What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-26 compared with 2025-11-25 · 151 added, 102 removed, 241 unchanged (51% of the section changed)

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(Dollars and shares in millions, unless otherwise noted, except per share data)

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three and six months ended October 31, 2025 and 2024.

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three and nine months ended January 31, 2026 and 2025.

All comparisons presented are to the corresponding period of the prior year, unless otherwise noted.

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Trends Affecting our Business

During the first half of 2026, we continued to experience input cost inflation and a dynamic macroeconomic environment, inclusive of tariffs, regulatory and policy changes, and changes in consumer behaviors, which we anticipate will persist through the remainder of 2026.

Further, the higher costs have required price increases across our business, and we anticipate the price elasticity of demand could remain elevated during 2026 as consumers continue to experience broader inflationary pressures and are selective in their spending.

During the first nine months of 2026, we continued to experience input cost inflation and a dynamic macroeconomic environment, inclusive of tariffs, regulatory and policy changes, and changes in consumer behaviors, including health and wellness trends, which we anticipate will persist through the remainder of 2026.

Further, the higher costs have required price increases across our business, and we anticipate that the price elasticity of demand could remain elevated during 2026 as consumers continue to experience broader inflationary pressures and are selective in their spending.

In response to the inflationary pressures, we continue to focus on the delivery of our company-wide transformation initiative to deliberately translate our continuous improvement mindset into sustainable productivity initiatives in order to grow our profit margins and reinvest in the Company to enable future growth and cost savings.

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Results of Operations

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

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

2026 2025 % Increase (Decrease) 2026 2025 % Increase (Decrease)

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% of net sales 35.4 % 40.2 % 32.0 % 38.9 %

Operating income $ 418.5 $ 169.7 147 $ 464.1 $ 519.2 (11)

Operating income (loss) $ (548.4) $ (594.0) 8 $ (84.3) $ (74.8) (13)

% of net sales (23.4) % (27.2) % (1.2) % (1.1) %

Net income (loss):

Net income (loss) $ 241.3 $ (24.5) n/m $ 197.4 $ 160.5 23

Net income (loss) per common share – assuming dilution $ 2.26 $ (0.23) n/m $ 1.85 $ 1.51 23

Net income (loss) $ (724.2) $ (662.3) (9) $ (526.8) $ (501.8) (5)

Net income (loss) per common share – assuming dilution $ (6.79) $ (6.22) (9) $ (4.94) $ (4.72) (5)

Adjusted gross profit (A)

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Refer to “Non-GAAP Financial Measures” in this discussion and analysis for a reconciliation to the comparable GAAP financial measure.

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

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

2026 2025 Increase

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This measure provides useful information to investors because it enables comparison of results on a year-over-year basis.

Net sales in the second quarter of 2026 increased $58.9, or 3 percent, which includes $50.5 of noncomparable net sales in the prior year related to divestitures.

Net sales in the third quarter of 2026 increased $153.4, or 7 percent, which includes $26.3 of noncomparable net sales in the prior year related to divestitures.

Net sales excluding divestitures and foreign currency exchange increased $177.7, or 8 percent.

Net price realization contributed 10 percentage points to net sales, primarily driven by higher net pricing for coffee.

Volume/mix decreased net sales by 6 percentage points, primarily driven by decreases for coffee, peanut butter, dog snacks, and lapping contract manufacturing sales related to the divested pet food brands in the prior year.

Net sales in the first six months of 2026 increased $47.1, or 1 percent, which includes $103.3 of noncomparable net sales in the prior year related to divestitures.

Volume/mix decreased net sales by 2 percentage points, primarily driven by decreases for sweet baked goods and fruit spreads, and lapping contract manufacturing sales related to the divested pet food brands in the prior year, partially offset by an increase for Uncrustables sandwiches.

Net sales in the first nine months of 2026 increased $200.5, or 3 percent, which includes $129.6 of noncomparable net sales in the prior year related to divestitures.

Net sales excluding divestitures and foreign currency exchange increased $329.9, or 5 percent.

Net price realization contributed 9 percentage points to net sales, primarily driven by higher net pricing for coffee.

Volume/mix decreased net sales by 5 percentage points, primarily driven by decreases for coffee, dog snacks, peanut butter, and lapping contract manufacturing sales related to the divested pet food brands in the prior year.

Operating Income

The following table presents the components of operating income as a percentage of net sales.

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

Volume/mix decreased net sales by 4 percentage points, primarily driven by decreases for coffee, dog snacks, sweet baked goods, fruit spreads, and peanut butter, and lapping contract manufacturing sales related to the divested pet food brands in the prior year, partially offset by an increase for Uncrustables sandwiches.

Operating Income (Loss)

The following table presents the components of operating income (loss) as a percentage of net sales.

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

2026 2025 2026 2025

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Amortization 2.2 2.5 2.2 2.5

Goodwill impairment charges 21.7 36.3 7.5 12.1

Other intangible assets impairment charges 19.4 9.5 6.7 3.2

Other special project costs 0.2 0.5 0.2 0.4

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Other operating expense (income) – net (0.2) (0.6) (0.2) (0.3)

Operating income 18.0 % 7.5 % 10.4 % 11.8 %

Operating income (loss) (23.4) % (27.2) % (1.2) % (1.1) %

Amounts may not add due to rounding.

Gross profit decreased $16.2, or 2 percent, in the second quarter of 2026, primarily driven by higher commodity costs, unfavorable volume/mix, tariffs, and the noncomparable impact of divestitures, partially offset by higher net price realization and a net favorable impact of derivative gains and losses.

Operating income increased $248.8, or 147 percent, in the second quarter of 2026, primarily driven by lapping the $260.8 pre-tax loss on the Voortman business disposal group classified as held for sale in the prior year, lower amortization expense, and a decrease in other special project costs, partially offset by the decrease in gross profit and an increase in selling, distribution, and administrative (“SD&A”) expenses.

Gross profit decreased $50.3, or 6 percent, in the third quarter of 2026, primarily driven by higher costs, inclusive of commodity costs and tariffs, and unfavorable volume/mix, partially offset by higher net price realization.

Operating loss decreased $45.6, or 8 percent, in the third quarter of 2026, primarily driven by lapping a $50.2 net pre-tax loss on divestitures in the prior year and a $40.8 decrease in impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, partially offset by the decrease in gross profit.

Our non-GAAP financial measures are adjusted to exclude amortization expense and impairment charges related to intangible assets, special project costs, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, and other infrequently occurring items that do not directly reflect ongoing operating results.

Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information.

Gross profit excluding non-GAAP adjustments (“adjusted gross profit”) decreased $89.8, or 10 percent, as compared to the prior year second quarter, reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses and special project costs as compared to GAAP gross profit.

Adjusted operating income decreased $96.3, or 20 percent, as compared to the prior year second quarter, further reflecting the exclusion of the $260.8 pre-tax loss for the assets held for sale in the prior year, amortization expense, and other special project costs.

Gross profit decreased $338.7, or 20 percent, in the first six months of 2026, primarily driven by higher commodity costs, a net unfavorable impact of derivative gains and losses, unfavorable volume/mix, tariffs, and the noncomparable impact of divestitures, partially offset by higher net price realization.

Operating income decreased $55.1, or 11 percent, in the first six months of 2026, primarily reflecting the decrease in gross profit, partially offset by lapping the $260.8 pre-tax loss on the Voortman business disposal group classified as held for sale in the prior year, lower amortization expense, and decreases in other special project costs and SD&A expenses.

Gross profit excluding non-GAAP adjustments (“adjusted gross profit”) decreased $28.4, or 3 percent, as compared to the prior year third quarter, primarily reflecting the exclusion of the change in special project costs as compared to GAAP gross profit.

Adjusted operating income decreased $32.2, or 7 percent, as compared to the prior year third quarter, further reflecting the exclusion of the net pre-tax loss on the divestitures in the prior year and the change in noncash impairment charges.

Gross profit decreased $389.0, or 15 percent, in the first nine months of 2026, primarily driven by higher commodity costs, a net unfavorable impact of derivative gains and losses, tariffs, unfavorable volume/mix, an increase in special project costs, and the noncomparable impact of divestitures, partially offset by higher net price realization.

Operating loss increased $9.5, or 13 percent, in the first nine months of 2026, primarily reflecting the decrease in gross profit, partially offset by lapping a $311.0 net pre-tax loss on divestitures in the prior year, a $40.8 decrease in impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, lower amortization expense, and a decrease in other special project costs.

Adjusted gross profit decreased $207.5, or 8 percent, as compared to the prior year, reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses and special project costs as compared to GAAP gross profit.

Adjusted operating income decreased $173.9, or 19 percent, as compared to the prior year, further reflecting the exclusion of the $260.8 pre-tax loss for the assets held for sale in the prior year, amortization expense, and other special project costs..

Adjusted operating income decreased $206.1, or 15 percent, as compared to the prior year, further reflecting the exclusion of the net pre-tax loss on the divestitures in the prior year and the change in noncash impairment charges, amortization, and other special project costs.

Interest Expense

Net interest expense was comparable to the prior year for the three and six months ended October 31, 2025.

Net interest expense was comparable to the prior year for the three and nine months ended January 31, 2026.

For additional information, refer to Note 8:

Debt and Financing Arrangements.

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 percent, respectively.

During the current year, 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 prior year, 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 the 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 the 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.

We anticipate a full-year effective income tax rate for 2026 to be approximately (32.5) percent.

For additional information, refer to Note 7:

Goodwill and Other Intangible Assets and Note 13:

Income Taxes.

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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.

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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 :

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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.

We have recognized total cumulative integration costs of $186.0, of which $0.7 and $1.1 were recognized during the three and six months ended October 31, 2025, respectively, and $15.1 and $27.1 were recognized during the three and six months ended October 31, 2024, respectively.

We have recognized total cumulative integration costs of $186.4, of which $0.4 and $1.5 were recognized during the three and nine months ended January 31, 2026, respectively, and $7.8 and $34.9 were recognized during the three and nine months ended January 31, 2025, respectively.

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.

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.

We have recognized total cumulative costs of $47.9, which included $27.2 and $47.9 of employee-related and other transition and termination costs, during the three and six months ended October 31, 2025, respectively.

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.

We have recognized total cumulative costs of $74.4, which included $26.5 and $74.4 of employee-related and other transition and termination costs, during the three and nine months ended January 31, 2026, respectively.

We anticipate any remaining charges to be minimal.

For further information on these costs, refer to Note 4:

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

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

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With the exception of Sweet Baked Snacks products, International and Away From Home includes the sale of all products that are distributed in foreign countries through retail channels, as well as domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).

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

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

2026 2025 % Increase

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Retail Coffee

Retail Coffee segment net sales increased $144.9 in the second quarter of 2026.

Retail Coffee segment net sales increased $167.6 in the third quarter of 2026.

Net price realization increased net sales by 23 percentage points, reflecting higher net pricing across the portfolio.

Volume/mix decreased net sales by 6 percentage points, primarily reflecting decreases for the Folgers and Dunkin’ brands, partially offset by an increase for the Café Bustelo brand.

Segment profit decreased $48.4, primarily reflecting higher commodity costs, tariffs, unfavorable volume/mix, and higher marketing spend, partially offset by higher net price realization.

Retail Coffee segment net sales increased $238.7 in the first six months of 2026.

Volume/mix decreased net sales by 1 percentage point, reflecting decreases for the Dunkin’ and Folgers brands, partially offset by an increase for the Café Bustelo brand.

Segment profit decreased $9.6, primarily reflecting higher commodity costs, tariffs, unfavorable volume/mix, and lapping favorable property taxes in the prior year, partially offset by higher net price realization.

Retail Coffee segment net sales increased $406.3 in the first nine months of 2026.

Net price realization increased net sales by 23 percentage points, reflecting higher net pricing across the portfolio.

Volume/mix decreased net sales by 5 percentage points, primarily reflecting decreases for the Folgers and Dunkin’ brands, partially offset by an increase for the Café Bustelo brand.

Segment profit decreased $86.8, primarily reflecting higher commodity costs, unfavorable volume/mix, tariffs, and higher marketing spend, partially offset by higher net price realization.

Volume/mix decreased net sales by 3 percentage points, reflecting decreases for the Dunkin’ and Folgers brands, partially offset by an increase for the Café Bustelo brand.

Segment profit decreased $96.4, primarily reflecting higher commodity costs, tariffs, unfavorable volume/mix, and higher marketing spend, partially offset by higher net price realization.

Retail Frozen Handheld and Spreads

Retail Frozen Handheld and Spreads segment net sales decreased $24.1 in the second quarter of 2026.

Volume/mix decreased net sales by 8 percentage points, primarily reflecting decreases for peanut butter, fruit spreads, and Uncrustables sandwiches.

Net price realization contributed 3 percentage points to net sales, primarily reflecting higher net pricing for Uncrustables sandwiches.

Segment profit decreased $14.0, primarily driven by unfavorable volume/mix, higher marketing spend, and increased costs, partially offset by higher net price realization and lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility.

Retail Frozen Handheld and Spreads segment net sales decreased $36.2 in the first six months of 2026.

Retail Frozen Handheld and Spreads segment net sales increased $8.8 in the third quarter of 2026.

Net price realization contributed 2 percentage points to net sales, primarily reflecting higher net pricing for Uncrustables sandwiches, partially offset by higher trade spend for peanut butter.

Volume/mix was neutral to net sales, as an increase for peanut butter was mostly offset by a decrease for fruit spreads.

Segment profit increased $4.4, primarily driven by higher net price realization and lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility, partially offset by higher costs and unfavorable volume/mix.

Retail Frozen Handheld and Spreads segment net sales decreased $27.4 in the first nine months of 2026.

Volume/mix decreased net sales by 3 percentage points, primarily reflecting decreases for peanut butter and fruit spreads.

Net price realization contributed 1 percentage point to net sales, reflecting higher net pricing for Uncrustables sandwiches, partially offset by higher trade spend for peanut butter.

Segment profit decreased $18.7, primarily driven by unfavorable volume/mix, higher marketing spend, and increased costs, partially offset by lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility and higher net price realization.

realization contributed 2 percentage points to net sales, reflecting higher net pricing for Uncrustables sandwiches, partially offset by higher trade spend for peanut butter.

Segment profit decreased $14.3, primarily driven by unfavorable volume/mix, higher marketing spend, and higher costs, partially offset by higher net price realization and lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility.

Retail Pet Foods

Retail Pet Foods segment net sales decreased $32.2 in the second quarter of 2026.

Volume/mix decreased net sales by 8 percentage points, primarily driven by a decrease for dog snacks and lapping contract manufacturing sales related to the divested pet food brands in the prior year.

Net price realization contributed 1 percentage point to net sales, reflecting higher net pricing across the portfolio.

Segment profit increased $3.0, primarily reflecting lower costs and higher net price realization, partially offset by unfavorable volume/mix.

Retail Pet Foods segment net sales decreased $63.9 in the first six months of 2026.

Volume/mix decreased net sales by 8 percentage points, primarily reflecting a decrease for dog snacks and lapping contract manufacturing sales related to the divested pet food brands in the prior year.

Retail Pet Foods segment net sales decreased $5.9 in the third quarter of 2026.

Volume/mix decreased net sales by 2 percentage points, primarily driven by lapping contract manufacturing sales related to the divested pet food brands in the prior year and a decrease for dog snacks, partially offset by an increase for cat food.

Net price realization was neutral to net sales, as higher net pricing for cat food was mostly offset by lower net pricing for dog snacks.

Segment profit increased $5.1, primarily reflecting lower marketing spend.

Retail Pet Foods segment net sales decreased $69.8 in the first nine months of 2026.

Volume/mix decreased net sales by 6 percentage points, primarily reflecting a decrease for dog snacks and lapping contract manufacturing sales related to the divested pet food brands in the prior year, partially offset by an increase for cat food.

Net price realization was neutral to net sales.

Segment profit decreased $11.0, primarily reflecting unfavorable volume/mix, partially offset by higher net price realization and lower marketing spend.

Segment profit decreased $5.9, primarily reflecting unfavorable volume/mix, partially offset by lower marketing spend and higher net price realization.

Sweet Baked Snacks

The Sweet Baked Snacks segment net sales decreased $59.4 in the second quarter of 2026, inclusive of the impact of $50.5 of noncomparable net sales in the prior year related to the divested Voortman business and certain Sweet Baked Snacks value brands.

The Sweet Baked Snacks segment net sales decreased $53.8 in the third quarter of 2026, inclusive of the impact of $26.3 of noncomparable net sales in the prior year related to the divested Voortman business and certain Sweet Baked Snacks value brands.

Excluding the noncomparable impact of the divestitures, net sales decreased $27.5, or 11 percent.

Volume/mix decreased net sales by 2 percentage points, primarily reflecting decreases for snack cakes, private label products, and breakfast, partially offset by an increase for donuts.

Net price realization decreased net sales by 1 percentage point, primarily reflecting lower net pricing across the majority of the portfolio.

Segment profit decreased $48.8, primarily reflecting higher costs, the impact of noncomparable segment profit in the prior year related to the divested businesses, unfavorable volume/mix, and higher marketing spend.

The Sweet Baked Snacks segment net sales decreased $139.9 in the first six months of 2026, inclusive of the impact of $103.3 of noncomparable net sales in the prior year related to the divested Voortman business and certain Sweet Baked Snacks value brands.

Volume/mix decreased net sales by 10 percentage points, primarily reflecting decreases for snack cakes, donuts, and breakfast.

Net price realization was neutral to net sales.

Segment profit decreased $42.6, primarily reflecting higher costs, unfavorable volume/mix, and higher marketing spend.

The Sweet Baked Snacks segment net sales decreased $193.7 in the first nine months of 2026, inclusive of the impact of $129.6 of noncomparable net sales in the prior year related to the divested Voortman business and certain Sweet Baked Snacks value brands.

Excluding the noncomparable impact of the divestitures, net sales decreased $64.1, or 8 percent.

Volume/mix decreased net sales by 5 percentage points, primarily reflecting decreases for snack cakes and private label products, partially offset by an increase for donuts.

Net price realization decreased net sales by 1 percentage point, primarily reflecting lower net pricing for snack cakes.

Segment profit decreased $89.0, primarily reflecting higher costs, the impact of noncomparable segment profit in the prior year related to the divested businesses, unfavorable volume/mix, lower net price realization, and higher marketing spend.

Volume/mix decreased net sales by 7 percentage points, primarily reflecting decreases for snack cakes and private label products.

Net price realization decreased net sales by 1 percentage point, primarily reflecting lower net pricing across the majority of the portfolio.

Segment profit decreased $131.6, primarily reflecting higher costs, unfavorable volume/mix, the impact of noncomparable segment profit in the prior year related to the divested businesses, and higher marketing spend.

Subsequent to January 31, 2026, a fire occurred at our Emporia, Kansas manufacturing facility resulting in a temporary disruption of production.

We expect the incident to result in reduced net sales in the fourth quarter of 2026.

While we continue to evaluate the operational and financial effects of the incident, including potential insurance recoveries, we do not anticipate it to have a material impact on earnings.

International and Away From Home

International and Away From Home net sales increased $29.7 in the second quarter of 2026, including $1.6 of unfavorable foreign currency exchange.

International and Away From Home net sales increased $36.7 in the third quarter of 2026, including $2.0 of favorable foreign currency exchange.

Excluding the noncomparable impact of foreign currency exchange, net sales increased $34.7, or 12 percent.

Net price realization contributed 11 percentage points to net sales, primarily driven by higher net pricing for coffee.

Volume/mix contributed 1 percentage point to net sales, primarily reflecting an increase for Uncrustables sandwiches, partially offset by decreases for coffee, peanut butter, and dog snacks.

Segment profit increased $8.4, primarily driven by higher net price realization, lower SD&A expenses, and favorable volume/mix, partially offset by higher costs and tariffs.

International and Away From Home net sales increased $48.4 in the first six months of 2026, including $1.8 of unfavorable foreign currency exchange.

Volume/mix was neutral to net sales, as increases for Uncrustables sandwiches and coffee was mostly offset by decreases for fruit spreads, portion control products, cat food, and peanut butter.

Segment profit increased $10.4, primarily driven by higher net price realization, partially offset by higher costs, tariffs, and unfavorable volume/mix.

International and Away From Home net sales increased $85.1 in the first nine months of 2026, including $0.2 of favorable foreign currency exchange.

Excluding the noncomparable impact of foreign currency exchange, net sales increased $84.9, or 10 percent.

Net price realization contributed 10 percentage points to net sales, primarily driven by higher net pricing for coffee.

Volume/mix was neutral to net sales as decreases for coffee, fruit spreads, and dog snacks were mostly offset by an increase for Uncrustables sandwiches.

Segment profit increased $25.3, primarily driven by higher net price realization, lower SD&A expenses, and favorable volume/mix, partially offset by higher costs and tariffs.

Volume/mix was neutral to net sales as decreases for coffee, fruit spreads, portion control products, and dog snacks were mostly offset by an increase for Uncrustables sandwiches.

Segment profit increased $35.7, primarily driven by higher net price realization and lower selling, distribution, and administrative expenses, partially offset by higher costs and tariffs.

LIQUIDITY AND CAPITAL RESOURCES

Our principal source of funds is cash generated from operations, supplemented by borrowings against our commercial paper program and revolving credit facility.

Total cash and cash equivalents decreased to $62.8 at October 31, 2025, compared to $69.9 at April 30, 2025.

Total cash and cash equivalents decreased to $52.8 at January 31, 2026, compared to $69.9 at April 30, 2025.

The following table presents selected cash flow information.

Six Months Ended October 31,

Nine Months Ended January 31,

Net cash provided by (used for) operating activities $ 894.4 $ 816.5

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(A) Free cash flow is a non-GAAP financial measure used by management to evaluate the amount of cash available for debt repayment, dividend distribution, acquisition opportunities, share repurchases, and other corporate purposes.

The $241.2 decrease in cash provided by operating activities in the first six months of 2026 was primarily driven by lower net income adjusted for noncash items in the current year and higher working capital requirements in 2026.

The cash required to fund working capital increased compared to the prior year, primarily driven by an increase in cash used for inventories, reflecting higher inventory levels and input cost inflation in the current year, and an increase in cash used for accounts payable due to timing of spend and payments, partially offset by increases in cash related to the timing of settling our derivative instruments and the change in trade receivables due to timing of sales and payments.

Cash used for investing activities in the first six months of 2026 consisted primarily of $150.6 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities, and an increase of $52.8 in our derivative cash margin account balances.

Cash used for investing activities in the first six months of 2025 consisted primarily of $210.7 in capital expenditures, reflecting our investments in the new Uncrustables sandwiches manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities.

The use of cash for 2025 also included an increase of $14.9 in our derivative cash margin account balances.

Cash used for financing activities in the first six months of 2026 consisted primarily of dividend payments of $231.2, partially offset by a net increase in short-term borrowings of $87.4.

Cash used for financing activities in the first six months of 2025 consisted primarily of dividend payments of $226.5 and a net decrease in short-term borrowings of $121.6.

The $77.9 increase in cash provided by operating activities in the first nine months of 2026 was primarily driven by lower working capital requirements in 2026 and a decrease in cash used for income and other taxes, primarily reflecting lower taxable income and timing of income tax payments, partially offset by lower net income (loss) adjusted for noncash items in the current year.

The cash required to fund working capital decreased compared to the prior year, primarily driven by lower inventories, reflecting moderation in input cost inflation during the current year, a reduction in payments related to transition services agreements entered into in connection with the divestitures, and the timing of settling our derivative instruments.

These increases in cash were partially offset by a decrease in cash related to the change in trade receivables due to the timing of sales and payments.

Cash used for investing activities in the first nine months of 2026 consisted primarily of $222.1 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities, partially offset by a decrease of $34.8 in our derivative cash margin account balances.

Cash used for investing activities in the first nine months of 2025 consisted primarily of $298.8 in capital expenditures, reflecting our investments in the new Uncrustables sandwiches manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities, and also included an increase of $10.4 in our derivative cash margin account balances.

These uses of cash for 2025 were partially offset by net proceeds received of $290.5 from the divested Voortman business.

Cash used for financing activities in the first nine months of 2026 consisted primarily of dividend payments of $347.9, long-term debt repayments of 200.0, and a net decrease in short-term borrowings of $181.0.

Cash used for financing activities in the first nine months of 2025 consisted primarily of dividend payments of $340.9, long-term debt repayments of $300.0, and a net decrease in short-term borrowings of $153.2.

Supplier Financing Program

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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.

As of October 31, 2025, and April 30, 2025, $248.0 and $340.4 of our outstanding payment obligations, respectively, 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.

As of January 31, 2026, and April 30, 2025, $296.1 and $340.4 of our outstanding payment obligations, respectively, 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.

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 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.

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

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

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

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The following table presents our capital structure.

October 31, 2025 April 30, 2025

January 31, 2026 April 30, 2025

Short-term borrowings $ 486.9 $ 640.8

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

As of October 31, 2025, we had $748.5 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 4.29 percent.

We are in compliance with all our debt covenants as of October 31, 2025, and expect to be for the next 12 months.

As of January 31, 2026, we had $487.0 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 3.85 percent.

We are in compliance with all our debt covenants as of January 31, 2026, and expect to be for the next 12 months.

For additional information on our long-term debt, sources of liquidity, and debt covenants, see Note 8:

Debt and Financing Arrangements.

Dividend payments were $231.2 and $226.5 in the first six months of 2026 and 2025, respectively, and dividends declared per share were $2.20 and $2.16 in the first six months of 2026 and 2025, respectively.

Dividend payments were $347.9 and $340.9 in the first nine months of 2026 and 2025, respectively, and dividends declared per share were $3.30 and $3.24 in the first nine months of 2026 and 2025, respectively.

The declaration of dividends is subject to the discretion of our Board and depends on various factors, such as our net income (loss), financial condition, cash requirements, future events, and other factors deemed relevant by the Board.

During the six months ended October 31, 2025, we did not repurchase any common shares under a repurchase plan authorized by 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, we did not repurchase any common shares under a repurchase plan authorized by 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.

There is no guarantee as to the exact number of shares that may be repurchased or when such purchases may occur.

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We continue to evaluate these risks, which could affect our financial condition or our ability to fund operations or future investment opportunities.

As of October 31, 2025, total cash and cash equivalents of $58.1 was held by our foreign subsidiaries, primarily in Canada.

We have not repatriated foreign cash to the U.S.

during the first six months of 2026.

As of January 31, 2026, total cash and cash equivalents of $45.2 was held by our foreign subsidiaries, primarily in Canada.

During the third quarter of 2026, we returned $42.1 of foreign cash to the U.S.

The repatriation was subject to $2.1 of foreign withholding taxes, while U.S.

federal and state income taxes were not significant.

There was no other foreign cash repatriated to the U.S.

Material Cash Requirements

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Transactions with related parties are in the ordinary course of business and are not material to our results of operations, financial condition, or cash flows.

As of October 31, 2025, there were no material changes to our material cash requirements as previously reported in our Annual Report on Form 10-K for the year ended April 30, 2025.

As of January 31, 2026, there were no material changes to our material cash requirements as previously reported in our Annual Report on Form 10-K for the year ended April 30, 2025.

NON-GAAP FINANCIAL MEASURES

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Income taxes, as adjusted is calculated using an adjusted effective income tax rate that is applied to adjusted income before income taxes and reflects the exclusion of the previously discussed items, as well as any adjustments for one-time tax-related activities, when they occur.

While this adjusted effective income tax rate does not generally differ materially from our GAAP effective income tax rate, certain exclusions from non-GAAP results can significantly impact our adjusted effective income tax rate.

While this adjusted effective income tax rate does not generally differ materially from our GAAP effective income tax rate, certain exclusions from non-GAAP results, such as the unfavorable income tax impacts associated with the impairment charges for the Sweet Baked Snacks reporting unit, can significantly impact our adjusted effective income tax rate.

These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with U.S.

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See page 27 for a reconciliation of net sales adjusted for certain noncomparable items to the comparable GAAP financial measure.

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

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

2026 2025 2026 2025

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Adjusted gross profit $ 790.8 $ 819.2 $ 2,323.9 $ 2,531.4

Operating income reconciliation:

Operating income $ 418.5 $ 169.7 $ 464.1 $ 519.2

Operating income (loss) reconciliation:

Operating income (loss) $ (548.4) $ (594.0) $ (84.3) $ (74.8)

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

Loss (gain) on divestitures – net — 50.2 — 311.0

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Net income (loss) $ (724.2) $ (662.3) $ (526.8) $ (501.8)

Income tax expense 77.1 91.3 64.5 152.3

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

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

Loss (gain) on divestitures – net — 50.2 — 311.0

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Other expense – special project costs 0.1 — 1.0 —

Other infrequently occurring items:

Other debt charges (gains) – net (A)

— (30.3) — (30.3)

Pension plan termination settlement charge (B)

Adjusted income before income taxes $ 336.0 $ 365.0 $ 899.3 $ 1,097.1

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Adjusted income 254.5 278.3 682.2 $ 832.0

Weighted-average shares – assuming dilution 106.9 106.7 106.9 106.6

Adjusted earnings per share – assuming dilution $ 2.10 $ 2.76 $ 4.00 $ 5.19

Weighted-average shares – assuming dilution (C)

106.9 106.7 106.9 106.6

Adjusted earnings per share – assuming dilution (C)

$ 2.38 $ 2.61 $ 6.38 $ 7.80

(A) Net other debt charges (gains) includes a net gain on extinguishment of debt as a result of the tender offers completed during the third quarter of 2025.

For more information, see Note 8:

Debt and Financing Arrangements.

(B) Represents the nonrecurring pre-tax settlement charge recognized during the third quarter of 2026 related to the termination of one of our U.S.

qualified defined benefit plans.

For more information, see Note 9:

Pensions and Other Postretirement Benefits.

(C) Adjusted earnings per common share – assuming dilution for the three and nine months ended January 31, 2026 and 2025, was computed using the treasury stock method.

Further, for the three and nine months ended January 31, 2026 and 2025, the weighted-average shares – assuming dilution differed from our GAAP weighted-average common shares outstanding – assuming dilution as a result of the anti-dilutive effect of our stock-based awards, which were excluded from the computation of net loss per share – assuming dilution.

For more information see Note 6:

Earnings per Share.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

A discussion of our critical accounting estimates and policies can be found in the “Management’s Discussion and Analysis” section of our Annual Report on Form 10-K for the year ended April 30, 2025.

There were no material changes to the information previously disclosed.

There were no material changes to the information previously disclosed, with the exception of the item discussed below.

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.

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 2. Management’s Discussion and Analysis