What changed in this filing

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Item 1. Financial Statements

2025-02-27 compared with 2024-11-26 · 267 added, 145 removed, 741 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

Dollars in millions, except per share data 2025 2024 2025 2024

Net sales $ 2,186.0 $ 2,229.2 $ 6,582.3 $ 5,973.0

Cost of products sold (A)

Cost of products sold

1,307.9 1,406.1 4,020.9 3,770.9

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Amortization 53.9 55.7 165.7 135.1

Other special project costs (A)

Goodwill impairment charge 794.3 — 794.3 —

Other intangible assets impairment charge 208.2 — 208.2 —

Other special project costs

10.1 98.9 27.9 105.7

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Other operating expense (income) – net ( 12.2 ) ( 3.4 ) ( 19.3 ) 27.3

Operating Income 169.7 298.9 519.2 602.4

Operating Income (Loss) ( 594.0 ) 297.4 ( 74.8 ) 899.8

Interest expense – net ( 95.4 ) ( 99.8 ) ( 294.5 ) ( 167.0 )

Other debt costs (A)

— ( 19.5 ) — ( 19.5 )

Other income (expense) – net (A)

( 4.2 ) 5.1 ( 7.3 ) ( 27.9 )

Other debt gains (charges) – net 30.3 — 30.3 ( 19.5 )

Other income (expense) – net ( 3.4 ) ( 2.1 ) ( 10.7 ) ( 30.0 )

Income (Loss) Before Income Taxes ( 662.5 ) 195.5 ( 349.7 ) 683.3

Income tax expense 91.3 54.5 152.3 109.3

Income tax expense (benefit) ( 0.2 ) 75.1 152.1 184.4

Net Income (Loss) $ ( 662.3 ) $ 120.4 $ ( 501.8 ) $ 498.9

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Net Income (Loss) – Assuming Dilution $ ( 6.22 ) $ 1.13 $ ( 4.72 ) $ 4.81

(A) Includes certain divestiture, acquisition, integration, and restructuring costs (“special project costs”).

For more information, see Note 5:

Special Project Costs, Note 6:

Reportable Segments, and Note 8:

Debt and Financing Arrangements.

See notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

Dollars in millions 2025 2024 2025 2024

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CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in millions October 31, 2024 April 30, 2024

Dollars in millions January 31, 2025 April 30, 2024

Current Assets

34 unchanged sentences

Noncurrent operating lease liabilities 89.8 143.5

Liabilities held for sale 105.5 —

Other noncurrent liabilities 160.7 164.1

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CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

Six Months Ended October 31,

Nine Months Ended January 31,

Dollars in millions 2025 2024

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Amortization 165.7 135.1

Pension settlement loss (gain) — 3.2

Unrealized loss on investment in equity securities – net — 21.5

Goodwill impairment charge 794.3 —

Other intangible assets impairment charge 208.2 —

Realized loss on investment in equity securities – net — 21.5

Share-based compensation expense 25.2 15.9

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Other noncash adjustments – net 6.7 25.5

Settlement of interest rate contracts — 42.5

Changes in assets and liabilities, net of effect from acquisition and divestitures:

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Investing Activities

Business acquired, net of cash acquired — ( 3,920.6 )

Proceeds from sale of equity securities — 466.3

Additions to property, plant, and equipment ( 298.8 ) ( 455.9 )

Proceeds from divestitures – net 290.5 50.5

Other – net ( 10.2 ) ( 1.5 )

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Proceeds from long-term debt — 4,285.0

Repayments of long-term debt ( 300.0 ) ( 1,441.0 )

Capitalized debt issuance costs — ( 32.1 )

1 unchanged sentence

Purchase of treasury shares ( 3.1 ) ( 372.5 )

Payment of assumed tax receivable agreement obligation — ( 86.4 )

Other – net ( 13.4 ) ( 1.2 )

8 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

Six Months Ended October 31, 2024

Nine Months Ended January 31, 2025

Dollars in millions Common

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Balance at October 31, 2024 106,416,530 $ 26.6 $ 5,723.7 $ 2,121.8 $ ( 239.0 ) $ 7,633.1

Six Months Ended October 31, 2023

Net income (loss) ( 662.3 ) ( 662.3 )

Other comprehensive income (loss) 41.7 41.7

Comprehensive income (loss) ( 620.6 )

Purchase of treasury shares ( 3,549 ) — ( 0.4 ) — ( 0.4 )

Stock plans 5,015 — 9.6 9.6

Cash dividends declared, $ 1.08 per common share

( 114.4 ) ( 114.4 )

Balance at January 31, 2025 106,417,996 $ 26.6 $ 5,732.9 $ 1,345.1 $ ( 197.3 ) $ 6,907.3

Nine Months Ended January 31, 2024

Dollars in millions Common

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Balance at October 31, 2023 102,154,601 $ 25.5 $ 5,252.8 $ 2,051.1 $ ( 240.5 ) $ 7,088.9

Net income (loss) 120.4 120.4

Other comprehensive income (loss) 13.1 13.1

Comprehensive income (loss) 133.5

Purchase of treasury shares ( 1,101 ) — ( 0.1 ) — ( 0.1 )

Issuance of shares for acquisition 3,989,915 1.0 449.2 450.2

Stock plans 33,904 — 4.1 4.1

Cash dividends declared, $ 1.06 per common share

( 116.5 ) ( 116.5 )

Balance at January 31, 2024 106,177,319 $ 26.5 $ 5,706.0 $ 2,055.0 $ ( 227.4 ) $ 7,560.1

See notes to unaudited condensed consolidated financial statements.

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In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.

Operating results for the six months ended October 31, 2024, are not necessarily indicative of the results that may be expected for the year ending April 30, 2025.

Operating results for the nine months ended January 31, 2025, are not necessarily indicative of the results that may be expected for the year ending April 30, 2025.

For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2024.

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Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release Nos.

33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which will require registrants to provide certain climate-related information in their registration statements and annual reports.

The rules will require the disclosure of significant effects of severe weather events and other natural conditions, as well as amounts related to carbon offsets and renewable energy credits or certificates, in the audited financial statements in certain circumstances.

Disclosure of the actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook will also be required, along with the process used to identify, assess, and manage these risks.

In addition, the rules require disclosure of material climate-related targets or goals, material Scope 1 and Scope 2 greenhouse gas emissions, and the methodology used to calculate those emissions.

In April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review;

however, we do not anticipate any impact to our financial statements upon adoption and continue to evaluate the impacts on our disclosures.

33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors ;

however, in April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review, and in February 2025, the SEC requested that litigation be paused so that it can determine the appropriate next steps.

If the rules become effective, they would require registrants to provide certain climate-related information in their registration statements and annual reports.

The rules would require the disclosure of significant effects of severe weather events and other natural conditions, as well as amounts related to carbon offsets and renewable energy credits or certificates, in the audited financial statements in certain circumstances.

Disclosure of the actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook would also be required, along with the process used to identify, assess, and manage these risks.

In addition, the rules would require disclosure of material climate-related targets or goals, material Scope 1 and Scope 2 greenhouse gas emissions, and the methodology used to calculate those emissions.

We do not anticipate any impact to our financial statements if the rules are adopted and continue to evaluate the impacts on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures .

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(“Hostess Brands”).

common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date.

The total purchase consideration in connection with the acquisition was $ 5.4 billion, which reflects an exchange offer of all outstanding shares of Hostess Brands common stock at a price of $ 34.25 per share, consisting of $ 30.00 in cash and 0.03002 shares of our common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date.

The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $ 450.2 , as discussed in Note 17:

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Debt and Financing Arrangements.

Hostess Brands is a manufacturer and marketer of sweet baked goods brands including Hostess ® Donettes ® , Twinkies ® , CupCakes , DingDongs ® , Zingers ® , CoffeeCakes , HoHos ® , Mini Muffins , and Fruit Pies , and the Voortman ® brand.

Hostess Brands is a manufacturer and marketer of sweet baked goods brands and included Hostess ® Donettes ® , Twinkies ® , CupCakes , DingDongs ® , Zingers ® , CoffeeCakes , HoHos ® , Mini Muffins , and Fruit Pies, and the Voortman ® brand at the acquisition date.

In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas;

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and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois.

The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including $ 315.5 and $ 649.2 in net sales, and $ 210.0 and $ 159.2 in operating loss, are included within the Sweet Baked Snacks segment for the three and six months ended October 31, 2024, respectively.

The operating loss for the three and six months ended October 31, 2024, includes a $ 260.8 pre-tax loss on the Voortman business disposal group classified as held for sale and excludes special project costs related to transaction and integration costs recognized within the segment.

The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including net sales of $ 278.6 and $ 927.8 and operating losses of $ 1,021.6 and $ 1,180.8 , are included within the Sweet Baked Snacks segment for the three and nine months ended January 31, 2025, respectively.

The operating loss for the nine months ended January 31, 2025, includes a $ 794.3 pre-tax impairment charge related to the goodwill of the Sweet Baked Snacks reporting unit, a $ 208.2 pre-tax impairment charge related to the Hostess brand indefinite-lived trademark, a $ 42.6 pre-tax loss on the Sweet Baked Snacks value brand disposal group classified as held for sale during the third quarter of 2025, a $ 268.4 pre-tax loss on the disposal of the Voortman business, and excludes special project costs related to transaction and integration costs recognized within the segment.

For additional information, refer to Note 4:

Divestitures.

The purchase price was preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition on a provisional basis.

Divestitures and Note 8:

Goodwill and Other Intangible Assets.

The final purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.

We determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management.

The purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, and, as such, the excess was allocated to goodwill.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

Assets acquired:

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Net assets acquired $ 5,496.8

Certain estimated fair values for the acquisition, including goodwill and income taxes, are not yet finalized.

The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as we complete our

analysis of the fair values at the date of the acquisition during the one-year measurement period, as permitted under FASB Accounting Standards Codification (“ASC”) 805, Business Combinations .

As a result of the acquisition, we recognized a total of $ 2.4 billion of goodwill within the Sweet Baked Snacks segment.

Of the total goodwill, $ 196.6 was deductible for tax purposes at the acquisition date, of which $ 175.8 remains deductible as of October 31, 2024.

Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities as we integrate Hostess Brands into our Company.

The goodwill and indefinite-lived trademarks resulting from the acquisition are susceptible to future impairment charges.

Any significant change in our near or long-term projections or macroeconomic conditions may result in future impairment charges as the carrying values of goodwill and indefinite-lived trademarks approximate estimated fair values.

Of the total goodwill, $ 196.6 was deductible for tax purposes at the acquisition date, of which $ 170.3 remains deductible as of January 31, 2025.

The goodwill recognized at acquisition represented the value we expected to achieve through the implementation of operational synergies and growth opportunities as we integrate Hostess Brands into our Company.

During the third quarter of 2025, we recognized total pre-tax impairment charges of $ 1.0 billion, of which $ 794.3 and $ 208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

The remaining goodwill and indefinite-lived trademarks resulting from the acquisition remain susceptible to future impairment charges, as the carrying values approximate estimated fair values due to the impairment charges recognized during the third quarter of 2025 and being recently acquired.

Any significant adverse change in our near or long-term projections or macroeconomic conditions would result in future impairment charges.

For additional information, refer to Note 8:

Goodwill and Other Intangible Assets.

The following table summarizes the purchase price allocated to the identifiable intangible assets acquired.

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Hostess Brands’ results of operations are included in our condensed consolidated financial statements from the date of the transaction within our Sweet Baked Snacks segment.

If the transaction had occurred on May 1, 2022, unaudited pro forma consolidated results for the three and six months ended October 31, 2023, would have been as follows:

Three Months Ended October 31, 2023 Six Months Ended October 31, 2023

If the transaction had occurred on May 1, 2022, unaudited pro forma consolidated results for the three and nine months ended January 31, 2024, would have been as follows:

Three Months Ended January 31, 2024 Nine Months Ended January 31, 2024

Net sales $ 2,253.2 $ 6,707.1

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The unaudited pro forma consolidated results do not give effect to the synergies of the acquisition and are not indicative of the results of operations in future periods.

On October 22, 2024, we entered into a definitive agreement to sell the Voortman business to Second Nature Brands (“Second Nature”).

We expect the transaction to close during the third quarter of 2025, subject to customary closing conditions.

The transaction includes products sold under our Voortman brand, inclusive of certain trademarks, a leased manufacturing facility in Burlington, Ontario, and approximately 300 employees who support the business.

Under our ownership, the Voortman business generated net sales of approximately $ 65.0 in 2024, which represents a partial year of net sales reported in the Sweet Baked Snacks segment results following the acquisition on November 7, 2023.

On January 31, 2025, we entered into a definitive agreement to sell certain Sweet Baked Snacks value brands to JTM Foods, LLC (“JTM”).

We expect the transaction to close during the fourth quarter of 2025.

The transaction includes certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who support the business.

Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $ 30.0 in 2024, which represents a partial year of net sales reported in the Sweet Baked Snacks segment results following the acquisition of Hostess Brands on November 7, 2023.

The transaction is valued at approximately $ 40.0 , subject to a working capital adjustment.

As of October 31, 2024, the disposal group met the criteria to be classified as held for sale, and as a result, a valuation allowance was established to reflect the fair value of the disposal group less costs to sell, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed.

As of January 31, 2025, the disposal group met the criteria to be classified as held for sale, and as a result, a valuation allowance was established to reflect the fair value of the disposal group less costs to sell, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed.

The valuation allowance was included within assets held for sale – net in the Condensed Consolidated Balance Sheet, and the estimated pre-tax loss on the disposal group was included within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows.

The following table summarizes the net assets held for sale at October 31, 2024, inclusive of a valuation allowance, reflecting fair value less costs to sell.

October 31, 2024

The following table summarizes the net assets held for sale at January 31, 2025, inclusive of a valuation allowance, reflecting the fair value less costs to sell.

January 31, 2025

Sweet Baked Snacks value brands

Assets held for sale:

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Other current liabilities $ 0.9

Deferred income taxes 95.3

Noncurrent operating lease liabilities 0.3

Other noncurrent liabilities 0.9

Total liabilities held for sale 1.2

Net assets held for sale $ 35.9

On December 2, 2024, we sold the Voortman business to Second Nature Brands (“Second Nature”).

The transaction included products sold under the Voortman brand, inclusive of certain trademarks, a leased manufacturing facility in Burlington, Ontario, and approximately 300 employees who supported the business.

Under our ownership, the Voortman business generated net sales of approximately $ 65.0 in 2024, which represents a partial year of net sales reported in the Sweet Baked Snacks segment

results following the acquisition of Hostess Brands on November 7, 2023.

Net proceeds from the divestiture were $ 290.5 , net of a preliminary working capital adjustment and cash transaction costs.

During the second quarter of 2025, the disposal group met the criteria to be classified as held for sale, and as a result, an estimated pre-tax loss of $ 260.8 was recognized within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows.

Upon close of the transaction during the third quarter of 2025, the pre-tax loss was adjusted to $ 268.4 , reflecting the fair value of the disposal group as of the transaction date.

The following table summarizes the net assets and liabilities included in the disposal group associated with the Voortman business divestiture.

January 31, 2025

Assets disposed:

Cash and cash equivalents $ 1.4

Inventories 7.7

Other current assets 0.7

Property, plant, and equipment – net 33.9

Operating lease right-of-use assets 8.2

Goodwill 251.1

Other intangible assets – net 363.0

Total assets disposed $ 666.0

Liabilities disposed:

Accrued expenses

Current operating lease obligations

Deferred income taxes 95.2

Noncurrent operating lease liabilities 7.4

Other noncurrent liabilities 0.9

Total liabilities disposed 106.7

Net assets disposed $ 559.3

On January 2, 202 4, we sold the Canada condiment business to TreeHouse Food s, Inc.

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The valuation allowance was included within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows.

Upon close of the transaction during the third quarter of 2024, the pre-tax loss was adjusted to $ 5.7 , reflecting the fair value of the disposal group as of the transaction date.

On November 1, 2023, we sold the Sahale Snacks ® business to Second Nature.

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The valuation allowance was included within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows.

Upon close of the transaction during the third quarter of 2024, the pre-tax loss was adjusted to $ 6.7 , reflecting the fair value of the disposal group as of the transaction date.

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc.

The transaction included the Rachael Ray ® Nutrish ® , 9Lives ® , Kibbles ’n Bits ® , Nature’s Recipe ® , and Gravy Train ® brands, as well as the private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands.

who supported these pet food brands.

Final net proceeds from the divestiture were $ 1.2 billion, consisting of $ 683.9 in cash, net of a working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $ 491.6 at the close of the transaction.

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With the exception of accelerated depreciation, these costs are expensed as incurred.

These special project costs are reported in cost of products sold, other special project costs, other debt costs, and other income (expense) – net in the Condensed Statements of Consolidated Income and are not allocated to segment profit.

These special project costs are reported in cost of products sold, other special project costs, other debt gains (charges) – net, and other income (expense) – net in the Condensed Statements of Consolidated Income and are not allocated to segment profit.

The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.

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Total divestiture costs incurred to date related to the divested Sahale Snacks and Canada condiment businesses were $ 7.2 , which included $ 4.3 and $ 2.9 of employee-related and other transition and termination costs, respectively, all of which were cash charges.

We incurred divestiture costs of $ 0.1 and $ 0.4 during the three and six months ended October 31, 2024, respectively, primarily consisting of employee-related costs.

As of October 31, 2024, we have incurred the majority of the anticipated costs related to these divestitures and expect costs incurred during the second half of 2025 to be minimal.

The obligation related to severance and retention bonuses was $ 0.3 and $ 2.5 at October 31, 2024, and April 30, 2024, respectively.

Furthermore, we identified opportunities to address certain distribution inefficiencies, as a result of the divestiture of certain pet food brands.

We incurred divestiture costs of $ 1.3 and $ 1.7 during the three and nine months ended January 31, 2025, respectively, primarily consisting of employee-related costs.

As of January 31, 2025, we have incurred the majority of the anticipated costs related to these divestitures and expect minimal costs to be incurred during the remainder of 2025.

The obligation related to severance and retention bonuses was $ 2.5 at April 30, 2024 and was fully satisfied as of January 31, 2025.

Furthermore, we identified opportunities to address certain distribution inefficiencies, as a result of the recent divestitures.

We anticipate incurring approximately $ 12.0 of costs related to these efforts, consisting primarily of other transition and termination charges.

The majority of these costs are expected to be cash charges and incurred by the end of 2026, with approximately half of the costs expected to be recognized in 2025.

We incurred $ 0.8 and $ 0.9 of other transition and termination costs during the three and six months ended October 31, 2024, respectively.

We have recognized total cumulative costs of $ 3.1 , of which $ 2.1 and $ 3.0 were recognized during the three and nine months ended January 31, 2025, respectively, primarily consisting of other transition and termination costs.

For additional information, see Note 4:

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Total integration costs related to the acquisition of Hostess Brands are anticipated to be approximately $ 210.0 and include transaction costs, employee-related costs, and other transition and termination charges, with the majority expected to be cash charges.

We anticipate the remaining integration costs will be incurred by the end of 2026 and are expected to be split between employee-related and other transition and termination costs.

The following table summarizes our integration costs incurred related to the acquisition of Hostess Brands.

Three Months Ended October 31, 2024 Six Months Ended

October 31, 2024 Total Costs Incurred to Date at October 31, 2024

Three Months Ended January 31, 2025 Nine Months Ended January 31, 2025 Total Costs Incurred to Date at January 31, 2025

Transaction costs $ — $ — $ 99.0

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Total integration costs $ 7.8 $ 34.9 $ 182.3

Cumulative noncash charges incurred through October 31, 2024, were $ 14.7 and included $ 5.9 and $ 11.5 incurred during the three and six months ended October 31, 2024, respectively, which primarily consisted of accelerated depreciation.

Transaction costs primarily reflected equity compensation payouts, legal fees, and fees related to a 364-day senior unsecured Bridge Term Loan Credit Facility (“Bridge Loan”) that provided committed financing for the acquisition of Hostess Brands.

Other transition and termination costs primarily consisted of contract termination charges, accelerated depreciation, and consulting fees.

The obligation related to severance and retention bonuses was $ 22.4 and $ 28.0 at October 31, 2024, and April 30, 2024, respectively.

Cumulative noncash charges incurred through January 31, 2025, were $ 16.4 and include $ 1.7 and $ 13.2 during the three and nine months ended January 31, 2025, respectively, which primarily consist of accelerated depreciation.

Transaction costs primarily reflect equity compensation payouts, legal fees, and fees related to a 364-day senior unsecured Bridge Term Loan Credit Facility (“Bridge Loan”) that provided committed financing for the acquisition of Hostess Brands.

Other transition and termination costs primarily consist of contract termination charges, accelerated depreciation, and consulting fees.

We anticipate the remaining integration costs will be incurred by the end of 2026 and are expected to be split between employee-related and other transition and termination costs.

The obligation related to severance and retention bonuses was $ 10.8 and $ 28.0 at January 31, 2025, and April 30, 2024, respectively.

For additional information, see Note 3:

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Retail Pet Foods segment primarily includes the domestic sales of Meow Mix ® , Milk-Bone ® , Pup-Peroni ® , and Canine Carry Outs ® branded products;

and the Sweet Baked Snacks segment primarily includes all domestic and foreign sales of Hostess and Voortman branded products in all channels.

and the Sweet Baked Snacks segment primarily includes all domestic and foreign sales of Hostess branded products in all channels.

With the exception of Sweet Baked Snacks products, International and Away From Home includes the sale of all products that are distributed in foreign countries through retail channels, as well as domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).

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The following table reconciles segment profit to income before income taxes.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

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Amortization ( 53.9 ) ( 55.7 ) ( 165.7 ) ( 135.1 )

Goodwill impairment charge ( 794.3 ) — ( 794.3 ) —

Other intangible assets impairment charge ( 208.2 ) — ( 208.2 ) —

Gain (loss) on divestitures – net ( 50.2 ) ( 0.3 ) ( 311.0 ) ( 12.9 )

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Change in net cumulative unallocated derivative gains and losses 60.0 ( 5.2 ) 41.7 ( 21.1 )

Cost of products sold – special project costs (A)

( 5.3 ) — ( 10.6 ) —

Other special project costs (A)

( 10.7 ) ( 6.8 ) ( 17.8 ) ( 6.8 )

Other debt costs (A)

Cost of products sold – special project costs ( 1.1 ) — ( 11.7 ) —

Other special project costs ( 10.1 ) ( 98.9 ) ( 27.9 ) ( 105.7 )

Other debt gains (charges) – net

30.3 — 30.3 ( 19.5 )

Corporate administrative expenses ( 77.2 ) ( 82.3 ) ( 247.4 ) ( 215.6 )

Other income (expense) – net (A)

( 4.2 ) 5.1 ( 7.3 ) ( 27.9 )

Other income (expense) – net ( 3.4 ) ( 2.1 ) ( 10.7 ) ( 30.0 )

Income before income taxes $ ( 662.5 ) $ 195.5 $ ( 349.7 ) $ 683.3

(A) Includes special project costs related to certain divestiture, acquisition, integration, and restructuring activities.

For more information, see Note 5:

Special Project Costs and Note 8:

Debt and Financing Arrangements.

The following table presents certain geographical information.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

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The following table presents product category information.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024 Primary Reportable Segment (A)

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Earnings per Share

We computed net income (loss) per common share (“basic earnings per share”) under the two-class method for the three and six months ended October 31, 2024 and 2023, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods.

We computed net income (loss) per common share (“basic earnings per share”) under the two-class method for the three and nine months ended January 31, 2025 and 2024, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods.

Further, we computed net income (loss) per common share – assuming dilution (“diluted earnings per share”) under the two-class and treasury stock methods to determine the method that was most dilutive, in accordance with FASB ASC 260, Earnings Per Share .

For the three and six months ended October 31, 2024 and 2023, the computation of diluted earnings per share was more dilutive under the treasury stock method, as compared to the two-class method.

For the three and nine months ended January 31, 2024, the computation of diluted earnings per share was more dilutive under the treasury stock method, as compared to the two-class method.

Therefore, the treasury stock method was used.

For the three and nine months ended January 31, 2025, we recognized a net loss, and as a result, excluded the anti-dilutive effect of stock-based awards from the computation of diluted earnings per share.

The following table sets forth the computation of basic and diluted earnings per share under the two-class method.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

8 unchanged sentences

The following table sets forth the computation of diluted earnings per share under the treasury stock method.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

6 unchanged sentences

Net income (loss) per common share – assuming dilution $ ( 6.22 ) $ 1.13 $ ( 4.72 ) $ 4.81

Goodwill and Other Intangible Assets

The following table summarizes the changes in our goodwill.

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

Retail Pet Foods Sweet Baked Snacks International and Away From Home Total

Balance at April 30, 2024 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ 2,447.2 $ 391.7 $ 7,649.9

Impairment charges (A)

— — — ( 794.3 ) — ( 794.3 )

Divestiture — — — ( 277.4 ) — ( 277.4 )

— — — ( 0.4 ) ( 8.1 ) ( 8.5 )

Balance at January 31, 2025 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ 1,375.1 $ 383.6 $ 6,569.7

(A) We have recognized accumulated goodwill impairment charges of $ 1,037.2 as of January 31, 2025.

(B) The amount classified as other in the Sweet Baked Snacks segment represents purchase accounting adjustments for the acquisition of Hostess Brands.

(C) The amount classified as other in the International and Away From Home segment represents foreign currency translation adjustments.

The following table summarizes our other intangible assets and related accumulated amortization and impairment charges including foreign currency exchange adjustments.

January 31, 2025 April 30, 2024

Acquisition Cost Accumulated Amortization/Impairment Charges/Foreign Currency Exchange Net Acquisition Cost Accumulated Amortization/Impairment Charges/Foreign Currency Exchange Net

Finite-lived intangible assets subject to

amortization:

Customer and contractual relationships $ 4,596.5 $ 2,048.3 $ 2,548.2 $ 4,766.7 $ 1,894.9 $ 2,871.8

Patents and technology 163.0 161.0 2.0 163.0 160.8 2.2

Trademarks 136.4 114.8 21.6 143.1 110.8 32.3

Total intangible assets subject to amortization $ 4,895.9 $ 2,324.1 $ 2,571.8 $ 5,072.8 $ 2,166.5 $ 2,906.3

Indefinite-lived intangible assets not subject to

amortization:

Trademarks $ 4,372.0 $ 432.7 $ 3,939.3 $ 4,572.7 $ 223.6 $ 4,349.1

Total other intangible assets $ 9,267.9 $ 2,756.8 $ 6,511.1 $ 9,645.5 $ 2,390.1 $ 7,255.4

We review goodwill and other indefinite-lived intangible assets for impairment at least annually on February 1, and more often if indicators of impairment exist.

During the second quarter of 2025, the disposal group for the Voortman business was classified as held for sale, and as a result, a portion of the goodwill within the Sweet Baked Snacks reporting unit was allocated to the disposal group based on a preliminary relative fair value analysis.

There were no indicators of impairment for the remaining goodwill of the Sweet Baked Snacks reporting unit as of October 31, 2024.

During the third quarter of 2025, we completed our long-range planning process, following the integration of the Hostess Brands business and operations, resulting in a decline in forecasted net sales and segment profit for the Sweet Baked Snacks segment.

The declines in forecast are in line with the underperformance during the current fiscal year for both net sales and segment profit, primarily driven by increased inflationary pressures and diminished consumer discretionary income, which has led to slower than anticipated recovery in the sweet baked goods category.

In addition, we have not met expectations from a distribution, merchandising, and competitive standpoint, which has resulted in lost market share.

As a result of the decline in both actual and forecasted net sales, as compared to the long-term projections utilized in the purchase price allocation, in conjunction with the narrow differences between estimated fair value and carrying value as of April 30, 2024, we performed an interim impairment analysis on the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark.

Furthermore, on December 2, 2024, we divested the Voortman business, and as a result, we disposed $ 251.1 of goodwill within the Sweet Baked Snacks reporting unit.

The amount of goodwill allocated to the disposal group was determined based on a relative fair value analysis, utilizing the updated long-range plan.

The interim impairment analysis was completed following the disposal of goodwill allocated to the Voortman business.

We recognized total pre-tax impairment charges of $ 1.0 billion during the third quarter of 2025, of which $ 794.3 and $ 208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively, to the extent the carrying values exceeded the estimated fair values.

These charges were included as noncash charges in our Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows.

The goodwill and indefinite-lived trademark within the Sweet Baked Snacks segment remain susceptible to future impairment charges, as the carrying values approximate estimated fair values due to the impairment charges recognized during the third quarter of 2025 and the recent acquisition of Hostess Brands.

Any significant adverse change in our near or long-term projections or macroeconomic conditions would result in future impairment charges for the Sweet Baked Snacks segment.

There were no other indicators of impairment, and as a result, we do not believe that any of our remaining reporting units or material indefinite-lived intangible assets are more likely than not impaired as of January 31, 2025.

Debt and Financing Arrangements

The following table summarizes the components of our long-term debt.

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Outstanding Carrying

28 unchanged sentences

(A) Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of capitalized debt issuance costs, offering discounts, and terminated interest rate contracts.

In December 2024, we commenced cash tender offers to purchase up to $ 300.0 aggregate purchase price, not including accrued and unpaid interest, of certain outstanding Senior Notes.

As a result, an aggregate principle amount of $ 122.5 of our 2.750% Senior Notes due 2041 and $ 138.8 of our 3.550% Senior Notes due 2050 were tendered and accepted, and $ 194.1 of our 2.125% Senior Notes due 2032 were tendered, of which $ 135.5 was accepted.

We recorded a net gain on the extinguishment of debt of $ 30.3 during the three and nine months ended January 31, 2025, included within other debt gains (charges) – net on the Condensed Statement of Consolidated Income.

Components of the net gain include debt carrying value write-off of $ 335.9 (inclusive of terminated interest rate contract, debt issuance costs, and discounts), net of the reacquisition price of $ 300.0 , debt tender fees of $ 1.1 , and a loss on the associated reverse treasury locks of $ 4.5 .

For additional information, see Note 11:

Derivative Financial Instruments.

In October 2023, we completed an offering of $ 3.5 billion in Senior Notes due November 15, 2028, November 15, 2033, November 15, 2043, and November 15, 2053.

The Senior Notes included $ 31.8 of capitalized debt issuance costs and $ 15.0 of offering discounts to be amortized to interest expense – net in the Condensed Statements of Consolidated Income over the time period for which the debt is outstanding.

The net proceeds from the offering were used to partially finance the acquisition of Hostess Brands and pay off the debt assumed as part of the acquisition.

In September 2023, we entered into a Term Loan with a group of banks for an unsecured $ 800.0 term facility.

3 unchanged sentences

No balances were drawn against this facility, as the commitment letter was terminated after completion of the Senior Notes offering and drawing on the Term Loan.

Included in other debt costs on the Condensed Statement of Consolidated Income at October 31, 2023, was $ 19.5 related to financing fees associated with the Bridge Loan.

In October 2023, we completed an offering of $ 3.5 billion in Senior Notes due November 15, 2028, November 15, 2033, November 15, 2043, and November 15, 2053.

The net proceeds from the offering were used to partially finance the acquisition of Hostess Brands and pay off the debt assumed as part of the acquisition.

Included in other debt gains (charges) – net on the Condensed Statement of Consolidated Income at January 31, 2024 was $ 19.5 related to financing fees associated with the Bridge Loan.

We have available a $ 2.0 billion unsecured revolving credit facility with a group of 11 banks that matures in August 2026.

2 unchanged sentences

Interest is payable either on a quarterly basis or at the end of the borrowing term.

We did no t have a balance outstanding under the revolving credit facility at October 31, 2024, or April 30, 2024.

We did no t have a balance outstanding under the revolving credit facility at January 31, 2025, or April 30, 2024.

We participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $ 2.0 billion at any time.

1 unchanged sentence

Commercial paper is used as a continuing source of short-term financing for general corporate purposes.

As of October 31, 2024, and April 30, 2024, we had $ 488.0 and $ 591.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 4.95 and 5.48 percent, respectively.

Interest paid totaled $ 74.0 and $ 65.2 for the three months ended October 31, 2024 and 2023, respectively, and $ 214.9 and $ 73.6 for the six months ended October 31, 2024 and 2023, respectively.

This differs from interest expense due to capitalized interest, the timing of interest payments, the effect of interest rate contracts, amortization of debt issuance costs and discounts, and the payment of other debt fees.

As of January 31, 2025, and April 30, 2024, we had $ 462.0 and $ 591.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 4.55 and 5.48 percent, respectively.

Interest paid totaled $ 126.9 and $ 20.6 for the three months ended January 31, 2025 and 2024, respectively, and $ 341.8 and $ 94.2 for the nine months ended January 31, 2025 and 2024, respectively.

This differs from interest expense due to the timing of interest payments, capitalized interest, the effect of interest rate contracts, amortization of debt issuance costs and discounts, and the payment of other debt fees.

Our debt instruments contain covenant restrictions, including an interest coverage ratio.

As of October 31, 2024, we are in compliance with all covenants.

As of January 31, 2025, we are in compliance with all covenants.

Pensions and Other Postretirement Benefits

The following table summarizes our net periodic benefit cost for defined benefit pension and other postretirement benefit plans.

Three Months Ended October 31,

Three Months Ended January 31,

Defined Benefit Pension Plans Other Postretirement Benefits

6 unchanged sentences

Net periodic benefit cost $ 2.6 $ 1.7 $ 0.2 $ 0.4

Six Months Ended October 31,

Nine Months Ended January 31,

Defined Benefit Pension Plans Other Postretirement Benefits

12 unchanged sentences

The settlement charge was included within other income (expense) – net in the Condensed Statement of Consolidated Income.

We did not recognize any charges related to the Canadian Buy-Out Contract during the three and six months ended October 31, 2024.

We made direct benefit payments of $ 1.7 and $ 1.8 for the six months ended October 31, 2024 and 2023, respectively.

We did not recognize any charges related to the Canadian Buy-Out Contract during the three and nine months ended January 31, 2025.

During the first nine months of 2025, we made contributions of $ 1.0 to our U.S.

qualified defined benefit pension plans.

Additionally, we made direct benefit payments of $ 2.7 and $ 2.8 for the nine months ended January 31, 2025 and 2024, respectively.

Derivative Financial Instruments

4 unchanged sentences

Commodity Derivatives:

We enter into commodity derivatives to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, wheat, corn, soybean meal, and edible oils.

We also enter into commodity derivatives to manage price risk for energy input costs, including diesel fuel and natural gas.

14 unchanged sentences

Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.

In November 2024, we entered into reverse treasury locks to manage our exposure to interest rate fluctuations related to the tender offers.

In December 2024, concurrent with the pricing of the tender offers, we settled the reverse treasury locks and realized a net loss of $ 4.5 during the three months ended January 31, 2025, recognized in earnings within other debt gains (charges) – net on the Condensed Statement of Consolidated Income, netting with the gain on extinguishment associated with the tender offers.

For additional information, see Note 9:

Debt and Financing Arrangements.

Equity Forward Derivative:

1 unchanged sentence

We did not qualify the forward sale derivative contract for hedge accounting treatment, and as a result, derivative gains and losses associated with the economic hedge were immediately recognized in earnings within other income (expense) – net in the Condensed Statement of Consolidated Income, netting with the change in fair value of the underlying shares.

All 5.4 million shares of Post common stock were hedged and later settled on November 15, 2023, for $ 466.3 , resulting in a pre-tax gain of $ 5.4 during the year ended April 30, 2024, inclusive of an unrealized gain of $ 33.0 and $ 33.6 recognized during the three and six months ended October 31, 2023, respectively.

All 5.4 million shares of Post common stock were hedged and later settled on November 15, 2023, for $ 466.3 , resulting in a pre-tax gain of $ 5.4 during the year ended April 30, 2024, inclusive of a realized pre-tax loss of $ 28.2 and gain of $ 5.4 recognized during the three and nine months ended January 31, 2024, respectively.

For additional information, see Note 4:

1 unchanged sentence

The following table presents the gross notional value of outstanding derivative contracts.

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Commodity contracts $ 1,534.4 $ 787.7

1 unchanged sentence

The following tables set forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets.

October 31, 2024

January 31, 2025

Liabilities Other

11 unchanged sentences

We are required to maintain cash margin accounts in connection with funding the settlement of our open positions.

Our cash margin accounts represented collateral pledged of $ 13.0 and collateral received of $ 1.9 at October 31, 2024, and April 30, 2024, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

Our cash margin accounts represented collateral pledged of $ 8.5 and collateral received of $ 1.9 at January 31, 2025, and April 30, 2024, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

The change in the cash margin accounts is included in other – net, investing activities in the Condensed Statements of Consolidated Cash Flows.

3 unchanged sentences

The following table presents the net gains and losses recognized in cost of products sold in the Condensed Statements of Consolidated Income on derivatives not designated as hedging instruments.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

5 unchanged sentences

The following table presents the net change in cumulative unallocated derivative gains and losses.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

2 unchanged sentences

Change in net cumulative unallocated derivative gains and losses $ 60.0 $ ( 5.2 ) $ 41.7 $ ( 21.1 )

The net cumulative unallocated derivative gains were $ 4.3 and $ 22.6 at October 31, 2024, and April 30, 2024, respectively.

The net cumulative unallocated derivative gains were $ 64.3 and $ 22.6 at January 31, 2025, and April 30, 2024, respectively.

Cash Flow Hedges

In November 2023, we terminated interest rate contracts for $ 42.5 concurrent with the payment of the debt assumed with the acquisition of Hostess Brands.

The interest rate contracts were designated as cash flow hedges and were used to manage exposure to changes in cash flows associated with variable rate debt.

In 2020, we terminated all outstanding interest rate contracts concurrent with the pricing of the Senior Notes due March 15, 2030 and March 15, 2050.

2 unchanged sentences

The following table presents information on the pre-tax gains and losses recognized on all contracts previously designated as cash flow hedges.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

2 unchanged sentences

( 3.0 ) ( 3.3 ) ( 9.8 ) ( 10.1 )

Gains (losses) reclassified from accumulated other comprehensive income (loss) to other debt gains (charges) – net (B)

( 56.9 ) — ( 56.9 ) —

Change in accumulated other comprehensive income (loss) $ 59.9 $ 3.3 $ 66.7 $ 10.1

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income was $ 98.7 and $ 35.1 for the three months ended October 31, 2024 and 2023, respectively, and $ 199.1 and $ 67.2 for the six months ended October 31, 2024 and 2023, respectively.

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income was $ 95.4 and $ 99.8 for the three months ended January 31, 2025 and 2024, respectively, and $ 294.5 and $ 167.0 for the nine months ended January 31, 2025 and 2024, respectively.

The reclassification includes terminated contracts which were designated as cash flow hedges.

Included as a component of accumulated other comprehensive income (loss) at October 31, 2024, and April 30, 2024, were deferred net pre-tax losses of $ 180.3 and $ 187.1 , respectively, related to the terminated interest rate contracts.

The related net tax benefit recognized in accumulated other comprehensive income (loss) at October 31, 2024, and April 30, 2024, was $ 42.4 and $ 44.0 , respectively.

(B) Other debt gains (charges) – net, as presented in the Condensed Statement of Consolidated Income was $ 30.3 for the three and nine months ended January 31, 2025.

The reclassification is related to the debt extinguishment due to the tender offers, as discussed in Note 9:

Debt and Financing Arrangements .

Included as a component of accumulated other comprehensive income (loss) at January 31, 2025, and April 30, 2024, were deferred net pre-tax losses of $ 120.4 and $ 187.1 , respectively, related to the terminated interest rate contracts.

The related net tax benefit recognized in accumulated other comprehensive income (loss) at January 31, 2025, and April 30, 2024, was $ 28.3 and $ 44.0 , respectively.

Approximately $ 12.5 of the net pre-tax loss will be recognized over the next 12 months related to the terminated interest rate contracts.

4 unchanged sentences

The following table provides information on the carrying amounts and fair values of our financial instruments.

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Amount Fair Value Carrying

12 unchanged sentences

(Level 2) Significant

(Level 3) Fair Value at October 31, 2024

(Level 3) Fair Value at January 31, 2025

Marketable securities and other investments:

28 unchanged sentences

Based on the short-term nature of these money market funds, carrying value approximates fair value.

As of October 31, 2024, our municipal obligations are scheduled to mature as follows:

As of January 31, 2025, our municipal obligations are scheduled to mature as follows:

$ 0.2 in 2025, $ 0.8 in 2026, $ 3.9 in 2027, $ 0.4 in 2028, $ 3.3 in 2029, and the remaining $ 7.3 in 2030 and beyond.

6 unchanged sentences

Debt and Financing Arrangements.

As of October 31, 2024, the Voortman business disposal group met the criteria to be classified as held for sale, and as a result, a valuation allowance of $ 260.8 was established to reflect the fair value of the disposal group less costs to sell, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed.

During the third quarter of 2025, we recognized nonrecurring fair value adjustments of $ 1.0 billion, of which $ 794.3 and $ 208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

These adjustments were included as noncash charges in our Condensed Statement of Consolidated Income.

We utilized Level 3 inputs based on management’s best estimates and assumptions to estimate the fair value of the reporting unit and the indefinite-lived trademark.

For additional information, see Note 8:

Goodwill and Other Intangible Assets.

As of January 31, 2025, the disposal group of certain Sweet Baked Snacks value brands met the criteria to be classified as held for sale, and as a result, a valuation allowance of $ 42.6 was established to reflect the fair value of the disposal group less costs to sell, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed.

The estimated pre-tax loss on the disposal group was included within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income.

We utilized Level 3 inputs based on management’s best estimates and assumptions to estimate the fair value of the disposal group.

Furthermore, the valuation allowance for the disposal group included the impact of an allocation of $ 26.3 of goodwill from the Sweet Baked Snacks segment, which was determined based on a relative fair value analysis.

For additional information, see Note 4:

Divestitures.

During the second quarter of 2025, the disposal group for the Voortman business was classified as held for sale, and as a result, an estimated pre-tax loss of $ 260.8 was recognized within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Income.

Upon close of the transaction during the third quarter of 2025, the pre-tax loss was adjusted to $ 268.4 , reflecting the fair value of the disposal group as of the transaction date.

We utilized Level 3 inputs based on management’s best estimates and assumptions to estimate the fair value of the disposal group.

Furthermore, the pre-tax loss for the divested Voortman business included the impact of an allocation of $ 251.1 of goodwill from the Sweet Baked Snacks segment, which was determined based on a relative fair value analysis.

For additional information, see Note 4:

Divestitures and Note 8:

Goodwill and Other Intangible Assets .

We lease certain warehouses, manufacturing facilities, office space, equipment, and vehicles, primarily through operating lease agreements.

12 unchanged sentences

The following table sets forth the right-of-use assets and lease liabilities recognized in the Condensed Consolidated Balance Sheets.

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Operating lease right-of-use assets $ 121.4 $ 174.6

14 unchanged sentences

The following table summarizes the components of lease expense.

Three Months Ended October 31, Six Months Ended October 31,

Three Months Ended January 31, Nine Months Ended January 31,

2025 2024 2025 2024

10 unchanged sentences

The following table sets forth cash flow and noncash information related to leases.

Six Months Ended October 31,

Nine Months Ended January 31,

Cash paid for amounts included in the measurement of lease liabilities:

7 unchanged sentences

The following table summarizes the maturity of our lease liabilities by fiscal year.

October 31, 2024

January 31, 2025

Operating Leases Finance Leases

9 unchanged sentences

The following table sets forth the weighted average remaining lease term and discount rate.

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Weighted average remaining lease term (in years):

4 unchanged sentences

Finance leases

The effective income tax rates for the three months ended October 31, 2024 and 2023, were 136.7 and 21.9 percent, respectively, and for the six months ended October 31, 2024 and 2023, were 48.7 and 22.4 percent, respectively.

The increase in the effective income tax rates, as compared to the prior year, was primarily due to an unfavorable permanent tax impact and the recognition of a taxable outside basis difference reflecting the reversal of our indefinite reinvestment assertion on the Voortman Cookies Limited entity, both associated with the classification of the Voortman business as held for sale during the second quarter of 2025.

During the three and six months ended October 31, 2024, the effective income tax rate varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to the unfavorable impacts of the classification of the Voortman business as held for sale.

During the three and six months ended October 31, 2023, the effective income tax rate varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes, partially offset by the recognition of a deductible outside basis difference related to the divestiture of the Sahale Snacks brand, which was classified as held for sale as of October 31, 2023.

For additional information, see Note 4:

Divestitures.

Income taxes decreased $ 75.3 , or 100 percent, during the three months ended January 31, 2025, as compared to the prior year.

The effective income tax rate for the third quarter of 2025 varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes and an unfavorable permanent impact associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit, partially offset by the reversal of a deferred tax liability upon completion of the sale of the Voortman Cookies Limited entity, and a favorable noncash deferred tax benefit associated with the integration of Hostess Brands into our Company.

The effective income tax rate for the third quarter of 2024 varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes and unfavorable tax impacts associated with the acquisition of Hostess Brands.

Income taxes decreased $ 32.3 , or 18 percent, during the nine months ended January 31, 2025, as compared to the prior year.

The effective income tax rate for the first nine months of 2025 varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes and unfavorable permanent impacts associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, partially offset by the favorable noncash deferred tax benefit associated with the integration of Hostess Brands into our Company.

The effective income tax rate for the first nine months of 2024 varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes and unfavorable tax impacts associated with the acquisition of Hostess Brands, partially offset by a favorable tax impact of the sale of the Sahale Snacks business.

Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an estimated $ 0.8 , primarily as a result of the expiration of statute of limitation periods.

13 unchanged sentences

Income tax benefit (expense) — ( 15.7 ) ( 0.4 ) 0.1 ( 16.0 )

Balance at October 31, 2024 $ ( 49.9 ) $ ( 137.9 ) $ ( 52.7 ) $ 1.5 $ ( 239.0 )

Balance at January 31, 2025 $ ( 53.5 ) $ ( 92.1 ) $ ( 52.4 ) $ 0.7 $ ( 197.3 )

Adjustment Net Gains (Losses)

10 unchanged sentences

Income tax benefit (expense) — ( 1.9 ) ( 0.2 ) ( 0.1 ) ( 2.2 )

Balance at October 31, 2023 $ ( 40.9 ) $ ( 148.4 ) $ ( 52.2 ) $ 1.0 $ ( 240.5 )

Balance at January 31, 2024 $ ( 31.9 ) $ ( 145.4 ) $ ( 51.7 ) $ 1.6 $ ( 227.4 )

(A) The reclassification from accumulated other comprehensive income (loss) is primarily composed of deferred gains (losses) related to terminated interest rate contracts which were reclassified to interest expense – net.

In addition, a portion of the reclassification in 2025 was reclassified to other debt gains (charges) – net resulting from the extinguishment of debt from the tender offers.

For additional information, see Note 11:

Derivative Financial Instruments.

Derivative Financial Instruments and Note 9:

Debt and Financing Arrangements.

(B) The reclassification from accumulated other comprehensive income (loss) to other income (expense) – net is composed of settlement charges and amortization of net losses and prior service costs.

3 unchanged sentences

We, like other food manufacturers, are from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business.

We are currently a defendant in a variety of such legal proceedings, and while we cannot predict with certainty the ultimate results of these proceedings or potential settlements associated with these or other matters, we have accrued losses for certain contingent liabilities that we have determined are probable and reasonably estimable at October 31, 2024.

Based on the information known to date, with the exception of the matters discussed below, we do not believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.

5 unchanged sentences

The outcome and the financial impact of these cases, if any, cannot be predicted at this time.

Accordingly, no loss contingency has been recorded for these matters as of October 31, 2024, as the likelihood of loss is not considered probable or reasonably estimable.

Accordingly, no loss contingency has been recorded for these matters as of January 31, 2025, as the likelihood of loss is not considered probable or reasonably estimable.

However, if we are required to pay significant damages, our business and financial results could be adversely impacted, and sales of those products could suffer not only in these locations but elsewhere.

2 unchanged sentences

The outcome and financial impact of this litigation cannot be predicted at this time.

Accordingly, no loss contingency has been recorded for these matters as of October 31, 2024, as the likelihood of loss is not considered probable or reasonably estimable.

Accordingly, no loss contingency has been recorded for these matters as of January 31, 2025, as the likelihood of loss is not considered probable or reasonably estimable.

Voortman Contingency:

9 unchanged sentences

Although we believe that the Claim is meritorious, no assurance can be given as to whether we will recover all, or any part, of the amounts being pursued.

Upon completion of the sale of the Voortman business, which is anticipated to occur during the third quarter of 2025, we will retain rights to the Claim.

We retained rights to the Claim upon the divestiture of the Voortman business in the third quarter of 2025 .

Common Shares

The following table sets forth common share information.

October 31, 2024 April 30, 2024

January 31, 2025 April 30, 2024

Common shares authorized 300.0 300.0

2 unchanged sentences

Repurchase Program:

During the six months ended October 31, 2024, we did not repurchase any common shares under a repurchase plan authorized by the Board of Directors (the “Board”).

As of October 31, 2024, approximately 1.1 million common shares remain available for repurchase pursuant to the Board’s authorizations.

During the nine months ended January 31, 2025, we did not repurchase any common shares under a repurchase plan authorized by the Board of Directors (the “Board”).

As of January 31, 2025, approximately 1.1 million common shares remain available for repurchase pursuant to the Board’s authorizations.

On March 2, 2023, we entered into a share repurchase plan (the “10b5-1 Plan”) established in accordance with Rule 10b5-1 of the Exchange Act in connection with the remaining common shares authorized for repurchase by the Board, which was approximately 3.5 million common shares as of April 30, 2023.

In accordance with the 10b5-1 Plan, our designated broker had the authority to repurchase approximately 2.4 million common shares, which commenced upon the sale of certain pet food brands on April 28, 2023, and expired 45 calendar days after the closure of the transaction.

In accordance with the 10b5-1 Plan, our designated broker had

the authority to repurchase approximately 2.4 million common shares, which commenced upon the sale of certain pet food brands on April 28, 2023, and expired 45 calendar days after the closure of the transaction.

During the first quarter of 2024, we repurchased approximately 2.4 million common shares for $ 362.8 under the 10b5-1 Plan.

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As a result, an excise tax of $ 3.6 was accrued on the repurchased shares during the first quarter of 2024 and included within additional capital in our Condensed Consolidated Balance Sheet.

An accrued excise tax of $ 6.7 was paid during the three and six months ended October 31, 2024, which was related to the shares repurchased under the 10b5-1 Plan during 2023 and 2024.

All other share repurchases during the six months ended October 31, 2024 and 2023, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

An accrued excise tax of $ 6.7 was paid during the nine months ended January 31, 2025, which was related to the shares repurchased under the 10b5-1 Plan during 2023 and 2024.

All other share repurchases during the nine months ended January 31, 2025 and 2024, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

Shares Issued:

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The payment of these obligations is included in cash provided by operating activities in the Condensed Statements of Consolidated Cash Flows.

Included in accounts payable in the Condensed Consolidated Balance Sheets as of October 31, 2024, and April 30, 2024, were $ 360.9 and $ 384.9 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

Included in accounts payable in the Condensed Consolidated Balance Sheets as of January 31, 2025, and April 30, 2024, were $ 315.1 and $ 384.9 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

During the first nine months of 2025 and 2024, we paid $ 1,211.9 and $ 1,280.6 , respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

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