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Item 9A. Controls and Procedures

2025-12-05 compared with 2024-12-05 · 51 added, 35 removed, 158 unchanged (35% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)).

As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Interim Chief Executive Officer and the Interim Chief Financial Officer and Controller, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)).

In designing and evaluating the disclosure controls and procedures, management recognized any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer and Controller concluded, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance the information the Company is required to disclose in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to the Company’s management, including its Interim Chief Executive Officer and Interim Chief Financial Officer and Controller, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

3 unchanged sentences

During the fourth quarter of fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations.

Additional implementations will continue over the next several years.

Implementation is expected to continue into fiscal 2026.

Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.

With the exception of the order-to-cash implementation described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) through the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

With the exception of the order-to-cash implementation described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information under “Item 1 – Election of Directors”, “Board Independence”, “Delinquent Section 16(a) Reports”, “Board of Director Meetings”, “Board Committees”, and “Insider Trading Policy, including Stock Hedging and Pledging Policies” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2025, is incorporated herein by reference.

Information under “Item 1 – Election of Directors”, “Board Independence”, “Delinquent Section 16(a) Reports”, “Board of Director Meetings”, “Board Committees”, and “Insider Trading Policy, including Stock Hedging and Pledging Policies” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

Information concerning Executive Officers is set forth in Part I of this Annual Report on Form 10-K, pursuant to Instruction to Item 401 of Regulation S-K.

The Company has adopted a Code of Ethical Business Conduct in compliance with applicable rules of the Securities and Exchange Commission that applies to its principal executive officer, its principal financial officer, and its principal accounting officer or controller, or persons performing similar functions.

A copy of the Code of Ethical Business Conduct is available on the Company’s website at www.hormelfoods.com , free of charge, under the caption, “Investors – Governance – Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s website at the address and location specified above.

A copy of the Code of Ethical Business Conduct is available on the

Company’s website at www.hormelfoods.com , free of charge, under the caption, “Investors – Governance – Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s website at the address and location specified above.

EXECUTIVE COMPENSATION

Information commencing with “Executive Compensation” through "Pay Versus Performance Disclosure”, and information under “Compensation of Directors” and “Equity Grant Timing” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2025, is incorporated herein by reference.

Information commencing with “Executive Compensation” through "CEO Pay Ratio Disclosure”, and information under “Compensation of Directors” and “Equity Grant Timing” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

13 unchanged sentences

(2) Only includes the weighted-average exercise price of outstanding stock options.

Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2025, is incorporated herein by reference.

Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2025, is incorporated herein by reference.

Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2025, is incorporated herein by reference.

Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

Report of Management

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

$ 3,712 $ 1,184 $ — $ 3,522 (1)

( 2,369 ) (2)

Fiscal year ended October 27, 2024

16 unchanged sentences

Description of Capital Stock.

(Incorporated by reference to Exhibit 4.3 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended Octo ber 28 , 2019, File No.

(Incorporated by reference to Exhibit 4.3 to the H ormel ’ s Annual Report on Form 10-K for the fiscal year ended October 28, 2019, File No.

Indenture dated as of April 1, 2011, between the Company and U.S.

2 unchanged sentences

Form of 1.800% Notes due June 11, 2030.

(Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K dated June 4 , 2020, File No.

(Incorporated by reference to Exhibit 4.1 to Hormel ’s Current Report on Form 8-K dated June 4, 2020, File No.

NUMBER DESCRIPTION OF DOCUMENT

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt are not filed.

Hormel agrees to furnish copies thereof to the Securities and Exchange Commission upon request.

Form of 1.700% Notes due 2028 (Incorporated by reference to Exhibit 4.2 to the Company ’ s Current Report on Form 8-K dated June 3, 2021, File No.

Form of 3.050% Notes due 2051 (Incorporated by reference to Exhibit 4.3 to the Company ’ s Current Report on Form 8-K dated June 3, 2021, File No.

Form of 1.700% Notes due 2028 .

(Incorporated by reference to Exhibit 4.2 to H ormel ’ s Current Report on Form 8-K dated June 3, 2021, File No.

Form of 3.050% Notes due 2051 .

(Incorporated by reference to Exhibit 4.3 to Hormel ’ s Current Report on Form 8-K dated June 3, 2021, File No.

Form of 4.800% Notes Due March 30, 2027.

(Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 5 , 2024, File No.

(Incorporated by reference to Exhibit 4.1 to Hormel ’s Current Report on Form 8-K dated March 5, 2024, File No.

Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement).

16 unchanged sentences

(Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 18, 2013, File No.

10.1 0 (1)(3)

Hormel Survivor Income Plan for Executives (1993 Restatement).

(Incorporated by reference to Exhibit 10.11 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 29, 2006, File No.

NUMBER DESCRIPTION OF DOCUMENT

10.1 1 (1)(3)

9 unchanged sentences

(Incorporated by reference to Exhibit 10.15 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 27, 2019, File No.

First Amendment to the Credit Agreement, dated as of April 17, 2023, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and the lenders identified on the signature pages thereof.

(Incorporated by reference to Exhibit 10.1 to Hormel ’ s Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, File No.

$750,000,000 Credit Agreement, dated as of March 25, 2025, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, and the lenders i dentified on the signature pages thereof .

(Incorporated by reference to Exhibit 10.1 to Hormel 's Current Report on Form 8-K filed on March 26, 2025, File No.

10.1 6 (1)(3)

3 unchanged sentences

Hormel Foods Corporation Stock Option Agreement Under the 2018 Incentive Compensation Plan.

(Incorporated by reference to Exhibit 10.

2 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2024, File No.

(Incorporated by reference to Exhibit 10.2 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2024, File No.

NUMBER DESCRIPTION OF DOCUMENT

10.1 8 (1)(3)

Hormel Foods Corporation Restricted Stock Unit Agreement Under the 2018 Incentive Compensation Plan.

(Incorporated by reference to Exhibit 10.3 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2024, File No.

10.1 9 (1)(3)

Retirement and Transition Agreement, dated as of January 9, 2025, between Hormel Foods Corporation and James Snee .

(Incorporated by reference to Exhibit 10.1 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 26, 2025, File No.

Employment Agreement, dated as of June 20, 2025, between Hormel Foods Corporation and Jeffrey Ettinger.

(Incorporated by reference to Exhibit 10.

3 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2024 , File No.

Hormel Foods Corporation I nside r Trading Policy .

1 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended July 2 7 , 202 5 , File No.

Employment Agreement, dated as of June 20, 2025, between Hormel Foods Corporation and John Ghingo.

(Incorporated by reference to Exhibit 10.

2 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended July 2 7 , 2025, File No.

Hormel Foods Corporation Interim CEO Restricted Stock Unit Agreement Under the 2018 Incentive Compensation Plan .

Hormel Foods Corporation Interim CEO Stock Option Agreement Under the 2018 Incentive Compensation Plan .

Hormel Foods Corporation Insider Trading Policy.

(Incorporated by reference to Exhibit 19 on Hormel’s Annual Report on Form 10-K for the fiscal year ended October 27, 20 24 , File No.

Subsidiaries of the Registrant.

11 unchanged sentences

Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference.

These exhibits transmitted via EDGAR.

These exhibits are transmitted herewith via EDGAR.

Management contract or compensatory plan or arrangement.

3 unchanged sentences

HORMEL FOODS CORPORATION

SNEE December 5, 2024

Chairman of the Board, President and Chief Executive Officer

/s/ JEFFREY M.

ETTINGER December 5, 2025

ETTINGER Date

Interim Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

SNEE Chairman of the Board, President and Chief Executive Officer December 5, 2024

SNEE (Principal Executive Officer)

/s/ JACINTH C.

SMILEY Executive Vice President and Chief Financial Officer December 5, 2024

SMILEY (Principal Financial Officer)

KUEHNEMAN Vice President and Controller December 5, 2024

KUEHNEMAN (Principal Accounting Officer)

/s/ PRAMA BHATT*

/s/ JEFFREY M.

Interim Chief Executive Officer

December 5, 2025

(Principal Executive Officer)

KUEHNEMAN Interim Chief Financial Officer and Controller

December 5, 2025

KUEHNEMAN (Principal Financial Officer and Principal Accounting Officer)

Director December 5, 2025

BHOJWANI* Director December 5, 2025

Director December 5, 2025

/s/ STEPHEN M.

16 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 9A. Controls and Procedures