What changed in this filing

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Item 1. Business

2026-09-24 compared with 2025-09-18 · 34 added, 44 removed, 102 unchanged (43% of the section changed)

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Our principal executive offices are in Camden, New Jersey 08103-1799.

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.

On May 4, 2026, we acquired the 49% interests in La Regina for $146 million in cash.

The second tranche payment of $140 million will be payable at our 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 May 4, 2027.

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.

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

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

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

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

On May 30, 2023, we completed the sale of our Emerald nuts business.

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

On February 24, 2025, we completed the sale of our noosa yoghurt business.

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

For additional information on the divestitures, see Note 4 to the Consolidated Financial Statements.

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

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

Segment results have been adjusted retrospectively to reflect this change.

Our operations, including reportable segments, are described below.

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

The segment also includes snacking products in foodservice and Canada;

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

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

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

The segment also included the results of our Pop Secret popcorn business, which was sold on August 26, 2024 and our Emerald nuts business, which was sold on May 30, 2023.

Beginning in 2026, the snacking and meals and beverages retail business in Latin America is managed under our Meals & Beverages segment.

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

Campbell's condensed and ready-to-serve soups;

Chunky soups;

Swanson broth, stocks and canned poultry;

Pacific Foods broth, soups and non-dairy beverages;

Prego pasta sauces;

Pace Mexican sauces;

V8 juices and beverages;

Rao's pasta sauces, dry pasta, frozen entrées, frozen pizza and soups;

Pepperidge Farm cookies, crackers and fresh bakery;

Goldfish crackers;

Snyder's of Hanover pretzels;

Lance sandwich crackers;

Cape Cod potato chips;

Kettle Brand potato chips;

Late July snacks;

and Snack Factory pretzel crisps.

The segment also

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

Beginning in 2027, the Pepperidge Farm frozen business is managed under our Meals & Beverages segment.

See Note 8 to the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information regarding our reportable segments.

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Since many ingredients of suitable quality are available in sufficient quantities only during certain seasons, we make commitments for the purchase of such ingredients in their respective seasons.

During 2025, we experienced some volatility in commodity and supply chain costs, including the costs of labor, raw materials, energy, fuel, packaging materials and finished products, with a moderate impact from tariffs in the fourth quarter.

We are unable to predict the extent to which tariffs may impact our ability to source ingredients, packaging materials and finished products in the future, and certain supply pressures may continue throughout 2026.

In 2026, we expect more significant cost pressures primarily driven by tariff impacts.

We plan to reduce some of these costs and impacts over time through cost savings initiatives, inventory management practices, supplier collaboration, alternative sourcing opportunities, continued supply chain productivity initiatives, surgical pricing actions where necessary and other mitigation efforts.

During 2026, we experienced volatility in commodity and supply chain costs, including the costs of raw materials, packaging materials, energy, logistics, finished products and labor, driven in part by impacts from tariffs and ongoing geopolitical conflicts in the Middle East.

We are unable to predict the extent to which tariffs and ongoing geopolitical conflicts may impact our ability to source ingredients, packaging materials and finished products in the future, and certain supply pressures may continue throughout 2027.

In 2027, we expect inflationary pressures and volatility in various input costs to persist, primarily driven by impacts from tariffs, logistics costs and ongoing geopolitical conflicts.

We plan to reduce some of these impacts over time through cost savings initiatives, inventory management practices, supplier collaboration, alternative sourcing opportunities, continued supply chain productivity initiatives, surgical pricing actions where necessary and other mitigation efforts.

In most of our markets, sales and merchandising activities are conducted through our own sales force and/or third-party brokers and distribution partners.

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Our Snacks segment has a direct-store-delivery distribution model that uses independent contractor distributors.

Our five largest customers accounted for approximately 47 % of our consolidated net sales in 2025, 2024, and 2023.

Our largest customer, Wal-Mart Stores, Inc.

and its affiliates, accounted for approximately 21 % of our consolidated net sales in 2025 and 22 % in 2024 and 2023.

Both of our reportable segments sold products to Wal-Mart Stores, Inc.

Our five largest customers accounted for approximately 48 % of our consolidated net sales in 2026 and 47% in 2025 and 2024.

Our largest customer, Walmart Inc.

and its affiliates, accounted for approximately 22 % of our consolidated net sales in 2026, 21 % in 2025, and 22 % in 2024.

Both of our reportable segments sold products to Walmart Inc.

or its affiliates.

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We expect to spend approximately $300 million for capital projects in 2027.

Major capital projects based on planned spend in 2026 include network optimization for both our Meals & Beverages and Snacks businesses, information technology projects and wastewater initiatives.

Major capital projects based on planned spend in 2027 include sustaining our infrastructure, including wastewater initiatives, and network optimization projects.

We estimate that approximately $50 million of the capital expenditures anticipated during 2027 will be for upgrades to our Napoleon, Ohio wastewater treatment facility, with another approximately $5 million for other network wastewater initiatives.

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Our business is also regulated by similar agencies outside of the U.S.

Additionally, we are subject to food ingredients regulations (including but not limited to Food, Drug, and Cosmetic Act (FD&C) colors), labeling and packaging regulations (including but not limited to extended producer responsibility (EPR) regulations), data privacy and security regulations, tax and securities regulations, import regulations, accounting and reporting standards, and other financial laws and regulations.

Additionally, we are subject to food ingredients regulations (including specific ingredients we can and do use, and how they must be declared on our labels), labeling and packaging regulations (including but not limited to extended producer responsibility (EPR) regulations), data privacy and security regulations, tax regulations, securities regulations, import regulations, accounting and reporting standards, and other financial laws and regulations.

We believe that we are in compliance with current laws and regulations in all material respects and do not expect that continued compliance with such laws and regulations will have a material effect on capital expenditures, earnings or our competitive position.

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In addition, we continue to monitor existing and pending environmental laws and regulations within the U.S.

and elsewhere relating to climate change, greenhouse gas emissions, energy and sustainability, including EPR laws and regulations.

and elsewhere relating to climate change, greenhouse gas emissions and reporting, energy and sustainability, including EPR laws and regulations.

While the impact of these laws and regulations cannot be predicted with certainty, we do not believe that compliance with these laws and regulations will have a material effect on capital expenditures, earnings or our competitive position.

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Human Capital Management

One of the four pillars of our strategic framework is to build a Top Team.

One of the four pillars of our transformation framework is to build a performance culture.

To do this, we are committed to building a company where everyone is valued and supported to do their best work.

We believe that our employees are the driving force behind our success.

Prioritizing attracting, developing and retaining world-class talent and cultivating a culture of belonging embodies our purpose, Connecting people through food they love.

This approach also aligns with our Employee Value Proposition, Make history with Campbell’s , to enhance our focus on building a winning team and culture.

In accordance with our purpose and Employee Value Proposition, we have brought together all of our corporate team members from our Snacks offices in Charlotte, North Carolina and Norwalk, Connecticut to our headquarters in Camden, New Jersey.

This move has helped to foster closer collaboration and enhance decision-making, thereby enabling us to execute our business strategy.

We have also invested in other work experiences and wellness areas in our field locations.

Prioritizing attracting, developing and retaining world-class talent embodies our purpose, Connecting people through food they love .

On August 2, 2026, we had approximately 13,500 full-time and part-time employees.

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Our developmental programs allow employees to focus on timely and topical development areas including leadership excellence, change management and functional capabilities.

We communicate frequently and transparently with our employees through regular company-wide and business unit check-ins, and we conduct employee engagement surveys that provide our employees with an opportunity to share anonymous feedback with management in a variety of areas including confidence in leadership, growth and career opportunities, alignment of work and overall engagement.

We communicate frequently and transparently with our employees through regular company-wide and business unit check-ins, and we conduct employee engagement surveys that provide our employees

with an opportunity to share anonymous feedback with management in a variety of areas including confidence in leadership, growth and career opportunities, alignment of work and overall engagement.

Total Rewards

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We provide a workplace that develops, supports and motivates our people.

Our Ways to Well-being Strategy provides information, education tools and resources to drive engagement and to help support our employees' physical, financial, professional, social and emotional well-being.

As part of this focus on well-being, we emphasize the need for our employees to embrace healthy lifestyles and we offer a variety of wellness education opportunities for our employees.

Our Ways to Well-being Strategy provides information, education tools and resources to drive engagement and to help support our employees' physical, financial and professional well-being.

We continue to modernize our workspaces and have a hybrid work policy to allow office-based employees to work remotely several days per week.

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We make available free of charge at the Investors portion of this website (under the "Financials—SEC Filings" caption) all of our reports (including amendments) filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K.

These reports are made available on the website as soon as reasonably practicable after their filing with, or furnishing to, the Securities and Exchange Commission (SEC).

These reports are made available on the website as soon as reasonably practicable after their filing with, or furnishing to, the SEC.

All websites appearing in this Annual Report on Form 10-K are inactive textual references only, and the information in, or accessible through, such websites is not incorporated into this Annual Report on Form 10-K, or into any of our other filings with the SEC.

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-K

Item 1. Business