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Item 1. Financial Statements

2026-02-26 compared with 2025-08-28 · 283 added, 299 removed, 510 unchanged (53% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter Ended Nine Months Ended

Quarter Ended

In thousands, except per share amounts

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

January 25, 2026 January 26, 2025

Net Sales $ 3,027,317 $ 2,988,813

4 unchanged sentences

Operating Income 243,697 228,330

Interest and Investment Income 16,227 10,484 27,084 43,416

Interest Income 6,528 7,543

Interest Expense 19,728 19,462

Other Income (Expense), Net 3,815 1,661

Earnings Before Income Taxes 234,312 218,073

9 unchanged sentences

Diluted 550,706 549,854

See Notes to the Consolidated Financial Statements

See accompanying Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Quarter Ended

January 25, 2026 January 26, 2025

Net Earnings $ 181,769 $ 170,530

3 unchanged sentences

Derivatives and Hedging

( 1,190 ) ( 18,601 ) 10,788 ( 1,397 )

Equity Method Investments ( 210 ) 473

3 unchanged sentences

Comprehensive Income (Loss) Attributable to Noncontrolling Interest

221 ( 357 ) ( 766 ) ( 502 )

Comprehensive Income Attributable to Hormel Foods Corporation

$ 192,423 $ 162,643

See Notes to the Consolidated Financial Statements

See accompanying Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

1 unchanged sentence

In thousands, except share and per share amounts

July 27, 2025 October 27, 2024

January 25, 2026 October 26, 2025

Cash and Cash Equivalents $ 867,906 $ 670,679

Short-term Marketable Securities 33,302 32,909

Accounts Receivable (Net of Allowance for Doubtful Accounts of

$ 3,660 at July 27, 2025, and $ 3,712 at October 27, 2024)

Accounts Receivable (Net of Allowance of $ 3,778 and $ 3,743 , respectively)

696,252 784,812

8 unchanged sentences

Other Assets 423,755 431,500

Property, Plant, and Equipment

Land 74,411 75,159

Buildings 1,506,306 1,503,519

Equipment 2,940,137 2,905,058

Construction in Progress 330,408 228,726

Allowance for Depreciation ( 2,638,553 ) ( 2,517,734 )

Net Property, Plant, and Equipment 2,212,709 2,194,728

Property, Plant, and Equipment, Net 2,241,482 2,238,770

Total Assets $ 13,316,433 $ 13,393,119

9 unchanged sentences

Long-term Debt Less Current Maturities 2,851,007 2,850,778

Pension and Post-retirement Benefits 386,554 379,891

Pension and Postretirement Benefits 356,108 358,984

Deferred Income Taxes 663,854 661,349

8 unchanged sentences

Common Stock, Par Value $ 0.01465 a Share — Authorized 1,600,000,000 Shares;

Shares Issued as of July 27, 2025:

Shares Issued as of October 27, 2024:

Issued 550,211,704 and 550,107,260 Shares, respectively

Additional Paid-in Capital 625,982 620,069

5 unchanged sentences

Total Liabilities and Shareholders’ Investment $ 13,316,433 $ 13,393,119

See Notes to the Consolidated Financial Statement s

See accompanying Notes to the Consolidated Financial Statement s

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Quarter Ended July 28, 2024

Quarter Ended January 26, 2025

Hormel Foods Corporation Shareholders

4 unchanged sentences

Shares Amount Shares Amount

Balance at April 28, 2024 548,030 $ 8,028 — $ — $ 549,130 $ 7,591,157 $ ( 262,325 ) $ 10,462 $ 7,896,452

Balance at October 27, 2024 548,605 $ 8,037 — $ — $ 571,178 $ 7,677,537 $ ( 263,331 ) $ 10,590 $ 8,004,011

Net Earnings (Loss)

7 unchanged sentences

275 ( 159,448 ) ( 159,173 )

Balance at July 28, 2024 548,329 $ 8,033 — $ — $ 560,849 $ 7,612,610 $ ( 314,373 ) $ 10,106 $ 7,877,225

Quarter Ended July 27, 2025

Balance at January 26, 2025 549,785 $ 8,054 — $ — $ 602,887 $ 7,688,663 $ ( 271,263 ) $ 10,101 $ 8,038,442

Quarter Ended January 25, 2026

Hormel Foods Corporation Shareholders

9 unchanged sentences

Shares Amount Shares Amount

Balance at April 27, 2025 549,888 $ 8,056 — $ — $ 614,189 $ 7,708,693 $ ( 298,601 ) $ 9,604 $ 8,041,941

Net Earnings (Loss)

183,742 ( 46 ) 183,696

Other Comprehensive Income (Loss)

23,595 266 23,861

Stock-based Compensation Expense

( 9 ) — 4,853 4,852

Exercise of Stock-based Compensation Awards, Net of Withholding Taxes

120 2 ( 1,785 ) ( 1,784 )

Declared Dividends – $ 0.2900 per Share

342 ( 159,817 ) ( 159,475 )

Balance at July 27, 2025 549,998 $ 8,057 — $ — $ 617,598 $ 7,732,618 $ ( 275,006 ) $ 9,824 $ 8,093,092

See Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT

Nine Months Ended July 28, 2024

Hormel Foods Corporation Shareholders

Stock Treasury

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Non-controlling

Shareholders’

In thousands, except per share amounts

Shares Amount Shares Amount

Balance at October 26, 2025 550,107 $ 8,059 — $ — $ 620,069 $ 7,516,690 $ ( 243,646 ) $ 14,644 $ 7,915,815

2 unchanged sentences

Other Comprehensive Income (Loss)

Contribution from Noncontrolling Interest 6,508 6,508

Stock-based Compensation Expense 52 1 20,110 20,112

Exercise of Stock-based Compensation Awards, Net of Withholding Taxes

10,623 95 10,718

Declared Dividends – $ 0.8475 per Share

800 ( 465,183 ) ( 464,383 )

Balance at July 28, 2024 548,329 $ 8,033 — $ — $ 560,849 $ 7,612,610 $ ( 314,373 ) $ 10,106 $ 7,877,225

Nine Months Ended July 27, 2025

Hormel Foods Corporation Shareholders

Stock Treasury

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Non-

Interest Total

Shareholders’

In thousands, except per share amounts

Shares Amount Shares Amount

Balance at October 27, 2024 548,605 $ 8,037 — $ — $ 571,178 $ 7,677,537 $ ( 263,331 ) $ 10,590 $ 8,004,011

Net Earnings (Loss)

534,334 ( 366 ) 533,968

Other Comprehensive Income (Loss) ( 11,675 ) ( 400 ) ( 12,075 )

Stock-based Compensation Expense

3 unchanged sentences

102 ( 161,009 ) ( 160,907 )

Balance at July 27, 2025 549,998 $ 8,057 — $ — $ 617,598 $ 7,732,618 $ ( 275,006 ) $ 9,824 $ 8,093,092

See Notes to the Consolidated Financial Statements

Balance at January 25, 2026 550,212 $ 8,061 — $ — $ 625,982 $ 7,537,481 $ ( 233,023 ) $ 14,707 $ 7,953,207

See accompanying Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

July 27, 2025 July 28, 2024

Quarter Ended

January 25, 2026 January 26, 2025

Operating Activities

10 unchanged sentences

Other Non-cash, Net 1,465 1,140

Changes in Operating Assets and Liabilities:

Changes in Operating Assets and Liabilities, Net of Divestitures:

Decrease (Increase) in Accounts Receivable 90,901 57,194

1 unchanged sentence

Decrease (Increase) in Prepaid Expenses and Other Assets 833 ( 8,101 )

Increase (Decrease) in Pension and Post-retirement Benefits 30,356 32,042

Increase (Decrease) in Pension and Postretirement Benefits 1,728 10,167

Increase (Decrease) in Accounts Payable and Accrued Expenses ( 97,026 ) ( 56,325 )

10 unchanged sentences

Financing Activities

Proceeds from Long-term Debt — 497,765

Payment of Debt Issuance Costs

Repayments of Long-term Debt and Finance Leases ( 1,825 ) ( 2,202 )

1 unchanged sentence

Proceeds from Stock-based Compensation Plans, Net of Withholding Taxes ( 1,106 ) 14,120

Proceeds from Noncontrolling Interest — 6,508

Net Cash Provided by (Used in) Financing Activities ( 162,433 ) ( 143,063 )

3 unchanged sentences

Cash and Cash Equivalents at End of Period $ 867,906 $ 840,398

Supplemental Non-cash Financing and Investing Activities:

Supplemental Non-cash Investing and Financing Activities:

Purchases of Property, Plant, and Equipment Included in Accounts Payable

$ 26,207 $ 20,090

See Notes to the Consolidated Financial Statements

See accompanying Notes to the Consolidated Financial Statements

HORMEL FOODS CORPORATION

13 unchanged sentences

Reclassifications:

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.

Certain prior year amounts have been reclassified to conform to the current year presentation.

• Consolidated Statements of Operations:

Interest and Investment Income has been separated into Interest Income and Other Income (Expense), Net.

• Consolidated Statements of Financial Position:

The major classes of Property, Plant, and Equipment are now disclosed in Note F - Property, Plant, and Equipment.

Accounting Changes and Recent Accounting Pronouncements:

New Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and allows the disclosure of additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

The update is effective for the Company's fiscal year ending October 26, 2025, and subsequent interim periods thereafter.

Early adoption is permitted and requires retrospective application to all prior periods presented in the financial statements.

The Company will adopt the provisions of this ASU in the fourth quarter of fiscal 2025.

The adoption is not expected to have a material effect on the Company’s financial condition or results.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The update is intended to enhance transparency and decision usefulness of annual income tax disclosures.

This ASU updates income tax disclosure requirements by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

The update is effective for the Company's fiscal year ending October 25, 2026.

The ASU updates income tax disclosure requirements by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

The ASU is effective for the Company's fiscal year ending October 25, 2026.

The Company is currently assessing the impact of adopting the updated provisions.

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Subsequently, in January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

Clarifying the Effective Dat e.

The new guidance is intended to provide investors more detailed disclosures around specific types of expenses.

3 unchanged sentences

The Company is currently assessing the impact of adopting the updated guidance.

In September 2025, the FASB issued ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The new guidance is intended to modernize the accounting for internal-use software costs and better align recognition practices.

The update introduces principles-based criteria entities must consider to begin capitalizing costs based on management authorization and project completion probability.

The guidance is effective for the Company's fiscal year ending October 28, 2029, and subsequent interim periods thereafter, with early adoption permitted.

Several transition approaches are available including prospective, retrospective, and a modified transition approach.

The Company is currently assessing the impact, transition approach, and timing of adoption.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The update is intended to improve the navigability of interim disclosure requirements and provide additional guidance about disclosures

to be provided in interim reporting periods, including a requirement to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The update is effective for interim reporting periods within the Company’s fiscal year beginning October 30, 2028.

Early adoption is permitted and the guidance may be applied prospectively or retrospectively.

The Company is currently assessing the impact of adopting the updated provisions.

The adoption is not expected to have a material effect on the Company’s financial condition or results of operations.

Recently issued accounting standards or pronouncements not disclosed have been excluded as they are currently not relevant to the Company.

NOTE B - ACQUISITIONS AND DIVESTITURES

Divestitures:

On October 18, 2024, the Company sold its equity interests in Hormel Health Labs, LLC (Hormel Health Labs) and related assets to Lyons Health Labs Holdco, LLC for $ 24.5 million.

The divestiture resulted in a pre-tax gain of $ 3.9 million, net of transaction costs, which was recognized in Selling, General, and Administrative.

Results of operations for Hormel Health Labs were reflected within the Foodservice segment through the date of divestiture.

On November 18, 2024, the Company sold its equity interests in a non-core sow operation, Mountain Prairie, LLC, and related assets to Chaparral Ranches, LLC for $ 13.6 million.

Justin's, LLC Transaction:

On December 15, 2025, the Company sold 51 % of its equity interest in Justin's, LLC and related assets to Forward Consumer Partners, LLC for cash proceeds of $ 77.3 million, net of estimated working capital adjustments.

As a result of the transaction, the Company no longer holds a controlling financial interest in Justin's, LLC, resulting in deconsolidation.

The sale resulted in a pre-tax gain of $ 23.5 million, which was recognized in Selling, General, and Administrative.

Results of operations for Justin's, LLC were primarily reflected in the Retail segment prior to deconsolidation.

The Company maintained the ability to exercise significant influence over the entity in its new structure, Joy Topco LP (f/k/a Justin's, LLC), and will account for this interest as an equity method investment.

The Company recorded the remaining 49 % equity interest in Joy Topco LP at its estimated fair value of $ 46.3 million plus $ 1.1 million in capitalized deal costs in Investment in Affiliates.

The Company engaged a third-party specialist to assist with the valuation, which reflected a combination of observable data and significant unobservable, or Level 3, inputs to determine the estimated fair value of the investment.

Results of Joy Topco LP are reported as Equity in Earnings of Affiliates within the Retail segment.

See Note D - Investments in Affiliates for additional information.

Mountain Prairie, LLC Divestiture:

On November 18, 2024, the Company sold its equity interests in a non-core sow operation, Mountain Prairie, LLC, and related assets to Chaparral Ranches, LLC for cash proceeds of $ 13.6 million.

The divestiture resulted in a pre-tax loss of $ 11.3 million, including transaction costs, which was recognized in Selling, General, and Administrative.

Results of operations for Mountain Prairie, LLC were primarily reflected within the Retail segment through the date of divestiture.

Whole-bird Turkey Transaction:

On February 13, 2026, subsequent to the end of the quarter, the Company entered into a definitive agreement to sell its whole-bird turkey business to Life-Science Innovations (LSI).

LSI will acquire the Melrose, Minnesota, whole-bird production facility;

Swanville, Minnesota, feed mill;

and associated transportation assets.

LSI will also assume supply contracts with certain third-party turkey growers and provide co-manufacturing services to the Company through the end of fiscal 2026.

The purchase price consists of cash at closing and a secured promissory note payable over time.

The transaction is expected to close by the end of the second quarter of fiscal 2026, subject to customary closing conditions.

The Company is evaluating the accounting implications of the planned sale.

NOTE C - GOODWILL AND INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the nine months ended July 27, 2025, is:

The change in the carrying amount of goodwill for the quarter ended January 25, 2026, is:

In thousands Retail Foodservice International Total

1 unchanged sentence

$ 2,916,796 $ 1,748,355 $ 258,936 $ 4,924,087

Goodwill Sold (1)

( 33,570 ) ( 1,330 ) — ( 34,900 )

Foreign Currency Translation — — ( 655 ) ( 655 )

Balance at July 27, 2025

Balance at January 25, 2026

$ 2,883,226 $ 1,747,025 $ 258,281 $ 4,888,532

(1) Goodwill sold during fiscal 2026 was due to the sale of the Company's controlling equity interest in Justin's, LLC.

See Note B - Acquisitions and Divestitures for additional information.

Intangible Assets:

The intangible assets by type are:

July 27, 2025 October 27, 2024

The Company's intangible assets by type are:

January 25, 2026 October 26, 2025

In thousands Gross

11 unchanged sentences

Brands/Trade Names/Trademarks (1)

Other Indefinite-lived Intangibles — 184

$ 1,513,306 $ 1,567,623

Foreign Currency Translation ( 6,703 ) ( 6,437 )

1 unchanged sentence

Total Intangible Assets $ 1,588,104 $ 1,647,297

(1) Includes the removal of a $ 54.3 million indefinite‑lived trade name following the sale of the Company's controlling equity interest in Justin's, LLC.

See Note B - Acquisitions and Divestitures for additional information.

Amortization expense on intangible assets is as follows:

Quarter Ended Nine Months Ended

In thousands July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Quarter Ended

In thousands January 25, 2026 January 26, 2025

Amortization Expense $ 3,070 $ 3,830

3 unchanged sentences

NOTE D - INVESTMENTS IN AFFILIATES

Equity in Earnings of Affiliates consists of:

Quarter Ended Nine Months Ended

% Owned July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

MegaMex Foods, LLC (1)

50 % $ 5,755 $ 3,066 $ 23,531 $ 19,444

Other Equity Method Investments (2)

Various ( 25 - 45 %)

5,398 4,912 19,083 19,806

Total Equity in Earnings of Affiliates

$ 11,153 $ 7,977 $ 42,614 $ 39,250

(1) MegaMex Foods, LLC is reflected in the Retail segment.

(2) Other Equity Method Investments are primarily reflected in the International segment but also include corporate venturing investments.

As of January 25, 2026, the Company's equity method investments include:

Segment Ownership Percentage

MegaMex Foods, LLC Retail 50 %

Joy Topco LP (1)

The Purefoods - Hormel Company, Inc.

International 40 %

PT Garudafood Putra Putri Jaya Tbk.

International 30 %

Okinawa Hormel Ltd.

International 26 %

Corporate Venturing Investments n/a 26 % - 43 %

(1) In the first quarter of fiscal 2026, the Company recorded a 49 % ownership interest in Joy Topco LP in connection with the sale of its controlling equity interest in Justin’s, LLC.

See Note B - Acquisitions and Divestitures for additional information.

Equity in Earnings:

The Company's share of earnings from its equity method investments is recorded as Equity in Earnings of Affiliates and further disclosed in Note O - Segment Reporting.

Equity in earnings from corporate venturing investments is not included in any of the reportable segments' measure of segment profit.

Distributions:

Distributions received from equity method investees consists of:

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Dividends $ 12,703 $ 7,266 $ 38,847 $ 32,997

The Company recognized basis differences of $ 324.8 million upon the purchase of a minority interest in PT Garudafood Putra Putri Jaya Tbk (Garudafood) and $ 21.3 million associated with the formation of MegaMex Foods, LLC.

As of July 27, 2025, basis differences of $ 303.7 million, which includes the impact of foreign currency translation, and $ 7.8 million were remaining for Garudafood and MegaMex Foods, LLC, respectively.

The basis differences associated with definite-lived assets are being amortized through Equity in Earnings of Affiliates over the associated useful lives.

Based on quoted market prices, the fair value of the common stock held in Garudafood was $ 248.9 million as of July 25, 2025.

In thousands Quarter Ended

January 25, 2026 January 26, 2025

Distributions $ 13,051 $ 19,894

Basis Difference:

The initial and unamortized basis differences as of January 25, 2026, are:

Initial Basis Difference Unamortized Basis Difference

Garudafood (1)

$ 324,828 $ 135,545

MegaMex Foods, LLC 21,273 7,397

(1) The Garudafood remaining unamortized basis difference includes the impact of foreign currency translation and impairment.

Based on quoted market prices, the fair value of the common stock held in Garudafood was $ 233.7 million as of January 23, 2026.

The Company's other equity method investments do not have readily determinable fair values.

Transactions:

The Company has agreements with its equity method investments which, in some cases, result in amounts due to or due from these parties.

The amounts due to equity method investees were $ 44.8 million and $ 38.8 million as of January 25, 2026, and October 26, 2025, respectively.

The amounts due from equity method investees were $ 9.3 million and $ 11.9 million as of January 25, 2026, and October 26, 2025, respectively.

NOTE E - INVENTORIES

Principal components of inventories are:

July 27, 2025 October 27, 2024

January 25, 2026 October 26, 2025

Finished Products $ 952,510 $ 1,055,472

4 unchanged sentences

$ 1,647,271 $ 1,747,279

NOTE F - DERIVATIVES AND HEDGING

NOTE F - PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment consists of the following:

January 25, 2026 October 26, 2025

$ 74,971 $ 74,710

1,538,947 1,537,276

3,055,464 3,014,677

Construction in Progress

283,249 286,466

Allowance for Depreciation

( 2,711,149 ) ( 2,674,359 )

Property, Plant, and Equipment, Net

$ 2,241,482 $ 2,238,770

NOTE G - DERIVATIVES AND HEDGING

The Company uses hedging programs to manage risk associated with various commodity purchases and interest rates.

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The Company designates the futures it uses to minimize the price risk assumed when fixed forward priced contracts are offered to the Company’s lean hog and grain suppliers as fair value hedges.

The programs are intended to make the forward priced commodities cost nearly the same as cash market purchases at the date of delivery.

Changes in the fair value of the futures contracts and the gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded as a Current Asset and Current Liability, respectively.

The programs are

intended to make the forward priced commodities cost nearly the same as cash market purchases at the date of delivery.

Changes in the fair value of the futures contracts and the offsetting gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded as a Current Asset and Current Liability, respectively.

Gains or losses related to these fair value hedges are recognized through Cost of Products Sold in the periods in which the hedged transactions affect earnings.

2 unchanged sentences

The total notional amount of the Company’s locks was $ 1.25 billion.

In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with tenors of seven and thirty years and both locks were lifted (See Note K - Long-term Debt and Other Borrowing Arrangements).

In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with tenors of seven and 30 years and both locks were lifted (See Note L - Long-term Debt and Other Borrowing Arrangements).

Mark-to-market gains and losses on these instruments were deferred as a component of AOCL.

The resulting gain in AOCL is reclassified to Interest Expense in the period in which the hedged transactions affect earnings.

Fair Value Interest Rate Hedge:

In the first quarter of fiscal 2022, the Company entered into an interest rate swap to protect against changes in the fair value of a portion of previously issued senior unsecured notes attributable to the change in the benchmark interest rate.

The hedge specifically designated the last $ 450 million of the $ 950 million aggregate principal amount of the Company's 0.650 % notes due June 2024 (the 2024 Notes).

The Company terminated the swap in the fourth quarter of fiscal 2022.

The loss related to the swap was recorded as a fair value hedging adjustment to the hedged debt and amortized through earnings over the remaining life of the debt.

In the third quarter of fiscal 2024, the fair value hedging adjustment was completely amortized to correspond with the payment of the 2024 Notes upon maturity.

Other Derivatives:

The Company holds certain futures and swap contracts to manage the Company’s exposure to fluctuations in grain and pork commodity markets for which it has not applied hedge accounting.

Activity related to derivatives not designated for hedge accounting was immaterial to the consolidated financial statements during the quarter and nine months ended July 27, 2025, and July 28, 2024.

Activity related to derivatives not designated for hedge accounting was immaterial to the consolidated financial statements during the quarters ended January 25, 2026, and January 26, 2025.

The Company’s outstanding contracts related to its commodity hedging programs include:

July 27, 2025 October 27, 2024

January 25, 2026 October 26, 2025

Corn 28.3 bushels

3 unchanged sentences

The gross fair values of the Company’s derivative instruments designated as hedges are:

July 27, 2025 October 27, 2024

January 25, 2026 October 26, 2025

Gross Fair Value of Commodity Contracts

2 unchanged sentences

( 6,854 ) 4,336 304 4,243

Amounts Recognized on Consolidated Statements of Financial Position (2)

Amounts Recognized in Prepaid Expenses and Other Current Assets

$ 12,629 $ — $ 10,166 $ —

(1) Per the terms of the Company’s master netting arrangements, the gross fair value of the Company’s commodity contracts was offset by the right to reclaim net cash collateral of $ 2.3 million (including cash payable of $ 2.0 million and $ 4.3 million of realized gain) as of July 27, 2025, and the right to reclaim net cash collateral of $ 10.9 million (including cash receivable of $ 26.5 million and $ 15.6 million of realized loss) as of October 27, 2024.

(2) The Company’s commodity contracts are reflected in Prepaid Expenses and Other Current Assets.

(1) Per the terms of the Company’s master netting arrangements, the gross fair value of the Company’s commodity contracts was offset by the obligation to return net cash collateral of $ 2.5 million (including cash payable of $ 4.4 million and $ 1.9 million of realized gain) as of January 25, 2026, and the right to reclaim net cash collateral of $ 4.5 million (including cash payable of $ 5.5 million and $ 10.1 million of realized gain) as of October 26, 2025.

Fair Value Hedge - Assets (Liabilities):

The carrying amount of the Company’s fair value hedged assets (liabilities) are:

Location on Consolidated Statements

of Financial Position

July 27, 2025 October 27, 2024

Location on Consolidated Statements of Financial Position

January 25, 2026 October 26, 2025

Commodity Contracts

3 unchanged sentences

Accumulated Other Comprehensive Loss Impact:

As of July 27, 2025, the Company included in AOCL pre-tax hedging gains of $ 6.2 million on commodity contracts and gains of $ 10.8 million related to interest rate settled positions.

As of January 25, 2026, the Company included in AOCL pre-tax hedging gains of $ 14.9 million on commodity contracts and gains of $ 10.3 million related to interest rate settled positions.

The Company expects to recognize the majority of the gains on commodity contracts over the next twelve months.

1 unchanged sentence

The pre-tax gains (losses) recognized in AOCL related to the Company’s derivative instruments are:

Quarter Ended Nine Months Ended

In thousands July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Quarter Ended

In thousands January 25, 2026 January 26, 2025

Commodity Contracts

1 unchanged sentence

Excluded Component (1)

39 299 ( 143 ) 2,112

(1) Represents the time value of commodity options excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in AOCL.

2 unchanged sentences

Statements of Operations

Quarter Ended Nine Months Ended

In thousands July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Quarter Ended

In thousands January 25, 2026 January 26, 2025

Commodity Contracts

2 unchanged sentences

Interest Rate Contracts Interest Expense

247 247 741 741

See Note H - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.

See Note I - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.

Consolidated Statements of Operations Impact:

The effect on the Consolidated Statements of Operations for pre-tax gains (losses) related to the Company’s derivative instruments are:

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

The effect of pre-tax gains (losses) related to the Company’s derivative instruments are:

Quarter Ended

January 25, 2026 January 26, 2025

Net Earnings Attributable to Hormel Foods Corporation $ 181,801 $ 170,575

4 unchanged sentences

Gain (Loss) on Commodity Futures (1)

679 1,139 1,812 5,766

Total Gain (Loss) on Commodity Contracts

2 unchanged sentences

Gain (Loss) Reclassified from AOCL 247 247

Fair Value Hedge - Interest Rate Contracts

Amortization of Loss Due to Discontinuance of Fair Value Hedge (3)

— ( 1,202 ) — ( 7,451 )

Total Gain (Loss) on Interest Rate Contracts

247 ( 955 ) 741 ( 6,710 )

Total Gain (Loss) Recognized in Earnings $ 2,123 $ ( 398 )

(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and nine months ended July 27, 2025, and July 28, 2024, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment.

(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarters ended January 25, 2026, and January 26, 2025, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment.

Additional gains or losses related to changes in the fair value of open commodity contracts, along with the offsetting gain or loss on the hedged purchase commitment, are also marked-to-market through earnings with no impact on a net basis.

(2) Total Gain (Loss) on Commodity Contracts is recognized in earnings through Cost of Products Sold.

(3) Represents the fair value hedging adjustment amortized through earnings.

(4) Total Gain (Loss) on Interest Rate Contracts is recognized in earnings through Interest Expense.

NOTE G - PENSION AND OTHER POST-RETIREMENT BENEFITS

NOTE H - PENSION AND OTHER POSTRETIREMENT BENEFITS

Net periodic cost of defined benefit plans consists of:

Pension Benefits

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Quarter Ended

January 25, 2026 January 26, 2025

Service Cost $ 10,034 $ 11,973

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Amortization of Prior Service Cost (Credit)

319 ( 221 ) 958 ( 664 )

Recognized Actuarial Loss (Gain)

3,014 3,317 9,041 9,951

Net Periodic Cost

$ 8,067 $ 11,215

Post-retirement Benefits

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Postretirement Benefits

Quarter Ended

January 25, 2026 January 26, 2025

Service Cost $ 35 $ 42

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Amortization of Prior Service Cost (Credit)

( 6 ) 2 ( 18 ) 6

Recognized Actuarial Loss (Gain)

2 unchanged sentences

$ 1,922 $ 2,484

Non-service cost components of net pension and post-retirement benefit cost are presented within Interest and Investment Income.

NOTE H - ACCUMULATED OTHER COMPREHENSIVE LOSS

NOTE I - ACCUMULATED OTHER COMPREHENSIVE LOSS

Components of Accumulated Other Comprehensive Loss are as follows:

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Comprehensive

Balance at April 27, 2025

$ ( 125,326 ) $ ( 182,417 ) $ 13,970 $ ( 4,828 ) $ ( 298,601 )

Unrecognized Gains (Losses) — —

Gross 16,506 47 3,077 4,902 24,531

Tax Effect — — ( 798 ) — ( 798 )

Reclassification into Net Earnings — — — —

Gross — 3,287 (1)

( 4,608 ) (2)

Tax Effect — ( 810 ) 1,138 — 328

Change Net of Tax 16,506 2,523 ( 1,190 ) 5,756 23,595

Balance at July 27, 2025

$ ( 108,820 ) $ ( 179,894 ) $ 12,780 $ 929 $ ( 275,006 )

Balance at October 26, 2025

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Change Net of Tax 2,398 1,487 6,948 ( 210 ) 10,623

Balance at July 27, 2025

Balance at January 25, 2026

$ ( 112,033 ) $ ( 141,530 ) $ 18,985 $ 1,554 $ ( 233,023 )

(1) Included in computation of net periodic cost.

See Note G - Pension and Other Post-Retirement Benefits for additional information.

See Note H - Pension and Other Postretirement Benefits for additional information.

(2) Included in Cost of Products Sold and Interest Expense.

See Note F - Derivatives and Hedging for additional information.

See Note G - Derivatives and Hedging for additional information.

(3) Included in Equity in Earnings of Affiliates.

NOTE I - FAIR VALUE MEASUREMENTS

NOTE J - FAIR VALUE MEASUREMENTS

Accounting guidance establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation.

The three levels are defined as follows:

Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.

Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

Level 1 Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.

Level 3 Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

The Company’s financial assets and liabilities carried at fair value on a recurring basis and their level within the fair value hierarchy are presented in the tables below.

Fair Value Measurements at July 27, 2025

Fair Value Measurements at January 25, 2026

Value Quoted Prices

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The Company maintains a rabbi trust to fund certain supplemental executive retirement plans and deferred compensation plans.

These funds are managed by a third-party insurance policy, and the funds' values represent their cash surrender value based on the fair value of the underlying investments in the account.

These funds are maintained under a third-party insurance policy, and the funds' values represent their cash surrender value based on the fair value of the underlying investments in the account.

These policies are classified as Level 2.

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The rate is guaranteed for one year at issue and may be reset annually on the policy anniversary, subject to a guaranteed minimum rate.

During the quarter and nine months ended July 27, 2025, investments held by the rabbi trust

generated gains of $ 9.7 million and $ 8.6 million, respectively, compared to gains of $ 4.9 million and $ 18.8 million for the quarter and nine months ended July 28, 2024, respectively.

During the quarter ended January 25, 2026, investments held by the rabbi trust generated gains of $ 3.2 million compared to gains of $ 2.7 million for the quarter ended January 26, 2025.

Under the Company’s deferred compensation plans, participants can defer certain types of compensation and elect to receive a return based on the changes in fair value of various investment options, which include equity securities, money market accounts, bond funds, or other portfolios for which there is an active quoted market.

The Company also offers a fixed rate investment option to participants.

The rate earned on these investments is adjusted annually based on a specified percent of the U.S.

The rate earned on these investments is adjusted annually based on a specified percent of

Internal Revenue Service (IRS) applicable federal rates.

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All derivatives are reviewed for potential credit risk and risk of nonperformance.

The net balance for commodity derivatives is included in Prepaid Expenses and Other Current Assets or Accounts Payable, as appropriate.

The Company’s financial assets and liabilities include cash and cash equivalents, accounts receivable, accounts payable, and other liabilities, for which carrying value approximates fair value due to their short-term maturities.

The Company’s financial assets and liabilities also include cash and cash equivalents, accounts receivable, accounts payable, and other liabilities, for which carrying value approximates fair value due to their short-term maturities.

The Company does not carry its long-term debt at fair value on the Consolidated Statements of Financial Position.

The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $ 2.5 billion as of July 27, 2025, and October 27, 2024.

See Note K - Long-term Debt and Other Borrowing Arrangements for additional information.

The Company measures certain nonfinancial assets and liabilities including goodwill, intangible assets, and property, plant, and equipment at fair value on a nonrecurring basis.

There were no material fair value remeasurements of nonfinancial assets or liabilities during the quarter and nine months ended July 27, 2025, and July 28, 2024.

NOTE J - COMMITMENTS AND CONTINGENCIES

There were no material changes outside the ordinary course of business during the quarter and nine months ended July 27, 2025, to the purchase commitments and other commitments and guarantees last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024.

The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $ 2.5 billion as of January 25, 2026, and $ 2.6 billion as of October 26, 2025.

See Note L - Long-term Debt and Other Borrowing Arrangements for additional information.

Nonrecurring Fair Value Measurements:

The Company may be required to measure certain nonfinancial assets and liabilities including goodwill, intangible assets, equity method investments, and property, plant, and equipment at fair value on a nonrecurring basis.

There were no material remeasurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the quarters ended January 25, 2026, and January 26, 2025.

NOTE K - COMMITMENTS AND CONTINGENCIES

During the quarter ended January 25, 2026, there were no material changes outside the ordinary course of business to the purchase commitments and other commitments and guarantees last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.

Legal Proceedings:

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Although the Company strongly denies liability, continues to deny the allegations asserted, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed settlement agreements providing for payments by the Company to the Class Plaintiffs and one Non-Class Direct-Action Plaintiff.

For the Class Plaintiffs, the total settlement amount of $ 11.8 million was recorded as Accrued Expenses on the Consolidated Statements of Financial Position in the second quarter of fiscal 2024 and was paid during the second half of fiscal 2024.

For the one Non-Class Direct-Action Plaintiff, the settlement amount of $ 0.2 million was recorded as Accrued Expenses on the Consolidated Statements of Financial Position in the first quarter of fiscal 2025 and was paid in the second quarter of fiscal 2025.

All settlement amounts were recorded in Selling, General, and Administrative in the Consolidated Statements of Operations.

For the Class Plaintiffs, the total settlement amount of $ 11.8 million was recorded as Accrued Expenses in the second quarter of fiscal 2024 and was paid during the second half of fiscal 2024.

For the one Non-Class Direct-Action Plaintiff, the settlement amount of $ 0.2 million was recorded as Accrued Expenses in the first quarter of fiscal 2025 and was paid in the second quarter of fiscal 2025.

All settlement amounts were recorded in Selling, General, and Administrative.

In the second quarter of fiscal 2025, the U.S.

District Court for the District of Minnesota (Court) granted the Company’s Motion for Summary Judgment and dismissed the Company from the federal litigation.

Certain defendants have challenged the Court's summary judgement decision.

The Company continues to defend against state claims brought by one Non-Class Direct Action Plaintiff.

The Company has not recorded any liability for this matter as it does not believe a loss is probable.

The Company cannot reasonably estimate any reasonably possible loss.

The Company believes that it has valid and meritorious defenses against the allegations.

District Court for the District of Minnesota granted the Company’s Motion for Summary Judgment and dismissed the Company from the federal litigation.

Certain defendants challenged the summary

judgment decision, but the District Court largely denied the various motions.

In November 2025, the Eighth Circuit Court of Appeals denied the defendants' petition to order the District Court to vacate its summary judgment decision.

The Company settled the only pending matter that involved state claims brought by one Non-Class Direct Action Plaintiff for non-monetary terms in November 2025.

Turkey Antitrust Litigation

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Since the original filing, certain direct-action plaintiffs have opted out of class treatment and are proceeding with individual direct actions making similar claims, and others may do so in the future.

The defendants' motions for summary judgment were submitted in January 2026.

The Company has not recorded any liability for these matters as it does not believe a loss is probable.

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The Company believes that it has valid and meritorious defenses against the allegations.

Poultry Wages Antitrust Litigation

In December 2019, a putative class of non-supervisory production and maintenance employees at poultry-processing plants in the continental U.S.

filed an amended consolidated class action complaint against Jennie-O Turkey Store, Inc.

and various other poultry processing companies in the U.S.

District Court for the District of Maryland styled Jien, et al.

Perdue Farms, Inc., et al .

(the Poultry Wages Antitrust Litigation).

In the operative amended complaint filed in February 2022, the plaintiffs alleged that, since 2000, the defendants directly and through wage surveys and a benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at poultry-processing plants, feed mills, and hatcheries in violation of federal antitrust laws.

The complaint sought, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.

In July 2022, the Court partially granted the Company’s motion to dismiss and dismissed plaintiffs’ per se wage-fixing claim as to the Company.

Although the Company strongly denies liability, continues to deny the allegations asserted by the plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed a settlement agreement with the plaintiffs on August 20, 2024, to settle this matter for the payment of $ 3.5 million.

The Company recorded the agreed-upon settlement amount as Accrued Expenses on the Consolidated Statements of Financial Position and in Selling, General, and Administrative in the Consolidated Statements of Operations for the third quarter of fiscal 2024.

The Company paid the settlement in the second quarter of fiscal 2025.

Red Meat Wages Antitrust Litigation

In November 2022, a putative class of non-supervisory production and maintenance employees at “red meat” processing plants in the continental U.S.

filed a class action complaint against the Company and various other beef- and pork-processing companies in the U.S.

District Court for the District of Colorado styled Brown, et al.

JBS USA Food Co., et al .

(the Red Meat Wages Antitrust Litigation).

In the operative amended complaint filed in January 2024, the plaintiffs alleged that, since 2000, the defendants directly and through wage surveys and a benchmarking service exchanged information regarding compensation in an effort to depress and fix wages and benefits for employees at beef- and pork-processing plants in violation of federal antitrust laws.

The complaint sought, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.

Although the Company strongly denies liability, continues to deny the allegations asserted by the plaintiffs, and believes it has valid defenses, to avoid the uncertainty, risk, expense, and distraction of continued litigation, the Company executed a settlement agreement with the plaintiffs on August 20, 2024, agreeing to pay $ 13.5 million and provide certain data and information.

The settlement has been approved by the Court and was paid in the second quarter of fiscal 2025.

Tax Proceedings:

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The Company has not recorded any liability relating to these assessments and cannot reasonably estimate any reasonably possible loss at this time.

NOTE K - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS

NOTE L - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS

Long-term Debt consists of:

July 27, 2025 October 27, 2024

January 25, 2026 October 26, 2025

Senior Unsecured Notes with Interest at 3.050 %

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Interest accrues per annum at the stated rates and is paid semi-annually in arrears on June 3 and December 3 of each year, commencing December 3, 2021.

Interest rate risk was hedged utilizing interest rate locks on the 2028 Notes and 2051 Notes.

Interest rate risk was

hedged utilizing interest rate locks on the 2028 Notes and 2051 Notes.

The Company lifted the hedges in conjunction with the issuance of these notes.

See Note F - Derivatives and Hedging for additional information.

See Note G - Derivatives and Hedging for additional information.

If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

13 unchanged sentences

The lending commitments under the agreement are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding.

Concurrent with entering into this revolving credit agreement, the Company terminated its existing $ 750.0 million credit facility that was entered into on May 6, 2021.

The Company had no outstanding borrowings from either facility as of July 27, 2025, and October 27, 2024.

The Company had no outstanding borrowings from this facility as of January 25, 2026, and October 26, 2025.

Debt Covenants:

The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position, including maintaining a minimum interest coverage ratio.

As of July 27, 2025, the Company was in compliance with all covenants.

NOTE L - INCOME TAXES

As of January 25, 2026, the Company was in compliance with all covenants.

NOTE M - INCOME TAXES

The Company’s tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter.

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The deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years the related temporary differences are anticipated to reverse.

The Company’s effective tax rate was 22.3 % and 21.7 % for the quarter ended July 27, 2025, and July 28, 2024, respectively.

The increase was primarily due to decreased benefits from the purchase of federal transferable energy credits compared to the prior year, offset in part by increased federal deductions and favorable return to provision adjustments in the current year.

The Company’s effective tax rate was 22.1 % and 22.6 % for the nine months ended July 27, 2025, and July 28, 2024, respectively.

The Company benefited from increased federal deductions compared to the prior year.

Unrecognized tax benefits, including interest and penalties, are primarily recorded in Other Long-term Liabilities.

If recognized as of July 27, 2025, these benefits would impact the Company’s effective tax rate by $ 17.5 million compared to $ 17.2 million as of July 28, 2024.

The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial expenses included during the quarter ended July 27, 2025, and July 28, 2024.

The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 3.2 million at July 27, 2025, and $ 2.7 million at July 28, 2024.

The Company’s effective tax rate was 22.4 % and 21.8 % for the quarters ended January 25, 2026, and January 26, 2025, respectively.

The change was primarily due to increased stock option expirations in the quarter ended January 25, 2026.

Unrecognized tax benefits, if recognized as of January 25, 2026, would impact the Company’s effective tax rate by $ 16.8 million compared to $ 16.7 million as of January 26, 2025.

The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial expenses included during the quarters ended January 25, 2026, and January 26, 2025.

The amount of accrued interest and penalties associated with unrecognized tax benefits was $ 2.9 million at January 25, 2026, and $ 2.6 million at January 26, 2025.

Tax Examinations:

The Company is regularly audited by federal, state, and foreign taxing authorities.

The IRS concluded its examination of fiscal 2022 in the second quarter of fiscal 2024.

The IRS placed the Company in the Bridge phase of the Compliance Assurance Process (CAP) for fiscal years 2023 and 2024.

In this phase, the IRS will not accept any disclosures, conduct any reviews, or provide any assurances.

The Company has elected to participate in CAP through fiscal year 2026.

The Company has elected to participate in the IRS Compliance Assurance Process (CAP) through fiscal 2027.

The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return.

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the Company may withdraw from the program at any time.

Current fiscal years under IRS CAP examination are 2025 and 2026.

The Company is in various stages of audit by several state taxing authorities on a variety of fiscal years, as far back as 2019.

While it is reasonably possible that one or more of these audits may be completed within the next 12 months and the related unrecognized tax benefits may change based on the status of the examinations, as of July 27, 2025, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.

While it is reasonably possible that one or more of these audits may be completed within the next 12 months and the related unrecognized tax benefits may change based on the status of the examinations, as of January 25, 2026, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.

The Company is subject to various examinations by foreign tax authorities.

With limited exceptions, the Company is no longer subject to foreign tax examinations for fiscal years prior to 2018.

See Note J - Commitments and Contingencies for additional information.

See Note K - Commitments and Contingencies for additional information.

Tax Legislation:

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OBBBA includes income tax provisions such as a permanent extension of certain provisions of the Tax Cuts and Jobs Act, elective deductions for domestic research and development, reinstatement of 100% first-year bonus depreciation, and modifications to the international tax framework.

The Company assessed the provisions of OBBBA and determined the changes were not material to the Company's

tax provision for the quarter and nine months ended July 27, 2025, and does not expect a material impact on the Company's consolidated financial statements in future reporting periods.

The Company assessed the provisions of OBBBA and determined the changes were not material to the Company's tax provision, and does not expect a material impact on the Company's consolidated financial statements in future reporting periods.

The Organization for Economic Cooperation and Development published a framework for Pillar Two of the Global Anti-Base Erosion Rules, which is designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum tax of 15%.

Many countries have enacted, or begun the process of enacting, laws based on the Pillar Two framework.

The Company considered the applicable tax laws in relevant jurisdictions and concluded the impact of Pillar Two was not material to the Company's tax provision for the quarter and nine months ended July 27, 2025.

The Company considered the applicable tax laws in relevant jurisdictions and concluded the impact of Pillar Two was not material to the Company's tax provision for the quarter ended January 25, 2026.

The Company will continue to evaluate the impact of such legislative changes but does not expect the new tax laws to have a material impact on the Company’s consolidated financial statements in future reporting periods.

NOTE M - EARNINGS PER SHARE DATA

NOTE N - EARNINGS PER SHARE DATA

The reported net earnings attributable to the Company were used when computing basic and diluted earnings per share.

1 unchanged sentence

The shares used as the denominator for those computations are as follows:

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Quarter Ended

January 25, 2026 January 26, 2025

Basic Weighted-average Shares Outstanding

4 unchanged sentences

Antidilutive Potential Common Shares 17,733 19,778

NOTE N - SEGMENT REPORTING

NOTE O - SEGMENT REPORTING

Segment Results:

The Company develops, processes, and distributes a wide array of food products in a variety of markets.

The Company reports its results in the following three segments:

Retail, Foodservice, and International, which are consistent with how the Company’s chief operating decision maker (CODM) assesses performance and allocates resources.

The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in the retail market in the United States.

This segment also includes the results from the Company’s MegaMex Foods, LLC joint venture.

The Foodservice segment consists primarily of the processing, marketing, and sale of food products for foodservice, convenience store, and commercial customers located in the United States.

The International segment processes, markets, and sells Company products internationally.

This segment also includes the results from the Company’s international joint ventures, international equity method investments, and international royalty arrangements.

Financial measures for each of the Company’s reportable segments are set forth below.

Retail, Foodservice, and International.

The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in retail channels, including grocery stores, mass merchandisers, club stores, natural food chains, drug, dollar and discount chains, and e-commerce providers in the U.S.

This segment also includes the results from the Company’s MegaMex Foods joint venture.

The Foodservice segment consists primarily of the processing, marketing, and sale of food products to distributors and operators across a wide range of providers of food away from home, including restaurants, hospitality, healthcare, K-12, college and universities, and convenience stores in the U.S.

The International segment processes, markets, and sells the Company's products through retail and foodservice channels internationally.

This segment also includes the results from the Company’s international joint ventures, equity method investments, and royalty arrangements, as well as operations in China and Brazil.

The results of each segment are regularly provided to the Company's Interim Chief Executive Officer, who is the chief operating decision maker (CODM).

The CODM primarily uses net sales and segment profit to compare results to the prior year, annual operating plan, and periodic forecasts when evaluating segment performance and allocating resources.

The accounting policies of the segments are generally the same as those presented in Note A - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025 .

Intersegment sales are eliminated in consolidation and are not reviewed when evaluating segment performance.

The Company does not allocate deferred compensation, non-recurring expenses associated with the Transform and Modernize initiative, gains or losses on the sale of businesses, investment income, interest expense, or interest income to its segments when measuring performance.

The Company also retains various other income and expense items at the corporate level.

Segment profit also excludes unallocated general corporate expenses, deferred compensation, non-recurring expenses associated with the Transform and

Modernize initiative, corporate restructuring plan costs, and interest and other income and expense.

Equity in Earnings of Affiliates is included in segment profit;

however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded.

These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.

Segment results, including the significant expense categories regularly provided to the CODM, are provided below.

Certain portions of these expenses are retained at the corporate level and are presented in Net Unallocated Expense.

The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets.

Therefore, the Company does not represent that these segments, if operated independently, would report the results shown below.

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Retail $ 1,858,434 $ 1,767,251 $ 5,532,401 $ 5,467,078

Foodservice 986,976 954,021 2,853,603 2,799,110

International 187,466 177,171 534,495 516,517

Total Net Sales $ 3,032,876 $ 2,898,443 $ 8,920,499 $ 8,782,706

The Company does not represent that these segments, if operated independently, would report the profit and other financial information shown.

Quarter Ended January 25, 2026

In thousands Retail Foodservice International Total

Net Sales $ 1,847,806 $ 998,227 $ 181,284

Cost of Products Sold 1,619,712 794,438 142,885

Selling, General, and Administrative 140,846 47,248 22,345

Equity in Earnings of Affiliates 8,942 — 6,824

Noncontrolling Interest (Earnings) Loss — — 32

Segment Profit $ 96,190 $ 156,541 $ 22,910 $ 275,641

Net Unallocated Expense 41,298

Noncontrolling Interest Earnings (Loss) ( 32 )

Earnings Before Income Taxes $ 234,312

Quarter Ended January 26, 2025

In thousands Retail Foodservice International Total

Net Sales $ 1,890,133 $ 930,185 $ 168,495

Cost of Products Sold 1,640,761 743,519 129,053

Selling, General, and Administrative 139,528 47,840 25,170

Equity in Earnings of Affiliates 9,303 — 6,527

Noncontrolling Interest (Earnings) Loss — — 45

Segment Profit $ 119,147 $ 138,826 $ 20,845 $ 278,818

Net Unallocated Expense 60,700

Noncontrolling Interest Earnings (Loss) ( 45 )

Earnings Before Income Taxes $ 218,073

The Company’s CODM reviews assets and capital expenditures at a consolidated level and does not use assets by segment to evaluate performance or allocate resources.

Therefore, the Company does not disclose these measures by segment.

Depreciation and amortization expense is included in the measure of segment profit and disclosed below.

In thousands Quarter Ended

January 25, 2026 January 26, 2025

Depreciation and Amortization

Retail $ 35,563 $ 36,210

1 unchanged sentence

International 4,566 4,332

Total Segment Profit 282,218 292,211 857,210 916,814

Net Unallocated Expense 45,658 66,526 171,769 161,239

Noncontrolling Interest ( 46 ) 34 ( 366 ) ( 170 )

Earnings Before Income Taxes $ 236,514 $ 225,719 $ 685,076 $ 755,404

Corporate 6,168 5,379

Total Depreciation and Amortization $ 67,095 $ 65,872

Disaggregated Revenues:

The Company’s products primarily consist of meat and other food products.

Total revenue contributed by classes of similar products are:

Quarter Ended Nine Months Ended

July 27, 2025 July 28, 2024 July 27, 2025 July 28, 2024

Quarter Ended

In thousands January 25, 2026 January 26, 2025

Perishable $ 2,238,330 $ 2,151,822

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Shelf-stable includes canned luncheon meats, nut butters, snack nuts, chili, shelf-stable microwaveable meals, hash, stews, tortillas, salsas, tortilla chips, and other items that do not require refrigeration.

NOTE P - RESTRUCTURING

The Company is undertaking a corporate restructuring plan designed to reduce administrative expenses, improve efficiencies, and align its workforce to the Company’s future needs, while enabling continued investment in the Company’s growth.

The restructuring includes a voluntary early retirement program for certain groups of employees, the closing of certain open roles, involuntary role reductions, and making select changes to benefit programs.

The Company expects to incur restructuring charges of approximately $ 22.0 million for one-time pension benefits, cash severance payments, other employee benefit costs, and professional fees.

The charges were primarily recognized in the fourth quarter of fiscal 2025 and the first quarter of fiscal 2026.

Of the estimated charges, the Company expects that approximately $ 9.0 million will be cash expenditures during fiscal 2026.

The Company recognized $ 8.5 million of costs associated with restructuring activities during the first quarter of fiscal 2026.

There were no restructuring costs recognized during the first quarter of fiscal 2025.

All costs are unallocated corporate expenses which are not included in any of the reportable segments' measure of segment profit.

A summary of these costs by type is as follows:

In thousands Location on Consolidated Statements of Operations Quarter Ended January 25, 2026

Total Plan Costs

Cash Severance Selling, General, and Administrative $ 6,721 $ 6,721

Employee Benefits Selling, General, and Administrative 1,342 1,342

Professional Fees Selling, General, and Administrative 413 1,007

Pension Benefits Other Income (Expense), Net — 12,696

Total Restructuring Costs $ 8,476 $ 21,767

The liability for cash severance and employee benefits was recorded in Employee-related Expenses and the liability for professional fees was recorded in Accounts Payable.

The reconciliation of the beginning and ending liability balances showing activity during the year is as follows:

In thousands Cash Severance Employee Benefits Professional Fees Total

Liability Balances at October 26, 2025

$ — $ — $ 594 $ 594

Costs Incurred and Charged to Expense 6,721 1,342 413 8,476

Costs Paid or Otherwise Settled ( 6,282 ) ( 1,034 ) ( 794 ) ( 8,110 )

Liability Balances at January 25, 2026

$ 440 $ 308 $ 213 $ 961

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements