What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-09 compared with 2025-06-18 · 316 added, 391 removed, 1422 unchanged (33% of the section changed)

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Smucker Tucker H.

Chair of Board and Chief Executive Officer

Chief Financial Officer

Chief Executive Officer, President and Chair of the Board

Chief Financial Officer | Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks

Report of Independent Registered Public Accounting Firm

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Board of Directors and Shareholders

To the Shareholders and the Board of Directors of The J.

Smucker Company

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/s/ Ernst & Young LLP

June 18, 2025

Report of Independent Registered Public Accounting Firm

ON THE CONSOLIDATED FINANCIAL STATEMENTS

Board of Directors and Shareholders

To the Shareholders and the Board of Directors of The J.

Smucker Company

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We have audited the accompanying consolidated balance sheets of The J.

Smucker Company (the “Company”) as of April 30, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

Smucker Company (the Company) as of April 30, 2026 and 2025, the related statements of consolidated income (loss), comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2026, in conformity with U.S.

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The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Hostess brand indefinite-lived intangible trademark impairment evaluation

Description of the Matter At April 30, 2025, the net carrying value of the Company’s total indefinite-lived trademarks, was $3.8 billion, which includes the Hostess brand indefinite-lived trademark.

The Company recognized an aggregate impairment charge of $320.9 million during 2025 related to the Hostess brand indefinite-lived trademark.

As discussed in Note 1 and Note 7 of the consolidated financial statements, indefinite-lived intangible assets are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of the asset below its carrying amount.

The Company uses an income approach in its quantitative impairment tests.

The Hostess brand indefinite-lived intangible trademark is susceptible to impairment due to the narrow difference between fair value and carrying value.

Auditing the Company’s quantitative tests of the Hostess brand indefinite-lived intangible trademark was especially complex and judgmental due to the significant estimation required in determining the fair value of the indefinite-lived intangible trademark.

In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, discrete revenue growth, terminal period growth rate, and royalty rate.

Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Hostess brand trademark and Sweet Baked Snacks reporting unit interim impairment test

Description of the Matter As discussed in Note 1 and Note 7 of the consolidated financial statements, the Company’s goodwill and indefinite-lived trademarks are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit or indefinite-lived trademark below its carrying amount.

If the fair value of a reporting unit (for goodwill) or indefinite-lived trademark is less than its respective carrying value, an impairment loss is recognized in an amount equal to the difference.

During the third quarter of 2026, the Company identified an indicator of impairment of the Sweet Baked Snacks reporting unit and Hostess brand trademark in connection with the continued underperformance of the segment as compared to plan and the completion of the long-range planning process which resulted in a decrease in projected sales and segment profit for the Sweet Baked Snacks reporting unit.

As a result, the Company performed an interim quantitative goodwill impairment test over the Sweet Baked Snacks reporting unit using an income and market approach and an indefinite-lived trademark impairment test over the Hostess brand using an income approach during the interim period ended January 31, 2026.

Based on the results of the impairment tests, the Company recorded impairment charges for goodwill and indefinite-lived intangibles of $507.5 million and $454.2 million, respectively.

Auditing the Company’s interim quantitative goodwill impairment test for the Sweet Baked Snacks reporting unit was especially complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit.

In particular, the fair value estimate using the income approach was sensitive to significant assumptions such as the weighted-average cost of capital (WACC), discrete revenue growth and the long-term growth rate.

Auditing the Company’s interim quantitative test of the Hostess brand indefinite-lived trademark was especially complex and judgmental due to the significant estimation required in determining the fair value of the indefinite-lived trademark.

In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, discrete revenue growth, and royalty rate.

Elements of these significant assumptions used in both assessments are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s quantitative impairment tests of the Hostess brand indefinite-lived intangible trademark, including controls over the significant assumptions mentioned above.

To test the estimated fair value of the Hostess brand indefinite-lived intangible trademark, we

performed audit procedures that included, among others, assessing fair value

methodologies and testing the significant assumptions discussed above and the underlying

data used by the Company in its analysis.

As it pertains to revenue growth, we compared

the significant assumptions used by management to current industry and economic trends,

and changes to the Company’s business model, customer base or product mix, as

We assessed the historical accuracy of management’s estimates.

we involved our valuation specialists to assist with our evaluation of the methodology used

by the Company and significant assumptions, including the required rate of return and

royalty rate.

As it pertains to the required rate of return, we evaluated the components of the

weighted average cost of capital assumption used by the Company by performing an

independent corroborative calculation with the involvement of our valuation specialists.

also evaluated the premium applied to the weighted average cost of capital of the Hostess

brand indefinite-lived intangible trademark based on the asset’s characteristics.

As it pertains to

the royalty rate used in the impairment analysis, we performed an independent corroborative

profit split calculation to evaluate the royalty rate selected by the Company.

evaluated market royalty rates cited by the Company as to their relevance to the Company’s

Sweet Baked Snacks goodwill impairment evaluation

Description of the Matter At April 30, 2025, the Company’s total goodwill was $5.7 billion of that, $507.5 million relates

to the Sweet Baked Snacks segment, net of the aggregate $1.7 billion impairment charge

recognized during 2025.

Goodwill is assigned to the Company’s reporting units as

of the acquisition date.

As discussed in Note 1 and Note 7 of the consolidated financial

statements, goodwill is quantitatively tested at the reporting unit level for impairment at least

annually on February 1, or when events or circumstances occur that would more likely than

not reduce the fair value of a reporting unit below its carrying amount.

The Company uses

an income and market approach in its quantitative impairment tests.

Sweet Baked Snacks

goodwill is susceptible to impairment due to the narrow difference between fair value and

carrying value.

Auditing the Company’s quantitative impairment tests of the Sweet Baked Snacks reporting

unit was especially complex and judgmental due to the significant estimation required in

determining the fair value of the reporting unit.

In particular, the fair value estimate using the

income approach was sensitive to significant assumptions such as the weighted average

cost of capital, discrete revenue growth and terminal period growth rate.

Elements of these

significant assumptions are forward-looking and could be affected by future economic

conditions and/or changes in consumer preferences.

We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the Company’s quantitative impairment test of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, including controls over the significant assumptions mentioned above.

To test the estimated fair value of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its quantitative tests.

As it pertains to revenue growth, we compared the significant assumptions used by management to current industry and economic trends and to historical results.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses.

In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions, including the WACC, required rate of return and royalty rate.

Specifically, we evaluated the inputs used to calculate the WACC and required rate of return, including an independent corroborative calculation.

Further, we performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company.

We also evaluated the appropriateness of the royalty rate used by the Company and its relevance to the market.

Quantitative impairment assessment of goodwill and indefinite-lived trademarks

Description of the Matter At April 30, 2026, the Company’s total goodwill and indefinite-lived trademarks were $5.2 billion and $2.6 billion, respectively.

Goodwill is assigned to the Company’s reporting units as of the acquisition date.

As discussed in Note 1 and Note 7 of the consolidated financial statements, the Company’s goodwill and indefinite-lived trademarks are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit or indefinite-lived trademark below its carrying amount.

The Company uses a discounted cash flow valuation technique, a form of income approach, and market-based approach to estimate the fair value of its reporting units.

The Company uses a discounted cash flow valuation technique to estimate the fair value of its indefinite-lived trademarks.

Auditing the Company’s quantitative impairment test for certain of its reporting units and indefinite-lived trademarks was complex due to the use of a valuation methodology in the determination of the fair values.

In particular, the fair value estimates are impacted by the WACC, which is a significant assumption used in the discounted cash flow valuation technique for goodwill and the required rate of return assumption used in the discounted cash flow valuation technique for indefinite-lived trademarks.

Additionally, auditing the Company’s quantitative test of the Pup-Peroni brand indefinite-lived trademark was complex and judgmental due to the significant estimation required in determining the fair value.

In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, revenue growth, and royalty rate.

Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness

of management’s controls over the Company’s quantitative impairment tests of the Sweet

Baked Snacks reporting unit, including controls over the significant assumptions mentioned

To test the estimated fair value of the Sweet Baked Snacks reporting unit, we performed

audit procedures that included, among others, assessing fair value methodologies and

testing the significant assumptions discussed above and the underlying data used by the

Company in its quantitative test.

As it pertains to revenue growth, we compared the

significant assumptions used by management to current industry and economic trends and

changes to the Company’s business model, customer base or product mix, as applicable.

We assessed the historical accuracy of management’s estimates.

In addition, we involved

our valuation specialists to assist with our evaluation of the methodology used by the

Company and significant assumptions, including, the weighted average cost of capital.

Specifically, we evaluated the components of the weighted average cost of capital

assumptions used by the Company by performing an independent corroborative

calculation with the involvement of our valuation specialists.

We obtained an understanding, evaluated the design and tested the operating effectiveness of management's controls over the Company’s quantitative impairment test of goodwill and indefinite-lived trademarks.

This includes controls over management’s review of the methodology and model, including sensitivities performed on the related inputs, including the WACC and required rate of return, to understand their impact on the estimated fair values.

This also includes controls over management’s review of the significant assumptions applicable to the Pup-Peroni brand indefinite-lived trademark mentioned above.

To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the fair value methodologies and testing the completeness and accuracy of the underlying data used by the Company in its quantitative test.

For example, we compared certain inputs used by management, including Pup-Peroni brand revenue growth, to current industry and economic trends and to historical results.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of certain assumptions used by management, such as inputs to the WACC and required rate of return to evaluate the changes in fair value of certain reporting units and trademarks that would result from changes in the assumptions.

In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and the inputs used to calculate the WACC and required rate of return, including an independent corroborative calculation.

We also performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company for the Pup-Peroni brand indefinite-lived trademark.

We also evaluated the appropriateness of the royalty rate used by the Company and its relevance to the market.

Further, we evaluated management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1955.

June 18, 2025

REPORT OF MANAGEMENT ON RESPONSIBILITY

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Management has made all financial records and related data available to Ernst & Young LLP during its audit.

Our audit committee, comprised of three independent non-employee members of the Board of Directors, meets regularly with the independent registered public accounting firm and management to review the work of the internal audit staff and the work, audit scope, timing arrangements, and fees of the independent registered public accounting firm.

Our audit committee, comprised of four independent non-employee members of the Board of Directors, meets regularly with the independent registered public accounting firm and management to review the work of the internal audit staff and the work, audit scope, timing arrangements, and fees of the independent registered public accounting firm.

The audit committee also regularly satisfies itself as to the adequacy of controls, systems, and financial records.

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Smucker Tucker H.

Chief Executive Officer and Chair of the Board Chief Financial Officer

Chief Executive Officer, President and Chair of the Board

Chief Financial Officer | Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks

SMUCKER COMPANY

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Additional capital 5,752.5 5,738.7

Retained income 501.8 2,188.1

Retained income (accumulated deficit) ( 101.3 ) 501.8

Accumulated other comprehensive income (loss) ( 134.1 ) ( 184.5 )

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Additions to property, plant, and equipment ( 317.4 ) ( 393.8 ) ( 586.5 )

Proceeds from disposal of property, plant, and equipment 13.1 7.0 0.4

Collateral received (pledged) for derivative cash margin accounts 44.9 ( 39.4 ) 18.9

Other – net 0.6 ( 0.1 ) 0.6

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Purchase of treasury shares ( 5.6 ) ( 3.3 ) ( 372.8 )

Proceeds from stock option exercises 1.9 3.2 21.6

Payment of assumed tax receivable agreement obligation — — ( 86.4 )

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Capital Retained

Income Accumulated

Income (Accumulated Deficit) Accumulated

Comprehensive

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Purchase of treasury shares ( 2,416,945 ) ( 0.7 ) ( 132.8 ) ( 242.9 ) ( 376.4 )

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

Stock plans 222,693 0.1 25.7 ( 1.1 ) 24.7

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Purchase of treasury shares ( 29,747 ) — ( 3.7 ) 0.8 ( 2.9 )

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

Stock plans 260,547 0.1 28.5 0.8 29.4

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Share-Based Payments:

Share-based compensation expense, including stock options, is recognized on a straight-line basis over the requisite service period, and generally vest over a period of 1 to 3 years.

Share-based compensation expense, including stock options, is recognized on a straight-line basis over the requisite service period, and generally vest over a period of 3 years.

The following table summarizes amounts related to share-based payments.

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Realized excess tax benefits and tax deficiencies are presented in the Statements of Consolidated Cash Flows as an operating activity and are recognized within income taxes in the Statements of Consolidated Income (Loss).

In 2025, the excess tax expense realized upon exercise or vesting of share-based compensation was $ 1.0 , and in 2024 and 2023, the excess tax benefits were $ 2.9 , and $ 1.4 , respectively.

In 2026 and 2025, the excess tax expense realized upon exercise or vesting of share-based compensation was $ 1.9 and $ 1.0 , respectively, and in 2024, the excess tax benefit was $ 2.9 .

For additional discussion on share-based compensation expense, see Note 13:

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Earnings per share is computed in accordance with FASB ASC 260, Earnings Per Share .

As required by ASC 260, we computed net income (loss) per common share (“basic earnings per share”) under the two-class method for 2025, 2024, and 2023, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during the periods.

As required by FASB ASC 260, we computed net income (loss) per common share (“basic earnings per share”) under the two-class method for 2026, 2025, and 2024, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during the periods.

Further, we compute net income (loss) per common share – assuming dilution (“diluted earnings per share”) under either the two-class method or the treasury method, dependent on which is more dilutive.

In 2026 and 2025, we recognized a net loss and, as a result, excluded the anti-dilutive effect of stock-based awards from the computation of diluted earnings per share.

Therefore, in 2025 and 2023, diluted earnings per share was computed under the two-class method.

In 2024, the computation of diluted earnings per share was more dilutive under the treasury stock method.

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We account for the financial statement recognition and measurement criteria of a tax position taken or expected to be taken in a tax return under FASB ASC 740, Income Taxes .

ASC 740 also provides guidance on derecognition, classification, interest

and penalties, accounting in interim periods, and disclosure.

In accordance with the requirements of ASC 740, uncertain tax positions have been classified in the Consolidated Balance Sheets as noncurrent, except to the extent payment is expected within one year.

FASB ASC 740 also provides guidance on derecognition, classification,

interest and penalties, accounting in interim periods, and disclosure.

In accordance with the requirements of FASB ASC 740, uncertain tax positions have been classified in the Consolidated Balance Sheets as noncurrent, except to the extent payment is expected within one year.

We recognize net interest and penalties related to unrecognized tax benefits in income tax expense.

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Trade receivables are charged off against the reserve for credit losses after we determine that the potential for recovery is remote.

At April 30, 2025 and 2024, the reserve for credit losses were $ 1.5 and $ 8.7 , respectively.

The reserve for credit losses was $ 1.5 at both April 30, 2026 and 2025.

We believe there is no concentration of risk with any single customer whose failure or nonperformance would materially affect results other than as discussed in Note 5:

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Investments in common stock of entities other than our consolidated subsidiaries in which we own less than 20 percent of an entity’s common stock and do not provide significant influence are accounted for as a financial instrument in accordance with FASB ASC 321, Investments – Equity Securities.

As required by ASC 321, the ownership interest in the entity is recognized at fair value based on fixed or determinable prices within current assets in the Consolidated Balance Sheets, and any change in fair value is included in other income (expense) – net in the Statements of Consolidated Income (Loss).

The net proceeds received from the divestiture of certain pet food brands in 2023 included approximately 5.4 million shares of Post common stock, which represented approximately an 8 percent equity interest in Post as of April 30, 2023.

As required by FASB ASC 321, the ownership interest in the entity is recognized at fair value based on fixed or determinable prices within current assets in the Consolidated Balance Sheets, and any change in fair value is included in other income (expense) – net in the Statements of Consolidated Income (Loss).

The net proceeds received from the divestiture of certain pet food brands in 2023 included approximately 5.4 million shares of Post Holdings, Inc.

(“Post”) common stock, which represented approximately an 8 percent equity interest in Post as of April 30, 2023.

The fair value of the investment in Post common stock was $ 487.8 at April 30, 2023.

Upon selling the Post common stock on November 15, 2023, the investment in equity securities was valued at $ 460.9 .

We recognized a realized pre-tax loss of $ 30.7 on the investment, with $ 26.9 and $ 3.8 of the loss recognized during the years ended April 30, 2024 and 2023, respectively, which were included in other income (expense) – net in the Statements of Consolidated Income (Loss).

We recognized a realized pre-tax loss of $ 30.7 on the investment, with $ 26.9 of the loss recognized during the year ended April 30, 2024, which was included in other income (expense) – net in the Statement of Consolidated Income (Loss).

For additional information, see Note 3:

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The difference between the carrying amount of the investment and the underlying equity in net assets is primarily attributable to goodwill and other intangible assets.

For additional information, see Note 11:

Other Financial Instruments and Fair Value Measurements.

We have a 20 percent equity interest in Mountain Country Foods, LLC and approximately a 42 percent equity interest in Numi, Inc.

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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.

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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Recently Adopted Accounting Standards:

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures .

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

During 2026, we adopted the annual disclosure requirements on a retrospective basis, which are presented in Note 14:

Income Taxes.

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

This ASU requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), other segment expenses included in each reported measure of segment profitability, and disclosure of the title and position of the CODM.

During 2025, we adopted the annual disclosure requirements on a retrospective basis.

We adopted the interim and annual disclosure requirements on a retrospective basis during 2026 and 2025, respectively.

The additional disclosures required are presented in Note 5:

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

Recently Issued Accounting Standard Not Yet Adopted:

Recently Issued Accounting Standards Not Yet Adopted:

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 will modernize the accounting guidance for the costs to develop software for internal use by removing all references to software development project stages so that the guidance is neutral to different software development methods.

The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and it is probable that the project will be completed and the software will be used for its intended purpose.

It will be effective for our annual and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective date on either a prospective or retrospective basis.

We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

In March 2024, the SEC adopted the climate-related final rule SEC Release Nos.

33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors , however, in April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review, and in March 2025, the SEC voted to end its defense of the rule.

In April 2025, the court halted further proceedings indefinitely, pending further notice, and directed the SEC to file a status report with its next steps by July 23, 2025.

We will continue to monitor whether or not this rule will become effective.

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

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

We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

Risks and Uncertainties:

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The principal packaging materials we use are plastic, glass, metal cans, caps, carton board, and corrugate.

Green coffee, peanuts, oils and fats, flour, sugar, fruit, and other ingredients are obtained from various suppliers.

The availability, quality, and costs of many of these commodities have fluctuated, and may continue to fluctuate over time, partially driven by the continued elevated commodity and supply chain costs we experienced in 2025.

We actively monitor changes in commodity and supply chain costs, and to mitigate the rising costs, we may be required to implement material price increases across our business.

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.

Green coffee, peanuts, flour, sugar, oils, fats, fruit, and other ingredients are obtained from various suppliers.

The availability, quality, and costs of many of these commodities have fluctuated, and may continue to fluctuate over time,

partially driven by the elevated commodity and supply chain costs we continued to experience in 2026.

We actively monitor changes in commodity and supply chain costs, and to mitigate the fluctuation of costs, we may be required to implement material price increases or decreases across our business.

Green coffee, along with certain other raw materials, is sourced solely from foreign countries, and its supply and 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.

Raw materials are generally available from numerous sources, although we have elected to source certain plastic packaging materials for our Folgers coffee products, as well as our Jif peanut butter, and certain finished goods, such as K-Cup ® pods, our Pup-Peroni dog snacks, and liquid coffee, from primary or single sources of supply pursuant to long-term contracts.

While availability may vary from year-to-year, we believe that we will continue to obtain adequate supplies and that alternatives to primary or single-sourced materials are available.

We have not historically encountered significant shortages of key raw materials.

While availability may vary from year to year, we have not historically encountered significant shortages of key raw materials, and we believe that we will continue to obtain adequate supplies.

We consider our relationships with key raw material suppliers to be in good standing.

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Although steps are taken at all of our manufacturing sites to reduce the likelihood of a production disruption, an interruption at a single manufacturing site would result in a reduction or elimination of the availability of some of our products for a period of time.

Of our full-time employees, 22 percent are covered by union contracts at nine manufacturing locations.

Of our full-time employees, 21 percent are covered by union contracts at eight manufacturing locations.

The contracts vary in term depending on location, with three contracts expiring in 2027, representing approximately 5 percent of our total employees.

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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 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.

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

For additional information on the financing associated with this transaction, refer to Note 8:

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Approximately 3,000 employees transitioned with the business at the close of the transaction.

The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including net sales and an operating loss of $ 1,178.8 and $ 2,162.3 , respectively, are included within the Sweet Baked Snacks segment for 2025.

The operating loss for the year ended April 30, 2025, includes $ 1,661.6 of pre-tax impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit, $ 320.9 of pre-tax impairment charges related to the Hostess brand indefinite-lived trademark, a $ 44.2 pre-tax loss on the disposal of certain Sweet Baked Snacks value brands, a $ 265.9 pre-tax loss on the disposal of the Voortman business, and excludes special project costs related to transaction and integration costs recognized within the segment.

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

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

The purchase price allocation included total intangible assets of $ 3,038.6 .

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

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

Assets acquired:

Cash and cash equivalents $ 135.0

Trade receivables – net 181.1

Inventories 66.0

Other current assets 6.0

Property, plant, and equipment – net 534.5

Operating lease right-of-use assets 17.2

Goodwill 2,446.8

Other intangible assets – net 3,038.6

Other noncurrent assets 43.2

Total assets acquired $ 6,468.4

Liabilities assumed:

Accounts payable $ 67.3

Other current liabilities 249.0

Deferred income taxes 639.4

Noncurrent operating lease liabilities 14.5

Other noncurrent liabilities 1.4

Total liabilities assumed 971.6

Net assets acquired $ 5,496.8

As a result of the acquisition, we recognized a total of $ 2.4 billion of goodwill within the Sweet Baked Snacks segment.

Of the total goodwill, $ 196.6 was deductible for tax purposes at the acquisition date, of which $ 164.8 remains deductible as of April 30, 2025.

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

During 2025, we recognized total pre-tax impairment charges of $ 1,982.5 , of which $ 1,661.6 and $ 320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

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

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

For additional information, refer to Note 7:

Goodwill and Other Intangible Assets.

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

Intangible assets with finite lives:

Customer and contractual relationships ( 25 -year useful life)

Non-competition agreements (varying useful lives) 38.0

Trademarks ( 5 -year useful life)

Intangible assets with indefinite lives:

Trademarks $ 1,752.2

Total intangible assets $ 3,038.6

The annual amortization expense for the finite-lived intangible assets based on the purchase price allocation at the acquisition date was $ 71.6 .

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

If the transaction had occurred on May 1, 2022, unaudited pro forma consolidated results for the year ended April 30, 2024, would have been as follows:

April 30, 2024

Net sales $ 8,912.8

Net income (loss) 761.9

Net income (loss) per common share – assuming dilution 7.15

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

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

The unaudited pro forma consolidated results do not give effect to the synergies of the acquisition and are not indicative of the results of operations in future periods .

We recognized a total of $ 2,446.8 of goodwill within the Sweet Baked Snacks reportable segment, representing the value we expected to achieve through the implementation of operational synergies and growth opportunities as we integrated Hostess Brands into our Company.

Of the total goodwill included in the purchase price allocation, $ 196.6 was deductible for tax purposes at the acquisition date, of which $ 142.7 remains deductible as of April 30, 2026.

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM.

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

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

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

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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.

We recognized a pre-tax loss of $ 265.9 during 2025, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

The following table summarizes the net assets and liabilities disposed at April 30, 2025, which were measured at the lower of carrying amount or fair value less costs to sell.

April 30, 2025

Sweet Baked Snacks value brands Voortman

Assets disposed:

Cash and cash equivalents $ — $ 1.4

Inventories 4.2 7.7

Other current assets — 0.7

Property, plant, and equipment – net 43.1 33.9

Operating lease right-of-use assets 0.8 8.2

Goodwill 26.6 251.1

Other intangible assets – net 5.0 363.0

Total assets disposed $ 79.7 $ 666.0

Liabilities disposed:

Accrued expenses $ 0.1 $ 1.9

Current operating lease obligations 0.6 1.3

Deferred income taxes — 97.3

Noncurrent operating lease liabilities 0.2 7.4

Other noncurrent liabilities — 0.8

Total liabilities disposed 0.9 108.7

Net assets disposed $ 78.8 $ 557.3

On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods.

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

Under our ownership, these brands generated net sales of $ 43.8 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.

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

Retail Pet Foods segment.

Retail Pet Foods reportable 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.

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With the exception of accelerated depreciation, these costs are expensed as incurred.

These special project costs are reported in cost of products sold, other special project costs, other debt gains (charges) – net, and other income (expense) – net in the Statements of Consolidated Income (Loss) and are not allocated to segment profit.

These special project costs are reported

in cost of products sold, other special project costs, other debt gains (charges) – net, and other income (expense) – net in the Statements of Consolidated Income (Loss) and are not allocated to segment profit.

The obligation related to employee separation costs is included in other current liabilities in the Consolidated Balance Sheets.

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 the 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.

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

Furthermore, we identified opportunities to address certain distribution inefficiencies, as a result of the recent 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 during 2026 and incurred divestiture costs of $ 0.9 and $ 5.5 during 2025 and 2024, respectively, 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.

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

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.

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

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Total integration costs $ 2.5 $ 37.5 $ 147.4 $ 187.4

Cumulative noncash charges incurred through April 30, 2025 were $ 15.4 , including $ 12.2 and $ 3.2 incurred during 2025 and 2024, respectively, and primarily consisted of accelerated depreciation.

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

Cumulative noncash charges incurred through April 30, 2026 were $ 16.7 , including $ 1.3 , $ 12.2 and $ 3.2 for 2026, 2025 and 2024, respectively, primarily consisting of accelerated depreciation.

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

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

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

The obligation related to severance and retention bonuses was $ 6.2 and $ 28.0 at April 30, 2025 and 2024, respectively, and is expected to be settled in 2026.

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

The obligation related to severance and retention bonuses was $ 0.4 and $ 6.2 at April 30, 2026 and 2025, respectively.

For additional information, see Note 2:

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.

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

Employee-related costs $ 6.6

Other transition and termination costs 76.9

Total integration costs $ 83.5

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

We incurred noncash charges of $ 68.2 during 2026.

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

The obligation related to severance and retention bonuses was $ 0.5 at April 30, 2026.

Reportable Segments

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the manufacturing and marketing of food and beverage products.

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 inclu des the domestic sales of Folgers , Dunkin’ , and Café Bustelo branded coffee;

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

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

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

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

Reportable segments have been identified based on financial data utilized to manage our businesses by our CODMs, Mark Smucker, Chief Executive Officer and Chair of the Board, and John Brase, President and Chief Operating Officer.

The CODMs use net sales and segment profit to evaluate segment performance and allocate resources, including consideration of plan-to-actual variances and prior year-to-actual variances on a monthly basis.

Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which the CODMs manage our segments.

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 inclu des 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).

Reportable segments have been identified based on financial data utilized to manage our businesses by our CODM, Mark Smucker, Chief Executive Officer, President and Chair of the Board.

The CODM uses net sales and segment profit to evaluate segment performance and allocate resources, including consideration of plan-to-actual variances and prior year-to-actual variances on a monthly basis.

Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which the CODM manages our segments.

However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain expenses such as amortization expense and impairment charges related to intangible assets, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, special project costs, as well as corporate administrative expenses.

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Retail Frozen Handheld and Spreads U.S.

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

Retail Pet Foods Sweet Baked Snacks Away From Home Other (A)

Net sales $ 3,304.9 $ 1,853.9 $ 1,600.0 $ 971.3 $ 879.0 $ 441.8 $ 9,050.9

Segment cost of products sold (A)

Segment cost of products sold (B)

2,275.8 1,151.9 874.1 705.6 564.2 320.1

Segment selling and distribution expense (B)

Segment selling and distribution expense (C)

326.7 257.3 266.7 168.8 97.0 52.0

Other segment items (C)

Other segment items (D)

0.9 — ( 14.1 ) ( 0.3 ) ( 2.3 ) 0.1

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Other intangible assets impairment charges ( 454.2 )

Gain (loss) on divestitures – net ( 310.1 )

Interest expense – net ( 381.2 )

Change in net cumulative unallocated derivative gains and losses ( 58.6 )

Cost of products sold – special project costs (D)

Other special project costs (D)

Other debt gains (charges) – net (D)

Cost of products sold – special project costs (E)

Other special project costs (E)

Corporate administrative expenses ( 328.1 )

Other income (expense) – net (D)

Other income (expense) – net (E)

Income (loss) before income taxes $ ( 62.4 )

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Retail Frozen Handheld and Spreads U.S.

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

Retail Pet Foods Sweet Baked Snacks Away From Home Other (A)

Net sales $ 2,806.6 $ 1,877.0 $ 1,663.6 $ 1,178.8 $ 763.0 $ 437.1 $ 8,726.1

Segment cost of products sold (A)

Segment cost of products sold (B)

1,709.3 1,167.5 936.0 779.9 489.8 308.0

Segment selling and distribution expense (B)

Segment selling and distribution expense (C)

308.4 276.7 281.5 181.8 101.2 56.9

Other segment items (C)

Other segment items (D)

( 6.2 ) 7.5 ( 13.5 ) ( 2.7 ) ( 4.1 ) 0.9

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Amortization ( 219.3 )

Goodwill impairment charge ( 1,661.6 )

Other intangible assets impairment charges ( 320.9 )

Gain (loss) on divestitures – net ( 310.1 )

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Change in net cumulative unallocated derivative gains and losses 58.2

Cost of products sold – special project costs (D)

Other special project costs (D)

Other debt gains (charges) – net (D)

Cost of products sold – special project costs (E)

Other special project costs (E)

Other debt gains (charges) – net (E)

Corporate administrative expenses ( 322.5 )

Other income (expense) – net (D)

Other income (expense) – net (E)

Income (loss) before income taxes $ ( 1,046.8 )

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Retail Frozen Handheld and Spreads U.S.

Retail Pet Foods (E)

Sweet Baked Snacks International and Away From Home Total

Retail Pet Foods Sweet Baked Snacks Away From Home Other (A)

Net sales $ 2,704.4 $ 1,815.6 $ 1,822.8 $ 637.3 $ 711.5 $ 487.1 $ 8,178.7

Segment cost of products sold (A)

Segment cost of products sold (B)

1,572.8 1,118.8 1,131.7 410.0 481.9 351.9

Segment selling and distribution expense (B)

Segment selling and distribution expense (C)

330.1 261.8 296.7 89.9 94.2 64.1

Other segment items (C)

Other segment items (D)

42.3 0.9 ( 7.7 ) ( 0.8 ) ( 1.3 ) ( 0.3 )

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Change in net cumulative unallocated derivative gains and losses 6.7

Cost of products sold – special project costs (D)

Other special project costs (D)

Cost of products sold – special project costs (E)

Other special project costs (E)

Other debt gains (charges) - net (E)

Corporate administrative expenses ( 305.5 )

Other income (expense) – net (D)

Other income (expense) – net (E)

Income (loss) before income taxes $ 996.4

(A) Segment cost of products sold excludes special project costs related to certain divestiture, acquisition, integration, and restructuring activities and the change in net cumulative unallocated derivative gains and losses.

(A) Represents the International operating segment.

(B) Segment cost of products sold excludes special project costs related to certain divestiture, acquisition, integration, and restructuring activities and the change in net cumulative unallocated derivative gains and losses.

For more information, see Note 4:

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Derivative Financial Instruments.

(B) Segment selling and distribution expense excludes corporate administrative expenses and special project costs that are not allocated to the segments.

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

In 2024, the U.S.

Retail Coffee segment includes an unfavorable impact related to the termination of a supplier agreement.

(C) Segment selling and distribution expense excludes corporate administrative expenses and special project costs that are not allocated to the segments.

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

In 2024, the U.S.

Frozen Handheld and Spreads segment includes a favorable impact related to the J if peanut butter recall.

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

Retail Coffee reportable segment includes an unfavorable impact related to the termination of a supplier agreement.

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

For more information, see Note 4:

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Debt and Financing Arrangements.

(E) On April 28, 2023, we sold certain pet food brands to Post, and the divested net sales were primarily included in the U.S.

Retail Pet Foods segment.

For more information, see Note 3:

Divestitures.

The following table presents total assets;

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Sweet Baked Snacks 2,318.9 3,394.9 6,267.1

International and Away From Home 1,037.1 989.6 978.3

Unallocated (A)

Away From Home 798.4 670.1 624.1

422.8 367.0 365.5

Unallocated (B)

126.5 261.1 149.5

Total assets $ 16,219.4 $ 17,563.3 $ 20,273.7

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Retail Pet Foods 123.5 121.3 118.1

Sweet Baked Snacks (B)

Sweet Baked Snacks (C)

1,059.6 2,092.0 59.6

International and Away From Home 37.4 32.4 31.7

Unallocated (C)

Away From Home 30.9 27.4 26.8

Unallocated (D)

97.8 45.6 38.0

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Sweet Baked Snacks 61.6 43.0 41.2

International and Away From Home 47.3 47.7 22.5

Away From Home 42.2 39.0 39.4

Total additions to property, plant, and equipment $ 317.4 $ 393.8 $ 586.5

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

(B) During 2025, we recognized pre-tax 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.

(A) Represents the International operating segment.

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

(C) During 2026, we recognized pre-tax impairment charges of $ 507.5 and $ 454.2 related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand trademark, respectively.

During 2025, we recognized pre-tax impairment charges of $ 1,661.6 and $ 320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand trademark, respectively.

For more information, see Note 7:

Goodwill and Other Intangible Assets.

(C) Primarily represents unallocated corporate administrative expenses, mainly consisting of depreciation and software amortization.

(D) Primarily represents unallocated corporate administrative expenses, mainly consisting of depreciation and software amortization.

The following table presents certain geographical information.

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Retail Coffee

Frozen handheld 995.7 918.2 791.1 U.S.

Retail Frozen Handheld and Spreads

Sweet baked goods 971.3 1,093.0 572.5 Sweet Baked Snacks

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Retail Pet Foods

Frozen handheld 918.2 791.1 686.4 U.S.

Retail Frozen Handheld and Spreads

Peanut butter 786.1 827.8 814.1 U.S.

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Retail Frozen Handheld and Spreads

Portion control 211.9 207.9 163.7 Other (B)

Portion control 194.4 211.9 207.9 Away From Home

Toppings and syrups 109.2 96.8 88.4 U.S.

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Baking mixes and ingredients 89.5 88.1 90.3 Other (B)

Cookies 86.3 64.8 — Sweet Baked Snacks

Dog food 0.1 24.4 76.4 U.S.

Retail Pet Foods

Cookies — 86.3 64.8 Sweet Baked Snacks

Other 102.9 96.8 165.8 Other (B)

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(A) The primary reportable segment generally represents at least 75 percent of total net sales for each respective product category.

(B) Represents the combined International and Away From Home operating segments.

(B) Represents the International operating segment.

Sales to Walmart Inc.

and subsidiaries amounted to 33 percent of net sales in both 2025 and 2024 and 34 percent of net sales in 2023.

and subsidiaries, including Sam’s Club, amounted to 34 percent of net sales in 2026 and 33 percent of net sales in both 2025 and 2024.

These sales are primarily included in our U.S.

retail market segments.

Retail reportable segments.

No other customer exceeded 10 percent of net sales for any year.

Trade receivables – net at April 30, 2026 and 2025, included amounts due from Walmart Inc.

and subsidiaries of $ 172.3 and $ 211.7 , respectively.

and subsidiaries, including Sam’s Club, of $ 187.4 and $ 172.3 , respectively.

Earnings Per Share

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In 2026 and 2025, we recognized a net loss, and as a result, excluded the anti-dilutive effect of stock-based awards from the computation of diluted earnings per share.

Therefore, in 2025 and 2023, diluted earnings per share was computed under the two-class method.

In 2024, the computation of diluted earnings per share was more dilutive under the treasury stock method.

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Frozen Handheld and Spreads U.S.

Pet Foods Sweet Baked Snacks International

From Home Total

Pet Foods Sweet Baked Snacks Away

From Home Other Total

Balance at May 1, 2024 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ 2,447.2 $ 251.7 $ 140.0 $ 7,649.9

Acquisition — — — 2,447.2 — 2,447.2

Impairment charges (A)

— — — ( 1,661.6 ) — — ( 1,661.6 )

Divestiture — — — ( 277.7 ) — — ( 277.7 )

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Balance at April 30, 2025 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ 507.5 $ 251.7 $ 139.8 $ 5,710.0

Impairment charges (B)

Impairment charges (A)

— — — ( 507.5 ) — — ( 507.5 )

Divestitures — — — ( 277.7 ) — ( 277.7 )

Other (A) (C)

— — — — — 2.5 2.5

Balance at April 30, 2026 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ — $ 251.7 $ 142.3 $ 5,205.0

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

(B) Included in goodwill as of April 30, 2025, are accumulated goodwill impairment charges of $ 1,904.5 .

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

(A) Accumulated goodwill impairment charges of $ 2,412.0 have been recognized as of April 30, 2026.

(B) The amounts classified as other primarily represent foreign currency translation adjustments and includes purchase price adjustments in 2025 related to the acquisition of Hostess Brands within the Sweet Baked Snacks reportable segment.

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

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

During the second quarter of 2025, the disposal group for the Voortman business, inclusive of approximately $ 251.0 of goodwill within the Sweet Baked Snacks reporting unit that was allocated to the disposal group based on a relative fair value analysis, was classified as held for sale.

As a result, a pre-tax loss on the divestiture of $ 260.8 was recognized and included as a noncash charge in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

We evaluated whether it was more likely than not that the remaining goodwill of the Sweet Baked Snacks reporting unit was impaired as of October 31, 2024, and concluded that no impairment existed at this date.

On December 2, 2024, we completed the divestiture of the Voortman business.

2026 Impairment Assessments:

During the third quarter of 2026, both net sales and segment profit continued to underperform as compared to plan for the Sweet Baked Snacks reportable 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 reportable segment 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.

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 test of the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark.

As a result of the interim test, 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 Statement of Consolidated Income (Loss) and 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.

As of February 1, 2026, we completed the annual impairment assessment, in which goodwill was tested for impairment at the reporting unit level for each reporting unit with goodwill as of the annual assessment date.

We did not recognize any impairment charges related to our reporting units or indefinite-lived intangible assets as part of our annual evaluation.

The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the Pup-Peroni brand 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.

There were no indicators of impairment during the fourth 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 April 30, 2026.

For additional information, see Goodwill and Other Intangible Assets in Note 1:

Accounting Policies.

2025 Impairment Assessments:

During the third quarter of 2025, we completed the integration of the Hostess Brands business and operations, but continued to face execution challenges from a distribution, merchandising, and competitive standpoint, which resulted in lost market share.

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

We completed the annual impairment assessment, in which goodwill was tested for impairment at the reporting unit level for each reporting unit with goodwill as of the annual assessment date.

As part of our annual evaluation, we did not recognize any impairment charges related to our reporting units or indefinite-lived intangible assets.

The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, as the carrying values approximated estimated fair values due to the impairment charges recognized during the third quarter of 2025.

During the fourth quarter of 2025, we continued to underperform as compared to plan in both net sales and segment profit for the Sweet Baked Snacks segment as a result of ongoing performance challenges from a distribution, merchandising, and competitive standpoint and sustained challenges in the sweet baked goods category.

During the fourth quarter of 2025, we continued to underperform as compared to plan in both net sales and segment profit for the Sweet Baked Snacks reportable segment as a result of ongoing performance challenges from a distribution, merchandising, and competitive standpoint and sustained challenges in the sweet baked goods category.

Performance during the fourth quarter of 2025 reflected the impact of a dynamic macroeconomic environment, inclusive of a reduction in discretionary consumer spending and the changing regulatory environment.

Furthermore, in conjunction with the recently announced leadership transition, we re-evaluated the strategic priorities for the Sweet Baked Snacks segment to drive growth for the Hostess brand, with a focus on strengthening our portfolio, elevating our execution, and refocusing our strategy to reignite sustainable growth.

Furthermore, in conjunction with leadership transitions in the fourth quarter of 2025, we re-evaluated the strategic priorities for the Sweet Baked Snacks reportable segment to drive growth for the Hostess brand, with a focus on strengthening our portfolio, elevating our execution, and refocusing our strategy to reignite sustainable growth.

Following the leadership transition, we revised our financial plan for 2026 as compared to prior expectations, reflecting near-term underperformance, an evolving macroeconomic environment, and updated Sweet Baked Snacks strategic priorities, inclusive of the recently announced closure of the Indianapolis, Indiana manufacturing facility in 2026.

The updated financial plan reflects decreased net sales and segment profit, as compared to the projections used in the annual impairment review.

The updated financial plan reflected decreased net sales and segment profit, as compared to the projections used in the annual impairment review.

The overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category since acquisition, led to a reduction of the forecasted long-term growth rate for the Sweet Baked Snacks reporting unit.

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

The goodwill and indefinite-lived trademark within the Sweet Baked Snacks segment remain susceptible to future impairment charges.

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

There were no other indicators of impairment during the fourth quarter of 2025, 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 April 30, 2025.

For additional information, see Goodwill and Other Intangible Assets in Note 1:

Accounting Policies, Note 2:

Acquisition, and Note 3:

Divestitures.

Debt and Financing Arrangements

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Outstanding Carrying

3.50 % Senior Notes due March 15, 2025

$ — $ — $ 1,000.0 $ 999.3

3.38 % Senior Notes due December 15, 2027

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On March 14, 2025, the full amount was drawn on the Term Loan to partially finance the repayment of $ 1.0 billion in principal of our 3.50% Senior Notes due March 15, 2025.

Capitalized debt issuance costs associated with the Term Loan will be amortized to interest expense – net in the Statements of Consolidated Income (Loss) over the time period for which the debt is outstanding.

During 2026, we prepaid $ 500.0 .

As of April 30, 2026, the interest rate on the Term Loan was 4.75 percent.

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

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

period for which the debt is outstanding.

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

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Interest paid totaled $ 383.1 , $ 410.6 , and $ 170.7 in 2026, 2025, and 2024, respectively.

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

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

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

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To determine the ultimate obligation under our defined benefit pension and other postretirement benefit plans, we must estimate the future cost of benefits and attribute that cost to the time period during which each covered employee works.

Various actuarial assumptions must be made in order to predict and measure costs and obligations many years prior to the settlement date, the most significant being the interest rates used to discount the obligations of the plans, the long-term rates

of return on the plans’ assets, and mortality assumptions.

We, along with third-party actuaries and investment managers, review all of these assumptions on an ongoing basis to ensure that the most reasonable information available is being considered.

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As of April 30, 2026, a 50 basis-point decrease in the discount rate assumption would increase the 2027 net periodic benefit cost by approximately $ 0.2 , and the benefit obligation would increase by approximately $ 9.2 .

In addition, we anticipate using an expected rate

of return on plan assets of 5.48 percent for the U.S.

In addition, we anticipate using an expected rate of return on plan assets of 6.10 percent for the U.S.

defined benefit pension plans.

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

We did not recognize any charges related to the Canadian Buy-Out Contract during 2025.

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

We did not recognize any charges related to the Canadian Buy-Out Contract during 2026 and 2025.

In October 2023, we approved an amendment and provided notice to participants of the intent to terminate one of our U.S.

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

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

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

Pension obligations were distributed through a combination of lump sum payments to eligible plan participants in December 2025 and through the purchase of a group annuity contract in April 2026.

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

Upon settlement of the pension

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

As of April 30, 2025, we had unrecognized losses related to the plan of $ 43.6 .

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

Upon settlement of the pension obligations in 2026, we reclassified unrecognized actuarial gains or losses that were recorded in accumulated other comprehensive income (loss) to the Statement of Consolidated Income (Loss) as a settlement charge.

As a result of significant lump sum payments during 2026, we recognized noncash pre-tax settlement charges of $ 34.0 to accelerate the unrecognized losses within accumulated other comprehensive income (loss) that would have otherwise been recognized in subsequent periods.

The settlement charges were

included within other income (expense) – net in the Statement of Consolidated Income (Loss).

As of April 30, 2026, the termination process was substantially complete.

The following table summarizes amounts recognized in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets, before income taxes.

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In determining the expected long-term rate of return on the defined benefit pension plans’ assets, we consider the historical rates of return, the nature of investments, the asset allocation, and expectations of future investment strategies.

The actual rate of return was a gain of 8.50 percent and a loss of 2.90 percent for the years ended April 30, 2025 and 2024, respectively, which excludes administrative and investment expenses.

Based on the anticipated termination of one of our U.S.

qualified defined benefit pension plans, our current investment policy includes a mix of investments that consist of approximately 75 percent fixed-income securities, 15 percent equity securities, and 10 percent cash and cash equivalents.

The actual rate of return was a gain of 6.80 percent and 8.50 percent for the years ended April 30, 2026 and 2025, respectively, which excludes administrative and investment expenses.

Our current investment policy includes a mix of investments that consist of approximately 75 percent fixed-income securities, 24 percent equity securities, and 1 percent cash and cash equivalents.

The following tables summarize the major asset classes for the U.S.

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Equity securities:

12.3 — — 12.3

International (C)

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Other types of investments (E)

— 13.3 — 13.3

Total financial assets measured at fair value $ 262.3 $ 7.3 $ — $ 269.6

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In 2027, we expect to make contributions of $ 0.7 to increase funding for our U.S.

qualified defined benefit pension plans, along with contributions required to fund the U.S.

defined benefit plan we plan to terminate, which will be equal to the shortfall following the payment of lump sums and purchase of a group annuity contract.

The amount of the contribution necessary will be dependent on several factors including asset performance, economic environment, lump sum election percentage, and insurance premium pricing, among others.

In addition, the timing of the annuity purchase will be dependent on the timing of the regulatory reviews by the IRS, as well as other plan termination activities.

During 2026, we also expect to make direct benefit payments of approximately $ 9.0 .

qualified defined benefit pension plans and direct benefit payments of approximately $ 8.9 .

Furthermore, we expect the following payments to be made from the defined benefit pension and other postretirement benefit plans:

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On March 1, 2023, the Bakery and Confectionery Union Fund applied for assistance under the ARPA program.

After working directly with the PBGC to review and revise assumptions, the Bakery and Confectionary Union Fund submitted a revised application for assistance on February 21, 2024.

After working directly with the PBGC to review and revise assumptions, the Bakery and Confectionery Union Fund submitted a revised application for assistance on February 21, 2024.

The application for relief was approved on June 20, 2024 and on July 22, 2024 the plan received relief funds.

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Commodity Derivatives:

We enter into commodity derivatives to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, wheat, soybean meal, corn, and edible oils.

We also enter into commodity derivatives to manage price risk for energy input costs, including diesel fuel and natural gas.

Our derivative instruments generally have maturities of less than one year .

We do not qualify commodity derivatives for hedge accounting treatment, and as a result, the derivative gains and losses are immediately recognized in earnings.

We do not qualify commodity derivatives for hedge accounting treatment, and as a result, the derivative gains and losses are immediately recognized in cost of products sold.

Although we do not perform the assessments required to achieve hedge accounting for derivative positions, we believe all of our commodity derivatives are economic hedges of our risk exposure.

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

Our cash margin accounts represented collateral pledged of $ 37.5 and collateral received of $ 1.9 at April 30, 2025 and 2024, respectively, and are included in other current assets in the Consolidated Balance Sheets.

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

Our cash margin accounts represented collateral received of $ 7.4 and collateral pledged of $ 37.5 at April 30, 2026 and 2025, respectively, and are included in other current assets in the Consolidated Balance Sheets.

The change in the cash margin accounts is included in investing activities in the Statements of Consolidated Cash Flows.

In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual counterparties.

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Debt and Financing Arrangements.

We acquired Hostess Brands on November 7, 2023, and as a result, the underlying assets acquired and liabilities assumed were adjusted to their estimated fair values at the date of acquisition, which was determined based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management.

During 2025, we recognized nonrecurring fair value adjustments of $ 1,982.5 , of which $ 1,661.6 and $ 320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

These adjustments were included as noncash charges in our Statement of Consolidated Income (Loss).

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

We utilized Level 3 inputs based on management’s best estimates and assumptions to estimate the fair value of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark as of the date of each impairment test performed during 2026 and 2025.

For additional information, see Note 7:

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During 2025, we recognized losses in our Statement of Consolidated Income (Loss) related to the divested Voortman business and certain Sweet Baked Snacks value brands.

The pre-tax losses for the divested Voortman business and certain Sweet Baked Snacks value brands included the impact of an allocation of $ 251.1 and $ 26.6 of goodwill, respectively, from the Sweet Baked Snacks segment, which were determined based on relative fair value analyses.

The pre-tax losses for the divested Voortman business and certain Sweet Baked Snacks value brands included the impact of an allocation of $ 251.1 and $ 26.6 of goodwill, respectively, from the Sweet Baked Snacks reportable segment, which were determined based on relative fair value analyses.

The noncash impact of the goodwill disposed was included in the pre-tax loss on the divestitures in our Statement of Consolidated Income (Loss).

During 2024, we recognized a loss on divestiture in our Statement of Consolidated Income (Loss) related to the divestiture of Sahale Snacks .

The pre-tax loss for the divested Sahale Snacks business included the impact of an allocation of $ 11.5 of goodwill, primarily in the U.S.

Retail Frozen Handheld and Spreads segment, which was determined based on a relative fair value analysis.

The noncash impact of the goodwill disposed was included in the pre-tax loss on the divestiture in our Statement of Consolidated Income (Loss).

During 2023, we recognized a loss on divestiture in our Statement of Consolidated Income (Loss) related to the divestiture of certain pet food brands.

The loss on divestiture included the impact of an allocation of $ 790.3 of goodwill, primarily in the U.S.

Retail Pet Foods segment, which was determined based on a relative fair value analysis.

The noncash impact of the goodwill disposed was included in the pre-tax loss on the divestiture in our Statement of Consolidated Income (Loss).

For additional information, see Note 3:

Acquisition, Note 3:

Divestitures, and Note 7:

Goodwill and Other Intangible Assets.

Divestitures.

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

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We consider our credit rating and the current economic environment in determining this collateralized rate.

As of April 30, 2026, we have entered into operating lease commitments related to two distribution centers that had not yet commenced.

The leases will begin during the first half of 2027, and upon commencement, we expect to recognize a right-of-use asset and lease liability of approximately $ 45.0 in the Consolidated Balance Sheet.

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

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Lease liabilities $ 155.7 $ 10.4

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

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

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

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

We have elected to use the right of offset under FASB ASC 210-20 to net the asset and the liability.

We entered into bond and lease agreements with Clark County, Arkansas, on October 4, 2022.

The bond-lease transaction required Hostess Brands, LLC and New HB Acquisition (RE), LLC to exchange its property to the taxing jurisdiction for tax-exempt bonds issued in the name of Hostess Brands, LLC not to exceed $ 160.0 .

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

Also, on October 4, 2022, we entered into agreements for payments in lieu of taxes (“PILOT”) with Clark County, Arkansas, whereby the county granted ad valorem tax savings with respect to certain real and personal property in Arkadelphia, Arkansas through September 30, 2052.

In accordance with the PILOT agreements, we will owe 35% of the ad valorem taxes on the Arkadelphia, Arkansas property that would have otherwise been due.

We have elected to use the right of offset under FASB ASC 210-20 to net the asset and the liability.

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

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We provide for equity-based incentives to be awarded to key employees and non-employee directors.

Currently, these incentives consist of restricted shares, restricted stock units (which may also be referred to as deferred stock units), performance units, and stock options.

Currently, these incentives consist of restricted shares, restricted stock units (which may also be referred to as deferred stock units), and performance units.

During 2026, 2025, and 2024, these awards were administered through the 2020 Equity and Incentive Compensation Plan (the “2020 Plan”), which was approved by our shareholders in August 2020.

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Stock Options:

Under the 2020 Plan, we granted 84,568 and 113,970 stock options during 2024 and 2023, respectively.

No stock options were granted in 2025.

Stock options granted in 2024 and 2023 vest ratably over a period of three years .

Under the 2020 Plan, we granted 84,568 stock options during 2024.

No stock options were granted in 2026 and 2025.

Stock options granted in 2024 vest ratably over a period of three years .

The exercise price of all stock options granted was equal to the market value of the shares on the date of grant, and all stock options granted and outstanding have a contractual term of 10 years.

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Outstanding at May 1, 2025

637,539 $ 125.72

Exercised — —

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The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the stock option.

The total intrinsic value for both stock options outstanding and exercisable was $ 1.4 at April 30, 2025, with an average remaining contractual term of 5.7 years and 5.3 years, respectively.

The total intrinsic value of stock options exercised during 2025, 2024, and 2023 was $ 0.1 , $ 0.1 , and $ 8.6 , respectively.

As the Company’s stock price was below the exercise price for these options, there was no intrinsic value associated with the stock options outstanding or exercisable at April 30, 2026, with an average remaining contractual term of 4.1 years and 4.0 years, respectively.

The total intrinsic value of stock options exercised during both 2025 and 2024 was $ 0.1 , and during 2026, there were no stock options exercised.

The closing market price of our common stock on the last trading day of 2026 was $ 98.03 per share.

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The annual tax benefit related to the stock option expense was $ 0.2 , $ 0.4 , and $ 0.7 for 2026, 2025, and 2024, respectively.

As of April 30, 2025, we had unrecognized compensation cost of $ 1.1 related to the stock options that were granted in 2024 and 2023.

As of April 30, 2026, we had unrecognized compensation cost of $ 0.1 related to the stock options that were granted in 2024.

We did not receive cash from stock option exercises for the years ended April 30, 2026.

Cash received from stock option exercises was $ 1.9 and $ 3.2 for the years ended April 30, 2025 and 2024, respectively.

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The performance units granted in 2026, 2025, and 2024 vest three years from the date of grant and are converted to common shares upon vesting based on the performance achieved during the service period.

The performance goals for the performance units granted in 2024 and 2023 are based on adjusted earnings per share and return on invested capital targets.

The performance goals for the performance units granted in 2025 are based on adjusted earnings per share and average net sales growth.

The performance goals for the performance units granted in 2026 and 2025 are based on adjusted earnings per share and average net sales growth.

The performance goals for the performance units granted in 2024 are based on adjusted earnings per share and return on invested capital targets.

Dividend equivalents are accumulated on the performance units from the date of grant, but participants only receive payment if the awards vest.

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Total income tax expense $ 76.3 $ 184.0 $ 252.4

The income tax expense of $ 76.3 for 2026 includes the unfavorable permanent impact associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit.

The income tax expense of $ 184.0 for 2025 includes 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 the favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our Company and certain state legislative changes enacted during the year.

The income tax expense of $ 252.4 for 2024 includes unfavorable permanent and deferred tax impacts associated with the acquisition of Hostess Brands.

The income tax expense of $ 82.1 for 2023 includes unfavorable permanent tax impacts associated with the sale of certain pet food brands.

The following table sets forth a reconciliation of the statutory federal income tax rate and the effective income tax rate.

The Company adopted ASU 2023-09 related to income tax disclosures on a retrospective basis.

Year Ended April 30,

(Percent of pre-tax income or loss) 2025 2024 2023

2026 2025 2024

Amount Percent Amount Percent Amount Percent

Statutory federal income tax rate $ ( 13.1 ) 21.0 % $ ( 219.8 ) 21.0 % $ 209.2 21.0 %

Acquisition of Hostess Brands — 1.3 —

Deferred tax benefit from Hostess integration

Sale of certain pet food brands — — ( 776.4 )

Sale of Voortman business

State and local income taxes 4.2 2.9 ( 157.7 )

Deferred tax benefit from state legislative changes 1.9 — —

State and local income taxes, net of federal tax effect (A)

22.7 ( 36.4 ) ( 7.7 ) 0.8 36.5 3.7

Foreign tax effects 3.6 ( 5.8 ) 3.9 ( 0.4 ) 3.1 0.3

Effect of cross border tax laws (B)

( 0.7 ) 1.2 23.2 ( 2.2 ) ( 0.6 ) ( 0.1 )

Tax credits ( 3.6 ) 5.8 ( 3.4 ) 0.3 ( 3.5 ) ( 0.4 )

Changes in valuation allowances ( 2.0 ) 3.2 7.6 ( 0.7 ) — —

Nontaxable or nondeductible items:

Goodwill impairment charges 65.3 ( 104.7 ) 348.9 ( 33.3 ) — —

Other items – net ( 0.7 ) 0.1 20.7

Sale of Voortman business

— — 21.5 ( 2.1 ) — —

Other 2.6 ( 4.2 ) 5.9 ( 0.6 ) 15.4 1.6

Changes in unrecognized tax benefits ( 1.0 ) 1.6 ( 1.2 ) 0.1 ( 1.9 ) ( 0.2 )

Other adjustments 2.5 ( 4.0 ) 5.1 ( 0.5 ) ( 5.8 ) ( 0.6 )

Effective income tax rate $ 76.3 ( 122.3 ) % $ 184.0 ( 17.6 ) % $ 252.4 25.3 %

(A) State taxes in Kansas, Pennsylvania, New Jersey, Georgia, Illinois, Texas, Louisiana, and Minnesota make up the majority (greater than 50%) of tax effect in this category in 2026.

State taxes in Kansas and California make up the majority (greater than 50%) of tax effect in this category in 2025.

State taxes in Kansas, California, Illinois, and Pennsylvania make up the majority (greater than 50%) of tax effect in this category in 2024.

(B) The effect of cross border tax laws in 2025 primarily related to the GILTI inclusion on the sale of the Voortman business.

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

The corporate tax changes included in the Act did not have a material impact on our effective income tax rate in 2026 and we do not anticipate a material impact on our effective income tax rate in future periods.

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

The following table sets forth the income taxes paid, net of refunds received, by material jurisdiction.

Year Ended April 30,

2026 2025 2024

Federal $ 2.3 $ 268.6 $ 266.6

Foreign 13.3 10.9 2.3

State and local 26.5 52.6 47.6

Income taxes paid $ 42.1 $ 332.1 $ 316.5

We are a voluntary participant in the Compliance Assurance Process (“CAP”) program offered by the IRS and are currently under a CAP examination for the tax years ended April 30, 2025, and April 30, 2026.

During 2025, the IRS concluded the CAP examinations for the 2023 and 2024 tax years.

The fiscal years prior to 2023 are no longer subject to U.S.

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We evaluate the realizability of deferred tax assets for each of the jurisdictions in which we operate.

The total valuation allowance increased by $ 7.4 during the year, primarily as a result of the sale of the Voortman business.

The total valuation allowance decreased by $ 1.1 during the year.

As of April 30, 2026, we have determined that a portion of our undistributed earnings, in Canada, is not permanently reinvested, resulting in the recognition of an immaterial deferred tax liability.

Deferred income taxes have not been provided on approximately $ 18.1 of the unremitted earnings of our foreign subsidiaries, primarily Canada, that are determined to be permanently reinvested, the tax effects of which are immaterial.

Our unrecognized tax benefits were $ 1.5 , $ 2.5 , and $ 4.6 , of which $ 1.2 , $ 2.0 , and $ 3.7 would affect the effective income tax rate, if recognized, as of April 30, 2026, 2025, and 2024, respectively.

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

The following table sets forth a reconciliation of our unrecognized tax benefits.

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Balance at April 30, 2026 $ ( 38.5 ) $ ( 80.5 ) $ ( 16.2 ) $ 1.1 $ ( 134.1 )

$ ( 41.7 ) $ ( 90.1 ) $ ( 53.2 ) $ 0.5 $ ( 184.5 )

(A) The reclassification from accumulated other comprehensive income (loss) is primarily composed of deferred gains (losses) related to terminated interest rate contracts which were reclassified to interest expense – net.

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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 April 30, 2026.

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.

Based on the information known to date, with the exception of the matters discussed below, we do not believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.

Class Action Lawsuits:

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The plaintiffs assert claims arising under various state laws for false advertising, consumer protection, deceptive and unfair trade practices, and similar statutes.

Their claims are premised on allegations that we have misrepresented the number of servings that can be made from various canisters of Folgers coffee on the packaging for those products.

Their claims are premised on allegations that we have misrepresented the number of servings that can be made from

various canisters of Folgers coffee on the packaging for those products.

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

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

Accordingly, no loss contingency has been recorded for these matters as of April 30, 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.

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.

Common Shares

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Repurchase Program:

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

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

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 as of April 30, 2025.

In accordance with 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 the shares repurchased under the 10b5-1 Plan during 2023 and 2024.

All other share repurchases during the twelve months ended April 30, 2025 and 2024, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

We did not repurchase any common shares under a repurchase plan authorized by the Board during 2026 and 2025.

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.

Shares Issued:

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

The shares issued were based on each outstanding share of Hostess Brands common stock receiving $ 30.00 per share

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

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:

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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.

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.

Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements.

However, our right to offset balances due from suppliers against our payment obligations is restricted by the agreement for those payment obligations that have been sold by our suppliers.

However, our right to offset balances

due from suppliers against our payment obligations is restricted by the agreement for those payment obligations that have been sold by our suppliers.

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

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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 8. Financial Statements and Supplementary Data