What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-19 compared with 2025-08-20 · 128 added, 158 removed, 758 unchanged (27% of the section changed)

Item 8 — Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB Auditor ID:

Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of the Projected Benefit Obligation related to the Supplemental Employee Retirement Plan (SERP)

As described in Note 15 to the consolidated financial statements, the Company’s projected benefit obligation related to the SERP is $28.7 million as of June 26, 2025.

The SERP is an unfunded, non-qualified benefit plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions.

Valuation of the Projected Benefit Obligation related to the Supplemental Employee Retirement Plan

As described in Note 14 to the consolidated financial statements, the Company’s projected benefit obligation related to the SERP is $29,952 thousand as of June 25, 2026.

The Supplemental Employee Retirement Plan (SERP) is an unfunded, non-qualified benefit plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions.

Benefits paid to retirees are based on age at retirement, years of credited service, and average compensation.

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Other comprehensive income, net of tax:

Amortization of actuarial loss included in net periodic pension cost

Net actuarial (loss) gain arising during the period

Other comprehensive (loss) income, net of tax

Net actuarial gain (loss) arising during the period

Other comprehensive income (loss), net of tax

Comprehensive income

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Comprehensive

Loss (Income)

Income (Loss)

Balance, June 29, 2023

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and Common share)

Pension liability amortization, net

of income tax expense of $ 7

Pension liability adjustment, net

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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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Pension liability adjustment, net

of income tax benefit of $ 160

of income tax expense of $ 93

Equity award exercises, net of

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Amortization of operating lease right-of-use assets

Loss on disposition of properties, net

Deferred income tax benefit

(Gain) loss on disposition of properties, net

Deferred income tax expense (benefit)

Stock-based compensation expense

Bargain purchase gain, net

Loss on previously held equity investment

Change in assets and liabilities, net of Acquisitions:

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CASH FLOWS FROM FINANCING ACTIVITIES:

Net short-term borrowings (repayments)

Net short-term (repayments) borrowings

Principal payments on long-term debt

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Taxes paid related to net share settlement of equity awards

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Cash, end of period

Supplemental disclosures of cash flow information:

Interest paid

Income taxes paid, excluding refunds of $ 53 , $ 227 and $ 120 ,

The accompanying notes are an integral part of these consolidated financial statements.

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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.

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 and other sesame snack products under our brand names and under private brands.

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

Management Estimates

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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.

Bad debt expense was $ 35 , $ 0 and $ 100 f or the years ended June 25, 2026, June 26, 2025 and June 27, 2024 , respectively.

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

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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).

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.

We enter into walnut purchase agree ments 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).

Pursuant to our walnut purchase agreements, we determine the final price for this inventory after receipt and typically by the end of our third fiscal quarter.

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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.

The interest capitalized in fiscal 2026 was $ 1,780 .

The interest capitalized in fiscal 2025 was immaterial and no interest costs were capitalized for fiscal 2024 because no significant project r equired such capitalization.

Equipment deposits paid on long term capital projects we re $ 3,308 and $ 12,438 at June 25, 2026 and June 26, 2025, respectively, and are included in Other long term assets in the accompanying Consolidated Balance Sheets.

Business Combinations

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Approximately 29 % of the rentable area has not been built-out.

The other building, a warehouse, was expanded and modified for use as our principal processing facility and headquarters.

The other building, a warehouse, was expanded and modified for use as our principal processing facility

and headquarters.

The allocation of the purchase price to the two buildings was determined through a third-party appraisal.

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The highly competitive nature of our business provides an environment for the loss of customers and the opportunity to gain new customers.

We are subject to concentrations of credit risk, primarily in trade accounts receivable, and we attempt to mitigate this risk through our credit evaluation process, collection terms and through geographical dispersion of sales.

We are subject to concentrations of credit risk, primarily in trade accounts receivable, and we attempt to mitigate this risk

through our credit evaluation process, collection terms and through geographical dispersion of sales.

Sales to two customers exceeded 10 % of net sales during fiscal 2026, fiscal 2025 and fiscal 2024 .

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In total, net accounts receivable from these customers were 54 % and 52 % of net accounts receivable at June 25, 2026 and June 26, 2025, respectively.

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

Net sales to customers in foreign countries, primarily Canada, was approxi mately 1 % du ring 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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For tax positions that have met the recognition threshold in the first step, we perform the second step of measuring the benefit to be recorded.

The actual benefits ultimately realized may differ from our estimates.

The actual benefits ultimately realized

may differ from our estimates.

In future periods, changes in facts, circumstances, and new information may require us to change the recognition and measurement estimates with regard to individual tax positions.

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Weighted average number of shares outstanding — diluted

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

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

Comprehensive Income

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For amounts not required to be reclassified in their entirety to net income, we provide a cross-reference to other disclosures that offer additional details about those amounts.

Recent Accounting Pronouncements

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 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:

Recent Accounting Pronouncements and Tax Legislation

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

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

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The amendments in this update enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid by jurisdiction.

The amendments are effective for fiscal years beginning after December 15, 2024.

2023-09 was adopted retrospectively in the current fiscal 2026 10-K with prior year figures re-presented for comparability and had no impact on our Consolidated Financial Statements as this was a disclosure only requirement.

The following recent accounting pronouncement has not yet been adopted:

In November 2024, the FASB issued (and revised in January 2025) ASU 2024-03 and ASU 2025-01:

Income Statement - Expense Disaggregation Disclosures (Subtopic 220-40) .

This update requires entities to disaggregate income statement expenses.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, which will be applicable in our fiscal 2028 10-K.

Early adoption is permitted.

The amendments will be applied prospectively, but may 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.

NOTE 2 — LAKEVILLE ACQUISITION

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 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”.

The following table summarizes the amounts allocated to the fair values of certain assets acquired at the acquisition date:

Property, plant and equipment

Identifiable intangible assets:

Product formulas

Total assets acquired

Property, plant and equipment represent a manufacturing facility and related equipment located in Lakeville, Minnesota.

The fair value for the property was primarily determined using a market approach.

The fair values for the machinery and equipment were determined using a combination of the direct and indirect cost approaches, along with the market approach.

All building and equipment assets are being depreciated on a straight-line basis over their estimated remaining useful lives as determined in accordance with our accounting policies.

The product formulas asset represents the value of these formulas designed to replicate the taste, texture and appearance of branded snack bars.

The fair value of the product formulas was determined using the income approach through a relief from royalty method analysis.

We are amortizing formulas over a weighted average life of 5.4 years.

There were no recognized or unrecognized material contingencies associated with the acquired business.

The $ 61,950 fair value of the identifiable assets acquired exceeded the total purchase price of $ 58,974 .

Accordingly, this acquisition resulted in a bargain purchase and we recognized a gain o f $ 2,226 , net of taxes, which is reported in the caption “Bargain purchase gain, net” in our consolidated financial results for the year ended June 27, 2024.

We believe the Lakeville Acquisition resulted in a bargain purchase gain because the Seller was motivated to divest such snack bars business, as its performance no longer supported the Seller's long-term growth targets.

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 quarter in fiscal 2024.

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

The following refle cts the unaudited pro forma results of operations of the Company as if the Lakeville Acquisition had taken place at the beginning of fiscal 2023.

This pro forma information does not purport to represent what the Company’s actual results would have been if the Lakeville Acquisition had occurred as of the date indicated or what such results would be for any future periods.

Pro forma net sales

Pro forma net income

Pro forma diluted earnings per share

These unaudited pro forma results have been calculated after applying our accounting policies and adjusting the results of the Lakeville Acquisition to reflect elimination of transaction costs and the bargain purchase gain and to record additional interest expense and cost of sales that would have been incurred, assuming the fair value adjustment to inventory had been applied from July 1, 2022, net of related income taxes in respect of pro forma net income and diluted earnings per share performance.

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 bars through three sales distribution channels.

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

We are currently evaluating the impact of this standard on our consolidated financial statements and disclosures.

NOTE 2 — REVENUE RECOGNITION

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Product Returns

While customers generally have the right to return defective or non-conforming products, past experience has demonstrated that product returns have generally been immaterial.

While customers generally have the right to return defective or non-conforming products, including products involved in a recall, past experience has demonstrated that product returns have generally been immaterial.

Customer remedies may include either a cash refund or an exchange of the returned product.

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NOTE 3 — LEASES

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.

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

Our leases generally do not contain any explicit guarantees of residual value.

Additionally, our leases generally do not contain non-lease components, with the exception of the Huntley facility.

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

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Implicit rates are used when readily determinable.

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

For our Huntley warehouse leases, we have extension options that were not considered reasonably certain of exercise at lease commencement.

Accordingly, these optional renewal periods were excluded from the determination of the lease term and were not included in the measurement of the related operating lease liabilities and right-of-use assets.

None of our other 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 that option.

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Total Lease Cost

(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.

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

(b) Variable lease costs consist of sales tax and lease overtime charges along with reimbursement to the lessor for property taxes and insurance which were recognized in the period incurred.

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

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Present value of operating lease liabilities

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.

On January 15, 2026, the Company executed a 10 year lease for the remaining 285,000 square feet in the current warehouse we rent in Huntley, Illinois.

The original warehouse spa ce of approximately two thirds of the building was leased starting in fiscal 2024 near our largest facility in Elgin, Illinois (the “Elgin Site”), and upon the commencement of this lease, we will occupy the entire building.

The warehouse will be primarily utilized to store finished goods and non-food inventory, to operate as a distribution center and perform light manufacturing activities.

Since the lease for the remaining space has not yet commenced, approximately $ 17,943 of additional operating leases are not reflected in the Consolidated Balance Sheet and tables above.

The lease for the remaining space in the Huntley facility is scheduled to commence in the first quarter of fiscal 2027 with an initial term of 10 years.

Lessor Accounting

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Net intangible assets

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 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 and the OVH acquisition, which is fully amortized.

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

Customer relationships primarily relate to the fiscal 2018 Squirrel Brand acquisition and the fiscal 2010 Orchard Valley Harvest (“OVH”) acquisition, which are fully amortized.

The brand names consist primarily of the Squirrel Brand, Southern Style Nuts, OVH and the Fisher brand names.

The Fisher and OVH brand names are fully amortized.

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 26, 2031

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:

Gross goodwill balance at June 29, 2023

Accumulated impairment losses

Net balance at June 29, 2023

Goodwill acquired during fiscal 2024

Net balance at June 27, 2024

Goodwill acquired during fiscal 2025

Net balance at June 26, 2025

Our gross goodwill balance was $ 20,516 and accumulated impairment loss of $ 8,766 resulted in net goodwill of $ 11,750 as of June 25, 2026.

The net goodwill is predominately from the Squirrel Brand acquisition.

There were no changes in the carrying amount of goodwill during the last two fiscal years.

NOTE 6 — REVOLVING CREDIT FACILITY

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At June 25, 2026 and June 26, 2025, our unused letters of credit were $ 4,295 and $ 4,515 , respectively.

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).

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 or refinancing of indebtedness (if such prepayment or refinancing , among other things, is of a subordinate debt, including the Equipment Loan).

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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due in monthly installments of $ 114 (including interest at 9.25 %)

through September 1, 2026 and $ 121 (including interest at 11.85 %)

through September 1, 2031

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(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 payback period will begin upon disbursement of the final loan proceeds expected to occur in the first half of fiscal 2027.

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

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At the end of each five-year renewal option, the base monthly lease amounts are reassessed, and the monthly payments increased to $ 114 beginning in September 2021.

One five-year renewal option remains.

Also, we currently have the option to purchase the properties from the lessor at 95 % ( 100 % in certain circumstances) of the then fair market value, but not to be less than the $ 14,300 purchase price.

On December 30, 2025 we exercised the final remaining five-year renewal option which extended the lease term to September 2031 and the base monthly lease payment will increase to approximately $ 121 beginning in September 2026.

We currently have the option to purchase the Selma Properties from the lessor at 95 % ( 100 % in certain circumstances) of the then fair market value, but not to be less than the $ 14,300 purchase price.

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.

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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 Company will be required to make sixty (60) equal monthly payments comprised of principal and interest starting upon distribution of the final loan proceeds which is expected to occur in the first half of fiscal 2027.

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.

Any chan ge in the SOFR rate from our estimates in the disclosed tables will have an insignificant impact on the schedules.

The Equipment Loan contains a graded prepayment penalty if the loan is paid off within thirty-six (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.

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NOTE 8 — INCOME TAXES

The provision for income taxes is based entirely on income before income taxes earned in the United States, and is as follows for the last three fiscal years:

The provision for income taxes is based entirely on income before income taxes from continuing operations earned in the United States, thus there are no foreign amounts to separately disaggregate, and is as follows for the last three fiscal years:

For the Year Ended

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Total income tax expense

The reconciliations of income taxes at the statutory federal income tax rate to income tax expense reported in the Consolidated Statements of Comprehensive Income for the last three fiscal years are as follows:

The following table presents the differences between the Company's income tax provision and the amounts computed at the federal statutory income tax rate, on a dollar and percentage basis, since the adoption of ASU 2023-09 in the current fiscal year, for the last three fiscal years:

federal statutory income tax rate

State income taxes, net of federal benefit

State and local income taxes, net of federal

tax effect (a)

Nontaxable and nondeductible items

Section 162(m) limitation

Research and development tax credit

Bargain purchase gain

Share-based compensation

Uncertain tax positions

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

(a) Illinois and California made up the majority (greater than 50% ) of the tax effect within this category for all periods presented.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement basis and the tax basis of assets and liabilities using enacted statutory tax rates applicable to future years.

Deferred tax assets and liabilities are comprised of the following:

Deferred tax assets (liabilities):

Deferred tax (liabilities) assets:

Accounts receivable

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Research related expenditures

Net deferred tax asset

Net deferred tax (liability) asset

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment.

If or when recognized, the tax benefits relating to any reversal of the valuation allowance will be recognized as a reduction of income tax expense.

If or when recognized, the tax benefits relating to any reversal of any valuation allowance will be recognized as a reduction of income tax expense.

For the years ending June 25, 2026 and June 26, 2025, unrecognized tax benefits and accrued interest and penalties were $ 825 and $ 780 .

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Beginning balance

Gross increases — tax positions in prior year

Gross (decreases) increases — tax positions in prior year

Gross increases — tax positions in current year

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Unrecognized tax benefits that would affect annual effective

During fiscal 2025, the change in unrecognized tax benefits due to statute expiration was not material.

We do not anticipate that total unrecognized tax benefits will significantly change in the next twelve months.

The total cash paid for income taxes, net of refunds received, for the last three fiscal years is as follows:

Total cash paid for income taxes (net of refunds)

We file income tax returns with federal and state tax authorities within the United States of America.

Our federal tax returns are open for audit for fiscal 2023 through 2025 .

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

Our Illinois tax return for fiscal 2025 is open for audit.

Our California tax returns for fiscal 2022 through 2025 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.

Public Law No.

119-21, commonly known as 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.

This has led to lower cash tax payments in the near term combined with an increase in our deferred tax liability.

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

The Act did not have any impact to our overall tax expense but impacted the timing of cash taxes paid and the allocation of tax expense between current and deferred.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

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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 .

(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 approximately 33 months and performance goals that must be achieved in order to be earned and vest.

PSUs vest approximately three years from the grant date and performance goals that must be achieved in order to be earned and vest.

The number of shares earned range from 0 % to 200 % of the target award depending on the extent to which we achieve certain performance metrics.

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

The fair value of RSUs and PSUs are generally determined based on the market price of our Common Stock on the date of grant.

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 activity for the year ended June 25, 2026:

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

At June 25, 2026 there were 23,484 RSUs outstanding that were vested but deferred.

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

The non-vested RSUs and PSUs at June 25, 2026 will vest over a weighted-average period of 1.5 years.

The following is a summary of P SU activity for the year ended June 25, 2026:

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(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.

Based on current expectations and performance against these metrics, we ex pect 19,875 PSUs to be earned and thus vest at the end of the applicable vesting periods, all of which relate to the fiscal 2026 grant.

The final number of shares that will eventually be earned and vest (if any) has not yet been determined as of June 25, 2026 .

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

At June 27, 2024 there were 25,800 RSUs outstanding that were vested but deferred.

The non-vested RSUs and PSUs at June 26, 2025 will vest over a weighted-average period of 1.3 years.

The fair value of RSUs that vested for the years ended June 26, 2025, June 27, 2024 and June 29, 2023 was $ 3,303 , $ 3,838 and $ 2,978 , respectively.

The following table summarizes compensation cost charged to earnings for all equity compensation plans and the total income tax benefit recognized for the last three fiscal years:

The following table summarizes compensation cost charged to earnings for all equity compensation plans, the total income tax benefit recognized, and the fair value of RSUs and PSUs granted and vested for the last three fiscal years:

Compensation cost charged to earnings

Income tax benefit recognized

Fair value of awards granted

Fair value of awards vested

At June 25, 2026, there was $ 5,396 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under our stock-based compensation plans.

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Declaration Date

March 30, 2026

April 27, 2026

October 29, 2025

December 1, 2025

December 30, 2025

July 15, 2025

1 unchanged sentence

September 11, 2025

June 20, 2024

July 17, 2024

1 unchanged sentence

September 11, 2024

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

(a) The dividends declared on July 17, 2024 and July 15, 2025 include both the annual and special dividend.

On July 15, 2026 , our Board of Directors declared a special cash dividend of $ 1.05 per share and a regular annual cash dividend of $ 0.95 per share on all issued and outstanding shares of Common Stock and Class A Stock of the Company.

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We maintain a contributory plan established pursuant to the provisions of section 401(k) of the Internal Revenue Code.

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

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.

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

For fiscal 2026, we matched 50 % of the first six percent con tributed by each employee, up to certain maximums specified in the plan.

Fo r fiscal 2025 and fiscal 2024, 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:

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The cash surrender value of the life insurance contracts was $ 3,066 and $ 2,599 at June 25, 2026 and June 26, 2025, respectively, and are included in Other long term assets in the accompanying Consolidated Balance Sheets.

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

The balances due to participants in the Plan were $ 2,829 and $ 2,769 as of June 25, 2026 and June 26, 2025, respectively, and are included in the caption “Other” within Long term

liabilities in the accompanying Consolidated Balance Sheets.

Matching contribution expense was $ 0 and $ 53 for the years ended June 25, 2026 and June 26, 2025, 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 loss (gain)

Actuarial (gain) loss

Benefits paid

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The accumulated benefit obligation, which represents benefits earned up to the measurement date, was $ 28,162 and $ 27,583 at June 25, 2026 and June 26, 2025, respectively.

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

Actuarial Loss (Gain)

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

Actuarial (Gain) Loss

Change in assumed pay increases

Change in discount rate

Change in mortality assumptions

Actuarial loss (gain)

Actuarial (gain) loss

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

Interest cost

Recognized loss amortization

Net periodic pension cost

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Net amount unrecognized

NOTE 16 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The table below sets forth the changes to accumulated other comprehensive income (loss) for the last two fiscal years.

NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME

The table below sets forth the changes to accumulated other comprehensive income for the last two fiscal years.

These changes are all related to our defined benefit pension plan.

Changes to Accumulated Other Comprehensive Income (Loss) (a)

Changes to Accumulated Other Comprehensive Income (a)

Balance at beginning of period

Other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive loss

Net current-period other comprehensive income

Net current-period other comprehensive income (loss)

Balance at end of period

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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.

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 2 — “Revenue Recognition” and Note 17 — “Product Type Sales Mix”, respectively.

10 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data