What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-06-18 compared with 2024-06-18 · 468 added, 352 removed, 1345 unchanged (38% of the section changed)

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For the years ended April 30, 2025, 2024, and 2023:

Statements of Consolidated Income 52

Statements of Consolidated Comprehensive Income 52

Statements of Consolidated Income (Loss) 52

Statements of Consolidated Comprehensive Income (Loss) 52

Statements of Consolidated Cash Flows 54

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In making this assessment, we used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO criteria”).

On November 7, 2023, we completed the acquisition of Hostess Brands.

As permitted by the SEC, we excluded Hostess Brands operations from our assessment of internal control over financial reporting as of April 30, 2024.

Hostess Brands operations constituted 31 percent of total assets (including goodwill and other intangible assets of $5.4 billion) as of April 30, 2024, and 8 percent of net sales and 6 percent of operating income for the year then ended.

Hostess Brands operations will be included in our assessment as of April 30, 2025.

Based on our assessment of internal control over financial reporting under the COSO criteria, we concluded the internal control over financial reporting was effective as of April 30, 2025.

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Smucker Tucker H.

Chair of Board, President, and Chief Executive Officer

Chair of Board and Chief Executive Officer

Chief Financial Officer

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Smucker Company (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of April 30, 2025, based on the COSO criteria.

As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hostess Brands, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted 31 percent of total assets (including goodwill and other intangible assets of $5.4 billion) as of April 30, 2024, and 8 percent of net sales and 6 percent of operating income for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Hostess Brands, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the 2025 consolidated financial statements of the Company and our report dated June 18, 2025 expressed an unqualified opinion thereon.

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We have audited the accompanying consolidated balance sheets of The J.

Smucker Company (the “Company”) as of April 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

Smucker Company (the “Company”) as of April 30, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2025, in conformity with U.S.

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase price allocation related to the acquisition of Hostess Brands

Description of the Matter As discussed in Note 2 to the consolidated financial statements, on November 7, 2023, the Company completed the acquisition of Hostess Brands.

The total purchase consideration in connection with the acquisition was $5.4 billion, of which $1.8 billion was allocated to indefinite-lived intangible assets and $1.2 billion was allocated to customer and contractual relationships.

The Company accounted for this acquisition as a business combination.

Auditing the Company’s purchase price allocation was complex due to the significant estimation required to determine the fair value of one indefinite-lived intangible asset and the customer relationship asset.

These fair value estimates were sensitive to certain significant assumptions.

As it pertains to the indefinite-lived intangible asset, these significant assumptions include the revenue attributable to the asset, discrete revenue growth rates, royalty rate, and discount rate.

Related to the customer relationship asset, these significant assumptions include the revenue growth rates, EBITDA margin and discount rate.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Hostess brand indefinite-lived intangible trademark impairment evaluation

Description of the Matter At April 30, 2025, the net carrying value of the Company’s total indefinite-lived trademarks, was $3.8 billion, which includes the Hostess brand indefinite-lived trademark.

The Company recognized an aggregate impairment charge of $320.9 million during 2025 related to the Hostess brand indefinite-lived trademark.

As discussed in Note 1 and Note 7 of the consolidated financial statements, indefinite-lived intangible assets are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of the asset below its carrying amount.

The Company uses an income approach in its quantitative impairment tests.

The Hostess brand indefinite-lived intangible trademark is susceptible to impairment due to the narrow difference between fair value and carrying value.

Auditing the Company’s quantitative tests of the Hostess brand indefinite-lived intangible trademark was especially complex and judgmental due to the significant estimation required in determining the fair value of the indefinite-lived intangible trademark.

In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, discrete revenue growth, terminal period growth rate, and royalty rate.

Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the purchase price allocation process.

For example, we tested controls over management’s review of the significant assumptions described above along with the completeness and accuracy of the data used in these fair value estimates.

To test the estimated fair value of the indefinite-lived intangible asset and the customer relationship asset, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions described above and the underlying data used by the Company in its analysis.

As it pertains to revenue attributable to the asset and discrete revenue growth rates used to value the indefinite-lived intangible asset and revenue growth rates and EBITDA margin used to value the customer relationship, we compared the significant assumptions used by management to current industry and economic trends.

We assessed the historical results of the acquired business and performed sensitivity analyses of significant assumptions to evaluate any hypothetical change in the fair value of the indefinite-lived intangible asset and the customer relationship asset that would result from changes in significant assumptions.

In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions, including the royalty rate and discount rate used to value the indefinite-lived intangible asset and discount rate used to value to the customer relationship asset.

Furthermore, we have evaluated the Company’s disclosure of the purchase price allocation.

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s quantitative impairment tests of the Hostess brand indefinite-lived intangible trademark, including controls over the significant assumptions mentioned above.

To test the estimated fair value of the Hostess brand indefinite-lived intangible trademark, we

performed audit procedures that included, among others, assessing fair value

methodologies and testing the significant assumptions discussed above and the underlying

data used by the Company in its analysis.

As it pertains to revenue growth, we compared

the significant assumptions used by management to current industry and economic trends,

and changes to the Company’s business model, customer base or product mix, as

We assessed the historical accuracy of management’s estimates.

we involved our valuation specialists to assist with our evaluation of the methodology used

by the Company and significant assumptions, including the required rate of return and

royalty rate.

As it pertains to the required rate of return, we evaluated the components of the

weighted average cost of capital assumption used by the Company by performing an

independent corroborative calculation with the involvement of our valuation specialists.

also evaluated the premium applied to the weighted average cost of capital of the Hostess

brand indefinite-lived intangible trademark based on the asset’s characteristics.

As it pertains to

the royalty rate used in the impairment analysis, we performed an independent corroborative

profit split calculation to evaluate the royalty rate selected by the Company.

evaluated market royalty rates cited by the Company as to their relevance to the Company’s

Sweet Baked Snacks goodwill impairment evaluation

Description of the Matter At April 30, 2025, the Company’s total goodwill was $5.7 billion of that, $507.5 million relates

to the Sweet Baked Snacks segment, net of the aggregate $1.7 billion impairment charge

recognized during 2025.

Goodwill is assigned to the Company’s reporting units as

of the acquisition date.

As discussed in Note 1 and Note 7 of the consolidated financial

statements, goodwill is quantitatively tested at the reporting unit level for impairment at least

annually on February 1, or when events or circumstances occur that would more likely than

not reduce the fair value of a reporting unit below its carrying amount.

The Company uses

an income and market approach in its quantitative impairment tests.

Sweet Baked Snacks

goodwill is susceptible to impairment due to the narrow difference between fair value and

carrying value.

Auditing the Company’s quantitative impairment tests of the Sweet Baked Snacks reporting

unit was especially complex and judgmental due to the significant estimation required in

determining the fair value of the reporting unit.

In particular, the fair value estimate using the

income approach was sensitive to significant assumptions such as the weighted average

cost of capital, discrete revenue growth and terminal period growth rate.

Elements of these

significant assumptions are forward-looking and could be affected by future economic

conditions and/or changes in consumer preferences.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness

of management’s controls over the Company’s quantitative impairment tests of the Sweet

Baked Snacks reporting unit, including controls over the significant assumptions mentioned

To test the estimated fair value of the Sweet Baked Snacks reporting unit, we performed

audit procedures that included, among others, assessing fair value methodologies and

testing the significant assumptions discussed above and the underlying data used by the

Company in its quantitative test.

As it pertains to revenue growth, we compared the

significant assumptions used by management to current industry and economic trends and

changes to the Company’s business model, customer base or product mix, as applicable.

We assessed the historical accuracy of management’s estimates.

In addition, we involved

our valuation specialists to assist with our evaluation of the methodology used by the

Company and significant assumptions, including, the weighted average cost of capital.

Specifically, we evaluated the components of the weighted average cost of capital

assumptions used by the Company by performing an independent corroborative

calculation with the involvement of our valuation specialists.

/s/ Ernst & Young LLP

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Smucker Tucker H.

Chair of Board, President, and Chief Executive Officer

Chief Financial Officer

Chief Executive Officer and Chair of the Board Chief Financial Officer

SMUCKER COMPANY

STATEMENTS OF CONSOLIDATED INCOME

STATEMENTS OF CONSOLIDATED INCOME (LOSS)

Year Ended April 30,

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Amortization 219.3 191.1 206.9

Goodwill impairment charges 1,661.6 — —

Other intangible assets impairment charges 320.9 — —

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Other operating expense (income) – net ( 18.1 ) 29.2 ( 40.8 )

Operating Income 1,305.8 157.5 1,023.8

Operating Income (Loss) ( 673.9 ) 1,305.8 157.5

Interest expense – net ( 388.7 ) ( 264.3 ) ( 152.0 )

Other debt costs (A)

Other debt gains (charges) – net (A)

30.2 ( 19.5 ) —

Other income (expense) – net ( 14.4 ) ( 25.6 ) ( 14.7 )

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SMUCKER COMPANY

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

Year Ended April 30,

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Total Inventory 1,209.4 1,038.9

Investment in equity securities — 487.8

Other current assets 248.3 129.5

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Short-term borrowings 640.8 591.0

Current operating lease liabilities 40.5 33.2

Other current liabilities 301.1 356.0

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Amortization 219.3 191.1 206.9

Realized loss on investment in equity securities – net 21.5 — —

Goodwill impairment charges 1,661.6 — —

Other intangible assets impairment charges 320.9 — —

Realized loss on investment in equity securities – net — 21.5 —

Pension settlement loss (gain) — 3.2 7.4

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Settlement of interest rate contracts — 42.5 —

Make-whole payments included in financing activities — — 7.0

Defined benefit pension contributions ( 5.0 ) ( 4.1 ) ( 74.1 )

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Proceeds from long-term debt 650.0 4,285.0 —

Repayments of long-term debt, including make-whole payments ( 1,791.0 ) — ( 1,157.0 )

Repayments of long-term debt ( 1,300.0 ) ( 1,791.0 ) —

Capitalized debt issuance costs ( 3.0 ) ( 32.1 ) —

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Purchase of treasury shares ( 2,416,945 ) ( 0.7 ) ( 132.8 ) ( 242.9 ) ( 376.4 )

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

Stock plans 222,693 0.1 25.7 ( 1.1 ) 24.7

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Purchase of treasury shares ( 29,747 ) — ( 3.7 ) 0.8 ( 2.9 )

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

Stock plans 260,547 0.1 28.5 0.8 29.4

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Based on the short-term nature of these assets, carrying value approximates fair value.

There were no cash equivalents within cash and cash equivalents at April 30, 2024, and $ 614.0 at April 30, 2023, in the Consolidated Balance Sheets.

As of April 30, 2025 and 2024, there were no cash equivalents within cash and cash equivalents in the Consolidated Balance Sheets.

Revenue Recognition:

Most of our revenue is derived from the sale of food and beverage products to food retailers, online retailers, and foodservice distributors and operators.

Principally all of our revenue is derived from the sale of food and beverage products to food retailers, online retailers, and foodservice distributors and operators.

We recognize revenue when obligations under the terms of a contract with a customer have been satisfied.

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Advertising Expense:

Advertising costs are expensed as incurred and are included in SD&A in the Statements of Consolidated Income.

Advertising costs are expensed as incurred and are included in SD&A in the Statements of Consolidated Income (Loss).

Advertising expense was $ 181.0 , $ 182.5 , and $ 160.3 in 2025, 2024, and 2023, respectively.

Research and Development Costs:

Research and development (“R&D”) costs are expensed as incurred and are included in SD&A in the Statements of Consolidated Income.

Research and development (“R&D”) costs are expensed as incurred and are included in SD&A in the Statements of Consolidated Income (Loss).

R&D costs include expenditures for new and existing product and manufacturing process innovations, which are comprised primarily of internal salaries and wages, consulting, testing, and other supplies attributable to time spent on R&D activities.

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The weighted-average period over which this amount is expected to be recognized is 1.9 years.

Realized excess tax benefits and tax deficiencies are presented in the Statements of Consolidated Cash Flows as an operating activity and are recognized within income taxes in the Statements of Consolidated Income.

In 2024, 2023 and 2022, the excess tax benefits realized upon exercise or vesting of share-based compensation awards were $ 2.9 , $ 1.4 , and $ 1.1 , respectively.

In 2025, the excess tax expense realized upon exercise or vesting of share-based compensation was $ 1.0 , and in 2024 and 2023, the excess tax benefits were $ 2.9 , and $ 1.4 , respectively.

For additional discussion on share-based compensation expense, see Note 13:

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Further, we compute net income (loss) per common share – assuming dilution (“diluted earnings per share”) under either the two-class method or the treasury method, dependent on which is more dilutive.

In 2024 and 2022, the computation of diluted earnings per share was more dilutive under the treasury stock method.

In 2023, 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.

Therefore, in 2023, diluted earnings per share was computed under the two-class method.

In 2025 and 2023, 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.

Therefore, in 2025 and 2023, diluted earnings per share was computed under the two-class method.

In 2024, the computation of diluted earnings per share was more dilutive under the treasury stock method.

Basic earnings per share is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period.

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A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.

We recognize income taxes on global intangible low-taxed income (“GILTI”) as a period expense in the period in which the tax is incurred.

We account for the financial statement recognition and measurement criteria of a tax position taken or expected to be taken in a tax return under FASB ASC 740, Income Taxes .

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure.

In accordance with the requirements of ASC 740, uncertain tax positions have been classified in the Consolidated Balance Sheets as noncurrent, except to the extent payment is expected

within one year.

ASC 740 also provides guidance on derecognition, classification, interest

and penalties, accounting in interim periods, and disclosure.

In accordance with the requirements of ASC 740, uncertain tax positions have been classified in the Consolidated Balance Sheets as noncurrent, except to the extent payment is expected within one year.

We recognize net interest and penalties related to unrecognized tax benefits in income tax expense.

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When aware that a specific customer has been impacted by circumstances such as bankruptcy filings or deterioration in the customer’s operating results or financial position, potentially making it unable to meet its financial obligations, we record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible.

We also record reserves for credit loss for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience, and an evaluation of current and projected economic conditions at the balance sheet date.

We also record reserves for credit loss for all other customers based on a variety of factors, including the length of credit terms and risk class, historical collection experience, and an evaluation of current and projected economic conditions at the balance sheet date.

Trade receivables are charged off against the reserve for credit losses after we determine that the potential for recovery is remote.

At April 30, 2024 and 2023, the reserve for credit loss was $ 8.7 and $ 2.3 , respectively.

At April 30, 2025 and 2024, the reserve for credit losses were $ 1.5 and $ 8.7 , respectively.

We believe there is no concentration of risk with any single customer whose failure or nonperformance would materially affect results other than as discussed in Note 5:

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Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net undiscounted cash flows estimated to be generated by such assets.

If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount exceeds the estimated fair value of the assets.

Assets to be disposed of by sale are recognized as held for sale at the lower of carrying

value or fair value less costs to sell.

assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount exceeds the estimated fair value of the assets.

Assets to be disposed of by sale are recognized as held for sale at the lower of carrying value or fair value less costs to sell.

Furthermore, determining fair value is subject to estimates of both cash flows and discount rates, and different estimates could yield different results.

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Goodwill is the excess of the purchase price paid over the estimated fair value of the net assets of a business acquired.

In accordance with FASB ASC 350, Intangibles – Goodwill and Other , goodwill and other indefinite-lived intangible assets are not amortized but are reviewed at least annually for impairment.

In accordance with FASB ASC 350, Intangibles – Goodwill and Other , goodwill and other indefinite-lived intangible assets are not amortized and are assessed at least annually for impairment.

We conduct our annual test for impairment of goodwill and other indefinite-lived intangible assets as of February 1 of each year.

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We also use a market-based approach to estimate the fair value of our reporting units.

An equal weighting of estimated value under these approaches is used to determine the fair value of each reporting unit, respectively.

The discount rates utilized in the cash flow analyses are developed using a weighted-average cost of capital methodology.

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Further, upon disposal of a business, a relative fair value analysis is utilized to determine the amount of goodwill to be disposed of for each impacted reporting unit, using estimates and assumptions consistent with the annual test.

Following the allocation of goodwill to the disposal group, the remaining goodwill is assessed for potential indicators of impairment.

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives.

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Investments in common stock of entities other than our consolidated subsidiaries in which we own less than 20 percent of an entity’s common stock and do not provide significant influence are accounted for as a financial instrument in accordance with FASB ASC 321, Investments – Equity Securities.

As required by ASC 321, the ownership interest in the entity is recognized at fair value based on fixed or determinable prices within current assets in the Consolidated Balance Sheets, and any change in fair value is included in other income (expense) – net in the Statements of Consolidated Income.

The net proceeds received from the divestiture of certain pet food brands included approximately 5.4 million shares of Post common stock, which represented approximately an 8 percent equity interest in Post as of April 30, 2023.

The net proceeds received from the divestiture of certain pet food brands in 2023 included approximately 5.4 million shares of Post common stock, which represented approximately an 8 percent equity interest in Post as of April 30, 2023.

The fair value of the investment in Post common stock was $ 487.8 at April 30, 2023.

Upon selling the Post common stock on November 15, 2023, the investment in equity securities was valued at $ 460.9 .

We recognized a realized pre-tax loss of $ 30.7 on the investment, with $ 26.9 and $ 3.8 of the loss recognized during the years ended April 30, 2024 and 2023, respectively, which were included in other income (expense) – net in the Statements of Consolidated Income.

For additional information, see Note 3:

Derivative Financial Instruments and Note 11:

Other Financial Instruments and Fair Value Measurements.

Divestitures and Note 10:

Derivative Financial Instruments.

Equity Method Investments:

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We have no economic interest in a supplier’s decision to enter into these agreements.

Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell

amounts under these arrangements.

Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements.

However, our right to offset balances due from suppliers against our payment obligations is restricted by the agreement for those payment obligations that have been sold by our suppliers.

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Included in accumulated other comprehensive income (loss) at April 30, 2025 and 2024, were foreign currency losses of $ 41.7 and $ 39.2 , respectively.

Recently Issued Accounting Standards:

Recently Adopted Accounting Standards:

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

This ASU requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), other segment expenses included in each reported measure of segment profitability, and disclosure of the title and position of the CODM.

During 2025, we adopted the annual disclosure requirements on a retrospective basis.

The additional disclosures required are presented in Note 5:

Reportable Segments.

The adoption of this standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standard Not Yet Adopted:

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 will provide investors with more decision-useful information about an entity’s expenses by improving disclosures on income statement expenses.

The amendments in this ASU will require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items.

It will be effective for our annual period beginning May 1, 2027, and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective dates on either a prospective or retrospective basis.

We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

In March 2024, the SEC adopted the climate-related final rule 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 March 2025, the SEC voted to end its defense of the rule.

In April 2025, the court halted further proceedings indefinitely, pending further notice, and directed the SEC to file a status report with its next steps by July 23, 2025.

We will continue to monitor whether or not this rule will become effective.

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

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It will be effective for us on May 1, 2025, and can be adopted either on a prospective or retrospective basis.

We are currently evaluating the impacts of the standard on our financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

It will be effective for our annual period beginning May 1, 2024, and interim periods beginning May 1, 2025, with the option to early adopt at any time prior to the effective dates and will require adoption on a retrospective basis.

We are currently evaluating the impacts of the standard on our financial statements and disclosures.

In July 2023, the SEC adopted the final rule under SEC Release No.

33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure , requiring current reporting about material cybersecurity incidents and annual disclosures on management’s processes for assessing, identifying, and managing material cybersecurity risks, the material impacts of cybersecurity threats and previous cybersecurity incidents, the Board oversight of cybersecurity risks, and management’s role and expertise in assessing and managing material cybersecurity risks.

SEC Release No.

33-11216 was effective for us on November 1, 2023, and did not have a material impact on our financial statements and disclosures.

The additional disclosures required are presented in Part I, Item 1C in this Annual Report on Form 10-K.

In December 2022, the SEC adopted the final rule under SEC Release No.

33-11138, Insider Trading Arrangements and Related Disclosures , which requires new disclosures regarding insider trading policies and procedures, the use of Rule 10b5-1 plans by directors and officers, and stock option grants issued in close proximity to the release of material nonpublic information.

SEC Release No.

33-11138 was effective for us on May 1, 2023, and did not have a material impact on our financial statements and disclosures.

The additional disclosures required are presented in Part III, Item 10 in this Annual Report on form 10-K.

We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

Risks and Uncertainties:

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Green coffee, peanuts, oils and fats, flour, sugar, fruit, and other ingredients are obtained from various suppliers.

The availability, quality, and costs of many of these commodities have fluctuated, and may continue to fluctuate over time, partially driven by the elevated commodity and supply chain costs we experienced in 2024.

We actively monitor changes in commodity and supply chain costs, and to mitigate the rising costs, we may be required to implement material

price increases across our business.

Green coffee, along with certain other raw materials, is sourced solely from foreign countries, and its supply and price is subject to high volatility due to factors such as weather, global supply and demand, product scarcity, plant disease, investor speculation, geopolitical conflicts (including the ongoing conflicts between Russia and Ukraine and Israel and Hamas), changes in governmental agricultural and energy policies and regulation, and political and economic conditions in the source countries.

The availability, quality, and costs of many of these commodities have fluctuated, and may continue to fluctuate over time, partially driven by the continued elevated commodity and supply chain costs we experienced in 2025.

We actively monitor changes in commodity and supply chain costs, and to mitigate the rising costs, we may be required to implement material price increases across our business.

demand, product scarcity, plant disease, investor speculation, geopolitical conflicts, changes in governmental agricultural and energy policies and regulation, political and economic conditions in the source countries, and tariffs.

Raw materials are generally available from numerous sources, although we have elected to source certain plastic packaging materials for our Folgers coffee products, as well as our Jif peanut butter, and certain finished goods, such as K-Cup ® pods, our Pup-Peroni dog snacks, and liquid coffee, from primary or single sources of supply pursuant to long-term contracts.

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We consider our relationships with key raw material suppliers to be in good standing.

We have consolidated production capacity at a single manufacturing site for certain products, including substantially all of our coffee, Milk-Bone dog snacks, Voortman cookies, and fruit spreads.

We have consolidated production capacity at a single manufacturing site for certain products, including the majority of our coffee, Milk-Bone dog snacks, and fruit spreads.

Although steps are taken at all of our manufacturing sites to reduce the likelihood of a production disruption, an interruption at a single manufacturing site would result in a reduction or elimination of the availability of some of our products for a period of time.

Of our full-time employees, 27 percent are covered by union contracts at eleven manufacturing locations, inclusive of Hostess Brands employees.

The contracts vary in term depending on location, with six contracts expiring in 2025, representing approximately 10 percent of our total employees.

Of our full-time employees, 22 percent are covered by union contracts at nine manufacturing locations.

The contracts vary in term depending on location, with three contracts expiring in 2026, representing approximately 10 percent of our total employees.

We insure our business and assets in each country against insurable risks, to the extent that we deem appropriate, based upon an analysis of the relative risks and costs.

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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 cookie brand.

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

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Approximately 3,000 employees transitioned with the business at the close of the transaction.

The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including $ 637.3 in net sales and $ 73.4 in operating income, are included within the Sweet Baked Snacks segment for 2024.

The operating income for the year ended April 30, 2024, includes the recognition of an unfavorable fair value purchase accounting adjustment of $ 8.3 , attributable to the acquired inventory, and excludes special project costs recognized within the segment.

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.

The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including net sales and an operating loss of $ 1,178.8 and $ 2,162.3 , respectively, are included within the Sweet Baked Snacks segment for 2025.

The operating loss for the year ended April 30, 2025, includes $ 1,661.6 of pre-tax impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit, $ 320.9 of pre-tax impairment charges related to the Hostess brand indefinite-lived trademark, a $ 44.2 pre-tax loss on the disposal of certain Sweet Baked Snacks value brands, a $ 265.9 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.

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.

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 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 fair values of the assets acquired and liabilities assumed at the acquisition date.

Assets acquired:

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Accounts payable $ 67.3

Current operating lease liabilities 4.7

Other current liabilities 249.0

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Net assets acquired $ 5,496.8

Certain estimated fair values for the acquisition, including goodwill, intangible assets, property, plant, and equipment, 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 measurement period not to exceed one year, as permitted under FASB 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 $ 164.8 remains deductible as of April 30, 2025.

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.

We are evaluating the impact of these anticipated operational synergies and growth opportunities across our reporting units and, as a result, have not allocated goodwill to our other reporting units as of April 30, 2024;

however, we will complete our evaluation and allocate goodwill, as appropriate, by the end of the measurement period.

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.

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

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 2025, we recognized total pre-tax impairment charges of $ 1,982.5 , of which $ 1,661.6 and $ 320.9 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 2025.

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

For additional information, refer to Note 7:

Goodwill and Other Intangible Assets.

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

Intangible assets with finite lives:

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Total intangible assets $ 3,038.6

The estimated annual amortization expense for the finite-lived intangible assets based on the preliminary purchase price allocation is $ 71.6 .

The annual amortization expense for the finite-lived intangible assets based on the purchase price allocation at the acquisition date was $ 71.6 .

Hostess Brands’ results of operations are included in our 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 2024 and 2023, would have been as follows:

Year Ended April 30,

If the transaction had occurred on May 1, 2022, unaudited pro forma consolidated results for the year ended April 30, 2024, would have been as follows:

April 30, 2024

Net sales $ 8,912.8

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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 January 2, 2024, we sold the Canada condiment business to TreeHouse Foods.

The transaction included Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and McLarens pickled onions brands, inclusive of certain trademarks.

Under our ownership, these brands generated net sales of $ 43.8 , $ 61.6 , and $ 62.7 in 2024, 2023, and 2022, respectively, which were included in the International operating segment.

Final net proceeds from the divestiture were $ 25.3 , inclusive of a working capital adjustment and cash transaction costs.

We recognized a pre-tax loss of $ 5.7 during 2024, within other operating expense (income) – net in the Statement of Consolidated Income.

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

The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand.

Under our ownership, the Sahale Snacks brand generated net sales of $ 24.1 , $ 48.4 , and $ 47.4 in 2024, 2023, and 2022, respectively, primarily included in the U.S.

Retail Frozen Handheld and Spreads segment.

Final net proceeds from the divestiture were $ 31.6 , inclusive of a working capital adjustment and cash transaction costs.

We recognized a pre-tax loss of $ 6.7 during 2024, within other operating expense (income) – net in the Statement of Consolidated Income.

The following table summarizes the net assets and liabilities disposed, which were measured at the lower of carrying amount or fair value less costs to sell.

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM.

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

Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $ 48.4 and $ 30.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

Net proceeds from the divestiture were $ 34.6 , inclusive of the final working capital adjustment and cash transaction costs.

We recognized a pre-tax loss of $ 44.2 during 2025, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

On December 2, 2024, we sold the Voortman business to 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 $ 86.3 and $ 65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

Net proceeds from the divestiture were $ 291.4 , inclusive of the final working capital adjustment and cash transaction costs.

We recognized a pre-tax loss of $ 265.9 during 2025, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

The following table summarizes the net assets and liabilities disposed at April 30, 2025, which were measured at the lower of carrying amount or fair value less costs to sell.

April 30, 2025

Condiment Sahale Snacks

Sweet Baked Snacks value brands Voortman

Assets disposed:

Cash and cash equivalents $ — $ 1.4

Inventories 4.2 7.7

Other current assets — 0.7

Property, plant, and equipment – net 43.1 33.9

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Other intangible assets – net 5.0 363.0

Other noncurrent assets — 0.3

Total assets disposed $ 79.7 $ 666.0

Liabilities disposed:

Other current liabilities $ — $ 0.8

Accrued expenses $ 0.1 $ 1.9

Current operating lease obligations 0.6 1.3

Deferred income taxes — 97.3

Noncurrent operating lease liabilities 0.2 7.4

Other noncurrent liabilities — 0.8

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Net assets disposed $ 78.8 $ 557.3

On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods.

The transaction included Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and McLarens pickled onions brands, inclusive of certain trademarks.

Under our ownership, these brands generated net sales of $ 43.8 and $ 61.6 in 2024 and 2023, respectively, which were included in the International operating segment.

Final net proceeds from the divestiture were $ 25.3 , inclusive of a working capital adjustment and cash transaction costs.

Upon completion of this transaction during 2024, we recognized a pre-tax loss of $ 5.7 , within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

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

Under our ownership, the Sahale Snacks brand generated net sales of $ 24.1 and $ 48.4 in 2024 and 2023, respectively, primarily included in the U.S.

Retail Frozen Handheld and Spreads segment.

Final net proceeds from the divestiture were $ 31.6 , inclusive of a working capital adjustment and cash transaction costs.

Upon completion of this transaction during 2024, we recognized a pre-tax loss of $ 6.7 , within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

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

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.

Under our ownership, these brands generated net sales of $ 1.5 billion and $ 1.4 billion in 2023 and 2022, respectively, primarily included in the U.S.

Under our ownership, these brands generated net sales of $ 1.5 billion in 2023, primarily included in the U.S.

Retail Pet Foods segment.

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.

We recognized a pre-tax loss of $ 1.0 billion upon completion of this transaction during 2023, within other operating expense (income) – net in the Statement of Consolidated Income.

We recognized a pre-tax loss of $ 1.0 billion upon completion of this transaction during 2023, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

During 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss.

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Derivative Financial Instruments.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus.

The transaction included products sold under the R.W.

Knudsen and TruRoots brands, inclusive of certain trademarks, a licensing agreement for Santa Cruz Organic beverages, dedicated manufacturing and distribution facilities in Chico, California and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

The transaction did not include Santa Cruz Organic nut butters, fruit spreads, syrups, or applesauce.

Under our ownership, the businesses generated net sales of $ 106.7 in 2022, primarily included in the U.S.

Retail Frozen Handheld and Spreads segment.

Final net proceeds from the divestiture were $ 98.7 , inclusive of a working capital adjustment and cash transaction costs.

We recognized a pre-tax gain of $ 28.3 related to the natural beverage and grains businesses, of which $ 26.7 was recognized during 2022, and the remaining $ 1.6 was recognized upon finalization of the working capital adjustment in 2023, and is included within other operating expense (income) – net in the Statements of Consolidated Income.

On December 1, 2021, we sold the private label dry pet food business to Diamond Pet Foods.

The transaction included dry pet food products sold under private label brands, a dedicated manufacturing facility located in Frontenac, Kansas, and approximately 220 employees who supported the private label dry pet food business.

The transaction did not include any branded products or our private label wet pet food business.

Under our ownership, the business generated net sales of $ 62.3 in 2022, included in the U.S.

Retail Pet Foods segment.

Final net proceeds from the divestiture were $ 32.9 , net of cash transaction costs.

Upon completion of this transaction during 2022, we recognized a pre-tax loss of $ 17.1 , within other operating expense (income) – net in the Statement of Consolidated Income.

Special Project Costs

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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 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 Statements of Consolidated Income (Loss) and are not allocated to segment profit.

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

Divestiture Costs:

Total divestiture costs related to the divested Sahale Snacks and Canada condiment businesses are anticipated to be approximately $ 6.0 , consisting primarily of employee-related and lease termination costs, all of which are expected to be cash charges with the majority recognized in 2024 and the remainder to be recognized during the first half of 2025.

We incurred $ 3.9 of employee-related costs and $ 1.6 of other transition and termination costs related to lease termination costs during 2024.

The obligation related to severance and retention bonuses was $ 2.5 at April 30, 2024, and is expected to be settled during the first half of 2025.

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

Total divestiture costs incurred to date related to the divested Sahale Snacks and Canada condiment businesses were $ 6.4 , which included $ 4.3 and $ 2.1 of employee-related and other transition and termination costs, respectively.

We incurred divestiture costs of $ 0.9 and $ 5.5 during the 2025 and 2024, respectively, which primarily consisted of employee-related costs and a noncash gain related to a lease termination in 2025.

As of April 30, 2025, we do not anticipate any additional costs to be incurred related to these divestiture activities.

The obligation related to severance and retention bonuses was $ 2.5 at April 30, 2024, and was fully satisfied as of April 30, 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 over half of the costs expected to be recognized in 2025.

The majority of these costs are expected to be cash charges and incurred by the end of 2026.

We have recognized total cumulative costs of $ 6.5 during 2025, primarily consisting of other transition and termination costs.

For additional information, see Note 3:

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Integration Costs:

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.

The majority of the integration costs are expected to be cash charges with most recognized during 2024.

The remainder are expected to be incurred by the end of 2026 and are expected to be split between employee-related costs and other transition and termination costs.

Total integration costs related to the acquisition of Hostess Brands are anticipated to be approximately $ 190.0 and include transaction costs, employee-related costs, and other transition and termination charges, with the majority expected to be cash charges.

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

2025 2024 Total Costs Incurred to Date at April 30, 2025

Transaction costs $ — $ 99.0 $ 99.0

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Total integration costs $ 37.5 $ 147.4 $ 184.9

Noncash charges of $ 3.2 were incurred through April 30, 2024, which primarily consisted of accelerated depreciation.

Transaction costs primarily reflect equity compensation pay-outs, legal fees, and fees related to the 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 $ 28.0 at April 30, 2024.

Cumulative noncash charges incurred through April 30, 2025 were $ 15.4 , including $ 12.2 and $ 3.2 incurred during 2025 and 2024, respectively, and primarily consisted of accelerated depreciation.

Transaction costs primarily reflect equity compensation payouts, legal fees, and fees related to a 364-day senior unsecured 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 $ 6.2 and $ 28.0 at April 30, 2025 and 2024, respectively, and is expected to be settled in 2026.

For additional information, see Note 2:

Restructuring Costs:

A restructuring program was approved by the Board during 2021, associated with opportunities identified to reduce our overall cost structure, optimize our organizational design, and support our portfolio reshape.

The program was further expanded in 2022 to include the costs associated with the divestitures of the private label dry pet food and natural beverage and grains businesses, as well as closure of certain production facilities.

The restructuring activities were considered complete as of April 30, 2023.

The costs incurred associated with these restructuring activities included other transition and termination costs related to our cost reduction and margin management initiatives, inclusive of accelerated depreciation, as well as employee-related costs.

For additional information related to the divestiture s, see Note 3:

Divestitures.

During 2022, we completed the transition of liquid coffee production to JDE Peet’s, and expanded the restructuring program to include certain costs associated with the divestitures of the private label dry pet food and natural beverage and grains businesses, as well as the closure of our Ripon, Wisconsin production facility to further optimize operations for our U.S.

Retail Frozen Handheld and Spreads business.

We completed the closure of the Ripon facility during 2023.

The following table summarizes our restructuring costs incurred related to the restructuring program.

2023 2022 Total Costs

Incurred to Date

at April 30, 2023

Employee-related costs $ 3.5 $ 6.3 $ 27.1

Other transition and termination costs 7.6 22.2 36.6

Total restructuring costs $ 11.1 $ 28.5 $ 63.7

The obligation related to severance costs and retention bonuses was $ 1.6 at April 30, 2023, and was fully satisfied during the first quarter of 2024.

Cumulative noncash charges incurred through April 30, 2023, to date were $ 33.2 , and included $ 10.2 and $ 18.6 incurred during 2023 and 2022 respectively, which primarily consisted of accelerated depreciation.

On May 27, 2025, we announced plans to close our Indianapolis, Indiana manufacturing facility, which manufactures Hostess branded products, and consolidate operations into other existing facilities by early calendar year 2026 to further optimize operations for our Sweet Baked Snacks segment.

We anticipate incurring approximately $ 75.0 of costs related to these efforts, consisting of $ 60.0 in noncash charges for accelerated depreciation and $ 15.0 in employee-related and other transition and termination costs.

Reportable Segments

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The presentation of International and Away From Home represents a combination of all other operating segments that are not individually reportable.

As disclosed in Note 2:

Acquisition, we acquired Hostess Brands in a cash and stock transaction on November 7, 2023, resulting in the new Sweet Baked Snacks reportable segment for 2024.

Further, the historical U.S.

Retail Consumer Foods reportable segment has been renamed to U.S.

Retail Frozen Handheld and Spreads;

however, there is no change to the manner in which the segment was previously presented.

We do not anticipate any impact to our other historical reportable segments, as we do not anticipate any changes to the internal manner in which we will manage and report these reportable segments.

Retail Coffee segment primarily includes the domestic sales of Folgers , Dunkin’ , and Café Bustelo branded coffee;

Retail Frozen Handheld and Spreads segment primarily includes the domestic sales of Smucker’s and Jif branded products;

Retail Coffee segment primarily inclu des the domestic sales of Folgers , Dunkin’ , and Café Bustelo branded coffee;

Retail Frozen Handheld and Spreads segment primarily includes the domestic sales of Uncrustables , Jif , and Smucker’s branded products;

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).

Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which we manage our segments.

However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain expenses such as amortization expense and impairment charges related to intangible assets, gains and losses on divestitures, change in net cumulative unallocated derivative gains and losses, special project costs, as well as corporate administrative expenses.

Reportable segments have been identified based on financial data utilized to manage our businesses by our CODMs, Mark Smucker, Chief Executive Officer and Chair of the Board, and John Brase, President and Chief Operating Officer.

The CODMs use net sales and segment profit to evaluate segment performance and allocate resources, including consideration of plan-to-actual variances and prior year-to-actual variances on a monthly basis.

Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which the CODMs manage our segments.

However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain expenses such as amortization expense and impairment charges related to intangible assets, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, special project costs, as well as corporate administrative expenses.

Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold.

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We would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by a change in the estimated fair value of the underlying exposures.

The following table reconciles segment profit to income before income taxes and presents total assets;

total depreciation, amortization, and impairment charges;

and total additions to property, plant, and equipment by segment.

The following tables reconcile segment profit to income before income taxes.

Year Ended April 30, 2025

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

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

Net sales $ 2,806.6 $ 1,877.0 $ 1,663.6 $ 1,178.8 $ 1,200.1 $ 8,726.1

Segment cost of products sold (A)

1,709.3 1,167.5 936.0 779.9 797.8

Retail Coffee $ 2,704.4 $ 2,735.3 $ 2,497.3

Retail Frozen Handheld and Spreads 1,815.6 1,630.9 1,707.2

Retail Pet Foods (A)

Segment selling and distribution expense (B)

308.4 276.7 281.5 181.8 158.1

Sweet Baked Snacks 637.3 — —

International and Away From Home 1,198.6 1,124.9 1,030.1

Total net sales $ 8,178.7 $ 8,529.2 $ 7,998.9

Segment profit:

Retail Coffee $ 759.2 $ 737.7 $ 736.7

Retail Frozen Handheld and Spreads 434.1 352.6 424.2

Retail Pet Foods (A)

Other segment items (C)

( 6.2 ) 7.5 ( 13.5 ) ( 2.7 ) ( 3.2 )

Sweet Baked Snacks 138.2 — —

International and Away From Home 208.1 143.3 142.0

Total segment profit $ 1,941.7 $ 1,728.5 $ 1,698.8

Segment profit $ 795.1 $ 425.3 $ 459.6 $ 219.8 $ 247.4 $ 2,147.2

Reconciliation of segment profit:

Amortization ( 219.3 )

Goodwill impairment charges ( 1,661.6 )

Other intangible assets impairment charges ( 320.9 )

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Change in net cumulative unallocated derivative gains and losses 58.2

Cost of products sold – special project costs (B)

Cost of products sold – special project costs (D)

Other special project costs (D)

Other debt gains (charges) – net (D)

Corporate administrative expenses ( 322.5 )

Other income (expense) – net (D)

Income (loss) before income taxes $ ( 1,046.8 )

Year Ended April 30, 2024

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

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

Net sales $ 2,704.4 $ 1,815.6 $ 1,822.8 $ 637.3 $ 1,198.6 $ 8,178.7

Segment cost of products sold (A)

1,572.8 1,118.8 1,131.7 410.0 833.8

Other special project costs (B)

Segment selling and distribution expense (B)

330.1 261.8 296.7 89.9 158.3

Other debt costs (B)

Other segment items (C)

42.3 0.9 ( 7.7 ) ( 0.8 ) ( 1.6 )

Segment profit $ 759.2 $ 434.1 $ 402.1 $ 138.2 $ 208.1 $ 1,941.7

Reconciliation of segment profit:

Amortization ( 191.1 )

Gain (loss) on divestitures – net ( 12.9 )

Interest expense – net ( 264.3 )

Change in net cumulative unallocated derivative gains and losses 6.7

Cost of products sold – special project costs (D)

Other special project costs (D)

Other debt gains (charges) – net (D)

Corporate administrative expenses ( 305.5 )

Other income (expense) – net (B)

Other income (expense) – net (D)

Income (loss) before income taxes $ 996.4

Year Ended April 30, 2023

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

Retail Pet Foods (E)

Sweet Baked Snacks International and Away From Home Total

Net sales $ 2,735.3 $ 1,630.9 $ 3,038.1 $ — $ 1,124.9 $ 8,529.2

Segment cost of products sold (A)

1,680.4 1,078.1 2,100.8 — 840.3

Segment selling and distribution expense (B)

315.6 217.1 457.1 — 146.9

Other segment items (C)

1.6 ( 16.9 ) ( 14.7 ) — ( 5.6 )

Segment profit $ 737.7 $ 352.6 $ 494.9 $ — $ 143.3 $ 1,728.5

Reconciliation of segment profit:

Amortization ( 206.9 )

Gain (loss) on divestitures – net ( 1,018.5 )

Interest expense – net ( 152.0 )

Change in net cumulative unallocated derivative gains and losses ( 21.4 )

Cost of products sold – special project costs (D)

Other special project costs (D)

Corporate administrative expenses ( 313.1 )

Other income (expense) – net (D)

Income (loss) before income taxes $ ( 9.2 )

(A) Segment cost of products sold excludes special project costs related to certain divestiture, acquisition, integration, and restructuring activities and the change in net cumulative unallocated derivative gains and losses.

For more information, see Note 4:

Special Project Costs and Note 10:

Derivative Financial Instruments.

(B) Segment selling and distribution expense excludes corporate administrative expenses and special project costs that are not allocated to the segments.

(C) Other segment items primarily reflects the loss (gain) on disposal of assets, plant administrative expenses, equity method investment income, and royalty income.

In 2024, the U.S.

Retail Coffee segment includes an unfavorable impact related to the termination of a supplier agreement.

In 2023, the U.S.

Frozen Handheld and Spreads segment includes a favorable impact related to the J if peanut butter recall.

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

For more information, see Note 4:

Special Project Costs and Note 8:

Debt and Financing Arrangements.

(E) On April 28, 2023, we sold certain pet food brands to Post, and the divested net sales were primarily included in the U.S.

Retail Pet Foods segment.

For more information, see Note 3:

Divestitures.

The following table presents total assets;

total depreciation, amortization, and impairment charges;

and total additions to property, plant, and equipment by segment.

Year Ended April 30,

2025 2024 2023

Retail Coffee $ 4,927.8 $ 4,826.3 $ 4,808.9

Retail Frozen Handheld and Spreads 3,263.1 3,257.1 2,972.7

Retail Pet Foods (A)

4,784.1 4,994.3 7,167.4

Retail Pet Foods 4,679.3 4,784.1 4,994.3

Sweet Baked Snacks 3,394.9 6,267.1 —

International and Away From Home 1,037.1 989.6 978.3

Unallocated (C)

Unallocated (A)

261.1 149.5 1,237.2

3 unchanged sentences

Retail Frozen Handheld and Spreads 90.8 81.6 76.3

Retail Pet Foods (A)

Retail Pet Foods 121.3 118.1 178.7

Sweet Baked Snacks (B)

2,092.0 59.6 —

Sweet Baked Snacks 59.6 — —

International and Away From Home 37.4 32.4 31.7

Unallocated (D)

Unallocated (C)

45.6 38.0 42.7

3 unchanged sentences

Retail Frozen Handheld and Spreads 157.6 334.5 341.6

Retail Pet Foods (A)

83.4 64.3 74.0

Retail Pet Foods 83.2 83.4 64.3

Sweet Baked Snacks 43.0 41.2 —

1 unchanged sentence

Total additions to property, plant, and equipment $ 393.8 $ 586.5 $ 477.4

(A) On April 28, 2023, we sold certain pet food brands to Post, and the divested net sales were primarily included in the U.S.

Retail Pet Foods segment.

For more information, see Note 3:

Divestitures.

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

(A) Primarily represents unallocated cash and cash equivalents and corporate-held investments.

(B) During 2025, we recognized pre-tax impairment charges of $ 1,661.6 and $ 320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, respectively.

For more information, see Note 7:

Special Project Costs and Note 8:

Debt and Financing Arrangements.

(D) Primarily represents unallocated corporate administrative expenses, mainly consisting of depreciation and software amortization.

Goodwill and Other Intangible Assets.

(C) Primarily represents unallocated corporate administrative expenses, mainly consisting of depreciation and software amortization.

The following table presents certain geographical information.

25 unchanged sentences

Retail Coffee

Sweet Baked Goods 1,093.0 572.5 — Sweet Baked Snacks

Pet snacks 944.7 1,024.8 1,052.4 U.S.

Retail Pet Foods

Frozen handheld 918.2 791.1 686.4 U.S.

Retail Frozen Handheld and Spreads

Peanut butter 827.8 814.1 635.6 U.S.

2 unchanged sentences

Retail Pet Foods

Frozen handheld 791.1 686.4 510.7 U.S.

Retail Frozen Handheld and Spreads

Sweet baked goods 572.5 — — Sweet Baked Snacks

Fruit spreads 400.8 427.2 426.2 U.S.

1 unchanged sentence

Portion control 211.9 207.9 163.7 Other (B)

Baking mixes and ingredients 90.3 94.3 85.5 Other (B)

Toppings and syrups 96.8 88.4 88.9 U.S.

Retail Frozen Handheld and Spreads

Baking mixes and ingredients 88.1 90.3 94.3 Other (B)

Cookies 86.3 64.8 — Sweet Baked Snacks

Dog food 24.4 76.4 980.0 U.S.

Retail Pet Foods

Cookies 64.8 — — Sweet Baked Snacks

Other 96.8 165.8 211.8 Other (B)

3 unchanged sentences

Sales to Walmart Inc.

and subsidiaries amounted to 33 percent of net sales in 2024 and 34 percent of net sales in both 2023 and 2022.

and subsidiaries amounted to 33 percent of net sales in both 2025 and 2024 and 34 percent of net sales in 2023.

These sales are primarily included in our U.S.

27 unchanged sentences

Further, we computed diluted earnings per share under the two-class method and treasury stock method to determine the method that was most dilutive, in accordance with FASB ASC 260, Earnings Per Share .

In 2024 and 2022, 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.

In 2023, 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.

Therefore, in 2023, diluted earnings per share was computed under the two-class method.

In 2025 and 2023, 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.

Therefore, in 2025 and 2023, diluted earnings per share was computed under the two-class method.

In 2024, the computation of diluted earnings per share was more dilutive under the treasury stock method.

Goodwill and Other Intangible Assets

4 unchanged sentences

Balance at May 1, 2023 $ 2,090.9 $ 1,147.5 $ 1,580.2 $ — $ 398.3 $ 5,216.9

Acquisition — — — 2,447.2 — 2,447.2

Divestiture — ( 7.6 ) — — ( 3.9 ) ( 11.5 )

1 unchanged sentence

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

Acquisition — — — 2,447.2 — 2,447.2

Divestiture — ( 7.6 ) — — ( 3.9 ) ( 11.5 )

Impairment charges (B)

— — — ( 1,661.6 ) — ( 1,661.6 )

Balance at April 30, 2024 (B)

Divestitures — — — ( 277.7 ) — ( 277.7 )

Other (A) (C)

— — — ( 0.4 ) ( 0.2 ) ( 0.6 )

(A) The amounts classified as other represent foreign currency translation adjustments.

Balance at April 30, 2025 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ 507.5 $ 391.5 $ 5,710.0

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

(B) Included in goodwill as of April 30, 2025, are accumulated goodwill impairment charges of $ 1,904.5 .

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

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

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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.

As of February 1, 2024, we completed the annual impairment review, in which goodwill impairment was tested at the reporting unit level for all of our reporting units with goodwill.

During the second quarter of 2025, the disposal group for the Voortman business, inclusive of approximately $ 251.0 of goodwill within the Sweet Baked Snacks reporting unit that was allocated to the disposal group based on a relative fair value analysis, was classified as held for sale.

As a result, a pre-tax loss on the divestiture of $ 260.8 was recognized and included as a noncash charge in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

We evaluated whether it was more likely than not that the remaining goodwill of the Sweet Baked Snacks reporting unit was impaired as of October 31, 2024, and concluded that no impairment existed at this date.

On December 2, 2024, we completed the divestiture of the Voortman business.

During the third quarter of 2025, we completed the integration of the Hostess Brands business and operations, but continued to face execution challenges from a distribution, merchandising, and competitive standpoint, which resulted in lost market share.

Further, the sweet baked goods category continued to face increased inflationary pressures and diminished discretionary income for consumers.

These factors were key inputs into our long-range planning process, which was also completed during the third quarter of 2025, and indicated a decline in forecasted net sales and segment profit for the Sweet Baked Snacks reporting unit.

As a result, we performed an interim impairment assessment of the Sweet Baked Snacks reporting unit that indicated an estimated fair value significantly below the carrying value of the reporting unit.

We also performed an interim impairment assessment of the Hostess brand indefinite-lived trademark.

As a result of these assessments, 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.

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

We completed the annual impairment assessment, in which goodwill was tested for impairment at the reporting unit level for each reporting unit with goodwill as of the annual assessment date.

As part of our annual evaluation, we did not recognize any impairment charges related to our reporting units or indefinite-lived intangible assets.

The estimated fair value exceeded the carrying value by greater than 10 percent for all our reporting units and indefinite-lived intangible assets, with the exception of the Sweet Baked Snacks reporting unit, for which its fair value exceeded its carrying value by approximately 3 percent, as the carrying value approximates estimated fair value due to the recent acquisition of Hostess Brands.

Any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges for the

Sweet Baked Snacks segment.

The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, as the carrying values approximated estimated fair values due to the impairment charges recognized during the third quarter of 2025.

During the fourth quarter of 2025, we continued to underperform as compared to plan in both net sales and segment profit for the Sweet Baked Snacks segment as a result of ongoing performance challenges from a distribution, merchandising, and competitive standpoint and sustained challenges in the sweet baked goods category.

Performance during the fourth quarter of 2025 reflected the impact of a dynamic macroeconomic environment, inclusive of a reduction in discretionary consumer spending and the changing regulatory environment.

Furthermore, in conjunction with the recently announced leadership transition, we re-evaluated the strategic priorities for the Sweet Baked Snacks segment to drive growth for the Hostess brand, with a focus on strengthening our portfolio, elevating our execution, and refocusing our strategy to reignite sustainable growth.

Following the leadership transition, we revised our financial plan for 2026 as compared to prior expectations, reflecting near-term underperformance, an evolving macroeconomic environment, and updated Sweet Baked Snacks strategic priorities, inclusive of the recently announced closure of the Indianapolis, Indiana manufacturing facility in 2026.

The updated financial plan reflects decreased net sales and segment profit, as compared to the projections used in the annual impairment review.

The overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category since acquisition, led to a reduction of the forecasted long-term growth rate for the Sweet Baked Snacks reporting unit.

As a result of these declines and the narrow differences between estimated fair values and carrying values as of the annual assessment date, we performed an interim impairment assessment of the Sweet Baked Snacks reporting unit that indicated an estimated fair value significantly below the carrying value of the reporting unit.

We also performed an interim impairment assessment of the Hostess brand indefinite-lived trademark.

As a result of these assessments, we recognized total pre-tax impairment charges of $ 980.0 during the fourth quarter of 2025, of which $ 867.3 and $ 112.7 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

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

The goodwill and indefinite-lived trademark within the Sweet Baked Snacks segment remain susceptible to future impairment charges.

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 reporting unit.

There were no other indicators of impairment during the fourth quarter of 2025, 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 April 30, 2025.

For additional information, see Goodwill and Other Intangible Assets in Note 1:

2 unchanged sentences

Divestitures.

In 2022, we recognized an impairment charge of $ 150.4 related to the divested Rachael Ray Nutrish brand within the U.S.

Retail Pet Foods segment, primarily driven by the re-positioning of this brand within the Pet Foods brand portfolio, which led to a decline in the current and long-term net sales expectations and the royalty rate used in the valuation analysis.

This charge was included as a noncash charge in our Statement of Consolidated Income.

Debt and Financing Arrangements

27 unchanged sentences

1,000.0 983.2 1,000.0 982.6

Term Loan Credit Agreement due March 5, 2027 $ 650.0 $ 649.9 $ — $ —

Total long-term debt $ 7,103.2 $ 7,036.8 $ 7,850.0 $ 7,773.0

2 unchanged sentences

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

In March 2025, we entered into a Term Loan for an unsecured $ 650.0 term facility.

Borrowings under the Term Loan bear interest on the prevailing SOFR and are payable at the end of the borrowing term.

The Term Loan matures on March 5, 2027, and does not require scheduled amortization payments.

Voluntary prepayments are permitted without premium or penalty.

On March 14, 2025, the full amount was drawn on the Term Loan to partially finance the repayment of $ 1.0 billion in principal of our 3.50% Senior Notes due March 15, 2025.

Capitalized debt issuance costs associated with the Term Loan will be amortized to interest expense – net in the Statements of Consolidated Income (Loss) over the time period for which the debt is outstanding.

As of April 30, 2025, the interest rate on the Term Loan was 5.43 percent.

In March 2025, we also entered into an unsecured revolving credit facility with a group of ten banks, which provides for a revolving credit line of $ 2.0 billion and matures in March 2030.

As a result of the new facility in March 2025, we terminated the previous $ 2.0 billion revolving credit facility.

The new revolving credit facility includes approximately $ 3.9 of capitalized debt issuance costs, to be amortized to interest expense – net in the Statements of Consolidated Income (Loss) over the time for which the revolving credit facility is effective.

Borrowings under the revolving credit facility bear interest on the prevailing U.S.

Prime Rate, SOFR, Euro Interbank Offered Rate, or Canadian Overnight Repo Rate Average, based on our election.

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

We did not have a balance outstanding under the new revolving credit facility as of April 30, 2025, or the previous facility as of April 30, 2024.

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 principal 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 year ended April 30, 2025, included within other debt gains (charges) – net on the Statement of Consolidated Income (Loss).

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 10:

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 Statements of Consolidated Income (Loss) 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.

4 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 in the Statement of Consolidated Income during the year ended April 30, 2024, 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 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 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 2022, we prepaid $ 400.0 in principal of the Senior Notes due March 15, 2022, and as a result, we recognized a net loss on extinguishment of $ 6.9 , which primarily consisted of a make-whole payment and was included in other income (expense) – net in the Statement of Consolidated Income.

Included in other debt gains (charges) – net in the Statement of Consolidated Income (Loss) during the year ended April 30, 2024 was $ 19.5 related to financing fees associated with the Bridge Loan.

In 2020, we completed an offering of $ 800.0 in Senior Notes due March 15, 2030, and March 15, 2050.

5 unchanged sentences

We may prepay all or part of the Senior Notes at 100 percent of the principal amount thereof, together with the accrued and unpaid interest, and any applicable make-whole amount.

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

Borrowings under the revolving credit facility bear interest on the prevailing U.S.

Prime Rate, SOFR, Euro Interbank Offered Rate, or Canadian Dealer Offered Rate, based on our election.

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

We did not have a balance outstanding under the revolving credit facility at April 30, 2024, or 2023.

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 April 30, 2024, we had $ 591.0 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 5.48 percent.

As of April 30, 2023, we did not have a balance outstanding under the commercial paper program.

As of April 30, 2025 and 2024, we had $ 641.0 and $ 591.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 4.73 and 5.48 percent, respectively.

Interest paid totaled $ 410.6 , $ 170.7 , and $ 153.1 in 2025, 2024, and 2023, 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 payment of other debt fees.

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 payment of other debt fees.

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

10 unchanged sentences

To determine the ultimate obligation under our defined benefit pension and other postretirement benefit plans, we must estimate the future cost of benefits and attribute that cost to the time period during which each covered employee works.

Various actuarial assumptions must be made in order to predict and measure costs and obligations many years prior to the settlement date, the most significant being the interest rates used to discount the obligations of the plans, the long-term rates of return on the plans’ assets, and mortality assumptions.

of return on the plans’ assets, and mortality assumptions.

We, along with third-party actuaries and investment managers, review all of these assumptions on an ongoing basis to ensure that the most reasonable information available is being considered.

38 unchanged sentences

As of April 30, 2025, a 50 basis-point decrease in the discount rate assumption would increase the 2026 net periodic benefit cost by approximately $ 0.2 , and the benefit obligation would increase by approximately $ 13.1 .

In addition, we anticipate using an expected rate of return on plan assets of 4.70 percent for the U.S.

In addition, we anticipate using an expected rate

of return on plan assets of 5.48 percent for the U.S.

defined benefit pension plans.

9 unchanged sentences

Interest cost 17.7 18.5 2.7 2.6

Amendments 0.2 — — —

Actuarial loss (gain) (A)

24 unchanged sentences

As a result, we recognized a noncash pre-tax settlement charge of $ 3.2 related to the acceleration of prior service cost for the portion of the plan surplus to be allocated to plan members, which is subject to regulatory approval before a payout can be made.

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

We did not recognize any charges related to the Canadian Buy-Out Contract during 2023 and 2022.

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

We did not recognize any charges related to the Canadian Buy-Out Contract during 2025.

In October 2023, we approved an amendment to terminate one of our U.S.

3 unchanged sentences

During the plan year ended December 31, 2023, the asset allocation for the plan’s assets was adjusted in anticipation of the plan termination.

Upon settlement of the pension obligations, we will reclassify unrecognized actuarial gains or losses, currently recorded in accumulated other comprehensive income (loss), to the Consolidated Statement of Income as a settlement gain or charge.

Upon settlement of the pension

obligations, we will reclassify unrecognized actuarial gains or losses, currently recorded in accumulated other comprehensive income (loss), to the Statement of Consolidated Income (Loss) as a settlement gain or charge.

As of April 30, 2025, we had unrecognized losses related to the plan of $ 43.6 .

32 unchanged sentences

In determining the expected long-term rate of return on the defined benefit pension plans’ assets, we consider the historical rates of return, the nature of investments, the asset allocation, and expectations of future investment strategies.

The actual rate of return was a loss of 2.90 percent and 2.30 percent for the years ended April 30, 2024 and 2023, respectively, which excludes administrative and investment expenses.

Based on our improved funded status and the anticipated termination of one of our U.S.

The actual rate of return was a gain of 8.50 percent and a loss of 2.90 percent for the years ended April 30, 2025 and 2024, respectively, which excludes administrative and investment expenses.

Based on the anticipated termination of one of our U.S.

qualified defined benefit pension plans, our current investment policy includes a mix of investments that consist of approximately 75 percent fixed-income securities, 15 percent equity securities, and 10 percent cash and cash equivalents.

15 unchanged sentences

Other types of investments (E)

— 13.3 — 13.3

Total financial assets measured at fair value $ 262.3 $ 7.3 $ — $ 269.6

11 unchanged sentences

International (C)

15.7 — — 15.7

Fixed-income securities:

24 unchanged sentences

In accordance with ASU 2015-07, the private equity fund and private limited investment partnership were removed from the total financial assets measured at fair value and disclosed separately.

In 2025, we do not expect to make any contributions to our U.S.

qualified defined benefit pension plans, except as required to fund the U.S.

In 2026, we expect to make contributions of $ 1.0 to increase funding for our U.S.

qualified defined benefit pension plans, along with contributions required to fund the U.S.

defined benefit plan we plan to terminate, which will be equal to the shortfall following the payment of lump sums and purchase of a group annuity contract.

16 unchanged sentences

The zone status is based on information that we received from the plan and is certified by the plan’s actuary.

During calendar year 2023, the Bakery and Confectionery Union Fund was in Red Zone status, as the current funding status was 48.50 percent.

At January 1, 2024, the Bakery and Confectionery Union Fund was in Red Zone status, as the current funding status was 45.2 percent.

A funding improvement plan, or rehabilitation plan, has been implemented.

3 unchanged sentences

After working directly with the PBGC to review and revise assumptions, the Bakery and Confectionary Union Fund submitted a revised application for assistance on February 21, 2024.

The application for relief was approved on June 20, 2024 and on July 22, 2024 the plan received relief funds.

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, soybean meal, wheat, corn, 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 year ended April 30, 2025, recognized in earnings within other debt gains (charges) – net on the Statement of Consolidated Income (Loss), netting with the gain on extinguishment associated with the tender offers.

For additional information, see Note 8:

Debt and Financing Arrangements.

Equity Forward Derivative:

During the first quarter of 2024, we began entering into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock.

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 Statement of Consolidated Income, netting with the change in fair value of the underlying shares.

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 Statements of Consolidated Income (Loss), 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.

20 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 received of $ 1.9 and collateral pledged of $ 17.0 at April 30, 2024 and 2023, respectively, and are included in other current assets in the Consolidated Balance Sheets.

Our cash margin accounts represented collateral pledged of $ 37.5 and collateral received of $ 1.9 at April 30, 2025 and 2024, respectively, and are included in other current assets in the Consolidated Balance Sheets.

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

In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual

counterparties.

Cash flows associated with the settlement of derivative instruments are classified in the same line item as the cash flows of the related hedged item, which is within operating activities in the Statements of Consolidated Cash Flows.

27 unchanged sentences

( 12.8 ) ( 13.6 ) ( 13.5 )

Gains (losses) reclassified from accumulated other comprehensive income to other (expense) – net (B)

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

Change in accumulated other comprehensive income (loss) $ 69.7 $ 13.6 $ 13.5

(A) Interest expense – net, as presented in the Statements of Consolidated Income, was $ 264.3 , $ 152.0 , and $ 160.9 in 2024, 2023, and 2022, respectively.

(A) Interest expense – net, as presented in the Statements of Consolidated Income (Loss), was $ 388.7 , $ 264.3 , and $ 152.0 in 2025, 2024, and 2023, respectively.

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

(B) Other income (expense) – net, as presented in the Statements of Consolidated Income, was $ 25.6 , $ 14.7 , and $ 19.1 in 2024, 2023, and 2022, respectively.

The reclassification is related to the debt extinguishment during 2022, as discussed in Note 8:

(B) Other debt gains (charges) – net, as presented in the Statements of Consolidated Income (Loss), was a gain of $ 30.2 and a charge of $ 19.5 in 2025 and 2024, respectively.

There were no reported other debt gains (charges) – net in 2023.

The reclassification is related to the debt extinguishment due to the tender offers in 2025, as discussed in Note 8:

Debt and Financing Arrangements.

2 unchanged sentences

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

Fair Value Hedges

In 2015, we terminated the interest rate swap on the Senior Notes due October 15, 2021, which was designated as a fair value hedge and used to hedge against the changes in the fair value of the debt.

As a result of the early termination, we received $ 58.1 in cash, which included $ 4.6 of accrued and prepaid interest.

The gain on termination was recorded as an increase in the long-term debt balance and was recognized over the life of the debt as a reduction of interest expense.

As of April 30, 2022, we had fully recognized the gain of $ 53.5 , of which $ 4.0 was recognized in 2022.

Other Financial Instruments and Fair Value Measurements

7 unchanged sentences

Derivative financial instruments – net 62.1 62.1 28.2 28.2

Investment in equity securities — — 487.8 487.8

Total long-term debt ( 7,036.8 ) ( 7,242.0 ) ( 7,773.0 ) ( 7,652.9 )

17 unchanged sentences

Foreign currency exchange contracts – net — ( 0.7 ) — ( 0.7 )

Total long-term debt (D)

Total long-term debt (C)

( 6,532.5 ) ( 709.5 ) — ( 7,242.0 )

13 unchanged sentences

Foreign currency exchange contracts – net 0.5 1.3 — 1.8

Investment in equity securities (C)

487.8 — — 487.8

Total long-term debt (D)

Total long-term debt (C)

( 7,652.9 ) — — ( 7,652.9 )

11 unchanged sentences

Derivative Financial Instruments.

The investment in equity securities represented our equity interest in Post of approximately 8 percent as of April 30, 2023, which was valued using the trading value of Post common stock.

The investment in equity securities was valued at $ 460.9 on the settlement date.

As a result, we recognized a realized pre-tax loss of $ 30.7 on the investment, of which $ 26.9 and $ 3.8 was recognized during 2024 and 2023, respectively, and was included in other income (expense) – net in the Statements of Consolidated Income.

For additional information, see Investment in Equity Securities in Note 1:

Accounting Policies and Note 3:

Divestitures .

(D) Long-term debt is composed of public Senior Notes, which are traded in an active secondary market and valued using quoted prices.

The public Senior Notes are traded in an active secondary market and valued using quoted prices.

The fair value of the Term Loan is based on the net present value of each interest and principal payment calculated utilizing an interest rate derived from an estimated yield curve obtained from independent pricing sources for similar types of term loan borrowing arrangements.

For additional information, see Note 8:

Debt and Financing Arrangements.

During 2024, we recognized a loss on divestiture in our Statement of Consolidated Income related to the divestiture of Sahale Snacks .

We acquired Hostess Brands on November 7, 2023, and as a result, the underlying assets acquired and liabilities assumed were adjusted to their estimated fair values at the date of acquisition, which was determined based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management.

During 2025, we recognized nonrecurring fair value adjustments of $ 1,982.5 , of which $ 1,661.6 and $ 320.9 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 Statement of Consolidated Income (Loss).

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 as of the date of each test for impairment.

For additional information, see Note 7:

Goodwill and Other Intangible Assets.

During 2025, we recognized losses in our Statement of Consolidated Income (Loss) related to the divested Voortman business and certain Sweet Baked Snacks value brands.

The pre-tax losses for the divested Voortman business and certain Sweet Baked Snacks value brands included the impact of an allocation of $ 251.1 and $ 26.6 of goodwill, respectively, from the Sweet Baked Snacks segment, which were determined based on relative fair value analyses.

The noncash impact of the goodwill disposed was included in the pre-tax loss on the divestitures in our Statement of Consolidated Income (Loss).

During 2024, we recognized a loss on divestiture in our Statement of Consolidated Income (Loss) related to the divestiture of Sahale Snacks .

The pre-tax loss for the divested Sahale Snacks business included the impact of an allocation of $ 11.5 of goodwill, primarily in the U.S.

Retail Frozen Handheld and Spreads segment, which was determined based on a relative fair value analysis.

The impact of the goodwill disposed was included in the noncash pre-tax loss on the divestiture in our Statement of Consolidated Income.

Furthermore, we acquired Hostess Brands on November 7, 2023, and as a result, the underlying assets acquired and liabilities assumed were adjusted to their estimated fair values at the date of acquisition, which was determined based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management.

During 2023, we recognized a loss on divestiture in our Statement of Consolidated Income related to the divestiture of certain pet food brands.

The noncash impact of the goodwill disposed was included in the pre-tax loss on the divestiture in our Statement of Consolidated Income (Loss).

During 2023, we recognized a loss on divestiture in our Statement of Consolidated Income (Loss) related to the divestiture of certain pet food brands.

The loss on divestiture included the impact of an allocation of $ 790.3 of goodwill, primarily in the U.S.

Retail Pet Foods segment, which was determined based on a relative fair value analysis.

The impact of the goodwill disposed was included in the noncash pre-tax loss on the divestiture in our Statement of Consolidated Income.

We recognized an impairment charge of $ 150.4 during 2022 related to the divested Rachael Ray Nutrish brand within the U.S.

Retail Pet Foods segment.

The noncash impact of the goodwill disposed was included in the pre-tax loss on the divestiture in our Statement of Consolidated Income (Loss).

For additional information, see Note 2:

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We consider our credit rating and the current economic environment in determining this collateralized rate.

As of April 30, 2024, we have entered into a lease commitment related to a Canadian corporate office for which the lease has not yet commenced as of that date.

The lease will begin during the third quarter of 2025, and upon commencement, we expect to recognize a right-of-use asset and lease liability of approximately $ 1.9 in the Condensed Consolidated Balance Sheet.

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

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Machinery and equipment

$ 25.4 $ 18.7

Accumulated depreciation

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During 2025, 2024, and 2023, these awards were administered through the 2020 Equity and Incentive Compensation Plan (the “2020 Plan”), which was approved by our shareholders in August 2020.

The previous 2010 Equity and Incentive Compensation Plan (the “2010 Plan”) expired and the 2020 Plan became effective in November 2020, at which time the common shares remaining available for issuance under the 2010 Plan were transferred to the 2020 Plan.

During 2021, awards were administered through the 2010 Plan and the 2020 Plan.

Awards under these plans may be in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units, incentive awards, and other share-based awards, and they may be granted to our non-employee directors, consultants, officers, and other employees.

Awards under the 2020 Plan may be in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units, incentive awards, and other share-based awards, and they may be granted to our non-employee directors, consultants, officers, and other employees.

Deferred stock units granted to non-employee directors vest immediately and, along with dividends credited on those deferred stock units, are paid out in the form of common shares upon termination of service as a non-employee director.

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Under the 2020 Plan, we granted 84,568 and 113,970 stock options during 2024 and 2023, respectively.

No stock options were granted in 2025.

Stock options granted in 2024 and 2023 vest ratably over a period of three years .

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The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions for stock options granted:

2024 2023 2022

Expected volatility 25.0 % 25.0 %

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Outstanding at May 1, 2024 656,959 $ 125.40

Granted 84,568 153.26

Exercised ( 16,600 ) 111.86

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The closing market price of our common stock on the last trading day of 2025 was $ 116.27 per share.

The stock options granted during 2024 have a weighted-average grant date fair value of $ 33.94 per option.

Compensation cost related to stock options is recognized ratably over the service period from the grant date through the end of the requisite service period.

During 2025, 2024, and 2023, we recognized compensation cost of $ 1.9 , $ 2.8 , and $ 3.1 , respectively.

The annual tax benefit related to the stock option expense was $ 0.7 for 2024, 2023, and 2022.

The annual tax benefit related to the stock option expense was $ 0.4 , $ 0.7 , and $ 0.7 for 2025, 2024, and 2023, respectively.

As of April 30, 2025, we had unrecognized compensation cost of $ 1.1 related to the stock options that were granted in 2024 and 2023.

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2023 146,290 131.96 130,939 133.01

The restricted shares and deferred stock units granted in 2024, 2023, and 2022 under our new long-term incentive compensation program vest ratably over three years from the date of grant.

The restricted shares and deferred stock units granted in 2025, 2024, and 2023 under our long-term incentive compensation program vest ratably over three years from the date of grant.

The performance units granted in 2025, 2024, and 2023 vest three years from the date of grant and are converted to common shares upon vesting based on the performance achieved during the service period.

The performance goal for the performance units is based on adjusted earnings per share and return on invested capital targets.

The performance goals for the performance units granted in 2024 and 2023 are based on adjusted earnings per share and return on invested capital targets.

The performance goals for the performance units granted in 2025 are based on adjusted earnings per share and average net sales growth.

Dividend equivalents are accumulated on the performance units from the date of grant, but participants only receive payment if the awards vest.

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Total income tax expense $ 184.0 $ 252.4 $ 82.1

The income tax expense of $ 184.0 for 2025 includes unfavorable permanent impacts associated with the goodwill impairment charges for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, partially offset by the favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our Company and certain state legislative changes enacted during the year.

The income tax expense of $ 252.4 for 2024 includes unfavorable permanent and deferred tax impacts associated with the acquisition of Hostess Brands.

The income tax expense of $ 82.1 for 2023 includes unfavorable permanent tax impacts associated with the sale of certain pet food brands.

The following table sets forth a reconciliation of the statutory federal income tax rate and the effective income tax rate.

Year Ended April 30,

(Percent of pre-tax income) 2024 2023 2022

(Percent of pre-tax income or loss) 2025 2024 2023

Statutory federal income tax rate 21.0 % 21.0 % 21.0 %

Acquisition of Hostess Brands — 1.3 —

Deferred tax benefit from Hostess integration

Sale of certain pet food brands — — ( 776.4 )

Sale of Voortman business

State and local income taxes 4.2 2.9 ( 157.7 )

Deferred tax expense from internal restructuring — — 2.0

Deferred tax benefit from state legislative changes 1.9 — —

Goodwill impairment charges ( 39.2 ) — —

Other items – net ( 0.7 ) 0.1 20.7

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Income taxes paid $ 332.1 $ 316.5 $ 254.8

The income tax expense of $ 252.4 for 2024 includes unfavorable permanent and deferred tax impacts associated with the acquisition of Hostess Brands.

The income tax expense of $ 82.1 for 2023 includes unfavorable permanent tax impacts associated with the sale of certain pet food brands.

The income tax expense of $ 212.1 for 2022 includes unfavorable deferred tax impacts of an internal legal entity simplification.

We are a voluntary participant in the Compliance Assurance Process (“CAP”) program offered by the IRS and are currently under a CAP examination for the tax years ended April 30, 2023, April 30, 2024, and April 30, 2025.

During 2024, the IRS concluded the CAP examinations for the 2019 through 2022 tax years.

The tax years prior to 2020 are no longer subject to U.S.

During 2025, the IRS concluded the CAP examinations for the 2023 and 2024 tax years.

The fiscal years prior to 2022 are no longer subject to U.S.

federal tax examination under the statute of limitations.

With limited exceptions, we are no longer subject to examination for state, local, and foreign jurisdictions for the tax years prior to 2021.

As part of the acquisition of Hostess Brands, we assumed a tax receivable agreement payable to C.

Dean Metropoulos and entities under his control.

Subsequent to the acquisition, we terminated all future payments under the tax receivable agreement in exchange for a cash payment of $ 86.4 , which was included within financing activities in the Statement of Consolidated Cash Flows for the year ended April 30, 2024.

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting.

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We evaluate the realizability of deferred tax assets for each of the jurisdictions in which we operate.

The total valuation allowance increased by an immaterial amount during the year.

The total valuation allowance increased by $ 7.4 during the year, primarily as a result of the sale of the Voortman business.

As of April 30, 2025, we have determined that a portion of our undistributed earnings, in Canada, is not permanently reinvested, resulting in the recognition of an immaterial deferred tax liability.

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Balance at May 1, $ 4.6 $ 5.3 $ 6.5

Current year tax positions — — 0.1

Prior year tax positions — — 0.2

Acquired business — 1.3 —

Expiration of statute of limitations periods 1.3 2.0 1.2

Prior year tax positions — — —

Disposed business 0.8 — —

Balance at April 30, $ 2.5 $ 4.6 $ 5.3

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(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 10:

Derivative Financial Instruments.

Derivative Financial Instruments and Note 8:

Debt and Financing Arrangements.

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

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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 April 30, 2025.

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.

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.

Class Action Lawsuits:

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Product Recall:

In May 2022, we initiated a voluntary recall of select Jif peanut butter products produced at our Lexington, Kentucky facility and sold primarily in the U.S., due to potential salmonella contamination.

At that time, we also suspended the manufacturing of Jif peanut butter products at the Lexington facility.

We partnered with retailers to restock Jif peanut butter products and returned to normal levels by the end of 2023.

During 2023 and 2022, we recognized total direct costs associated with the recall of approximately $ 120.0 , net of insurance recoveries, related to customer returns, fees, unsaleable inventory, and other product recall-related costs, primarily within our U.S.

Retail Frozen Handheld and Spreads segment.

There were no significant direct costs recognized during 2024.

Further, the FDA issued a Warning Letter on January 24, 2023, following an inspection of our Lexington facility completed in June 2022 in connection with the Jif voluntary recall, identifying concerns regarding certain practices and controls at the facility.

We responded to the Warning Letter with a detailed explanation of our food safety plan and extensive verification activities to prevent contamination in Jif peanut butter products.

In addition, we strengthened our already stringent quality processes.

The FDA delivered its Establishment Inspection Report concluding the June 2022 inspection in March 2024.

Although the FDA has concluded its inspection, other agencies may nonetheless conclude that certain practices or controls were not in compliance with the FDCA or other laws.

Any potential regulatory action based on such an agency conclusion could result in the imposition of injunctive terms and monetary payments that could have a material adverse effect on our business, reputation, brand, results of operations, and financial performance, as well as affect ongoing consumer litigation associated with the voluntary recall of Jif peanut butter products.

The outcome and financial impact of the ongoing consumer litigation or any potential regulatory action associated with the Jif voluntary recall cannot be predicted at this time.

We are defendants in ongoing consumer litigation associated with a voluntary recall of select Jif peanut butter products initiated in May 2022.

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 April 30, 2025, and the likelihood of loss is not considered probable or reasonably estimable.

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Per agreement with the RWI insurers, we will not be required to return the Proceeds under any circumstances.

On November 3, 2022, pursuant to the agreement with the RWI insurers, Voortman brought the Claim, related to the breaches against certain of the Sellers.

On November 3, 2022, pursuant to the agreement with the RWI insurers, Voortman brought the Claim against certain of the Sellers related to the alleged breaches.

The Claim alleges the seller defendants made certain non-disclosures and misrepresentations to induce Hostess Brands to overpay for Voortman.

We are seeking damages of $ 109.0 CAD representing the amount of the aggregate liability of the Sellers for indemnification under the Purchase Agreement, $ 5.0 CAD in punitive

or aggravated damages, interest, proceedings fees, and any other relief the presiding court deems appropriate.

We are seeking damages of $ 109.0 CAD representing the amount of the aggregate liability of the Sellers for indemnification under the Purchase Agreement, $ 5.0 CAD in punitive or aggravated damages, interest, proceedings fees, and any other relief the presiding court deems appropriate.

A portion of any recovery will be shared with the RWI insurers.

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.

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

Common Shares

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In accordance with the Inflation Reduction Act, a one percent excise tax was applied to share repurchases after December 31, 2022.

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 Consolidated Balance Sheet.

In 2023, we repurchased approximately 2.4 million common shares for $ 358.0 pursuant to the authorizations of the Board and an excise tax of $ 3.6 was accrued on the repurchased shares.

All other share repurchases during 2024 and 2023 consisted of shares repurchased from stock plan recipients in lieu of cash payments.

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

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

All other share repurchases during the twelve months ended April 30, 2025 and 2024, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

Shares Issued:

On November 7, 2023, we acquired Hostess Brands, and as a result, we issued approximately 4.0 million common shares valued at $ 450.2 in exchange for the outstanding shares of Hostess Brands common stock to partially fund the acquisition of Hostess Brands.

The shares issued were based on each outstanding share of Hostess Brands common stock receiving $ 30.00 per share in cash and 0.03002 shares of our common shares, which represented a value of $ 4.25 based on the closing stock price of our common shares on September 8, 2023, the last trading day preceding September 11, 2023, the date on which the execution of the Hostess Brands merger agreement was publicly announced.

The shares issued were based on each outstanding share of Hostess Brands common stock receiving $ 30.00 per share

in cash and 0.03002 shares of our common shares, which represented a value of $ 4.25 based on the closing stock price of our common shares on September 8, 2023, the last trading day preceding September 11, 2023, the date on which the execution of the Hostess Brands merger agreement was publicly announced.

For additional information on the acquisition of Hostess Brands, see Note 2:

Supplier Financing Program

As part of ongoing efforts to maximize working capital, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms.

Payment terms with our suppliers, which we deem to be commercially reasonable, range from 0 to 180 days.

We have an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution.

Participating suppliers can sell one or more of our payment obligations at their sole discretion, and our rights and obligations to our suppliers are not impacted.

We have no economic interest in a supplier’s decision to enter into these agreements.

Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements.

However, our right to offset balances due from suppliers against our payment obligations is restricted by the agreement for those payment obligations that have been sold by our suppliers.

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

The following table presents the rollforwards of our outstanding payment obligations under the supplier financing program, which are included in accounts payable in the Consolidated Balance Sheets as of April 30, 2025 and 2024.

Supplier financing program obligations outstanding at the beginning of the year $ 384.9 $ 414.2

Invoice amounts added during the year 1,517.8 1,656.2

Invoice amounts paid during the year ( 1,562.3 ) ( 1,685.5 )

Supplier financing program obligations outstanding at the end of the year $ 340.4 $ 384.9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data