4 unchanged sentences
Changes in Internal Controls:
−Removed: There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as noted below.
−Removed: On November 7, 2023, we acquired Hostess Brands, as discussed in Note 2:
−Removed: Acquisition in Part II, Item 8 in this Annual Report on Form 10-K.
−Removed: As part of the purchase price allocation process, procedures were performed to validate the assets acquired and liabilities assumed, including existence testing and a preliminary valuation of the tangible and intangible assets acquired.
−Removed: We are currently integrating Hostess Brands into our operations and internal control processes, and as permitted by the SEC rules and regulations for newly acquired businesses, we have excluded Hostess Brands from our assessment of the effectiveness of our internal controls over financial reporting of April 30, 2024.
−Removed: Hostess Brands constituted $6,267.1 of our consolidated total assets as of April 30, 2024.
−Removed: For the year then ended, Hostess Brands net sales was $637.3 and operating
−Removed: income was $73.4, which excludes special project costs recognized within the segment.
−Removed: Hostess Brands will be included in management’s evaluation of internal control over financial reporting as of April 30, 2025.
+Added: There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s report on internal control over financial reporting and the attestation report of our independent registered public accounting firm are included on pages 48 and 49 of this Annual Report on Form 10-K, respectively.
6 unchanged sentences
The information required by this Item as to the Company’s Insider Trading and Disclosure Policy is incorporated herein by reference to the information set forth under the caption “Description of Compensation Policies and Agreements with Executive Officers – Insider Trading Arrangements and Policies” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 13, 2025 .
−Removed: The Board has adopted a Code of Conduct, last revised April 2022, which applies to our directors, principal executive officer, and principal financial and accounting officer.
+Added: The Board has adopted a Code of Conduct, last revised June 2025, which applies to our directors, principal executive officer, and principal financial and accounting officer.
The Board has adopted charters for each of the Audit, Compensation and People, and Nominating, Governance, and Corporate Responsibility Committees and has also adopted Corporate Governance Guidelines.
10 unchanged sentences
(a)(1) Financial Statements:
−Removed: (a)(2) See the Index to Financial Statements on page 48 of this Annual Report on Form 10-K.
+Added: See the Index to Financial Statements on page 47 of this Annual Report on Form 10-K.
+Added: (a)(2) Financial Statement Schedules:
Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or notes thereto.
9 unchanged sentences
Amended Regulations of the J.
−Removed: Smucker Company (as Amended January 20, 2023)
+Added: Smucker Company (as Amended April 3 0, 202 5 )
Description of Capital Stock
13 unchanged sentences
Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein
−Removed: Nonemployee Director Stock Plan dated January 1, 1997*
Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*
13 unchanged sentences
Form of Restricted Stock Agreement*
−Removed: Form of Special One-Time Grant of Restricted Stock Agreement*
−Removed: Form of Special One-Time Grant of Deferred Stock Units Agreement*
−Removed: Exhibit Number Exhibit Description
−Removed: Form of Performance Units Agreement*
−Removed: Form of Restricted Stock Agreement*
Form of Deferred Stock Units Agreement*
−Removed: Form of Deferred Stock Units Agreement*
−Removed: Form of Restricted Stock Agreement*
−Removed: Form of Deferred Stock Units Agreement*
Form of Performance Units Agreement*
Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
+Added: Exhibit Number Exhibit Description
Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff Vest)*
1 unchanged sentence
Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 Vest)*
−Removed: Form of Performance Units Agreement*
Form of Nonstatutory Stock Option Agreement*
−Removed: Form of Nonstatutory Stock Option Agreement*
−Removed: Form of Nonstatutory Stock Option Agreement*
−Removed: Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
Form of Deferred Stock Unit Agreement*
10 unchanged sentences
Form of Restricted Stock Agreement (3-Year Ratable Vest)*
−Removed: Employment Offer, dated February 28, 2020, between the Company and John P.
+Added: Form of Performance Units Agreement*
+Added: Form of Deferred Stock Units Agreement*
+Added: Form of Performance Units Agreement*
+Added: Form of Restricted Stock Agreement*
+Added: Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
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Smucker Company Restoration Plan, dated as of January 1, 2017*
−Removed: Exhibit Number Exhibit Description
Amendment No.
Smucker Company Restoration Plan, dated as of June 17, 2020*
+Added: Amendment No.
+Added: Smucker Company Restoration Plan, dated as of April 16, 2025*
Smucker Company Executive Severance Plan.
1 unchanged sentence
Form of Indemnity Agreement between the Company and the Officer party thereto*
−Removed: Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*
Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
−Removed: Revolving Credit Agreement, dated as of August 19, 2021, by and among The J.M.
−Removed: Smucker Company, Smucker Foods of Canada Corp., Bank of America, N.A., as Administrative Agent, and the several financial institutions and U.S.
−Removed: subsidiaries of the Company from time to time party thereto
−Removed: Amendment No.
−Removed: 1 to the Revolving Credit Agreement, dated as of April 20, 2023*
+Added: Exhibit Number Exhibit Description
Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
−Removed: Term Loan Credit Agreement, dated as of September 27, 2023, among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto
+Added: Term Loan Credit Agreement, dated as of March 7, 2025, among the Company, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent.
+Added: Revolving Credit Agreement, dated as of March 7, 2025, among the Company, Smucker Foods of Canada Corp.
+Added: and certain other subsidiaries of the Company from time to time party thereto, as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent.
Smucker Company Insider Trading and Disclosure Policy
23 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Smucker Chair of the Board, President, and Chief Executive Officer
−Removed: (Principal Executive Officer) June 18, 2024
+Added: Smucker Chief Executive Officer and Chair of the Board
+Added: (Principal Executive Officer)
+Added: June 18, 2025
Marshall Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) June 18, 2025
13 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.