What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-06-08 compared with 2026-03-11 · 137 added, 125 removed, 345 unchanged (43% of the section changed)

19 unchanged sentences

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

Subsequent to the end of the third quarter, we acquired the 49% interests in La Regina on May 4, 2026 for $146 million in cash.

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.

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

Securities and Exchange Commission on December 9, 2025, and Note 3 to the Consolidated Financial Statements.

1 unchanged sentence

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 second quarter, we experienced elevated input cost inflation, impacts from tariffs and other supply chain costs.

We anticipate continued supply chain productivity, benefits from cost savings initiatives and tariff mitigation efforts to offset some of these costs, and we expect inflationary pressures to moderate throughout 2026.

On a year-to-date basis, through the third quarter, we have experienced elevated input cost inflation, impacts from tariffs and other supply chain costs.

We expect elevated inflationary pressures to persist through the remainder of 2026 and anticipate the need to benefit from continued supply chain productivity, cost savings initiatives and tariff mitigation efforts to offset some of these costs.

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

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

On February 28, 2026, a military conflict commenced in the Middle East involving the United States, Israel and Iran.

Although we have no operations in the Middle East, the ongoing geopolitical conflicts in the region could lead to significant disruption of energy supplies and increases in global energy prices, which could heighten inflationary pressures, disrupt global supply chains and adversely impact consumer spending patterns.

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.

however, shifting consumer behaviors, economic pressures, and the challenges of persistent inflation may continue to negatively impact our volumes throughout 2026.

Although we have no operations in the Middle East, the ongoing geopolitical conflicts in that region, including between Iran and the United States, have caused significant disruption to energy supplies and increases in global energy prices, which has heightened inflationary pressures, disrupted global supply chains and adversely impacted consumer spending patterns.

As the situation is rapidly changing, 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 decreased 5% in the quarter to $2.564 billion primarily due to unfavorable volume/mix and the impact of divestiture with neutral net price realization.

Net sales were impacted by an approximate 1% headwind as a result of storm-related shipment delays in January.

• Net sales decreased 4% in the quarter to $2.366 billion primarily due to unfavorable volume/mix and the impact of the noosa divestiture, partially offset by favorable net price realization.

• Gross profit, as a percent of sales, was 27.5% in 2026 compared to 29.4% in the prior-year quarter.

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

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

• Earnings per share were $.41 in 2026, compared to $.22 in the prior-year quarter.

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• We implemented several cost savings initiatives in recent years.

In the second quarter of 2026, we recorded Restructuring charges of $3 million and implementation costs and other related costs of $9 million in Cost of products sold, $7 million in Administrative expenses, $2 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives.

In the second quarter of 2025, we recorded Restructuring charges of $5 million and implementation costs and other related costs of $10 million in Cost of products sold, $8 million in Administrative expenses, $1 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives.

Year-to-date in 2026, we recorded Restructuring charges of $6 million and implementation costs and other related costs of $16 million in Cost of products sold, $15 million in Administrative expenses, $2 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives.

Year-to-date in 2025, we recorded Restructuring charges of $11 million and implementation costs and other related costs of $19 million in Administrative expenses, $18 million in Cost of products sold, $2 million in Marketing and selling expenses and $2 million in Research and development expenses related to these initiatives.

In the third quarter of 2026, we recorded Restructuring charges of $9 million and implementation costs and other related costs of $38 million in Other expenses / (income), $12 million in Cost of products sold, $6 million in Administrative expenses, $1 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives.

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.

Year-to-date in 2026, we recorded Restructuring charges of $15 million and implementation costs and other related costs of $38 million in Other expenses / (income), $28 million in Cost of products sold, $21 million in Administrative expenses, $3 million in Marketing and selling expenses and $2 million in Research and development expenses 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.

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 second quarter of 2026, we recognized $2 million in Marketing and selling expenses related to this initiative.

Year-to-date in 2026, we recognized $18 million in Marketing and selling expenses related to this initiative.

In the third quarter of 2026, we recognized $2 million in Marketing and selling expenses related to this initiative.

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.

Year-to-date in 2026, we recognized $20 million in Marketing and selling expenses related to this initiative.

In the second quarter of 2026, the total aggregate impact related to the cost savings and optimization initiatives was $24 million ($18 million after tax, or $.06 per share).

In the second quarter of 2025, the total aggregate impact related to the cost savings and optimization initiatives was $25 million ($19 million after tax, or $.06 per share).

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 2026, 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 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).

Year-to-date in 2026, the total aggregate impact related to the cost savings and optimization initiatives was $127 million ($96 million after tax, or $.32 per share).

1 unchanged sentence

See Note 8 to the Consolidated Financial Statements and "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information;

• In the second quarter of 2026, we recognized gains in Cost of products sold of $16 million ($12 million after tax, or $.04 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

In the second quarter of 2025, we recognized gains in Cost of products sold of $14 million ($10 million after tax, or $.03 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

• In the third quarter of 2026, we recognized gains in Cost of products sold of $6 million ($5 million after tax, or $.02 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

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.

Year-to-date in 2026, we recognized gains in Cost of products sold of $20 million ($15 million after tax, or $.05 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;

• In the second quarter of 2026, we recorded litigation expenses in Administrative expenses of $1 million ($1 million after tax) related to the Plum baby food and snacks business (Plum), which was divested on May 3, 2021, and certain other litigation matters.

In the second 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.

Year-to-date in 2026, we recorded litigation expenses in Administrative expenses of $11 million ($8 million after tax, or $.03 per share) related to Plum and certain other litigation matters.

Year-to-date in 2025, we recorded litigation expenses in Administrative expenses of $2 million ($2 million after tax, or $.01 per share) related to Plum and certain other litigation matters;

• In the third quarter of 2026, we recognized actuarial and curtailment gains in Other expenses / (income) of $30 million ($23 million after tax, or $.08 per share).

The actuarial and curtailment gains were related to interim remeasurements of certain pension plans due to plan amendments and activity under our cost savings initiatives.

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 second quarter of 2026, we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina.

The acquisition is subject to certain customary conditions.

Year-to-date in 2026, we recognized costs associated with the pending acquisition in Other expenses / (income) of $2 million ($2 million after tax, or $.01 per share);

Subsequent to the end of the third quarter, the acquisition was completed on May 4, 2026.

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

Year-to-date in 2026, we recognized costs associated with the acquisition in Other expenses / (income) of $4 million ($4 million after tax, or $.01 per share);

• Year-to-date in 2026, we recorded litigation expenses in Administrative expenses of $11 million ($8 million after tax, or $.03 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 third quarter of 2025, we recorded litigation expenses in Administrative expenses of $4 million ($4 million after tax, or $.01 per share) related to Plum 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 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 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 second quarter of 2025, we recorded $15 million ($.05 per share) of deferred tax expense related to the sale of the noosa yoghurt business, which was completed on February 24, 2025.

• 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.

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 second 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 third quarter of 2025, 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, we recorded accelerated amortization expense in Other expenses / (income) of $20 million ($15 million after tax, or $.05 per share).

• 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.

The items impacting comparability are summarized below:

Three Months Ended

February 1, 2026 January 26, 2025

May 3, 2026 April 27, 2025

(Millions, except per share amounts) Earnings

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Costs associated with cost savings and optimization initiatives $ (52) $ (.17) $ (24) $ (.08)

Commodity mark-to-market gains 12 .04 10 .03

Commodity mark-to-market gains (losses) 5 .02 (7) (.02)

Pension actuarial and curtailment gains 23 .08 — —

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

Certain litigation expenses — — (4) (.01)

Impairment charges — — (112) (.37)

Charges associated with divestitures — — (15) (.05)

Accelerated amortization — — (5) (.02)

Impact of items on Net earnings (1)

Six Months Ended

February 1, 2026 January 26, 2025

$ (26) $ (.09) $ (152) $ (.51)

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

Nine Months Ended

May 3, 2026 April 27, 2025

(Millions, except per share amounts) Earnings

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Commodity mark-to-market gains 15 .05 6 .02

Certain litigation expenses (8) (.03) (2) (.01)

Pension and postretirement actuarial and curtailment gains (losses) 23 .08 (1) —

Costs associated with acquisition (4) (.01) — —

Certain litigation expenses (8) (.03) (6) (.02)

Cybersecurity incident recoveries 1 — 1 —

2 unchanged sentences

Accelerated amortization — — (15) (.05)

Postretirement actuarial losses — — (1) —

Impact of items on Net earnings $ (69) $ (.23) $ (250) $ (.83)

$ (43) $ (.14) $ (98) $ (.33)

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

Net earnings attributable to The Campbell's Company were $124 million ($.41 per share) in the current quarter, compared to $66 million ($.22 per share) in the year-ago quarter.

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

After adjusting for items impacting comparability, earnings decreased primarily due to lower gross profit.

The estimated net impact of tariffs was approximately $.07 per share in the current quarter.

The estimated net impact of January storm-related shipment delays and incremental supply chain costs was approximately $.04 per share in the current quarter.

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

Net earnings attributable to The Campbell's Company were $339 million ($1.13 per share) in the six-month period this year, compared to $391 million ($1.30 per share) in the year-ago period.

Net earnings attributable to The Campbell's Company were $463 million ($1.55 per share) in the nine-month period this year, compared to $457 million ($1.52 per share) in the year-ago period.

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 $.10 per share in the current period.

The estimated net impact of January storm-related shipment delays and incremental supply chain costs was approximately $.04 per share in the current period.

The negative impact from divestitures was approximately $.02 per share in the current period.

SECOND-QUARTER DISCUSSION AND ANALYSIS

The estimated net impact of tariffs was approximately $.17 per share in the current year.

The negative impact from divestitures was approximately $.02 per share in the current year.

THIRD-QUARTER DISCUSSION AND ANALYSIS

An analysis of net sales by reportable segment follows:

Three Months Ended

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

(Millions) May 3, 2026 April 27, 2025 % Change

Meals & Beverages $ 1,426 $ 1,493 (4)

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

soup, Prego pasta sauces, foodservice and V8 beverages, partially offset by gains in Rao's.

soup, Rao's and Canada, partially offset by gains in Prego pasta sauces.

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

(Sovos Brands) in the prior year.

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

Sales were impacted by an approximate 1% headwind as a result of storm-related shipment delays in January.

Sales were impacted by an approximate 1% headwind from the net impact of the Sovos Brands

SAP implementation in the prior year and the storm-related shipment delays in January this year.

Sales of U.S.

soup decreased 4% with decreases in condensed soups, ready-to-serve soups and broth.

In Snacks, sales decreased 6% primarily due to declines in chips and pretzels, fresh bakery related to supply constraints, and third-party partner brands and contract manufacturing.

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

soup decreased 8% driven primarily by condensed and ready-to-serve soups.

In Snacks, sales decreased 4% due to declines in crackers, pretzels, third-party partner brands and contract manufacturing, chips and fresh bakery.

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 $78 million in 2026 from 2025.

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Volume/mix (2)

Higher costs associated with cost savings initiatives (20)

Productivity improvements 310

Net price realization 110

Lower costs associated with cost savings initiatives 10

__________________________________________

(1) Includes an estimated negative margin impact of 230 basis points from the gross impact of tariffs, partially offset by an estimated positive margin impact of 30 basis points from the benefit of cost savings initiatives and a positive margin impact of 10 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

(1) Includes an estimated negative margin impact of 310 basis points from the gross impact of tariffs, partially offset by a positive margin impact of 70 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges and an estimated positive margin impact of 30 basis points from the benefit of cost savings initiatives.

(2) Includes the impact of operating leverage.

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

The decrease was primarily due to lower selling expenses (approximately 2 points) and increased benefits from cost savings initiatives (approximately 1 point), partially offset by higher costs associated with costs savings and optimization initiatives (approximately 1 point).

The decrease was primarily due to lower costs associated with cost savings and optimization initiatives (approximately 3 points), partially offset by higher advertising and consumer promotion expense (approximately 1 point).

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

Administrative Expenses

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Administrative expenses decreased 4% in 2026 from 2025.

The decrease was primarily due to increased benefits from cost savings initiatives (approximately 5 points) and lower costs associated with cost savings initiatives (approximately 1 point), partially offset by higher benefit-related costs (approximately 2 points) and inflation (approximately 1 point).

The decrease was primarily due to increased benefits from cost savings initiatives (approximately 4 points);

a reduction in certain litigation expenses (approximately 2 points) and lower incentive compensation (approximately 2 points), partially offset by higher general administrative costs (approximately 4 points).

Other Expenses / (Income)

Other expenses were $8 million in 2026 compared to $160 million in 2025.

Other expenses in 2025 included impairment charges related to the Allied brands and Late July trademarks of $26 million and accelerated amortization expense of $7 million.

Other expenses in 2026 included costs associated with cost savings initiatives of $38 million, costs associated with an acquisition of $2 million and pension actuarial and curtailment gains of $30 million.

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.

Operating Earnings

2 unchanged sentences

Three Months Ended

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

(Millions) May 3, 2026 April 27, 2025 % Change

Meals & Beverages $ 213 $ 253 (16)

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Operating earnings from Meals & Beverages decreased 16%.

The decrease was primarily due to lower gross profit and the impact of the divestiture, partially offset by lower marketing and selling expenses.

The decrease was primarily due to lower gross profit.

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, favorable net price realization and benefits from cost savings initiatives.

1 unchanged sentence

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 and benefits from cost savings initiatives.

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

Corporate expense in 2026 included the following:

• costs of $60 million related to costs savings and optimization initiatives;

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

• $2 million of costs associated with an acquisition;

• $30 million of pension actuarial and curtailment gains;

• $6 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges.

Corporate expense in 2025 included the following:

• $26 million of impairment charges related to the Allied brands and Late July trademarks;

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

• costs of $25 million related to cost savings and optimization initiatives;

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

• $6 million of accelerated amortization expense;

• $4 million of certain litigation expenses, including expenses related to Plum.

• $14 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges.

Interest Expense

2 unchanged sentences

The effective tax rate was 22.0% in 2026 and 18.5% in 2025.

The decrease in the effective tax rate was primarily due to $ 15 million of deferred tax expense recognized related to the sale of the noosa yoghurt business in the prior year, partially offset by lower tax expense associated with stock-based compensation awards in the prior year.

SIX-MONTH DISCUSSION AND ANALYSIS

The increase in the effective tax rate was primarily due to timing of recognition of tax expense related to the impairment charge in the prior year.

NINE-MONTH DISCUSSION AND ANALYSIS

An analysis of net sales by reportable segment follows:

Six Months Ended

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

Nine Months Ended

(Millions) May 3, 2026 April 27, 2025 % Change

Meals & Beverages $ 4,741 $ 4,943 (4)

2 unchanged sentences

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

Meals & Beverages (2)

Meals & Beverages Snacks

Volume/mix (3)% (5)% (4)%

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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 decreased 4%.

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

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

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

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

Sales were impacted by an approximate 1% headwind as a result of storm-related shipment delays in January.

Sales of U.S.

1 unchanged sentence

In Snacks, sales decreased 4%.

Excluding the impact from the divestiture of the Pop Secret popcorn business, sales decreased primarily due to declines in chips, third-party partner brands and contract manufacturing, fresh bakery related to supply constraints, and declines in crackers and pretzels, partially offset by gains in Pepperidge Farm cookies.

Excluding the impact from the divestiture of the Pop Secret popcorn business, sales decreased primarily due to declines in chips, crackers, third-party partner brands and contract manufacturing, fresh bakery related to supply constraints and declines in pretzels, partially offset by gains in Pepperidge Farm cookies.

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

7 unchanged sentences

Net price realization 90

Lower costs associated with cost savings initiatives 10

__________________________________________

(1) Includes an estimated negative margin impact of 220 basis points from the gross impact of tariffs and a negative margin impact of 10 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges, partially offset by an estimated positive margin impact of 20 basis points from the benefit of cost savings initiatives.

(1) Includes an estimated negative margin impact of 240 basis points from the gross impact of tariffs, partially offset by an estimated positive margin impact of 30 basis points from the benefit of cost savings initiatives and a positive margin impact of 20 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.

(2) Includes the impact of operating leverage.

2 unchanged sentences

Marketing and selling expenses were comparable in 2026 and 2025.

Lower selling expenses (approximately 2 points) and increased benefits from cost savings initiatives (approximately 1 point) were offset by higher costs associated with costs savings and optimization initiatives (approximately 2 points) and higher benefit-related costs (approximately 1 point).

Lower selling expenses (approximately 1 point);

increased benefits from cost savings initiatives (approximately 1 point) and lower incentive compensation (approximately 1 point) were offset by higher marketing expenses (approximately 1 point);

higher costs associated with costs savings and optimization initiatives (approximately 1 point) and higher benefit-related costs (approximately 1 point).

Administrative Expenses

2 unchanged sentences

The decrease was primarily due to increased benefits from cost savings initiatives (approximately 4 points);

lower incentive compensation (approximately 2 points);

and lower costs associated with cost savings initiatives (approximately 1 point), partially offset by higher certain litigation expenses (approximately 3 points).

lower incentive compensation (approximately 2 points) and lower costs associated with cost savings initiatives (approximately 1 point), partially offset by higher general administrative costs and inflation (approximately 2 points) and an increase in certain litigation expenses (approximately 1 point).

Other Expenses / (Income)

Other expenses were $24 million in 2026 compared to $244 million in 2025.

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

Other expenses in 2025 included impairment charges related to the Allied brands and Late July trademarks of $26 million, a loss of $25 million on the sale of the Pop Secret popcorn business, accelerated amortization expense of $14 million and a postretirement actuarial loss of $2 million.

Other expenses in 2026 included cost associated with cost savings initiatives of $38 million, costs associated with an acquisition of $4 million and pension actuarial and curtailment gains of $30 million.

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.

Operating Earnings

1 unchanged sentence

An analysis of operating earnings by segment follows:

Six Months Ended

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

Nine Months Ended

(Millions) May 3, 2026 April 27, 2025 % Change

Meals & Beverages $ 762 $ 892 (15)

Snacks 285 385 (26)

1,047 1,277 (18)

Corporate income (expense) (184) (405)

8 unchanged sentences

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:

1 unchanged sentence

• $11 million of certain litigation expenses, including expenses related to Plum;

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

• $4 million of costs associated with an acquisition;

• $30 million of pension actuarial and curtailment gains;

• $20 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges;

1 unchanged sentence

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 cost savings and optimization initiatives;

• $26 million of impairment charges related to the Allied brands and Late July trademarks;

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

• $20 million of accelerated amortization expense;

• $2 million postretirement actuarial loss;

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

• $2 million postretirement actuarial loss;

• $8 million of unrealized mark-to-market gains on outstanding undesignated commodity hedges;

4 unchanged sentences

The effective tax rate was 23.8% in 2026 and 25.3% in 2025.

The decrease in the effective tax rate was primarily due to $15 million of deferred tax expense related to the sale of the noosa yoghurt business in the prior year and the favorable resolution of certain state tax m atters in the current year, partially offset by excess tax benefits in the prior year and shortfalls in the current year associated with the vesting of stock-based compensation awards.

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

Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives

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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 integrated Sovos Brands, Inc.

(Sovos Brands).

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

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

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

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

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

The eligible employees were entitled to receive severance pay and benefits, including enhanced pension benefits for certain employees.

Substantially all electing employees will depart the company by December 2026.

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 Statements of Earnings related to these initiatives is as follows:

Three Months Ended Six Months Ended

(Millions, except per share amounts) February 1, 2026 January 26, 2025 February 1, 2026 January 26, 2025 Recognized as of February 1, 2026

Three Months Ended Nine Months Ended

(Millions, except per share amounts) May 3, 2026 April 27, 2025 May 3, 2026 April 27, 2025 Recognized as of May 3, 2026

Restructuring charges $ 9 $ 6 $ 15 $ 17 $ 39

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Research and development expenses 1 1 2 3 5

Other expenses / (income) 38 — 38 — 38

Total pre-tax charges $ 67 $ 21 $ 107 $ 73 $ 211

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

(Millions) Recognized as of February 1, 2026

(Millions) Recognized as of May 3, 2026

Severance pay and benefits

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Of the aggregate $310 million of pre-tax costs identified to date, we expect approximately $215 million will be cash expenditures.

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

In addition, we expect to invest approximately $220 million in capital expenditures, of which we invested $208 million as of May 3, 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.

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 February 1, 2026, we have generated total program-to-date pre-tax savings of $180 million.

As of May 3, 2026, we have generated total program-to-date pre-tax savings of $200 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:

February 1, 2026

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

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

Meals & Beverages $ 31 $ 51 $ 125

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Total $ 67 $ 107 $ 211

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

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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-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.

In the three- and nine-month periods ended May 3, 2026, we incurred $2 million and

$20 million in Marketing and selling expenses related to this initiative, respectively.

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.

As of May 3, 2026, we have incurred $45 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative.

Potential Future Initiatives

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We generated cash flows from operations of $839 million in 2026, compared to $872 million in 2025.

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

We had positive working capital of $40 million as of February 1, 2026, and negative working capital of $674 million as of August 3, 2025.

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 $428 million as of February 1, 2026, 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 using available resources, which may include cash on hand, commercial paper and/or our revolving credit facility.

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

We had negative working capital of $395 million as of May 3, 2026, 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 $864 million as of May 3, 2026, and $762 million as of August 3, 2025.

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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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 approximately $254 million at February 1, 2026 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 approximately $253 million at May 3, 2026 and $240 million at August 3, 2025.

Investing Activities

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Dividend payments were $354 million in 2026 and $343 million in 2025.

The regular quarterly dividend paid on our capital stock was $.39 per share in both the second quarter of 2026 and 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.

The regular quarterly dividend paid on our capital stock was $.39 per share in both the third quarter of 2026 and 2025.

On February 25, 2026, the Board of Directors declared a regular quarterly dividend of $.39 per share payable on May 4, 2026 to shareholders of record at the close of business on April 2, 2026.

On May 13, 2026, the Board of Directors declared a regular quarterly dividend of $.39 per share payable on August 3, 2026 to shareholders of record at the close of business on July 2, 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 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.

During the nine-month periods ended May 3, 2026 and April 27, 2025, we repurchased 805 thousand shares at a cost of

$26 million and 1.247 million shares at a cost of $60 million, respectively, pursuant to our anti-dilutive share repurchase programs.

As of May 3, 2026, approximately $172 million remained available under the September 2024 program and approximately $301 million remained available under the September 2021 program.

See Note 15 to the Consolidated Financial Statements and “Unregistered Sales of Equity Securities and Use of Proceeds” for additional information.

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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.

We 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.

As of February 1, 2026, we had $428 million of short-term borrowings due within one year, of which none was comprised of commercial paper borrowings.

As of February 1, 2026, we issued $45 million of standby letters of credit.

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

In March 2026, 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 $400 million aggregate principal amount of senior notes that matured in March 2026.

As of May 3, 2026, we had $864 million of short-term borrowings due within one year, of which $340 million was comprised of commercial paper borrowings.

As of May 3, 2026, we issued $45 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.

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 February 1, 2026, except for $1 million of standby letters of credit that we issued under it.

The 2024 Revolving Credit Facility Agreement remained unused at May 3, 2026, 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 are in compliance with the covenants contained in our credit facilities and debt securities.

Our credit ratings remain at investment grade.

A downgrade in one or more of our credit ratings could impact our ability to issue unsecured debt securities and potentially increase borrowing costs under our 2024 Revolving Credit Facility Agreement but would not affect our ability to borrow under such credit facility.

A downgrade in one or more of our credit ratings would also impact our ability to access the commercial paper markets.

CRITICAL ACCOUNTING ESTIMATES

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and reciprocal tariffs by its trading partners;

• the risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation, including those related to tariffs;

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

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• 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 to 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, 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;

• the risks related to the La Regina transaction, including that the 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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• a disruption, failure or security breach of our or our vendors' information technology systems, including ransomware attacks;

• our indebtedness and ability to pay such indebtedness;

• a ch ange in outlook or downgrade in our public credit ratings;

• impairment to goodwill or other intangible assets;

• our ability to protect our intellectual property rights;

• increased liabilities and costs related to our defined benefit pension plans;

• our ability to attract and retain key talent;

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• the costs, disruption and diversion of management's attention associated with activist investors;

• our indebtedness and ability to pay such indebtedness;

• increased liabilities and costs related to our defined benefit pension plans ;

• unforeseen business disruptions or other impacts due to political instability, civil disobedience, terrorism, geopolitical conflicts, extreme weather conditions, natural disasters, pandemics or other outbreaks of disease or other calamities.

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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