Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
We, under the supervision and with the participation of our management, including the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of August 2, 2026 (the Evaluation Date). Based on such evaluation, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.
The annual report of management on our internal control over financial reporting is provided under "Financial Statements and Supplementary Data" on page 90 . The attestation report of PricewaterhouseCoopers LLP, our independent registered public accounting firm, regarding our internal control over financial reporting is provided under "Financial Statements and Supplementary Data" on pages 91 -92.
There were no changes in our internal control over financial reporting that materially affected, or were likely to materially affect, such internal control over financial reporting during the quarter ended August 2, 2026.
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.
Item 9B. Other Information
During the quarter ended August 2, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" in accordance with Item 408 of Regulation S-K of the Securities Act.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The sections entitled "Item 1 — Election of Directors," "Voting Securities and Principal Shareholders — Ownership of Directors and Executive Officers" and "Voting Securities and Principal Shareholders — Delinquent Section 16(a) Reports" in our Proxy Statement for the 2026 Annual Meeting of Shareholders (the 2026 Proxy) are incorporated herein by reference. The information presented in the section entitled "Corporate Governance Policies and Practices — Board Meetings and Committees — Board Committee Structure" in the 2026 Proxy relating to the members of our Audit Committee and the Audit Committee’s financial experts is incorporated herein by reference. The information presented in the section entitled "Compensation Discussion and Analysis — How Do We Manage Risks Related to Our Compensation Program? — Trading Campbell's Securities" in the 2026 Proxy relating to the company's Insider Trading Policy is incorporated herein by reference.
Certain of the information required by this Item relating to our executive officers is set forth under the heading "Information about our Executive Officers" in this Report.
We have adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Controller and members of the Chief Financial Officer’s financial leadership team. The Code of Ethics for the Chief Executive Officer and Senior Financial Officers is posted on the Investor portion of our website, www.thecampbellscompany.com (under the "About Us—Investors—Governance—Documents & Charters" caption). We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics for the Chief Executive Officer and Senior Financial Officers by posting such information on our website.
We have also adopted a separate Code of Business Conduct and Ethics applicable to the Board of Directors, our officers and all of our employees. The Code of Business Conduct and Ethics is posted on the Investor portion of our website, www.thecampbellscompany.com (under the "About Us—Investors—Governance—Documents & Charters" caption). Our Corporate Governance Standards and the charters of our four standing committees of the Board of Directors can also be found at this website. Printed copies of the foregoing are available to any shareholder requesting a copy by:
• writing to Investor Relations, The Campbell's Company, 1 Campbell Place, Camden, NJ 08103-1799;
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• calling 856-342-6081; or
• e-mailing our Investor Relations Department at IR@campbells.com.
Item 11. Executive Compensation
The information presented in the sections entitled "Compensation Discussion and Analysis," "Executive Compensation Tables," "Corporate Governance Policies and Practices — Compensation of Directors," "Corporate Governance Policies and Practices — Board Meetings and Committees — Board Committee Structure — Compensation and Organization Committee Interlocks and Insider Participation" and "Compensation Discussion and Analysis — Compensation and Organization Committee Report" in the 2026 Proxy is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information presented in the sections entitled "Voting Securities and Principal Shareholders — Ownership of Directors and Executive Officers," "Voting Securities and Principal Shareholders — Principal Shareholders" and "Item 4 — Amendment and Restatement of the Company's 2022 Long-Term Incentive Plan" in the 2026 Proxy is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information presented in the sections entitled "Corporate Governance Policies and Practices — Transactions with Related Persons," "Item 1 — Election of Directors," "Corporate Governance Policies and Practices — Director Independence" and "Corporate Governance Policies and Practices — Board Meetings and Committees — Board Committee Structure" in the 2026 Proxy is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information presented in the sections entitled "Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm — Audit Firm Fees and Services" and "Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm — Audit Committee Pre-Approval Policy" in the 2026 Proxy is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Report:
1. Financial Statements
Consolidated Statements of Earnings for 2026, 2025 and 2024
Consolidated Statements of Comprehensive Income for 2026, 2025 and 2024
Consolidated Balance Sheets as of August 2, 2026 and August 3, 2025
Consolidated Statements of Cash Flows for 2026, 2025 and 2024
Consolidated Statements of Equity for 2026, 2025 and 2024
Notes to Consolidated Financial Statements
Management's Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
2. Financial Statement Schedule
II - Valuation and Qualifying Accounts for 2026, 2025 and 2024
3. Exhibits
Reference is made to Item 15(b) below.
(b) Exhibits . The Exhibit Index, which immediately precedes the signature page, is incorporated by reference into this Report.
(c) Financial Statement Schedules . Reference is made to Item 15(a)(2) above.
Item 16. Form 10-K Summary
None.
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INDEX TO EXHIBITS
2(a) Agreement and Plan of Merger, dated August 7, 2023, by and among Sovos Brands, Inc., Campbell Soup Company and Premium Products Merger Sub, Inc., is incorporated by reference to Exhibit 2.1 to Campbell’s Form 8-K (SEC file number 1-3822) filed with the SEC on August 7, 2023.
2(b)* Sale and Purchase Agreement, dated as of December 8, 2025, by and among Campbell Investment Company, Antonio Romano, Felice Romano, Luigi Romano, Natalina Romano, Evolve S.r.l. and F.A.L. Holdings LLC, incorporated by reference to Exhibit 2.1 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed on December 9, 2025.
2(c)* Equity Purchase Agreement, dated as of December 8, 2025, by and between Campbell Soup Supply Company LLC and Felix Global Holdings, Corporation, incorporated by reference to Exhibit 2.2 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed on December 9, 2025.
2(d)* Closing Memorandum and Amendment Agreement, dated as of May 4, 2026, by and among Felice Romano, Antonio Romano, Luigi Romano, Natalina Romano, Evolve S.r.l., F.A.L. Holdings LLC, Felix Global Holdings, Corporation, Campbell Investment Company and Campbell Soup Supply Company L.L.C., incorporated by reference to Exhibit 2.1 to Campbell’s Quarterly Report on Form 10-Q (SEC File number 1-3822) for the fiscal quarter ended May 3, 2026.
3(a) Restated Certificate of Incorporation, as amended through November 19, 2024, is incorporated by reference to Exhibit 3.1 to Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended October 27, 2024.
3(b) By-Laws of The Campbell's Company, amended and restated effective November 19, 2024, are incorporated by reference to Exhibit 3.2 to Campbell’s Form 8-K (SEC file number 1-3822) filed with the SEC on November 20, 2024.
4(a) Indenture, dated November 24, 2008, between Campbell and The Bank of New York Mellon, as Trustee, is incorporated by reference to Exhibit 4(a) to Campbell’s Registration Statement on Form S-3 (SEC file number 333-155626) filed with the SEC on November 24, 2008.
4(b) Form of First Supplemental Indenture, dated August 2, 2012, among Campbell, The Bank of New York Mellon and Wells Fargo Bank, National Association, as Series Trustee, to Indenture dated November 24, 2008, is incorporated by reference to Exhibit 4.1 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on August 2, 2012.
4(c) Indenture dated as of March 19, 2015, between Campbell and Wells Fargo Bank, National Association, as trustee, is incorporated by reference to Exhibit 4.1 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on March 19, 2015.
4(d) Form of Subordinated Indenture between the registrant and U.S. Bank Trust Company, National Association, as trustee, is incorporated by reference to Exhibit 4.2 to Campbell's Registration Statement on Form S-3 (SEC File No. 333-298306) filed with the SEC on August 13, 2026.
4(e) First Supplemental Indenture, dated as of August 17, 2023, between Campbell Soup Company, Computershare Trust Company, N.A. (as successor in interest to Wells Fargo Bank, National Association), as retiring trustee, and U.S. Bank Trust Company, National Association, as successor trustee, is incorporated by reference to Exhibit 4.3 to Campbell’s Registration Statement on Form S-3 (SEC file number 333-274048) filed with the SEC on August 17, 2023.
4(f) Form of 3.800% Notes due 2042 is incorporated by reference to Exhibit 4.1 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on August 2, 2012.
4(g) Form of 4.150% Note due 2028 is incorporated by reference to Exhibit 4.2.6 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on March 16, 2018.
4(h) Form of 4.800% Note due 2048 is incorporated by reference to Exhibit 4.2.7 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on March 16, 2018.
4(i) Form of 2.375% Note due 2030 incorporated by reference to Exhibit 4.2.1 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on April 24, 2020.
4(j) Form of 3.125% Note due 2050 incorporated by reference to Exhibit 4.2.2 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on April 24, 2020.
4(k) Description of securities.
4(l) Form of 2026 Note, incorporated by reference to Exhibit 4.3.1 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed with the SEC on March 21, 2024.
4(m) Form of 2027 Note, incorporated by reference to Exhibit 4.3.2 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed with the SEC on March 21, 2024.
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4(n) Form of 2029 Note, incorporated by reference to Exhibit 4.3.3 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed with the SEC on March 21, 2024.
4(o) Form of 2034 Note, incorporated by reference to Exhibit 4.3.4 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed with the SEC on March 21, 2024.
4(p) Form of 2035 Note, incorporated by reference to Exhibit 4.3.1 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed on October 2, 2024.
4(q) Form of 2054 Note, incorporated by reference to Exhibit 4.3.2 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed on October 2, 2024.
4(r) Form of 2031 Note, incorporated by reference to Exhibit 4.3 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed on December 15, 2025.
10(a)+ Campbell Soup Company 2015 Long-Term Incentive Plan is incorporated by reference to Campbell’s 2015 Proxy Statement (SEC file number 1-3822) filed with the SEC on October 9, 2015.
10(b)+ Campbell Soup Company 2022 Long-Term Incentive Plan, is incorporated by reference to Appendix B to Campbell’s 2022 Proxy Statement (SEC file number 1-3822) filed with the SEC on October 18, 2022.
10(c)+ Campbell Soup Company Annual Incentive Plan, as amended on November 19, 2014, is incorporated by reference to Campbell’s 2014 Proxy Statement (SEC file number 1-3822) filed with the SEC on October 1, 2014.
10(d)+ Campbell Soup Company Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2009, is incorporated by reference to Exhibit 10(c) to Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended February 1, 2009.
10(e)+ First Amendment to the Campbell Soup Company Supplemental Employees’ Retirement Plan, effective as of December 31, 2010, is incorporated by reference to Exhibit 10(c) to Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended January 30, 2011.
10(f)+ Form of 2015 Long-Term Incentive Plan Nonqualified Stock Option Agreement is incorporated by reference to Exhibit 10(dd) to Campbell's Form 10-K (SEC file number 1-3822) for the fiscal year ended July 31, 2016.
10(g)+ Form of 2022 Long-Term Incentive Plan Time-Lapse Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10(w) to Campbell's Form 10-K (SEC file number 1-3822) for the fiscal year ended July 30, 2023.
10(h)+ Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Earnings Per Share) is incorporated by reference to Exhibit 10(x) to Campbell's Form 10-K (SEC file number 1-3822) for the fiscal year ended July 30, 2023.
10(i)+ Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Total Shareholder Return) is incorporated by reference to Exhibit 10(y) to Campbell's Form 10-K (SEC file number 1-3822) for the fiscal year ended July 30, 2023.
10(j)+ 2025 Non-Employee Director Fees are incorporated by reference to Exhibit 10.4 to Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended October 27, 2024.
10(k)+ Campbell Soup Company Executive Severance Pay Plan is incorporated by reference to Exhibit 10 to Campbell's Form 8-K (SEC file number 1-3822) filed with the SEC on April 2, 2019.
10(l)+ First Amendment to the Campbell Soup Company Executive Severance Pay Plan, effective September 1, 2023 is incorporated by reference to Exhibit 10(hh) to Campbell's Form 10-K (SEC file number 1-3822) for the fiscal year ended July 30, 2023.
10(m) Voting Agreement, dated August 7, 2023, by and among certain funds associated with Advent International Corporation and Campbell Soup Company, is incorporated by reference to Exhibit 10.1 to Campbell’s Form 8-K (SEC file number 1-3822) filed with the SEC on August 7, 2023.
10(n) Five-Year Credit Agreement, dated April 16, 2024, by and among Campbell Soup Company, the Eligible Subsidiaries party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders named therein, is incorporated by reference to Exhibit 10 to Campbell’s Current Report on Form 8-K (SEC file number 1-3822) filed with the SEC on April 16, 2024.
10(o)+ Form of Amended and Restated Change in Control Severance Protection Agreement, is incorporated by reference to Exhibit 10(ee) to Campbell's Annual Report on Form 10-K (SEC file number 1-3822) for the fiscal year ended July 28, 2024.
10(p)+ Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Earnings Per Share) is incorporated by reference to Exhibit 10.1 to Campbell's Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended October 27, 2024.
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10(q)+ Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Total Shareholder Return) is incorporated by reference to Exhibit 10.2 to Campbell's Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended October 27, 2024.
10(r)+ Campbell Soup Company Supplemental Retirement Plan, as amended and restated effective October 1, 2024, is incorporated by reference to Exhibit 10.3 to Campbell’s Form 10-Q (SEC file number 1-3822) for the fiscal quarter ended October 27, 2024.
10(s) Extension Agreement, dated as of August 5, 2025, by and among The Campbell’s Company, the Eligible Subsidiaries party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders named therein, is incorporated by reference to Exhibit 10.1 to Campbell's Current Report on Form 8-K (SEC file number 1-3822) filed with the SEC on August 5, 2025.
10(t)+ Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Fiscal Year 2026 - Adjusted Earnings Per Share Growth) is incorporated by reference to Exhibit 10(y) to Campbell's Annual Report on Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3, 2025.
10(u)+ Form of 2022 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Fiscal Year 2026 - Organic Sales Growth) is incorporated by reference to Exhibit 10(z) to Campbell's Annual Report on Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3, 2025.
10(v)+ Second Amendment to the Campbell Soup Company Supplemental Employees' Retirement Plan, effective as of March 10, 2026, incorporated by reference to Exhibit 10.1 to Campbell’s Quarterly Report on Form 10-Q (SEC File number 1-3822) for the fiscal quarter ended May 3, 2026.
10(w) Extension Agreement, dated as of September 16, 2026, by and among The Campbell’s Company, the Eligible Subsidiaries party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders named therein, is incorporated by reference to Exhibit 10.1 to Campbell's Current Report on Form 8-K (SEC file number 1-3822) filed with the SEC on September 17 , 2026.
10(x)+ Form of 2022 Long-Term Incentive Plan Nonqualified Stock Option Agreement.
19 Insider Trading Policy, is incorporated by reference to Exhibit 19 to Campbell's Annual Report on Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3, 2025.
21 Subsidiary List , is incorporated by reference to Exhibit 21 to Campbell's Annual Report on Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3, 2025 .
23 Consent of Independent Registered Public Accounting Firm.
24 Powers of Attorney.
31(a) Certification of Mick J. Beekhuizen pursuant to Rule 13a-14(a).
31(b) Certification of Todd E. Cunfer pursuant to Rule 13a-14(a).
32(a) Certification of Mick J. Beekhuizen pursuant to 18 U.S.C. Section 1350.
32(b) Certification of Todd E. Cunfer pursuant to 18 U.S.C. Section 1350.
97 Amended and Restated Incentive Compensation Clawback Policy is incorporated by reference to Exhibit 97 Annual Report on Form 10-K (SEC file number 1-3822) for the fiscal year ended August 3, 2025.
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Schema Document
101.CAL Inline XBRL Calculation Linkbase Document
101.DEF Inline XBRL Definition Linkbase Document
101.LAB Inline XBRL Label Linkbase Document
101.PRE Inline XBRL Presentation Linkbase Document
104 The cover page from this Annual Report on Form 10-K, formulated in Inline XBRL (see exhibit 101)
* Certain information in this document marked with “[ Redacted ]” has been excluded pursuant to Item 601(b)(2) of Regulation S-K. Such excluded information is not material and is treated by the registrant as private and confidential. An unredacted copy of the document will be furnished supplementally to the SEC upon request. Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
+This exhibit is a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Campbell has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
September 24, 2026
THE CAMPBELL'S COMPANY
By: /s/ Todd E. Cunfer
Todd E. Cunfer
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of Campbell and in the capacities indicated on September 24, 2026.
Signatures
/s/ Mick J. Beekhuizen *
Mick J. Beekhuizen Maria Teresa Hilado
President and Chief Executive Officer and Director Director
(Principal Executive Officer)
/s/ Todd E. Cunfer *
Todd. E. Cunfer Grant H. Hill
Executive Vice President and Chief Financial Officer Director
(Principal Financial Officer)
/s/ Kelly L. Palumbo *
Kelly L. Palumbo Sarah Hofstetter
Senior Vice President, Controller and Chief Accounting Officer Director
(Principal Accounting Officer)
* *
Keith R. McLoughlin Marc B. Lautenbach
Chair and Director Director
* *
Fabiola R. Arredondo Mary Alice D. Malone, Jr.
Director Director
* *
Howard M. Averill Kurt T. Schmidt
Director Director
* *
Bennett Dorrance, Jr. Archbold D. van Beuren
Director Director
* By: /s/ Charles A. Brawley, III
Name: Charles A. Brawley, III
Title: Executive Vice President, General Counsel and Corporate Secretary,
as Attorney-in-fact
(pursuant to powers of attorney)
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Schedule II
THE CAMPBELL'S COMPANY
Valuation and Qualifying Accounts
For the Fiscal Years ended August 2, 2026, August 3, 2025, and July 28, 2024
(Millions) Balance at Beginning of Period Charged to/
(Reduction in) Costs
and
Expenses Deductions Balance at
End of
Period
Fiscal year ended August 2, 2026
Cash discount $ 4 $ 106 $ ( 106 ) $ 4
Bad debt reserve 10 6 ( 5 ) 11
Returns reserve (1)
3 — — 3
Total Accounts receivable allowances $ 17 $ 112 $ ( 111 ) $ 18
Fiscal year ended August 3, 2025
Cash discount $ 4 $ 115 $ ( 115 ) $ 4
Bad debt reserve 8 4 ( 2 ) 10
Returns reserve (1)
3 — — 3
Total Accounts receivable allowances $ 15 $ 119 $ ( 117 ) $ 17
Fiscal year ended July 28, 2024
Cash discount $ 6 $ 115 $ ( 117 ) $ 4
Bad debt reserve 10 ( 2 ) — 8
Returns reserve (1)
3 — — 3
Total Accounts receivable allowances $ 19 $ 113 $ ( 117 ) $ 15
_______________________________________
(1) The returns reserve is evaluated quarterly and adjusted accordingly. During each period, returns are charged to Net sales in the Consolidated Statements of Earnings as incurred. Actual returns were approximately $ 121 million in 2026, and $ 109 million in 2025 and 2024, or less than 2 % of Net sales.
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