What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-08-21 compared with 2024-08-22 · 261 added, 236 removed, 787 unchanged (39% of the section changed)

1 unchanged sentence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Lancaster Colony Corporation

To the shareholders and the Board of Directors of The Marzetti Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lancaster Colony Corporation and subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of The Marzetti Company (formerly Lancaster Colony Corporation) and subsidiaries (the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024 and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

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The communication of critical audit matters does not alter in any way our opinion on the 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 Long-Lived Assets and Other Intangible Assets - Angelic Bakehouse and Flatout Product Lines - Refer to Notes 1 and 5 in the Financial Statements

Trade-Related Allowances - Refer to Note 1 in the Financial Statements

Critical Audit Matter Description

The Company monitors the recoverability of the carrying value of its long-lived and other intangible assets by periodically considering whether indicators of impairment are present.

Indicators of impairment may include, but are not limited to, factors such as adverse changes in the macroeconomic environment, adverse changes in the extent or manner an asset or group of assets are used by management, unfavorable events impacting current and projected operating results and cash flows, or decisions to explore strategic alternatives or exit individual businesses before the end of their expected useful life.

If such indicators are present, the Company determines if the assets are recoverable by comparing the sum of the undiscounted future cash flows to the assets’ carrying amounts.

If the carrying amounts are greater, then the assets are not recoverable.

Given the subjectivity in determining qualitative and quantitative impairment indicators for an asset group, management exercises significant judgment in the identification of whether impairment indicators are present.

Accordingly, auditing management's determination of whether impairment indicators exist for an asset group was challenging due to the judgment applied in both the identification of such factors, and the evaluation of whether the factors have an impact on the recovery of the carrying value of the asset group.

The Company offers various trade-related allowances to their customers, which consist of sales discounts, trade promotions and certain other sales incentives.

These are treated as a reduction to accounts receivable and revenue, generally when the related revenue is recognized.

Depending on the specific type of trade-related allowance, the Company uses either the expected value or most likely amount method to determine the reduction to accounts receivable and revenue.

The Company evaluates the adequacy of these allowances considering several factors including historical experience, specific trade programs and existing customer relationships.

We identified the trade-related allowances as a critical audit matter because of the complexity and volume of the Company's activities related to trade-related allowances.

This required significant audit effort due to the various types of promotional trade programs and information systems utilized to track and record the promotional activities.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s identification of potential indicators of impairment of its long-lived and other intangible assets included the following, among others:

• We evaluated the design and tested the operating effectiveness of controls over management’s evaluation of impairment indicators.

• We evaluated the reasonableness of management’s assessment of impairment indicators by:

◦ Evaluating management’s process for identifying qualitative and quantitative impairment indicators by asset group and whether management appropriately considered such indicators.

◦ Conducting a completeness assessment to determine whether additional impairment indicators were present during the period that were not identified by management.

Our audit procedures related to trade-related allowances included the following, among others:

• We evaluated the design and tested the operating effectiveness of relevant controls over the trade-related allowances, including automated controls within relevant systems.

• We tested the customer promotional trade programs and related deduction data underlying the trade-related allowances to validate the nature, timing, and amounts accrued as of June 30, 2025.

• We tested the completeness of the trade-related allowances by performing a retrospective review of selected customer deductions taken after June 30, 2025 and comparing to the Company’s trade-related allowances recorded.

• We analyzed the trade-related allowances journal entry data to confirm our understanding of the expected relationships with revenues and accounts receivable.

/s/ Deloitte & Touche LLP

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We have served as the Company’s auditor since 1961.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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Goodwill 222,772 208,371

Other intangible assets-net — 4,840

Operating lease right-of-use assets 52,227 55,128

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Common stock-authorized 75,000,000 shares;

outstanding-2024- 27,527,090 shares;

2023- 27,527,550 shares

outstanding-June 30, 2025- 27,533,599 shares;

June 30, 2024- 27,527,090 shares

160,886 153,616

Retained earnings 1,628,487 1,564,642

Accumulated other comprehensive loss ( 8,640 ) ( 9,365 )

Accumulated other comprehensive income (loss) 961 ( 8,640 )

Common stock in treasury, at cost ( 791,839 ) ( 783,846 )

2 unchanged sentences

See accompanying notes to consolidated financial statements.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

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Selling, General and Administrative Expenses 230,227 218,065 222,091

Change in Contingent Consideration — — ( 3,470 )

Restructuring and Impairment Charges 5,102 14,874 24,969

Operating Income 220,317 199,363 141,508

Pension Settlement Charge ( 13,968 ) — —

Other, Net 7,114 6,152 1,789

9 unchanged sentences

See accompanying notes to consolidated financial statements.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

2 unchanged sentences

Net Income $ 167,347 $ 158,613 $ 111,286

Other Comprehensive Income (Loss):

Other Comprehensive Income:

Defined Benefit Pension and Postretirement Benefit Plans:

Net gain (loss) arising during the period, before tax 554 1,859 ( 4,029 )

Net (loss) gain arising during the period, before tax ( 1,493 ) 554 1,859

Pension settlement charge, before tax 13,968 — —

Amortization of loss, before tax 235 573 679

Amortization of prior service credit, before tax ( 181 ) ( 181 ) ( 181 )

Total Other Comprehensive Income (Loss), Before Tax 946 2,357 ( 3,809 )

Tax Attributes of Items in Other Comprehensive Income (Loss):

Net gain (loss) arising during the period, tax ( 130 ) ( 434 ) 942

Total Other Comprehensive Income, Before Tax 12,529 946 2,357

Tax Attributes of Items in Other Comprehensive Income:

Net (loss) gain arising during the period, tax 349 ( 130 ) ( 434 )

Pension settlement charge, tax ( 3,264 ) — —

Amortization of loss, tax ( 55 ) ( 133 ) ( 158 )

Amortization of prior service credit, tax 42 42 42

Total Tax (Expense) Benefit ( 221 ) ( 550 ) 890

Other Comprehensive Income (Loss), Net of Tax 725 1,807 ( 2,919 )

Total Tax Expense ( 2,928 ) ( 221 ) ( 550 )

Other Comprehensive Income, Net of Tax 9,601 725 1,807

Comprehensive Income $ 176,948 $ 159,338 $ 113,093

See accompanying notes to consolidated financial statements.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Depreciation and amortization 62,168 55,896 51,210

Change in contingent consideration — — ( 3,470 )

Deferred income taxes and other changes 495 ( 6,546 ) 9,453

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Payments for property additions ( 58,000 ) ( 67,576 ) ( 90,181 )

Cash paid for acquisition ( 78,819 ) — —

Proceeds from sale of property — 6,969 1,212

11 unchanged sentences

See accompanying notes to consolidated financial statements.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

4 unchanged sentences

Comprehensive

Loss Treasury

(Loss) Income Treasury

Shareholders’

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Net income 111,286 111,286

Net pension and postretirement benefit losses, net of $( 890 ) tax effect

( 2,919 ) ( 2,919 )

Net pension and postretirement benefit gains, net of $ 550 tax effect

Cash dividends - common stock ($ 3.35 per share)

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Net income 167,347 167,347

Net pension and postretirement benefit gains, net of $ 221 tax effect

Pension settlement charge, net of $ 3,264 tax effect

10,704 10,704

Other net pension and postretirement benefit losses, net of $( 336 ) tax effect

( 1,103 ) ( 1,103 )

Cash dividends - common stock ($ 3.75 per share)

5 unchanged sentences

See accompanying notes to consolidated financial statements.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Lancaster Colony Corporation and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant,” or the “Company.” Intercompany transactions and accounts have been eliminated in consolidation.

The accompanying consolidated financial statements include the accounts of The Marzetti Company and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant,” or the “Company.” Intercompany transactions and accounts have been eliminated in consolidation.

Our fiscal year begins on July 1 and ends on June 30.

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for example, 2025 refers to fiscal 2025, which is the period from July 1, 2024 to June 30, 2025.

Subsequent Event

On July 8, 2025, we entered into a new lease agreement with an initial term of 15 years for warehousing space in Columbus, Ohio with fixed cash payments totaling approximately $ 159 million.

A right-of-use asset and lease liability will be recorded based on the present value of the lease payments when the lease commences in fiscal 2027.

Use of Estimates

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Impairment charges for property, plant and equipment and intangible assets resulted from nonrecurring fair value measurements.

See further discussion in Note 1 and Note 5.

See further discussion in Note 1.

Cash and Equivalents

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These allowances can fluctuate based on the level of sales and promotional programs as well as the timing of deductions.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

We also provide an allowance for doubtful accounts based on our estimate of expected credit losses, which considers the aging of accounts receivable balances, historical write-off experience and on-going reviews of our trade receivables.

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Our allowance for doubtful accounts was immaterial for all periods presented.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and equivalents and trade accounts receivable.

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Our concentration of credit risk with respect to trade accounts receivable is mitigated by our credit evaluation process and our broad Retail and Foodservice customer base.

However, see Note 8 with respect to our accounts receivable with Walmart Inc.

and McLane Company, Inc., a wholesale distribution subsidiary of Berkshire Hathaway, Inc.

However, our accounts receivable balance attributable to Walmart Inc.

(“Walmart”) as a percentage of consolidated accounts receivable was 32 % at June 30, 2025.

No other customer accounted for more than 10% of our consolidated accounts receivable at June 30, 2025.

Inventories are valued at the lower of cost or net realizable value and are costed by various methods that approximate actual cost on a first-in, first-out basis.

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Depreciation expense $ 59,078 $ 53,029 $ 46,405

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

In 2025, we recorded an impairment charge of $ 1.9 million for certain property, plant and equipment related to our sauce and dressing manufacturing facility located in Milpitas, California.

This charge resulted from our plan to close this facility, which triggered impairment testing, and represents the excess of the carrying value over the fair value.

The fair value was based on estimated selling prices for the real estate and manufacturing equipment, which represents a Level 3 measurement within the fair value hierarchy.

The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature.

In 2024, we recorded an impairment charge of $ 9.0 million for certain property, plant and equipment related to Angelic Bakehouse (“Angelic”) and Flatout.

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The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

In 2022, we recorded an impairment charge of $ 7.6 million for certain property, plant and equipment related to the Bantam Bagels, LLC (“Bantam”) business.

This charge resulted from our decision to explore strategic alternatives and ultimately exit this business and represented the excess of the carrying value over the fair value.

The fair value was based on agreed-upon selling prices for these assets, which represented a Level 2 measurement within the fair value hierarchy.

The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature.

Deferred Software Costs

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It is evaluated annually at April 30, or when events or circumstances indicate potential recoverability concerns, by applying impairment testing procedures.

Other intangible assets were amortized on a straight-line basis over their estimated useful lives to Selling, General and Administrative Expenses.

See further discussion regarding goodwill in Note 6.

Other intangible assets, which had a zero balance at June 30, 2025 and 2024, were amortized on a straight-line basis over their estimated useful lives to Selling, General and Administrative Expenses.

Amortization expense for our other intangible assets was $ 0.4 million and $ 2.5 million in 2024 and 2023, respectively.

We monitored the recoverability of the carrying value of our other intangible assets similar to our long-lived assets discussed above.

Carrying amounts were adjusted appropriately when determined to have been impaired.

See further discussion regarding goodwill and other intangible assets in Note 5.

In 2024, we recorded an impairment charge of $ 4.5 million to write off the net carrying value of the intangible assets related to Angelic and Flatout based on our decision to exit our perimeter-of-the-store bakery product lines.

The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature.

In 2023, we recorded impairment charges of $ 25.0 million related to Flatout’s intangible assets due to our lowered expectations for the projected sales and profitability of the Flatout product lines.

The tradename, customer relationships and technology / know-how intangible assets were written down to their fair values.

These impairment charges were reflected in Restructuring and Impairment Charges and were recorded in our Retail segment.

The impairment charges discussed above represent the excess of the carrying value over the fair value of estimated discounted cash flows specific to the remaining useful lives of the related intangible assets.

As the fair value measurements were based on significant inputs not observable in the market, they represented Level 3 measurements within the fair value hierarchy.

We record right-of-use assets and lease liabilities based on the present value of the lease payments for operating leases and finance leases with an initial term in excess of 12 months.

We made an accounting policy election to exclude short-term leases from our Consolidated Balance Sheets.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

In evaluating our contracts to determine whether a contract is or contains a lease, we consider the following:

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We provide accruals for unbilled shipments from carriers utilizing historical or projected freight rates and other relevant information.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Accruals for Self-Insurance

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this includes distribution costs incurred after control over a product has transferred to a customer, as we have chosen to use the available practical expedient to account for these costs within our cost of sales.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Variable Consideration

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This return estimate is reviewed and updated each period and is based on historical sales and return experience.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Contract Balances

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We are subject to income taxes in numerous domestic jurisdictions.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Our annual effective tax rate is determined based on our income, statutory tax rates and the permanent tax impacts of items treated differently for tax purposes than for financial reporting purposes.

11 unchanged sentences

See further discussion in Note 8.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Earnings Per Share

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Net income per common share - diluted $ 6.07 $ 5.76 $ 4.04

(1) Excludes the impact of 0.1 million and 0.3 million weighted average stock-settled stock appreciation rights outstanding in 2023 and 2022, respectively, because their effect was antidilutive.

Comprehensive Income and Accumulated Other Comprehensive Loss

(1) Excludes the impact of 0.1 million weighted average stock-settled stock appreciation rights outstanding in 2023 because their effect was antidilutive.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive income includes changes in equity that result from transactions and economic events from non-owner sources.

1 unchanged sentence

Included in other comprehensive income (loss) are pension and postretirement benefits adjustments.

The following table presents the amounts reclassified out of accumulated other comprehensive loss by component:

The following table presents the amounts reclassified out of accumulated other comprehensive income (loss) by component:

Accumulated other comprehensive loss at beginning of year $ ( 8,640 ) $ ( 9,365 )

Defined Benefit Pension Plan Items:

Net gain arising during the period 500 1,527

Net (loss) gain arising during the period ( 1,549 ) 500

Settlement charge (1)

Amortization of unrecognized net loss (1)

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Other comprehensive income, net of tax 9,601 725

Accumulated other comprehensive loss at end of year $ ( 8,640 ) $ ( 9,365 )

Accumulated other comprehensive income (loss) at end of year $ 961 $ ( 8,640 )

(1) Included in the computation of net periodic benefit income/cost.

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(2) Additional disclosures for postretirement benefits are not included as they are not considered material.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Recent Accounting Standards

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

This guidance will be effective for our annual disclosures in fiscal 2025 and for our interim-period disclosures in fiscal 2026.

As the guidance only relates to disclosures, there will be no impact on our financial position or results of operations.

We adopted this guidance for our annual disclosures in fiscal 2025, and this guidance will be effective for our interim-period disclosures in fiscal 2026.

As the guidance only relates to disclosures, there was no impact on our financial position or results of operations.

See segment disclosures in Note 9.

In December 2023, the FASB issued new accounting guidance related to the disclosure requirements for income taxes.

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As the guidance only relates to disclosures, there will be no impact on our financial position or results of operations.

In November 2024, the FASB issued new accounting guidance requiring disclosure of disaggregated income statement expenses.

For each relevant expense caption presented on the face of the income statement, the following expense components must be presented in a tabular format within the notes to the financial statements at each interim and annual reporting period:

purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion expense.

Certain amounts already required to be disclosed under current GAAP requirements must also be presented in the same disclosure as the new disaggregation requirements.

The new guidance also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Additionally, the total amount of selling expenses must be disclosed, and, in annual reporting periods, our definition of selling expenses must also be provided.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

This guidance will be effective for our annual disclosures in fiscal 2028 and for our interim-period disclosures in fiscal 2029.

As the guidance only relates to disclosures, there will be no impact on our financial position or results of operations.

Note 2 – Acquisition

On February 18, 2025, we completed the acquisition of a sauce and dressing production facility and related real estate in the Atlanta, Georgia area (“Atlanta plant”) along with certain equipment and assets contained in the facility from Winland Foods, Inc.

This facility will benefit our core sauce and dressing operations through improved operational efficiency, incremental capacity, and closer proximity to certain core customers while enhancing our manufacturing network from a business continuity standpoint.

The purchase price of $ 78.8 million, which included inventory adjustments and is subject to future post-closing adjustments, was funded with cash on hand.

The results of operations for this facility have been included in our condensed consolidated financial statements from the date of acquisition.

This acquisition is not significant to our financial position or results of operations.

The following table summarizes the preliminary purchase price allocation based on the fair value of the net assets acquired.

Preliminary Purchase Price Allocation

Inventories $ 4,065

Property, plant and equipment 60,073

Goodwill (tax deductible) 14,401

Other noncurrent assets 301

Current liabilities ( 21 )

Net assets acquired $ 78,819

Further adjustments may occur to the allocation above as certain aspects of the transaction, most notably final inventory adjustments, are finalized during the measurement period.

The goodwill recognized above arose because the purchase price for the Atlanta plant reflected a number of factors, including the production capabilities of the facility and the potential to expand production in the future.

Goodwill also resulted from the workforce acquired.

As this facility is expected to primarily produce products for our Foodservice segment, all goodwill from this acquisition was recorded to the Foodservice segment.

We did not identify any intangible assets apart from goodwill.

Pro forma results of operations have not been presented herein as the acquisition was not material to our results of operations.

Note 3 – Long-Term Debt

At June 30, 2023, we had an unsecured credit facility under which we could borrow, on a revolving credit basis, up to a maximum of $ 150 million at any one time, with potential to expand the total credit availability to $ 225 million based on consent of the issuing banks and certain other conditions.

On March 6, 2024, in the ordinary course of business, we entered into a new unsecured revolving credit facility (“New Credit Facility”), replacing the facility discussed above which was to expire in March 2025.

The material terms and covenants of the New Credit Facility are substantially similar to our previous credit facility.

The New Credit Facility provides that we may borrow, on a revolving credit basis, up to a maximum of $ 150 million at any one time, with potential to expand the total credit availability to $ 225 million based on consent of the issuing banks and certain other conditions.

The New Credit Facility expires on March 6, 2029 , and all outstanding amounts are then due and payable.

Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the New Credit Facility.

At June 30, 2025 and 2024, we had an unsecured credit facility (“Facility”) under which we could borrow, on a revolving credit basis, up to a maximum of $ 150 million at any one time, with potential to expand the total credit availability to $ 225 million based on consent of the issuing banks and certain other conditions.

The Facility expires on March 6, 2029 , and all outstanding amounts are then due and payable.

Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility.

We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio.

Loans may be used for general corporate purposes.

Due to the nature of its terms, when we have outstanding borrowings under the New Credit Facility, they will be classified as long-term debt.

The New Credit Facility contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions.

Due to the nature of its terms, when we have outstanding borrowings under the Facility, they will be classified as long-term debt.

The Facility contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions.

There are two principal financial covenants:

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The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated EBITDA.

All financial terms used in the covenant calculations are defined more specifically in the New Credit Facility.

At June 30, 2024 and 2023, we had no borrowings outstanding under these facilities.

At June 30, 2024 and 2023, we had $ 2.2 million and $ 2.8 million, respectively, of standby letters of credit outstanding, which reduced the amount available for borrowing under these facilities.

All financial terms used in the covenant calculations are defined more specifically in the Facility.

At June 30, 2025 and 2024, we had no borrowings outstanding under the Facility.

At June 30, 2025 and 2024, we had $ 2.6 million and $ 2.2 million, respectively, of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility.

We paid no interest in 2025 and 2024.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Note 4 – Leases

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The remaining lease terms for these operating leases range from 1 year to 9 years.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment.

24 unchanged sentences

Total finance lease liabilities $ 1,578 $ 2,775

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Supplemental cash flow information related to leases in each of the years ended June 30 is as follows:

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Supplemental noncash information on finance lease liabilities arising from obtaining right-of-use assets $ 854 $ 534 $ —

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

As of June 30, 2025, the maturities of lease liabilities were as follows:

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Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition is not expected to have a material effect on our consolidated financial statements.

22 % of our employees are represented under various collective bargaining contracts.

The labor contract for one of our Columbus, Ohio plant facilities, which produces various dressing products, will expire on March 9, 2025.

18 % of our employees are represented under various ongoing collective bargaining contracts.

The labor contract for our Vineland, New Jersey plant facility, which produces frozen bread products, will expire on December 31, 2025.

5 % of our employees are represented under this collective bargaining contract.

There is also a labor contract for our Milpitas, California plant facility, which is expected to close in the quarter ending September 30, 2025.

None of our other collective bargaining contracts will expire within one year.

Note 5 – Goodwill and Other Intangible Assets

Goodwill attributable to the Retail and Foodservice segments was $ 157.4 million and $ 51.0 million, respectively, at June 30, 2024 and 2023.

The following table summarizes our identifiable other intangible assets at June 30:

Tradenames ( 20 to 30 -year life)

Gross carrying value $ — $ 4,100

Accumulated amortization — ( 181 )

Net carrying value $ — $ 3,919

Customer Relationships ( 10 -year life)

Gross carrying value $ — $ 287

Accumulated amortization — ( 190 )

Net carrying value $ — $ 97

Technology / Know-how ( 10 -year life)

Gross carrying value $ — $ 2,450

Accumulated amortization — ( 1,626 )

Net carrying value $ — $ 824

Total net carrying value $ — $ 4,840

The impairment charge was reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments due to its unusual nature.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

Note 6 – Goodwill

Goodwill attributable to the Retail and Foodservice segments was $ 157.4 million and $ 65.4 million, respectively, at June 30, 2025 compared to $ 157.4 million and $ 51.0 million, respectively, at June 30, 2024.

The increase in goodwill is the result of the Atlanta plant acquisition in February 2025.

See further discussion in Note 2.

The following table is a rollforward of goodwill by reportable segment from June 30, 2024 to June 30, 2025:

Retail Foodservice Total

Goodwill at beginning of year $ 157,396 $ 50,975 $ 208,371

Goodwill acquired during the year — 14,401 14,401

Goodwill at end of year $ 157,396 $ 65,376 $ 222,772

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The tradename, customer relationships and technology / know-how intangible assets were written down to their fair values.

These impairment charges were reflected in Restructuring and Impairment Charges and were recorded in our Retail segment.

In 2022, we recorded impairment charges of $ 13.2 million to write off the net carrying value of Bantam’s tradename, customer relationships and technology / know-how intangible assets.

These impairment charges were reflected in Restructuring and Impairment Charges.

We recorded $ 0.9 million in our Retail segment related to lower projected cash flows for Bantam’s Retail business.

The remaining $ 12.3 million , which resulted from our decision to explore strategic alternatives for this business, was not allocated to our two reportable segments due to its unusual nature.

In 2022, we also recorded an impairment charge of $ 8.8 million related to Angelic’s tradename intangible asset, which reflected the impact of lower projected sales for Angelic’s branded Retail business.

This impairment charge was reflected in Restructuring and Impairment Charges and was recorded in our Retail segment.

As the fair value measurements were based on significant inputs not observable in the market, they represented Level 3 measurements within the fair value hierarchy.

Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows in each of the years ended June 30:

2024 2023 2022

Amortization expense $ 352 $ 2,514 $ 4,437

Note 7 – Liabilities

9 unchanged sentences

Other noncurrent liabilities at June 30 were composed of:

Workers compensation $ 6,681 $ 7,165

Deferred compensation and accrued interest $ 4,607 $ 4,501

Gross tax contingency reserve 802 858

Workers compensation 4,330 6,681

Finance leases 1,115 782

Gross tax contingency reserve 747 802

Postretirement benefit liability 554 576

2 unchanged sentences

Total other noncurrent liabilities $ 13,100 $ 15,357

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Note 8 – Income Taxes

16 unchanged sentences

Effective rate 21.6 % 22.8 % 22.3 %

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Our net deferred tax liability for all periods presented has been classified as noncurrent.

1 unchanged sentence

Deferred tax assets:

Operating lease liabilities $ 12,245 $ 5,613

Section 174 research and development capitalization $ 15,172 $ 11,910

Operating lease liabilities 11,820 12,245

Employee medical and other benefits 8,352 8,431

11 unchanged sentences

Prepaid federal income taxes of $ 0.1 million and $ 0.8 million were included in Other Current Assets at June 30, 2025 and 2024, respectively.

Accrued state and local income taxes of $ 0.3 million were included in Accrued Liabilities at June 30, 2024.

Prepaid state and local income taxes of $ 0.6 million were included in Other Current Assets at June 30, 2025.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Accrued state and local income taxes of $ 0.3 million were included in Accrued Liabilities at June 30, 2024.

Net cash payments for income taxes for each of the years ended June 30 were as follows:

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however, we do not expect the change to have a significant effect on our financial position or results of operations.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

We recognize interest and penalties related to these tax liabilities in income tax expense.

11 unchanged sentences

Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied.

We evaluate our segments based on net sales and operating income.

Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States.

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We also manufacture and sell various branded Foodservice products to distributors.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

Finally, within this segment, for a period of up to twelve months commencing in March 2025, we are manufacturing and selling certain salad dressing and sauce products under a temporary supply agreement (“TSA”) resulting from the Atlanta plant acquisition.

Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer.

Our CODM evaluates segment performance based on net sales and operating income.

On a monthly basis, our CODM reviews results in comparison to the annual operating plan (“AOP”), the latest forecast and prior-year results.

Resource allocation decisions are primarily made through the forecasting process, including development of the AOP.

As many of our products are similar between our two segments, our procurement, manufacturing, warehousing and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity.

Consequently, we do not prepare, and our CODM does not review, separate balance sheets or property additions for the reportable segments.

As such, our external reporting does not include the presentation of identifiable assets or depreciation and amortization separately by reportable segment.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Consequently, we do not prepare, and our Chief Operating Decision Maker does not review, separate balance sheets for the reportable segments.

As such, our external reporting does not include the presentation of identifiable assets, payments for property additions or depreciation and amortization by reportable segment.

The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice segments in each of the years ended June 30:

6 unchanged sentences

Frozen breads and other 227,463 222,875 215,004

Other dressings and sauces for TSA 14,237 — —

Total Foodservice net sales $ 905,713 $ 883,335 $ 857,157

4 unchanged sentences

Branded and other 197,893 190,995 180,492

Other dressings and sauces for TSA 14,237 — —

Total Foodservice net sales $ 905,713 $ 883,335 $ 857,157

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

The following tables provide financial information attributable to our reportable segments, including significant segment expenses, as well as certain amounts not allocated among our reportable segments.

Net sales are predominately domestic.

All intercompany transactions have been eliminated.

Nonallocated corporate expenses include various expenses of a general corporate nature, costs related to certain divested or closed nonfood operations, and expenditures in 2024 and 2023 for Project Ascent.

For The Year Ended June 30, 2025

Retail Foodservice Total

Net Sales $ 1,003,409 $ 905,713 $ 1,909,122

Cost of Sales 700,254 753,222

Selling, General and Administrative Expenses 91,460 40,912

Total Segment Operating Income $ 211,695 $ 111,579 $ 323,274

Nonallocated Corporate Expenses 97,855

Nonallocated Restructuring and Impairment Charges (1)

Operating Income $ 220,317

Pension Settlement Charge ( 13,968 )

Other, Net 7,114

Income Before Income Taxes $ 213,463

(1) Nonallocated restructuring and impairment charges in 2025 resulted from our decision to close our Milpitas, California sauce and dressing manufacturing facility, as well as our decision to transition our internal transportation fleet operation to an external dedicated carrier.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The following sets forth certain additional financial information attributable to our reportable segments, certain amounts not allocated among our reportable segments and amounts retained at the corporate level for the years ended June 30:

2024 2023 2022

For The Year Ended June 30, 2024

Retail Foodservice Total

Net Sales $ 988,424 $ 883,335 $ 1,871,759

Retail $ 988,424 $ 965,370 $ 915,210

Foodservice 883,335 857,157 761,180

Total $ 1,871,759 $ 1,822,527 $ 1,676,390

Operating Income (2)

Retail $ 207,660 $ 139,464 $ 151,627

Foodservice 97,094 106,349 82,745

Cost of Sales 690,247 749,210

Selling, General and Administrative Expenses 90,517 37,031

Total Segment Operating Income $ 207,660 $ 97,094 $ 304,754

Nonallocated Corporate Expenses 90,517

Nonallocated Restructuring and Impairment Charges (1)

( 14,874 ) — ( 25,507 )

Corporate Expenses (4)

Operating Income $ 199,363

Other, Net 6,152

Income Before Income Taxes $ 205,515

(1) Nonallocated restructuring and impairment charges in 2024 resulted from our decision to exit our perimeter-of-the-store bakery product lines.

For The Year Ended June 30, 2023

Retail Foodservice Total

Net Sales $ 965,370 $ 857,157 $ 1,822,527

Cost of Sales 718,878 715,081

Selling, General and Administrative Expenses 82,059 35,727

Restructuring and Impairment Charges (1)

Total Segment Operating Income $ 139,464 $ 106,349 $ 245,813

Nonallocated Corporate Expenses 104,305

Operating Income $ 141,508

Other, Net 1,789

Income Before Income Taxes $ 143,297

(1) Restructuring and impairment charges in 2023 related to the intangible assets of Flatout due to lowered expectations for the projected sales and profitability of the Flatout product lines that we subsequently exited in 2024.

These charges were reflected in our Retail segment.

The following table sets forth reconciliations of our reportable segments’ total identifiable assets to the consolidated totals as of June 30 and our reportable segments’ total depreciation and amortization expenses to the consolidated totals for each of the years ended June 30:

2025 2024 2023

Total $ 199,363 $ 141,508 $ 111,911

Identifiable Assets (1)

3 unchanged sentences

Total $ 1,274,724 $ 1,206,931 $ 1,112,994

Payments for Property Additions

Retail & Foodservice (6)

$ 65,629 $ 89,475 $ 130,502

Corporate 1,947 706 1,470

Total $ 67,576 $ 90,181 $ 131,972

Depreciation and Amortization

3 unchanged sentences

Total $ 62,168 $ 55,896 $ 51,210

(1) Net sales and long-lived assets are predominately domestic.

(2) All intercompany transactions have been eliminated.

(3) Reflects restructuring and impairment charges related to (i) our decision to exit our perimeter-of-the-store bakery product lines in 2024, (ii) the Bantam business in 2022 and (iii) a facility closure in 2022.

These charges were not allocated to our two reportable segments due to their unusual nature.

(4) Our Corporate Expenses include various expenses of a general corporate nature, expenditures for Project Ascent and costs related to certain divested or closed nonfood operations.

These costs have not been allocated to the Retail and Foodservice segments.

(1) Long-lived assets are predominately domestic.

Retail and Foodservice identifiable assets include those assets used in our operations and other intangible assets allocated to purchased businesses, most notably goodwill.

The increase in Retail and Foodservice identifiable assets from June 30, 2023 to June 30, 2024 reflects a new operating lease right-of-use asset for a warehouse in Union City, Georgia.

The decrease in Retail and Foodservice identifiable assets from June 30, 2022 to June 30, 2023 reflects a decline in intangible assets due to impairment charges and lower receivables balances due to the impact of advance customer orders in the prior year ahead of our ERP go-live, as partially offset by property additions due to a capacity expansion project.

The increase in Retail and Foodservice identifiable assets from June 30, 2024 to June 30, 2025 reflects the acquisition of the Atlanta plant.

The increase in Retail and Foodservice identifiable assets from June 30, 2023 to June 30, 2024 reflected a new operating lease right-of-use asset for a warehouse in Union City, Georgia.

Corporate assets consist principally of cash and equivalents.

The increase in Corporate assets from June 30, 2023 to June 30, 2024 reflects higher cash and equivalents.

The increase in Corporate assets from June 30, 2022 to June 30, 2023 reflects the increase in cash and equivalents as well as prepaid income taxes.

(6) As discussed above, we do not present identifiable assets, payments for property additions or depreciation and amortization by reportable segment.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

The increase in Corporate assets from June 30, 2023 to June 30, 2024 reflected higher cash and equivalents.

(2) As discussed above, we do not present identifiable assets or depreciation and amortization separately by reportable segment.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Retail segment net sales attributable to Walmart Inc.

(“Walmart”) and Foodservice segment net sales attributable to McLane Company, Inc.

(“McLane”), a wholesale distribution subsidiary of Berkshire Hathaway, Inc., for each of the years ended June 30 were as follows:

Our relationship with Chick-fil-A, Inc.

(“Chick-fil-A”), one of our national chain restaurant accounts, represents a significant portion of our consolidated net sales.

In Foodservice, we primarily supply Chick-fil-A indirectly through multiple distributors with the remainder supplied directly to Chick-fil-A.

None of these individual customers amounts to more than 10% of our consolidated net sales.

Chick-fil-A is also a significant contributor to our Retail sales as we sell their sauce and dressing products into the retail channel through an exclusive license agreement.

Retail segment net sales attributed to Walmart also represent a significant portion of our consolidated net sales.

Total net sales attributable to Chick-fil-A, including the Retail sales resulting from the exclusive license agreement and the Foodservice sales, and Retail segment net sales attributable to Walmart for each of the years ended June 30 were as follows:

2025 2024 2023

Net sales to Walmart $ 338,764 $ 323,718 $ 293,684

Net sales attributable to Chick-fil-A $ 548,222 $ 519,818 $ 480,973

As a percentage of consolidated net sales 29 % 28 % 26 %

Net sales to McLane $ 147,242 $ 205,264 $ 188,717

Net sales attributable to Walmart $ 367,274 $ 338,764 $ 323,718

As a percentage of consolidated net sales 19 % 18 % 18 %

Accounts receivable attributable to Walmart and McLane at June 30 as a percentage of consolidated accounts receivable were as follows:

Walmart 28 % 29 %

McLane 4 % 9 %

Note 10 – Stock-Based Compensation

19 unchanged sentences

Fair value of vested rights $ — $ 1,175 $ 2,611

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

32 unchanged sentences

Weighted average grant date fair value per award $ 190.84 $ 185.05 $ 154.80

The restricted stock under these employee grants vests 3 years after the grant date.

The restricted stock under these employee grants generally vests 3 years after the grant date.

Under the terms of our grants, employees receive dividends on unforfeited restricted stock regardless of their vesting status.

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All of the shares granted during 2025 are expected to vest.

Dividends earned on the stock during the vesting period will be paid to the directors at the time the stock vests.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

Dividends earned on the stock during the vesting period are paid to the directors at the time the stock vests.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22 unchanged sentences

• a performance condition based on revenue growth over the applicable performance period.

These performance units will vest 3 years after the grant date and will be settled in shares of common stock equal to the number of performance units granted multiplied by a percentage between 0 % and 200 % depending on the achievement of the above-noted performance metrics over the 3 -year performance period.

These performance units vest 3 years after the grant date and are settled in shares of common stock equal to the number of performance units granted multiplied by a percentage between 0 % and 200 % depending on the achievement of the above-noted performance metrics over the 3 -year performance period.

Our policy is to issue shares upon the vesting of performance units from new shares that had been previously authorized.

Dividend equivalents earned during the vesting period will be paid at the time the awards vest.

Dividend equivalents earned during the vesting period are paid at the time the awards vest.

In 2025, 2024 and 2023, we granted performance units to various employees under the terms of the plan.

4 unchanged sentences

Weighted average grant date fair value per award $ 206.54 $ 192.91 $ 173.73

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

For our performance units with a performance condition, the grant-date fair value is equal to the closing price of our common stock on the grant date.

5 unchanged sentences

Volatility factor of the expected market price of our common stock 26.40 % 24.60 % 32.20 %

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The following table summarizes our performance units compensation expense and tax benefits recorded for each of the years ended June 30:

2 unchanged sentences

Tax benefits $ 321 $ 620 $ 355

The following table summarizes information for our performance units that vested during the year ended June 30:

Payout of revenue-based performance units 174 %

Payout of market-based performance units 91 %

Fair value of vested performance units $ 3,281

The following table summarizes the activity relating to performance units granted under the plan for the year ended June 30, 2025:

4 unchanged sentences

Granted 25 $ 206.54

Vested ( 16 ) $ 201.70

Forfeited ( 6 ) $ 192.75

3 unchanged sentences

Defined Benefit Pension Plans

We sponsor multiple defined benefit pension plans that covered certain workers under collective bargaining contracts.

However, as a result of prior-years’ restructuring activities, for all periods presented, we no longer have any active employees continuing to accrue service cost or otherwise eligible to receive plan benefits.

Benefits being paid under the plans are primarily based on negotiated rates and years of service.

We contribute to these plans at least the minimum amount required by regulation.

At the end of the year, we discount our plan liabilities using an assumed discount rate.

In estimating this rate, we, along with our third-party actuaries, review the timing of future benefit payments, bond indices, yield curve analysis results and the past history of discount rates.

Prior to November 30, 2024, we sponsored multiple defined benefit pension plans that covered certain former employees under collective bargaining contracts related to closed or sold operations.

All these plans were previously frozen.

In August 2024, our Board of Directors approved the merger of all five pension plans and the termination of the resulting merged plan.

The merged plan was terminated effective November 30, 2024.

Lump sum distributions and annuity purchases from a highly rated insurance company were completed in December 2024.

No additional pension plan contributions were required.

As a result of the pension termination, we incurred a one-time noncash settlement charge of $ 14.0 million in 2025.

Prior to the termination of the merged plan discussed above, we discounted our plan liabilities at the end of the year using an assumed discount rate.

In estimating this rate, we, along with our third-party actuaries, reviewed the timing of future benefit payments, bond indices, yield curve analysis results and the past history of discount rates.

The actuarial present value of benefit obligations summarized below was based on the following assumption:

5 unchanged sentences

Expected long-term return on plan assets 5.00 % 5.00 % 5.00 %

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

In determining the long-term expected return on plan assets, we consider our related investment guidelines, our expectations of long-term rates of return by asset category, our target asset allocation weighting and historical rates of return and volatility for equity and fixed income investments.

The investment strategy for plan assets is to control and manage investment risk through diversification among asset classes, investment managers/funds and investment styles.

The plans’ investment guidelines have been designed to meet the intended objective that plan assets earn at least nominal returns equal to or more than the plans’ liability growth rate.

In consideration of the current average age of the plans’ participants, the investment guidelines are based upon an investment horizon of at least 10 years.

In 2021, we completed an evaluation of the plans’ asset allocation and liabilities with assistance from an independent outside consultant.

As a result, with the plans well-funded and no active employees continuing to accrue service cost or otherwise eligible to receive plan benefits, we reallocated the plan assets to better match the plan liabilities.

Accordingly, we allocated a higher percentage of the plan assets to long-duration fixed income investments, thereby reducing equity exposure risk and mitigating the unfavorable impacts of interest rate volatility.

This reallocation resulted in a reduction to the expected long-term return on plan assets.

The target and actual asset allocations for our plans at June 30 by asset category were as follows:

Target Percentage

of Plan Assets at

June 30 Actual Percentage of Plan Assets

2024 2024 2023

Equity securities 20 %- 80 %

Fixed income, including cash 20 %- 80 %

Total 100 % 100 %

Our target asset allocations are maintained through ongoing review and periodic rebalancing of equity and fixed income investments with assistance from an independent outside investment consultant.

Also, the plan assets are diversified among asset classes, asset managers or funds and investment styles to avoid concentrations of risk.

The higher allocation of plan assets to fixed income investments reflects the decision to better match the invested assets with the plans’ liabilities and the fact that the plans are well-funded with no active employees continuing to accrue service cost or otherwise eligible to receive plan benefits.

We continue to allocate a modest amount of plan assets to cash to cover near-term expenses.

We categorize our plan assets within a three-level fair value hierarchy, as previously defined in Note 1.

The following table summarizes the fair values and levels, within the fair value hierarchy, for our plan assets at June 30, 2024:

June 30, 2024

Asset Category Level 1 Level 2 Level 3 Total

4 unchanged sentences

Total $ 28,016 $ — $ — $ 28,016

June 30, 2023

Asset Category Level 1 Level 2 Level 3 Total

Cash and equivalents $ 997 $ — $ — $ 997

Money market funds 702 — — 702

Mutual funds fixed income 19,353 — — 19,353

Mutual funds equity 7,724 — — 7,724

Total $ 28,776 $ — $ — $ 28,776

The plan assets classified at Level 1 include money market funds and mutual funds.

Quoted market prices in active markets for identical assets are available for investments in this category.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The plan assets classified at Level 1 included money market funds and mutual funds.

Quoted market prices in active markets for identical assets were available for investments in this category.

Relevant information with respect to our pension benefits as of June 30 can be summarized as follows:

20 unchanged sentences

Fair value of plan assets at end of year $ — $ 3,956

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Amounts recognized in accumulated other comprehensive loss at June 30 were as follows:

2 unchanged sentences

Total $ — $ 9,742

The following table summarizes the components of net periodic benefit cost (income) for our pension plans at June 30:

The following table summarizes the components of net periodic benefit cost for our pension plans at June 30:

2025 2024 2023

Components of net periodic benefit cost (income)

Components of net periodic benefit cost

Interest cost $ 659 $ 1,382 $ 1,344

1 unchanged sentence

Amortization of unrecognized net loss 294 633 725

Net periodic benefit cost (income) $ 640 $ 653 $ ( 548 )

We have not yet finalized our anticipated funding level for 2025, but based on initial estimates, we do not expect our 2025 contributions to our pension plans to be material.

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Benefit payments estimated for future years are as follows:

2030 - 2034 $ 9,878

Settlement charge 13,968 — —

Net periodic benefit cost $ 14,253 $ 640 $ 653

Note 12 – Defined Contribution and Other Employee Plans

25 unchanged sentences

$ 277 $ 215 $ 250 No

LANCASTER COLONY CORPORATION AND SUBSIDIARIES

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

We also make non-elective contributions for the union employees at our Bedford Heights, Ohio plant into a union-sponsored multiemployer 401(k) plan.

Our contributions totaled $ 1.0 million, $ 1.0 million and $ 0.9 million in 2024, 2023 and 2022, respectively.

Our contributions totaled $ 1.0 million in 2025, 2024 and 2023.

Deferred Compensation Plan

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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