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Item 7. Management’s Discussion and Analysis

2026-06-09 compared with 2025-06-18 · 161 added, 212 removed, 383 unchanged (49% of the section changed)

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This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide an understanding of our results of operations, financial condition, and cash flows by focusing on changes in certain key measures from year to year, and should be read in conjunction with our consolidated financial statements and the accompanying notes presented in Item 8.

“Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

“Financial Statements and Supplementary Data” in this Annual Report on Form

This discussion contains forward-looking statements that involve risks and uncertainties.

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Through our unwavering commitment to producing quality products, operating responsibly and ethically, and delivering on our Purpose, we will continue to grow our business while making a positive impact on society.

We have four reportable segments:

We have five reportable segments:

Retail Coffee, U.S.

Retail Frozen Handheld and Spreads, U.S.

Retail Pet Foods, and Sweet Baked Snacks.

These segments in total comprised 86 percent of consolidated net sales in 2025 and represent a major portion of our strategic focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America.

Retail Pet Foods, Sweet Baked Snacks, and Away From Home.

Products within our U.S.

retail market segments are primarily sold through a combination of direct sales and brokers to food retailers, club stores, discount and dollar stores, online retailers, pet specialty stores, drug stores, military commissaries, mass merchandisers, and distributors.

The Sweet Baked Snacks segment includes products distributed across all channels, both domestically and in foreign countries, such as supermarket chains, convenience stores, national mass retailers, discount and dollar stores, club stores, the vending channel, drug stores, and military commissaries.

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).

Strategic Overview

Retail reportable segments are primarily sold through a combination of direct sales and brokers to food retailers, club stores, discount and dollar stores, online retailers, pet specialty stores, drug stores, military commissaries, mass merchandisers, and distributors.

The Sweet Baked Snacks reportable segment includes products distributed across all channels, both domestically and in foreign countries, such as supermarket chains, convenience stores, national mass retailers, discount and dollar stores, club stores, the vending channel, drug stores, and military commissaries.

The Away From Home reportable segment includes the sale of all products 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).

We remain rooted in our Basic Beliefs to Be Bold , Be Kind , Do the Right Thing , Play to Win , and Thrive Together .

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This continuity of management and thought extends to the broader leadership team that embodies the values and embraces the business practices that have contributed to our consistent growth.

Our strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in growing categories.

This vision is our long-term direction that guides business priorities and aligns our organization.

As a company of iconic brands and new favorites, we will continue to drive balanced, long-term growth, primarily in North America.

Further, we will continue to guide the transformation of our business by advancing our strategy of leading in the attractive categories of pet, coffee, and snacking.

Our strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in attractive categories.

It provides clear long-term direction, aligning the organization and guiding business priorities.

As a Company of #1 and leading brands, complemented by emerging, on-trend brands, we will continue to drive balanced, long-term growth, primarily in North America.

Our strategic growth objectives include net sales increasing by a low single-digit percentage and operating income excluding non-GAAP adjustments (“adjusted operating income”) increasing by a mid-single-digit percentage on average over the long term.

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We expect organic growth, including new products, to drive much of our top-line growth, while the contribution from acquisitions will vary from year to year.

cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), and other infrequently occurring items that do not directly reflect ongoing operating results.

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, certain divestiture, acquisition, integration, and restructuring costs (“special project costs”), gains and losses on divestitures, the net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), 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.

Due to the unknown and potentially prolonged impact of the inflationary environment and challenged supply network, we may experience difficulties or be delayed in achieving our long-term strategies;

Due to a dynamic external environment, we may experience difficulties or be delayed in achieving our long-

term strategies;

however, we continue to evaluate the effects of the macroeconomic environment on our long-term growth objectives.

Over the past five years, net sales, adjusted operating income, and adjusted earnings per share increased at a compound annual growth rate of approximately 2 percent, 4 percent, and 3 percent, respectively.

These changes were primarily driven by an increase in net sales from the acquisition of Hostess Brands, partially offset by the reduction in net sales from the divested Voortman business and certain Sweet Baked Snacks value brands in 2025, Sahale Snacks and Canada condiment businesses in 2024, certain pet food brands in 2023, the private label dry pet food and natural beverage and grains businesses in 2022, and the Crisco ® and Natural Balance ® businesses in 2021.

Over the past five years, both net sales and adjusted operating income increased at a compound annual growth rate of approximately 2 percent, while adjusted earnings per share was flat.

These changes were primarily driven by an increase in net sales from the acquisition of Hostess Brands, partially offset by the reduction in net sales from the divested Voortman business and certain Sweet Baked Snacks value brands in 2025, Sahale Snacks and Canada condiment businesses in 2024, certain pet food brands in 2023, and the private label dry pet food and natural beverage and grains businesses in 2022.

Net cash provided by operating activities decreased at a compound annual growth rate of approximately 1 percent over the past five years.

Our cash deployment strategy is to balance reinvesting in our business through acquisitions and capital expenditures with returning cash to our shareholders through the payment of dividends and share repurchases.

Our deployment strategy also includes a significant focus on debt repayment.

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

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

The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2.

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

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

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

Our current deployment strategy also includes a significant focus on debt repayment.

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, a manufacturer and marketer of sweet baked goods brands, including Hostess Donettes , Twinkies , CupCakes , DingDongs , Zingers , CoffeeCakes , HoHos , Mini Muffins , and Fruit Pies , and the Voortman cookie brand at the acquisition date.

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

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

During 2025, the acquired business contributed net sales of $1,178.8.

We anticipate cost synergies of approximately $100.0, which are expected to be achieved by the end of 2026.

To date, we have achieved cost synergies of approximately $86.0, of which approximately $75.0 was achieved during 2025.

For additional information, refer to Note 2:

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

Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $48.4 and $30.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $48.4 and $30.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks reportable segment.

Net proceeds from the divestiture were $34.6, inclusive of the final working capital adjustment and cash transaction costs.

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

Under our ownership, the Voortman business generated net sales of approximately $86.3 and $65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

Under our ownership, the Voortman business generated net sales of approximately $86.3 and $65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks reportable segment.

Net proceeds from the divestiture were $291.4, inclusive of the final working capital adjustment and cash transaction costs.

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The transaction included Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and McLarens pickled onions brands, inclusive of certain trademarks.

our ownership, these brands generated net sales of $43.8 and $61.6 in 2024 and 2023, respectively, which were included in the International operating segment.

Under our ownership, these brands generated net sales of $43.8 in 2024, which was included in the International operating segment.

Final net proceeds from the divestiture were $25.3, inclusive of a working capital adjustment and cash transaction costs.

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The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand.

Under our ownership, the Sahale Snacks brand generated net sales of $24.1 and $48.4 in 2024 and 2023, respectively, primarily included in the U.S.

Retail Frozen Handheld and Spreads segment.

Under our ownership, the Sahale Snacks brand generated net sales of $24.1 in 2024, primarily included in the U.S.

Retail Frozen Handheld and Spreads reportable segment.

Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs.

Upon completion of this transaction during 2024, we recognized a pre-tax loss of $6.7, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

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

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

Under our ownership, these brands generated net sales of $1.5 billion in 2023, primarily included in the U.S.

Retail Pet Foods segment.

Final net proceeds from the divestiture were $1.2 billion, consisting of $683.9 in cash, net of a working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction.

We recognized a pre-tax loss of $1.0 billion upon completion of this transaction during 2023, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

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

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

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

For additional information, see Note 10:

Derivative Financial Instruments.

For additional information, refer to Note 3:

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Trends Affecting our Business

During 2025, we continued to experience input cost inflation and a dynamic and evolving macroeconomic environment, inclusive of tariffs, regulatory and policy changes, and changes in consumer behaviors, which we anticipate will persist into 2026.

Further, the higher costs have required price increases across our business, and we anticipate the price elasticity of demand could remain elevated into 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.

In addition, it is possible significant disruptions in our supply chain could occur if certain geopolitical events continue to impact markets around the world, including the impact of potential shipping delays due to supply and demand imbalances, as well as labor shortages and tariffs.

We also continue to work closely with our customers and external business partners, taking additional actions to ensure safety, business continuity, and maximize product availability.

We have maintained production at all our facilities and availability of appointments at distribution centers.

Furthermore, we have implemented measures to manage order volumes to ensure a consistent supply across our retail partners during periods of high demand.

However, to the extent that high demand levels or supply chain disruptions delay order fulfillment, we may experience volume loss and elevated penalties.

Although we do not have any operations in Russia, Ukraine, Israel, Palestine, China or Taiwan, we continue to monitor the environment for any significant escalation or expansion of economic or supply chain disruptions, including broader inflationary costs and the impact of tariffs, as well as regional or global economic recessions.

Overall, broad-based supply chain disruptions and the impact of inflation remain uncertain.

We will continue to evaluate the nature and extent to which supply chain disruptions and inflation will impact our business, supply chain, including labor availability and attrition, results of operations, financial condition, and liquidity.

During 2026, we continued to experience input cost inflation and a dynamic macroeconomic environment, including tariffs, regulatory and policy changes, and shifts in consumer behavior, including health and wellness trends, which could persist into 2027.

Further, these higher costs have required price increases across certain areas of our business during 2026 as consumers faced broader inflationary pressures and were selective in their spending.

In support of ongoing cost management and earnings growth, we remain focused on executing our company-wide transformation initiative, which is designed to translate our continuous improvement mindset into sustainable productivity gains.

These efforts are intended to expand our profit margins while enabling reinvestment in the Company to support future growth and cost savings.

Additionally, significant supply chain disruptions could arise if certain geopolitical events continue to impact global markets, including the impact of potential shipping delays driven by supply and demand imbalances, labor shortages, and tariffs.

We continue to work closely with our customers and external business partners, taking proactive measures to support safety, ensure business continuity, and maximize product availability.

Production has been maintained across all facilities, and appointments at distribution centers remain available.

We are closely monitoring ongoing geopolitical conflicts, as well as evolving international trade and regulatory conditions, for any escalation that could significantly disrupt economic activity or supply chains.

These factors may contribute to broader inflationary pressures, tariff impacts, increased energy costs, or regional and global economic slowdowns.

Given these uncertainties, the extent to which inflation and supply chain disruptions, including labor availability and attrition, may affect our business, results of operations, financial condition, and liquidity could be difficult to predict.

We will continue to evaluate these factors as conditions evolve.

Results of Operations

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Net income (loss):

Net income (loss) $ (1,230.8) $ 744.0 n/m

Net income (loss) per common share – assuming dilution $ (11.57) $ 7.13 n/m

Net income (loss) $ (138.7) $ (1,230.8) 89

Net income (loss) per common share – assuming dilution $ (1.30) $ (11.57) 89

Adjusted gross profit (A)

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Net sales $ 9,050.9 $ 8,726.1 $ 324.8 4 %

Hostess Brands acquisition (669.3) — (669.3) (8)

Sweet Baked Snacks value brands divestiture — (48.4) 48.4 1

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— (86.3) 86.3 1

Canada condiment divestiture — (43.8) 43.8 1

Sahale Snacks divestiture

— (24.1) 24.1 —

Foreign currency exchange

(3.3) — (3.3) —

Net sales excluding acquisition, divestitures, and foreign currency exchange (A)

Net sales excluding divestitures and foreign currency exchange (A)

$ 9,047.6 $ 8,591.4 $ 456.2 5 %

Amounts may not add due to rounding .

(A) Net sales excluding acquisition, divestitures, and foreign currency exchange is a non-GAAP financial measure used to evaluate performance internally.

(A) Net sales excluding divestitures and foreign currency exchange is a non-GAAP financial measure used to evaluate performance internally.

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

Net sales in 2025 increased $547.4, or 7 percent, which includes incremental net sales in the current year of $669.3 related to the Hostess Brands acquisition, partially offset by $134.0 of noncomparable net sales in the prior year related to divestitures.

Net sales excluding acquisition, divestitures, and foreign currency exchange increased $22.8.

Net price realization contributed 2 percentage points to net sales, reflecting higher net pricing for coffee, partially offset by lower net pricing for sweet baked goods, dog snacks, and cat food.

Volume/mix decreased net sales by 2 percentage points, primarily driven by lower contract manufacturing sales related to the divested pet food brands and decreases for coffee, dog snacks, and sweet baked goods, partially offset by increases for Uncrustables sandwiches and cat food.

Net sales in 2026 increased $324.8, or 4 percent, which includes $134.7 of noncomparable net sales in the prior year related to divestitures.

Net sales excluding divestitures and foreign currency exchange increased $456.2.

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

Volume/mix decreased net sales by 4 percentage points, primarily driven by decreases for coffee, sweet baked goods, dog snacks, peanut butter, and fruit spreads, as well as the lapping of 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)

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Amounts may not add due to rounding.

Gross profit increased $269.3, or 9 percent, in 2025, primarily reflecting the noncomparable benefit of Hostess Brands and higher net price realization, partially offset by higher costs, the noncomparable impact of divestitures, and unfavorable volume/mix.

Operating income (loss) decreased $1,979.7, primarily reflecting pre-tax noncash impairment charges of $1,661.6 and $320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, respectively, the $310.1 net pre-tax loss on divestitures, reflecting the $44.2 and $265.9 pre-tax losses on the divestiture of certain Sweet Baked Snacks value brands and the Voortman business, respectively, and an $82.8 increase in selling, distribution, and administrative (“SD&A”) expenses.

These impacts were partially offset by the increase in gross profit, a $94.4 decrease in other special project costs primarily related to integration costs associated with the acquisition of Hostess Brands, and lapping a $39.1 charge in the prior year related to the termination of a supplier agreement.

Our non-GAAP adjustments include 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.

Gross profit decreased $350.2, or 10 percent, in 2026, primarily driven by higher costs, inclusive of commodity costs and tariffs, unfavorable volume/mix, a net unfavorable impact of derivative gains and losses, an increase in special project costs, and the noncomparable impact of divestitures, partially offset by higher net price realization.

Operating income (loss) increased $1,034.1, primarily reflecting a $1.0 billion decrease in impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand trademark, the lapping of a $310.1 net pre-tax loss on divestitures in the prior year, and a $32.4 decrease in selling, distribution, and administrative (“SD&A”) expenses, partially offset by the decrease in gross profit.

Our non-GAAP adjustments include the exclusion of 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”), increased $224.0, or 7 percent, as compared to the prior year, primarily reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses and the exclusion of special project costs as compared to GAAP gross profit.

Adjusted operating income, which further reflects the exclusion of the noncash impairment charges of $2.0 billion associated with the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, the $310.1 net pre-tax loss on divestitures, and other special project costs as compared to GAAP operating income, increased $188.5, or 12 percent, as compared to the prior year.

Gross profit excluding non-GAAP adjustments (“adjusted gross profit”), decreased $176.4, or 5 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 $146.4, or 8 percent, as compared to the prior year, further reflecting the exclusion of amortization expense, noncash impairment charges, the net pre-tax loss on divestitures in the prior year, and other special project costs as compared to GAAP operating income.

Interest Expense

Net interest expense increased $124.4, or 47 percent, in 2025, primarily due to increased interest expense related to the new Senior Notes issued during 2024 to partially finance the acquisition of Hostess Brands.

Net interest expense decreased $7.5, or 2 percent, in 2026, primarily due to reduced debt outstanding as compared to the prior year.

For additional information, refer to Note 8:

Debt and Financing Arrangements.

Income taxes increased $68.4 in 2025, as compared to the prior year.

Income taxes decreased $107.7, or 59 percent, in 2026, as compared to the prior year.

The effective income tax rate for 2026 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 charges for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, partially offset by favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our Co

mpany and certain state legislative changes enacted during the year.

statutory income tax rate of 21.0 percent primarily due to the unfavorable permanent impact associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit and state income taxes.

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

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

statutory income tax rate of 21.0 percent primarily due to the unfavorable permanent impacts associated with the goodwill impairment charges for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, as well as state income taxes, partially offset by favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our Company and certain state legislative changes enacted during the year.

We anticipate a full-year effective income tax rate for 2027 to be approximately 24.4 percent.

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Divestiture Costs :

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

We incurred divestiture costs of $0.9 and $5.5 during 2025 and 2024, respectively, which primarily consisted of employee-related costs and a noncash gain related to a lease termination in 2025.

As of April 30, 2025, we do not anticipate any additional costs to be incurred related to these divestiture activities.

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

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

The majority of these costs are expected to be cash charges and incurred by the end of 2026.

We have recognized total cumulative costs of $6.5 during 2025, primarily consisting of other transition and termination costs.

Total divestiture costs incurred to date related to the divested 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 in 2026 and incurred divestiture costs of $0.9 during 2025, primarily consisting of employee-related costs and a noncash gain related to a lease termination in 2025.

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

As a result of our recent divestitures, we identified opportunities to address certain distribution inefficiencies.

We have recognized total cumulative costs of $9.0 related to these efforts, of which $2.5 and $6.5 were recognized during 2026 and 2025, respectively, all of which were cash charges, primarily consisting of other transition and termination costs.

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

For additional information, see Note 3:

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Integration Costs :

Total integration costs related to the acquisition of Hostess Brands are anticipated to be approximately $190.0 and include transaction costs, employee-related costs, and other transition and termination charges, with the majority expected to be cash charges.

We have recognized total cumulative integration costs of $184.9, of which $37.5 were recognized during 2025.

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.

We have recognized total cumulative integration costs related to the acquisition of Hostess Brands of $187.4, of which $2.5 and $37.5 were recognized during 2026 and 2025, respectively.

These costs primarily consisted of transaction costs, employee-related costs, and other transition and termination charges, the majority of which were cash charges.

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

Restructuring Costs :

On May 27, 2025, we announced plans to close our Indianapolis, Indiana manufacturing facility, which manufactures Hostess branded products, and consolidate operations into other existing facilities by early calendar year 2026 to further optimize operations for our Sweet Baked Snacks segment.

We anticipate incurring approximately $75.0 of costs related to these efforts, consisting of $60.0 in noncash charges for accelerated depreciation and $15.0 in employee-related and other transition and termination costs.

During 2026, we closed our Indianapolis, Indiana manufacturing facility, which manufactured Hostess branded products, and consolidated operations into other existing facilities to further optimize operations within our Sweet Baked Snacks reportable segment.

We have recognized total cumulative costs of $83.5 during 2026, consisting primarily of employee-related and other transition and termination costs.

We do not anticipate remaining charges related to these restructuring activities to be material in 2027.

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

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The raw materials we use in each of our segments are primarily commodities, agricultural-based products, and packaging materials.

The most significant of these materials, based on 2025 annual spend, are green coffee, peanuts, oils and fats, flour, sugar, and fruit.

The most significant of these materials, based on 2026 annual spend, are green coffee, peanuts, oils, fats, flour, sugar, and fruit.

Green coffee, corn, certain meals, oils, and grains are traded on active regulated exchanges, and the price of these commodities fluctuates based on market conditions.

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Its price is subject to high volatility due to factors such as weather, global supply and demand, product scarcity, plant disease, investor speculation, geopolitical conflicts, changes in governmental agricultural and energy policies and regulation, political and economic conditions in the source countries, and tariffs.

We source peanuts and oils and fats mainly from North America.

We source peanuts, oils, and fats mainly from North America.

We are one of the largest roasters of peanuts in the U.S.

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The oils we purchase are mainly palm, soybean, and peanut.

The price of peanuts, protein meals, and oils is driven primarily by weather, which impacts crop sizes and yield, as well as global demand, especially from large importing countries such as China and India.

The price of agricultural commodities are primarily driven by weather, which impacts crop sizes and yield, as well as global demand, especially from large importing countries such as China and India.

We frequently enter into long-term contracts to purchase plastic containers, which are sourced mainly within the U.S.

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Segment Results

We have four reportable segments:

We have five reportable segments:

Retail Coffee, U.S.

Retail Frozen Handheld and Spreads, U.S.

Retail Pet Foods, and Sweet Baked Snacks.

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

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

Retail Frozen Handheld and Spreads segment primarily includes the domestic sales of Uncustables , Jif , and Smucker’s branded products;

Retail Pet Foods segment primarily includes the domestic sales of Meow Mix , Milk-Bone , Pup-Peroni , and Canine Carry Outs branded products;

and the Sweet Baked Snacks segment primarily includes all domestic and foreign sales of Hostess branded products in all channels.

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

Retail Pet Foods, Sweet Baked Snacks, and Away From Home.

The presentation of Other represents the International operating segment, which does not meet the criteria to be presented as a reportable segment under FASB ASC 280.

In accordance with FASB ASC 280, we completed our annual evaluation of operating segments to determine which segments meet the quantitative thresholds to be presented as a reportable segment.

As a result of this evaluation, the Away From Home operating segment met the reportable segment criteria and is presented as such beginning in the fourth quarter of 2026.

Previously, the Away From Home operating segment was presented as a combination of all other operating segments that were not individually reportable.

Segment information for 2025 and 2024 has been recast to reflect this change.

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

Retail Frozen Handheld and Spreads reportable segment primarily includes the domestic sales of Uncrustables , Jif , and Smucker’s branded products;

Retail Pet Foods reportable segment primarily includes the domestic sales of Meow Mix , Milk-Bone , Pup-Peroni , and Canine Carry Outs branded products;

and the Sweet Baked Snacks reportable segment primarily includes all domestic and foreign sales of Hostess branded products in all channels.

The Away From Home reportable segment includes the sale of all products, with the exception of Sweet Baked Snacks products, 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).

Year Ended April 30,

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Sweet Baked Snacks 971.3 1,178.8 (18)

International and Away From Home 1,200.1 1,198.6 —

Away From Home 879.0 763.0 15

441.8 437.1 1

Segment profit:

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Sweet Baked Snacks 97.2 219.8 (56)

International and Away From Home 247.4 208.1 19

Away From Home 220.1 176.1 25

69.6 71.3 (2)

Segment profit margin:

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Sweet Baked Snacks 10.0 18.6

International and Away From Home 20.6 17.4

Away From Home 25.0 23.1

(A) Represents the International operating segment.

Retail Coffee

Retail Coffee segment net sales increased $102.2 in 2025.

Net price realization increased net sales by 5 percentage points, primarily driven by higher net pricing for the Folgers and Café Bustelo brands, partially offset by lower net pricing for the Dunkin’ brand.

Volume/mix decreased net sales by 2 percentage points, primarily reflecting decreases for the Folgers and Dunkin’ brands, partially offset by an increase for the Café Bustelo brand.

Segment profit increased $35.9, primarily reflecting higher net price realization, lapping a $39.1 charge in the prior year related to the termination of a supplier agreement, lower marketing spend, and favorable property taxes, partially offset by higher commodity costs and unfavorable volume/mix.

Retail Coffee net sales increased $498.3 in 2026.

Net price realization increased net sales by 22 percentage points, reflecting higher net pricing across the portfolio.

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

Segment profit decreased $93.6, primarily reflecting higher costs, inclusive of commodity costs and 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 increased $61.4 in 2025, inclusive of the impact of $15.1 of noncomparable net sales in the prior year related to the divested Sahale Snacks business.

Excluding the noncomparable impact of the divestiture, net sales increased $76.5, or 4 percent.

Volume/mix contributed 5 percentage points to net sales, primarily reflecting increases for Uncrustables sandwiches and peanut butter, partially offset by a decrease for fruit spreads.

Net price realization was neutral to net sales as lower net pricing for Uncrustables sandwiches was mostly offset by higher net pricing for toppings and syrups and peanut butter.

Segment profit decreased $8.8, primarily reflecting increased marketing spend, higher costs, lower net price realization, increased distribution expenses, and equipment write-off charges, partially offset by favorable volume/mix.

Retail Frozen Handheld and Spreads net sales decreased $23.1 in 2026.

Volume/mix decreased net sales by 3 percentage points, primarily reflecting decreases for peanut butter and fruit spreads, partially offset by an increase for Uncrustables sandwiches.

Net price realization contributed 2 percentage points to net sales, primarily reflecting higher net pricing for Uncrustables sandwiches.

Segment profit increased $19.4, primarily driven by higher net price realization and lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility, partially offset by unfavorable volume/mix.

Retail Pet Foods

Retail Pet Foods segment net sales decreased $159.2 in 2025.

Volume/mix decreased net sales by 7 percentage points, primarily reflecting lower contract manufacturing sales related to the divested pet food brands, as the contract manufacturing agreement with Post concluded at the end of 2025, and a decrease for dog snacks, partially offset by an increase for cat food.

Net price realization decreased net sales by 2 percentage points, primarily reflecting higher trade spend for cat food and dog snacks.

Segment profit increased $57.5, primarily reflecting lower costs and decreased operating and distribution expenses, partially offset by lower net price realization and unfavorable volume/mix.

Retail Pet Foods net sales decreased $63.6 in 2026.

Volume/mix decreased net sales by 5 percentage points, primarily reflecting a decrease for dog snacks and the lapping of 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 increased net sales by 1 percentage point, primarily reflecting higher net pricing for cat food and dog snacks.

Segment profit increased $13.7, primarily reflecting higher net price realization and lower marketing spend, partially offset by unfavorable volume/mix.

Sweet Baked Snacks

We acquired Hostess Brands on November 7, 2023, as discussed in Note 2:

During 2025, the Sweet Baked Snacks segment contributed net sales of $1,178.8 and segment profit of $219.8.

Excluding noncomparable net sales of $669.3 in the current year related to the Hostess Brands acquisition and $66.1 in the prior year related to the divestiture of certain Sweet Baked Snacks value brands and the Voortman business, net sales decreased $61.7, or 11 percent during 2025.

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 4 percentage points, primarily reflecting lower net pricing across the portfolio.

Segment profit increased $81.6 during 2025, primarily reflecting the impact of noncomparable segment profit in the current year related to the Hostess Brands acquisition, partially offset by lower net price realization, unfavorable volume/mix, the impact of noncomparable segment profit in the prior year related to the divestitures, higher costs, and increased marketing spend.

International and Away From Home

International and Away From Home net sales increased $1.5 in 2025, including the noncomparable impact of $52.8 of net sales in the prior year primarily related to the divestitures and $10.7 of unfavorable foreign currency exchange.

Excluding the noncomparable impact of the divested brands and foreign currency exchange, net sales increased $65.0, or 6 percent.

Net price realization contributed 5 percentage points to net sales, primarily driven by higher net pricing across the majority of the portfolio.

Volume/mix was neutral to net sales, as increases for Uncrustables sandwiches and peanut butter were mostly offset by a decrease for coffee.

Segment profit increased $39.3, primarily driven by higher net price realization and favorable volume/mix, partially offset by higher costs, the impact of noncomparable segment profit in the prior year related to the divested businesses, and pre-production expenses primarily related to the new Uncrustables sandwiches manufacturing facility.

Sweet Baked Snacks net sales decreased $207.5 in 2026, inclusive of the impact of $134.7 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 $72.8, or 7 percent.

Volume/mix decreased net sales by 8 percentage points, primarily reflecting decreases for snack cakes, private label, and breakfast.

Net price realization increased

net sales by 1 percentage point, primarily reflecting higher net pricing across the portfolio.

Segment profit decreased $122.6, primarily reflecting higher costs, unfavorable volume mix, and the impact of noncomparable segment profit in the prior year related to the divested businesses, partially offset by higher net price realization.

Away From Home

Away From Home net sales increased $116.0 in 2026.

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

Volume/mix contributed 6 percentage points to net sales, reflecting increases for Uncrustables sandwiches and coffee.

Segment profit increased $44.0, primarily driven by higher net price realization and favorable volume/mix, partially offset by higher costs.

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 increased to $69.9 at April 30, 2025, compared to $62.0 at April 30, 2024.

Total cash and cash equivalents decreased to $58.6 at April 30, 2026, compared to $69.9 at April 30, 2025.

The following table presents selected cash flow information.

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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 $19.0 decrease in cash provided by operating activities in 2025 was primarily driven by higher working capital requirements in 2025 and lapping the $42.5 proceeds received from settlement of the interest rate contracts assumed as part of the acquisition of Hostess Brands in the prior year, partially offset by higher net income (loss) adjusted for noncash items in the current year.

The cash required to fund working capital increased compared to the prior year primarily driven by an increase in cash used for accrued liabilities reflecting timing of interest payments and a decrease in the payable for transition s

ervices agreements entered into in connection with the divestitures and inventories reflecting higher inventory levels and input cost inflation in the current year.

These uses of cash were partially offset by an increase in cash from trade receivables due to timing of sales and cash collections and accounts payable due to timing of spend and cash payments.

Cash used for investing activities in 2025 consisted primarily of $393.8 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 $39.4 in our derivative cash margin account balances.

The $263.2 increase in cash provided by operating activities in 2026 was primarily driven by a decrease in cash used for income and other taxes, primarily reflecting the timing of income tax payments and lower taxable income, as well as lower working capital requirements in 2026, 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, the timing of settling our derivative instruments, and a reduction in payments related to transition services agreements entered into in connection with divestitures.

These increases in cash were partially offset by decreases related to changes in trade receivables, reflecting higher sales and the timing of cash collections, and changes in accounts payable, reflecting the timing of spend and cash payments.

Cash used for investing activities in 2026 consisted primarily of $317.4 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities, partially offset by a decrease of $44.9 in our derivative cash margin account balances.

Cash used for investing activities in 2025 consisted primarily of $393.8 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 an increase of $39.4 in our derivative cash margin account balances.

These uses of cash for 2025 were partially offset by net proceeds received of $326.0 from the divestiture of certain Sweet Baked Snacks value brands and the Voortman business.

Cash used for investing activities in 2024 consisted primarily of $3.9 billion related to the acquisition of Hostess Brands, including $67.8 of consideration transferred for the cash payment of Hostess Brands ’ employee equity awards, and $586.5 in capital expenditures, primarily driven by investments in Uncrustables sandwiches to support the new manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities.

These uses of cash for 2024 were partially offset by proceeds of $466.3 received from the settlement of our equity investment in Post common stock and net proceeds received of $56.3, primarily from the divested Sahale Snacks and Canada condiment businesses, and a decrease of $18.9 in our derivative cash margin account balances.

Cash used for financing activities in 2026 consisted primarily of long-term debt repayments of $500.0, dividend payments of $464.7, and a net decrease in short-term borrowings of $251.5.

Cash used for financing activities in 2025 consisted primarily of long-term debt repayments of $1,300.0 and dividend payments of $455.4, partially offset by $650.0 of proceeds from long-term debt and a net increase in short-term borrowings of $19.2.

Cash provided by financing activities in 2024 consisted primarily of proceeds from long-term debt of $4.3 billion to partially finance the acquisition of Hostess Brands and a net increase in short-term borrowings of $578.2.

These proceeds were partially offset by the $991.0 repayment of Hostess Brands’ debt assumed, the $800.0 Term Loan prepayment, dividend payments of $437.5, purchase of treasury shares of $372.8, and an $86.4 payment to terminate the tax receivable agreement assumed with the acquisition of Hostess Brands.

Supplier Financing Program

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Payment terms with our suppliers, which we deem to be commercially reasonable, range from 0 to 180 days.

We have an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution.

Participating suppliers can sell one or more of our payment obligations at their sole discretion, and our rights and obligations to our suppliers are not impacted.

We have an agreement with a third-party administrator to provide an accounts payable

tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution.

Participating suppliers can sell one or more of our payment obligations at their sole discretion.

We have no economic interest in a supplier’s decision to enter into these agreements.

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

Product Recall:

We are defendants in ongoing consumer litigation associated with a voluntary recall of select Jif peanut butter products initiated in May 2022.

The outcome and financial impact of this litigation cannot be predicted at this time.

Accordingly, no loss contingency has been recorded for these matters as of April 30, 2025, and the likelihood of loss is not considered probable or reasonably estimable.

Voortman Contingency:

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

Tariff Refunds:

In April 2026, we began pursuing claims for refunds of tariffs previously paid on certain imported goods.

As of April 30, 2026, recovery of these claims was subject to regulatory review and approval, and the timing and amount of any recovery was uncertain.

Accordingly, no amounts were recognized as of April 30, 2026.

The scope and realization of any recoveries remain subject to ongoing legal and administrative proceedings, including an announced appeal by the U.S.

Department of Justice, which may affect our ability to recover or retain any amounts received.

Capital Resources

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Total capital $ 12,507.5 $ 13,760.2

In March 2025, we entered into a Term Loan for an unsecured $650.0 term facility.

Borrowings under the Term Loan bear interest on the prevailing Secured Overnight Financing Rate (“SOFR”) and are payable at the end of the borrowing term.

The Term Loan matures on March 5, 2027, and does not require scheduled amortization payments.

Voluntary prepayments are permitted without premium or penalty.

During 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.

As of April 30, 2025, the interest rate on the Term Loan was 5.43 percent.

In March 2025, we also entered into an unsecured revolving credit facility with a group of ten banks, which provides for a revolving credit line of $2.0 billion and matures in March 2030.

As a result of the new facility in March 2025, we terminated the previous $2.0 billion revolving credit facility.

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

Additionally, we participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $2.0 billion at any time.

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As of April 30, 2026, we had $421.0 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 4.03 percent.

In December 2024, we commenced cash tender offers to purchase up to $300.0 in 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.

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

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

We are in compliance with all our debt covenants as of April 30, 2026, and expect to be for the next 12 months.

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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.

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

In accordance with the 10b5-1 Plan, our designated broker had the authority to repurchase approximately 2.4 million common shares, which commenced upon the sale of certain pet food brands on April 28, 2023, and expired 45 calendar days after the closure of the transaction.

In 2024, we repurchased approximately 2.4 million common shares for $362.8 under the 10b5-1 Plan, and approximately 1.1 million common shares remain available for repurchase.

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

5376 (the “Inflation Reduction Act”), a one percent excise tax was applied to share repurchases after December 31, 2022.

As a result, an excise tax of $3.6 was accrued on the repurchased shares during 2024, and included within additional capital in our Consolidated Balance Sheet.

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

All other share repurchases during 2025 and 2024 consisted of shares repurchased from stock plan recipients in lieu of cash payments.

On November 7, 2023, we acquired Hostess Brands, and as a result, we issued approximately 4.0 million common shares valued at $450.2 in exchange for the outstanding shares of Hostess Brands common stock to partially fund the acquisition.

The shares issued were based on each outstanding share of Hostess Brands common stock receiving $30.00 per share in cash and 0.03002 shares of our common shares, which represented a value of $4.25 based on the closing stock price of our common shares on September 8, 2023, the last trading day preceding September 11, 2023, the date on which the execution of the Hostess Brands merger agreement was publicly announced.

For additional information on the acquisition of Hostess Brands, see Note 2:

In November 2021, we announced plans to invest $1.1 billion to build a new manufacturing facility and distribution center in McCalla, Alabama dedicated to production of Uncrustables sandwiches.

Construction of this facility began in 2022, and production began during the second quarter of 2025.

The project demonstrates our commitment to meet increasing demand for this highly successful product and deliver on our strategy to focus on brands with the most significant growth opportunities.

Construction of the facility and production will occur in three phases over multiple years, with financial investments and job creation aligning across each of the three phases.

During 2026 and 2025, we did not repurchase any common shares under a repurchase plan authorized by the Board.

The shares repurchased during 2026 and 2025 consisted of shares repurchased from stock plan recipients in lieu of cash payments.

As of April 30, 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.

The following table presents certain cash requirements related to 2027 investing and financing activities based on our current expectations.

Projection Year Ending April 30, 2027

Dividend payments – based on current rates and common shares outstanding $ 459.8

Principal payments (A)

Dividend payments (B)

Capital expenditures 325.0

Interest payments 343.2

Absent any material acquisitions, apart from the recent acquisition of Hostess Brands, or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under our revolving credit facility and commercial paper program, and access to capital markets, will be sufficient to meet our cash requirements for the next 12 months, including the payment of quarterly dividends, principal and interest payments on debt outstanding, and capital expenditures.

However, as a result of the current macroeconomic environment and the recent acquisition, we may experience an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future.

(A) Represents required principal payments on maturing debt and does not include additional discretionary debt repayments.

(B) Based on current rates and common shares outstanding.

Absent any material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under our revolving credit facility and commercial paper program, and access to capital markets, will be sufficient to meet our cash requirements for the next 12 months, including the payment of quarterly dividends, principal and interest payments on debt outstanding, and capital expenditures.

However, as a result of the current macroeconomic environment, we may experience an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future.

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

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

from Canada, reflecting intercompany debt repayments, and as a result, there were no tax impacts.

from Canada, which 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.

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(A) Long-term debt obligations, including current portion, excludes the impact of offering discounts, make-whole payments, and debt issuance costs.

(B) Interest payments consist of the interest payments for our fixed-rate Senior Notes.

(B) Interest payments consists of the interest payments for our fixed-rate Senior Notes and Term Loan.

(C) Purchase obligations includes agreements that are enforceable and legally bind us to purchase goods or services, which primarily consist of obligations related to normal, ongoing purchase obligations in which we have guaranteed payment to ensure availability of raw materials.

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For additional information, see Note 12:

In addition, we have other liabilities which consisted primarily of projected commitments associated with our defined benefit pension and other postretirement benefit plans, as disclosed in Note 9:

In addition, we have other liabilities consisting primarily of projected commitments associated with our defined benefit pension and other postretirement benefit plans, as disclosed in Note 9:

Pensions and Other Postretirement Benefits.

The total liability for our unrecognized tax benefits and tax-related net interest at April 30, 2025, was $3.1 under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes ;

The total liability for our unrecognized tax benefits and tax-related net interest at April 30, 2026, was $1.8 under FASB ASC 740, Income Taxes ;

however, we are unable to reasonably estimate the timing of cash settlements with the respective taxing authorities.

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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, such as the unfavorable permanent tax impacts associated with the goodwill impairment charges for the Sweet Baked Snacks reporting unit, the sale of the Voortman Cookies Limited entity, and the favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our Company, 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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Other debt charges (gains) – net (A)

Realized loss on investment in equity securities – net (B)

Pension plan termination settlement charge (C)

Pension plan termination settlement charges (B)

Adjusted income before income taxes $ 1,291.0 $ 1,421.6

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Adjusted income $ 977.8 $ 1,078.8

Weighted-average shares – assuming dilution (D)

Adjusted earnings per share – assuming dilution (D)

Weighted-average shares outstanding – assuming dilution (C)

Adjusted earnings per share – assuming dilution (C)

$ 9.15 $ 10.12

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Free cash flow $ 1,156.2 $ 816.6

(A) Includes a net gain on extinguishment of debt as a result of the tender offers completed during 2025 and financing fees associated with the Bridge Term Loan Credit Facility (“Bridge Loan”) entered into during 2024 to provide committed financing for the acquisition of Hostess Brands.

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

For more information, see Note 8:

Acquisition and Note 8:

Debt and Financing Arrangements.

(B) Includes gains and losses resulting from the change in fair value of our investment in Post common stock and the related equity forward contract, which was settled on November 15, 2023.

(B) Pension plan termination settlement charges represents the pre-tax settlement charges recognized during 2026 related to the termination of one of our U.S.

qualified defined benefit plans.

For more information, see Note 9:

Divestitures and Note 10:

Derivative Financial Instruments.

(C) Represents the nonrecurring pre-tax settlement charge recognized during 2024 related to the acceleration of prior service cost for the portion of the plan surplus to be allocated to plan members within our Canadian defined benefit plans.

For additional information, see Note 9:

Pensions and Other Postretirement Benefits.

(D) Adjusted earnings per common share – assuming dilution for 2025 and 2024 was computed using the treasury stock method.

Further, in 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.

(C) Adjusted earnings per common share – assuming dilution for 2026 and 2025 was computed using the treasury stock method.

Further, in 2026 and 2025, the weighted-average shares outstanding – 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 Earnings Per Share in Note 1:

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Trade Marketing and Merchandising Programs:

In order to support our products sold within the U.S.

retail market segments and Sweet Baked Snacks segment, various promotional activities are conducted through retailers, distributors, or directly with consumers, including in-store display and product placement programs, price discounts, coupons, and other similar activities.

In order to support the sale of our products, various promotional activities are conducted through retailers, distributors, or directly with consumers, including in-store display and product placement programs, price discounts, coupons, and other similar activities.

The costs of these programs are classified as a reduction of sales.

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At April 30, 2026, the carrying value of goodwill and other intangible assets totaled $10.9 billion, compared to total assets of $16.2 billion and total shareholders’ equity of $5.5 billion.

If the carrying value of these assets exceeds the current estimated fair value, the asset is considered impaired, which would result

in a noncash impairment charge to earnings, that could be material.

If the carrying value of these assets exceeds the current estimated fair value, the asset is considered impaired, which would result in a noncash impairment charge to earnings, that could be material.

Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, declining financial performance in comparison to projected results, increased input costs beyond projections, or divestitures of significant brands.

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Goodwill is substantially concentrated within the U.S.

retail market segments and Sweet Baked Snacks segment.

During 2025, we recognized goodwill impairment charges of $1,661.6 related to the goodwill of the Sweet Baked Snacks reporting unit, which was a result of the evaluations performed during 2025.

As of April 30, 2025, the estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units with a goodwill balance, with the exception of the Sweet Baked Snacks reporting unit, for which its fair value approximated carrying value as a result of the impairment charges recognized during 2025.

The carrying value of the goodwill within the Sweet Baked Snacks segment was $507.5 as of April 30, 2025, and remains susceptible to future impairment charges due to narrow differences between fair value and carrying value, which is attributable to the impairment charges recognized during 2025.

Any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges which could be material.

For additional information, see Note 7:

Goodwill and Other Intangible Assets.

Retail reportable segments.

During 2026, we recognized a goodwill impairment charge of $507.5 related to the goodwill of the Sweet Baked Snacks reporting unit, which was a result of an interim evaluation performed during 2026 and represented the full remaining carrying value of the goodwill within the Sweet Baked Snacks reporting unit.

As of April 30, 2026, the estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units with a goodwill balance.

Other indefinite-lived intangible assets, consisting entirely of trademarks, are also tested for impairment at least annually and more often if events or changes in circumstances indicate that their carrying values may be below their fair values.

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Trademarks that represent our leading brands comprise more than 95 percent of the total carrying value of other indefinite-lived intangible assets.

As of April 30, 2025, the estimated fair value was substantially in excess of the carrying value for the majority of these leading brand trademarks, and in all instances, the estimated fair value exceeded the carrying value by greater than 10 percent, with the exception of the Hostess brand indefinite-lived intangible asset within the Sweet Baked Snacks segment.

During 2025, we recognized impairment charges of $320.9 related to the Hostess brand indefinite-lived trademark, to the extent the carrying value exceeded the estimated fair value.

As of April 30, 2026, the estimated fair value of the majority of our leading brand trademarks was substantially in excess of their carrying values.

In all instances, the estimated fair value exceeded carrying value by more than 10 percent, with the exception of the Pup-Peroni brand indefinite-lived intangible asset within the U.S.

Retail Pet Foods reportable segment, which is susceptible to future impairment charges if there is any significant adverse change in our near- or long-term projections for the brand or macroeconomic conditions.

During 2026, we recognized impairment charges of $454.2 related to the Hostess brand indefinite-lived trademark, to the extent the carrying value exceeded the estimated fair value, and reclassified the brand as a finite-lived intangible asset.

For additional information, see Note 7:

Goodwill and Other Intangible Assets.

FORWARD-LOOKING STATEMENTS

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These risks and uncertainties include, but are not limited to, those set forth under the caption “Risk Factors” in this Annual Report on Form 10-K, as well as the following:

• our ability to successfully integrate Hostess Brands’ operations and employees and to implement plans and achieve financial forecasts with respect to the Hostess Brands’ business;

• our ability to realize the anticipated benefits, including synergies and cost savings, related to the Hostess Brands acquisition, including the possibility that the expected benefits will not be realized or will not be realized within the expected time period;

• disruption from the acquisition of Hostess Brands by diverting the attention of our management and making it more difficult to maintain business and operational relationships;

• the negative effects of the acquisition of Hostess Brands on the market price of our common shares;

• the amount of the costs, fees, expenses, and charges and the risk of litigation related to the acquisition of Hostess Brands;

• the effect of the acquisition of Hostess Brands on our business relationships, operating results, ability to hire and retain key talent, and business generally;

• our ability to maintain operational stability and continue executing ongoing optimization initiatives to realize the anticipated benefits with respect to the Hostess Brands’ acquisition, including the possibility that the benefits will not be realized or will not be realized within the expected time period;

• disruptions or inefficiencies in our operations or supply chain, including any impact caused by product recalls, political instability, terrorism, geopolitical conflicts, extreme weather conditions, natural disasters, pandemics, work stoppages or labor shortages, or other calamities;

12 unchanged sentences

• impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in the useful lives of other intangible assets or other long-lived assets;

• the impact of new or changes to existing governmental laws and regulations and their application, including tariffs, food ingredients, food labeling, and food accessibility;

• the impact of new or changes to existing governmental laws, regulations, and policies and their application, including tariffs, food ingredients, food labeling, and food accessibility;

• the outcome of tax examinations, changes in tax laws, and other tax matters;

5 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis