What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-04-28 · 338 added, 131 removed, 653 unchanged (42% of the section changed)

4 unchanged sentences

(in millions, except share data and per share data, and unaudited)

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Sales $ 3,700 $ 3,786 $ 7,500 $ 7,558

5 unchanged sentences

Interest expense, net 8 11 16 22

Non-operating losses 1 6

Non-operating (gains) losses ( 17 ) ( 4 ) ( 16 ) 2

Income before income taxes 299 254 623 558

Income tax expense 64 62 135 134

Loss from equity method investments 2 5

(Income) loss from equity method investments ( 4 ) 3 ( 2 ) 8

Net income 239 188 489 415

12 unchanged sentences

(in millions and unaudited)

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Net income $ 239 $ 188 $ 489 $ 415

46 unchanged sentences

5,000,000,000 shares authorized;

393,477,263 shares issued and outstanding as of March 29, 2026 and 393,112,711 shares issued and outstanding as of December 28, 2025

393,760,231 shares issued and outstanding as of June 28, 2026 and 393,112,711 shares issued and outstanding as of December 28, 2025

Additional paid-in capital 3,296 3,338

8 unchanged sentences

(in millions and unaudited)

Three Months Ended

2026 March 30,

Six Months Ended

2026 June 29,

Cash flows from operating activities:

Net income $ 489 $ 415

Adjustments to reconcile net income to net cash flows used in operating activities:

Adjustments to reconcile net income to net cash flows from operating activities:

Depreciation and amortization 169 165

1 unchanged sentence

Other ( 18 ) ( 27 )

Net cash flows used in operating activities ( 65 ) ( 166 )

Net cash flows from operating activities 204 108

Cash flows from investing activities:

2 unchanged sentences

Cash receipts on notes receivable 29 2

Other — ( 3 )

Net cash flows used in investing activities ( 150 ) ( 171 )

Cash flows from financing activities:

Payment of dividends ( 246 ) ( 197 )

Net proceeds from issuance of common stock — 236

11 unchanged sentences

Three Months Ended

March 29, 2026

June 28, 2026

Shares of Common Stock Additional

3 unchanged sentences

Shareholders’

Balance, March 29, 2026 393,477,263 $ 3,292 $ 3,897 $ ( 325 ) $ 6,864

Stock compensation expense — 6 — — 6

Settlement of stock options and restricted stock units 282,968 5 — — 5

Adjustment to redeemable noncontrolling interests — ( 7 ) — — ( 7 )

Dividends declared ($ 0.3125 per share)

— — ( 124 ) — ( 124 )

Comprehensive income attributable to Smithfield:

Net income — — 238 — 238

Other comprehensive income, net of tax — — — 21 21

Balance, June 28, 2026 393,760,231 $ 3,296 $ 4,012 0 $ ( 304 ) $ 7,004

Three Months Ended

June 29, 2025

Shares of Common Stock Additional

Comprehensive

Shareholders’

Balance, March 30, 2025 393,112,711 $ 3,325 $ 3,308 $ ( 408 ) $ 6,225

Adjustment to redeemable noncontrolling interests — 14 — — 14

Stock compensation expense — 2 — — 2

Dividends declared ($ 0.2500 per share)

— — ( 99 ) — ( 99 )

Other — ( 6 ) — — ( 6 )

Comprehensive income attributable to Smithfield:

Net income — — 188 — 188

Other comprehensive loss, net of tax — — — ( 23 ) ( 23 )

Balance, June 29, 2025 393,112,711 $ 3,335 $ 3,398 $ ( 432 ) $ 6,301

Six Months Ended

June 28, 2026

Shares of Common Stock Additional

Comprehensive

Shareholders’

Balance, December 28, 2025 393,112,711 $ 3,338 $ 3,776 $ ( 314 ) $ 6,801

Stock compensation expense — 8 — 8

Settlement of restricted stock units 544,464 1 ( 1 ) — —

Settlement of stock options and restricted stock units 827,432 6 ( 1 ) — 5

Withholding tax on settlement of restricted stock units ( 179,912 ) ( 4 ) — — ( 4 )

2 unchanged sentences

— — ( 247 ) — ( 247 )

Comprehensive income:

Net income attributable to Smithfield — — 246 — 246

Other comprehensive loss, net of tax — — — ( 11 ) ( 11 )

Balance, March 29, 2026 393,477,263 $ 3,292 $ 3,897 0 $ ( 325 ) $ 6,864

Three Months Ended

March 30, 2025

Comprehensive income attributable to Smithfield:

Net income — — 484 484

Other comprehensive income, net of tax — — — 9 9

Balance, June 28, 2026 393,760,231 $ 3,296 $ 4,012 0 $ ( 304 ) $ 7,004

Six Months Ended

June 29, 2025

Shares of Common Stock Additional

7 unchanged sentences

— — ( 197 ) — ( 197 )

Comprehensive income:

Net income attributable to Smithfield — — 224 — 224

Other — ( 6 ) — — ( 6 )

Comprehensive income attributable to Smithfield:

Net income — — 412 — 412

Other comprehensive income, net of tax — — — 20 20

Balance, March 30, 2025 393,112,711 $ 3,325 $ 3,308 $ ( 408 ) $ 6,225

Balance, June 29, 2025 393,112,711 $ 3,335 $ 3,398 0 $ ( 432 ) $ 6,301

See Notes to Condensed Consolidated Financial Statements

22 unchanged sentences

Our elected fiscal year is the 52-week or 53-week period which ends on the Sunday nearest to December 31.

Each of the first quarters of fiscal years 2026 and 2025, which ended on March 29, 2026 and March 30, 2025, respectively, consisted of 13 weeks.

Each of the second quarters of fiscal years 2026 and 2025, which ended on June 28, 2026 and June 29, 2025, respectively, consisted of 13 weeks.

Each of the first halves of fiscal years 2026 and 2025 consisted of 26 weeks.

Principles of Consolidation

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All accounts under this structure are netted and presented in either cash and cash equivalents or accounts payable on the condensed consolidated balance sheet depending on whether the net balance is positive or in an overdraft position.

As of March 29, 2026 and December 28, 2025, the net overdraft balances were $ 32 million and $ 29 million, respectively, which were presented in accounts payable on the condensed consolidated balance sheets.

As of June 28, 2026 and December 28, 2025, the net overdraft balances were $ 23 million and $ 29 million, respectively, which were presented in accounts payable on the condensed consolidated balance sheets.

Recently Issued Accounting Pronouncements

2 unchanged sentences

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which simplifies the estimation of credit losses on current accounts receivable and contract assets arising from transactions accounted for under ASC 606.

The update was adopted and applied to assets within its scope in this Quarterly Report on Form 10-Q on a prospective basis.

We adopted the update in the first quarter of 2026.

The standard did not impact our financial position, results of operations or cash flows.

3 unchanged sentences

The new guidance is intended to provide investors with more disaggregated information about certain line items presented in the consolidated statement of income.

The update is effective for our annual report on Form 10-K for fiscal year 2027, with early adoption permitted.

The update is effective for our annual report on Form 10-K for fiscal year 2027 and subsequent interim periods, with early adoption permitted.

The new disclosures are required to be applied prospectively with an option for retrospective application.

The standard will not impact our financial position, results of operations or cash flows.

The update will not impact our financial position, results of operations or cash flows.

In May 2025, the FASB issued ASU 2025-03 Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which aims to improve consistency in identifying the accounting acquirer in business combinations involving VIEs.

The update is effective for our annual report on Form 10-K for fiscal year 2027, with early adoption permitted.

The update is effective for fiscal year 2027, including interim periods within that fiscal year, with early adoption permitted.

Once adopted, this update will be applied prospectively to transactions within the scope of the guidance.

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We do not expect the adoption of this update to have a material impact on our financial position, results of operations, or cash flows.

In May 2026, the FASB issued ASU 2026‑02 Environmental Credits and Environmental Credit Obligations (Topic 818) , which establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations.

The update is effective for fiscal year 2028, including interim periods within that fiscal year, with early adoption permitted.

We do not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows.

REPORTABLE SEGMENTS

10 unchanged sentences

Packaged Meats, Fresh Pork and Hog Production.

We also conduct operations through two other operating segments, Mexico and Bioscience, which are aggregated and reported as “Other.”

We also conduct operations through our Mexico and Bioscience operating segments, which are aggregated and reported as “Other.”

Packaged Meats

The Packaged Meats segment consists of our U.S.

operations that process fresh meat into a wide variety of packaged meats products, including bacon, sausage, hot dogs, deli and lunch meats, dry sausage products (such as pepperoni and genoa salami), ham products, ready-to-eat products and prepared foods (such as pre-cooked entrees, bacon and sausage).

Approximately 80 % of the Packaged Meats segment’s raw materials are sourced from our Fresh Pork segment.

15 unchanged sentences

Three Months Ended

March 29, 2026

June 28, 2026

Packaged Meats Fresh Pork Hog Production Other (1)

9 unchanged sentences

Interest expense, net 8 8

Non-operating losses 1 1

Non-operating gains ( 17 ) ( 17 )

Income before income taxes $ 299

3 unchanged sentences

Three Months Ended

March 30, 2025

June 29, 2025

Packaged Meats Fresh Pork Hog Production Other (1)

9 unchanged sentences

Interest expense, net 11 11

Non-operating gains ( 4 ) ( 4 )

Income before income taxes $ 254

Other segment data:

Depreciation and amortization $ 33 $ 28 $ 14 $ 7 $ — $ 1 $ — $ 82

Capital expenditures 38 23 13 2 2 — — 78

________________

(1) Consists of our Mexico and Bioscience operations.

Our Mexico operations raise hogs and produce pork products that are sold primarily to customers in Mexico.

Our Bioscience operations use raw materials from hogs that we harvest to manufacture heparin products, including an active pharmaceutical ingredient that mitigates the risk of blood clots.

(2) Represents general corporate expenses for management and administration of the business.

(3) We do not allocate certain items to our operating segments, such as litigation charges, exit and disposal costs, insurance recoveries, gains and losses on the sale of property, plant and equipment and other assets, accelerated depreciation, and employee termination benefits, among others.

Six Months Ended

June 28, 2026

Packaged Meats Fresh Pork Hog Production Other (1)

Corporate (2)

Unallocated (3)

Intersegment Consolidated

(in millions)

Sales $ 4,172 $ 4,020 $ 1,541 $ 327 $ — $ — $ ( 2,559 ) $ 7,500

Cost of sales 3,447 3,848 1,453 305 — 17 ( 2,559 ) 6,510

Selling, general and administrative expenses 184 79 20 13 53 22 — 371

Operating gains — — — — — ( 4 ) — ( 4 )

Operating profit (loss) 540 92 68 10 ( 53 ) ( 35 ) — 623

Interest expense, net 16 16

Non-operating gains ( 16 ) ( 16 )

Income before income taxes $ 623

Other segment data:

Depreciation and amortization $ 67 $ 55 $ 27 $ 14 $ 1 $ 5 $ — $ 169

Capital expenditures 78 58 19 3 7 — — 165

Six Months Ended

June 29, 2025

Packaged Meats Fresh Pork Hog Production Other (1)

Corporate (2)

Unallocated (3)

Intersegment Consolidated

(in millions)

Sales $ 4,103 $ 4,114 $ 1,772 $ 224 $ — $ — $ ( 2,656 ) $ 7,558

Cost of sales 3,356 3,911 1,727 191 — 20 ( 2,656 ) 6,549

Selling, general and administrative expenses 180 86 22 12 55 111 — 465

Operating gains — — — — — ( 39 ) — ( 39 )

Operating profit (loss) 567 117 23 22 ( 55 ) ( 92 ) — 582

Interest expense, net 22 22

Non-operating losses 2 2

4 unchanged sentences

________________

(1) Includes our Mexico and Bioscience operations.

(1) Consists of our Mexico and Bioscience operations.

Our Mexico operations raise hogs and produce pork products that are sold primarily to customers in Mexico.

4 unchanged sentences

Three Months Ended

March 29, 2026

June 28, 2026

Foodservice (2)

11 unchanged sentences

Three Months Ended

March 30, 2025

June 29, 2025

Foodservice (2)

18 unchanged sentences

(5) Includes sales of grain, oilseeds, feed, breeding stock and market hogs, among others, in addition to external sales from our Mexico and Bioscience operations.

(6) Includes external sales from our Mexico operations of $ 169 million and $ 99 million for the three months ended March 29, 2026 and March 30, 2025, respectively.

(6) Includes external sales from our Mexico operations of $ 151 million and $ 114 million for the second quarters of 2026 and 2025, respectively.

All other external sales are sourced from our U.S.

(7) Includes our Mexico and Bioscience operations.

(7) Consists of our Mexico and Bioscience operations.

Six Months Ended

June 28, 2026

Foodservice (2)

Industrial (4)

Other / Unallocated (5)

Total External Sales (6)

Intersegment Consolidated

(in millions)

Packaged Meats $ 2,615 $ 1,286 $ 44 $ 213 $ 14 $ 4,172 $ — $ 4,172

Fresh Pork 1,028 155 776 530 1 2,491 1,529 4,020

Hog Production — — — — 510 510 1,030 1,541

— — — — 327 327 — 327

Intersegment — — — — — — ( 2,559 ) ( 2,559 )

Total $ 3,643 $ 1,442 $ 820 $ 743 $ 853 $ 7,500 $ — $ 7,500

Six Months Ended

June 29, 2025

Foodservice (2)

Industrial (4)

Other / Unallocated (5)

Total External Sales (6)

Intersegment Consolidated

(in millions)

Packaged Meats $ 2,562 $ 1,275 $ 43 $ 215 $ 9 $ 4,103 $ — $ 4,103

Fresh Pork 1,017 131 832 532 4 2,517 1,597 4,114

Hog Production — — — — 714 714 1,059 1,772

— — — — 224 224 — 224

Intersegment — — — — — — ( 2,656 ) ( 2,656 )

Total $ 3,579 $ 1,406 $ 875 $ 747 $ 950 $ 7,558 $ — $ 7,558

________________

(1) Includes national and regional retailers in the U.S.

such as grocery supermarket chains, independent grocers and club stores.

(2) Includes foodservice distributors, fast food and other restaurant operators, hotel chains and other institutional customers in the U.S.

(3) Includes exports from the U.S.

to international retailers and wholesale distributors primarily in North America, Asia, Latin America and other emerging markets.

(4) Includes sales to industrial customers who use our raw materials in their finished goods production, including prepared meals, pharmaceutical production and pet food.

(5) Includes sales of grain, oilseeds, feed, breeding stock and market hogs, among others, in addition to external sales from our Mexico and Bioscience operations.

(6) Includes external sales from our Mexico operations of $ 320 million and $ 212 million for the first halves of 2026 and 2025, respectively.

All other external sales are sourced from our U.S.

(7) Consists of our Mexico and Bioscience operations.

PENDING ACQUISITION

Nathan’s Famous

Nathan’s Famous, Inc.

On January 20, 2026, we entered into an agreement to acquire all of the issued and outstanding shares of Nathan’s Famous, Inc.

4 unchanged sentences

The license is scheduled to expire in March 2032.

Completion of the transaction remains contingent upon meeting several conditions specified in the merger agreement.

These include securing approval from the holders of a majority of Nathan’s outstanding common stock, obtaining clearance from the Committee on Foreign Investment in the United States (“CFIUS”), and fulfilling other standard closing requirements.

However, given the impact of the partial government shutdown on statutory deadlines for CFIUS’s review process, our anticipated closing timeline has shifted, and we now expect the transaction to close in the second half of 2026.

OPERATING GAINS AND NON-OPERATING LOSSES

Completion of the transaction remains contingent upon meeting several conditions specified in the merger agreement, which include securing approval from the holders of a majority of Nathan’s outstanding common stock, obtaining clearance from the Committee on Foreign Investment in the United States, and fulfilling other standard closing requirements.

We expect the transaction to close in the second half of 2026.

OPERATING GAINS AND NON-OPERATING (GAINS) LOSSES

The following table provides details of operating (gains) and non-operating (gains) losses.

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

(in millions)

Operating gains:

Gain on disposal of assets $ ( 1 ) $ ( 2 )

Gains on disposal of assets $ ( 2 ) $ ( 1 ) $ ( 3 ) $ ( 3 )

Insurance recoveries (1)

— ( 29 ) — ( 35 )

Other operating gains ( 1 ) ( 1 ) ( 1 ) ( 1 )

Operating gains $ ( 3 ) $ ( 30 ) $ ( 4 ) $ ( 39 )

Non-operating losses:

Loss on assets held in rabbi trusts (2)

Non-operating (gains) losses:

Gains on assets held in rabbi trusts (2)

$ ( 15 ) $ ( 8 ) $ ( 13 ) $ ( 6 )

Net pension and postretirement benefits cost (3)

Other non-operating gains ( 3 ) — ( 4 ) —

Non-operating losses

Non-operating (gains) losses

$ ( 17 ) $ ( 4 ) $ ( 16 ) $ 2

(1) Consists of a gain recognized in connection with a settlement of an insurance claim associated with property damage.

________________

(1) Consists of a gain recognized in the second quarter of 2025 related to the settlement of a claim against an insurance carrier for losses incurred in connection with past litigation and a gain recognized in the first quarter of 2025 in connection with a settlement of an insurance claim associated with property damage.

See “Note 18:

7 unchanged sentences

The decision to close the Springfield facility is part of the Company’s ongoing efforts to optimize its manufacturing footprint and improve operational and cost efficiencies.

In the first quarter of 2026, we recognized $ 2 million in accelerated depreciation and employee termination benefits in cost of sales in the condensed consolidated statement of income.

We expect to recognize additional charges associated with the exit of the facility totaling approximately $ 8 million over the second and third quarters of fiscal year 2026.

During the second quarter and first half of 2026, we recognized $ 3 million and $ 6 million, respectively, in accelerated depreciation and employee termination benefits in cost of sales in the condensed consolidated statement of income.

The lease terminates in March 2027 and we expect to recognize an additional $ 4 million in exit costs through the termination date.

Administrative Process Optimization

1 unchanged sentence

As part of this initiative, we will employ new and advanced technologies, including artificial intelligence and robotic process automation, that will allow us to drive significant improvements in operational efficiency and productivity.

As a result of this initiative, we recognized $ 1 million in restructuring costs in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of income in the first quarter of fiscal year 2026 and anticipate additional one-time restructuring costs totaling approximately $ 10 million for the remainder of fiscal year 2026.

As a result of this initiative, during the second quarter and first half of 2026, we recognized $ 4 million and $ 5 million, respectively, in restructuring costs in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of income and anticipate additional one-time restructuring costs totaling approximately $ 5 million for the remainder of fiscal year 2026.

Office Closures

In the second quarter of 2025, we announced a plan to close our satellite offices in Lisle, Illinois and Kansas City, Missouri and move work performed at those locations to our headquarters in Smithfield, Virginia.

As a result, we estimated and accrued $ 4 million of employee termination benefit costs in SG&A in the consolidated statement of income in the second quarter of 2025 for personnel who are not expected to relocate.

Subsequent office closure costs were not material.

Workforce Reduction

1 unchanged sentence

We eliminated certain corporate and plant positions and recognized employee termination benefit costs totaling $ 9 million in the condensed consolidated statement of income in the first quarter of 2025 with $ 6 million classified in SG&A and $ 2 million classified in cost of sales.

EMPLOYEE RETENTION TAX CREDITS

The Coronavirus Aid, Relief, and Economic Security Act was signed into law in March 2020, which provided, among other things, an employee retention tax credit to eligible employers who paid qualified wages to employees during the pandemic.

The employee retention tax credit represents a government grant.

Our policy is to recognize government grants when they are reasonably assured of receipt.

We recognized employee retention tax credits totaling $ 10 million in cost of sales in the condensed consolidated statement of income in the second quarter of 2025 after concluding the recognition threshold had been met.

ACCOUNTS RECEIVABLE

Accounts receivable, net is comprised of both receivables from contracts with customers and other receivables.

Our receivables from contracts with customers totaled $ 1,021 million and $ 963 million as of March 29, 2026 and December 28, 2025, respectively.

Our receivables from contracts with customers totaled $ 969 million and $ 963 million as of June 28, 2026 and December 28, 2025, respectively.

We monitor the credit risk associated with our accounts receivable and establish an allowance for credit losses expected to be incurred over the life of the receivable, which is recorded net of this allowance.

6 unchanged sentences

Livestock 720 715

Grains 178 241

Maintenance parts 133 125

6 unchanged sentences

We hedge these commodities when we determine conditions are appropriate to mitigate price risk.

While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also reduces the risk of loss from adverse changes in raw material prices.

While this hedging

may limit our ability to participate in gains from favorable commodity fluctuations, it also reduces the risk of loss from adverse changes in raw material prices.

We attempt to closely match the commodity contract terms with the hedged item.

17 unchanged sentences

Additionally, certain of our derivative contracts contain credit risk-related contingent features, which would require us to post additional cash collateral to cover net losses on open derivative instruments if our credit rating were sufficiently downgraded.

As of March 29, 2026, the net liability position of our open derivative instruments subject to credit risk-related contingent features was not material.

As of June 28, 2026, the net liability position of our open derivative instruments subject to credit risk-related contingent features was not material.

The size and mix of our derivative portfolio vary from time to time based upon our analysis of current and future market conditions.

2 unchanged sentences

2026 December 28,

2025 March 29,

2025 June 28,

2026 December 28,

4 unchanged sentences

Commodity contracts 5 2 7 1

Foreign exchange contracts 1 — — —

Total fair value of derivative instruments $ 44 $ 28 $ 31 $ 3

The following tables reconcile the gross amounts of derivative assets and liabilities to the net amounts presented in our condensed consolidated balance sheets and the related effects of cash collateral under netting arrangements that provide a legal right of offset of assets and liabilities.

March 29, 2026

June 28, 2026

Gross Amount of Derivative Assets/ Liabilities Netting of Derivative Assets/ Liabilities Net Derivative Assets/Liabilities Netting of Derivative and Cash Collateral Net Amount Presented in the Condensed Consolidated Balance Sheet (1)

1 unchanged sentence

Commodity contracts $ 44 $ ( 22 ) $ 21 $ 7 $ 29

Foreign exchange contracts 1 — 1 — 1

Total $ 24 $ ( 21 ) $ 3 $ 18 $ 22

Commodity contracts $ 31 $ ( 22 ) $ 9 $ ( 6 ) $ 3

________________

(1) Net derivative assets are recorded in prepaid expenses and other current assets.

Net derivative liabilities are recorded in accrued expenses and other current liabilities.

These balances include $ 19 million of cash collateral paid to and held by our brokers, $ 18 million of which represents initial margin.

(1) Net assets are recorded in prepaid expenses and other current assets.

Net liabilities are recorded in accrued expenses and other current liabilities.

These balances include $ 17 million in excess collateral paid to and held by our brokers, which represents initial margin that exceeded the value of related open derivative positions.

December 28, 2025

4 unchanged sentences

________________

(1) Net derivative assets are recorded in prepaid expenses and other current assets and include $ 7 million of cash collateral paid to and held by our brokers, which represents the initial margin, and $ 4 million of cash collateral paid to and held by us.

Net derivative liabilities are recorded in accrued expenses and other current liabilities.

(1) Net assets are recorded in prepaid expenses and other current assets.

Net liabilities are recorded in accrued expenses and other current liabilities.

These balances include $ 7 million in excess collateral paid to and held by our brokers, which represents the initial margin that exceeded the value of related open derivative position.

Hedge Accounting Method

3 unchanged sentences

Lastly, we enter into foreign exchange contracts to manage our exposure to the variability in expected future cash flows attributable to changes in foreign exchange rates associated with the forecasted purchase or sale of assets denominated in foreign currencies.

As of March 29, 2026, substantially all of our commodity-related cash flow hedges were for transactions forecasted through August 2026.

As of March 29, 2026, the notional volumes associated with open derivative instruments designated in cash flow hedging relationships were as follows:

As of June 28, 2026, substantially all of our commodity-related cash flow hedges were for transactions forecasted through December 2026.

As of June 28, 2026, the notional volumes associated with open derivative instruments designated in cash flow hedging relationships were as follows:

Volume Metric

4 unchanged sentences

Diesel 504,000 Gallons

The following table presents the effects on our condensed consolidated financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the periods indicated:

The following tables present the effects on our condensed consolidated financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the periods indicated:

Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings

Three Months Ended Three Months Ended

2026 March 30,

2025 March 29,

2026 March 30,

2026 June 29,

2025 June 28,

2026 June 29,

(in millions)

Commodity contracts $ 31 $ ( 82 ) $ 30 $ ( 3 )

Deferred losses on closed derivative contracts included in accumulated other comprehensive loss as of March 29, 2026 and March 30, 2025 were not material.

We are unable to estimate the amount of deferred gains or losses

related to open derivative contracts to be reclassified into earnings within the next twelve months as their values are subject to change.

Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings

Six Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

(in millions)

Commodity contracts $ 22 $ ( 38 ) $ 34 $ ( 14 )

Interest rate swaps — — ( 1 ) ( 1 )

Total $ 22 $ ( 38 ) $ 34 $ ( 14 )

Deferred gains on closed derivative contracts included in accumulated other comprehensive loss as of June 28, 2026 were not material.

We are unable to estimate the amount of deferred gains or losses related to open derivative contracts to be reclassified into earnings within the next twelve months as their values are subject to change.

Fair Value Hedges

We enter into derivative instruments (primarily futures contracts) that are designed to hedge changes in the fair value of firm commitments to buy grains and hogs.

As of March 29, 2026, the notional volumes associated with open derivative instruments designated in fair value hedging relationships were as follows:

As of June 28, 2026, the notional volumes associated with open derivative instruments designated in fair value hedging relationships were as follows:

Volume Metric

2 unchanged sentences

Soybeans 1,485,000 Bushels

The carrying values of hedged firm commitments designated in fair value hedge relationships as of March 29, 2026 and December 28, 2025 were not material.

The carrying value of hedged firm commitments designated in fair value hedge relationships as of June 28, 2026 was $ 6 million, which is classified in accrued expenses and other current liabilities on the condensed consolidated balance sheet.

The carrying value as of December 28, 2025 was not material.

When the underlying inventories are acquired, the hedge relationship is discontinued and the fair value hedge adjustment is reclassified to inventories.

The amount of fair value hedge gains remaining in inventories for which hedge accounting has been discontinued were not material as of March 29, 2026 and December 28, 2025.

As of June 28, 2026 and December 28, 2025, the amounts of fair value hedge gains remaining in inventories for which hedge accounting has been discontinued were not material.

Mark-to-Market Method

As of March 29, 2026, the notional volumes associated with open derivative instruments using the “mark-to-market” method were as follows:

As of June 28, 2026, the notional volumes associated with open derivative instruments using the “mark-to-market” method were as follows:

Volume Metric

4 unchanged sentences

Soybeans 205,000 Bushels

Wheat 295,000 Bushels

Natural gas 109,000 Million BTU

3 unchanged sentences

The following table presents the effect of derivatives on the condensed consolidated statements of income for the periods indicated.

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

(in millions)

2 unchanged sentences

Mark-to-market — commodity contracts

Total derivative loss recognized in sales ( 5 ) ( 2 )

7 ( 20 ) 3 ( 13 )

Total derivative gain (loss) recognized in sales 33 ( 25 ) 27 ( 27 )

Cost of sales:

5 unchanged sentences

Mark-to-market — commodity contracts

( 2 ) 4 ( 7 ) 8

Total derivative gain recognized in cost of sales 6 4 6 8

Selling, general and administrative expenses:

Mark-to-market — foreign currency contracts

1 ( 1 ) 1 ( 1 )

Interest expense:

Cash flow hedging — interest rate contracts

— — ( 1 ) ( 1 )

Total derivative gain (loss) $ 39 $ ( 23 ) $ 34 $ ( 22 )

9 unchanged sentences

We account for Murphy Family Farms and VisionAg under the equity method of accounting as we have the ability to exercise significant influence over operating and financial policies through our ownership interest and representation on the boards of directors, respectively.

During the second quarter of 2026, we entered into two master lease agreements to lease 18 hog production farms to contract growers for Murphy Family Farms.

The lease of four farms under these agreements commenced during the second quarter of 2026, with the lease of the remaining 14 farms to commence at various dates through the end of fiscal year 2026.

The leases have terms of 10 years with aggregate expected payments totaling $ 79 million, which includes amounts associated with purchase options that are reasonably certain to be exercised.

We accounted for the lease of the four farms that commenced during the second quarter of 2026 as sales-type leases.

Accordingly, we derecognized the underlying farm assets, previously classified within property, plant and equipment on the condensed consolidated balance sheet, and recognized a $ 14 million net investment in leased assets, classified within other assets on the condensed consolidated balance sheet.

The resulting gain recognized in the second quarter of 2026 was not material.

Our effective tax rate decreased to 21.3 % for the second quarter of 2026, compared to 24.6 % for the same period in 2025, and to 21.8 % for the first half of 2026, compared to 24.0 % for the first half of 2025.

These decreases were primarily driven by favorable tax settlements recognized in the second quarter of 2026.

PENSION AND OTHER RETIREMENT PLANS

The following table presents the components of the net periodic pension cost for the periods indicated.

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

(in millions)

4 unchanged sentences

Net periodic pension cost $ 3 $ 7 $ 6 $ 14

The components of net periodic pension cost other than service cost, which is included in operating profit, are included in non-operating losses in the condensed consolidated statements of income.

The components of net periodic pension cost other than service cost, which is included in operating profit, are included in non-operating (gains) losses in the condensed consolidated statements of income.

REDEEMABLE NONCONTROLLING INTERESTS

Certain noncontrolling interest holders have the right to exercise a put option that would obligate us to redeem a portion or all of their interest.

These noncontrolling interests are classified as redeemable noncontrolling interests outside of equity on our condensed consolidated balance sheets.

At the end of each period we adjust the value of redeemable noncontrolling interests, if necessary, to the redemption value (as defined in the subsidiary’s operating agreement) through additional paid-in capital.

The following table presents the changes in redeemable noncontrolling interests for the periods presented.

Certain noncontrolling interest (“NCI”) holders have the right to exercise a put option that would obligate us to redeem a portion or all of their interest.

These NCIs are classified as redeemable NCI outside of equity on our condensed consolidated balance sheets.

At the end of each period we adjust the value of redeemable NCI, if necessary, to the redemption value (as defined in the subsidiary’s operating agreement) through additional paid-in capital.

The following table presents the changes in redeemable NCI for the periods presented.

Three Months Ended

Six Months Ended

(in millions)

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Attribution of net income

Attribution of other comprehensive loss, net of tax

Attribution of other comprehensive income, net of tax

Dividends declared

Ending balance

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We issued 13,043,479 shares of common stock.

The remaining 13,043,479 shares of common stock were sold by WH Group, through its indirect wholly owned subsidiary SFDS UK Holdings Limited (“SFDS UK”), our only shareholder at the time.

The remaining 13,043,479 shares of common stock were sold by WH Group, through its indirect wholly owned subsidiary SFDS UK Holdings Limited, our only shareholder at the time.

We received net proceeds from the IPO of $ 236 million after deducting underwriting discounts, commissions and fees.

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Omnibus Incentive Plan, under which we may grant equity-based incentives to eligible employees, non-employees and consultants.

As of March 29, 2026, there were 6,114,892 shares available for grant under this plan.

As of June 28, 2026, there were 6,142,929 shares available for grant under this plan.

In the first quarter of 2025, we granted to certain of our directors and employees and certain directors and employees of WH Group options to purchase 9,822,467 shares of common stock at $ 20.00 per share and 1,527,000 restricted stock units (“RSUs”).

The stock options and substantially all RSUs vest over a five-year period, with 20 % vesting each year.

In the first quarter of 2026, we granted options to certain of our employees to purchase 2,128,291 shares of our common stock at $ 24.25 per share and 799,212 RSUs.

The stock options and RSUs vest over a three-year period, with one third vesting immediately on the grant date and one third vesting on each of the first and second anniversaries of the grant date.

We recognized stock-based compensation expense totaling $ 3 million and $ 2 million in the first quarters of 2026 and 2025, respectively.

Unrecognized compensation expense totaled $ 60 million as of March 29, 2026, which is expected to be recognized on a straight-line basis over the weighted average remaining vesting period of 3.1 years.

In the first quarter of 2026, we granted to certain of our employees options to purchase 2,128,291 shares of our common stock at $ 24.25 per share and 799,212 RSUs.

The stock options and RSUs vest in three equal tranches, with one third vesting immediately on the grant date and one third vesting on each of the first and second anniversaries of the grant date.

We recognized stock-based compensation expense totaling $ 6 million and $ 2 million in the second quarters of 2026 and 2025, respectively, and $ 8 million and $ 4 million in the first halves of 2026 and 2025, respectively.

Unrecognized compensation expense totaled $ 54 million as of June 28, 2026, which is expected to be recognized on a straight-line basis over the weighted average remaining vesting period of 2.8 years.

No compensation expense was recognized for stock options and RSUs granted to directors and employees of WH Group.

3 unchanged sentences

Three Months Ended

March 29, 2026

June 28, 2026

Foreign Currency Translation Pension Accounting Hedge Accounting Accumulated Other Comprehensive Loss

(in millions)

Balance, December 28, 2025 $ 42 $ ( 369 ) $ 13 $ ( 314 )

Other comprehensive income (loss), net of tax ( 5 ) 4 ( 10 ) ( 11 )

Balance, March 29, 2026 $ 37 $ ( 365 ) $ 3 $ ( 325 )

Other comprehensive income, net of tax 15 4 2 21

Balance, June 28, 2026 $ 53 $ ( 361 ) $ 4 $ ( 304 )

Three Months Ended

March 30, 2025

June 29, 2025

Foreign Currency Translation Pension Accounting Hedge Accounting Accumulated Other Comprehensive Loss

(in millions)

Balance, March 30, 2025 $ ( 9 ) $ ( 414 ) $ 15 $ ( 408 )

Other comprehensive income (loss), net of tax 31 4 ( 58 ) ( 23 )

Balance, June 29, 2025 $ 21 $ ( 410 ) $ ( 43 ) $ ( 432 )

Six Months Ended

June 28, 2026

Foreign Currency Translation Pension Accounting Hedge Accounting Accumulated Other Comprehensive Loss

(in millions)

Balance, December 28, 2025 $ 42 $ ( 369 ) $ 13 $ ( 314 )

Other comprehensive income (loss), net of tax 10 7 ( 8 ) 9

Balance, March 30, 2025 $ ( 9 ) $ ( 414 ) $ 15 $ ( 408 )

Balance, June 28, 2026 $ 53 $ ( 361 ) $ 4 $ ( 304 )

Six Months Ended

June 29, 2025

Foreign Currency Translation Pension Accounting Hedge Accounting Accumulated Other Comprehensive Loss

(in millions)

Balance, December 29, 2024 $ ( 8 ) $ ( 418 ) $ ( 26 ) $ ( 452 )

Other comprehensive income (loss), net of tax 30 7 ( 17 ) 20

Balance, June 29, 2025 $ 21 $ ( 410 ) $ ( 43 ) $ ( 432 )

Other Comprehensive Income (Loss)

The following table presents the details of other comprehensive income (loss).

The following tables present the details of other comprehensive income (loss).

Three Months Ended

March 29, 2026 March 30, 2025

June 28, 2026 June 29, 2025

Before Tax Tax After Tax Before Tax Tax After Tax

1 unchanged sentence

Foreign currency translation:

Translation losses (1)

Translation gains (1)

$ 23 $ — $ 23 $ 47 $ — $ 47

Retirement benefits:

Amortization of actuarial losses and prior service credits reclassified to non-operating losses

Amortization of actuarial losses and prior service credits reclassified to non-operating (gains) losses

5 ( 1 ) 4 5 ( 1 ) 4

Gains (losses) arising during the period 31 ( 7 ) 24 ( 82 ) 21 ( 61 )

Losses reclassified to sales 2 — 1 9 ( 2 ) 6

(Gains) losses reclassified to cost of sales ( 6 ) 2 ( 4 ) 2 — 1

(Gains) losses reclassified to sales ( 26 ) 6 ( 20 ) 6 ( 1 ) 4

Gains reclassified to cost of sales ( 4 ) 1 ( 3 ) ( 2 ) 1 ( 2 )

Total other comprehensive income (loss) $ 30 $ ( 2 ) $ 28 $ ( 27 ) $ 19 $ ( 8 )

Other comprehensive loss attributable to noncontrolling interest ( 3 ) — ( 3 ) — — —

Other comprehensive income attributable to noncontrolling interest 8 — 8 16 — 16

Other comprehensive income (loss) attributable to Smithfield $ 22 $ ( 2 ) $ 21 $ ( 42 ) $ 19 $ ( 23 )

2 unchanged sentences

subsidiaries to be indefinitely reinvested, and accordingly, record no deferred income taxes on such amounts.

The three months ended March 29, 2026 included $ 3 million of translation losses attributable to noncontrolling interests, which are included in redeemable noncontrolling interests on the condensed consolidated balance sheet.

The second quarters of 2026 and 2025 included $ 8 million and $ 16 million of translation gains attributable to NCI, respectively, which are included in redeemable NCI on the condensed consolidated balance sheet.

Six Months Ended

June 28, 2026 June 29, 2025

Before Tax Tax After Tax Before Tax Tax After Tax

(in millions)

Foreign currency translation:

Translation gains (1)

$ 15 $ — $ 15 $ 45 $ — $ 45

Retirement benefits:

Amortization of actuarial losses and prior service credits reclassified to non-operating (gains) losses

9 ( 2 ) 7 10 ( 2 ) 7

Gains (losses) arising during the period 22 ( 5 ) 17 ( 38 ) 10 ( 28 )

(Gains) losses reclassified to sales ( 25 ) 6 ( 19 ) 14 ( 4 ) 11

Gains reclassified to cost of sales ( 10 ) 2 ( 7 ) ( 1 ) — ( 1 )

Losses reclassified to interest expense 1 — 1 1 — 1

Total other comprehensive income $ 13 $ 1 $ 14 $ 32 $ 4 $ 35

Other comprehensive income attributable to noncontrolling interest 5 — 5 15 — 15

Other comprehensive income attributable to Smithfield $ 8 $ 1 $ 9 $ 16 $ 4 $ 20

________________

(1) We consider the earnings in our non-U.S.

subsidiaries to be indefinitely reinvested, and accordingly, record no deferred income taxes on such amounts.

The first halves of 2026 and 2025 included $ 5 million and $ 15 million of translation gains attributable to NCI, respectively, which are included in redeemable NCI on the condensed consolidated balance sheet.

EARNINGS PER SHARE

4 unchanged sentences

The following table provides the weighted-average shares used in the denominator for those computations.

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Basic weighted-average shares outstanding 393,549,023 393,112,711 393,417,410 390,962,687

3 unchanged sentences

__________________

(1) We excluded 467,756 and 5,275,901 stock options from the computation of diluted weighted-average shares outstanding for the three months ended March 29, 2026 and March 30, 2025 , respectively, because their effect would have been anti-dilutive.

(1) Stock options and RSUs totaling 2,684,683 and 7,679,643 for the second quarters of 2026 and 2025, respectively, and 1,523,618 and 6,477,772 for the first halves of 2026 and 2025, respectively, were excluded from the computation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive.

FAIR VALUE MEASUREMENTS

18 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities that were measured at fair value on a recurring basis.

March 29, 2026 December 28, 2025

The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that were measured at fair value on a recurring basis.

June 28, 2026 December 28, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

1 unchanged sentence

Commodity derivative contracts $ 28 $ 15 $ 1 $ 44 $ 26 $ 2 $ — $ 28

Foreign exchange contracts — 1 — 1 — —

Exchange traded funds (1)

7 unchanged sentences

Commodity derivative contracts $ 20 $ 11 $ — $ 31 $ 3 $ — $ — $ 3

Total $ 20 $ 11 $ — $ 31 $ 3 $ 1 $ — $ 3

__________________

7 unchanged sentences

investment fund (“TPG fund”) is classified in other assets on the condensed consolidated balance sheets.

Our unfunded commitment to the TPG fund was $ 7 million and $ 5 million as of March 29, 2026 and December 28, 2025, respectively.

Our unfunded commitment to the TPG fund was $ 6 million and $ 5 million as of June 28, 2026 and December 28, 2025, respectively.

The TPG fund returns capital through periodic distributions, which are made at the discretion of the fund.

11 unchanged sentences

categorized in Level 1 within the fair value hierarchy.

Institutional funds that are not publicly traded and estimated using the NAV per share of the investment as a practical expedient.

Institutional funds that are not publicly traded are estimated using the NAV per share of the investment as a practical expedient.

• TPG fund —The TPG fund is not publicly traded and does not have a readily determinable fair value.

4 unchanged sentences

that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment.

For the three months ended March 29, 2026 and March 30, 2025, we had no significant assets or liabilities that were measured and recorded at fair value on a nonrecurring basis after initial recognition.

During the first halves of 2026 and 2025, we had no significant assets or liabilities that were measured and recorded at fair value on a nonrecurring basis after initial recognition.

Redeemable Noncontrolling Interest

The redemption value for the noncontrolling interest in Granjas Carroll de Mexico, S.

de C.V., (commonly known as “Altosano”) is fair value.

The redemption value for the NCI in Granjas Carroll de Mexico, S.

(commonly known as “Altosano”) is fair value.

We estimate the redemption value of Altosano using an income and a market approach.

3 unchanged sentences

T he following table provides the significant unobservable level 3 inputs used in the valuation.

Unobservable Inputs March 29, 2026 December 28, 2025

Unobservable Inputs June 28, 2026 December 28, 2025

Weighted-average cost of capital 10 % 10 %

6 unchanged sentences

The following table presents the fair value and carrying value of total debt.

March 29, 2026 December 28, 2025

June 28, 2026 December 28, 2025

Fair Value Carrying Value Fair Value Carrying Value

9 unchanged sentences

We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.

As of March 29, 2026, we had accounts and notes receivable from Murphy Family Farms and VisionAg totaling $ 232 million and $ 45 million, respectively.

A portion of these balances are secured by the breeding stock and inventories owned by Murphy Family Farms and VisionAg.

We have agreements to purchase approximately 3.2 million and 650,000 market hogs annually from Murphy Family Farms and VisionAg, respectively, which further mitigates our exposure to potential credit risk.

Additionally, as of March 29, 2026, 12.8 % of our accounts receivable balance was due from Walmart Inc., including its subsidiary Sam’s West, Inc.

As of June 28, 2026, 17.0 % and 13.3 % of our accounts receivable balance was due from Murphy Family Farms and Walmart Inc.

(including its subsidiary Sam's West, Inc.), respectively.

No other single customer or customer group represented 10% or greater of our accounts receivable.

Additionally, as of June 28, 2026, we had a $ 37 million note receivable due from Murphy Family Farms, which is secured by breeding stock and inventories owned by Murphy Family Farms.

We have agreements to purchase approximately 3.2 million market hogs annually from Murphy Family Farms, which further mitigates our exposure to potential credit risk.

Our derivative counterparties primarily consist of financial institutions that are investment grade.

1 unchanged sentence

Determination of the credit quality of our counterparties is based upon a number of factors, including credit ratings and our evaluation of their financial condition.

As of March 29, 2026, our gross credit exposure on non-exchange traded derivative contracts was not material.

As of June 28, 2026, we had gross credit exposure of $ 15 million on non-exchange traded derivative contracts.

After taking into account the effect of netting arrangements, we had $ 6 million in credit exposure on non-exchange traded derivative contracts.

REGULATION AND CONTINGENCIES

1 unchanged sentence

Environmental Protection Agency and corresponding state agencies, as well as the U.S.

Department of Agriculture, the Grain Inspection, Packers and Stockyard Administration, the U.S.

Department of Agriculture, the U.S.

Food and Drug Administration, the U.S.

3 unchanged sentences

In addition, individuals may initiate litigation against us.

As of March 29, 2026 and December 28, 2025, we had contingent liabilities totaling $ 149 million in accrued expenses and other current liabilities on the condensed consolidated balance sheets related to litigation matters, including those described below.

We did not record any significant charges for litigation matters in the three months ended March 29, 2026 and March 30, 2025.

As of June 28, 2026 and December 28, 2025, we had contingent liabilities totaling $ 148 million and $ 149 million, respectively, classified in accrued expenses and other current liabilities on the condensed consolidated balance sheets related to litigation matters, including those described below.

We did not record any significant charges for litigation matters in the first half of 2026.

In the second quarter of 2025, we recorded charges totaling $ 80 million for litigation matters, including those described below, in SG&A in the condensed consolidated statements of income.

These matters will not affect our profits or losses in future periods unless our accruals prove to be insufficient or excessive.

38 unchanged sentences

The $ 6 million gain was recognized in operating gains in the condensed consolidated statement of income in the first quarter of 2025.

In the second quarter of 2025, we settled a claim against an insurance carrier and received $ 29 million in proceeds for the recovery of losses we incurred in connection with past litigation.

As a result, we recognized a $ 29 million gain on the insurance recovery in the second quarter of 2025.

The gain was recognized in operating gains in the condensed consolidated statement of income and we classified the proceeds in operating activities in the condensed consolidated statement of cash flows in the second quarter of 2025.

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

What changed 10-Q

Item 1. Financial Statements