What changed in this filing

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Item 1. Legal Proceedings

2026-10-01 compared with 2026-06-25 · 19 added, 21 removed, 79 unchanged (34% of the section changed)

4 unchanged sentences

Risks Related to Our Company, Business and Operations

The conflict between the United States, Israel, and Iran and related geopolitical instability may adversely affect our business.

On February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the Middle East.

The military conflict in Iran has resulted in instability around the Middle East region, particularly a disruption in shipment of global oil and gas flows, with cascading effects on energy prices and global economic conditions.

Despite current de-escalation and settlement negotiations, tensions in the region remain high.

The conflict in the Middle East and related geopolitical instability may adversely affect our business.

The ongoing military conflict in Iran has resulted in instability around the Middle East region, particularly a disruption in shipment of global oil and gas flows, with cascading effects on energy prices and global economic conditions.

Although we do not have material operations in the region, the conflict and any further escalation, including heightened military activity, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, has and could continue to lead to significant disruption of global energy supplies and increases in global energy prices, heighten inflationary pressures on our input costs and supply chain (including freight costs), adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, financial markets and overall macroeconomic conditions, and adversely impact customer spending patterns in markets in which we operate.

While we expect the impacts of the conflict to continue to have an effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

Risks Relating to the Proposed Transaction

Risks Related to the Proposed Transaction

We may fail to complete the proposed transaction or may not complete it on the terms described herein or in our other filings with the SEC.

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As a result, the possible timing and likelihood of completion are uncertain and, accordingly, there can be no assurance that the proposed transaction will be completed on the anticipated schedule, if at all.

Any delay in completing the proposed transaction could cause us not to realize some or all of the anticipated benefits when expected, if at all.

Any delay in completing the proposed transaction could cause us not to realize some or all of the anticipated benefits.

If the proposed transaction is not completed, we could be subject to a number of risks that may adversely affect our business and operating results, including, among other things:

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• our incurrence of significant transaction costs that we would be unable to recoup;

• under certain specified circumstances we could be required to pay Unilever a termination fee, as more fully described in the Merger Agreement;

• under certain specified circumstances we could be required to pay Unilever a termination fee or reimburse Unilever for certain transaction expenses, as more fully described in the Merger Agreement;

• we may be subject to litigation related to any failure to complete the proposed transaction or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement;

• negative publicity and other negative impacts on our relationships with customers, suppliers, and employees resulting from failure to complete the proposed transaction.

In addition, the terms of the definitive agreements governing the proposed transaction, including, but not limited to, a stockholders’ agreement, a transition services agreement, a tax matters agreement and certain intellectual property and asset purchase agreements, to be entered into by us at closing, have not been finalized and remain subject to negotiation.

In addition, the terms of the definitive agreements governing the proposed transaction, including, but not limited to, a stockholders’ agreement, a transition services agreement, a tax matters agreement and certain intellectual property and asset purchase agreements, to be entered into by us and Unilever and its affiliates at closing, have not been finalized and remain subject to negotiation.

The final terms of such agreements may differ materially from those described herein and in our other filings with the SEC.

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In addition, the governmental authorities from which these approvals are required may impose conditions on the completion of the proposed transaction or require changes to the terms of the proposed transaction or agreements to be entered into in connection with the proposed transaction, including the divestiture of certain businesses or assets.

Such conditions or changes and the process of obtaining these approvals could have the effect of delaying or impeding completion of the proposed transaction or of imposing additional costs or limitations on us following completion of the proposed transaction, and could jeopardize or delay completion of the proposed transaction or reduce the anticipated benefits of the proposed transaction, any of which might have an adverse effect on our business, operating results and financial condition.

Such conditions or changes and the process of obtaining these approvals could have the effect of delaying or impeding the completion of the proposed transaction or of imposing additional costs or limitations on us following the completion of the proposed transaction, and could jeopardize or delay the completion of the proposed transaction or reduce the anticipated benefits of the proposed transaction, any of which might have an adverse effect on our business, operating results and financial condition.

The pendency of the proposed transaction may adversely affect our business and operations.

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Such uncertainty may impair our ability to retain and motivate key personnel, and our current and prospective customers and suppliers may defer decisions concerning us, or seek to change or terminate existing relationships with us.

In addition, the Merger Agreement restricts us from taking certain actions outside the ordinary course of business prior to closing, including, among other things, certain acquisitions, certain amendments to material contracts, and non-ordinary course changes to compensation arrangements, in each case without the consent of Unilever.

These restrictions may prevent us from pursuing business opportunities or taking actions with respect to our business that we would otherwise consider advisable, and may adversely affect our ability to attract and retain key employees prior to the closing of the proposed transaction.

In addition, the Merger Agreement restricts us from taking certain actions outside of the ordinary course of business prior to closing, including, among other things, certain acquisitions, certain amendments to material contracts, and non-ordinary course changes to compensation arrangements, in each case without the consent of Unilever.

These restrictions and others more fully described in the Merger Agreement may prevent us from pursuing business opportunities or taking actions with respect to our business that we would otherwise consider advisable, and may adversely affect our ability to execute our business strategies and attain our financial and other goals.

Any of these factors could adversely affect our business, operating results and financial condition.

Failure to realize the benefits expected from the proposed transaction could adversely affect our business, operating results and financial condition.

The anticipated benefits we expect from the proposed transaction are based on projections and assumptions about our combined business with Unilever Foods, which may not materialize as expected or which may prove to be inaccurate.

Failure to realize the anticipated benefits from the proposed transaction within the expected timeline could adversely affect our business, operating results and financial condition.

The anticipated benefits from the proposed transaction are based on projections and assumptions about our combined business with Unilever Foods, which may not materialize as expected or which may prove to be inaccurate.

We may encounter risks, costs and expenses associated with any undisclosed or other unanticipated liabilities and use more cash and other financial resources on integration and implementation activities than we expect, including as a result of any adjustments to the terms of the proposed transaction and any changes to the configuration of the businesses included in the separation.

Additional integration costs may dilute the earnings per share of the combined company, and our business, revenue, expenses, operating results, financial condition and stock price could be materially adversely affected.

Our business, operating results and financial condition could be adversely affected if we are unable to realize the anticipated benefits from the proposed transaction on a timely basis, if at all, including, among other things, realizing the anticipated synergies from the proposed transaction in the anticipated amounts or within the anticipated timeframes or cost expectations, if at all.

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• integrating financial forecasting and controls, procedures and reporting cycles;

• consolidating and integrating corporate, IT, finance and administrative infrastructures, including addressing the possibility of incompatibility between the two companies’ information technology systems;

• coordinating sales and marketing efforts to effectively position the combined company’s capabilities and the direction of product development;

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• harmonizing standards, controls, procedures, accounting policies, compensation structures and corporate cultures across the combined organization;

• resolving complexities associated with managing a larger, more complex, integrated business, including aligning and executing the strategy of the combined company and managing an additional international headquarters;

• aligning regulatory, quality, safety and sustainability practices across the combined organization, including with respect to Unilever Foods’ international operations;

• addressing contingent and unknown liabilities of Unilever Foods, including those that may not have been identified during due diligence.

If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business, then we may not achieve the anticipated benefits of the proposed transaction on our anticipated timeframe, if at all, and additional integration costs may dilute the earnings per share of the combined company, and our business, revenue, expenses, operating results, financial condition and stock price could be materially adversely affected.

The successful completion of the proposed transaction and the integration of the Unilever Foods business will require significant management attention both before and after the completion of the proposed transaction, and may divert the attention of management from our normal business operations.

• the significant demands placed on management both before and after the completion of the proposed transaction, which may divert the attention of management from our normal business operations.

As a result of the proposed transaction, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition.

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We and Unilever Foods operate in a highly competitive food industry and competition in our combined product categories is based on price, product innovation, product quality, brand recognition and loyalty, effectiveness of marketing and promotional activity, and the ability to identify and satisfy consumer preferences.

Weak economic conditions, recessions, significant inflation and other factors could further intensify these competitive pressures, and may result in decreased sales volumes, price reductions and/or increased operating costs, and could result in lower revenues, margins and net income for the combined company.

Weak economic conditions, recessions, significant inflation and other factors could further intensify these competitive pressures, and may result in decreased sales volumes, price reductions and/or increased operating costs, as well as lower revenues, margins and net income for the combined company.

These impacts could also result in our failure to realize expected synergies or cost savings as a result of the proposed transaction.

The proposed transaction could increase the competition we face in certain categories and regions.

By expanding the range of products and markets in which we operate, the proposed transaction could increase the competition we face in certain categories and regions.

In addition, the completion of the proposed transaction may heighten the potential adverse effects on our business, operating results or financial condition described elsewhere in the Risk Factors in this Quarterly Report.

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• limiting our ability to pursue other strategic opportunities or acquisitions that might otherwise be beneficial to us and our shareholders.

Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness following the proposed transaction will depend on, among other factors, our financial position and performance as well as prevailing market conditions and other factors beyond our control.

Our ability to make required payments of principal and interest on our indebtedness levels will depend on, among other factors, our financial position and performance as well as prevailing market conditions and other factors beyond our control.

Our combined business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures and meet other liquidity needs.

13 unchanged sentences

Investors holding our shares prior to the completion of proposed transaction will, in the aggregate, have a significantly reduced ownership and voting interest in the combined company after the proposed transaction and will exercise less influence over management.

As a result of the proposed transaction, and subject to Unilever not electing to dispose of its interest in the combined company under the Merger Agreement, our existing shareholders are expected to own approximately 35.0% of the combined company, with current Unilever shareholders expected to own approximately 55.1% and Unilever retaining up to approximately 9.9%, subject to a one-year lock-up period.

This significant dilution in ownership will reduce the ability of holders of our voting securities to influence our management and policies after closing of the proposed transaction, and could have an adverse effect on the trading price of our securities.

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

What changed 10-Q

Item 1. Legal Proceedings