximately $ 215 million in capital expenditures, of which we invested $ 187 million as of February 1, 2026.

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.

1 unchanged sentence

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

Asset Impairment/Accelerated Depreciation Total Charges

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

Total Charges

Accrued balance at August 3, 2025 (1)

5 23 11 1 $ 40

2026 cash payments

Accrued balance at November 2, 2025 (2)

Accrued balance at February 1, 2026 (2)

__________________________________

2 unchanged sentences

(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 and Cost of products sold in the Consolidated Statements of Earnings.

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.

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:

November 2, 2025

(Millions) Three Months Ended Costs Incurred to Date

February 1, 2026

(Millions) Three Months Ended Six Months Ended Costs Incurred to Date

Meals & Beverages $ 10 $ 20 $ 94

Snacks 7 13 27

Corporate 5 7 23

Total $ 22 $ 40 $ 144

In the third quarter of 2026, we commenced a voluntary early retirement program as part of our cost savings initiatives.

The program is available to certain salaried employees who meet age and length-of-service criteria.

We currently do not know which employees will elect to participate and therefore are unable to estimate the costs of the program, although we expect these costs to consist primarily of severance pay and benefits, including enhanced pension benefits.

We will provide an estimate of the costs expected to be incurred as the program is executed.

Other Optimization Initiatives

2 unchanged sentences

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-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.

In the three-month period ended February 1, 2026, we incurred $ 2 million in Marketing and selling expenses related to this initiative.

In the six-month periods ended February 1, 2026 and January 26, 2025, we incurred $ 18 million and $ 8 million in Marketing and selling expenses related to this initiative, respectively.

As of February 1, 2026, we have incurred $ 43 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-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.

The earnings per share calculation for the three- and six-month periods ended February 1, 2026 excludes approximately 1 million stock options that would have been antidilutive.

The earnings per share calculation for the three- and six-month periods ended January 26, 2025 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

Pension Postretirement

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

Three Months Ended Six Months Ended

Pension Postretirement Pension Postretirement

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Service cost $ 3 $ 3 $ — $ — $ 6 $ 6 $ — $ —

3 unchanged sentences

Net periodic benefit expense (income) $ ( 3 ) $ ( 1 ) $ 2 $ 1 $ ( 5 ) $ ( 3 ) $ 3 $ 5

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 for the six-month period ended January 26, 2025 was due to the remeasurement of our postretirement plan in the first quarter 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

(Millions) November 2, 2025 October 27, 2024

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Operating lease cost $ 28 $ 27 $ 57 $ 56

3 unchanged sentences

Variable lease cost 67 59 140 124

Sublease income

( 1 ) — ( 1 ) —

Total $ 119 $ 110 $ 247 $ 226

1 unchanged sentence

Operating Leases

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

(Millions) Balance Sheet Classification February 1, 2026 August 3,

ROU assets, net Other assets $ 304 $ 326

2 unchanged sentences

Finance Leases

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

(Millions) Balance Sheet Classification February 1, 2026 August 3,

ROU assets, net Plant assets, net of depreciation $ 73 $ 66

2 unchanged sentences

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

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Six Months Ended

(Millions) February 1, 2026 January 26, 2025

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

5 unchanged sentences

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 December 15, 2025, pursuant to the registration statement, we completed the issuance of senior unsecured notes, consisting of $ 550 million aggregate principal amount of notes bearing interest at a fixed rate of 4.55 % per annum, due March 21, 2031 , with interest payable semi-annually on each of March 21 and September 21 commencing March 21, 2026.

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.

W e used a portion of the proceeds from the issuance of the notes to repay a portion of our outstanding commercial paper and plan to use the remaining proceeds to repay existing indebtedness and for general corporate purposes.

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

In the second quarter of 2026, we entered into fixed-to-floating interest rate swaps with a notional amount of $ 600 million as of February 1, 2026.

The instruments effectively convert a portion of our $ 800 million 4.75 % Notes due March 23, 2035 from fixed-rate to variable-rate debt with interest based on the Secured Overnight Financing Rate (SOFR) plus a margin.

See Note 13 for additional information.

Financial Instruments

8 unchanged sentences

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 November 2, 2025, or August 3, 2025.

We did not have credit risk-related contingent features in our derivative instruments as of February 1, 2026, or August 3, 2025.

We are also exposed to credit risk from our customers.

7 unchanged sentences

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 $ 156 million as of November 2, 2025, and $ 183 million as of August 3, 2025.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 192 million as of February 1, 2026, 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 $ 338 million as of November 2, 2025, and $ 413 million as of August 3, 2025.

The notional amount of foreign exchange forward and option contracts that are not designated as accounting hedges was $ 167 million as of February 1, 2026, and $ 413 million as of August 3, 2025.

Interest Rate Risk

5 unchanged sentences

The change in fair value on undesignated instruments is recorded in Interest expense.

In conjunction with the issuance of senior unsecured notes on October 2, 2024, due on March 23, 2035, we settled forward starting interest rate swaps with a notional value of $ 700 million at a gain of less than $ 1 million.

In conjunction with the issuance of senior unsecured notes on October 2, 2024, due on March 23, 2035, we settled forward starting interest rate swaps with a notional amount of $ 700 million at a gain of less than $ 1 million.

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 November 2, 2025 and August 3, 2025.

There were no forward starting interest rate swaps or treasury lock contracts outstanding as of February 1, 2026 and August 3, 2025.

In the second quarter of 2026, we entered into fixed-to-floating interest rate swaps to hedge changes in the fair value of a portion of our previously issued senior unsecured notes attributable to the change in the benchmark interest rate.

The notional amount of fixed-to-floating interest rate swaps was $ 600 million as of February 1, 2026.

The instruments effectively convert a portion of our $ 800 million 4.75 % Notes due March 23, 2035 from fixed-rate to variable-rate debt with interest based on SOFR plus a margin.

The fixed-to-floating interest rate swaps are designated as fair-value hedges.

Changes in the fair value of these instruments are recorded in Interest expense along with the offsetting changes in the fair value of the related hedged portion of long-term debt.

There were no fixed-to-floating interest rate swaps outstanding as of August 3, 2025.

Commodity Price Risk

3 unchanged sentences

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 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.

There were no commodity contracts designated as cash-flow hedges as of February 1, 2026, or August 3, 2025.

The notional amount of commodity contracts not designated as accounting hedges was $ 156 million as of February 1, 2026, 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 $ 15 million as of November 2, 2025, and $ 49 million as of August 3, 2025.

The notional amount was $ 79 million as of February 1, 2026, 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 $ 79 million as of November 2, 2025, and $ 76 million as of August 3, 2025.

The notional amounts of the contracts were $ 76 million as of February 1, 2026, and 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,

(Millions) Balance Sheet Classification February 1, 2026 August 3,

Asset Derivatives

Derivatives designated as hedges:

Foreign exchange contracts Other current assets $ 2 $ —

Total derivatives designated as hedges $ 2 $ —

Derivatives not designated as hedges:

4 unchanged sentences

Total asset derivatives $ 28 $ 15

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

(Millions) Balance Sheet Classification February 1, 2026 August 3,

Liability Derivatives

1 unchanged sentence

Foreign exchange contracts Accrued liabilities $ 2 $ 3

Fixed-to-floating interest rate swaps Other liabilities 6 —

Total derivatives designated as hedges $ 8 $ 3

1 unchanged sentence

Commodity contracts Accrued liabilities $ 8 $ 11

Foreign exchange contracts Accrued liabilities 1 —

Total derivatives not designated as hedges $ 9 $ 11

1 unchanged sentence

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 November 2, 2025, and August 3, 2025, would be adjusted as detailed in the following table:

November 2, 2025 August 3, 2025

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 February 1, 2026, and August 3, 2025, would be adjusted as detailed in the following table:

February 1, 2026 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.

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:

A cash margin asset balance of $ 3 million at February 1, 2026, 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 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:

Total Cash-flow Hedge

(Millions) November 2, 2025 October 27, 2024

(Millions) February 1, 2026 January 26, 2025

Three Months Ended

7 unchanged sentences

OCI derivative gain (loss) at end of quarter $ ( 12 ) $ ( 8 )

Six Months Ended

OCI derivative gain (loss) at beginning of year $ ( 14 ) $ ( 11 )

Effective portion of changes in fair value recognized in OCI:

Foreign exchange contracts ( 1 ) 3

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

Location in Earnings

Foreign exchange contracts Cost of products sold 2 ( 1 )

Forward starting interest rate swaps Interest expense 1 1

OCI derivative gain (loss) at end of quarter $ ( 12 ) $ ( 8 )

Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a loss of $ 6 million.

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:

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 and fair-value hedges are recorded and the total effect of hedge activity on these line items:

Three Months Ended

November 2, 2025 October 27, 2024

February 1, 2026 January 26, 2025

(Millions) Cost of products sold Interest

3 unchanged sentences

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

Loss (gain) on fair-value hedges:

Amount of loss (gain) recognized on hedged item in earnings $ — $ ( 6 ) $ — $ —

Amount of loss (gain) on derivative recognized in earnings $ — $ 6 $ — $ —

Six Months Ended

February 1, 2026 January 26, 2025

(Millions) Cost of products sold Interest

expense Cost of products sold Interest

Consolidated Statements of Earnings $ 3,732 $ 163 $ 3,771 $ 175

Loss (gain) on cash-flow hedges:

Amount of loss (gain) reclassified from OCI to earnings $ 2 $ 1 $ ( 1 ) $ 1

Loss (gain) on fair-value hedges:

Amount of loss (gain) recognized on hedged item in earnings $ — $ ( 6 ) $ — $ —

Amount of loss (gain) on derivative recognized in earnings $ — $ 6 $ — $ —

The amount excluded from effectiveness testing recognized in each line item of earnings using an amortization approach was not material in all periods presented.

The following table shows the location of the amounts recorded in the Consolidated Balance Sheets related to the cumulative fair value basis adjustments for fair-value hedges:

Carrying Amount of Hedged Liabilities Cumulative Amount of Fair-value Hedging Loss (Gain) Included in the Carrying Amount

(Millions) February 1, 2026 August 3,

2025 February 1, 2026 August 3,

Balance Sheet Classification:

Long-term debt $ 587 $ — $ ( 6 ) $ —

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

(Millions) November 2, 2025 October 27, 2024

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

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Foreign exchange contracts Cost of products sold $ 2 $ ( 1 ) $ 2 $ ( 1 )

9 unchanged sentences

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.

1 unchanged sentence

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

February 1, 2026

Fair Value Measurements at

November 2, 2025 Using

February 1, 2026 Using

Fair Value Hierarchy

13 unchanged sentences

Total assets at fair value $ 29 $ 1 $ 18 $ 10 $ 16 $ 2 $ 11 $ 3

November 2, 2025

February 1, 2026

Fair Value Measurements at

November 2, 2025 Using

February 1, 2026 Using

Fair Value Hierarchy

10 unchanged sentences

113 113 — — 102 102 — —

Fixed-to-floating interest rate swaps (5)

6 — 6 — — — — —

Total liabilities at fair value $ 130 $ 115 $ 13 $ 2 $ 116 $ 102 $ 10 $ 4

3 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 and fixed income index swap rates.

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

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

(5) Based on observable SOFR swap rates.

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

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Six Months Ended

(Millions) February 1, 2026 January 26, 2025

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

5 unchanged sentences

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

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.

There were $ 83 million of cash equivalents with fair value based on Level 2 inputs at February 1, 2026.

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

The fair value of short- and long-term debt was $ 6.751 billion at February 1, 2026, and $ 6.545 billion at August 3, 2025.

The carrying value was $ 7.075 billion at February 1, 2026, 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.

7 unchanged sentences

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 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.

During the six-month periods ended February 1, 2026 and January 26, 2025, we repurchased 805 thousand shares at a cost of $ 26 million and 1.134 million shares at a cost of $ 56 million, respectively, pursuant to our anti-dilutive share repurchase programs.

As of February 1, 2026, approximately $ 172 million remained available under the September 2024 program and approximately $ 301 million remained available under the September 2021 program.

Stock-based Compensation

7 unchanged sentences

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

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Total pre-tax stock-based compensation expense $ 20 $ 17 $ 33 $ 36

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

Tax-related benefits $ 4 $ 4 $ 3 $ 10

The following table summarizes stock option activity:

7 unchanged sentences

Terminated ( 71 ) $ 50.21

Outstanding at November 2, 2025

Outstanding at February 1, 2026

708 $ 44.84 1.8 $ —

Exercisable at November 2, 2025

Exercisable at February 1, 2026

708 $ 44.84 1.8 $ —

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

No options were exercised during the six-month period ended January 26, 2025.

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

9 unchanged sentences

Forfeited ( 327 ) $ 43.48

Nonvested at November 2, 2025

Nonvested at February 1, 2026

3,391 $ 37.85

8 unchanged sentences

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 .

There were 528 thousand of the performance target grants outstanding at February 1, 2026, with a weighted-average grant-date fair value of $ 44.30 .

As of February 1, 2026, total remaining unearned compensation related to nonvested time-lapse restricted stock units and performance restricted stock units was $ 62 million, which will be amortized over the weighted-average remaining service period of 2.0 years.

The fair value of time-lapse and performance restricted stock units vested during the six-month periods ended February 1, 2026, and January 26, 2025, was $ 33 million and $ 63 million, respectively.

The weighted-average grant-date fair value of the time-lapse and performance restricted stock units granted during the six-month period ended January 26, 2025 was $ 48.34 .

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

5 unchanged sentences

Forfeited ( 219 ) $ 47.07

Nonvested at November 2, 2025

Nonvested at February 1, 2026

1,569 $ 37.59

1 unchanged sentence

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

Three Months Ended

November 2, 2025 October 27, 2024

Six Months Ended

February 1, 2026 January 26, 2025

Risk-free interest rate 3.68 % 3.52 %

6 unchanged sentences

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.

As of February 1, 2026, total remaining unearned compensation related to performance restricted stock units subject to a TSR modifier and TSR performance restricted stock units was $ 27 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.

1 unchanged sentence

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

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 .

The fair value of TSR performance restricted stock units vested during the six-month periods ended February 1, 2026, and January 26, 2025, was $ 4 million and $ 23 million, respectively.

The grant-date fair value of the TSR performance restricted stock units granted during the six-month period ended January 26, 2025, was $ 47.33 .

Commitments and Contingencies

15 unchanged sentences

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 November 2, 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 February 1, 2026.

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.

2 unchanged sentences

Certain indemnifications have finite expiration dates.

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

Liabilities recognized based on known exposures related to such matters were not material at February 1, 2026.

Supplier Finance Program Obligations

7 unchanged sentences

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

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.

Our outstanding obligations confirmed as valid under these programs, which are included in Accounts payable on the Consolidated Balance Sheets, were $ 254 million at February 1, 2026 and $ 240 million at August 3, 2025.

Supplemental Financial Statement Data

(Millions) November 2, 2025 August 3,

(Millions) February 1, 2026 August 3,

Balance Sheets

2 unchanged sentences

$ 1,360 $ 1,424

Three Months Ended

(Millions) November 2, 2025 October 27, 2024

Three Months Ended Six Months Ended

(Millions) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025

Statements of Earnings

Other expenses / (income)

Impairment of intangible assets (1)

$ — $ 26 $ — $ 26

Amortization of intangible assets (2)

4 unchanged sentences

— ( 1 ) — ( 2 )

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

Other 1 — 1 —

$ 7 $ 41 $ 16 $ 84

_______________________________________

(1) In the second quarter of 2025, we recognized an impairment charge of $ 15 million on our Allied brands trademarks and an impairment charge of $ 11 million on our Late July trademark.

(2) Includes accelerated amortization expense related to customer relationship intangible assets of $ 7 million and $ 14 million in the three- and six-month periods ended January 26, 2025.

(3) See Note 3 for additional information.

(4) See Note 4 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:

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

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.

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