18 unchanged sentences
Management has concluded that our internal control over financial reporting was effective as of the end of the most recent year.
+Added: On May 1, 2026, we acquired Bachan’s.
+Added: As allowed by the SEC guidance, we have excluded this business from our assessment of internal control over financial reporting due to the proximity of the acquisition date to the date of our assessment.
+Added: The total assets (including goodwill and intangible assets) and net sales of Bachan’s represent 27% and less than 1% of consolidated total assets and net sales as of and for the year ended June 30, 2026, respectively.
Our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm.
4 unchanged sentences
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of The Marzetti Company (formerly Lancaster Colony Corporation) and subsidiaries (the “Company”) as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: We have audited the internal control over financial reporting of The Marzetti Company and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO .
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2026, of the Company and our report dated August 25, 2026, expressed an unqualified opinion on those financial statements.
+Added: As described in the Report of Management, management excluded from its assessment the internal control over financial reporting at Bachan’s, Inc., which was acquired on May 1, 2026, and whose financial statements constitute 27% and less than 1% of consolidated total assets and net sales, respectively, as of and for the year ended June 30, 2026.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Bachan’s, Inc.
Basis for Opinion
30 unchanged sentences
As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and anyone employed by or associated with The Marzetti Company, which we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.
−Removed: A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
+Added: Our Insider Trading Policy is incorporated by reference as Exhibit 19 to this Annual Report on Form 10-K.
Executive Compensation
27 unchanged sentences
Second Amended and Restated Regulations of The Marzetti Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (000-04065), filed June 30, 2025).
−Removed: Specimen Certificate of Common Stock
−Removed: Description of Common Stock
+Added: Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K (000-04065), filed August 21, 2025).
+Added: Description of Common Stock (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K (000-04065), filed August 21, 2025).
Credit Agreement dated as of March 6, 2024 among Lancaster Colony Corporation, the Lenders, The Huntington National Bank as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed March 8, 2024).
+Added: First Amendment to Credit Agreement dated as of March 4, 2026 among The Marzetti Company, The Huntington National Bank and Bank of America, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A.
+Added: as Administrative Agent and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed March 9, 2026).
Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (000-04065), filed September 26, 2000).
1 unchanged sentence
Lancaster Colony Corporation 2005 Executive Employee Deferred Compensation Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K (000-04065), filed February 25, 2005).
+Added: The Marzetti Company 2025 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement (000-04065), filed October 20, 2025).
Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement (000-04065), filed October 9, 2015).
−Removed: Form of Restricted Stock Award Agreement for Directors under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (000-04065), filed November 17, 2015).
−Removed: Form of Stock Appreciation Rights Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed May 5, 2020).
Number Description
+Added: Form of Restricted Stock Unit Award Agreement for Directors under The Marzetti Company 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (000-04065), filed November 20, 2025).
+Added: Form of Restricted Stock Unit Award Agreement for Employees and Consultants under The Marzetti Company 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (000-04065), filed November 20, 2025).
+Added: Form of Restricted Stock Unit Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed November 4, 2025).
+Added: Form of Stock Appreciation Rights Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed May 5, 2020).
Form of Restricted Stock Award Agreement for Employees and Consultants under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed November 2, 2023).
9 unchanged sentences
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed November 15, 2018).
−Removed: Confidential Severance Agreement and General Release, effective December 3, 2024, between T.
−Removed: Marzetti Company and Carl R.
−Removed: Stealey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed December 6, 2024).
−Removed: The Marzetti Company Insider Trading Policy.
+Added: The Marzetti Company Amended and Restated Insider Trading Policy and Blackout Restrictions (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K (000-04065), filed August 21, 2025).
Subsidiaries of Registrant.
11 unchanged sentences
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Number Description
104* The cover page of The Marzetti Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in Inline XBRL (included within Exhibit 101 attachments)
28 unchanged sentences
Director August 21, 2026
+Added: /s/ GREGORY L.
+Added: HUGHES Director August 19, 2026
/s/ MICHAEL H.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.