What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-08-20 compared with 2024-08-21 · 152 added, 133 removed, 764 unchanged (27% of the section changed)

Item 8 — Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of John B.

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Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

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CURRENT ASSETS:

Cash and cash equivalents

Accounts receivable, less allowance for doubtful accounts of $ 293 and $ 318 ,

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Revolving credit facility borrowings

Current maturities of related party long-term debt, net

Current maturities of long-term debt, net, including related party debt of $ 808

and $ 737 , respectively and net of unamortized debt issuance costs of $ 2

and $ 0 , respectively

Accounts payable

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LONG-TERM LIABILITIES:

Long-term related party debt, less current maturities, net

Long-term debt, less current maturities, net, including related party debt of $ 5,557

and $ 6,365 , respectively and net of unamortized debt issuance costs of $ 123

and $ 0 , respectively

Retirement plan

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Retained earnings

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Treasury stock, at cost;

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Bargain purchase gain, net

Gain on sale of facility, net

Total operating expenses

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Amortization of actuarial loss included in net periodic pension cost

Net actuarial gain arising during the period

Other comprehensive income, net of tax

Net actuarial (loss) gain arising during the period

Other comprehensive (loss) income, net of tax

Comprehensive income

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Balance, June 30, 2022

Cash dividends ($ 3.00 per common share)

Cash dividends ($ 4.75 per Class A

and Common share)

Pension liability amortization, net

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Pension liability adjustment, net

of income tax benefit of $ 1,922

of income tax expense of $ 752

Equity award exercises, net of

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Balance, June 29, 2023

Cash dividends ($ 4.75 per common share)

Pension liability amortization, net

of income tax expense of $ 7

Cash dividends ($ 3.00 per Class A

and Common share)

Pension liability adjustment, net

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Balance, June 27, 2024

Cash dividends ($ 3.00 per common share)

Cash dividends ($ 2.10 per Class A

and Common share)

Pension liability adjustment, net

of income tax expense of $ 415

of income tax benefit of $ 160

Equity award exercises, net of

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Amortization of operating lease right-of-use assets

Loss (gain) on disposition of properties, net

Deferred income tax (benefit) expense

Loss on disposition of properties, net

Deferred income tax benefit

Stock-based compensation expense

Bargain purchase gain, net

Loss on previously held equity interest

Loss on previously held equity investment

Change in assets and liabilities, net of Acquisitions:

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Business acquisitions, net

Proceeds from dispositions of assets, net

Proceeds from the sale of life insurance policies

Net cash used in investing activities

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Principal payments on long-term debt

Increase (decrease) in bank overdraft

(Decrease) increase in bank overdraft

Dividends paid

Proceeds from issuance of debt

Debt issue costs

Taxes paid related to net share settlement of equity awards

Net cash used in financing activities

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

Net cash provided by (used in) financing activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, beginning of period

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Our fiscal year ends on the last Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters).

However, the fiscal year ended June 30, 2022 consisted of fifty-three weeks with our fourth quarter containing fourteen weeks.

The accompanying consolidated financial statements and related footnotes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States.

These nuts are sold under our Fisher , Orchard Valley Harvest , Squirrel Brand and Southern Style Nuts brand names and under a variety of private brands.

Additionally, with our acquisition of certain snack bar assets from TreeHouse Foods, Inc.

(“Seller”) in the second quarter of fiscal 2024, and our internally developed nutrition bar products, we offer our private brand customers a complete portfolio of snack bars.

We market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including nutrition bars, snack bars, peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, sunflower kernels, dried fruit, corn snacks, chickpea snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese , and under private brands.

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States, and we also manufacture and distribute a complete portfolio of private brand snack and nutrition bars (“bars”).

These nuts are primarily sold under a variety of private brand names, as well as our Fisher , Orchard Valley Harvest , Squirrel Brand and Southern Style Nuts brand names.

We market and distribute, and in most cases, manufacture or process, a diverse product line of food and snack products, including bars, peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, granola, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese , and under private brands.

Our products are sold through three primary distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract manufacturing customers.

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Account balances are charged off against the allowance when we conclude that it is probable the receivable will not be recovered.

Bad debt expense was $ 0 , $ 114 and $ 54 for the years ended June 26, 2025, June 27, 2024 and June 29, 2023 , respectively.

The reserve for estimated cash discounts is based on historical experience.

The reserve for customer deductions represents known customer short payments and an estimate of future credit memos that will be issued to customers related to rebates and allowances for marketing and promotions based on agreed upon programs and historical experience.

Inventories, which consist principally of inshell bulk-stored nuts, shelled nuts, dried fruit, processed and packaged nut products, snack bars and nutrition bars, are stated at the lower of cost (first-in, first-out) and net realizable value.

Inventories, which consist principally of inshell bulk-stored nuts, shelled nuts, dried fruit, processed and packaged nut products and bars are stated at the lower of cost (first-in, first-out) and net realizable value.

Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

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We maintain significant inventories of bulk-stored inshell pecans, peanuts and walnuts.

Quantities of inshell bulk-stored nuts are determined based on our inventory systems and are subject to quarterly physical verification techniques including observation, weighing and other methods.

The quantities of each crop year bulk-stored nut inventories are generally shelled

out over a ten to fifteen-month period, at which time revisions to any estimates, which historically averaged less than 1.0 % of inventory purchases, are also recorded.

Quantities of inshell bulk-stored nuts are determined based o n our inventory systems and are subject to quarterly physical verification techniques including observation, weighing and other methods.

The quantities of each crop year bulk-stored nut inventories are generally shelled out over a ten to fifteen-month period, at which time revisi ons to any estimates, which historically averaged less than 1.0 % of inventory purchases, are also recorded.

We enter into walnut purchase agreements with growers typically in our first fiscal quarter, under which they deliver their walnut crop to us during the fall harvest season (which typically occurs in our first and second fiscal quarters).

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Property, Plant and Equipment

Property, plant and equipment are stated at cost.

Property, plant and equipment are stated at cost and are all located in the United States.

Major improvements that extend the useful life, add capacity or add functionality are capitalized and charged to expense through depreciation.

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3 to 10 years

No interest costs were capitalized for the last three fiscal years due to the lack of any significant project requiring such capitalization.

On June 16, 2025, the Company entered into the Equipment Loan (as defined in Note 8 — “Long-Term Debt” below).

In accordance with the provisions of ASC 835, Interest , the Company capitalizes interest costs incurred during the construction period of qualifying assets as part of the asset’s acquisition cost, therefore, interest costs incurred directly attributable to the Equipment Loan will be capitalized.

The capitalized interest will be included in the carrying amount of the related assets and depreciated over their estimated useful lives once the assets are placed into service.

We capitalized interest using the SOFR plus 1.60% interest rate on the equipment loan upon the first disbursement of the loan proceeds following the execution of the Equipment Loan.

The interest capitalized in fiscal 2025 was immaterial.

No interest costs were capitalized for fiscal 2024 or fiscal 2023 because no significant project required such capitalization.

Equipment deposits paid on long term capital projects were $ 12,438 and $ 1,782 at June 26, 2025 and June 27 , 2024 , respectively, and are included in Other long term assets in the accompanying Consolidated Balance Sheets.

Business Combinations

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Segment Reporting

We operate in a single reporting unit and operating segment that consists of selling various nut and nut related products and snack bars through three distribution channels.

We operate in a single reporting unit and operating segment that consists of selling various nut and nut related products and bars through three distribution channels with a similar distribution model.

See Note 17 — “ Segment Reporting” below for additional information.

Valuation of Long-Lived Assets and Other Intangible Assets

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If this comparison indicates there is an impairment, the carrying value of the asset is reduced to its estimated fair value.

We did no t record any impairment of long-lived assets for the last three fiscal years.

We did no t record any impairment of long-lived assets for the last t hree fiscal years.

Intangible assets are initially recorded at fair value in business acquisitions, which include customer relationships, brand names, formulas and non-compete agreements and are amortized over their estimated useful lives.

Certain assets are amortized on a accelerated basis based on the timing of expected future benefits.

See Note 6 — “Goodwill and Intangible Assets” below for additional information.

Goodwill currently represents the excess of the purchase price over the fair value of the net assets from our acquisition of Squirrel Brand, L.P.

which closed in November 2017 and our acquisition of the Just the Cheese brand which closed in December 2022.

Certain assets are amortized on an accelerated basis based on the timing of expected future benefits.

See Note 6 — “Goodwill an d Intangible Assets” below for additional information.

Goodwill currently represents the excess of the purchase price over the fair value of the net assets from our fiscal 2018 acquisition of Squirrel Brand, L.P.

and our fiscal 2023 acquisition of the Just the Cheese brand.

Goodwill is no t amortized, but is tested annually as of the last day of each fiscal year for impairment, or whenever events or changes in circumstances indicate it is more likely than not that the carrying amount of the reporting unit is greater than its fair value.

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We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.

Under the goodwill qualitative assessment, various events and circumstances that would affect the estimated fair value of our single reporting unit are identified (similar to impairment indicators above).

During fiscal 2024, we performed a qualitative impairment test which showed no indicators of goodwill impairment.

During fiscal 2025, we performed a qualitative impairment test which considered the totality of all relevant events or circumstances that affect the fair value or carrying amount of our reporting unit.

This qualitative test concluded it is more likely than not that the fair value is greater than its carrying amount.

Under the goodwill quantitative impairment test, the evaluation of impairment involves comparing the current fair value of our single reporting unit to its carrying value, including goodwill.

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The value assigned to the office building is included in rental investment property on the balance sheet.

The value assigned to the warehouse building is included in the caption “Property, plant and equipment”.

The value assigned to the manufacturing building is included in the caption “Property, plant and equipment”.

The net rental expense from the office building is included in the caption “Rental and miscellaneous expense, net”.

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The carrying values of cash, cash equivalents, trade accounts receivable and accounts payable approximate their fair values at June 26, 2025 and June 27, 2024 because of the short-term maturities and nature of these balances.

The carrying value of our Credit Facility (as defined in Note 7 — “Revolving Credit Facility” below) borrowings approximates fair value at June 27, 2024 because interest rates on this instrument approximate current market rates (Level 2 criteria), the short-term maturity and nature of this balance.

The carrying value of our Credit Facility (as defined in Note 7 — “Revolving Credit Facility” below) borrowings approximates fair value at June 26, 2025 and June 27, 2024 because interest rates on this instrument approximate current market rates (Level 2 criteria), the short-term maturity and nature of this balance.

In addition, there has been no significant change in our inherent credit risk.

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Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience.

See Note 3 — “Revenue Recognition” below for additional information on revenue recognition.

See Note 3 — “Reve nue Recognition” below for additional information on revenue recognition.

Significant Customers and Concentration of Credit Risk

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In total, net accounts receivable from these customers were 52 % and 47 % of net accounts receivable at June 26, 2025 and June 27, 2024, respectively.

Net sales to customers in foreign countries, primarily Canada, was approximately 1 % during all fiscal years presented .

Marketing and Advertising Costs

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Shipping and handling costs, which include freight and other expenses to prepare finished goods for shipment, are included in selling expenses.

This excludes rent expense for our leased warehouse located in Huntley, IL.

Shipping and handling costs for the last three fiscal years were as follows:

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We then amortize compensation expense over the vesting period.

The grant date fair value of restricted stock units (“RSUs”) and performance share units (“PSUs”) is generally determined based on the market price of our Common Stock on the date of grant.

The grant date fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) is generally determined based on the market price of our Common Stock on the date of grant.

Forfeitures are recognized as they occur, and excess tax benefits or tax deficiencies are recognized as a component of income tax expense.

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Weighted average number of shares outstanding — diluted

There were no anti-dilutive awards excluded from the computation of diluted earnings per share for any periods presented.

There wer e no anti-dilutive awards excluded from the computation of diluted earnings per share for any periods presented.

Comprehensive Income

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Recent Accounting Pronouncements

The following recent accounting pronouncements have not yet been adopted:

The following accounting pronouncement has been adopted in the current fiscal year:

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

The amendments in this update modify the disclosure requirements by expanding the disclosures required for reportable segments in annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments require that any entity that has a single reportable segment provide all the disclosures required either in this update or already existing in Topic 280.

The amendments are effective public entities for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments will be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the impact of this update but do not expect it to have a material impact on our Consolidated Financial Statements.

In addition, the amendments require that any entity that has a single reportable segment provide all the disclosures required both in this update and those already existing in Topic 280.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this pronouncement in fiscal 2025 and retrospectively to all prior periods using the significant segment expense categories identified.

While the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements, it has resulted in incremental disclosure.

See Note 17 — “Segment Reporting” for further discussion.

The following recent accounting pronouncements have not yet been adopted:

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

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NOTE 2 — LAKEVILLE ACQUISITION

On September 29, 2023 , we completed the acquisition of certain snack bar assets from the Seller.

The acquired assets include inventory, a manufacturing facility and related equipment located in Lakeville, Minnesota, and product formulas (the “Lakeville Acquisition”).

T he initial purchase price was approximately $ 61,546 in cash, subject to certain post-closing adjustments.

Following the closing, we received payments from the Seller of $ 2,572 for purchase price adjustments related to the actual inventory and fixed assets acquired, for a revised purchase price of $ 58,974 , net.

On September 29, 2023 , we completed the acquisition of certain snack bar assets from TreeHouse Foods, Inc.

The acquired assets include inventory, a manufacturing facility and related equipment located in Lakeville, Minnesota, and product formulas (the “Lakeville Acquisition”) for a net purchase price of $ 58,974 .

The purchase price for the Lakeville Acquisition was primarily funded from borrowings under the Credit Facility (defined in Note 7 - “Revolving Credit Facility” below).

The Lakeville Acquisition accelerates our strategy within the growing snack bar category and diversifies our product offerings.

It also allows us to offer private brand customers a complete portfolio of snack bars, including fruit and grain, crunchy, protein, sweet and salty and chewy bars that complement internally developed nutrition bars.

The Lakeville Acquisition accelerates our strategy within the growing bar category and diversifies our product offerings.

It also allows us to offer private brand customers a complete portfolio of bars, including fruit and grain, crunchy, sweet and salty and chewy bars that complement internally developed nutrition bars.

The Lakeville Acquisition has been accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations”.

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Net sales of $ 119,837 from the closing date of the Lakeville Acquisition on September 29, 2023 are included in our consolidated financial results for fiscal 2024.

The closing date of the Lakeville Acquisition was on the first day of our second fiscal quarter.

The closing date of the Lakeville Acquisition was on the first day of our second quarter in fiscal 2024.

The Company also incurred acquisition-related costs of $ 856 for fiscal 2024 which are included in Administrative expenses .

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The impact to the above pro forma information of incremental depreciation and amortization expense is insignificant and therefore excluded from the calculation of pro forma results.

Since the Lakeville Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut and nut-related products and snacks through three sales distribution channels.

Since the Lakeville Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut and nut-related products and bars through three sales distribution channels.

Revenues from the Lakeville Acquisition are primarily in our consumer distribution channel.

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A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The Company’s performance obligations are primarily for the delivery of raw and processed recipe and snack nuts, nut butters, trail mixes and snack and nutrition bars.

The Company’s performance obligations are primarily for the delivery of raw and processed recipe and snack nuts, nut butters, trail mixes and bars.

Our customer contracts do not include more than one performance obligation.

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Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability.

There was no contract asset balance for any periods presented.

The contract asset balance at June 26, 2025 was $ 159 and is recorded in the caption “ Prepaid expenses and other current assets” on the Consolidated Balance Sheets.

There was no other contract asset balance for the other periods presented.

The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

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NOTE 4 — LEASES

We lease warehouse space, equipment used in the transportation of goods in our warehouses and a limited number of automobiles.

Our leases generally do not contain any explicit guarantees of residual value and, with the exception of the Huntley warehouse, generally do not contain non-lease components.

We lease warehouse space, equipment used in the transportation of goods in our warehouses and a limited number of automobiles and semi-trailers.

Our leases generally do not contain any explicit guarantees of residual value and, with the exception of the Huntley facility, generally do not contain non-lease components.

Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order.

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None of our leases currently contain options to extend the term.

In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise

Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term.

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Total Lease Cost

(a) Includes short-term leases which are immaterial.

(b) Variable lease costs consist of sales tax and lease overtime charges.

(a) Includes short-term leases which are immaterial for all periods presented.

(b) Variable lease costs consist of property tax, sales tax, insurance and lease overtime charges.

Supplemental cash flow and other information related to leases was as follows:

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Present value of operating lease liabilities

At June 27, 2024 , the Company has additional operating leases of approximately $ 739 that have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above.

At June 26, 2025, the Company has additional operating leases of approximate ly $ 496 t hat have not yet commenced and therefore are not reflected in the Consolidated Balance Sheet and tables above.

The leases are scheduled to commence in the first quarter of fiscal 2026 with an initial lease term ranging from 4 to 6 years.

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Net intangible assets

Customer relationships relate to the Just the Cheese brand acquisition completed in fiscal 2023, the Squirrel Brand acquisition completed in fiscal 2018 and the Orchard Valley Harvest (“OVH”) acquisition completed in fiscal 2010.

Customer relationships relate to the fiscal 2023 Just the Cheese brand acquisition, the fiscal 2018 Squirrel Brand acquisition and the fiscal 2010 Orchard Valley Harvest (“OVH”) acquisition.

The customer relationships resulting from the OVH acquisition are fully amortized.

The brand names consist primarily of the Squirrel Brand and Southern Style Nuts brand names acquired in fiscal 2018 and the Fisher brand name, which we acquired in a 1995 acquisition.

The brand names consist primarily of the Squirrel Brand and Southern Style Nuts and the Fisher brand name, which we acquired in a 1995 acquisition.

The Fisher brand name is fully amortized.

The remainder of the brand name relates to Just the Cheese brand acquisition completed in fiscal 2023 and the OVH acquisition, which is fully amortized.

Product formulas relate to the Lakeville Acquisition completed in fiscal 2024.

The remainder of the brand name relates to Just the Cheese brand acquisition and the OVH acquisition, which is fully amortized.

Product formulas relate to the private label bars acquired in fiscal 2024 Lakeville Acquisition.

Total amortization expense related to intangible assets, which is classified in administrative expense in the Consolidated Statement of Comprehensive Income, was as follows for the last three fiscal years:

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June 27, 2030

Our net goodwill at June 30, 2022 was comprised of $ 9,650 from the Squirrel Brand acquisition completed in fiscal 2018.

Our net goodwill at June 27, 2024 includes an additional $ 2,100 from the Just the Cheese brand acquisition completed in fiscal 2023.

Our net goodwill at June 29, 2023 was comprised of $ 9,650 from the fiscal 2018 Squirrel Brand acquisition and $ 2,100 from the fiscal 2023 Just the Cheese brand acquisition.

The changes in the carrying amount of goodwill during the two fiscal years ended June 26, 2025 are as follows:

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The Amended and Restated Credit Agreement provided for a $ 117,500 senior secured revolving credit facility (the “Credit Facility”) with the same borrowing capacity, interest rates and applicable margin as the Former Credit Agreement and extended the term of the Former Credit Agreement from July 7, 2021 to March 5, 2025.

The Credit Facility is secured by our accounts receivable and inventory.

The Credit Facility is secured by substantially all of our assets other than machinery and equipment, real property and fixtures.

On May 8, 2023, we entered into the First Amendment to our Amended and Restated Credit Agreement (the “First Amendment”), which replaced the London interbank offered rate interest rate option with the secured overnight financing rate (“SOFR”).

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On September 29, 2023, we entered into the Second Amendment to our Amended and Restated Credit Agreement (the “Second Amendment”), which (among other things) increased the amount available to borrow under the Credit Facility to $ 150,000 , extended the maturity date to September 29, 2028 and allows the Company to pay up to $ 100,000 in dividends per year, subject to meeting availability tests.

On June 16, 2025, we entered into the Consent and Third Amendment to our Amended and Restated Credit Agreement (the “Third Amendment”), which defined and included the Equipment Loan (as defined below in Note 8 — “Long-Term Debt” below).

At June 26, 2025 the weighted average interest rate for the Credit Facility was 6.09 % .

At June 29, 2023 there were no borrowings on the line of credit under the Credit Facility and thus no applicable interest rate on the borrowings.

At June 27, 2024 the weighted average interest rate for the Credit Facility was 8.06 % .

At June 26, 2025 and June 27, 2024, our unused letters of credit were $ 4,515 and $ 4,857 , respectively.

The terms of the Credit Facility contain covenants that require us to restrict investments, indebtedness, acquisitions and certain sales of assets, cash dividends, redemptions of capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt).

The terms of the Credit Facility contain covenants that require us to restrict investments, indebtedness, liens, acquisitions and certain sales of assets, cash dividends, redemptions of capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt).

If loan availability under the Borrowing Base Calculation falls below $ 25,000 , we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis.

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through September 1, 2026

Current maturities

Total long-term debt

Equipment Loan financing obligation to Wells Fargo Bank, N.A

due in monthly installments (a)

Unamortized debt issuance costs

Current maturities, net of unamortized debt issuance costs

Total long-term debt, net of unamortized debt issuance costs

(a) Equipment Loan funds will be disbursed by the lender in variable installments.

The payback period will begin upon disbursement of the final loan proceeds expected to occur in the fourth quarter of our fiscal 2026.

The fixed interest rate will be calculated at that point in time as well.

Selma Properties

In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $ 14,300 and are leasing them back.

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The financing obligation is being accounted for similar to the accounting for a capital lease, whereby the purchase price was recorded as a debt obligation, as the provisions of the arrangement are not eligible for sale-leaseback accounting.

Equipment Loan

On June 16, 2025, the Company entered into a financing agreement with Wells Fargo Bank, N.A.

which allows the Company to finance up to $ 50,000 fo r the purchase of equipment to further expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers (the “Equipment Loan”).

The Equipment Loan is provided under a master loan agreement and related equipment schedule(s), and is secured under a Security Agreement which provides for a first priority lien on all equipment and a second priority lien on our accounts receivable and inventory.

The Company will be required to make sixty equal monthly payments comprised of principal and interest starting upon distribution of the final loan proceeds which is expected to occur in the fourth quarter of fiscal 2026.

The fixed interest rate (SOFR plus an applicable margin of 1.49 %) will be calculated at that point in time as well.

Any change in the SOFR rate from what has been estimated in the table above will have an insignificant impact on the schedule.

The Equipment Loan contains a graded prepayment penalty if the loan is paid off within 36 months of commencement.

The Company will make monthly interest-only payments of SOFR plus an applicable margin of 1.60 % prior to the delivery and acceptance of the equipment and distribution of the final loan proceeds which will be capitalized as part of the equipment acquisition cost.

Aggregate maturities of long-term debt are as follows:

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Deferred state

Total deferred (benefit) expense

Total deferred tax benefit

Total income tax expense

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Our federal tax returns are open for audit for fiscal 2022 through 2024 .

Our Illinois tax return is under audit for fiscal 2022 .

Our Illinois tax return for fiscal 2023 is open for audit.

Our Illinois tax returns for fiscal 2023 and 2024 are under audit.

Our California tax returns for fiscal 2021 through 2024 are open for audit.

No other tax jurisdictions are material to us.

The One, Big, Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025.

The Act contains significant tax law changes with various effective dates affecting business taxpayers.

Among the tax law changes that will impact the Company relate to the timing of certain tax deductions including depreciation expense and research and development expenditures.

The Company will implement the Act’s tax law changes in the first quarter of fiscal 2026.

The Company does not anticipate any impact to its overall tax expense, but the Act will impact the allocation of tax expense between current and deferred.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

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NOTE 12 — STOCK-BASED COMPENSATION PLANS

At our annual meeting of stockholders on November 2, 2023, our stockholders approved a new equity incentive plan (the “2023 Omnibus Plan”) under which awards of options and other stock-based awards may be made to employees, officers or non-employee directors of our Company.

At our 2023 meeting of stockholders, our stockholders approved a new equity incentive plan (the “2023 Omnibus Plan”) under which awards of options and other stock-based awards may be made to employees, officers or non-employee directors of our Company.

A total of 747,065 shares of Common Stock are authorized for grants of awards thereunder, which may be in the form of options, restricted stock, RSUs, stock appreciation rights (“SARs”), performance shares, PSUs, Common Stock or dividends and dividend equivalents.

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Under the terms of the 2023 Omnibus Plan, the total number of shares of Common Stock with respect to which options or SARs may be granted in any calendar year to any participant may not exceed 500,000 shares (this limit applies separately with respect to each type of award).

Additionally, for awards of restricted stock, RSUs, performance shares or other stock-based awards that are intended to qualify as performance-based compensation:

Additionally, for awards of restricted stock, RSUs, performance shares, PSUs or other stock-based awards that are intended to qualify as performance-based compensation:

(i) the total number of shares of Common Stock that may be granted in any calendar year to any participant may not exceed 250,000 shares (this limit applies separately to each type of award) and (ii) the maximum amount that may be paid to any participant for awards that are payable in cash or property other than Common Stock in any calendar year is $ 5,000 .

During fiscal 2017, the Board of Directors adopted an equity grant cap which further restricted the number of awards that could be made to any one participant or in the aggregate.

The equity grant cap limited the number of awards to 250,000 awards to all participants and 20,000 awards to any one participant in a fiscal year.

The equity grant

cap limited the number of awards to 250,000 awards to all participants and 20,000 awards to any one participant in a fiscal year.

Except as set forth in the 2023 Omnibus Plan, RSUs have vesting periods of three years for awards to employees and one year for awards to non-employee members of the Board of Directors.

PSUs have a vesting period of three years and performance goals that must be achieved in order to vest.

PSUs have a vesting period of approximately 33 months and performance goals that must be achieved in order to be earned and vest.

We issue new shares of Common Stock upon the vesting of RSUs and PSUs.

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The fair value of RSUs and PSUs granted for the years ended June 26, 2025, June 27, 2024 and June 29, 2023 was $ 5,513 , $ 4,805 and $ 4,769 , respectively.

The following is a summary of RSU and PSU activity for the year ended June 27, 2024:

The following is a summary of RSU activity for the year ended June 26, 2025:

Restricted Stock Units

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Outstanding at June 26, 2025

(a) Includes 8,031 PSUs (based on reaching target performance) with performance conditions for which the performance criteria had yet to be achieved.

The PSUs vest three years from the grant date, with the number of shares earned (ranging from 0% to 200% of the target award) depending on the extent to which we achieve certain performance metrics measured over a three-year period.

(a) The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

The following is a summary of P SU activity for the year ended June 26, 2025:

Performance Stock Units (a)

Outstanding at June 27, 2024

Outstanding at June 26, 2025

(a) The PSUs are presented based on reaching target performance.

The PSUs vest approximately 33 months from the grant date, with the number of shares earned (ranging from 0% to 200% of the target award) depending on the extent to which we achieve certain performance metrics.

Based on current expectations and performance against these metrics, we expect 17,380 PSUs to be earned and thus vest at the end of the applicable vesting periods.

The final number of shares that will eventually be earned and vest (if any) has not yet been determined as of June 26, 2025 .

(b) The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

At June 26, 2025 there were 30,178 RSUs outstanding that were vested but deferred.

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Declaration Date

June 20, 2024

July 17, 2024

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June 20, 2024

November 3, 2022

December 2, 2022

December 21, 2022

August 12, 2022

July 18, 2023

August 22, 2023

September 13, 2023

(a) The dividends declared on July 18, 2023 and July 17, 2024 include both the annual and special dividend declared on such date.

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The plan provides retirement benefits for all nonunion employees meeting minimum age and service requirements.

We currently match 100 % of the first three percent contributed by each employee and 50 % of the next two percent contributed, up to certain maximums specified in the plan.

For the last three fiscal years, we matched 100 % of the first three percent contributed by each employee and 50 % of the next two percent contributed, up to certain maximums specified in the plan.

Expense for the 401(k) plan was as follows for the last three fiscal years:

401(k) plan expense

Starting in fiscal 2023 we now offer a non-qualified deferred compensation plan to provide executives with the opportunity to accumulate assets for retirement on a tax-deferred basis (the “Plan”).

We also offer a non-qualified deferred compensation plan to provide executives with the opportunity to accumulate assets for retirement on a tax-deferred basis (the “Plan”).

Participants in the Plan can defer up to 80 % of their base salary and up to 100 % of performance-based compensation.

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The balances due to participants in the Plan were $ 2,769 and $ 1,261 as of June 26, 2025 and June 27, 2024, respectively, and are included in the caption “Other” within Long term liabilities in the accompanying Consolidated Balance Sheets.

Matching contribution expense was $ 246 and $ 106 for the years ended June 27, 2024 and June 29, 2023, respectively.

Matching contribution expense was $ 53 and $ 246 for the year ended June 26, 2025 and June 27, 2024, respectively.

Virtually all of our salaried employees participate in our Sanfilippo Value Added Plan (as amended, the “SVA Plan”), which is a cash incentive plan (an economic value added-based program) administered by our Compensation and Human Resources Committee.

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Interest cost

Actuarial gain

Actuarial loss (gain)

Benefits paid

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The accumulated benefit obligation, which represents benefits earned up to the measurement date, was $ 27,583 and $ 24,952 at June 26, 2025 and June 27, 2024, respectively.

Components of the actuarial (gain) loss are presented below for the fiscal years ended:

Actuarial Gain

Components of the actuarial loss (gain) are presented below for the fiscal years ended:

Actuarial Loss (Gain)

Change in assumed pay increases

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Change in mortality assumptions

Actuarial gain

Actuarial loss (gain)

The components of the net periodic pension cost are as follows for the fiscal years ended:

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At June 26, 2025 and June 27, 2024, the current portion of the SERP liability was $ 818 and $ 708 , respectively, and recorded in the caption “Accrued payroll and related benefits” on the Consolidated Balance Sheets.

The following table presents the components of accumulated other comprehensive income (loss) that have not yet been recognized in net pension expense:

Unrecognized net gain (loss)

The following table presents the components of accumulated other comprehensive income that have not yet been recognized in net pension expense:

Unrecognized net gain

Net amount unrecognized

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(a) Amounts in parenthesis indicate debits/expense.

The reclassifications out of accumulated other comprehensive income (loss) for the last two fiscal years were as follows:

Reclassifications from Accumulated Other Comprehensive Income (Loss) to earnings (b)

Affected line item in the Consolidated

Statements of Comprehensive Income

Amortization of defined benefit pension items:

Unrecognized net loss

Pension expense (excluding service costs)

Income tax expense

Amortization of defined pension items, net of tax

(b) Amounts in parenthesis indicate debits to expense.

See Note 15 — “Retirement Plan” abo ve for additional details.

NOTE 17 — SEGMENT REPORTING

The Company’s chief operating decision maker (“CODM”) is comprised of the chief executive officer and chief operating officer who review financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.

As such, we operate in a single reporting unit and operating segment that consists of selling various nut and nut related products and bars through three distribution channels, almost entirely within the United States.

A description of how the Company derives revenues is included in Note 3 — “Revenue Recognition”.

The CODM uses consolidated net income as the measure of segment profit or loss to make key operating decisions, monitor budget versus actual results and allocate resources.

The CODM compares net income to prior year to assess year-over-year growth of the Company and compares net income to budget to evaluate how the Company is performing against internal expectations.

The measure of segment assets is reported on the Consolidated Balance Sheet as total assets.

Depreciation, amortization and purchases of property, plant and equipment are reported at the consolidated level on the Consolidated Statements of Cash Flows.

The significant segment expenses regularly provided to the CODM are those presented on our Consolidated Statements of Comprehensive Income.

These significant expenses include cost of sales, selling expenses and administrative expenses.

Other segment items include interest expense,

net rental and miscellaneous expense, pension expense and income tax expense on the Consolidated Statements of Comprehensive Income.

Depreciation expense, significant customers and geographic information, and revenue by product type are included in Note 1 — “Significant Accounting Policies”, Note 3 — “Revenue Recognition” and Note 18 — “Product Type Sales Mix”, respectively.

NOTE 18 — PRODUCT TYPE SALES MIX

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Trail & Snack Mixes

NOTE 18 — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

The following table details the activity in various allowance and reserve accounts.

End of Period

June 27, 2024

Allowance for doubtful accounts

Reserve for cash discounts

Reserve for customer deductions

June 29, 2023

Allowance for doubtful accounts

Reserve for cash discounts

Reserve for customer deductions

June 30, 2022

Allowance for doubtful accounts

Reserve for cash discounts

Reserve for customer deductions

NOTE 19 — SUBSEQUENT EVENT

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data