What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-25 compared with 2025-08-21 · 353 added, 264 removed, 784 unchanged (44% of the section changed)

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Opinion on 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”).

We have audited the accompanying consolidated balance sheets of The Marzetti Company and subsidiaries (the “Company”) as of June 30, 2026 and 2025, 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, 2026, 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, 2026 and 2025 and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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

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

Acquisitions - Bachan’s, Inc.

- Valuation of Customer Relationships Intangible Asset - Refer to Note 2 in the Financial Statements

Critical Audit Matter Description

The Company completed the acquisition of Bachan’s, Inc.

(“Bachan’s”) on May 1, 2026.

The purchase price of $399.3 million, net of cash acquired, was financed with cash on hand and a $200.0 million term loan.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including customer relationships intangible asset of approximately $84.0 million.

The fair value determination of the customer relationships intangible asset required management to make significant estimates and assumptions related to forecasts of future revenues and cash flows and expected growth rates, (together, the “forecasts”) and the selection of customer attrition and discount rates.

We identified the valuation of the customer relationships intangible asset as a critical audit matter because of the significant estimates and assumptions management used to record the fair value of the asset.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s forecasts and the selection of the customer attrition and discount rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of customer relationships intangible asset included the following, among others:

• We evaluated the design and tested the operating effectiveness of relevant controls over the valuation of the customer relationships intangible asset, including management’s controls over the forecasts, and the selection of the customer attrition and discount rates.

• We evaluated the reasonableness of management's forecasted future revenue growth by comparing future forecasts to business strategies, growth plans, and third-party economic and industry data.

• We involved our fair value specialists to assist in evaluating the methodology used by management, ensuring it aligns with industry practices and standards.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the customer attrition and discount rates used by the Company in developing the fair value by testing the source information underlying the determination of the customer attrition and discount rates, testing the mathematical accuracy, and by developing a range of independent estimates for the customer attrition and discount rates.

/s/ Deloitte & Touche LLP

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Goodwill 500,472 222,772

Other intangible assets-net 125,394 —

Operating lease right-of-use assets 42,628 52,227

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Accrued liabilities 64,751 68,332

Current portion of long-term debt 10,000 —

Total current liabilities 231,536 186,294

Long-Term Debt 189,276 —

Noncurrent Operating Lease Liabilities 34,966 42,720

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Retained earnings 1,711,330 1,628,487

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

Accumulated other comprehensive income 957 961

Common stock in treasury, at cost ( 828,105 ) ( 791,839 )

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Selling, General and Administrative Expenses 254,601 230,227 218,065

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

Restructuring, Impairment and Other, Net ( 16,024 ) 5,102 14,874

Operating Income 238,711 220,317 199,363

Interest Expense ( 1,763 ) — —

Pension Settlement Charge — ( 13,968 ) —

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Defined Benefit Pension and Postretirement Benefit Plans:

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

Net gain (loss) arising during the period, before tax 72 ( 1,493 ) 554

Pension settlement charge, before tax — 13,968 —

Amortization of loss, before tax 235 573 679

Amortization of (gain) loss, before tax ( 59 ) 235 573

Amortization of prior service credit, before tax ( 19 ) ( 181 ) ( 181 )

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

Total Other Comprehensive (Loss) Income, Before Tax ( 6 ) 12,529 946

Tax Attributes of Items in Other Comprehensive Income:

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

Net gain (loss) arising during the period, tax ( 16 ) 349 ( 130 )

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

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

Amortization of (gain) loss, tax 14 ( 55 ) ( 133 )

Amortization of prior service credit, tax 4 42 42

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

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

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

Other Comprehensive (Loss) Income, Net of Tax ( 4 ) 9,601 725

Comprehensive Income $ 191,602 $ 176,948 $ 159,338

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Payments for property additions ( 77,679 ) ( 58,000 ) ( 67,576 )

Cash paid for acquisition ( 78,819 ) — —

Cash paid for acquisitions, net of cash acquired ( 399,285 ) ( 78,819 ) —

Proceeds from sale of property 20,322 — 6,969

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Cash Flows From Financing Activities:

Proceeds from debt, net of debt issuance costs 224,088 — —

Repayments of debt ( 25,000 ) — —

Payment of dividends ( 108,763 ) ( 103,502 ) ( 97,934 )

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Principal payments for finance leases ( 2,128 ) ( 2,053 ) ( 1,958 )

Net cash used in financing activities ( 115,257 ) ( 109,150 ) ( 106,929 )

Net cash provided by (used in) financing activities 49,843 ( 115,257 ) ( 109,150 )

Net change in cash and equivalents ( 136,380 ) ( 1,967 ) 74,970

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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)

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Net income 191,606 191,606

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 )

Postretirement benefit losses, net of $( 2 ) tax effect

Cash dividends - common stock ($ 3.95 per share)

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for example, 2026 refers to fiscal 2026, which is the period from July 1, 2025 to June 30, 2026.

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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Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.

Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, accounts receivable, accounts payable and defined benefit pension plan assets.

The estimated fair value of cash and equivalents, accounts receivable and accounts payable approximates their carrying value.

See Note 11 for fair value disclosures related to our defined benefit pension plan assets.

Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, accounts receivable, accounts payable and long-term debt.

The carrying value of cash and equivalents, accounts receivable and accounts payable approximates their fair value due to the short-term nature of these instruments.

At June 30, 2026, our long-term debt consists of a five-year term loan that bears interest at a variable rate tied to SOFR or an alternate base rate.

The carrying value of the long-term debt approximates its fair value because the term loan bears interest at a variable rate that reprices periodically to reflect current market rates.

The estimated fair value of the term loan is classified as Level 2 within the fair value hierarchy.

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

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Depreciation expense $ 65,759 $ 59,078 $ 53,029

In 2026, we sold the real property in Milpitas, California associated with the sauce and dressing facility that we closed.

The gain on sale of $ 18.5 million was reflected in Restructuring, Impairment and Other, Net and was not allocated to our two reportable segments due to its unusual nature.

THE MARZETTI COMPANY AND SUBSIDIARIES

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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.

The impairment charge was reflected in Restructuring, Impairment and Other, Net 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 fair value was based on actual selling prices for the real estate and manufacturing equipment at the Angelic sprouted grain bakery facility in Cudahy, Wisconsin and the Flatout flatbread facility in Saline, Michigan, which represents 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.

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

Deferred Software Costs

We capitalize certain costs related to hosting arrangements that are service contracts (cloud computing arrangements).

Capitalized costs are included in Other Current Assets or Other Noncurrent Assets and are amortized on a straight-line basis over the estimated useful life.

In 2025 and 2024, we capitalized $ 0.6 million and $ 1.0 million, respectively, of deferred software costs related to cloud computing arrangements.

Capitalized software costs are amortized on a straight-line basis over the estimated useful life.

Amortization expense was $ 3.5 million, $ 3.0 million and $ 2.4 million for 2026, 2025 and 2024, respectively.

The following table summarizes the components of capitalized software costs, excluding any costs that are fully amortized, at June 30:

Capitalized Software Costs - Gross $ 19,920 $ 17,258

Capitalized Software Costs - Accumulated Amortization ( 8,467 ) ( 6,237 )

Capitalized Software Costs - Net $ 11,453 $ 11,021

Capitalized Software Costs - Net in Other Current Assets $ 3,853 $ 3,358

Capitalized Software Costs - Net in Other Noncurrent Assets $ 7,600 $ 7,663

Long-Lived Assets

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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.

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.

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

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

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

See further discussion regarding goodwill and other intangible assets in Note 6.

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.

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

The impairment charge represents 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.

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Realization of certain deferred tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods.

Although realization is not assured, management believes it is more likely than not that our deferred tax assets will be realized and thus we have not recorded any valuation allowance for the years ended June 30, 2025 or 2024.

Although realization is not assured, management believes it is more likely than not that our deferred tax assets, net of valuation allowance, will be realized.

Our valuation allowance at June 30, 2026 related to a capital loss carryforward for which we do not expect to realize a future benefit.

There was no valuation allowance recorded at June 30, 2025.

In accordance with accounting literature related to uncertainty in income taxes, tax benefits and liabilities from uncertain tax positions that are recognized in the financial statements are measured based on the largest attribute that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

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

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future.

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Earnings Per Share

Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (restricted stock, stock-settled stock appreciation rights and performance units) outstanding during each period.

Unvested shares of restricted stock granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method.

Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (restricted stock awards, restricted stock units, stock-settled stock appreciation rights and performance units) outstanding during each period.

Unvested shares of restricted stock awards granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method.

Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period.

Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with nonparticipating restricted stock, stock-settled stock appreciation rights and performance units.

Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with nonparticipating restricted stock awards, restricted stock units, stock-settled stock appreciation rights and performance units.

Basic and diluted net income per common share were calculated as follows:

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Incremental share effect from:

Nonparticipating restricted stock 3 2 2

Nonparticipating restricted stock awards 1 3 2

Restricted stock units 8 — —

Stock-settled stock appreciation rights — 1 6

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Net income per common share - diluted $ 6.98 $ 6.07 $ 5.76

(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

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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 )

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

Defined Benefit Pension Plan Items:

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

Net loss arising during the period — ( 1,549 )

Settlement charge (1)

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Amortization of prior service credit ( 19 ) ( 181 )

Total other comprehensive income, before tax 12,529 946

Total tax expense ( 2,928 ) ( 221 )

Other comprehensive income, net of tax 9,601 725

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

Total other comprehensive (loss) income, before tax ( 6 ) 12,529

Total tax benefit (expense) 2 ( 2,928 )

Other comprehensive (loss) income, net of tax ( 4 ) 9,601

Accumulated other comprehensive income at end of year $ 957 $ 961

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

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Recent Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to the disclosure requirements for reportable segments.

The new guidance requires enhanced disclosures about significant segment expenses.

Additionally, all current annual disclosures about a reportable segment’s profit or loss and assets will also be required in interim periods.

The new guidance also requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) and explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

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

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.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to the disclosure requirements for income taxes.

The new guidance requires annual disclosures in the rate reconciliation table to be presented using both percentages and reporting currency amounts, and this table must include disclosure of specific categories.

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The amendments should be applied on a prospective basis, but retrospective application is permitted.

This guidance will be effective for our annual 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 2026 on a prospective basis.

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

See income tax disclosures in Note 8.

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

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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.

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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 MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

In July 2025, the FASB issued new accounting guidance related to the measurement of credit losses for accounts receivable and contract assets.

In developing reasonable and supportable forecasts as part of estimating credit losses, all entities may elect a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

An entity that elects the practical expedient should apply the amendment on a prospective basis.

This guidance will be effective for us in fiscal 2027, including interim periods.

Early adoption is permitted.

This guidance is not expected to have a material impact on our financial position or results of operations.

In September 2025, the FASB issued new accounting guidance related to internal-use software.

The amendments remove all references to prescriptive and sequential software development stages.

The new guidance requires an entity to start capitalizing software costs when both of the following occur:

1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended.

The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis.

This guidance will be effective for annual reporting periods beginning after December 15, 2027, including interim periods.

Early adoption is permitted as of the beginning of an annual reporting period.

We adopted this guidance in the first quarter of fiscal 2026 on a prospective basis.

The adoption resulted in a change in accounting principle.

Additional costs capitalized under this new guidance were not material to our consolidated financial statements.

See deferred software costs disclosures in Note 1.

In December 2025, the FASB issued new accounting guidance related to the recognition, measurement and presentation of government grants.

The amendments should be applied using a modified prospective approach, a modified retrospective approach or a full retrospective approach.

This guidance will be effective for us in fiscal 2030, including interim periods.

Early adoption is permitted.

We are currently evaluating the impact of this guidance.

Note 2 – Acquisitions

Bachan’s, Inc.

On May 1, 2026, we completed the acquisition of Bachan’s, Inc.

(“Bachan’s”), the rapidly growing Japanese Barbecue Sauce brand known for its authentic, clean-label products.

The transaction reinforces our expanding position in the sauce category and is expected to provide additional opportunities for growth through our retail and foodservice distribution network, supply chain capabilities, and culinary expertise.

The purchase price of $ 399.3 million, net of cash acquired, is subject to future post-closing adjustments and was financed with cash on hand and a $ 200.0 million term loan.

The results of operations for Bachan’s have been included in our condensed consolidated financial statements from the date of acquisition.

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

Preliminary Purchase Price Allocation

Receivables $ 8,836

Inventories 9,084

Other current assets 535

Property, plant and equipment 598

Goodwill (tax deductible) 14,401

Goodwill (not tax deductible) 277,700

Other intangible assets 127,000

Operating lease right-of-use assets 1,082

Other noncurrent assets 119

Current liabilities ( 4,754 )

Noncurrent operating lease liabilities ( 480 )

Deferred tax liabilities ( 20,435 )

Net assets acquired $ 399,285

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.

Further adjustments may occur to the allocation above as certain aspects of the transaction are finalized during the measurement period.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The goodwill recognized above arose because the purchase price for Bachan’s reflected a number of factors including the future earnings and cash flow potential of Bachan’s, as well as the potential to broaden distribution;

realize cost synergies across procurement, manufacturing, and distribution;

support product innovation;

and extend the brand into new channels and adjacent categories in the future.

A small amount of goodwill also resulted from the workforce acquired.

As Bachan’s is expected to primarily produce products for our Retail segment, all goodwill from this acquisition was recorded to the Retail segment.

We have determined values and lives of the other intangible assets listed in the allocation above as:

$ 84.0 million for the customer relationships with a 12 -year life;

$ 29.0 million for the proprietary recipes with a 16 -year life and $ 14.0 million for the tradename with a 17 -year life.

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

Atlanta Plant

This facility benefits 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 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.

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

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

Note 3 – Long-Term Debt

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.

At June 30, 2025, 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.

On March 4, 2026, we entered into a First Amendment (“Amendment”) to the Facility.

The Amendment provides for the following:

• An increase in the revolving credit availability to $ 200 million with potential to expand the revolving credit availability to $ 400 million based on consent of the Administrative Agent and any incremental lenders and certain other conditions.

All outstanding revolving loans are due and payable when the Facility expires on March 6, 2029 .

Revolving loans may be used for general corporate purposes.

• An additional $ 200 million term loan to finance our acquisition of Bachan’s.

On April 29, 2026, we closed on the funding of the term loan.

The maturity date for the term loan is April 29, 2031 ;

however, the Amendment provides for a springing maturity date of March 6, 2029 if, by December 6, 2028, the Facility Termination Date has not been extended to April 29, 2031 or later with an Aggregate Revolving Commitment equal to or greater than the outstanding principal balance of the term loan (as such capitalized terms are defined in the Amendment).

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 Facility, they will be classified as long-term debt.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

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

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an interest expense test that requires us to maintain an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter;

and an indebtedness test that requires us to maintain a consolidated leverage ratio not greater than 3.5 to 1, subject to certain exceptions.

and an indebtedness test that requires us to maintain a consolidated net leverage ratio not greater than 3.5 to 1, subject to certain exceptions.

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 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)

We had the following borrowings outstanding at June 30:

Term loan (effective rate of 4.8 % at June 30, 2026)

unamortized debt issuance costs 724

Current portion of long-term debt 10,000

Long-term debt, less current portion $ 189,276

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

At June 30, 2026 and 2025, we had $ 2.6 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility.

In 2026, we paid interest of $ 1.7 million.

We paid no interest in 2025.

At June 30, 2026, contractual maturities of long-term debt, excluding unamortized debt issuance costs, were as follows:

2027 $ 10,000

Total $ 200,000

Note 4 – Leases

6 unchanged sentences

These leases are generally for manufacturing and non-manufacturing equipment used in our business and warehouse facilities.

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

The remaining lease terms for these finance leases range from 4 years to 8 years.

As of June 30, 2026 and 2025, the weighted-average discount rate of our operating leases was 5.2 % and 5.1 %, respectively.

As of June 30, 2025 and 2024, the weighted-average discount rate of our finance leases was 4.5 % and 2.5 %, respectively.

As of June 30, 2026 and 2025, the weighted-average discount rate of our finance leases was 4.5 %.

The components of lease expense in each of the years ended June 30 have been provided as follows:

7 unchanged sentences

Total net lease cost $ 20,459 $ 19,982 $ 17,779

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Supplemental balance sheet information related to leases at June 30 is as follows:

9 unchanged sentences

Total finance lease liabilities $ 10,364 $ 1,578

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:

19 unchanged sentences

As of June 30, 2026 and 2025, the weighted-average remaining term of our finance leases was 4.4 years and 6.1 years, respectively.

We have a lease commitment with fixed cash payments totaling approximately $ 159 million for a lease that had not commenced as of June 30, 2026.

This lease has an initial term of 15 years for warehousing space in Columbus, Ohio.

In accordance with accounting guidance for leases, this commitment is properly excluded from the Consolidated Balance Sheet as of June 30, 2026.

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.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Note 5 – Commitments and Contingencies

1 unchanged sentence

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.

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 6 – Goodwill

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

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

Note 6 – Goodwill and Other Intangible Assets

Goodwill attributable to the Retail and Foodservice segments was $ 435.1 million and $ 65.4 million, respectively, at June 30, 2026 compared to $ 157.4 million and $ 65.4 million, respectively, at June 30, 2025.

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

The increase in goodwill is the result of the Bachan’s acquisition in May 2026.

See further discussion in Note 2.

4 unchanged sentences

Goodwill at end of year $ 435,096 $ 65,376 $ 500,472

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

Customer Relationships ( 12 -year life)

Gross carrying value $ 84,000

Accumulated amortization ( 1,167 )

Net carrying value $ 82,833

Proprietary Recipes ( 16 -year life)

Gross carrying value $ 29,000

Accumulated amortization ( 302 )

Net carrying value $ 28,698

Tradename ( 17 -year life)

Gross carrying value $ 14,000

Accumulated amortization ( 137 )

Net carrying value $ 13,863

Total net carrying value $ 125,394

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

Amortization expense $ 1,606

Total annual amortization expense for each of the next five years is estimated to be as follows:

THE MARZETTI COMPANY AND SUBSIDIARIES

12 unchanged sentences

Other noncurrent liabilities at June 30 were composed of:

Finance leases $ 8,230 $ 1,115

Deferred compensation and accrued interest 5,216 4,607

Workers compensation 3,976 4,330

Finance leases 1,115 782

Gross tax contingency reserve 747 802

Postretirement benefit liability 554 576

Pension benefit liability — 345

Other 2,012 3,048

4 unchanged sentences

2026 2025 2024

Currently payable:

Federal $ 26,717 $ 48,714 $ 51,687

1 unchanged sentence

Total current provision 28,254 52,205 57,172

Deferred federal, state and local (benefit) provision ( 6,089 ) ( 10,270 ) 7,886

Federal 19,826 ( 5,580 ) ( 9,710 )

State and local 2,284 ( 509 ) ( 560 )

Total deferred provision (benefit) 22,110 ( 6,089 ) ( 10,270 )

Total taxes based on income $ 50,364 $ 46,116 $ 46,902

For the years ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:

2025 2024 2023

For the year ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:

Amount ($) Percent (%)

Federal statutory rate $ 50,814 21.0 %

State and local income taxes, net of federal effect (1)

Tax credits ( 1,651 ) ( 0.7 )

Changes in valuation allowances 10,583 4.4

Nontaxable or nondeductible items:

Gain on sale of property ( 3,879 ) ( 1.6 )

Stock sale capital loss ( 10,583 ) ( 4.4 )

Other 2,062 0.9

Effective rate $ 50,364 20.8 %

(1) During the year ended June 30, 2026, state taxes in California and Illinois made up the majority (greater than 50%) of the tax effect in this category.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

As previously disclosed, for the years ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:

Statutory rate 21.0 % 21.0 %

4 unchanged sentences

Effective rate 21.6 % 22.8 %

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:

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

Capital loss carryforward $ 11,236 $ —

Operating lease liabilities 9,727 11,820

Employee medical and other benefits 8,265 8,352

Receivables 5,086 4,202

Operating loss carryforwards 6,298 —

Inventories 3,579 2,340

Receivables 2,930 5,086

Intangible assets — 1,932

Section 174 research and development capitalization 60 15,172

Other accrued liabilities 833 960

Total deferred tax assets 45,662 43,822

Total deferred tax assets, gross 42,928 45,662

Valuation allowance ( 11,236 ) —

Total deferred tax assets, net of valuation allowance 31,692 45,662

Deferred tax liabilities:

Property, plant and equipment ( 50,263 ) ( 47,536 )

Intangible assets ( 26,682 ) —

Goodwill ( 21,767 ) ( 20,650 )

Operating lease right-of-use assets ( 9,537 ) ( 11,591 )

Other ( 101 ) —

Total deferred tax liabilities ( 108,350 ) ( 79,777 )

Net deferred tax liability $ ( 76,658 ) $ ( 34,115 )

As of June 30, 2026, U.S.

Federal operating loss carryforwards totaled $ 27.8 million;

there is no expiration date.

Prepaid federal income taxes of $ 4.2 million and $ 0.1 million were included in Other Current Assets at June 30, 2026 and 2025, respectively.

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

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:

2025 2024 2023

Net cash payments for income taxes $ 52,515 $ 53,583 $ 26,327

The gross tax contingency reserve at June 30, 2025 was $ 0.7 million and consisted of estimated tax liabilities of $ 0.2 million and interest and penalties of $ 0.5 million.

The unrecognized tax benefits recorded as the gross tax contingency reserve noted in the following table for June 30, 2025 and 2024 would affect our effective tax rate, if recognized.

The following table sets forth changes in our total gross tax contingency reserve (including interest and penalties):

Balance, beginning of year $ 802 $ 858

Tax positions related to the current year:

Additions — —

Reductions — —

Tax positions related to prior years:

Additions 30 34

Reductions ( 85 ) ( 90 )

Settlements — —

Balance, end of year $ 747 $ 802

We have not classified any of the gross tax contingency reserve at June 30, 2025 in Accrued Liabilities as none of these amounts are expected to be resolved within the next 12 months.

Consequently, the entire liability of $ 0.7 million was included in Other Noncurrent Liabilities.

We expect that the amount of these liabilities will change within the next 12 months;

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

Prepaid state and local income taxes of $ 0.8 million and $ 0.6 million were included in Other Current Assets at June 30, 2026 and 2025, respectively.

Income taxes paid, net of refunds received, for the year ended June 30 were as follows:

Federal $ 30,700

State and local (1)

Income taxes paid, net of refunds received $ 33,113

(1) No individual state or local jurisdiction exceeded 5% of total income taxes paid, net of refunds received.

THE MARZETTI COMPANY AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in thousands, except per share data)

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

For each of the years ended June 30, we recognized the change in the accrual for net tax-related interest and penalties as follows:

Benefit recognized for net tax-related interest and penalties $ ( 11 ) $ ( 10 )

We had accrued interest and penalties at June 30 as follows:

Accrued interest and penalties included in the gross tax contingency reserve $ 473 $ 484

We file federal and various state and local income tax returns in the United States.

With limited exceptions, we are no longer subject to examination of U.S.

federal or state and local income taxes for years prior to 2022.

As previously disclosed, net cash payments for income taxes for each of the years ended June 30 were as follows:

Net cash payments for income taxes $ 52,515 $ 53,583

Note 9 – Business Segment Information

4 unchanged sentences

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.

We have products typically marketed in the shelf-stable section of the grocery store, which include licensed sauces and dressings, along with our own branded salad dressings and croutons.

We have products typically marketed in the shelf-stable section of the grocery store, which include licensed sauces and dressings, along with our own branded salad dressings, sauces and croutons.

Within the frozen food section of the grocery store, we sell yeast rolls and garlic breads.

4 unchanged sentences

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

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.

Finally, within this segment, we manufactured and sold certain salad dressing and sauce products under a temporary supply agreement (“TSA”) resulting from the Atlanta plant acquisition.

The TSA sales commenced in March 2025 and concluded during the quarter ended March 31, 2026.

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

5 unchanged sentences

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)

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:

9 unchanged sentences

Total net sales $ 1,929,823 $ 1,909,122 $ 1,871,759

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The following table provides an additional disaggregation of Foodservice net sales by type of customer in each of the years ended June 30:

7 unchanged sentences

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.

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

For The Year Ended June 30, 2026

3 unchanged sentences

Selling, General and Administrative Expenses 100,833 40,413

Restructuring, Impairment and Other, Net (1)

Total Segment Operating Income $ 203,669 $ 131,329 $ 334,998

Nonallocated Corporate Expenses 113,355

Nonallocated Restructuring and Impairment Charges (1)

Nonallocated Restructuring, Impairment and Other, Net (2)

Operating Income $ 238,711

Pension Settlement Charge ( 13,968 )

Interest Expense ( 1,763 )

Other, Net 5,022

Income Before Income Taxes $ 241,970

(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)

(1) Foodservice restructuring, impairment and other in 2026 resulted from the impairment of manufacturing equipment, net of a recovery through an insurance claim.

(2) Nonallocated restructuring, impairment and other in 2026 resulted from the closure of our Milpitas, California sauce and dressing manufacturing facility, including a gain of $ 18.5 million on the sale of the related real property.

For The Year Ended June 30, 2025

5 unchanged sentences

Nonallocated Corporate Expenses 97,855

Nonallocated Restructuring and Impairment Charges (1)

Nonallocated Restructuring, Impairment and Other (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 2024 resulted from our decision to exit our perimeter-of-the-store bakery product lines.

(1) Nonallocated restructuring, impairment and other 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)

For The Year Ended June 30, 2024

3 unchanged sentences

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

Restructuring and Impairment Charges (1)

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

Nonallocated Corporate Expenses 90,517

Nonallocated Restructuring, Impairment and Other (1)

Operating Income $ 199,363

1 unchanged sentence

Income Before Income Taxes $ 205,515

(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.

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

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:

11 unchanged sentences

(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.

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

The increase in Retail and Foodservice identifiable assets from June 30, 2025 to June 30, 2026 reflects the acquisition of Bachan’s.

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 reflected higher cash and equivalents.

Corporate assets consist principally of cash and equivalents and deferred software costs.

The decrease in Corporate assets from June 30, 2025 to June 30, 2026 reflects lower cash and equivalents as the Bachan’s acquisition was partially funded with cash on hand.

(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)

Our relationship with Chick-fil-A, Inc.

4 unchanged sentences

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:

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

2026 2025 2024

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

Net sales attributed to Chick-fil-A $ 575,681 $ 548,222 $ 519,818

As a percentage of consolidated net sales 30 % 29 % 28 %

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

Net sales attributed to Walmart (1)

$ 353,651 $ 367,274 $ 338,764

As a percentage of consolidated net sales (1)

18 % 19 % 18 %

(1) Net sales attributed to Walmart include sales of Chick-fil-A products that are also presented in net sales attributed to Chick-fil-A.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Note 10 – Stock-Based Compensation

Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “2015 Plan”).

As the 2015 Plan expired in November 2025, we obtained shareholder approval of The Marzetti Company 2025 Omnibus Incentive Plan (the “2025 Plan”) at our November 2025 Annual Meeting of Shareholders.

The 2025 Plan will not affect any currently outstanding equity awards granted under the 2015 Plan.

The 2025 Plan reserved 1,500,000 common shares for issuance to our employees and directors.

All awards granted under this plan will be exercisable at prices not less than fair market value as of the date of the grant.

The vesting period for awards granted under this plan varies as to the type of award granted, and the maximum term of these awards is seven years .

All awards granted under these plans will be exercisable at prices not less than fair market value as of the date of the grant.

The vesting period for awards granted under these plans varies as to the type of award granted, and the maximum term of these awards is seven years .

We recognize compensation expense over the requisite service period of the grant.

4 unchanged sentences

Our policy is to issue shares upon SSSARs exercise from new shares that had been previously authorized.

The SSSARs we granted generally vested over a 3-year period whereby one-third vested on the first anniversary of the grant date, one-third vested on the second anniversary of the grant date and one-third vested on the third anniversary of the grant date.

At June 30, 2026, there were no unvested SSSARs outstanding.

7 unchanged sentences

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

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

The following table summarizes the activity relating to SSSARs granted under the plan for the year ended June 30, 2026:

22 unchanged sentences

At June 30, 2026, there was no unrecognized compensation expense related to SSSARs.

Restricted Stock

We use periodic grants of restricted stock as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.

In 2025, 2024 and 2023, we granted shares of restricted stock to various employees under the terms of the plan.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Restricted Stock Units

In 2026, we made initial grants of restricted stock units as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.

In 2026, we granted restricted stock units to various employees under the terms of the plans.

The following table summarizes information relating to these grants:

2025 2024 2023

Restricted stock granted 38 33 29

Restricted stock units granted 41

Grant date fair value $ 7,376

Weighted average grant date fair value per award $ 178.59

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.

In 2025, 2024 and 2023, we also granted shares of restricted stock to our nonemployee directors under the terms of the plan.

The following table summarizes information relating to each of these grants:

2025 2024 2023

Restricted stock units granted to employees generally vest 3 years after the grant date.

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

In 2026, we also granted restricted stock units to our nonemployee directors under the terms of the 2025 Plan.

The following table summarizes information relating to this grant:

Nonemployee directors

Restricted stock granted 6 5 4

Restricted stock units granted 7

Grant date fair value $ 1,215

Weighted average grant date fair value per award $ 171.74

The restricted stock under these nonemployee director grants generally vests 1 year after the grant date.

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

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

Restricted stock units granted to nonemployee directors generally vest 1 year after the grant date.

All of the units granted during 2026 are expected to vest.

Dividend equivalents earned during the vesting period are paid to the directors at the time the units vest.

The following table summarizes our restricted stock units compensation expense and tax benefits recorded for the year ended June 30:

Compensation expense $ 2,336

Tax benefits $ 392

The following table summarizes the activity relating to restricted stock units granted under the plans for the year ended June 30, 2026:

Units Weighted

Average Grant

Date Fair Value

Unvested restricted stock units at beginning of year — $ —

Granted 48 $ 177.59

Forfeited ( 2 ) $ 180.75

Unvested restricted stock units at end of year 46 $ 177.44

At June 30, 2026, there was $ 4.9 million of unrecognized compensation expense related to restricted stock units that we will recognize over a weighted-average period of 2 years.

THE MARZETTI COMPANY AND SUBSIDIARIES

1 unchanged sentence

(Tabular amounts in thousands, except per share data)

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

Restricted Stock Awards

Prior to 2026, we used periodic grants of restricted stock awards as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.

In 2025 and 2024, we granted shares of restricted stock awards to various employees under the terms of the 2015 Plan.

The following table summarizes information relating to these grants:

Restricted stock awards granted 38 33

Grant date fair value $ 7,292 $ 6,076

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

The restricted stock awards 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 awards regardless of their vesting status.

In 2025 and 2024, we also granted shares of restricted stock awards to our nonemployee directors under the terms of the 2015 Plan.

The following table summarizes information relating to each of these grants:

Nonemployee directors

Restricted stock awards granted 6 5

Grant date fair value $ 1,215 $ 920

Weighted average grant date fair value per award $ 200.28 $ 165.41

The restricted stock awards under these nonemployee director grants vested 1 year after the grant date.

Dividends earned on the stock during the vesting period were paid to the directors at the time the stock vested.

At June 30, 2026, our nonemployee directors had no unvested restricted stock awards.

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

2026 2025 2024

1 unchanged sentence

Tax benefits $ 644 $ 859 $ 841

The total fair values of restricted stock vested for each of the years ended June 30 were as follows:

The total fair values of restricted stock awards vested for each of the years ended June 30 were as follows:

2026 2025 2024

Fair value of vested shares $ 4,979 $ 5,125 $ 3,287

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

The following table summarizes the activity relating to restricted stock awards granted under the plans for the year ended June 30, 2026:

Shares Weighted

1 unchanged sentence

Date Fair Value

Unvested restricted stock at beginning of year 80 $ 176.21

Unvested restricted stock awards at beginning of year 90 $ 181.33

Granted — $ —

1 unchanged sentence

Forfeited ( 3 ) $ 189.94

Unvested restricted stock at end of year 90 $ 181.33

At June 30, 2025, there was $ 7.1 million of unrecognized compensation expense related to restricted stock that we will recognize over a weighted-average period of 2 years.

Unvested restricted stock awards at end of year 57 $ 188.10

At June 30, 2026, there was $ 2.6 million of unrecognized compensation expense related to restricted stock awards that we will recognize over a weighted-average period of 1 year.

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Performance Units

Beginning in 2022, we use periodic grants of performance units as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.

We use periodic grants of performance units as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.

These performance units are based on two performance metrics, with equal weightings, as follows:

1 unchanged sentence

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

These performance units generally 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.

13 unchanged sentences

Volatility factor of the expected market price of our common stock 29.10 % 26.40 % 24.60 %

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 $ 342 $ 321 $ 620

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

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

Payout of revenue-based performance units 135 % 174 %

10 unchanged sentences

Unvested performance units at end of year 71 $ 200.89

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

At June 30, 2026, there was $ 5.1 million of unrecognized compensation expense related to performance units that we will recognize over a weighted-average period of 2 years.

8 unchanged sentences

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:

Weighted-average assumption as of June 30

Discount rate 5.23 %

The net periodic benefit costs were determined utilizing the following beginning-of-the-year assumptions:

2025 2024 2023

Prior to the termination of the merged plan discussed above, the net periodic benefit costs were determined utilizing the following beginning-of-the-year assumptions:

Discount rate 5.23 % 5.18 %

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

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

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:

Asset Category Level 1 Level 2 Level 3 Total

Cash and equivalents $ 53 $ — $ — $ 53

Money market funds 1,459 — — 1,459

Mutual funds fixed income 19,242 — — 19,242

Mutual funds equity 7,262 — — 7,262

Total $ 28,016 $ — $ — $ 28,016

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:

11 unchanged sentences

Fair value of plan assets at end of year $ —

Funded status - net prepaid benefit cost $ — $ 1,541

Amounts recognized in the Consolidated Balance Sheets consist of

Prepaid benefit cost (Other Noncurrent Assets) $ — $ 1,886

Accrued benefit liability (Other Noncurrent Liabilities) — ( 345 )

Net amount recognized $ — $ 1,541

Accumulated benefit obligation $ — $ 26,475

The following table discloses, in the aggregate, those plans with benefit obligations in excess of the fair value of plan assets at the June 30 measurement date:

Benefit obligations $ — $ 4,301

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:

Net actuarial loss $ — $ 12,713

Income taxes — ( 2,971 )

Total $ — $ 9,742

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

4 unchanged sentences

Net periodic benefit cost $ 14,253 $ 640

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Note 12 – Defined Contribution and Other Employee Plans

10 unchanged sentences

(1) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (3) if a participating employer chooses to stop participating in the multiemployer plan, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Our participation in this multiemployer pension plan for the three years ended June 30, 2025 is reflected in the following table.

All information in the table is as of December 31 of the relevant year, except contributions which are based on our fiscal year, or except as otherwise noted.

The EIN/PN column provides the Employer Identification Number (“EIN”) and the Plan Number (“PN”).

The pension protection act zone status is based on information that we received from the plan.

Among other factors, generally, plans in critical status (red zone) are less than 65 percent funded, plans in endangered or seriously endangered status (yellow zone or orange zone, respectively) are less than 80 percent funded, and plans at least 80 percent funded are said to be in the green zone.

The FIP/RP status pending/implemented column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented by the trustees of each plan.

There have been no significant changes that affect the comparability of 2025, 2024 or 2023 contributions.

Pension Protection

Act Zone Status Fiscal Year

Contributions

Plan Name EIN/PN 2024 2023 FIP/RP Status

Implemented 2025 2024 2023 Surcharge

Imposed Expiration

Western Conference of Teamsters Pension Plan 916145047 -

$ 277 $ 215 $ 250 No

THE MARZETTI COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands, except per share data)

Under this multiemployer plan and one additional multiemployer plan, we also contribute amounts for health and welfare benefits that are defined by each plan.

We did not participate in any individually significant multiemployer plans that provide pension benefits in the three years ended June 30, 2026.

In the three years ended June 30, 2026, we contributed amounts to two multiemployer plans that provide health and welfare benefits.

These benefits are not vested.

3 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 in 2025, 2024 and 2023.

Our contributions totaled $ 0.8 million, $ 1.0 million and $ 1.0 million in 2026, 2025 and 2024, respectively.

Deferred Compensation Plan

5 unchanged sentences

Liability for deferred compensation and accrued interest $ 5,216 $ 4,607

Deferred compensation expense for each of the years ended June 30 was as follows:

2025 2024 2023

Deferred compensation expense $ 345 $ 387 $ 311

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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