What changed in this filing

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Item 1. Business

2026-08-19 compared with 2025-08-20 · 44 added, 46 removed, 137 unchanged (40% of the section changed)

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was formed as a corporation under the laws of the State of Delaware in 1979 as the successor by merger to an Illinois corporation that was incorporated in 1959.

As used throughout this annual report on Form 10-K, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B.

As used throughout this annual report on Form 10-K (this “Report”), unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B.

Sanfilippo & Son, Inc.

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• References herein to fiscal 2026, fiscal 2025 and fiscal 2024 are to the fiscal years ended June 25, 2026, June 26, 2025 and June 27, 2024, respectively.

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 complete portfolio of snack and nutrition bars (“bars”).

These nuts are primarily sold under a variety of private brand names, as well as under 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.

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

We also manufacture and distribute a portfolio of snack and nutrition bars (“bars”), and market and distribute, and in most cases, manufacture or process, a diverse product line of other food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, granola, sunflower kernels, dried fruit, corn snacks, sesame sticks and other sesame snack products.

We primarily sell our products under a variety of private brand names, as well as under our Fisher , Orchard Valley Harvest , Squirrel Brand and Southern Style Nuts brand names.

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

Our website is accessible to the public at http://www.jbssinc.com.

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We believe that our business model typically works to our advantage in terms of increased cost savings for raw materials and provides us with better insight into crop development.

Our manufacturing experience, operations knowledge and product reputation in the tree nut and peanut private brand business has allowed us to launch and expand our private brand bars business over the past five years.

We believe there are significant growth opportunities in the private brand bar business as well as opportunities for us to bring our experience in the snack category and innovation to expand our private brand bar business.

We have made capital investments to support and expand the bar business in the last two fiscal years.

Our brands are some of the most well-recognized in the packaged food industry.

In recent years, we have developed Fisher recipe nuts among the leading brands in the category through strong marketing campaigns, merchandising, and promotional support to retailers.

We launched innovation with our Orchard Valley Harvest and increased distribution on our Fisher snack nut brands in many retailers and also expanded into new channels with Southern Style Nuts and Squirrel Brand .

We launched innovation with our Orchard Valley Harvest and increased distribution on our Fisher snack nut brands and also expanded into alternative channels with Southern Style Nuts and Squirrel Brand .

Our branded and private brand products are sold through the major distribution channels to significant buyers of nuts, including food and other retailers (both brick and mortar and e-commerce), commercial ingredient users and contract manufacturing customers.

Selling through multiple distribution channels allows us to generate multiple revenue opportunities for the nuts we process.

Selling through multiple distribution channels allows us to generate multiple revenue opportunities for the products we process.

For example, pecan halves could be sold to food retailers under our Fisher brand, and pecan pieces could be sold to commercial ingredient users.

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Our principal products are raw and processed nuts and bars.

Including trail and snack mixes, these products accounted for approximately 92% of our gross sales for the last three fiscal years.

The nut product line includes almonds, pecans, peanuts, black walnuts, English walnuts, cashews, macadamia nuts, pistachios, pine nuts, Brazil nuts and filberts.

Including trail and snack mixes, these nut and bar products accounted for approximately 93% of our gross sales for fiscal 2026, and 92% for fiscal 2025 and fiscal 2024.

The nut product line includes almonds, pecans, peanuts, walnuts, cashews, macadamia nuts, pistachios, pine nuts and filberts.

Our nut products are sold in numerous package styles and sizes, and we offer our nut products in a variety of different styles and seasonings.

The bar product line includes chewy granola, fruit and grain, sweet and salty, dipped chewy granola, crunchy, energy, fiber and nut bars.

The bar product line includes chewy granola, fruit and grain, sweet and salty, dipped chewy granola, crunchy, energy, fiber, nut, fig and protein bars.

We sell our products domestically to retailers and wholesalers as well as to commercial ingredient and contract manufacturing customers.

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The consumer channel is our largest channel by sales and supplies nut-based and bar products, including consumer-packaged products, to retailers in the United States including supermarket chains, wholesalers, supercenters, internet retailers and other retail outlets.

We sell products through the consumer channel under our brand names, including the Fisher , Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese brands, as well as under our customers’ private brands.

The commercial ingredient channel supplies nut-based products to other manufacturers to use as ingredients in their final food products such as bakery, confection, cereal and ice cream.

This channel produces nut-based products that are customized to the specifications of chefs, national restaurant chains, foodservice distributors, fast food chains, institutions and hotel kitchens.

We sell products through the consumer channel under our brand names, including the Fisher , Orchard Valley Harvest, Squirrel Brand, and Southern Style Nuts brands, as well as under our customers’ private brands.

The commercial ingredient channel supplies nut-based products to other manufacturers to use as ingredients in their final food products such as bakery, confection and cereal.

This channel produces nut-based products that are customized to the specifications of chefs, national restaurant chains, foodservice distributors, fast food chains and hotel kitchens.

We sell products through the commercial ingredient channel under our Fisher brand and our customers’ private brands.

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accounted for approximately 41% of our net sales for fiscal 2026, 40% of our net sales for fiscal 2025 and 39% of our net sales for fiscal 2024.

Net sales to Target Corporation accounted for approximately 11% of our net sales for fiscal 2025, 13% of our net sales for fiscal 2024 and 15% of our net sales for fiscal 2023.

Net sales to Target Corporation accounted for approximately 12% of our net sales for fiscal 2026, 11% for fiscal 2025 and 13% for fiscal 2024.

No other customer accounted for more than 10% of net sales for any period presented.

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We market our products through our own sales department and through a network of approximately 55 independent brokers, independent distributors and suppliers, including group purchasing organizations.

We distribute products from each of our principal facilities.

The majority of our products are shipped from our facilities by contract and common carriers.

The majority of our products are shipped from our production facilities to our Huntley, Illinois warehouse and distribution center, and onto our customers by contract and common carriers.

We also operate a retail store at our Elgin headquarters.

This store sells Fisher snack and recipe products, Orchard Valley Harvest, Squirrel Brand, Southern Style Nut and Just the Cheese products, bulk foods and other products, produced by us and other vendors directly to consumers.

This store sells Fisher snack and recipe products, Orchard Valley Harvest, Squirrel Brand and Southern Style Nut products, bulk foods and other food products, produced by us and other vendors directly to consumers.

(v) Marketing

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Branded consumer efforts concentrate on building brand awareness, developing, identifying and introducing new products, attracting new customers and increasing distribution and consumption in the snack nut, recipe nut and produce categories.

Private brand and commercial ingredient channel efforts are focused on category management, new product identification and introduction, brand awareness and merchandising support.

Private brand and commercial ingredient channel efforts are focused on category management, new product identification and commercialization, brand awareness and merchandising support.

A significant portion of our branded marketing efforts are focused on compelling consumer campaigns that include advertisements (e.g., online video, social and influencer activations and partnerships, search engine marketing and media partnerships), product sampling and coupon offers.

Our integrated marketing efforts for the Fisher brand include influencers and media partnerships.

Additionally, shipper display units and other point of sale promotions are utilized in retail stores in an effort to gain additional temporary product placement and to drive sales volume.

We work with third-party information agencies, such as Circana (formerly IRi), to monitor the effectiveness of our marketing and measure product growth in comparison to our competition and the product category.

Commercial ingredient trade promotion typically includes periodically attending regional and national trade shows, trade publication advertising and one-on-one marketing efforts.

Shipper display units and other point of sale promotions are utilized in retail stores in an effort to gain additional temporary product placement and to drive sales volume.

We work with third-party information agencies, such as Circana, to monitor the effectiveness of our marketing and measure product growth in comparison to our competition and the product category.

Commercial ingredient trade promotion typically includes periodically attending regional and national trade shows, trade publication advertising and direct marketing efforts.

These promotional efforts highlight our processing capabilities, broad product portfolio, product customization and packaging innovation.

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We also manufacture trail mixes and bars that are designed to give our customers and their families options in their snacking choices that range from healthy to indulgent.

We expect to continue increasing our participation and funding with trade associations and groups to focus on sustainability efforts while continuing to partner with farmers to further mitigate climate and other environmental risks.

We expect to continue our participation and funding with trade associations and groups to focus on sustainability efforts while continuing to partner with farmers to further mitigate climate and other environmental risks.

(vi) Competition

Our nuts, bars and other snack food products compete against products manufactured and sold by numerous other companies offering branded and private brand products in the snack food industry, some of whom are substantially larger, have greater resources than us and may be better positioned relative to potential tariffs.

In the nut industry, we compete with, among others, Hormel Foods Corp.

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In the bar industry, we compete with, among others, General Mills (Nature Valley brand), PepsiCo, Inc.

(Quaker brand), Mondelez (CLIF brand), Kellanova (Nutrigrain brand), Mars (KIND brand) as well as regional bar manufacturers.

(Quaker brand), Mondelez (CLIF brand), Kellanova (Nutrigrain brand), Mars (KIND and Nature's Bakery brands) as well as regional bar manufacturers.

Competitive factors in our markets include price, product quality, customer service, breadth of product line, brand name awareness, method of distribution, sales promotion, category management, service level compliance and innovation.

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We purchase nuts from domestic and foreign sources.

In fiscal 2025, all of our walnuts, almonds and peanuts were purchased from domestic sources.

We purchase our pecans from the southern United States and Mexico.

In fiscal 2026, all of our walnuts, almonds, peanuts and pecans were purchased from domestic sources.

Cashew nuts are imported from Vietnam and certain West African countries.

For fiscal 2025, approximately 28% of the dollar value of our total nut and dried fruit purchases was from foreign sources.

For fiscal 2026, approximately 28% of the dollar value of our total nut, dried fruit and oat purchases was from foreign sources.

Competition in the nut shelling industry is driven by shellers’ ability to access and purchase raw nuts, to shell the nuts efficiently and to sell the nuts to processors.

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(viii) Trademarks and Patents

We market our products primarily under name brands, including the Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese brand names.

Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese are registered as trademarks with the U.S.

We market our products primarily under name brands, including the Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names.

Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nut are registered as trademarks with the U.S.

Patent and Trademark Office as well as in various other foreign jurisdictions.

We do not own any trademarks for any private brands.

Those trademarks are owned by the respective private brand customer.

Those trademarks are owned by the respective private brand customers.

Our trademarks are important as they provide our customers with information about the quality of our products.

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Our total occupational injury rate remains in line with the food manufacturing industry average, but we strive to surpass these standards through continuous enhancement of our safety programs.

We invest in advanced systems and controls, focusing on training, machine guarding and forklift safety, to ensure a safe working environment.

During fiscal 2025, we continued refining our programs, emphasizing the most critical safety matters.

We invest in advanced systems and controls and focus on training, machine guarding and forklift safety, to provide a safe working environment.

By prioritizing risks and addressing them proactively, we are dedicated to building a sustainable safety culture that protects our employees and upholds the highest standards of health and safety.

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We believe that training, developing and promoting our employees is a cornerstone of our vibrant employee culture.

By investing in our existing talent, we enhance performance and maintain high levels of employee satisfaction.

By investing in our existing talent, we strive to enhance performance and maintain high levels of employee satisfaction.

Our commitment to upskilling our workforce is reflected in the variety of training programs we offer, covering professional development, workplace fundamentals, business, computer applications and industry-specific subjects such as our Nutology-101 courses.

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Employee Engagement:

In fiscal 2025, we continued to focus on employee engagement and retention.

We believe that credible leadership drives engagement and promotes retention.

Therefore, we purposefully continue to emphasize the importance of being an effective leader and offer various leadership training courses to our management team.

In fiscal 2025, all people managers had an annual goal of being an inclusive and engaging leader, which was measured by the leadership engagement score obtained through the annual employee engagement survey.

Additionally, we periodically conduct employee surveys to monitor employee satisfaction, engagement and concerns.

We conduct annual employee surveys to monitor satisfaction, engagement, and emerging concerns across the organization.

Reinforcing this long-standing practice, all people managers are held accountable for demonstrating inclusive and engaging leadership, with performance measured through leadership engagement scores from the annual employee engagement survey.

In fiscal 2026, we maintained a strong focus on leadership quality as a critical driver of engagement and retention.

Consistent with this priority, we continue to invest in strengthening leadership capabilities through targeted development programs for both our management team and pipeline of emerging leaders.

Employee Rewards:

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In addition to the SVA and TTP incentive programs, we offer annual sales incentives to our sales and marketing employees and annual monetary leadership awards to our top performers across all functions.

We are also proud to offer a comprehensive and competitive benefits package designed to meet the diverse needs of our employees at every stage of life, which includes a company-sponsored healthcare program, a student loan repayment program, a 401(k) program with a competitive company matching contribution and a non-qualified deferred compensation plan to provide executives with the opportunity to accumulate assets for retirement on a tax-deferred basis.

We are also proud to offer a competitive benefits package designed to meet the diverse needs of our employees at every stage of life, which includes a company-sponsored healthcare program, a student loan repayment program, a 401(k) program with a competitive company matching contribution and many other programs.

We continue to closely monitor the competitiveness of our compensation programs.

In fiscal 2025, 93% of our employees received wage adjustments.

In fiscal 2026, 90% of our employees received wage increases.

Codes of Conduct;

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We maintain codes of conduct and ethics policies designed to promote ethical conduct of our employees and agents.

We maintain a robust program to address employee concerns and complaints, which includes an anonymous incident reporting system, periodic employee surveys and suggestion boxes that can result in monetary awards.

Our employees are made aware of such reporting system through various communication methods, including assurances against retaliation.

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We (i) maintain what we believe to be rigid quality control standards and food safety systems that is evident in our annual Safe Quality Food (“SQF”) certification at each manufacturing facility;

(ii) generally inspect our nut and other food products by visual examination, screening, metal detectors or electronic monitors at various stages of our shelling and processing operations;

(ii) generally inspect our nut and other food products by visual examination, screening, metal detectors, x-rays, vision systems, electronic monitors at various stages of our shelling and processing operations or a combination of the foregoing;

(iii) work with the United States Department of Agriculture (“USDA”) in its inspection of peanuts shipped to and from our peanut shelling facilities;

(iv) maintain robust environmental pathogen programs;

(v) seek to comply with the Nutrition Labeling and Education Act by labeling each product that we sell with labels that disclose the nutritional value and content of each of our products and (vi) assure compliance with the United States Food and Drug Administration (“FDA”) Food Safety Modernization Act (“FSMA”) through our comprehensive Food Safety Plans which include following Current Good Manufacturing Practices and control biological, chemical and physical hazards through our Process, Sanitation, Allergen and Supply Chain Preventive Controls.

(v) seek to comply with the Nutrition Labeling and Education Act by labeling each product that we sell with labels that disclose the nutritional value and content of each of our products and (vi) seek to comply with the United States Food and Drug Administration (“FDA”) Food Safety Modernization Act (“FSMA”) through our comprehensive Food Safety Plans which include following Current Good Manufacturing Practices and control biological, chemical and physical hazards through our Process, Sanitation, Allergen and Supply Chain Preventive Controls.

However, no assurance can be given that some nut or other food products sold by us may not contain or develop harmful substances.

In order to mitigate this risk, we strive to select high-quality nut and ingredient suppliers as well as maintain product liability and contaminated product insurance at amounts we believe are adequate in light of our operations.

A portion of our annual capital expenditure budget is allocated for compliance with government-mandated food safety standards.

Compliance with food safety standards and other government regulations may have an impact on our operations and earnings, particularly if we fail to satisfy such standards or regulations and our products are recalled, harm our consumers or harm our Company’s reputation and standing as a leader of branded and private brand nut, bar, and other snack products.

A portion of our annual capital expenditure budget is allocated for compliance with government-mandated food safety standards and guidance.

Compliance with food safety standards, guidance and other government regulations may have an impact on our operations and earnings, particularly if we fail to satisfy such standards, guidance or regulations and our products are recalled, harm our consumers or harm our Company’s reputation and standing as a leader of branded and private brand nut, bar, and other snack products.

See Part I, Item 1A — “Risk Factors”.

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 1. Business