J M SMUCKER Co 10-Q

Item 1. Financial Statements. THE J. M. SMUCKER COMPANY CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS) (Unaudited) 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 (A) 1,638.6 1,327.9 Gross Profit 474.7 797.2 Selling, distribution, and administrative expenses 377.4 390.1 Amortization 50.2 56.0 Other special project costs (A) 6.0 7.1 Other operating expense (income) – net ( 4.5 ) ( 5.5 ) Operating Income 45.6 349.5 Interest expense – net ( 100.2 ) ( 100.4 ) Other income (expense) – net ( 1.9 ) ( 3.1 ) Income (Loss) Before Income Taxes ( 56.5 ) 246.0 Income tax expense (benefit) ( 12.6 ) 61.0 Net Income (Loss) $ ( 43.9 ) $ 185.0 Earnings per common share: Net Income (Loss) $ ( 0.41 ) $ 1.74 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. THE J. M. SMUCKER COMPANY CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited) Three Months Ended July 31, Dollars in millions 2025 2024 Net income (loss) $ ( 43.9 ) $ 185.0 Other comprehensive income (loss): Foreign currency translation adjustments ( 1.0 ) ( 0.6 ) Cash flow hedging derivative activity, net of tax 2.4 2.6 Pension and other postretirement benefit plans activity, net of tax 0.3 0.4 Available-for-sale securities activity, net of tax 0.3 — Total Other Comprehensive Income 2.0 2.4 Comprehensive Income (Loss) $ ( 41.9 ) $ 187.4 See notes to unaudited condensed consolidated financial statements. 2 Table of Contents THE J. M. SMUCKER COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Dollars in millions July 31, 2025 April 30, 2025 ASSETS Current Assets Cash and cash equivalents $ 39.3 $ 69.9 Trade receivables – net 643.2 619.0 Inventories: Finished products 779.8 680.0 Raw materials 606.2 529.4 Total Inventory 1,386.0 1,209.4 Other current assets 333.4 248.3 Total Current Assets 2,401.9 2,146.6 Property, Plant, and Equipment Land and land improvements 157.8 157.5 Buildings and fixtures 1,420.5 1,383.5 Machinery and equipment 3,336.7 3,257.1 Construction in progress 545.8 619.4 Gross Property, Plant, and Equipment 5,460.8 5,417.5 Accumulated depreciation ( 2,413.8 ) ( 2,337.9 ) Total Property, Plant, and Equipment 3,047.0 3,079.6 Other Noncurrent Assets Operating lease right-of-use assets 120.1 115.4 Goodwill 5,709.4 5,710.0 Other intangible assets – net 6,296.8 6,346.9 Other noncurrent assets 166.7 164.8 Total Other Noncurrent Assets 12,293.0 12,337.1 Total Assets $ 17,741.9 $ 17,563.3 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable $ 1,234.1 $ 1,288.7 Accrued trade marketing and merchandising 210.6 188.8 Short-term borrowings 951.6 640.8 Other current liabilities 557.6 533.7 Total Current Liabilities 2,953.9 2,652.0 Noncurrent Liabilities Long-term debt 7,038.3 7,036.8 Deferred income taxes 1,573.5 1,548.6 Noncurrent operating lease liabilities 90.7 84.1 Other noncurrent liabilities 159.6 159.2 Total Noncurrent Liabilities 8,862.1 8,828.7 Total Liabilities 11,816.0 11,480.7 Shareholders’ Equity Common shares 26.7 26.6 Additional capital 5,738.2 5,738.7 Retained income 343.5 501.8 Accumulated other comprehensive income (loss) ( 182.5 ) ( 184.5 ) Total Shareholders’ Equity 5,925.9 6,082.6 Total Liabilities and Shareholders’ Equity $ 17,741.9 $ 17,563.3 See notes to unaudited condensed consolidated financial statements. 3 Table of Contents THE J. M. SMUCKER COMPANY CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited) Three Months Ended July 31, Dollars in millions 2025 2024 Operating Activities Net income (loss) $ ( 43.9 ) $ 185.0 Adjustments to reconcile net income (loss) to net cash provided by (used for) operations: Depreciation 85.0 73.0 Amortization 50.2 56.0 Share-based compensation expense 9.0 8.9 Deferred income tax expense (benefit) 24.0 2.6 Other noncash adjustments – net 12.7 15.1 Changes in assets and liabilities: Trade receivables ( 24.3 ) 1.6 Inventories ( 177.3 ) ( 99.0 ) Other current assets 53.0 2.6 Accounts payable ( 33.2 ) ( 61.5 ) Accrued liabilities 76.2 ( 60.9 ) Income and other taxes ( 41.1 ) 54.9 Other – net ( 0.9 ) ( 5.4 ) Net Cash Provided by (Used for) Operating Activities ( 10.6 ) 172.9 Investing Activities Additions to property, plant, and equipment ( 84.3 ) ( 123.7 ) 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 ) Net Cash Provided by (Used for) Investing Activities ( 197.9 ) ( 172.4 ) Financing Activities Short-term borrowings (repayments) – net 300.6 96.2 Quarterly dividends paid ( 114.4 ) ( 112.1 ) Purchase of treasury shares ( 4.6 ) ( 2.6 ) Other – net ( 3.6 ) ( 4.5 ) Net Cash Provided by (Used for) Financing Activities 178.0 ( 23.0 ) Effect of exchange rate changes on cash ( 0.1 ) — Net increase (decrease) in cash and cash equivalents ( 30.6 ) ( 22.5 ) Cash and cash equivalents at beginning of period 69.9 62.0 Cash and Cash Equivalents at End of Period $ 39.3 $ 39.5 ( ) Denotes use of cash See notes to unaudited condensed consolidated financial statements. 4 Table of Contents THE J. M. SMUCKER COMPANY CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY (Unaudited) Three Months Ended July 31, 2025 Dollars in millions Common Shares Outstanding Common Shares Additional Capital Retained Income Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Balance at May 1, 2025 106,425,081 $ 26.6 $ 5,738.7 $ 501.8 $ ( 184.5 ) $ 6,082.6 Net income (loss) ( 43.9 ) ( 43.9 ) Other comprehensive income (loss) 2.0 2.0 Comprehensive income (loss) ( 41.9 ) Purchase of treasury shares ( 47,688 ) — ( 5.8 ) 1.2 ( 4.6 ) Stock plans 309,721 0.1 5.3 1.1 6.5 Cash dividends declared, $ 1.10 per common share ( 116.7 ) ( 116.7 ) Balance at July 31, 2025 106,687,114 $ 26.7 $ 5,738.2 $ 343.5 $ ( 182.5 ) $ 5,925.9 Three Months Ended July 31, 2024 Dollars in millions Common Shares Outstanding Common Shares Additional Capital Retained Income Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Balance at May 1, 2024 106,194,281 $ 26.5 $ 5,713.9 $ 2,188.1 $ ( 234.6 ) $ 7,693.9 Net income (loss) 185.0 185.0 Other comprehensive income (loss) 2.4 2.4 Comprehensive income (loss) 187.4 Purchase of treasury shares ( 22,748 ) — ( 3.2 ) 0.6 ( 2.6 ) Stock plans 236,997 0.1 4.5 0.8 5.4 Cash dividends declared, $ 1.08 per common share ( 114.6 ) ( 114.6 ) Balance at July 31, 2024 106,408,530 $ 26.6 $ 5,715.2 $ 2,259.9 $ ( 232.2 ) $ 7,769.5 See notes to unaudited condensed consolidated financial statements. 5 Table of Contents THE J. M. SMUCKER COMPANY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, unless otherwise noted, except per share data) Note 1: Basis of Presentation The unaudited interim condensed consolidated financial statements of The J. M. Smucker Company (“Company,” “we,” “us,” or “our”) have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. 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 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. Note 2: Recently Issued Accounting Standards 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 . ASU 2024-03 will provide investors with more decision-useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this ASU will require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. It will be effective for our annual period beginning May 1, 2027, and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective dates on either a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures. In 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 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. Note 3: Divestitures 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 $ 86.3 in 2025, which were included in the Sweet Baked Snacks segment. Net proceeds from the 6 Table of Contents 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. Note 4: Special Project Costs Special project costs consist primarily of employee-related costs and other transition and termination costs related to certain divestiture, acquisition, integration, and restructuring activities. Employee-related costs include severance, retention bonuses, and relocation costs. Severance costs are generally recognized when deemed probable and reasonably estimable, retention bonuses are recognized over the estimated future service period of the impacted employees, and relocation costs are expensed as incurred. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with divestiture, acquisition, integration, and restructuring activities. 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, 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 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. 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: 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 July 31, 2025 Three Months Ended July 31, 2024 Total Costs Incurred to Date at July 31, 2025 Transaction costs $ — $ — $ 99.0 Employee-related costs 0.3 2.6 43.3 Other transition and termination costs 0.1 9.4 43.0 Total integration costs $ 0.4 $ 12.0 $ 185.3 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 $ 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. 7 Table of Contents 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. Note 5: Reportable Segments We operate in one industry: the manufacturing and marketing of food and beverage products. We have four reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, and Sweet Baked Snacks. The presentation of International and Away From Home represents a combination of all other operating segments that are not individually reportable. The U.S. Retail Coffee segment prim arily inclu des the domestic sales of Folgers ® , Dunkin’ ® , and Café Bustelo ® branded coffee; the U.S. Retail Frozen Handheld and Spreads segment primarily includes the domestic sales of Uncrustables ® , Jif ® , and Smucker’s ® branded products; the U.S. Retail Pet Foods segment primarily includes the domestic sales of Meow Mix ® , Milk-Bone ® , Pup-Peroni ® , and Canine Carry Outs ® branded products; and the Sweet Baked Snacks segment primarily includes all domestic and foreign sales of Hostess branded products in all channels. With the exception of Sweet Baked Snacks products, International and Away From Home includes the sale of all products that are distributed in foreign countries through retail channels, as well as domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores). 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. Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. 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 tables reconcile segment profit to income (loss) before income taxes. Three Months Ended July 31, 2025 U.S. 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) ( 15.4 ) Other special project costs (D) ( 6.0 ) Corporate administrative expenses ( 79.2 ) Other income (expense) – net ( 1.9 ) Income (loss) before income taxes $ ( 56.5 ) 8 Table of Contents Three Months Ended July 31, 2024 U.S. 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) ( 5.3 ) Other special project costs (D) ( 7.1 ) 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. 9 Table of Contents 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 Assets: U.S. Retail Coffee $ 4,845.2 $ 4,927.8 U.S. Retail Frozen Handheld and Spreads 3,322.9 3,263.1 U.S. Retail Pet Foods 4,675.8 4,679.3 Sweet Baked Snacks 3,384.6 3,394.9 International and Away From Home 1,236.5 1,037.1 Unallocated (A) 276.9 261.1 Total assets $ 17,741.9 $ 17,563.3 Three Months Ended July 31, 2025 2024 Depreciation, amortization, and impairment charges: U.S. Retail Coffee $ 24.4 $ 24.4 U.S. Retail Frozen Handheld and Spreads 25.1 20.6 U.S. Retail Pet Foods 30.3 30.0 Sweet Baked Snacks 21.9 29.9 International and Away From Home 10.2 9.0 Unallocated (B) 23.3 15.1 Total depreciation, amortization, and impairment charges $ 135.2 $ 129.0 Additions to property, plant, and equipment: U.S. Retail Coffee $ 11.5 $ 23.4 U.S. Retail Frozen Handheld and Spreads 40.1 48.8 U.S. 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 July 31, 2025 2024 Net sales: United States $ 2,009.4 $ 2,015.4 International: Canada $ 70.7 $ 81.4 All other international 33.2 28.3 Total international $ 103.9 $ 109.7 Total net sales $ 2,113.3 $ 2,125.1 10 Table of Contents The following table presents product category information. Three Months Ended July 31, 2025 2024 Primary Reportable Segment (A) Coffee $ 816.1 $ 711.9 U.S. Retail Coffee Sweet baked goods 253.2 296.6 Sweet Baked Snacks Frozen handheld 244.1 222.6 U.S. Retail Frozen Handheld and Spreads Peanut butter 207.0 218.6 U.S. Retail Frozen Handheld and Spreads Pet snacks 203.4 226.8 U.S. Retail Pet Foods Cat food 179.3 183.1 U.S. Retail Pet Foods Fruit spreads 95.3 106.5 U.S. Retail Frozen Handheld and Spreads Portion control 50.4 54.1 Other (B) Toppings and syrups 29.7 28.3 U.S. Retail Frozen Handheld and Spreads Baking mixes and ingredients 14.5 14.2 Other (B) Cookies — 37.1 Sweet Baked Snacks Other 20.3 25.3 Other (B) Total net sales $ 2,113.3 $ 2,125.1 (A) The primary reportable segment generally represents at least 75 percent of total net sales for each respective product category. (B) Represents the combined International and Away From Home operating segments. Note 6: Earnings per Share 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. 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 Accounting Standards Codification 260, Earnings Per Share . 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. The following table sets forth the computation of basic and diluted earnings per share under the two-class method. Three Months Ended July 31, 2025 2024 Net income (loss) $ ( 43.9 ) $ 185.0 Less: Net income (loss) allocated to participating securities — — Net income (loss) allocated to common stockholders $ ( 43.9 ) $ 185.0 Weighted-average common shares outstanding 106.6 106.3 Add: Dilutive effect of stock options — — Weighted-average common shares outstanding – assuming dilution 106.6 106.3 Net income (loss) per common share $ ( 0.41 ) $ 1.74 Net income (loss) per common share – assuming dilution $ ( 0.41 ) $ 1.74 11 Table of Contents The following table sets forth the computation of diluted earnings per share under the treasury stock method. Three Months Ended July 31, 2025 2024 Net income (loss) $ ( 43.9 ) $ 185.0 Weighted-average common shares outstanding – assuming dilution: Weighted-average common shares outstanding 106.6 106.3 Add: Dilutive effect of stock options — — Add: Dilutive effect of restricted shares, restricted stock units, and performance units — 0.2 Weighted-average common shares outstanding – assuming dilution 106.6 106.5 Net income (loss) per common share – assuming dilution $ ( 0.41 ) $ 1.74 Note 7: Debt and Financing Arrangements The following table summarizes the components of our long-term debt. July 31, 2025 April 30, 2025 Principal Outstanding Carrying Amount (A) Principal Outstanding Carrying Amount (A) 3.38 % Senior Notes due December 15, 2027 $ 500.0 $ 499.0 $ 500.0 $ 498.9 5.90 % Senior Notes due November 15, 2028 750.0 746.0 750.0 745.7 2.38 % Senior Notes due March 15, 2030 500.0 497.8 500.0 497.7 2.13 % Senior Notes due March 15, 2032 364.5 361.5 364.5 361.3 6.20 % Senior Notes due November 15, 2033 1,000.0 992.6 1,000.0 992.4 4.25 % Senior Notes due March 15, 2035 650.0 646.0 650.0 645.9 2.75 % Senior Notes due September 15, 2041 177.5 176.1 177.5 176.1 6.50 % Senior Notes due November 15, 2043 750.0 737.3 750.0 737.2 4.38 % Senior Notes due March 15, 2045 600.0 589.4 600.0 589.2 3.55 % Senior Notes due March 15, 2050 161.2 159.3 161.2 159.3 6.50 % Senior Notes due November 15, 2053 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 (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 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, SOFR, Euro Interbank Offered Rate, or Canadian Overnight Repo Rate Average, based on our election. Interest is payable either on a quarterly basis or at the end of the borrowing term. We did not have a balance outstanding under the 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. The commercial paper program is backed by our revolving credit facility and reduces what we can borrow under the revolving credit facility by the amount of commercial paper outstanding. Commercial paper is used as a continuing source of short-term financing for general corporate purposes. 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. 12 Table of Contents 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 July 31, 2025, we are in compliance with all covenants. Note 8: 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 July 31, Defined Benefit Pension Plans Other Postretirement Benefits 2025 2024 2025 2024 Service cost $ 0.2 $ 0.1 $ 0.2 $ 0.2 Interest cost 3.8 4.4 0.6 0.7 Expected return on plan assets ( 3.4 ) ( 3.1 ) — — Amortization of net actuarial loss (gain) 1.0 1.1 ( 0.5 ) ( 0.5 ) Amortization of prior service cost (credit) — 0.1 ( 0.1 ) ( 0.2 ) Net periodic benefit cost $ 1.6 $ 2.6 $ 0.2 $ 0.2 We made direct benefit payments of $ 0.7 for both the three months ended July 31, 2025 and 2024. Note 9: Derivative Financial Instruments We are exposed to market risks, such as changes in commodity prices, foreign currency exchange rates, and interest rates. To manage the volatility related to these exposures, we enter into various derivative transactions. We have policies in place that define acceptable instrument types we may enter into and establish controls to limit our market risk exposure. By policy, we do not enter into derivative transactions for speculative purposes. Commodity Derivatives: We enter into commodity derivatives to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, wheat, soybean meal, corn, and edible oils. We also enter into commodity derivatives to manage price risk for energy input costs, including diesel fuel and natural gas. Our derivative instruments generally have maturities of less than one year . We do not qualify commodity derivatives for hedge accounting treatment, and as a result, the derivative gains and losses are immediately recognized in earnings. Although we do not perform the assessments required to achieve hedge accounting for derivative positions, we believe all of our commodity derivatives are economic hedges of our risk exposure. The commodities hedged have a high inverse correlation to price changes of the derivative instrument. Thus, we would expect that over time any gain or loss in the estimated fair value of its derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures. Foreign Currency Exchange Derivatives: We utilize foreign currency derivatives to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials and finished goods. The contracts generally have maturities of less than one year . We do not qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment. Interest Rate Derivatives: From time to time, we utilize derivative instruments to manage interest rate risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt. At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss) and generally reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the contract is recognized at fair value on the balance sheet, and changes in the fair value are recognized in interest expense. 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. 13 Table of Contents The following table presents the gross notional value of outstanding derivative contracts. July 31, 2025 April 30, 2025 Commodity contracts $ 1,866.4 $ 1,698.1 Foreign currency exchange contracts 125.8 122.4 The following tables set forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets. July 31, 2025 Other Current Assets Other Current Liabilities Other Noncurrent Assets Other Noncurrent Liabilities Derivatives not designated as hedging instruments: Commodity contracts $ 24.7 $ 142.3 $ — $ — Foreign currency exchange contracts 1.2 0.7 — — Total derivative instruments $ 25.9 $ 143.0 $ — $ — April 30, 2025 Other Current Assets Other Current Liabilities Other Noncurrent Assets Other Noncurrent Liabilities Derivatives not designated as hedging instruments: Commodity contracts $ 81.5 $ 18.7 $ — $ — Foreign currency exchange contracts 0.8 1.5 — — Total derivative instruments $ 82.3 $ 20.2 $ — $ — We have elected to not offset fair value amounts recognized for our exchange-traded derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements. 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 $ 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. Cash flows associated with the settlement of derivative instruments are classified in the same line item as the cash flows of the related hedged item, which is within operating activities in the Condensed Statements of Consolidated Cash Flows. Economic Hedges 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, 2025 2024 Derivative gains (losses) on commodity contracts $ ( 227.7 ) $ ( 30.0 ) Derivative gains (losses) on foreign currency exchange contracts 0.6 0.2 Total derivative gains (losses) recognized in cost of products sold $ ( 227.1 ) $ ( 29.8 ) Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. 14 Table of Contents The following table presents the net change in cumulative unallocated derivative gains and losses. Three Months Ended July 31, 2025 2024 Net derivative gains (losses) recognized and classified as unallocated $ ( 227.1 ) $ ( 29.8 ) Less: Net derivative gains (losses) reclassified to segment operating profit 26.0 0.2 Change in net cumulative unallocated derivative gains and losses $ ( 253.1 ) $ ( 30.0 ) 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 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 July 31, 2025 2024 Gains (losses) recognized in other comprehensive income (loss) $ — $ — Less: 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 (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. 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. Note 10: Other Financial Instruments and Fair Value Measurements Financial instruments, other than derivatives, that potentially subject us to significant concentrations of credit risk consist principally of cash investments, short-term borrowings, and trade receivables. The carrying value of these financial instruments approximates fair value. Our remaining financial instruments, with the exception of long-term debt, are recognized at estimated fair value in the Condensed Consolidated Balance Sheets. The following table provides information on the carrying amounts and fair values of our financial instruments. July 31, 2025 April 30, 2025 Carrying Amount Fair Value Carrying Amount Fair Value Marketable securities and other investments $ 20.1 $ 20.1 $ 20.0 $ 20.0 Derivative financial instruments – net ( 117.1 ) ( 117.1 ) 62.1 62.1 Total long-term debt ( 7,038.3 ) ( 6,987.6 ) ( 7,036.8 ) ( 7,242.0 ) Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. 15 Table of Contents The following tables summarize the fair values and the levels within the fair value hierarchy in which the fair value measurements fall for our financial instruments. Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value at July 31, 2025 Marketable securities and other investments: (A) Equity mutual funds $ 3.9 $ — $ — $ 3.9 Municipal obligations — 15.9 — 15.9 Money market funds 0.3 — — 0.3 Derivative financial instruments: (B) Commodity contracts – net ( 117.6 ) — — ( 117.6 ) Foreign currency exchange contracts – net 0.1 0.4 — 0.5 Total long-term debt (C) ( 6,286.9 ) ( 700.7 ) — ( 6,987.6 ) Total financial instruments measured at fair value $ ( 6,400.2 ) $ ( 684.4 ) $ — $ ( 7,084.6 ) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value at April 30, 2025 Marketable securities and other investments: (A) Equity mutual funds $ 4.0 $ — $ — $ 4.0 Municipal obligations — 15.8 — 15.8 Money market funds 0.2 — — 0.2 Derivative financial instruments: (B) Commodity contracts – net 62.8 — — 62.8 Foreign currency exchange contracts – net — ( 0.7 ) — ( 0.7 ) Total long-term debt (C) ( 6,532.5 ) ( 709.5 ) — ( 7,242.0 ) Total financial instruments measured at fair value $ ( 6,465.5 ) $ ( 694.4 ) $ — $ ( 7,159.9 ) (A) Marketable securities and other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets, municipal obligations valued by a third-party using valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less. Based on the short-term nature of these money market funds, carrying value approximates fair value. 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. (B) Level 1 commodity and foreign currency exchange derivatives are valued using quoted market prices for identical instruments in active markets. Level 2 commodity and foreign currency exchange derivatives are valued using quoted prices for similar assets or liabilities in active markets. For additional information, see Note 9: Derivative Financial Instruments. (C) Long-term debt is composed of public Senior Notes classified as Level 1 and the Term Loan classified as Level 2. 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. Note 11: Leases We lease certain warehouses, manufacturing facilities, office space, equipment, and vehicles, primarily through operating lease agreements. We have elected to not recognize leases with a term of 12 months or less in the Condensed Consolidated Balance Sheets. Instead, we recognize the related lease expense on a straight-line basis over the lease term. Although the majority of our right-of-use asset and lease liability balances consist of leases with renewal options, these optional periods do not typically impact the lease term as we are not reasonably certain to exercise them. Certain leases also include termination provisions or options to purchase the leased property. Since we are not reasonably certain to exercise these types of options, minimum lease payments do not include any amounts related to these termination or purchase options. Our lease agreements generally do not contain residual value guarantees or restrictive covenants that are material. 16 Table of Contents We determine if an agreement is or contains a lease at inception by evaluating whether an identified asset exists that we control over the term of the arrangement. A lease commences when the lessor makes the identified asset available for our use. We generally account for lease and non-lease components as a single lease component. Minimum lease payments do not include variable lease payments other than those that depend on an index or rate. Because the interest rate implicit in the lease cannot be readily determined for the majority of our leases, we utilize our incremental borrowing rate to present value lease payments using information available at the lease commencement date. We consider our credit rating and the current economic environment in determining this collateralized rate. The following table sets forth the right-of-use assets and lease liabilities recognized in the Condensed Consolidated Balance Sheets. July 31, 2025 April 30, 2025 Operating lease right-of-use assets $ 120.1 $ 115.4 Operating lease liabilities: Current operating lease liabilities $ 35.6 $ 37.5 Noncurrent operating lease liabilities 90.7 84.1 Total operating lease liabilities $ 126.3 $ 121.6 Finance lease right-of-use assets: Machinery and equipment $ 25.4 $ 25.4 Accumulated depreciation ( 14.3 ) ( 13.5 ) Total property, plant, and equipment $ 11.1 $ 11.9 Finance lease liabilities: Other current liabilities $ 3.2 $ 3.3 Other noncurrent liabilities 8.5 9.2 Total finance lease liabilities $ 11.7 $ 12.5 The following table summarizes the components of lease expense. Three Months Ended July 31, 2025 2024 Operating lease cost $ 12.4 $ 12.5 Finance lease cost: Amortization of right-of-use assets 0.9 0.8 Interest on lease liabilities 0.2 0.2 Variable lease cost 5.9 6.5 Short-term lease cost 10.3 11.2 Total lease cost (A) $ 29.7 $ 31.2 (A) Total lease cost does not include sublease income which is immaterial for all years presented. The following table sets forth cash flow and noncash information related to leases. Three Months Ended July 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 12.3 $ 12.3 Operating cash flows from finance leases 0.2 0.1 Financing cash flows from finance leases 1.1 1.1 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 15.7 1.1 Finance leases 0.1 2.5 17 Table of Contents The following table summarizes the maturity of our lease liabilities by fiscal year. July 31, 2025 Operating Leases Finance Leases 2026 (remainder of the year) $ 32.9 $ 2.8 2027 24.5 3.5 2028 15.2 3.3 2029 13.3 1.9 2030 12.8 0.7 2031 and beyond 50.0 0.7 Total undiscounted minimum lease payments $ 148.7 $ 12.9 Less: Imputed interest 22.4 1.2 Lease liabilities $ 126.3 $ 11.7 The following table sets forth the weighted average remaining lease term and discount rate. July 31, 2025 April 30, 2025 Weighted average remaining lease term (in years): Operating leases 6.4 6.1 Finance leases 3.9 4.0 Weighted average discount rate: Operating leases 4.8 % 4.6 % Finance leases 5.0 % 5.0 % Note 12: Income Taxes 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. 18 Table of Contents Note 13: Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss), including the reclassification adjustments for items that are reclassified from accumulated other comprehensive income (loss) to net income (loss), are shown below. Foreign Currency Translation Adjustment Net Gains (Losses) on Cash Flow Hedging Derivatives (A) Pension and Other Postretirement Liabilities (B) Unrealized Gain (Loss) on Available- for-Sale Securities Accumulated Other Comprehensive Income (Loss) Balance at May 1, 2025 $ ( 41.7 ) $ ( 90.1 ) $ ( 53.2 ) $ 0.5 $ ( 184.5 ) Reclassification adjustments — 3.1 0.4 — 3.5 Current period credit (charge) ( 1.0 ) — — 0.4 ( 0.6 ) Income tax benefit (expense) — ( 0.7 ) ( 0.1 ) ( 0.1 ) ( 0.9 ) Balance at July 31, 2025 $ ( 42.7 ) $ ( 87.7 ) $ ( 52.9 ) $ 0.8 $ ( 182.5 ) Foreign Currency Translation Adjustment Net Gains (Losses) on Cash Flow Hedging Derivatives (A) Pension and Other Postretirement Liabilities (B) Unrealized Gain (Loss) on Available- for-Sale Securities Accumulated Other Comprehensive Income (Loss) Balance at May 1, 2024 $ ( 39.2 ) $ ( 143.1 ) $ ( 53.4 ) $ 1.1 $ ( 234.6 ) Reclassification adjustments — 3.4 0.5 — 3.9 Current period credit (charge) ( 0.6 ) — — — ( 0.6 ) Income tax benefit (expense) — ( 0.8 ) ( 0.1 ) — ( 0.9 ) 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. For additional information, see Note 9: 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: Pensions and Other Postretirement Benefits. Note 14: Contingencies 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 July 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. Class Action Lawsuits: We are defendants in a series of putative class action lawsuits that were transferred to the U.S. District Court for the Western District of Missouri for coordinated pre-trial proceedings. The plaintiffs assert claims arising under various state laws for false advertising, consumer protection, deceptive and unfair trade practices, and similar statutes. Their claims are premised on allegations that we have misrepresented the number of servings that can be made from various canisters of Folgers coffee on the packaging for those products. 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 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. Voortman Contingency: In December 2020, Hostess Brands asserted claims for indemnification against the sellers (the “Sellers”) under the terms of a Share Purchase Agreement (the “Purchase Agreement”) pursuant to which Hostess Brands acquired Voortman Cookies Limited (“Voortman”). The claims were for damages arising out of alleged breaches by the Sellers of certain representations, warranties, and covenants contained in the Purchase Agreement relating to periods prior to the closing of the acquisition. 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, 19 Table of Contents 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. On November 3, 2022, pursuant to the agreement with the RWI insurers, Voortman brought claims in the Ontario (Canada) Superior Court of Justice (the “Claim”), related to the breaches against certain of the Sellers. The Claim alleges the seller defendants made certain non-disclosures and misrepresentations to induce Hostess Brands to overpay for Voortman. We are seeking damages of $ 109.0 CAD representing the amount of the aggregate liability of the Sellers for indemnification under the Purchase Agreement, $ 5.0 CAD in punitive or aggravated damages, interest, proceedings fees, and any other relief the presiding court deems appropriate. A portion of any recovery will be shared with the RWI insurers. Although we believe that the Claim is meritorious, no assurance can be given as to whether we will recover all, or any part, of the amounts being pursued. We retained rights to the Claim upon the divestiture of the Voortman business in 2025. Note 15: Common Shares The following table sets forth common share information. July 31, 2025 April 30, 2025 Common shares authorized 300.0 300.0 Common shares outstanding 106.7 106.4 Treasury shares 43.8 44.1 Repurchase Program: 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. Note 16: Supplier Financing Program As part of ongoing efforts to maximize working capital, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. Payment terms with our suppliers, which we deem to be commercially reasonable, range from 0 to 180 days. We have an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution. Participating suppliers can sell one or more of our payment obligations at their sole discretion, and our rights and obligations to our suppliers are not impacted. We have no economic interest in a supplier’s decision to enter into these agreements. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements. However, our right to offset balances due from suppliers against our payment obligations is restricted by the agreement for those payment obligations that have been sold by our suppliers. The payment of these obligations is included in cash provided by operating activities in the Condensed Statements of Consolidated Cash Flows. 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. 20 Table of Contents