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Item 1. Financial Statements

2026-02-26 compared with 2025-11-25 · 217 added, 91 removed, 754 unchanged (29% of the section changed)

2 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS)

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

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

Dollars in millions, except per share data 2026 2025 2026 2025

5 unchanged sentences

Amortization 50.3 53.9 150.7 165.7

Goodwill impairment charges 507.5 794.3 507.5 794.3

Other intangible assets impairment charges 454.2 208.2 454.2 208.2

Other special project costs (A)

2 unchanged sentences

Other operating expense (income) – net ( 4.0 ) ( 12.2 ) ( 11.1 ) ( 19.3 )

Operating Income 418.5 169.7 464.1 519.2

Operating Income (Loss) ( 548.4 ) ( 594.0 ) ( 84.3 ) ( 74.8 )

Interest expense – net ( 94.5 ) ( 95.4 ) ( 293.3 ) ( 294.5 )

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

Other income (expense) – net (A)

( 9.0 ) ( 3.4 ) ( 12.4 ) ( 10.7 )

Income Before Income Taxes 318.4 66.8 261.9 312.8

Income tax expense 77.1 91.3 64.5 152.3

Income (Loss) Before Income Taxes ( 651.9 ) ( 662.5 ) ( 390.0 ) ( 349.7 )

Income tax expense (benefit) 72.3 ( 0.2 ) 136.8 152.1

Net Income (Loss) $ ( 724.2 ) $ ( 662.3 ) $ ( 526.8 ) $ ( 501.8 )

9 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

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

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

Dollars in millions 2026 2025 2026 2025

10 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in millions October 31, 2025 April 30, 2025

Dollars in millions January 31, 2026 April 30, 2025

Current Assets

38 unchanged sentences

Additional capital 5,750.4 5,738.7

Retained income 468.2 501.8

Retained income (accumulated deficit) ( 372.8 ) 501.8

Accumulated other comprehensive income (loss) ( 168.2 ) ( 184.5 )

4 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

Six Months Ended October 31,

Nine Months Ended January 31,

Dollars in millions 2026 2025

4 unchanged sentences

Amortization 150.7 165.7

Goodwill impairment charges 507.5 794.3

Other intangible assets impairment charges 454.2 208.2

Pension settlement loss (gain) 7.8 —

Share-based compensation expense 20.4 25.2

13 unchanged sentences

Additions to property, plant, and equipment ( 222.1 ) ( 298.8 )

Proceeds from divestitures – net — 290.5

Proceeds from disposal of property, plant, and equipment 13.1 0.2

Collateral pledged for derivative cash margin accounts ( 52.8 ) ( 14.9 )

Collateral received (pledged) for derivative cash margin accounts 34.8 ( 10.4 )

Other – net 0.3 —

2 unchanged sentences

Short-term borrowings (repayments) – net ( 181.0 ) ( 153.2 )

Repayments of long-term debt ( 200.0 ) ( 300.0 )

Quarterly dividends paid ( 347.9 ) ( 340.9 )

10 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

Six Months Ended October 31, 2025

Nine Months Ended January 31, 2026

Dollars in millions Common

Outstanding Common Shares Additional Capital Retained Income Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity

Outstanding Common Shares Additional Capital Retained Income (Accumulated Deficit) 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

15 unchanged sentences

Balance at October 31, 2025 106,695,169 $ 26.7 $ 5,748.0 $ 468.2 $ ( 182.7 ) $ 6,060.2

Six Months Ended October 31, 2024

Net income (loss) ( 724.2 ) ( 724.2 )

Other comprehensive income (loss) 14.5 14.5

Comprehensive income (loss) ( 709.7 )

Purchase of treasury shares ( 1,163 ) — ( 0.2 ) — ( 0.2 )

Stock plans 4,177 — 2.6 2.6

Cash dividends declared, $ 1.10 per common share

( 116.8 ) ( 116.8 )

Balance at January 31, 2026 106,698,183 $ 26.7 $ 5,750.4 $ ( 372.8 ) $ ( 168.2 ) $ 5,236.1

Nine Months Ended January 31, 2025

Dollars in millions Common

17 unchanged sentences

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

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

Operating results for the nine months ended January 31, 2026, 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.

45 unchanged sentences

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 and six months ended October 31, 2025, and incurred divestiture costs of $ 0.1 and $ 0.4 during the three and six months ended October 31, 2024, respectively, primarily consisting of employee-related costs.

We did not incur any divestiture costs during the three and nine months ended January 31, 2026, and 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.

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

3 unchanged sentences

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 $ 8.4 , of which $ 1.6 and $ 1.9 were recognized during the three and six months ended October 31, 2025, respectively, and $ 0.8 and $ 0.9 during the three and six months ended October 31, 2024, respectively, primarily consisting of other transition and termination costs.

We have recognized total cumulative costs of $ 8.9 , of which $ 0.5 and $ 2.4 were recognized during the three and nine months ended January 31, 2026, respectively, and $ 2.1 and $ 3.0 during the three and nine months ended January 31, 2025, respectively, primarily consisting of other transition and termination costs.

Integration Costs:

3 unchanged sentences

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

Three Months Ended October 31, Six Months Ended October 31, Total Costs Incurred to Date at October 31, 2025

Three Months Ended January 31, Nine Months Ended January 31, Total Costs Incurred to Date at January 31, 2026

2026 2025 2026 2025

3 unchanged sentences

Total integration costs $ 0.4 $ 7.8 $ 1.5 $ 34.9 $ 186.4

Cumulative noncash charges incurred through October 31, 2025, were $ 15.9 and primarily consisted of accelerated depreciation.

We incurred noncash charges of $ 0.5 during both the three and six months ended October 31, 2025, and incurred $ 5.9 and $ 11.5 during the three and six months ended October 31, 2024, respectively.

Cumulative noncash charges incurred through January 31, 2026, were $ 16.1 and primarily consisted of accelerated depreciation.

We incurred noncash charges of $ 0.2 and $ 0.7 during the three and nine months ended January 31, 2026, and incurred $ 1.7 and $ 13.2 during the three and nine months ended January 31, 2025, respectively.

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.

1 unchanged sentence

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 $ 2.0 and $ 6.2 at October 31, 2025, and April 30, 2025, respectively.

The obligation related to severance and retention bonuses was $ 1.1 and $ 6.2 at January 31, 2026, and April 30, 2025, respectively.

Restructuring Costs:

During the first quarter of 2026, 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.

During the first quarter of 2026, we announced plans to close our Indianapolis, Indiana manufacturing facility, which manufactures Hostess ® branded products, and consolidated operations into other existing facilities during the third quarter of 2026 to further optimize operations within our Sweet Baked Snacks segment.

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

Three Months Ended October 31, Six Months Ended October 31, Total Costs Incurred to Date at October 31, 2025

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

January 31, 2026

Employee-related costs $ 0.6 $ 6.4 $ 6.4

2 unchanged sentences

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

We incurred noncash charges of $ 23.5 and $ 38.9 during the three and six months ended October 31, 2025, respectively.

The obligation related to severance and retention bonuses was $ 4.4 at October 31, 2025.

We incurred noncash charges of $ 23.7 and $ 62.6 during the three and nine months ended January 31, 2026, respectively.

We anticipate any remaining charges to be minimal.

The obligation related to severance and retention bonuses was $ 1.1 at January 31, 2026.

Reportable Segments

6 unchanged sentences

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

Subsequent to the third quarter of 2026, we announced several senior leadership updates in support of continued advancement of our long-term growth strategy and enhancement of our profitability and earnings.

As a result, we are evaluating the impact of these changes to the way in which we present our reportable segments during the fourth quarter of 2026.

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

11 unchanged sentences

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

Three Months Ended October 31, 2025

Three Months Ended January 31, 2026

Retail Coffee U.S.

11 unchanged sentences

Amortization ( 50.3 )

Goodwill impairment charges ( 507.5 )

Other intangible assets impairment charges ( 454.2 )

Interest expense – net ( 94.5 )

5 unchanged sentences

Income before income taxes $ ( 651.9 )

Six Months Ended October 31, 2025

Nine Months Ended January 31, 2026

Retail Coffee U.S.

11 unchanged sentences

Amortization ( 150.7 )

Goodwill impairment charges ( 507.5 )

Other intangible assets impairment charges ( 454.2 )

Interest expense – net ( 293.3 )

5 unchanged sentences

Income before income taxes $ ( 390.0 )

Three Months Ended October 31, 2024

Three Months Ended January 31, 2025

Retail Coffee U.S.

11 unchanged sentences

Amortization ( 53.9 )

Goodwill impairment charges ( 794.3 )

Other intangible assets impairment charges ( 208.2 )

Gain (loss) on divestitures – net ( 50.2 )

3 unchanged sentences

Other special project costs (D)

Other debt gains (charges) – net (E)

Corporate administrative expenses ( 77.2 )

Other income (expense) – net ( 3.4 )

Income before income taxes $ 66.8

Six Months Ended October 31, 2024

Income (loss) before income taxes $ ( 662.5 )

Nine Months Ended January 31, 2025

Retail Coffee U.S.

11 unchanged sentences

Amortization ( 165.7 )

Goodwill impairment charges ( 794.3 )

Other intangible assets impairment charges ( 208.2 )

Gain (loss) on divestitures – net ( 311.0 )

3 unchanged sentences

Other special project costs (D)

Other debt gains (charges) – net (E)

Corporate administrative expenses ( 247.4 )

7 unchanged sentences

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

Further, favorable property taxes are included in the U.S.

Retail Coffee segment for the three and nine months ended January 31, 2025.

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

1 unchanged sentence

Special Project Costs.

(E) Includes a net gain on extinguishment of debt as a result of tender offers completed during the third quarter of 2025.

For more information, see Note 8:

Debt and Financing Arrangements.

The following tables present total assets;

1 unchanged sentence

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

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Retail Coffee $ 4,731.3 $ 4,927.8

5 unchanged sentences

Total assets $ 16,265.7 $ 17,563.3

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

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

2026 2025 2026 2025

18 unchanged sentences

The following table presents certain geographical information.

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

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

2026 2025 2026 2025

6 unchanged sentences

The following table presents product category information.

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

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

2026 2025 2026 2025 Primary Reportable Segment (A)

1 unchanged sentence

Retail Coffee

Sweet baked goods 256.1 279.2 509.3 575.8 Sweet Baked Snacks

Frozen handheld 231.4 210.5 738.4 679.6 U.S.

Retail Frozen Handheld and Spreads

Sweet baked goods 224.8 266.1 734.1 841.9 Sweet Baked Snacks

Pet snacks 227.9 237.4 663.3 719.4 U.S.

16 unchanged sentences

Earnings per Share

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

We computed net income (loss) per common share (“basic earnings per share”) under the two-class method for the three and nine months ended January 31, 2026 and 2025, 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 and six months ended October 31, 2025 and the six months ended October 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 months ended October 31, 2024, 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 and nine months ended January 31, 2026 and 2025, we recognized a net loss and as a result, excluded the anti-dilutive effect of stock-based awards from the computation of diluted earnings per share.

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

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

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

2026 2025 2026 2025

8 unchanged sentences

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

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

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

2026 2025 2026 2025

6 unchanged sentences

Net income (loss) per common share – assuming dilution $ ( 6.79 ) $ ( 6.22 ) $ ( 4.94 ) $ ( 4.72 )

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, 2025 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ 507.5 $ 391.5 $ 5,710.0

Impairment charge (A)

— — — ( 507.5 ) — ( 507.5 )

— — — — 2.1 2.1

Balance at January 31, 2026 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ — $ 393.6 $ 5,204.6

(A) We have recognized accumulated goodwill impairment charges of $ 2,412.0 as of January 31, 2026.

(B) The amount classified as other in International and Away From Home 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, 2026 April 30, 2025

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 $ 2,245.3 $ 2,351.2 $ 4,596.5 $ 2,099.0 $ 2,497.5

Patents and technology 163.0 161.2 1.8 163.0 161.0 2.0

Trademarks 1,687.9 894.7 793.2 136.4 116.5 19.9

Total intangible assets subject to amortization $ 6,447.4 $ 3,301.2 $ 3,146.2 $ 4,895.9 $ 2,376.5 $ 2,519.4

Indefinite-lived intangible assets not subject to

amortization:

Trademarks $ 2,820.5 $ 223.4 $ 2,597.1 $ 4,372.0 $ 544.5 $ 3,827.5

Total other intangible assets $ 9,267.9 $ 3,524.6 $ 5,743.3 $ 9,267.9 $ 2,921.0 $ 6,346.9

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 third quarter of 2026, both net sales and segment profit continued to underperform as compared to plan for the Sweet Baked Snacks segment, reflecting sustained challenges in the sweet baked goods category, ongoing executional and operating challenges, and the impact of a dynamic macroeconomic environment, inclusive of continued pressures on consumer discretionary spending and an evolving regulatory environment.

Furthermore, we also completed our long-range planning process during the third quarter of 2026, which resulted in a decrease in projected net sales and segment profit for the Sweet

Baked Snacks segment, as compared to the projected financial information used in the previous impairment test during the fourth quarter of 2025.

The declines are reflective of both near-term underperformance and long-term expectations for both net sales and segment profit, driven by the sustained reduction in consumer discretionary income due to inflationary pressures and an overall shift in consumer sentiment related to sweet baked goods, contributing to a slower than anticipated recovery in the sweet baked goods category.

In addition, the overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category, led to a further reduction of the projected long-term growth rate and royalty rate for the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

As a result of these declines and the narrow differences between estimated fair values and carrying values as of April 30, 2025, we performed an interim impairment analysis on the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark.

We recognized total pre-tax impairment charges of $ 961.7 during the third quarter of 2026, of which $ 507.5 and $ 454.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

The goodwill impairment charge represents the full remaining carrying value of the goodwill within the Sweet Baked Snacks reporting unit and the indefinite-lived trademark impairment charge represents the excess of the carrying value over the estimated fair value.

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

As a result of the goodwill impairment charge, we completed an impairment review of the remaining long-lived assets within the Sweet Baked Snacks reporting unit and did not recognize any additional impairment charges.

Furthermore, we reassessed the long-term strategic expectations for the Hostess brand, inclusive of the impact of recent category trends, resulting in the reprioritization of our investments in growth brands outside of the reporting unit and the brand being reclassified as a finite-lived intangible asset as of January 31, 2026.

The reclassification will result in annual amortization expense of $ 38.8 .

There were no other indicators of impairment during the third quarter of 2026, 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, 2026.

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, due to a decline in both actual and forecasted net sales, reflecting underperformance of the business, increased inflationary pressures, and diminished consumer discretionary income.

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

Debt and Financing Arrangements

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

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Outstanding Carrying

30 unchanged sentences

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 October 31, 2025, the interest rate on the Term Loan was 5.13 percent.

Subsequent to the quarter, we prepaid $ 100.0 on the Term Loan.

During the three months ended January 31, 2026, we prepaid $ 200.0 .

As of January 31, 2026, the interest rate on the Term Loan was 4.77 percent.

Subsequent to the quarter, we prepaid an additional $ 100.0 on the Term Loan.

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

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

We recorded a net gain on the extinguishment of debt of $ 30.3 during the 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 10:

Derivative Financial Instruments.

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

2 unchanged sentences

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 October 31, 2025, or April 30, 2025.

We did not have a balance outstanding under the revolving credit facility as of January 31, 2026, 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.

1 unchanged sentence

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

As of October 31, 2025, and April 30, 2025, we had

$ 748.5 and $ 641.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 4.29 and 4.73 percent, respectively.

Interest paid totaled $ 61.3 and $ 74.0 for the three months ended October 31, 2025 and 2024, respectively, and $ 198.7 and $ 214.9 for the six months ended October 31, 2025 and 2024, respectively.

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

As of January 31, 2026, and April 30, 2025, we had $ 487.0 and $ 641.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 3.85 and 4.73 percent, respectively.

Interest paid totaled $ 133.5 and $ 126.9 for the three months ended January 31, 2026 and 2025, respectively, and $ 332.2 and $ 341.8 for the nine months ended January 31, 2026 and 2025, respectively.

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

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

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

As of January 31, 2026, we are in compliance with all covenants.

Pensions and Other Postretirement Benefits

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

Three Months Ended October 31,

Three Months Ended January 31,

Defined Benefit Pension Plans Other Postretirement Benefits

5 unchanged sentences

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

Settlement loss (gain) 7.8 — — —

Net periodic benefit cost $ 9.4 $ 2.6 $ 0.1 $ 0.2

Six Months Ended October 31,

Nine Months Ended January 31,

Defined Benefit Pension Plans Other Postretirement Benefits

5 unchanged sentences

Amortization of prior service cost (credit) 0.1 0.1 ( 0.5 ) ( 0.5 )

Settlement loss (gain) 7.8 — — —

Net periodic benefit cost $ 12.7 $ 7.9 $ 0.4 $ 0.5

We made direct benefit payments of $ 1.7 for both the six months ended October 31, 2025 and 2024, respectively.

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

qualified defined benefit plans, effective as of December 31, 2023.

We provided notice to participants of the intent to terminate the plan and applied for a determination letter from the Internal Revenue Service.

Pension obligations will be distributed through a combination of lump sum payments to eligible plan participants and through the purchase of a group annuity contract.

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

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

As of January 31, 2026, we had unrecognized losses related to the plan of $ 35.9 .

We anticipate the termination process will be substantially complete by the end of 2026.

As a result of significant lump sum payments during the third quarter of 2026, we recognized a noncash pre-tax settlement charge of $ 7.8 to accelerate the unrecognized losses within accumulated other comprehensive income (loss) that would have otherwise been recognized in subsequent periods.

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

We made contributions of $ 0.7 and $ 1.0 to our U.S.

qualified defined benefit pension plans for the nine months ended January 31, 2026 and 2025, respectively and direct benefit payments of $ 2.7 for both the nine months ended January 31, 2026 and 2025.

Derivative Financial Instruments

21 unchanged sentences

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

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

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

For additional information, see Note 8:

Debt and Financing Arrangements.

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

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Commodity contracts $ 403.1 $ 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.

October 31, 2025

January 31, 2026

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 $ 90.3 and $ 37.5 at October 31, 2025, and April 30, 2025, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

Our cash margin

accounts represented collateral pledged of $ 2.7 and $ 37.5 at January 31, 2026, 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.

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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 October 31, Six Months Ended October 31,

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

2026 2025 2026 2025

5 unchanged sentences

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

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

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

2026 2025 2026 2025

2 unchanged sentences

Change in net cumulative unallocated derivative gains and losses $ 59.3 $ 60.0 $ ( 90.8 ) $ 41.7

As of October 31, 2025, the net cumulative unallocated derivative losses were $ 69.3 , and at April 30, 2025, the net cumulative unallocated derivative gains were $ 80.8 .

As of January 31, 2026, the net cumulative unallocated derivative losses were $ 10.0 , 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 October 31, Six Months Ended October 31,

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

2026 2025 2026 2025

2 unchanged sentences

( 3.1 ) ( 3.0 ) ( 9.4 ) ( 9.8 )

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

— ( 56.9 ) — ( 56.9 )

Change in accumulated other comprehensive income (loss) $ 3.1 $ 59.9 $ 9.4 $ 66.7

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income (Loss) was $ 98.6 and $ 98.7 for the three months ended October 31, 2025 and 2024, respectively and, $ 198.8 and $ 199.1 for the six months ended October 31, 2025 and 2024.

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income (Loss) was $ 94.5 and $ 95.4 for the three months ended January 31, 2026 and 2025, respectively and, $ 293.3 and $ 294.5 for the nine months ended January 31, 2026 and 2025.

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

Included as a component of accumulated other comprehensive income (loss) at October 31, 2025 and April 30, 2025, were deferred net pre-tax losses of $ 111.1 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 October 31, 2025 and April 30, 2025, was $ 25.8 and $ 27.3 , respectively.

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

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

Debt and Financing Arrangements.

Included as a component of accumulated other comprehensive income (loss) at January 31, 2026 and April 30, 2025, were deferred net pre-tax losses of $ 108.0 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 January 31, 2026 and April 30, 2025, was $ 25.1 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.

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Amount Fair Value Carrying

12 unchanged sentences

(Level 2) Significant

(Level 3) Fair Value at October 31, 2025

(Level 3) Fair Value at January 31, 2026

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 October 31, 2025, our municipal obligations are scheduled to mature as follows:

As of January 31, 2026, our municipal obligations are scheduled to mature as follows:

$ 0.1 in 2026, $ 3.9 in 2027, $ 0.4 in 2028, $ 2.0 in 2029, $ 0.6 in 2030, and the remaining $ 7.1 in 2031 and beyond.

8 unchanged sentences

Debt and Financing Arrangements.

During the third quarter of 2026, we recognized nonrecurring fair value adjustments of $ 961.7 , of which $ 507.5 and $ 454.2 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 values of the reporting unit and the indefinite-lived trademark.

For additional information, see Note 7:

Goodwill and Other Intangible Assets.

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

12 unchanged sentences

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

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Operating lease right-of-use assets $ 153.0 $ 115.4

14 unchanged sentences

The following table summarizes the components of lease expense.

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

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

2026 2025 2026 2025

10 unchanged sentences

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

Six Months Ended October 31,

Nine Months Ended January 31,

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

7 unchanged sentences

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

October 31, 2025

January 31, 2026

Operating Leases Finance Leases

8 unchanged sentences

Lease liabilities $ 159.7 $ 10.4

We entered into a lease and financing agreement with the Development Authority of Columbus, Georgia (the “Development Authority”), effective December 1, 2025, in connection with a taxable revenue bond transaction between Hostess Brands, LLC and the Development Authority on December 30, 2025 (the “Bond Transaction”).

The Bond Transaction required Hostess Brands, LLC to exchange its property to the taxing jurisdiction for one or more tax-exempt bonds issued in the name of Hostess Brands, LLC not to exceed $ 120.6 .

As both the owner of the bonds and the lessee of the project, we are not required to make lease payments as our obligation to pay rent is equal to the Development Authority’s obligation to pay debt service on the bonds.

Further, in connection with the Bond Transaction, we received a letter agreement from the Columbus, Georgia Board of Tax Assessors granting tax abatement for certain real and personal property located at our Columbus, Georgia bakery through 2045, subject to certain commitments.

We have elected to use the right of offset under Accounting Standards Codification 210-20 to net the asset and the liability.

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

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Weighted average remaining lease term (in years):

4 unchanged sentences

Finance leases

The effective income tax rates for the three months ended October 31, 2025 and 2024, were 24.2 and 136.7 percent, respectively, and for the six months ended October 31, 2025 and 2024, were 24.6 and 48.7 , respectively.

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

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

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

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

Income tax expense (benefit) for the three months ended January 31, 2026 and 2025, was $ 72.3 and $( 0.2 ), respectively.

The effective income tax rate for the third quarter of 2026 varied from the U.S.

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.

Income tax expense (benefit) for the nine months ended January 31, 2026 and 2025, was $ 136.8 and $ 152.1 , respectively.

The effective income tax rate for the first nine months of 2026 varied from the U.S.

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.

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 and six months ended October 31, 2025, and we do not anticipate a material impact on our effective income tax rate in future periods.

The corporate tax changes included in the Act did not have a material impact on our effective income tax rate during the three and nine months ended January 31, 2026, 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.

13 unchanged sentences

Income tax benefit (expense) — ( 2.2 ) ( 1.7 ) ( 0.2 ) ( 4.1 )

Balance at October 31, 2025 $ ( 46.0 ) $ ( 85.3 ) $ ( 52.6 ) $ 1.2 $ ( 182.7 )

Balance at January 31, 2026 $ ( 38.9 ) $ ( 82.9 ) $ ( 47.4 ) $ 1.0 $ ( 168.2 )

Adjustment Net Gains (Losses)

10 unchanged sentences

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

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

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

(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 8:

Debt and Financing Arrangements and Note 10:

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.

(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.

For additional information, see Note 9:

2 unchanged sentences

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

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

5 unchanged sentences

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

Accordingly, no loss contingency has been recorded for these matters as of October 31, 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.

Accordingly, no loss contingency has been recorded for these matters as of January 31, 2026, 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:

2 unchanged sentences

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.

7 unchanged sentences

The following table sets forth common share information.

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Common shares authorized 300.0 300.0

2 unchanged sentences

Repurchase Program:

During the six months ended October 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 six months ended October 31, 2025 and 2024, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

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

During the nine months ended January 31, 2026 and 2025 , we did not repurchase any common shares under a repurchase plan authorized by the Board of Directors (the “Board”).

The shares repurchased during the nine months ended January 31, 2026 and 2025 , consisted of shares repurchased from stock plan recipients in lieu of cash payments.

As of January 31, 2026, approximately 1.1 million common shares remain available for repurchase pursuant to the Board’s authorizations.

Supplier Financing Program

7 unchanged sentences

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

Included in accounts payable in the Condensed Consolidated Balance Sheets as of October 31, 2025, and April 30, 2025, were $ 248.0 and $ 340.4 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

During the first six months of 2026 and 2025, we paid $ 679.6 and $ 818.8 , 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 January 31, 2026, and April 30, 2025, were $ 296.1 and $ 340.4 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

During the first nine months of 2026 and 2025, we paid $ 938.2 and $ 1,211.9 , 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