What changed in this filing

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Item 1. Financial Statements

2025-08-27 compared with 2025-02-27 · 213 added, 472 removed, 536 unchanged (56% of the section changed)

1 unchanged sentence

SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

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

CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS)

Three Months Ended July 31,

Dollars in millions, except per share data 2025 2024

Net sales $ 2,113.3 $ 2,125.1

Cost of products sold

Cost of products sold (A)

1,638.6 1,327.9

2 unchanged sentences

Amortization 50.2 56.0

Goodwill impairment charge 794.3 — 794.3 —

Other intangible assets impairment charge 208.2 — 208.2 —

Other special project costs

10.1 98.9 27.9 105.7

Loss (gain) on divestitures – net 50.2 0.3 311.0 12.9

Other special project costs (A)

Other operating expense (income) – net ( 4.5 ) ( 5.5 )

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

Operating Income 45.6 349.5

Interest expense – net ( 100.2 ) ( 100.4 )

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

Other income (expense) – net ( 1.9 ) ( 3.1 )

5 unchanged sentences

Net Income (Loss) – Assuming Dilution $ ( 0.41 ) $ 1.74

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

For more information, see Note 4:

Special Project Costs and Note 5:

Reportable Segments.

See notes to unaudited condensed consolidated financial statements.

SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

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

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

Three Months Ended July 31,

Dollars in millions 2025 2024

5 unchanged sentences

Available-for-sale securities activity, net of tax 0.3 —

Total Other Comprehensive Income (Loss) 41.7 13.1 37.3 11.8

Total Other Comprehensive Income 2.0 2.4

Comprehensive Income (Loss) $ ( 41.9 ) $ 187.4

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in millions January 31, 2025 April 30, 2024

Dollars in millions July 31, 2025 April 30, 2025

Current Assets

18 unchanged sentences

Other intangible assets – net 6,296.8 6,346.9

Assets held for sale – net 37.1 —

Other noncurrent assets 166.7 164.8

5 unchanged sentences

Accrued trade marketing and merchandising 210.6 188.8

Current portion of long-term debt 999.9 999.3

Short-term borrowings 951.6 640.8

2 unchanged sentences

Noncurrent Liabilities

Long-term debt, less current portion 6,385.5 6,773.7

Long-term debt 7,038.3 7,036.8

Deferred income taxes 1,573.5 1,548.6

13 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

Nine Months Ended January 31,

Three Months Ended July 31,

Dollars in millions 2025 2024

4 unchanged sentences

Amortization 50.2 56.0

Goodwill impairment charge 794.3 —

Other intangible assets impairment charge 208.2 —

Realized loss on investment in equity securities – net — 21.5

Share-based compensation expense 9.0 8.9

Loss (gain) on divestitures – net 311.0 12.9

Deferred income tax expense (benefit) 24.0 2.6

Other noncash adjustments – net 12.7 15.1

Settlement of interest rate contracts — 42.5

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

Changes in assets and liabilities:

Trade receivables ( 24.3 ) 1.6

7 unchanged sentences

Investing Activities

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

Proceeds from sale of equity securities — 466.3

Additions to property, plant, and equipment ( 84.3 ) ( 123.7 )

Proceeds from divestitures – net 290.5 50.5

Proceeds from disposal of property, plant, and equipment 12.9 —

Collateral pledged for derivative cash margin accounts ( 126.7 ) ( 48.6 )

Other – net 0.2 ( 0.1 )

2 unchanged sentences

Short-term borrowings (repayments) – net 300.6 96.2

Proceeds from long-term debt — 4,285.0

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

Capitalized debt issuance costs — ( 32.1 )

Quarterly dividends paid ( 114.4 ) ( 112.1 )

Purchase of treasury shares ( 4.6 ) ( 2.6 )

Payment of assumed tax receivable agreement obligation — ( 86.4 )

Other – net ( 3.6 ) ( 4.5 )

8 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

Nine Months Ended January 31, 2025

Three Months Ended July 31, 2025

Dollars in millions Common

9 unchanged sentences

Balance at July 31, 2025 106,687,114 $ 26.7 $ 5,738.2 $ 343.5 $ ( 182.5 ) $ 5,925.9

Net income (loss) ( 24.5 ) ( 24.5 )

Other comprehensive income (loss) ( 6.8 ) ( 6.8 )

Comprehensive income (loss) ( 31.3 )

Purchase of treasury shares ( 972 ) — 0.3 — 0.3

Stock plans 8,972 — 8.2 8.2

Cash dividends declared, $ 1.08 per common share

( 113.6 ) ( 113.6 )

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

Net income (loss) ( 662.3 ) ( 662.3 )

Other comprehensive income (loss) 41.7 41.7

Comprehensive income (loss) ( 620.6 )

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

Stock plans 5,015 — 9.6 9.6

Cash dividends declared, $ 1.08 per common share

( 114.4 ) ( 114.4 )

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

Nine Months Ended January 31, 2024

Three Months Ended July 31, 2024

Dollars in millions Common

9 unchanged sentences

Balance at July 31, 2024 106,408,530 $ 26.6 $ 5,715.2 $ 2,259.9 $ ( 232.2 ) $ 7,769.5

Net income (loss) 194.9 194.9

Other comprehensive income (loss) ( 11.5 ) ( 11.5 )

Comprehensive income (loss) 183.4

Purchase of treasury shares ( 3,139 ) — ( 0.4 ) — ( 0.4 )

Stock plans 25,067 — 11.1 11.1

Cash dividends declared, $ 1.06 per common share

( 108.6 ) ( 108.6 )

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

Net income (loss) 120.4 120.4

Other comprehensive income (loss) 13.1 13.1

Comprehensive income (loss) 133.5

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

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

Stock plans 33,904 — 4.1 4.1

Cash dividends declared, $ 1.06 per common share

( 116.5 ) ( 116.5 )

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

See notes to unaudited condensed consolidated financial statements.

8 unchanged sentences

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

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

Operating results for the three months ended July 31, 2025, are not necessarily indicative of the results that may be expected for the year ending April 30, 2026.

For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2025.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Recently Adopted Accounting Standard:

In November 2023, the Financial Accounting Standards Board (“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.

We adopted the interim disclosure requirements on a retrospective basis during the first quarter of 2026, which are presented in Note 5:

Reportable Segments.

The annual disclosure requirements were adopted during 2025.

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

Recently Issued Accounting Standards 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 .

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

In March 2024, the U.S.

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

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

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

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

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

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

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

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

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

ASU 2023-09 will improve the transparency and decision usefulness of income tax disclosures to better assess how operations and related tax risks affect tax rates and future cash flows on an interim and annual basis.

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

We do not anticipate any impact to our financial statements upon adoption and are currently evaluating the impacts of the standard on our 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 do not anticipate any impact to our financial statements upon adoption and are currently evaluating the impacts of the standard on our disclosures.

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, Inc.

(“Hostess Brands”).

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

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

Common Shares.

In addition, we paid $ 3.9 billion in cash, net of cash acquired, and assumed $ 991.0 of debt from Hostess Brands and $ 67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards.

New debt of $ 5.0 billion was borrowed, consisting of $ 3.5 billion in Senior Notes, an $ 800.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”), and $ 700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the acquisition.

For additional information on the financing associated with this transaction, refer to Note 9:

Debt and Financing Arrangements.

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

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

Burlington, Ontario;

Chicago, Illinois;

Columbus, Georgia;

Indianapolis, Indiana;

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

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

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

For additional information, refer to Note 4:

Divestitures and Note 8:

Goodwill and Other Intangible Assets.

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

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

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

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

Assets acquired:

Cash and cash equivalents $ 135.0

Trade receivables – net 181.1

Inventories 66.0

Other current assets 6.0

Property, plant, and equipment – net 534.5

Operating lease right-of-use assets 17.2

Goodwill 2,446.8

Other intangible assets – net 3,038.6

Other noncurrent assets 43.2

Total assets acquired $ 6,468.4

Liabilities assumed:

Accounts payable $ 67.3

Other current liabilities 249.0

Deferred income taxes 639.4

Noncurrent operating lease liabilities 14.5

Other noncurrent liabilities 1.4

Total liabilities assumed 971.6

Net assets acquired $ 5,496.8

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 $ 170.3 remains deductible as of January 31, 2025.

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

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

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

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

For additional information, refer to Note 8:

Goodwill and Other Intangible Assets.

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

Intangible assets with finite lives:

Customer and contractual relationships ( 25 -year useful life)

Non-competition agreements (varying useful lives) 38.0

Trademarks ( 5 -year useful life)

Intangible assets with indefinite lives:

Trademarks $ 1,752.2

Total intangible assets $ 3,038.6

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

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

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

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

Net sales $ 2,253.2 $ 6,707.1

Net income (loss) 162.7 508.5

Net income (loss) per common share – assuming dilution 1.53 4.78

The unaudited pro forma consolidated results are based on our historical financial statements and those of Hostess Brands and do not necessarily indicate the results of operations that would have resulted had the acquisition been completed at the beginning of the applicable period presented.

The most significant pro forma adjustments relate to interest expense associated with acquisition-related financing, the elimination of nonrecurring acquisition-related costs incurred prior to the close of the transaction, amortization of acquired intangible assets, and depreciation of acquired property, plant, and equipment.

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

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

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

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

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

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

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

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

January 31, 2025

Sweet Baked Snacks value brands

Assets held for sale:

Inventories $ 4.6

Property, plant, and equipment – net 42.9

Operating lease right-of-use assets 0.9

Goodwill 26.3

Other intangible assets – net 5.0

Valuation allowance ( 42.6 )

Total assets held for sale $ 37.1

Liabilities held for sale:

Other current liabilities $ 0.9

Noncurrent operating lease liabilities 0.3

Total liabilities held for sale 1.2

Net assets held for sale $ 35.9

It is effective for our annual period beginning May 1, 2025, and can be adopted either on 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 annual disclosures.

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM Foods, LLC (“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 in 2025, 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 on this transaction, primarily during the third quarter of 2025.

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

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

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

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

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

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

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

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

January 31, 2025

Assets disposed:

Cash and cash equivalents $ 1.4

Inventories 7.7

Other current assets 0.7

Property, plant, and equipment – net 33.9

Operating lease right-of-use assets 8.2

Goodwill 251.1

Other intangible assets – net 363.0

Total assets disposed $ 666.0

Liabilities disposed:

Accrued expenses

Current operating lease obligations

Deferred income taxes 95.2

Noncurrent operating lease liabilities 7.4

Other noncurrent liabilities 0.9

Total liabilities disposed 106.7

Net assets disposed $ 559.3

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

(“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 in 2024, 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, resulting in a final pre-tax loss of $ 5.7 , of which $ 5.2 was recognized during the second quarter of 2024, as the disposal group met the criteria to be classified as held for sale, and a valuation allowance was established to reflect the fair value of the disposal group less costs to sell.

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

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

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

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 in 2024, primarily included in the U.S.

Retail Frozen Handheld and Spreads segmen t.

Final net proceeds from the divestiture were $ 31.6 , inclusive of a working capital adjustment and cash transaction costs, resulting in a final pre-tax loss of $ 6.7 , of which $ 6.8 was recognized during the second quarter of 2024, as the disposal group met the criteria to be classified as held for sale, and a valuation allowance was established to reflect the fair value of the disposal group less costs to sell.

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

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

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

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

who supported these pet food brands.

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.

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

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

All 5.4 million shares of Post common stock were settled for $ 466.3 under the equity forward contract on November 15, 2023.

For additional information, see Note 11:

Derivative Financial Instruments.

Under our ownership, the Voortman business generated net sales of approximately $ 86.3 in 2025, 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 on this transaction, primarily during the second quarter of 2025.

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 gains (charges) – net, and other income (expense) – net in the Condensed Statements of Consolidated Income and are not allocated to segment profit.

These special project costs are reported in cost of products sold, other special project costs, and other income (expense) – net in the Condensed 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 Condensed Consolidated Balance Sheets.

Divestiture Costs:

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

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

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

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

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

Total divestiture costs incurred to date related to the Sahale Snacks and Canada condiment businesses that were divested in 2024 were $ 6.4 , which included $ 4.3 and $ 2.1 of employee-related and other transition and termination costs, respectively, all of which were cash charges.

We did not incur any divestiture costs during the three months ended July 31, 2025, and incurred divestiture costs of $ 0.3 during the three months ended July 31, 2024, primarily consisting of employee-related costs.

We do not anticipate any additional costs to be incurred related to these divestiture activities.

The obligation related to severance and retention bonuses was fully satisfied as of April 30, 2025.

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

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

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

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

For additional information, see Note 4:

Divestitures.

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 $ 6.8 , of which $ 0.3 and $ 0.1 were recognized during the three months ended July 31, 2025 and 2024, respectively, primarily consisting of other transition and termination costs.

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, with the majority expected to be cash charges.

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, Inc.

(“Hostess Brands”), a manufacturer and marketer of sweet baked goods brands.

Total integration costs related to the acquisition are anticipated to be approximately $ 190.0 and include transaction costs, employee-related costs, and other transition and termination charges.

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

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

Three Months Ended July 31, 2025 Three Months Ended July 31, 2024 Total Costs Incurred to Date at July 31, 2025

Transaction costs $ — $ — $ 99.0

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Total integration costs $ 0.4 $ 12.0 $ 185.3

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

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

Cumulative noncash charges incurred through July 31, 2025, were $ 15.4 and primarily consisted of accelerated depreciation.

We did not incur noncash charges during the three months ended July 31, 2025, and incurred $ 5.6 during the three months ended July 31, 2024.

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

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

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

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

For additional information, see Note 3:

The obligation related to severance and retention bonuses was $ 3.8 and $ 6.2 at July 31, 2025, and April 30, 2025, respectively.

Restructuring Costs:

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.

We have recognized total cumulative costs of $ 20.7 , which included $ 4.2 and $ 16.5 of employee-related and other transition and termination costs, respectively, during the three months ended July 31, 2025.

Noncash charges of $ 15.4 were included in other transition and termination costs and consisted of accelerated depreciation.

The obligation related to severance and retention bonuses was $ 4.2 at July 31, 2025.

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.

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

Retail Coffee segment prim arily 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;

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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.

Reportable segments have been identified based on financial data utilized to manage our businesses by our CODMs.

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 net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), special project costs, as well as corporate administrative expenses.

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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.

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

The following tables reconcile segment profit to income (loss) before income taxes.

Three Months Ended July 31, 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 $ 717.2 $ 484.7 $ 368.0 $ 253.2 $ 290.2 $ 2,113.3

Segment cost of products sold (A)

498.9 299.3 204.8 176.8 190.3

Segment selling and distribution expenses (B)

84.0 70.8 66.8 41.2 35.4

Other segment items (C)

0.1 0.3 ( 4.9 ) 1.0 ( 1.0 )

Segment profit $ 134.2 $ 114.3 $ 101.3 $ 34.2 $ 65.5 $ 449.5

Reconciliation of segment profit:

Amortization ( 50.2 )

Interest expense – net ( 100.2 )

Change in net cumulative unallocated derivative gains and losses ( 253.1 )

Cost of products sold – special project costs (D)

Other special project costs (D)

Corporate administrative expenses ( 79.2 )

Other income (expense) – net ( 1.9 )

Income (loss) before income taxes $ ( 56.5 )

Three Months Ended July 31, 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 $ 623.4 $ 496.8 $ 399.7 $ 333.7 $ 271.5 $ 2,125.1

Segment cost of products sold (A)

372.9 307.2 218.7 210.4 183.4

Segment selling and distribution expenses (B)

77.8 70.6 69.9 49.6 40.3

Other segment items (C)

0.1 — ( 4.2 ) ( 0.7 ) ( 0.8 )

Segment profit $ 172.6 $ 119.0 $ 115.3 $ 74.4 $ 48.6 $ 529.9

Reconciliation of segment profit:

Amortization ( 56.0 )

Interest expense – net ( 100.4 )

Change in net cumulative unallocated derivative gains and losses ( 30.0 )

Cost of products sold – special project costs (D)

Other special project costs (D)

Corporate administrative expenses ( 82.0 )

Other income (expense) – net ( 3.1 )

Income (loss) before income taxes $ 246.0

(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 9:

Derivative Financial Instruments.

(B) Segment selling and distribution expenses 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.

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

For more information, see Note 4:

Special Project Costs.

The following tables present total assets;

total depreciation, amortization, and impairment charges;

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

July 31, 2025 April 30, 2025

Retail Coffee $ 4,845.2 $ 4,927.8

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International and Away From Home 1,236.5 1,037.1

Total net sales $ 2,186.0 $ 2,229.2 $ 6,582.3 $ 5,973.0

Segment profit:

Unallocated (A)

Total assets $ 17,741.9 $ 17,563.3

Three Months Ended July 31,

Depreciation, amortization, and impairment charges:

Retail Coffee $ 24.4 $ 24.4

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International and Away From Home 10.2 9.0

Total segment profit $ 541.0 $ 539.8 $ 1,649.7 $ 1,390.2

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

Goodwill impairment charge ( 794.3 ) — ( 794.3 ) —

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

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

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

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

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

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

Other debt gains (charges) – net

30.3 — 30.3 ( 19.5 )

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

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

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

Unallocated (B)

Total depreciation, amortization, and impairment charges $ 135.2 $ 129.0

Additions to property, plant, and equipment:

Retail Coffee $ 11.5 $ 23.4

Retail Frozen Handheld and Spreads 40.1 48.8

Retail Pet Foods 11.4 24.2

Sweet Baked Snacks 10.2 13.2

International and Away From Home 11.1 14.1

Total additions to property, plant, and equipment $ 84.3 $ 123.7

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

(B) Primarily represents unallocated accelerated depreciation related to restructuring activities and corporate administrative expenses, mainly consisting of depreciation and software amortization.

The following table presents certain geographical information.

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

2025 2024 2025 2024

Three Months Ended July 31,

United States $ 2,009.4 $ 2,015.4

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The following table presents product category information.

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

Three Months Ended July 31,

2025 2024 Primary Reportable Segment (A)

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Sweet baked goods 253.2 296.6 Sweet Baked Snacks

Pet snacks 237.4 261.0 719.4 760.3 U.S.

Retail Pet Foods

Frozen handheld 244.1 222.6 U.S.

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Retail Frozen Handheld and Spreads

Pet snacks 203.4 226.8 U.S.

Retail Pet Foods

Cat food 179.3 183.1 U.S.

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Portion control 50.4 54.1 Other (B)

Cookies 12.9 30.1 86.3 30.1 Sweet Baked Snacks

Toppings and syrups 29.7 28.3 U.S.

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Baking mixes and ingredients 14.5 14.2 Other (B)

Dog food 5.2 17.4 19.0 64.5 U.S.

Retail Pet Foods

Cookies — 37.1 Sweet Baked Snacks

Other 20.3 25.3 Other (B)

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Earnings per Share

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

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

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

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

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

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

Therefore, the treasury stock method was used.

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

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

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

2025 2024 2025 2024

Three Months Ended July 31,

Net income (loss) $ ( 43.9 ) $ 185.0

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

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

2025 2024 2025 2024

Three Months Ended July 31,

Net income (loss) $ ( 43.9 ) $ 185.0

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Net income (loss) per common share – assuming dilution $ ( 0.41 ) $ 1.74

Goodwill and Other Intangible Assets

The following table summarizes the changes in our goodwill.

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

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

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

Impairment charges (A)

— — — ( 794.3 ) — ( 794.3 )

Divestiture — — — ( 277.4 ) — ( 277.4 )

— — — ( 0.4 ) ( 8.1 ) ( 8.5 )

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

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

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

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

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

January 31, 2025 April 30, 2024

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

Finite-lived intangible assets subject to

amortization:

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

Patents and technology 163.0 161.0 2.0 163.0 160.8 2.2

Trademarks 136.4 114.8 21.6 143.1 110.8 32.3

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

Indefinite-lived intangible assets not subject to

amortization:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Debt and Financing Arrangements

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

January 31, 2025 April 30, 2024

July 31, 2025 April 30, 2025

Outstanding Carrying

3.50 % Senior Notes due March 15, 2025

$ 1,000.0 $ 999.9 $ 1,000.0 $ 999.3

3.38 % Senior Notes due December 15, 2027

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1,000.0 983.4 1,000.0 983.2

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

Total long-term debt $ 7,103.2 $ 7,038.3 $ 7,103.2 $ 7,036.8

Current portion of long-term debt 1,000.0 999.9 1,000.0 999.3

Total long-term debt, less current portion $ 6,453.2 $ 6,385.5 $ 6,850.0 $ 6,773.7

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

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

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

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

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

For additional information, see Note 11:

Derivative Financial Instruments.

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

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

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

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

In November 2023, the full amount was drawn on the Term Loan to partially finance the acquisition of Hostess Brands and to pay off the debt assumed as part of the acquisition, as discussed in Note 3:

As of April 30, 2024, the $ 800.0 Term Loan was prepaid in full.

In September 2023, we entered into a commitment letter for a $ 5.2 billion Bridge Loan that provided committed financing for the acquisition of Hostess Brands, as disclosed in Note 3:

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

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

In March 2025, we entered into a $ 650.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”).

Borrowings under the Term Loan bear interest on the prevailing Secured Overnight Financing Rate (“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 Condensed Statements of Consolidated Income (Loss) over the time period for which the debt is outstanding.

As of July 31, 2025, the interest rate on the Term Loan was 5.44 percent.

We have available a $ 2.0 billion unsecured revolving credit facility with a group of ten banks that matures in March 2030.

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

Prime Rate, Secured Overnight Financing Rate (“SOFR”), Euro Interbank Offered Rate, or Canadian Overnight Repo Rate Average, based on our election.

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

We did not have a balance outstanding under the revolving credit facility as of July 31, 2025, or April 30, 2025.

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.

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

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

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

As of July 31, 2025, and April 30, 2025, we had $ 952.0 and $ 641.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 4.65 and 4.73 percent, respectively.

Interest paid totaled $ 137.4 and $ 140.9 for the three months ended July 31, 2025 and 2024, respectively.

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

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

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

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

Pensions and Other Postretirement Benefits

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

Three Months Ended January 31,

Defined Benefit Pension Plans Other Postretirement Benefits

2025 2024 2025 2024

Service cost $ 0.1 $ 0.2 $ 0.2 $ 0.2

Interest cost 4.5 4.5 0.7 0.7

Expected return on plan assets ( 3.1 ) ( 4.0 ) — —

Amortization of net actuarial loss (gain) 1.1 1.0 ( 0.5 ) ( 0.4 )

Amortization of prior service cost (credit) — — ( 0.2 ) ( 0.1 )

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

Nine Months Ended January 31,

Three Months Ended July 31,

Defined Benefit Pension Plans Other Postretirement Benefits

5 unchanged sentences

Amortization of prior service cost (credit) — 0.1 ( 0.1 ) ( 0.2 )

Settlement loss (gain) — 3.2 — —

Net periodic benefit cost $ 1.6 $ 2.6 $ 0.2 $ 0.2

In 2021, we transferred obligations related to our Canadian defined benefit pension plan to an insurance company through the purchase of an irrevocable group annuity contract (the “Canadian Buy-Out Contract”).

The group annuity contract was purchased using assets from the pension trust.

During the first quarter of 2024, we received corporate approval to proceed with distribution of the surplus that remains within the Canadian defined benefit pension plan.

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 Condensed Statement of Consolidated Income.

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

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

qualified defined benefit pension plans.

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

We made direct benefit payments of $ 0.7 for both the three months ended July 31, 2025 and 2024.

Derivative Financial Instruments

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

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

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

For additional information, see Note 9:

Debt and Financing Arrangements.

Equity Forward Derivative:

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

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

For additional information, see Note 4:

Divestitures.

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

January 31, 2025 April 30, 2024

July 31, 2025 April 30, 2025

Commodity contracts $ 1,866.4 $ 1,698.1

1 unchanged sentence

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

January 31, 2025

July 31, 2025

Liabilities Other

11 unchanged sentences

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

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

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

Our cash margin accounts represented collateral pledged of $ 164.2 and $ 37.5 at July 31, 2025, and April 30, 2025, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

The change in the cash margin accounts is included within investing activities in the Condensed 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.

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Economic Hedges

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

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

2025 2024 2025 2024

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

Three Months Ended July 31,

Derivative gains (losses) on commodity contracts $ ( 227.7 ) $ ( 30.0 )

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

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

2025 2024 2025 2024

Three Months Ended July 31,

Net derivative gains (losses) recognized and classified as unallocated $ ( 227.1 ) $ ( 29.8 )

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Change in net cumulative unallocated derivative gains and losses $ ( 253.1 ) $ ( 30.0 )

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

As of July 31, 2025, the net cumulative unallocated derivative losses were $ 172.3 , and at April 30, 2025, the net cumulative unallocated derivative gains were $ 80.8 .

Cash Flow Hedges

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

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

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

The contracts were designated as cash flow hedges and were used to manage our exposure to interest rate volatility associated with the anticipated debt financing.

The termination resulted in a pre-tax loss of $ 239.8 , which was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as interest expense over the life of the debt.

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

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

2025 2024 2025 2024

Three Months Ended July 31,

Gains (losses) recognized in other comprehensive income (loss) $ — $ —

Gains (losses) reclassified from accumulated other comprehensive income (loss) to interest expense – net (A)

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

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

Gains (losses) reclassified from accumulated other comprehensive income (loss) to

interest expense – net (A)

( 3.1 ) ( 3.4 )

Change in accumulated other comprehensive income (loss) $ 3.1 $ 3.4

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

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income (Loss) was $ 100.2 and $ 100.4 for the three months ended July 31, 2025 and 2024, respectively.

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

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

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

Debt and Financing Arrangements .

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

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

Included as a component of accumulated other comprehensive income (loss) at July 31, 2025, and April 30, 2025, were deferred net pre-tax losses of $ 114.3 and $ 117.4 , respectively, related to the terminated interest rate contracts associated with the Senior Notes due March 15, 2030 and March 15, 2050, which were terminated in 2020.

The related net tax benefit recognized in accumulated other comprehensive income (loss) at July 31, 2025, and April 30, 2025, was $ 26.6 and $ 27.3 , respectively.

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

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

January 31, 2025 April 30, 2024

July 31, 2025 April 30, 2025

Amount Fair Value Carrying

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(Level 2) Significant

(Level 3) Fair Value at January 31, 2025

(Level 3) Fair Value at July 31, 2025

Marketable securities and other investments:

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

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

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

$ 0.9 in 2026, $ 3.9 in 2027, $ 0.4 in 2028, $ 3.3 in 2029, $ 0.9 in 2030, and the remaining $ 6.5 in 2031 and beyond.

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Derivative Financial Instruments.

(C) 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 7:

Debt and Financing Arrangements.

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

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

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

For additional information, see Note 8:

Goodwill and Other Intangible Assets.

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

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

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

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

For additional information, see Note 4:

Divestitures.

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

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

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

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

For additional information, see Note 4:

Divestitures and Note 8:

Goodwill and Other Intangible Assets .

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

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

January 31, 2025 April 30, 2024

July 31, 2025 April 30, 2025

Operating lease right-of-use assets $ 120.1 $ 115.4

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The following table summarizes the components of lease expense.

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

2025 2024 2025 2024

Three Months Ended July 31,

Operating lease cost $ 12.4 $ 12.5

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Interest on lease liabilities

0.2 0.1 0.5 0.4

Variable lease cost 5.9 6.5

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

Nine Months Ended January 31,

Three Months Ended July 31,

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

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

January 31, 2025

July 31, 2025

Operating Leases Finance Leases

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

January 31, 2025 April 30, 2024

July 31, 2025 April 30, 2025

Weighted average remaining lease term (in years):

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Finance leases

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

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

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

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

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

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

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

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

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

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

The effective income tax rates for the three months ended July 31, 2025 and 2024, were 22.3 and 24.8 percent, respectively.

During the three months ended July 31, 2025 and 2024, the effective income tax rates varied from the U.S.

statutory income tax rate of 21.0 percent, primarily due to state income taxes.

Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an estimated $ 1.1 , primarily as a result of the expiration of statute of limitation periods.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “Act”).

The corporate tax changes included in the Act did not have a material impact on our effective income tax rate during the three months ended July 31, 2025, and we do not anticipate a material impact on our effective income tax rate in future periods.

The Act ’ s provisions for accelerated tax deductions will reduce our cash income tax requirements for the current year.

Accumulated Other Comprehensive Income (Loss)

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Income tax benefit (expense) — ( 0.7 ) ( 0.1 ) ( 0.1 ) ( 0.9 )

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

Balance at July 31, 2025 $ ( 42.7 ) $ ( 87.7 ) $ ( 52.9 ) $ 0.8 $ ( 182.5 )

Adjustment Net Gains (Losses)

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Income tax benefit (expense) — ( 0.8 ) ( 0.1 ) — ( 0.9 )

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

Balance at July 31, 2024 $ ( 39.8 ) $ ( 140.5 ) $ ( 53.0 ) $ 1.1 $ ( 232.2 )

(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 9:

Derivative Financial Instruments and Note 9:

Debt and Financing Arrangements.

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

Derivative Financial Instruments.

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

For additional information, see Note 8:

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

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

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

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

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

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

Product Recall:

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 January 31, 2025, as the likelihood of loss is not considered probable or reasonably estimable.

Voortman Contingency:

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Hostess Brands also submitted claims relating to these alleged breaches under the representation and warranty insurance policy (“RWI”) that was purchased in connection with the acquisition.

In the third quarter of calendar 2022, the RWI insurers paid Hostess Brands $ 42.5 CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches.

In the third quarter of calendar 2022,

the RWI insurers paid Hostess Brands $ 42.5 CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches.

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

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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 the third quarter of 2025 .

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

Common Shares

The following table sets forth common share information.

January 31, 2025 April 30, 2024

July 31, 2025 April 30, 2025

Common shares authorized 300.0 300.0

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Repurchase Program:

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

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

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

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

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

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

In accordance with The Inflation Reduction Act of 2022, H.R.

5376 (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 Condensed Consolidated Balance Sheet.

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

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

Shares Issued:

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.

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 3:

During the three months ended July 31, 2025 and 2024, we did not repurchase any common shares under a repurchase plan authorized by the Board of Directors (the “Board”).

The shares repurchased during the three months ended July 31, 2025 and 2024, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

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

Supplier Financing Program

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

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

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

Included in accounts payable in the Condensed Consolidated Balance Sheets as of July 31, 2025, and April 30, 2025, were $ 324.5 and $ 340.4 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

During the first three months of 2026 and 2025, we paid $ 340.9 and $ 422.6 , respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

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

What changed 10-Q

Item 1. Financial Statements