What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-09-24 compared with 2025-09-18 · 544 added, 305 removed, 1384 unchanged (38% of the section changed)

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Recent Accounting Pronouncements

Acquisition s

Variable Interest Entities and Redeemable Noncontrolling Interests

Accumulated Other Comprehensive Income (Loss)

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Net earnings attributable to The Campbell's Company $ 403 $ 602 $ 567

Per Share — Basic

Net earnings attributable to The Campbell's Company $ 2.02 $ 1.90 $ 2.87

Weighted average shares outstanding — basic 298 298 299

Per Share — Assuming Dilution

Net earnings attributable to The Campbell's Company

Net earnings per share attributable to The Campbell's Company common shareholders (1)

Basic $ 1.34 $ 2.02 $ 1.90

$ 1.31 $ 2.01 $ 1.89

Weighted average shares outstanding — assuming dilution 300 300 301

Weighted average shares outstanding

Basic 298 298 298

Diluted 300 300 300

(1) See Note 10 for additional information.

See accompanying Notes to Consolidated Financial Statements.

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Total comprehensive income (loss) $ 405 $ 604 $ 553

Net earnings (loss) attributable to noncontrolling interests 2 — —

Foreign currency translation adjustments attributable to noncontrolling interests ( 3 ) — ( 3 ) — — — — — —

Total comprehensive income (loss) attributable to noncontrolling interests ( 1 ) — —

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(millions, except per share amounts)

August 3, 2025 July 28, 2024

August 2, 2026 August 3, 2025

Current assets

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Total assets (1)

$ 15,648 $ 14,896

Current liabilities

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Total liabilities (1)

11,492 10,992

Commitments and contingencies (Note 19)

Redeemable noncontrolling interests 304 —

The Campbell's Company shareholders' equity

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Total equity 3,852 3,904

Total liabilities and equity $ 14,896 $ 15,235

Total liabilities, redeemable noncontrolling interests and equity $ 15,648 $ 14,896

(1) Total assets at August 2, 2026 include the following balances associated with consolidated variable interest entities (VIEs) that can only be used to settle obligations of the VIEs:

Cash and cash equivalents, $ 92 ;

Accounts receivable, net, $ 26 ;

Inventories, $ 93 ;

Other current assets, $ 30 ;

Plant assets, net of depreciation, $ 149 ;

Other assets, $ 37 ;

and Total assets, $ 427 .

Total liabilities at August 2, 2026 include the following balances associated with consolidated VIEs for which creditors only have recourse to the VIEs:

Short-term borrowings, $ 77 ;

Accounts payable, $ 77 ;

Accrued liabilities, $ 10 ;

Long-term debt, $ 28 ;

Other liabilities, $ 10 ;

and Total Liabilities, $ 202 .

See Note 5 for additional information.

See accompanying Notes to Consolidated Financial Statements.

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Stock-based compensation 56 57 99

Amortization of inventory fair value adjustment from acquisition — 17 —

Pension and postretirement benefit expense (income) 24 39 ( 22 )

Amortization of inventory fair value adjustments from acquisitions 3 — 17

Pension and postretirement benefit expense 8 24 39

Depreciation and amortization 413 434 411

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Other 142 119 138

Changes in working capital, net of acquisition and divestitures

Changes in working capital, net of acquisitions and divestitures

Accounts receivable 21 26 ( 16 )

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Sales of routes 53 121 34

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

Business acquisitions, net of cash acquired 1 — ( 2,617 )

Sales of businesses, net of cash divested 5 258 —

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Income (Loss) Noncontrolling

Interests (1)

Issued In Treasury Total

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( 449 ) ( 449 )

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

acquisition (2)

Treasury stock purchased ( 2 ) ( 67 ) ( 67 )

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( 460 ) ( 460 )

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

acquisition (1)

Treasury stock purchased ( 1 ) ( 62 ) ( 62 )

Treasury stock issued under stock-based compensation plans 1 62 ( 19 ) ( 17 ) 26

Balance at July 28, 2024

Balance at August 3, 2025

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

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( 469 ) ( 469 )

Accretion of redeemable noncontrolling interests ( 5 ) ( 5 )

Treasury stock purchased ( 1 ) ( 26 ) ( 26 )

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323 $ 12 ( 25 ) $ ( 1,182 ) $ 412 $ 4,620 $ ( 12 ) $ 2 $ 3,852

(1) Excludes redeemable noncontrolling interests.

(2) See Note 3 for additional information.

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We are a manufacturer and marketer of high-quality, branded food and beverage products.

Basis of Presentation — The consolidated financial statements include our accounts and entities in which we maintain a controlling financial interest.

Basis of Presentation — The consolidated financial statements include our accounts and entities in which we maintain a controlling financial interest and variable interest entities (VIEs) for which we are the primary beneficiary.

Intercompany transactions are eliminated in consolidation.

Ownership interests of other parties in our consolidated subsidiaries and VIEs are presented in the consolidated financial statements as activities and balances attributable to noncontrolling interests.

See Note 5 for additional information on VIEs and redeemable noncontrolling interests.

Our fiscal year ends on the Sunday nearest July 31.

There were 53 weeks in 2025 and 52 weeks in 2024 and 2023.

There were 52 weeks in 2026, 53 weeks in 2025, and 52 weeks in 2024.

There will be 52 weeks in 2027.

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If impairment is determined to exist, the charge is calculated based on estimated fair value.

See Note 6 for more information.

See Note 7 for additional information.

Leases — We determine if an agreement is or contains a lease at inception by evaluating if an identified asset exists that we control for a period of time.

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All operating lease cash payments and interest on finance leases are recorded within Net cash provided by operating activities and all finance lease principal payments are recorded within Net cash used in financing activities in our Consolidated Statements of Cash Flows.

See Note 11 for more information.

See Note 12 for additional information.

Derivative Financial Instruments — We use derivative financial instruments primarily for purposes of hedging exposures to fluctuations in foreign currency exchange rates, interest rates, commodities and equity-linked employee benefit obligations.

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For derivatives that are designated and qualify as hedging instruments, the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in earnings under a systematic and rational method over the life of the hedging instrument and is presented in the same statement of earnings line item as the earnings effect of the hedged item.

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).

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).

Changes in the fair value of derivatives that are not designated for hedge accounting are recognized in current-period earnings.

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We adopted the guidance in the fourth quarter of 2025.

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

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

See Note 8 for additional information.

Accounting Pronouncements Not Yet Adopted

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

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

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

Early adoption is permitted.

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

We adopted the guidance on a prospective basis in the fourth quarter of 2026.

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

See Note 13 for additional information.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued guidance to improve disclosures by requiring additional details about specific types of expenses (purchases of inventory, employee compensation, depreciation and intangible asset amortization) included in certain expense captions.

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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.

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

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

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

Early adoption is permitted.

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

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

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

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

Early adoption is permitted.

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.

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

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

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

Early adoption is permitted.

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

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

In May 2026, the FASB issued guidance on the accounting and disclosure requirements related to environmental credits and environmental credit programs.

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

Early adoption is permitted.

The guidance should be applied on a retrospective basis.

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

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.

We acquired the 49 % interests in La Regina on May 4, 2026 .

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

(i) $ 146 million was paid in cash at the closing of the acquisition, and (ii) $ 140 million of deferred consideration 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.

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.

To the extent the deferred consideration is not fully settled in shares of our capital stock, we may use shares to settle the options in an amount not to exceed $ 140 million.

In addition, La Regina SPA shareholders are entitled to additional contingent consideration for potential grants received related to investments in production capacity expansion, not to exceed € 25 million.

Total purchase consideration for the 49 % interests in La Regina was $ 299 million, which was determined as follows:

Cash consideration paid to La Regina shareholders at closing (1)

Deferred consideration payable to La Regina shareholders on the first anniversary of closing (2)

Contingent consideration payable to La Regina SPA shareholders upon receipt of grants (3)

Total consideration $ 299

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(1) Represents the first tranche of consideration paid to La Regina shareholders at the closing date.

(2) Represents the estimated closing date fair value of the second tranche of consideration payable to La Regina shareholders on May 4, 2027, which is reflected as a liability measured at fair value in the Consolidated Balance Sheet.

Fair value was determined based on the present value of the obligation using an appropriate discount rate.

The obligation will be accreted to the amount payable with changes recognized in Interest expense.

(3) Represents the estimated closing date fair value of the payment to the La Regina SPA shareholders contingent upon the amount received by La Regina for grants, which is reflected as a contingent consideration liability at fair value in the Consolidated Balance Sheet.

Fair value of the obligation and grant receivable was determined using a probability-weighted discounted cash flow analysis, based on the estimated timing of cash flows, probability of the amount of the grants received and using an appropriate discount rate.

Changes in fair value will be recognized in earnings.

La Regina SPA and La Regina Atlantica were determined to be VIEs.

Based on the nature of our arrangements, we are deemed to be the primary beneficiary and therefore consolidate the VIEs, reflecting the remaining 51 % of the outstanding equity interests as noncontrolling interests in our consolidated financial statements.

See Note 5 for additional information.

The acquired assets, the assumed liabilities and the 51 % noncontrolling interests were recorded at estimated fair values at closing.

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

(Millions) Estimated Fair Value

Cash and cash equivalents $ 147

Accounts receivable 29

Inventories 109

Other current assets 24

Plant assets 151

Other assets 28

Total assets acquired $ 488

Short-term borrowings $ 124

Accounts payable 49

Accrued liabilities 7

Accrued income taxes 1

Long-term debt 36

Deferred taxes 3

Other liabilities 4

Total liabilities assumed $ 224

Net assets acquired $ 264

Noncontrolling interests (1)

Total consideration $ 299

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(1) The fair value of the noncontrolling interests was determined based on the implied total equity value of the transaction, adjusted for the value of the put and call options.

The value of the options was estimated using an option pricing approach, incorporating assumptions about expected volatility, time to exercise and risk-free interest rates.

The redeemable noncontrolling interests are recorded as temporary equity in the Consolidated Balance Sheet.

The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $ 335 million of goodwill.

Goodwill of $ 54 million, which is attributed to the acquisition of La Regina Atlantica, is deductible for tax purposes.

The remaining amount of goodwill is not deductible for tax purposes.

The goodwill is primarily attributable to intangible assets that did not qualify for separate recognition.

The goodwill is included in the Meals & Beverages segment.

The purchase price allocation of La Regina is preliminary and is subject to the finalization of certain items, including valuations and tax balances, which will be completed within the allowable measurement period.

We incurred costs of $ 26 million associated with the acquisition in 2026, including transaction costs, of which $ 23 million were recorded in Other expenses / (income), and $ 3 million in Cost of products sold related to the amortization of the acquisition date fair value adjustment to inventories.

The results of operations for La Regina for the period May 4, 2026 through August 2, 2026 were not material.

Unaudited pro forma financial results as if the acquisition had occurred as of July 29, 2024 were not material.

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

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See Note 14 for additional information.

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

(Millions) Estimated Fair Value

Accounts receivable 96

Inventories 130

Other current assets 5

Plant assets 100

Other intangible assets 1,776

Other assets 16

Total assets acquired $ 2,363

Accounts payable $ 96

Accrued liabilities 56

Accrued income taxes 1

Long-term debt 9

Deferred taxes 407

Other liabilities 11

Total liabilities assumed $ 580

Net assets acquired $ 1,783

Goodwill 1,116

Total consideration $ 2,899

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

The goodwill is not deductible for tax purposes.

The goodwill was primarily attributable to future growth

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

The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition.

The goodwill is included in the Meals & Beverages segment.

The identifiable intangible assets of Sovos Brands consist of:

(Millions) Type Life in Years Value

Trademarks Non-amortizable Indefinite $ 1,470

Trademarks (1)

Amortizable 20 76

Customer relationships (2)

Amortizable 20 to 30 230

Total identifiable intangible assets $ 1,776

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

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

We incurred transaction costs and integration costs, including costs to achieve synergies, of $ 128 million associated with the Sovos Brands acquisition in 2024.

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

On May 30, 2023, we completed the sale of our Emerald nuts business for $ 41 million.

We recognized a pre- and after-tax loss on the sale of $ 13 million.

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

The business had net sales of $ 51 million in 2023.

Earnings were not material in the period.

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

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

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

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

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

The business had net sales of $ 9 million in 2025, $ 119 million in 2024, and $ 133 million in 2023.

The business had net sales of $ 9 million in 2025 and $ 119 million in 2024.

Earnings were not material in the periods.

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

In the second quarter of 2025, we recorded $ 15 million of tax expense

related to the sale of the business.

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

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

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

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

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

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

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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.

Variable Interest Entities and Redeemable Noncontrolling Interests

Variable Interest Entities

We evaluate our ownership interests, contractual arrangements and other relationships to determine if we have a variable interest in an entity.

These evaluations involve judgment and assumptions based on available historical and prospective information, among other qualitative factors.

If we determine that an entity is a VIE and that we are the primary beneficiary, we consolidate the entity in our consolidated financial statements.

We are considered the primary beneficiary of the VIE when we have both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The determination of the primary beneficiary is reassessed on an ongoing basis.

On May 4, 2026, we acquired 49 % of the issued and outstanding shares of the La Regina entities, which were determined to be VIEs.

See Note 3 for additional information on the acquisition of La Regina.

La Regina currently produces all of our Rao’s tomato-based pasta sauces pursuant to a long-term manufacturing and supply agreement.

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.

We determined that we are the primary beneficiary and therefore consolidate the La Regina entities based on the totality of our arrangements, including the fixed price put and call options and our greater exposure to the economic risks and benefits of the VIEs as well as our integrated business relationship with La Regina.

The remaining 51 % of the outstanding equity interests of La Regina are accounted for as noncontrolling interests.

Refer to the section below on Redeemable Noncontrolling Interests.

The carrying amounts of La Regina’s assets and liabilities included in our Consolidated Balance Sheets are summarized below.

The assets can only be used to settle obligations of La Regina and creditors only have recourse to La Regina for the liabilities.

(Millions) 2026

Cash and cash equivalents $ 92

Accounts receivable, net 26

Inventories 93

Other current assets 30

Plant assets, net of depreciation 149

Other assets 37

Total assets $ 758

Short-term borrowings 77

Accounts payable 77

Accrued liabilities 10

Long-term debt 28

Other liabilities 10

Total liabilities $ 202

Redeemable Noncontrolling Interests

Noncontrolling interests with redemption features that are outside of our control at fixed or determinable prices and dates are presented in temporary equity on the Consolidated Balance Sheets.

The remaining 51 % noncontrolling equity interests in La Regina are considered redeemable and classified as temporary equity due to the fixed price put option under the purchase agreements, which may require us to purchase all or a portion of the remaining equity interests from the La Regina equity holders during a defined exercise period.

The put option is exercisable upon the passage of time at the option of the holders based on a fixed price other than fair value as described above.

The redeemable noncontrolling interests are measured at the greater of the redemption fair value or the carrying value, adjusted for net earnings (loss) and other comprehensive income (loss).

The acquisition date fair value of the redeemable noncontrolling interests was approximately $ 300 million, which will be accreted using the effective interest method to the redemption value of $ 357 million over four years when the put option becomes exercisable.

The fair value of the noncontrolling interests was determined by the fixed price of the put and call options embedded within the noncontrolling interest, discounted to present value.

Adjustments related to the accretion of the redemption value will be recognized in retained earnings.

The redemption value was determined based on 51% of the implied total equity value of approximately $ 584 million, plus a 20% premium.

Changes in the redeemable noncontrolling interests are as follows:

(Millions) 2026

Balance at beginning of year $ —

Acquisition (1)

Net earnings (loss) attributable to redeemable noncontrolling interests 2

Accretion of redeemable noncontrolling interests 5

Foreign currency translation adjustments ( 3 )

Balance at end of year $ 304

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(1) See Note 3 for additional information on the acquisition of La Regina.

Accumulated Other Comprehensive Income (Loss)

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

Balance at July 28, 2024

Balance at August 3, 2025

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

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Net current-period other comprehensive income (loss) ( 7 ) 8 ( 1 ) —

Other comprehensive income (loss) attributable to noncontrolling interests (4)

( 3 ) — — ( 3 )

Balance at August 2, 2026

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(1) Included no tax as of August 3, 2025, July 28, 2024, July 30, 2023, and July 31, 2022.

(2) Included a tax benefit of $ 3 million as of August 3, 2025, $ 2 million as of July 28, 2024, and $ 1 million as of July 30, 2023, and no tax as of July 31, 2022.

(3) Included tax expense of $ 2 million as of August 3, 2025, and $ 1 million as of July 28, 2024, July 30, 2023, and July 31, 2022.

Amounts related to noncontrolling interests were not material.

(1) Included no tax as of August 2, 2026, August 3, 2025, July 28, 2024, and July 30, 2023.

(2) Included a tax benefit of $ 1 million as of August 2, 2026, $ 3 million as of August 3, 2025, $ 2 million as of July 28, 2024, and $ 1 million as of July 30, 2023.

(3) Included tax expense of $ 2 million as of August 2, 2026 and August 3, 2025, and $ 1 million as of July 28, 2024 and July 30, 2023.

(4) See Note 5 for additional information .

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

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Losses (gains) on cash-flow hedges:

Commodity contracts $ — $ — $ ( 3 ) Cost of products sold

Foreign exchange contracts $ 3 $ ( 3 ) $ ( 3 ) Cost of products sold

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

Acquisition (1)

Divestitures (1)

( 65 ) ( 21 ) ( 86 )

Foreign currency translation adjustment — — —

Net balance at July 28, 2024

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

Divestitures (2)

Net balance at August 3, 2025

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

Acquisition (2)

Foreign currency translation adjustment ( 5 ) — ( 5 )

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(1) See Note 3 for additional information on the acquisition of Sovos Brands.

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

(2) See Note 3 for additional information on the acquisition of La Regina.

Intangible Assets

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

(Millions) Cost Accumulated Amortization Divestiture (1)

Net Cost Accumulated Amortization Net

(Millions) Cost Accumulated Amortization Net Cost Accumulated Amortization Net

Amortizable intangible assets

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Lance 350 350

Kettle Brand 318 318

Pacific Foods 280 280

Kettle Brand 258 318

Cape Cod 130 187

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

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

See Note 4 for additional information.

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

(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 $ 41 million for 2026, $ 68 million for 2025 and $ 73 million for 2024.

Amortization expense in 2025, 2024 and 2023 included accelerated amortization expense of $ 20 million, $ 27 million and $ 7 million, respectively, on customer relationships which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.

Amortization expense in 2025 and 2024 included accelerated amortization expense of $ 20 million and $ 27 million, respectively, on customer relationships which began in the fourth quarter of 2023 due to the loss of certain contract manufacturing customers.

As of August 2, 2026, amortizable intangible assets had a weighted-average remaining useful life of 17 years.

Amortization expense is estimated to be approximately $ 40 million per year for the following five years.

In the fourth quarter of 2024, we recognized an impairment charge of $ 53 million on certain salty snacks and cookie trademarks within our Snacks segment, including Tom’s , Jays , Kruncher’s , O-Ke-Doke , Stella D’oro and Archway , collectively referred to as our "Allied brands." In 2024, sales and operating performance were below expectations due in part to competitive

pressure and reduced margins.

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

In the fourth quarter of 2024, we recognized an impairment charge of $ 53 million on our Allied brands trademarks.

In 2024, sales and operating performance were below expectations due in part to competitive pressure and reduced margins.

In the fourth quarter of 2024, based on recent performance and the reevaluation of the position of the Allied brands within our portfolio, we lowered our near-term and long-term outlook for future sales and operating performance, reducing the carrying value of the trademarks to $ 43 million.

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

In the fourth quarter of 2026, based on recent performance, we recognized impairment charges on the Kettle Brand and Cape Cod trademarks.

In 2026, sales and operating performance were below expectations due in part to competitive pressures and reduced margins.

As a result, we lowered our near-term and long-term outlook for future sales and operating performance.

We recognized an impairment charge of $ 60 million on the Kettle Brand trademark, reducing the carrying value to $ 258 million, and an impairment charge of $ 57 million on the Cape Cod trademark, reducing the carrying value to $ 130 million.

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

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

As of the 2026 annual impairment testing, indefinite-lived trademarks with approximately 10% or less of excess coverage of fair value over carrying value had an aggregate carrying value of $ 1.225 billion and included the Snyder's of Hanover , Pace , Kettle Brand, Cape Cod , Late July and Allied brands trademarks.

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

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

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

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

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 beverage s products in retail and foodservice in the U.S.

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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.

Segment results have been adjusted retrospectively to reflect this change;

• 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.

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

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

in monitoring actual performance versus plan.

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

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

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

Unrealized gains and losses on outstanding undesignated commodity hedging activities

are excluded from segment operating earnings and are recorded in Corporate as these open positions represent hedges of future purchases.

Upon closing of the contracts, the realized gain or loss is transferred to segment operating earnings, which allows the segments to reflect the economic effects of the hedge without exposure to quarterly volatility of unrealized gains and losses.

Only the service cost component of pension and postretirement expense is allocated to segments.

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

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

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

Our largest customer, Wal-Mart Stores, Inc.

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

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

Our largest customer, Walmart Inc.

and its affiliates, accounted for approximately 22 % of 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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(2) Represents unallocated items.

Pension and postretirement actuarial gains and losses are included in Corporate.

There were actuarial losses of $ 24 million in 2025, losses of $ 33 million in 2024 and gains of $ 15 million in 2023.

Pension and postretirement actuarial and curtailment gains and losses are included in Corporate.

There were actuarial and curtailment gains of $ 23 million in 2026, actuarial losses of $ 24 million in 2025 and actuarial losses of $ 33 million in 2024.

Costs related to the cost savings and optimization initiatives were $ 135 million, $ 101 million and $ 92 million in 2026, 2025 and 2024, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were gains of $ 11 million in 2025, losses of $ 22 million in 2024 and gains of $ 21 million in 2023.

Accelerated amortization expense related to customer relationship intangible assets was $ 20 million, $ 27 million and $ 7 million in 2025, 2024 and 2023,

respectively.

Intangible asset impairment charges were $ 176 million and $ 129 million in 2025 and 2024, respectively.

Insurance recoveries of $ 1 million and costs of $ 3 million related to a cybersecurity incident were included in 2025 and 2024, 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 $ 5 million in 2025 and 2024.

A loss on the sale of our Pop Secret popcorn business of $ 25 million was included in 2025 and a loss on the sale of our Emerald nuts business of $ 13 million was included in 2023.

Costs associated with the acquisition of Sovos Brands were $ 105 million and $ 5 million in 2024 and 2023, respectively.

Unrealized mark-to-market adjustments on outstanding undesignated commodity hedges were gains of $ 6 million in 2026, gains of $ 11 million in 2025 and losses of $ 22 million in 2024.

Intangible asset impairment charges were $ 117 million , $ 176 million and $ 129 million in 2026, 2025 and 2024, respectively.

Insurance recoveries of $ 1 million were included in 2026 and 2025 and costs of $ 3 million were included in 2024 related to a cybersecurity incident.

Litigation expenses related to the Plum baby food and snacks business, which was divested on May 3, 2021, and certain other litigation matters were $ 14 million in 2026 and $ 5 million in 2025 and 2024.

Costs associated with the acquisition of La Regina were $ 26 million in 2026 and costs associated with the acquisition of Sovos Brands were $ 105 million in 2024.

Accelerated amortization expense related to customer relationship intangible assets was $ 20 million and $ 27 million in 2025 and 2024, respectively.

A loss on the sale of our Pop Secret popcorn business of $ 25 million was included in 2025.

(3) See Note 9 for additional information.

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Beverages include V8 juices and beverages, Campbell’s tomato juice and Pacific Foods non-dairy beverages.

We are a North American focused company with 95 % of our net sales related to our U.S operations in 2025, 2024 and 2023.

We are a North American focused company with 95 % of our net sales related to our U.S.

operations in 2026, 2025 and 2024.

Primarily all of our long-lived assets relate to our U.S.

operations, with less than 1 % related to non-U.S operations in 2025 and 2024.

operations, with less than 5 % related to non-U.S.

operations in 2026 and less than 1 % in 2025.

Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives

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See Note 3 for additional information.

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

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

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

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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 integrate Sovos Brands.

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

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

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

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

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

As mentioned above, we substantially completed our previous multi-year cost savings initiatives and Snyder's-Lance cost transformation program and integration and had identified initial opportunities for cost synergies as we integrated Sovos Brands.

Certain initiatives from those programs were 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.

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

(Millions) 2026

Recognized as of August 2, 2026

Restructuring charges $ 67 $ 24 $ 91

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Research and development expenses 4 3 7

Other expenses / (income) 38 — 38

Total pre-tax charges $ 181 $ 104 $ 285

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

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

(Millions) Recognized as of August 2, 2026

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Implementation costs and other related costs

The total estimated pre-tax costs for actions that have been identified to date are approximately $ 215 million, and we expect to incur substantially all of the costs through 2028.

These estimates will be updated as the detailed plans are developed.

We expect the costs for the actions that have been identified to date to consist of the following:

approximately $ 30 million in severance pay and benefits;

approximately $ 55 million in asset impairment and accelerated depreciation;

and approximately $ 130 million in implementation costs and other related costs.

We expect these pre-tax costs to be associated with our segments as follows:

Meals & Beverages - approximately 71 %;

Snacks - approximately 11 % and Corporate - approximately 18 %.

Of the aggregate $ 215 million of pre-tax costs identified to date, we expect approximately $ 155 million will be cash expenditures.

In addition, we expect to invest approximately $ 205 million in capital expenditures, of which we invested $ 147 million as of August 3, 2025.

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

Of the aggregate $ 285 million pre-tax costs incurred to date, $ 158 million were cash expenditures.

In addition, we invested $ 216 million in capital expenditures as of August 2, 2026.

The capital expenditures primarily related 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.

A summary of the restructuring activity and related reserves is as follows:

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

(Millions) Severance Pay and Benefits Pension Benefits (4)

Implementation Costs and Other Related

Asset Impairment/Accelerated Depreciation Other Non-Cash Exit Costs (6)

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40 38 47 49 7 $ 181

2026 cash payments

Accrued balance at August 2, 2026 (3)

__________________________________________

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

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

(3) Includes $ 4 million of severance pay and benefits recorded in Other liabilities in the Consolidated Balance Sheet.

(4) Represents special termination pension benefits offered under the voluntary early retirement program.

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

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

(Millions) 2025

(Millions) 2026 Costs Incurred to Date

Meals & Beverages $ 71 $ 145

Corporate 27 43

Total $ 181 $ 285

Beginning in 2027, certain phases of these initiatives that have not been fully implemented will be incorporated into our 2027 cost savings initiatives described below.

2027 Cost Savings Initiatives

On September 3, 2026, we announced plans to implement cost savings initiatives beginning in 2027, including those remaining under our 2025 cost savings initiatives, targeted overhead savings actions and an enterprise spend optimization project to improve how we manage and deploy direct and indirect spending.

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

The total estimated pre-tax costs for actions that have been identified to date are approximately $ 90 million, and we expect to incur substantially all of the costs through 2030.

These estimates will be updated as the detailed plans are developed.

We expect the costs for the actions that have been identified to date to consist of the following:

approximately $ 5 million in severance pay and benefits and approximately $ 85 million in implementation costs and other related costs.

We expect these pre-tax costs to be associated with our segments as follows:

Meals & Beverages - approximately 36 %;

Snacks - approximately 35 % and Corporate - approximately 29 %.

Of the aggregate $ 90 million of pre-tax costs identified to date, we expect substantially all will be cash expenditures.

In addition, we expect to invest approximately $ 10 million in capital expenditures.

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 2026, we incurred $ 21 million in Marketing and selling expenses related to this initiative.

In 2025, we incurred $ 20 million in Marketing and selling expenses and $ 1 million in Administrative expenses related to this initiative.

In 2024, we incurred $ 5 million in Marketing and selling expenses related

to this initiative As of August 3, 2025, we have incurred $ 25 million in Marketing and selling expenses and $ 1 million in Administrative expenses related to this initiative.

In 2024, we incurred $ 5 million in Marketing and selling expenses related to this initiative.

As of August 2, 2026, we have incurred $ 46 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 2025 excludes approximately 1 million stock options that would have been antidilutive.

The earnings per share calculation for 2024 and 2023 excludes less than 1 million stock options that would have been antidilutive.

Net earnings (loss) attributable to The Campbell's Company common shareholders for basic EPS is determined by taking Net earnings (loss) attributable to The Campbell's Company less the accretion of redeemable noncontrolling interests to redemption value as the redemption is deemed probable and at an amount other than fair value.

See also Note 5 for additional information.

In connection with the La Regina acquisition, we recognized a liability at fair value for the deferred consideration that will be paid on May 4, 2027.

The deferred consideration will be payable at our discretion in either cash or shares of our capital stock.

See Note 3 for additional information.

We recognize changes in fair value to accrete the liability to the total $ 140 million due on May 4, 2027.

As the deferred consideration may be settled in shares, for diluted EPS purposes we apply the if-converted method and assume share settlement.

Under this method because the entire amount to be accreted would be immediately recognized upon payment, Net earnings (loss) attributable to The Campbell's Company common shareholders for diluted EPS also includes the unrecognized accretion on the deferred consideration.

The weighted average shares outstanding used for basic and diluted EPS calculations vary in that the weighted average shares outstanding assuming dilution include the incremental effect of stock options and other share-based payment awards, calculated using the treasury stock method, and the incremental shares that would be assumed to satisfy the deferred consideration, except when such effect would be antidilutive.

To the extent the deferred consideration is not fully settled in shares of our capital stock, we may use shares to settle the options to acquire all or a portion of the remaining 51% of the outstanding equity interests of La Regina.

In periods after the settlement of the deferred consideration and to the extent shares otherwise remain available under the maximum aggregate share settlement amount of $ 140 million, for diluted EPS purposes, we will apply the if-converted method and assume share settlement for the exercise of the options.

Under this method, Net earnings (loss) attributable to The Campbell’s Company common shareholders for diluted EPS will include the hypothetical portion of earnings that we would acquire with the assumed share settlement and adjusted for the recognized accretion of the redeemable noncontrolling interests.

The weighted average shares outstanding for diluted EPS purposes will include the incremental effect of shares assumed to satisfy the exercise of the options.

The following table presents the calculations of basic and diluted EPS for the periods presented in the Consolidated Statements of Earnings:

(Millions, except per share amounts) 2026 2025 2024

Net earnings attributable to The Campbell's Company $ 403 $ 602 $ 567

Accretion of redeemable noncontrolling interests 5 — —

Net earnings attributable to The Campbell's Company common shareholders — Basic $ 398 $ 602 $ 567

Unrecognized accretion on deferred consideration 4 — —

Net earnings attributable to The Campbell's Company common shareholders — Diluted $ 394 $ 602 $ 567

Weighted average common shares outstanding - Basic 298 298 298

Weighted average dilutive effect of stock options and other share-based payment awards 1 2 2

Weighted average dilutive effect of deferred consideration 1 — —

Weighted average common shares outstanding - Diluted 300 300 300

Net earnings per share attributable to The Campbell's Company common shareholders:

Basic $ 1.34 $ 2.02 $ 1.90

Diluted $ 1.31 $ 2.01 $ 1.89

The EPS calculation for 2026 excludes approximately 1 million stock options that would have been antidilutive.

The EPS calculation for 2025 and 2024 excludes less than 1 million stock options that would have been antidilutive.

Pension and Postretirement Benefits

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All collective bargaining units adopted this amendment by December 31, 2011.

In 2026, certain pension plans were amended to freeze future benefit accruals (other than interest credits on already accrued benefits), effective as of August 1, 2028, for certain salaried employees who remain with the company and participate in the plans after that date.

In June 2026, we settled $ 70 million of our pension benefit obligations associated with approximately 500 retired participants that were receiving benefits within our U.S.

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Determining net periodic benefit expense (income) is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, turnover rates and health care trend rates.

Actuarial gains and losses are recognized immediately in Other expenses / (income) in the Consolidated Statements of Earnings as of the measurement date, which is our fiscal year end, or more frequently if an interim remeasurement is required.

Actuarial gains and losses are recognized immediately in Other expenses / (income) in the Consolidated Statements of Earnings as of the measurement date,

which is our fiscal year end, or more frequently if an interim remeasurement is required.

We use the fair value of plan assets to calculate the expected return on plan assets.

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

Special termination benefits 38 — — — — —

Curtailment losses (gains) ( 5 ) — — — — —

Actuarial losses (gains) ( 14 ) 26 33 ( 4 ) ( 2 ) —

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The components of net periodic benefit expense (income) other than the service cost component are included in Other expenses / (income) in the Consolidated Statements of Earnings.

The special termination pension benefits recognized in 2026 related to a voluntary early retirement program offered under our cost savings initiatives.

See also Note 5.

(2) Includes unamortized net discount/premium on debt issuances and debt issuance costs, and cumulative fair value hedging adjustments related to fixed-to-floating interest rate swaps.

Principal amounts of long-term debt, including finance lease obligations, maturing over the next five years are as follows:

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On November 15, 2022 , we entered into a delayed draw term loan credit agreement (the 2022 DDTL Credit Agreement) totaling up to $ 500 million scheduled to mature on November 15, 2025 .

Loans under the 2022 DDTL Credit Agreement bear interest at the rates specified in the 2022 DDTL Credit Agreement, which vary based on the type of loan and certain other conditions.

The 2022 DDTL Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense (as each is defined in the 2022 DDTL Credit Agreement) of not less than 3.25:1.00, and events of default for credit facilities of this type .

We borrowed $ 500 million under the 2022 DDTL Credit Agreement on March 13, 2023, and used the proceeds and cash on hand to repay the 3.65 % $ 566 million Notes that matured on March 15, 2023.

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

The remaining $ 400 million was repaid in October 2024 and November 2024 as described below.

We borrowed $ 500 million under the 2022 DDTL Credit Agreement in March 2023.

The $ 500 million outstanding was repaid as described below.

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

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

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

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

On March 12, 2024, we borrowed

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

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

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

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

$ 2 billion was repaid in full as described below.

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

In August 2026, we filed a registration statement (the 2026 Registration Statement) with the SEC that registered an indeterminate amount of debt securities, capital stock, preferred stock, warrants, purchase contracts and units.

Under the 2026 Registration Statement, we may issue these securities from time to time, depending on market conditions.

On March 19, 2024, pursuant to the 2023 Registration Statement, we issued senior unsecured notes of $ 2.5 billion, consisting of:

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

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

The remaining $ 400 million was repaid in October 2024 and November 2024 as described below.

On October 2, 2024, pursuant to the 2023 Registration Statement, we completed the issuance of senior unsecured notes of $ 1.15 billion, consisting of:

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

On December 15, 2025, pursuant to the 2023 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 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.

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

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.

The cumulative fair value hedging adjustments included in long-term debt related to fixed-to-floating interest rate swaps was a gain of $ 26 million as of August 2, 2026.

See Note 15 for additional information.

Financial Instruments

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

We did not have credit risk-related contingent features in our derivative instruments as of August 3, 2025, or July 28, 2024.

We did not have credit risk-related contingent features in our derivative instruments as of August 2, 2026, or August 3, 2025.

We are also exposed to credit risk from our customers.

During 2025, our largest customer accounted for approximately 21 % of consolidated net sales.

During 2026, our largest customer accounted for approximately 22 % of our consolidated net sales.

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

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Foreign Currency Exchange Risk

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

We are exposed to foreign currency exchange risk, primarily the Canadian dollar related to intercompany transactions and the Euro related to transactions with La Regina.

We acquired our 49 % ownership interests in La Regina on May 4, 2026.

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

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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 $ 183 million as of August 3, 2025, and $ 108 million as of July 28, 2024.

The notional amount of foreign exchange forward contracts accounted for as cash-flow hedges was $ 179 million as of August 2, 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.

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The notional amount of foreign exchange forward contracts and option contracts that are not designated as accounting hedges was $ 413 million as of August 3, 2025, and $ 189 million as of July 28, 2024.

The notional amount of foreign exchange forward and option contracts that are not designated as accounting hedges was $ 146 million as of August 2, 2026, and $ 413 million as of August 3, 2025.

Interest Rate Risk

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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.

We settled forward starting interest rate swaps with a notional value of $ 1.1 billion in March 2024 at a loss of $ 11 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.

We settled forward starting interest rate swaps with a notional amount of $ 1.1 billion in March 2024 at a loss of $ 11 million.

The gains and losses on these instruments were recorded in other comprehensive income (loss) and will be recognized in Interest expense over the respective lives of the debt.

There were no forward starting interest rate swaps or treasury lock contracts outstanding as of August 3, 2025 and July 28, 2024.

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

The notional amount of fixed-to-floating interest rate swaps was $ 600 million as of August 2, 2026.

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

Commodity Price Risk

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

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

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

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

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

There were no commodity contracts designated as cash-flow hedges as of August 3, 2025 or July 28, 2024.

The notional amount of commodity contracts not designated as accounting hedges was $ 184 million as of August 3, 2025, and $ 200 million as of July 28, 2024.

There were no commodity contracts designated as cash-flow hedges as of August 2, 2026 or August 3, 2025.

The notional amount of commodity contracts not designated as accounting hedges was $ 152 million as of August 2, 2026, and $ 184 million as of August 3, 2025.

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

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

The notional amount was approximately $ 49 million as of August 3, 2025, and $ 48 million as of July 28, 2024.

The notional amount was approximately $ 37 million as of August 2, 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.

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

The notional amounts of the contracts as of August 3, 2025, and July 28, 2024, were $ 76 million and $ 71 million, respectively.

The following tables summarize the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of August 3, 2025, and July 28, 2024:

The notional amounts of the contracts as of August 2, 2026, and August 3, 2025, were $ 83 million and $ 76 million, respectively.

The following tables summarize the fair value of derivative instruments on a gross basis as recorded in the Consolidated Balance Sheets as of August 2, 2026, and August 3, 2025:

(Millions) Balance Sheet Classification 2026 2025

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Foreign exchange contracts Other current assets 1 2

Commodity contracts Other assets 1 —

Total derivatives not designated as hedges $ 15 $ 15

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Foreign exchange contracts Accrued liabilities $ — $ 3

Fixed-to-floating interest rate swaps Other liabilities 26 —

Total derivatives designated as hedges $ 26 $ 3

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Commodity contracts Accrued liabilities $ 5 $ 11

Commodity contracts Other liabilities 2 —

Total derivatives not designated as hedges $ 7 $ 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 August 3, 2025, and July 28, 2024, would be adjusted as detailed in the following table:

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 August 2, 2026, and August 3, 2025, would be adjusted as detailed in the following table:

(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

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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 liability balance of less than $ 1 million at August 3, 2025, and an asset balance of $ 2 million at July 28, 2024, were included in Accrued liabilities and Other current assets, respectively, in the Consolidated Balance Sheets.

Cash margin liability balances of less than $ 1 million at August 2, 2026 and August 3, 2025 were included in Accrued liabilities 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:

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Location in Earnings

Commodity contracts Cost of products sold — — ( 3 )

Foreign exchange contracts Cost of products sold 3 ( 3 ) ( 3 )

1 unchanged sentence

OCI derivative gain (loss) at end of year $ ( 4 ) $ ( 14 ) $ ( 11 )

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:

Based on current valuations, the amount expected to be reclassified from OCI into earnings within the next 12 months is a gain of $ 2 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 and fair-value hedges are recorded and the total effect of hedge activity on these line items:

2026 2025 2024

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Amount of loss (gain) reclassified from OCI to earnings $ 3 $ 2 $ ( 3 ) $ 3 $ ( 3 ) $ 2

Loss (gain) on fair-value hedges:

Amount of loss (gain) recognized on hedged item in earnings $ — $ ( 26 ) $ — $ — $ — $ —

Amount of loss (gain) on derivative recognized in earnings $ — $ 26 $ — $ — $ — $ —

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) 2026 2025 2026 2025

Balance Sheet Classification:

Long-term debt $ 567 $ — $ ( 26 ) $ —

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

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

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

interest rates and currency rates.

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

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

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Fair Value Hierarchy Fair Value

July 28, 2024 Fair Value Measurements at

July 28, 2024 Using

August 3, 2025 Fair Value Measurements at

August 3, 2025 Using

Fair Value Hierarchy

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Fair Value Hierarchy Fair Value

July 28, 2024 Fair Value Measurements at

July 28, 2024 Using

August 3, 2025 Fair Value Measurements at

August 3, 2025 Using

Fair Value Hierarchy

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103 103 — — 102 102 — —

Fixed-to-floating interest rate swaps (5)

26 — 26 — — — — —

Acquisition-related contingent consideration (6)

20 — — 20 — — — —

Total liabilities at fair value $ 156 $ 103 $ 31 $ 22 $ 116 $ 102 $ 10 $ 4

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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.

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

(5) Based on observable SOFR swap rates.

(6) Determined using a probability-weighted discounted cash flow analysis, based on the estimated timing of cash flows, probability of the amount of contingent consideration and using an appropriate discount rate.

See Note 3 for additional information on the acquisition of La Regina.

The following table summarizes the changes in fair value of Level 3 assets and liabilities related to commodity derivative contracts:

(Millions) 2026 2025

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

In the fourth quarter of 2024, we recognized impairment charges on certain trademarks in our Snacks segment.

In the fourth quarter of 2026, we recognized an impairment charge of $ 23 million on plant assets associated with the cost savings initiatives to optimize our supply chain and manufacturing network described in Note 9.

The carrying value was reduced to estimated fair value based on expected proceeds.

The carrying value was not material.

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

In the fourth quarter of 2026, as part of our annual impairment assessment, we recognized impairment charges on the Kettle Brand and Cape Cod trademarks in our Snacks segment.

See also Note 7 for additional information on the impairment charges.

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The following table presents fair value measurements of the trademarks:

March 2025 December 2024 May 2024

(Millions) Impairment Charge Fair Value Impairment Charges Fair Value Impairment Charges Fair Value

May 2026 March 2025 December 2024

(Millions) Impairment Charge Fair Value Impairment Charge Fair Value Impairment Charge Fair Value

Kettle Brand $ 60 $ 258

Cape Cod $ 57 $ 130

Snyder's of Hanover $ 150 $ 470

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Allied brands $ 15 $ 28

Pop Secret $ 76 $ 28

Fair Value of Financial Instruments

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

There were $ 10 million of cash equivalents with fair value based on Level 2 inputs at August 2, 2026.

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

There were $ 25 million of cash equivalents with fair value based on Level 2 inputs at July 28, 2024.

The fair value of short- and long-term debt was $ 6.545 billion at August 3, 2025, and $ 6.866 billion at July 28, 2024.

The carrying value was $ 6.857 billion at August 3, 2025, and $ 7.184 billion at July 28, 2024.

The fair value of short- and long-term debt was $ 6.566 billion at August 2, 2026, and $ 6.545 billion at August 3, 2025.

The carrying value was $ 7.137 billion at August 2, 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.

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In September 2024, the Board authorized a new anti-dilutive share repurchase program of up to $ 250 million (September 2024 program) to offset the impact of dilution from shares issued under our stock compensation programs.

The September 2024 program has no expiration date, but it may be discontinued at any time.

The September 2024 program has no expiration date, but it may be suspended or discontinued at any time.

Repurchases under the September 2024 program may be made in open-market or privately negotiated transactions.

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.

In 2025, we repurchased 1.303 million shares at a cost of $ 62 million pursuant to our anti-dilutive share repurchase program.

In 2024 and 2023, we repurchased 1.56 million shares at a cost of $ 67 million and 2.698 million shares at a cost of $ 142 million, respectively.

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.

In 2026, 2025, and 2024 we repurchased 805 thousand shares at a cost of $ 26 million, 1.303 million shares at a cost of $ 62 million and 1.56 million shares at a cost of $ 67 million, respectively, pursuant to our anti-dilutive share repurchase program.

As of August 2, 2026, approximately $ 172 million remained available under the September 2024 program and approximately $ 301 million remained under the September 2021 program.

We have not repurchased shares under either program since January 2026.

Stock-based Compensation

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In 2022, shareholders approved the 2022 Long-Term Incentive Plan, which authorized the issuance of 12 million shares to satisfy awards of stock options, stock appreciation rights, unrestricted stock, restricted stock/units (including performance restricted stock) and performance units.

The 2022 Long-Term Incentive Plan replaced the 2015 Long-Term

Incentive Plan and no new awards can be granted under the 2015 Long-Term Incentive Plan and none of the shares that remain available under the 2015 Long-Term Incentive Plan are available for issuance under the 2022 Long-Term Incentive Plan.

The 2022 Long-Term Incentive Plan replaced the 2015 Long-Term Incentive Plan and no new awards can be granted under the 2015 Long-Term Incentive Plan and none of the shares that remain available under the 2015 Long-Term Incentive Plan are available for issuance under the 2022 Long-Term Incentive Plan.

Awards under Long-Term Incentive Plans may be granted to employees and directors.

Pursuant to the Long-Term Incentive Plan, we adopted a long-term incentive compensation program which provides for grants of total shareholder return (TSR) performance restricted stock/units, EPS performance restricted stock/units, strategic performance restricted stock/units, time-lapse restricted stock/units, special performance restricted stock/units, free cash flow (FCF) performance restricted stock/units and unrestricted stock.

Pursuant to the Long-Term Incentive Plan, we adopted a long-term incentive compensation program which provides for grants of total shareholder return (TSR) performance restricted stock/units, EPS performance restricted stock/units, performance restricted stock units subject to a relative TSR modifier, time-lapse restricted stock/units, strategic performance restricted stock/units, special performance restricted stock/units, free cash flow (FCF) performance restricted stock/units and unrestricted stock.

Under the program, awards of TSR performance restricted stock/units will be earned by comparing our total shareholder return during a three-year period to the respective total shareholder returns of companies in a performance peer group.

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During the three-year vesting period, a recipient of EPS performance restricted stock/units earned a total award of either 0 % or 100 % of the initial grant.

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

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

A recipient of performance restricted stock units subject to a relative TSR modifier may earn a total award ranging from 0 % to 250 % of the initial grant.

Awards of the strategic performance restricted stock units were earned based upon the achievement of two key metrics, net sales and EPS growth, compared to strategic plan objectives during a three-year period.

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We last issued stock options in 2019.

In 2025, we issued time-lapse restricted stock units, unrestricted stock, TSR performance restricted stock units and EPS CAGR performance restricted stock units.

We last issued FCF performance restricted stock units in 2019, EPS performance restricted stock units in 2018, strategic performance restricted stock units in 2014 and special performance restricted units in 2015.

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

We last issued TSR performance restricted stock units and EPS CAGR performance restricted stock

units in 2025, FCF performance restricted stock units in 2019, EPS performance restricted stock units in 2018, strategic performance restricted stock units in 2014 and special performance restricted units in 2015.

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

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

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

Certain Replacement units were subject to accelerated vesting.

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See Note 3 for additional information.

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

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

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

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(In thousands) (In years) (Millions)

Outstanding at July 28, 2024

Outstanding at August 3, 2025

Granted — $ —

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708 $ 44.84 1.3 $ —

The total intrinsic value of options exercised during 2024 and 2023 was $ 1 million and $ 3 million, respectively.

The total intrinsic value of options exercised during 2024 was $ 1 million.

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

1 unchanged sentence

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

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

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

Units Weighted-

(In thousands)

Nonvested at July 28, 2024

Nonvested at August 3, 2025

2,935 $ 44.98

13 unchanged sentences

As of August 2, 2026, total remaining unearned compensation related to nonvested time-lapse restricted stock units and EPS CAGR performance restricted units was $ 42 million, which will be amortized over the weighted-average remaining service period of 1.8 years.

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

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

The fair value of restricted stock units vested during 2025, 2024 and 2023 was $ 69 million, $ 97 million and $ 37 million, respectively.

The weighted-average grant-date fair value of the restricted stock units granted during 2024 and 2023 was $ 41.57 and $ 47.65 , respectively.

The fair value of restricted stock units and EPS CAGR performance restricted stock units vested during 2026, 2025 and 2024 was $ 36 million, $ 69 million and $ 97 million, respectively.

The weighted-average grant-date fair value of the restricted stock units and EPS CAGR performance restricted stock units granted during 2025 and 2024 was $ 47.37 and $ 41.57 , respectively.

In the first quarter of 2027, recipients of EPS CAGR performance restricted stock units will receive a 0 % payout based upon performance achieved during a three-year period ended August 2, 2026.

The following table summarizes TSR performance restricted stock units:

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

Units Weighted-

(In thousands)

Nonvested at July 28, 2024

Nonvested at August 3, 2025

Granted 1,132 $ 33.84

2 unchanged sentences

Nonvested at August 2, 2026

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

1,531 $ 37.37

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

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

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Expected term 3 years 3 years 3 years

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

As of August 3, 2025, total remaining unearned compensation related to TSR performance restricted stock units was $ 10 million, which will be amortized over the weighted-average remaining service period of 1.7 years.

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 August 2, 2026, total remaining unearned compensation related to performance restricted stock units subject to a TSR modifier and TSR performance restricted stock units was $ 8 million, which will be amortized over the weighted-average remaining service period of 1.7 years.

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

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

1 unchanged sentence

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

In the first quarter of 2023, recipients of TSR performance restricted stock units earned 100 % of the initial grants based upon our TSR ranking in a performance peer group during a three-year period ended July 29, 2022.

The fair value of TSR performance restricted stock units vested during 2026, 2025, and 2024 was $ 4 million, $ 23 million and $ 12 million, respectively.

The weighted-average grant-date fair value of the TSR performance restricted stock units granted during 2025 and 2024 was $ 45.23 and $ 44.18 , respectively.

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

The tax benefits on the exercise of stock options in 2024 and 2023 were not material.

Cash received from the exercise of stock options was $ 2 million and $ 22 million for 2024 and 2023, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

In the first quarter of 2027, recipients of TSR performance restricted stock units will receive a 0 % payout based upon our TSR ranking in a performance peer group during a three-year period ended July 31, 2026.

The tax benefits on the exercise of stock options in 2024 was not material.

Cash received from the exercise of stock options was $ 2 million for 2024, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

Commitments and Contingencies

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We do not expect that we will be required to make material guarantee payments as a result of defaults on the bank loans guaranteed.

The amounts recognized as of August 3, 2025, and July 28, 2024, were not material.

The amounts recognized as of August 2, 2026, and August 3, 2025, were not material.

We have provided certain indemnifications in connection with divestitures, contracts and other transactions.

Certain indemnifications have finite expiration dates.

Liabilities recognized based on known exposures related to such matters were not material at August 3, 2025, and July 28, 2024.

Liabilities recognized based on known exposures related to such matters were not material at August 2, 2026, and August 3, 2025.

Supplier Finance Program Obligations

4 unchanged sentences

Supplier participation in these agreements is voluntary.

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

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

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

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

The rollforward of our outstanding obligations confirmed as valid under our supplier finance program, which are included in Accounts payable on the Consolidated Balance Sheets, for the year ended August 3, 2025 is as follows:

The rollforwards of our outstanding obligations confirmed as valid under our supplier finance program, which are included in Accounts payable on the Consolidated Balance Sheets, for the years ended August 2, 2026 and August 3, 2025 are as follows:

(Millions) 2026 2025

35 unchanged sentences

Accrued compensation and benefits $ 191 $ 189

Fair value of derivatives 14 16

Accrued trade and consumer promotion programs 159 159

2 unchanged sentences

Operating lease liabilities 106 96

Deferred consideration 135 —

Fair value of derivatives 5 14

Other 109 102

(Millions) 2026 2025

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Restructuring 4 14

Contingent consideration 20 —

Statements of Earnings

6 unchanged sentences

Loss on sales of businesses (4)

Costs associated with acquisition (4)

Costs associated with acquisitions (5)

Transition services fees — ( 4 ) ( 2 )

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__________________________________________

(1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 20 million, $ 27 million and $ 7 million in 2025, 2024 and 2023, respectively.

(1) Includes accelerated amortization expense related to customer relationship intangible assets of $ 20 million and $ 27 million in 2025 and 2024, respectively.

(2) Includes special termination pension benefits in 2026.

See Note 11 for additional information.

(3) See Note 7 for additional information.

(4) Related to the acquisition of Sovos Brands.

(4) See Note 4 for additional information.

(5) Related to the acquisitions of La Regina in 2026 and Sovos Brands in 2024.

See Note 3 for additional information.

(6) Included in Marketing and selling expenses.

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Interest received $ 8 $ 17 $ 6

Income taxes paid, net of refunds $ 268 $ 252 $ 268

Non-cash Investing Activities

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of August 3, 2025.

Management has excluded La Regina di San Marzano di Antonio Romano S.p.A.

and La Regina Atlantica, LLC from its assessment of internal control over financial reporting as of August 2, 2026 because they were acquired by the Company in purchase business combinations during the year ended August 2, 2026.

La Regina di San Marzano di Antonio Romano S.p.A.

and La Regina Atlantica, LLC are 49% owned consolidated variable interest entities whose total assets and total net sales excluded from management's assessment of internal control over financial reporting collectively represent approximately 3% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 2, 2026.

This exclusion is in accordance with the guidelines established by the Securities and Exchange Commission.

Except as noted above, the Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of August 2, 2026.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013) .

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President and Chief Executive Officer

/s/ Carrie L.

Executive Vice President and Chief Financial Officer

/s/ Stanley Polomski

Stanley Polomski

Senior Vice President and Controller

Senior Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Campbell's Company and its subsidiaries (the "Company") as of August 3, 2025 and July 28, 2024, and the related consolidated statements of earnings, of comprehensive income, of equity and of cash flows, for each of the three years in the period ended August 3, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 3, 2025 appearing on page 92 (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of The Campbell's Company and its subsidiaries (the "Company") as of August 2, 2026 and August 3, 2025, and the related consolidated statements of earnings, of comprehensive income, of equity and of cash flows, for each of the three years in the period ended August 2, 2026, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended August 2, 2026 appearing on page 100 (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of August 2, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 3, 2025 and July 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended August 3, 2025 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 2, 2026 and August 3, 2025, and the results of its operations and its cash flows for each of the three years in the period ended August 2, 2026 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 2, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded La Regina di San Marzano di Antonio Romano S.p.A.

We have also excluded La Regina di San Marzano di Antonio Romano S.p.A.

and La Regina Atlantica, LLC from our audit of internal control over financial reporting.

La Regina di San Marzano di Antonio Romano S.p.A.

and La Regina Atlantica, LLC are 49% owned consolidated variable interest entities whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 3% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 2, 2026.

Definition and Limitations of Internal Control over Financial Reporting

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

6 unchanged sentences

As described in Notes 1 and 7 to the consolidated financial statements, the Company’s indefinite-lived trademarks were $3.561 billion as of August 2, 2026.

Of the carrying value of all indefinite-lived trademarks, $1.470 billion related to the Rao’s trademark, $470 million related to the Snyder's of Hanover trademark, $318 million related to the Kettle Brand trademark, and $280 million related to the Pacific Foods trademark.

Of the carrying value of all indefinite-lived trademarks, $1.470 billion related to the Rao’s trademark, $470 million related to the Snyder's of Hanover trademark, $350 million related to the Lance trademark, $280 million related to the Pacific Foods trademark, $258 million related to the Kettle Brand trademark, and $130 million related to the Cape Cod trademark.

Management conducts a test at least annually in the fourth quarter for impairment, or more often if events or changes in circumstances indicate that the carrying amount of the asset may be impaired.

2 unchanged sentences

If the carrying value exceeds fair value, an impairment charge will be recorded to reduce the asset to fair value.

In the third quarter of 2025, based on recent performance of the Snyder’s of Hanover brand, management lowered its long-term outlook and recognized an impairment charge of $150 million on the trademark.

In the fourth quarter of 2026, based on recent performance of the Kettle Brand and Cape Cod trademarks, management lowered its near-term and long-term outlook for future sales and operating performance and recognized impairment charges of $60 million and $57 million, respectively.

T he principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment tests for certain trademarks is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain trademarks;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates and weighted average costs of capital for the Rao’s and Snyder’s of Hanover trademarks and the assumed royalty rates for the Rao’s , Snyder's of Hanover , Kettle Brand , and Pacific Foods trademarks;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rate for the Snyder's of Hanover trademark, weighted average costs of capital for the Rao’ s, Kettle Brand , and Snyder’s of Hanover trademarks and the assumed royalty rates for the Rao’s , Snyder's of Hanover , Lance , Kettle Brand , Pacific Foods , and Cape Cod trademarks;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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(iii) testing the completeness and accuracy of underlying data used in the relief from royalty valuation method;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates and weighted average costs of capital for the Rao’s and Snyder’s of Hanover trademarks and the assumed royalty rates for the Rao’s , Snyder's of Hanover , Kettle Brand , and Pacific Foods trademarks.

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rate for the Snyder's of Hanover trademark, weighted average costs of capital for the Rao’s , Kettle Brand , and Snyder’s of Hanover trademarks and the assumed royalty rates for the Rao’s , Snyder's of Hanover , Lance , Kettle Brand , Pacific Foods , and Cape Cod trademarks.

Evaluating management’s assumptions related to the revenue growth rates and the assumed royalty rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the certain trademarks;

8 unchanged sentences

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 8. Financial Statements and Supplementary Data