What changed in this filing

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Item 1A. Risk Factors

2026-08-25 compared with 2025-08-21 · 89 added, 44 removed, 250 unchanged (35% of the section changed)

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Before making an investment decision, investors should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this Annual Report on Form 10-K.

The following disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future and are not intended to be a representation as to whether or not such factors have or have not previously occurred.

If any of the following risks occur, our business, results of operations, financial condition and cash flows could be materially and adversely affected.

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Any potential claim under our insurance policies may exceed our insurance coverage, may be subject to certain exceptions or may not be honored fully, in a timely manner, or at all.

We may be subject to a loss of sales or increased costs due to adverse publicity or consumer concern regarding the safety, quality or healthfulness of food products, whether with our products, competing products or other related food products.

We are highly dependent upon consumers’ perception of the safety, quality and possible dietary attributes of our products.

As a result, substantial negative publicity concerning one or more of our products, or other foods similar to or in the same food group as our products, could lead to lower demand for our products, reduced prices and lost sales.

As a result, substantial negative publicity concerning one or more of our products, or other foods similar to or consumed with our products, could lead to lower demand for our products, reduced prices and lost sales.

Substantial negative publicity, even when false or unfounded, could also hurt the image of our brands or cause consumers to choose other products or avoid categories in which we operate.

Any of these events could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may be adversely affected by actual or perceived food-safety incidents, including foodborne illness outbreaks, recalls, investigations or public health advisories involving products, ingredients, suppliers, customers, competitors or food categories that we do not manufacture or supply.

Such events have adversely affected, and may in the future adversely affect, demand for our products, including by causing consumers to avoid affected restaurants, retailers, menu items or food categories;

causing our customers to reduce orders, modify menus, temporarily close locations or otherwise alter their operations;

disrupting supply chains;

or resulting in adverse publicity affecting the food industry or categories in which we operate.

Even when our products are not implicated, these events have reduced, and may in the future reduce, demand for our products and sales, increase our costs or otherwise have a material adverse effect on our business, results of operations, financial condition and cash flows.

Certain negative publicity regarding the food industry or our products could also increase our cost of operations.

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Any of these events could have a material adverse effect on our business, results of operations, financial condition and cash flows.

RISKS RELATED TO OUR OPERATIONS

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

Increases in the costs, or limitations in the availability, of raw materials, packaging and freight used to produce, package and deliver our products due to inflation, geopolitical events or otherwise could adversely affect our business by increasing our costs to produce goods.

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In addition, our retail partners and retail distributors may pressure us to rescind price increases we have announced or already implemented, whether through a change in list price or increased trade and promotional activity.

We may experience further increases in the costs of raw materials and our ability to maintain prices or effectively implement price increases may be affected by several factors, including competition, effectiveness of our marketing programs, the continuing strength of our brands, market demand and general economic conditions, including broader inflationary pressures.

We may experience further increases in the costs of raw materials and our ability to maintain prices or effectively implement price increases may be

affected by several factors, including competition, effectiveness of our marketing programs, the continuing strength of our brands, market demand and general economic conditions, including broader inflationary pressures.

If we cannot maintain or increase prices for our products or must increase trade and promotional activity, our margins may be adversely affected.

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In addition, pandemics and similar public health emergencies, natural disasters, terrorist activity, cyber attacks, geopolitical events or other unforeseen events could interrupt production or distribution and have a material adverse effect on our business, results of operations, financial condition and cash flows, including the potential for long-term loss of product placement with our customers.

We may not realize the anticipated benefits of our acquisition of Bachan’s, Inc., and the integration of the acquired business may disrupt our operations, divert management attention, or result in unanticipated costs or liabilities.

On May 1, 2026, we acquired Bachan’s, Inc.

(“Bachan’s”) for approximately $400 million, subject to customary adjustments, in a transaction funded through a combination of cash on hand and borrowings under our credit facility.

As the largest acquisition in our history, the success of this transaction depends on our ability to effectively integrate Bachan’s operations, products and personnel and to achieve the anticipated strategic and financial benefits.

The integration process may be more difficult, costly, or time-consuming than expected and could result in the loss of key employees whose expertise and relationships were central to the brand's pre-acquisition growth, challenges in maintaining the strength and growth of the Bachan’s brand, operational or supply chain disruptions including those in connection with introductions of new products or new contract manufacturers, failure to achieve projected cost synergies, the diversion of management's attention from other business priorities, and the incurrence of significant integration, transaction, or other costs and liabilities that were not anticipated.

In addition, Bachan’s future growth rates may not meet our expectations, which could adversely affect our ability to generate expected returns on the acquisition and lead to impairment charges related to the intangible assets recorded in connection with the transaction.

If we are unable to successfully integrate Bachan’s or if the acquired business does not perform as anticipated, our results of operations, financial condition, cash flows, and return on our investment in the acquisition could be materially adversely affected.

Our Credit Agreement requires us to comply with certain restrictive covenants that impose restrictions on our operations, which could adversely affect our business.

The First Amendment to our Credit Agreement dated March 4, 2026 with The Huntington National Bank and Bank of America, N.A.

as Co-Syndication Agents, JPMorgan Chase Bank, N.A.

as Administrative Agent, and the other lenders named therein (as amended, the “Credit Agreement”) increased our revolving credit commitment and provided for an additional term loan in connection with our acquisition of Bachan’s Inc.

The First Amendment did not materially change the restrictive covenants or financials covenant levels described below.

The Credit Agreement imposes certain customary operating and financial covenants and restrictions on us, including our ability to incur additional indebtedness, sell assets, engage in acquisitions, grant liens on assets, and make certain other changes, subject to certain exceptions set forth therein.

Our Credit Agreement also requires us to maintain a consolidated net leverage ratio not greater than 3.5 to 1 and an interest coverage ratio

not less than 2.5 to 1 at the end of each fiscal quarter and limits investments and acquisitions over $150 million if our consolidated leverage ratio equals or exceeds 3.25 to 1.

The covenant calculations are defined more specifically in the Credit Agreement.

Our Credit Agreement also contains customary events of default, including failure to comply with certain financial and other covenants.

Upon a default that is not cured or waived within the applicable cure period, our outstanding obligations may be accelerated, in addition to other remedies that are available to our lenders.

If the lenders accelerate payment of indebtedness, our assets may not be sufficient to repay in full our indebtedness, and we may need to reduce or curtail uses of cash, including dividend payments, share repurchases, acquisitions, or capital expenditures, which could limit our ability to respond to market conditions, pursue strategic opportunities, or otherwise conduct our operations.

An increase in interest rates would have an adverse effect on our results of operations, as we have exposure to variable interest rates tied to SOFR or an alternate base rate defined in the Credit Agreement.

Additionally, our capital resources may not be sufficient to satisfy our liquidity needs, and we may seek to obtain additional debt financing, which would result in increased expenses.

We may not be able to obtain additional financing, if required, in amounts or on terms acceptable to us, or at all.

If we are not able to obtain additional financing, we may be required to reduce discretionary spending;

delay strategic initiatives;

seek additional financing on less favorable terms;

or take other actions to meet our liquidity needs.

Any such developments could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Labor shortages, increased labor costs, and increased labor turnover could adversely impact our business, results of operations, financial condition and cash flows.

We have experienced labor shortages, increased labor costs and increased employee turnover, which were due in part to the COVID-19 pandemic and the related policies and mandates and exacerbated by inflationary costs.

In this increasingly tight and competitive labor market, a sustained labor shortage or increased turnover rates within our workforce, or the workforce of any of our significant vendors, suppliers and other parties with which we do business, could lead to production or shipping delays and increased costs, including increased wages to attract and retain employees and increased overtime to meet demand.

We have previously experienced labor shortages, increased labor costs and increased employee turnover.

A sustained labor shortage or increased turnover rates within our workforce, or the workforce of any of our significant vendors, suppliers and other parties with which we do business, could lead to production or shipping delays and increased costs, including increased wages to attract and retain employees and increased overtime to meet demand.

Changes in immigration laws and policies or the enforcement of such laws or policies could also make it more difficult for us to recruit or retain skilled employees.

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Our ability to obtain adequate and reasonably priced methods of transportation to distribute our products, including refrigerated trailers for many of our products, is a key factor to our success.

Delays in transportation, including weather-related delays and disruptions due to a pandemic or similar public health emergency, could have a material adverse effect on our business and results of operations.

Further, higher fuel costs and increased line haul costs due to industry capacity constraints, customer delivery requirements and a more restrictive regulatory environment could negatively impact our financial results.

Delays in transportation, including weather-related delays and disruptions due to a pandemic or similar public health emergency, geopolitical conflict, armed hostilities or any related disruption to global energy markets, supply chains or transportation networks could have a material adverse effect on our business and results of operations.

Further, higher fuel costs and increased line haul costs due to industry capacity constraints, customer delivery requirements and a more restrictive regulatory environment or other events affecting global energy markets could negatively impact our financial results.

We are often required to pay fuel surcharges that fluctuate with the price of diesel fuel to third-party transporters of our products, and, during periods of fast-rising fuel prices, such surcharges can be substantial.

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In addition, we do not own a portion of our warehouse facilities as they are leased by us from third parties.

If any of our warehouse capacity is unexpectedly decreased or compromised, particularly with respect to our frozen warehouse capacity, we could experience increased costs, decreased customer service levels, and lost revenue.

If we require additional warehousing capacity or any of our warehouse capacity is unexpectedly decreased or compromised, particularly with respect to our frozen warehouse capacity, we could experience increased costs, decreased customer service levels, and lost revenue, which could reduce funds available for other business purposes.

Our operations are dependent on a wide array of third parties.

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However, due to the inherent variability of contractual terms and end dates, in addition to the extent to which the energy markets in which we operate have been deregulated to allow for contracted supply, we will retain some level of exposure to future price fluctuations for our energy-related costs.

Epidemics, pandemics or similar widespread public health emergencies and disease outbreaks, such as COVID-19, have disrupted and may cause future disruptions to consumption, supply chains, management, operations and production processes, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Epidemics, pandemics or similar widespread public health emergencies and disease outbreaks, such as COVID-19, as well as related government mandates, have negatively affected and may in the future negatively affect our business, results of operations, financial condition and cash flows.

The impacts of a widespread outbreak may include, but are not limited to, a shift in demand between our Retail and Foodservice segments or a significant reduction in overall demand resulting from forced or temporary curtailment of business operations;

a disruption or shutdown of one or more of our manufacturing, warehousing or distribution facilities;

failure of third parties on which we rely to meet their obligations to us;

disruption to or loss of essential manufacturing and supply elements;

and incurrence of additional labor, operating, and administrative costs, including insurance costs.

The duration and severity of any such outbreak as well as third-party actions taken to contain the spread and mitigate public health effects are uncertain and difficult to predict.

In addition, our efforts to manage the impacts of any such outbreak may be unsuccessful, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our inability to successfully renegotiate collective bargaining contracts and any prolonged work stoppages could have an adverse effect on our business, results of operations, financial condition and cash flows.

We believe that our labor relations with employees under collective bargaining contracts are satisfactory, but our inability to negotiate the renewal of any collective bargaining agreements, including the agreement at our Vineland, New Jersey facility, which is currently scheduled to expire in December 2025, or any prolonged work stoppages or other types of labor unrest could in some cases impair our ability to supply our products to customers, which could result in reduced sales and may distract our management from focusing on other aspects of our business and strategic priorities.

Any of these activities could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The loss of the services of one or more members of our senior management team could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our operations and prospects depend in large part on the performance of our senior management team, several of which are long-serving employees with significant knowledge of our business model and operations.

Should we not be able to find qualified replacements or successors for any of these individuals if their services were no longer available due to retirement, resignation or otherwise, our ability to manage our operations or successfully execute our business strategy may be materially and adversely affected.

Manufacturing capacity constraints may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our current manufacturing resources may be inadequate to meet significantly increased demand for some of our food products.

Our ability to increase our manufacturing capacity to satisfy demand depends on many factors, including the availability of capital, construction lead-times and delays, equipment availability and delivery lead-times, successful installation and start up, the availability of adequate skilled and unskilled labor, regulatory permitting and other regulatory requirements.

Increasing capacity through the use of third-party manufacturers depends on our ability to establish, develop and maintain such relationships and the ability of such third parties to devote additional capacity to fill our orders.

A lack of sufficient manufacturing capacity to meet demand could cause our customer service levels to decrease, which may negatively affect customer demand for our products and customer relations generally, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

In addition, operating facilities at or near capacity may also increase production and distribution costs and negatively affect relations with our employees or contractors, which could result in disruptions in our operations.

We may require significant capital expenditures to maintain, improve or replace aging infrastructure and facilities, which could adversely affect our cash flows.

Some of our infrastructure and facilities have been in service for many years, which may result in a higher level of future maintenance costs and unscheduled repairs.

Further, a portion of our infrastructure and facilities may need to be improved or replaced to maintain or increase operational efficiency, sustain production capacity, or meet changing regulatory requirements.

A significant increase in maintenance costs and capital expenditures could adversely affect our financial condition, results of operations and cash flows.

In addition, a failure to operate our facilities optimally could result in declining customer service capabilities, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may not be able to successfully consummate proposed acquisitions or divestitures, and integrating acquired businesses may present financial, managerial and operational challenges.

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In addition, we may, from time to time, divest or seek to divest businesses, product lines or other operations that are less of a strategic fit within our portfolio or do not meet our growth or profitability targets, particularly as customer demands evolve in the face of inflationary and other broader market factors.

We may not be able to consummate any such divestitures on favorable terms or at all, in which case we may determine to exit the business, product line or other operations.

As a result, our profitability may be adversely affected by losses on the sales of divested assets or lost operating income or cash flows from those businesses.

We may not be able to consummate any such divestitures on favorable terms or at all, in which case we may exit the business, product line or other operations.

As a result, our profitability may be adversely affected by losses resulting from the sale of divested assets or lost operating income or cash flows from those businesses.

We may also incur asset impairment or restructuring charges related to acquired or divested assets, which may reduce our profitability and cash flows.

These potential acquisitions or divestitures present financial, managerial and operational challenges, including diversion of management attention from ongoing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses, assumption of unknown liabilities, indemnities and potential disputes with the buyers or sellers.

Manufacturing capacity constraints may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our current manufacturing resources may be inadequate to meet significantly increased demand for some of our food products.

We may require significant capital expenditures to acquire new and maintain, improve or replace existing infrastructure and facilities, which could adversely affect our cash flows.

Some of our infrastructure and facilities have been in service for many years, which may result in a higher level of future maintenance costs and unscheduled repairs.

Further, we may need to acquire new facilities or make significant investments to expand or improve a portion of our infrastructure and facilities to maintain or increase operational efficiency, sustain production capacity, or meet changing regulatory requirements.

A significant increase in maintenance costs and capital expenditures could limit our flexibility to fund or pursue other business operations and adversely affect our financial condition, results of operations and cash flows.

We may be required to incur significant costs or make operational changes to convert to more sustainable packaging, and our failure to do so effectively could adversely affect our business, reputation, results of operations, financial condition and cash flows.

Our regulators, customers, consumers, and other stakeholders are increasingly focused on the environmental impact of packaging, including the use of recyclable, reusable, compostable, reduced-plastic or other more sustainable packaging materials.

In addition, federal, state and local governments have adopted, and may continue to adopt, laws and regulations relating to packaging and waste management, including extended producer responsibility laws and regulations, recycled-content requirements, restrictions on certain packaging materials or substances, labeling and recyclability claims, and other requirements intended to reduce packaging waste or increase packaging recyclability.

Responding to these expectations and requirements may require us to redesign product packaging, qualify new materials or suppliers, change manufacturing equipment or production processes, modify product specifications, conduct additional product testing, update labeling or claims, and incur additional compliance, reporting, administrative and other costs.

We expect that, within the next few years, our efforts to convert portions of our packaging portfolio to more sustainable packaging will require us to make additional investments or accept increased prices from suppliers.

These costs may be higher than expected, may not be recoverable through pricing actions or productivity improvements, and may reduce funds available for other uses, including working capital, capital expenditures, acquisitions, dividend payments or share repurchases.

Sustainable packaging materials may be more expensive than conventional packaging materials, may be less available in sufficient quantities or on acceptable terms, may require longer lead times, or may not perform as well in preserving product quality, freshness, shelf life, food safety, transportation durability or consumer convenience.

If we are unable to source sustainable packaging materials that meet our operational, cost, food safety, quality, customer and consumer requirements, or if packaging changes result in product damage, spoilage, recalls, production inefficiencies, supply disruptions or reduced consumer acceptance, we may face litigation, enforcement actions, penalties, required corrective actions, adverse publicity or damage to our brands and reputation.

Any of these developments could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Climate change, including drought, and increasingly stringent legal and market measures to address climate change may present challenges to our business and adversely affect our business, reputation, operations and supply chain.

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Further, our businesses could be adversely affected if we are unable to effectively address concerns from the media, shareholders, customers, and other stakeholders specific to our business regarding climate change and related environmental sustainability and governance matters.

a disruption or shutdown of one or more of our manufacturing, warehousing or distribution facilities;

failure of third parties on which we rely to meet their obligations to us;

disruption to or loss of essential manufacturing and supply elements;

and incurrence of additional labor, operating, and administrative costs, including insurance costs.

The duration and severity of any such outbreak as well as third-party actions taken to contain the spread and mitigate public health effects are uncertain and difficult to predict.

We believe that our labor relations with employees under collective bargaining contracts are satisfactory, but our inability to negotiate the renewal of any collective bargaining agreements, none of which will expire within one year, or any prolonged work stoppages or other types of labor unrest could in some cases impair our ability to supply our products to customers, which could result in reduced sales and may distract our management from focusing on other aspects of our business and strategic priorities.

Any of these activities could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The loss of the services of one or more members of our senior management team could have a material adverse effect on our business, results of operations, financial condition and cash flows.

RISKS RELATED TO THE BRANDS WE SELL AND CUSTOMER DEMAND FOR OUR PRODUCTS

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The loss of, or a significant reduction in, this national chain restaurant’s business, or an adverse change in Chick-fil-A’s financial condition, or in the financial condition of the distributors through which Chick-fil-A buys our products, could result in a material adverse effect on our business, results of operations, financial condition and cash flows.

Sales to Chick-fil-A in our Foodservice segment, which are primarily made indirectly through several foodservice distributors, represented 21% of consolidated net sales for each of the years ended June 30, 2025 and 2024.

Sales to Chick-fil-A in our Foodservice segment, which are primarily made indirectly through several foodservice distributors, represented 23% and 21% of consolidated net sales for the years ended June 30, 2026 and 2025, respectively.

Chick-fil-A, like most of the other national chain restaurants with which we work, has a direct relationship with us for culinary research and development, menu development and production needs but purchases some of our products indirectly through distributors.

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Accordingly, there is a risk that these customers give higher priority or promotional support to their store branded products or to our competitors’ products or discontinue selling our products in favor of their store branded products or other competing products.

Likewise, our foodservice distributors often offer their own branded products that compete directly with our products.

Likewise, our foodservice distributors often offer

their own branded products that compete directly with our products.

Failure to maintain our retail shelf space or priority with these customers and foodservice distributors could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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In addition, techniques used to obtain unauthorized access to information or to sabotage information technology systems change frequently.

anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of the cyber attacks.

The rapid ongoing evolution and increased adoption of emerging technologies, such as artificial intelligence and machine learning, may make it more difficult to avoid unauthorized disclosure and misappropriation of proprietary information and to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of the cyber attacks.

Like most businesses, we have seen, and will likely continue to see, vulnerabilities which could affect our systems or those of our third-party service providers or other third parties with which we do business.

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Furthermore, a significant portion of the communications between our personnel, customers, and suppliers depends on information technology and an uninterrupted and functioning infrastructure, including telecommunications.

Our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters and other severe weather events, terrorist attacks, telecommunications failures, cyber attacks and other security issues.

Our information technology systems may be vulnerable to a

variety of interruptions due to events beyond our control, including, but not limited to, natural disasters and other severe weather events, terrorist attacks, telecommunications failures, cyber attacks and other security issues.

Furthermore, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.

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It is difficult to predict how current and future legislation, executive actions, and litigation, including the executive orders, will be implemented, and the extent to which they will impact our business and regulatory agencies’ ability to exercise their authority.

To the extent any legislative or executive actions impose constraints on a regulatory agency’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.

To the extent any legislative or

executive actions impose constraints on a regulatory agency’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.

Additionally, there is an increased focus by foreign, federal, state and local regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions (including carbon pricing regulations, cap and trade systems or a carbon tax), energy policies and sustainability, including extended producer responsibility ("EPR") laws and regulations for packaging.

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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 1A. Risk Factors