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Item 1. Financial Statements

2026-08-26 compared with 2026-02-26 · 125 added, 393 removed, 578 unchanged (47% of the section changed)

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CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS)

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

Three Months Ended July 31,

Dollars in millions, except per share data 2026 2025

5 unchanged sentences

Amortization 57.9 50.2

Goodwill impairment charges 507.5 794.3 507.5 794.3

Other intangible assets impairment charges 454.2 208.2 454.2 208.2

Other special project costs (A)

5.0 10.1 16.6 27.9

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

Other operating expense (income) – net ( 1.0 ) ( 4.5 )

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

Operating Income 511.6 45.6

Interest expense – net ( 82.3 ) ( 100.2 )

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

Other income (expense) – net (A)

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CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended July 31,

Dollars in millions 2026 2025

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CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in millions January 31, 2026 April 30, 2025

Dollars in millions July 31, 2026 April 30, 2026

Current Assets

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Accrued trade marketing and merchandising 224.8 175.9

Current portion of long-term debt 150.0 150.0

Short-term borrowings 193.5 420.9

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Noncurrent Liabilities

Long-term debt 6,841.3 7,036.8

Long-term debt, less current portion 6,394.3 6,392.8

Deferred income taxes 1,459.5 1,459.6

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CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

Nine Months Ended January 31,

Three Months Ended July 31,

Dollars in millions 2026 2025

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Amortization 57.9 50.2

Goodwill impairment charges 507.5 794.3

Other intangible assets impairment charges 454.2 208.2

Pension settlement loss (gain) 7.8 —

Share-based compensation expense 12.2 9.0

Loss (gain) on divestitures – net — 311.0

Deferred income tax expense (benefit) ( 0.4 ) 24.0

Other noncash adjustments – net 11.4 12.7

Changes in assets and liabilities, net of effect from acquisition and divestitures:

Changes in assets and liabilities:

Trade receivables 40.1 ( 24.3 )

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Additions to property, plant, and equipment ( 88.4 ) ( 84.3 )

Proceeds from divestitures – net — 290.5

Proceeds from disposal of property, plant, and equipment 0.3 12.9

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Short-term borrowings (repayments) – net ( 230.8 ) 300.6

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

Quarterly dividends paid ( 116.8 ) ( 114.4 )

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CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

Nine Months Ended January 31, 2026

Three Months Ended July 31, 2026

Dollars in millions Common

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Balance at July 31, 2026 106,824,408 $ 26.7 $ 5,759.6 $ 103.6 $ ( 139.1 ) $ 5,750.8

Net income (loss) 241.3 241.3

Other comprehensive income (loss) ( 0.2 ) ( 0.2 )

Comprehensive income (loss) 241.1

Purchase of treasury shares ( 3,711 ) — ( 0.5 ) 0.1 ( 0.4 )

Stock plans 11,766 — 10.3 10.3

Cash dividends declared, $ 1.10 per common share

( 116.7 ) ( 116.7 )

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

Net income (loss) ( 724.2 ) ( 724.2 )

Other comprehensive income (loss) 14.5 14.5

Comprehensive income (loss) ( 709.7 )

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

Stock plans 4,177 — 2.6 2.6

Cash dividends declared, $ 1.10 per common share

( 116.8 ) ( 116.8 )

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

Nine Months Ended January 31, 2025

Three Months Ended July 31, 2025

Dollars in millions Common

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

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

Balance at May 1, 2025 106,425,081 $ 26.6 $ 5,738.7 $ 501.8 $ ( 184.5 ) $ 6,082.6

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Balance at July 31, 2025 106,687,114 $ 26.7 $ 5,738.2 $ 343.5 $ ( 182.5 ) $ 5,925.9

Net income (loss) ( 24.5 ) ( 24.5 )

Other comprehensive income (loss) ( 6.8 ) ( 6.8 )

Comprehensive income (loss) ( 31.3 )

Purchase of treasury shares ( 972 ) — 0.3 — 0.3

Stock plans 8,972 — 8.2 8.2

Cash dividends declared, $ 1.08 per common share

( 113.6 ) ( 113.6 )

Balance at October 31, 2024 106,416,530 $ 26.6 $ 5,723.7 $ 2,121.8 $ ( 239.0 ) $ 7,633.1

Net income (loss) ( 662.3 ) ( 662.3 )

Other comprehensive income (loss) 41.7 41.7

Comprehensive income (loss) ( 620.6 )

Purchase of treasury shares ( 3,549 ) — ( 0.4 ) — ( 0.4 )

Stock plans 5,015 — 9.6 9.6

Cash dividends declared, $ 1.08 per common share

( 114.4 ) ( 114.4 )

Balance at January 31, 2025 106,417,996 $ 26.6 $ 5,732.9 $ 1,345.1 $ ( 197.3 ) $ 6,907.3

See notes to unaudited condensed consolidated financial statements.

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In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.

Operating results for the nine months ended January 31, 2026, are not necessarily indicative of the results that may be expected for the year ending April 30 , 2026.

Operating results for the three months ended July 31, 2026, are not necessarily indicative of the results that may be expected for the year ending April 30 , 2027.

For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2026.

Recently Issued Accounting Standards

Recently Adopted Accounting Standard:

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

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

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

We adopted the interim disclosure requirements on a retrospective basis during the first quarter of 2026, which are presented in Note 5:

Reportable Segments.

The annual disclosure requirements were adopted during 2025.

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

Recently Issued Accounting Standards Not Yet Adopted:

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

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

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

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

It is effective for our annual period beginning May 1, 2025, and can be adopted either on a prospective or retrospective basis.

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

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM Foods, LLC (“JTM”).

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

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

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

We recognized a pre-tax loss of $ 44.2 on this transaction, primarily during the third quarter of 2025.

On December 2, 2024, we sold the Voortman ® business to Second Nature Brands (“Second Nature”).

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

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

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

We recognized a pre-tax loss of $ 265.9 on this transaction, primarily during the second quarter of 2025.

Special Project Costs

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Divestiture Costs:

Total divestiture costs incurred to date related to the Sahale Snacks ® and Canada condiment businesses that were divested in 2024 were $ 6.4 , which included $ 4.3 and $ 2.1 of employee-related and other transition and termination costs, respectively, all of which were cash charges.

We did not incur any divestiture costs during the three and nine months ended January 31, 2026, and incurred divestiture costs of $ 1.3 and $ 1.7 during the three and nine months ended January 31, 2025, respectively, primarily consisting of employee-related costs.

As a result of prior year divestitures, we identified opportunities to address certain distribution inefficiencies.

We have recognized total cumulative costs of $ 9.0 , of which $ 0.3 was recognized during the three months ended July 31, 2025, primarily consisting of other transition and termination costs.

There were no divestiture costs recognized during the three months ended July 31, 2026.

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

Integration Costs:

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

(“Hostess Brands”), a manufacturer and marketer of sweet baked goods brands.

Total integration costs related to the acquisition are anticipated to be approximately $ 190.0 and include transaction costs, employee-related costs, and other transition and termination charges.

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

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

2026 2025 2026 2025

Transaction costs $ — $ — $ — $ — $ 99.0

Employee-related costs 0.4 2.5 0.8 9.5 43.8

Other transition and termination costs — 5.3 0.7 25.4 43.6

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

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

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

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

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 $ 1.1 and $ 6.2 at January 31, 2026, and April 30, 2025, respectively.

As of April 30, 2026, integration of the Hostess Brands, Inc.

(“Hostess Brands”) acquisition was considered complete.

We incurred total integration costs of $ 187.4 related to the acquisition, of which $ 16.7 were noncash charges and primarily consisted of accelerated depreciation.

While we did not incur any costs during the three months ended July 31, 2026, we incurred integration costs of $ 0.4 during the three months ended July 31, 2025, which consisted of employee-related and other transition and termination costs.

The obligation related to severance costs and retention bonuses was fully satisfied as of July 31, 2026, and was $ 0.4 as of April 30, 2026.

Restructuring Costs:

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

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 segment.

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

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

January 31, 2026

Three Months Ended July 31, Total Costs Incurred to Date at

July 31, 2026

Employee-related costs $ — $ 4.2 $ 6.6

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Total restructuring costs $ 0.6 $ 20.7 $ 84.1

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

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

We anticipate any remaining charges to be minimal.

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

Cumulative noncash charges incurred through July 31, 2026, were $ 68.2 and consisted of accelerated depreciation, of which $ 15.4 was incurred during the three months ended July 31, 2025.

We did not incur any noncash charges during the three months ended July 31, 2026.

The remaining charges related to these restructuring activities are not expected to be material during the remainder of 2027.

The obligation related to severance and retention bonuses was $ 0.2 and $ 0.5 at July 31, 2026, and April 30, 2026, respectively.

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.

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

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

Retail 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 Accounting Standards Codification (“ASC”) 280.

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

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

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

Reportable segments have been identified based on financial data utilized to manage our businesses by our CODMs.

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

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

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 chief operating decision maker (“CODM”).

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 net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), special project costs, as well as corporate administrative expenses.

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

Three Months Ended January 31, 2026

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

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

Net sales $ 908.2 $ 454.0 $ 417.1 $ 224.8 $ 335.3 $ 2,339.4

Segment cost of products sold (A)

629.8 290.3 231.3 170.9 226.3

Segment selling and distribution expenses (B)

79.3 60.3 67.2 42.5 36.8

Other segment items (C)

0.1 ( 0.2 ) ( 3.3 ) ( 0.8 ) 0.2

Segment profit $ 199.0 $ 103.6 $ 121.9 $ 12.2 $ 72.0 $ 508.7

Reconciliation of segment profit:

Amortization ( 50.3 )

Goodwill impairment charges ( 507.5 )

Other intangible assets impairment charges ( 454.2 )

Interest expense – net ( 94.5 )

Change in net cumulative unallocated derivative gains and losses 59.3

Cost of products sold – special project costs (D)

Other special project costs (D)

Corporate administrative expenses ( 77.1 )

Other income (expense) – net (D)

Income before income taxes $ ( 651.9 )

Nine Months Ended January 31, 2026

Three Months Ended July 31, 2026

Retail Coffee U.S.

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 $ 807.8 $ 499.3 $ 371.7 $ 236.5 $ 203.7 $ 100.3 $ 2,219.3

Segment cost of products sold (A)

Segment cost of products sold (B)

404.5 305.9 203.9 169.1 118.3 67.4

Segment selling and distribution expenses (B)

Segment selling and distribution expenses (C)

100.4 63.6 71.0 39.2 24.6 13.4

Other segment items (C)

Other segment items (D)

2.9 0.1 ( 2.1 ) ( 1.7 ) ( 0.4 ) 0.2

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Amortization ( 57.9 )

Goodwill impairment charges ( 507.5 )

Other intangible assets impairment charges ( 454.2 )

Interest expense – net ( 82.3 )

Change in net cumulative unallocated derivative gains and losses 29.4

Cost of products sold – special project costs (D)

Other special project costs (D)

Other special project costs (E)

Corporate administrative expenses ( 98.3 )

Other income (expense) – net (D)

Other income (expense) – net (E)

Income before income taxes $ 427.9

Three Months Ended January 31, 2025

Three Months Ended July 31, 2025

Retail Coffee U.S.

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 $ 717.2 $ 484.7 $ 368.0 $ 253.2 $ 198.3 $ 91.9 $ 2,113.3

Segment cost of products sold (A)

Segment cost of products sold (B)

498.9 299.3 204.8 176.8 124.8 65.5

Segment selling and distribution expenses (B)

Segment selling and distribution expenses (C)

84.0 70.8 66.8 41.2 23.1 12.3

Other segment items (C)

Other segment items (D)

0.1 0.3 ( 4.9 ) 1.0 ( 1.0 ) —

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Amortization ( 50.2 )

Goodwill impairment charges ( 794.3 )

Other intangible assets impairment charges ( 208.2 )

Gain (loss) on divestitures – net ( 50.2 )

Interest expense – net ( 100.2 )

Change in net cumulative unallocated derivative gains and losses ( 253.1 )

Cost of products sold – special project costs (D)

Other special project costs (D)

Other debt gains (charges) – net (E)

Cost of products sold – special project costs (E)

Other special project costs (E)

Corporate administrative expenses ( 79.2 )

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Income (loss) before income taxes $ ( 56.5 )

Nine Months Ended January 31, 2025

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

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

Net sales $ 2,068.0 $ 1,427.2 $ 1,268.1 $ 927.8 $ 891.2 $ 6,582.3

Segment cost of products sold (A)

1,260.2 885.7 714.4 593.9 596.7

Segment selling and distribution expenses (B)

230.5 204.5 211.0 135.6 119.4

Other segment items (C)

( 6.6 ) 2.7 ( 10.8 ) ( 1.5 ) ( 3.1 )

Segment profit $ 583.9 $ 334.3 $ 353.5 $ 199.8 $ 178.2 $ 1,649.7

Reconciliation of segment profit:

Amortization ( 165.7 )

Goodwill impairment charges ( 794.3 )

Other intangible assets impairment charges ( 208.2 )

Gain (loss) on divestitures – net ( 311.0 )

Interest expense – net ( 294.5 )

Change in net cumulative unallocated derivative gains and losses 41.7

Cost of products sold – special project costs (D)

Other special project costs (D)

Other debt gains (charges) – net (E)

Corporate administrative expenses ( 247.4 )

Other income (expense) – net ( 10.7 )

Income before income taxes $ ( 349.7 )

(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 3:

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Derivative Financial Instruments.

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

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

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

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

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

(C) Segment selling and distribution expenses 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.

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

For more information, see Note 3:

Special Project Costs.

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

For more information, see Note 8:

Debt and Financing Arrangements.

The following tables present total assets;

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

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Retail Coffee $ 4,696.2 $ 4,692.0

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Sweet Baked Snacks 2,289.9 2,318.9

International and Away From Home 1,215.5 1,037.1

Unallocated (A)

Away From Home 1,076.3 798.4

Unallocated (B)

Total assets $ 16,203.2 $ 16,219.4

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

2026 2025 2026 2025

Three Months Ended July 31,

Depreciation, amortization, and impairment charges:

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Sweet Baked Snacks 30.0 21.9

International and Away From Home 10.1 9.2 30.3 27.0

Unallocated (B)

30.8 9.3 85.2 39.9

Away From Home 11.3 7.8

Unallocated (C)

Total depreciation, amortization, and impairment charges $ 127.5 $ 135.2

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Sweet Baked Snacks 11.7 10.2

International and Away From Home 12.4 11.3 34.9 35.1

Away From Home 13.3 8.8

Total additions to property, plant, and equipment $ 88.4 $ 84.3

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

(B) Primarily represents unallocated accelerated depreciation related to restructuring activities and corporate administrative expenses, mainly consisting of depreciation and software amortization.

(A) Represents the International operating segment.

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

(C) Primarily represents unallocated accelerated depreciation related to restructuring activities and corporate administrative expenses, mainly consisting of depreciation and software amortization.

The following table presents certain geographical information.

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

2026 2025 2026 2025

Three Months Ended July 31,

United States $ 2,108.7 $ 2,009.4

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The following table presents product category information.

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

Three Months Ended July 31,

2026 2025 Primary Reportable Segment (A)

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Retail Frozen Handheld and Spreads

Portion control 45.4 53.1 145.9 164.0 Other (B)

Portion control 53.5 50.4 Away From Home

Toppings and syrups 25.6 29.7 U.S.

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Baking mixes and ingredients 15.2 14.5 Other (B)

Cookies — 12.9 — 86.3 Sweet Baked Snacks

Other 20.4 20.3 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.

Earnings per Share

We computed net income (loss) per common share (“basic earnings per share”) under the two-class method for the three and nine months ended January 31, 2026 and 2025, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods.

Further, we computed net income (loss) per common share – assuming dilution (“diluted earnings per share”) under the two-class and treasury stock methods to determine the method that was most dilutive, in accordance with FASB Accounting Standards Codification 260, Earnings Per Share .

For the three and nine months ended January 31, 2026 and 2025, we recognized a net loss and as a result, excluded the anti-dilutive effect of stock-based awards from the computation of diluted earnings per share.

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

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

2026 2025 2026 2025

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

Net income (loss) allocated to participating securities — — — —

Net income (loss) allocated to common stockholders $ ( 724.2 ) $ ( 662.3 ) $ ( 526.8 ) $ ( 501.8 )

Weighted-average common shares outstanding 106.7 106.4 106.7 106.4

Dilutive effect of stock options — — — —

Weighted-average common shares outstanding – assuming dilution 106.7 106.4 106.7 106.4

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

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

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

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

2026 2025 2026 2025

Basic earnings per share is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period.

Under the treasury stock method, the diluted earnings per share calculation includes potential common shares assumed to be issued, which reflects the potential dilution that would occur if any outstanding options or warrants were exercised or restricted stock becomes vested.

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

Three Months Ended July 31,

Net income (loss) $ 324.3 $ ( 43.9 )

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Weighted-average common shares outstanding – assuming dilution 107.1 106.6

Net income (loss) per common share $ 3.04 $ ( 0.41 )

Net income (loss) per common share – assuming dilution $ 3.03 $ ( 0.41 )

Goodwill and Other Intangible Assets

The following table summarizes the changes in our goodwill.

Retail Coffee U.S.

Retail Frozen Handheld and Spreads U.S.

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

Balance at April 30, 2025 $ 2,090.9 $ 1,139.9 $ 1,580.2 $ 507.5 $ 391.5 $ 5,710.0

Impairment charge (A)

— — — ( 507.5 ) — ( 507.5 )

— — — — 2.1 2.1

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

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

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

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

January 31, 2026 April 30, 2025

Acquisition Cost Accumulated Amortization/Impairment Charges/Foreign Currency Exchange Net Acquisition Cost Accumulated Amortization/Impairment Charges/Foreign Currency Exchange Net

Finite-lived intangible assets subject to

amortization:

Customer and contractual relationships $ 4,596.5 $ 2,245.3 $ 2,351.2 $ 4,596.5 $ 2,099.0 $ 2,497.5

Patents and technology 163.0 161.2 1.8 163.0 161.0 2.0

Trademarks 1,687.9 894.7 793.2 136.4 116.5 19.9

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

Indefinite-lived intangible assets not subject to

amortization:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

There were no other indicators of impairment during the third quarter of 2026, and as a result, we do not believe that any of our remaining reporting units or material indefinite-lived intangible assets are more likely than not impaired as of January 31, 2026.

During the third quarter of 2025, we recognized total pre-tax impairment charges of $ 1.0 billion, of which $ 794.3 and $ 208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively, due to a decline in both actual and forecasted net sales, reflecting underperformance of the business, increased inflationary pressures, and diminished consumer discretionary income.

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

During the first three months of 2026, 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.

Debt and Financing Arrangements

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

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Outstanding Carrying

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Total long-term debt $ 6,603.2 $ 6,544.3 $ 6,603.2 $ 6,542.8

Current portion of long-term debt 150.0 150.0 150.0 150.0

Total long-term debt, less current portion $ 6,453.2 $ 6,394.3 $ 6,453.2 $ 6,392.8

(A) Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of capitalized debt issuance costs, offering discounts, and terminated interest rate contracts.

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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.

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

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

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

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

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

We recorded a net gain on the extinguishment of debt of $ 30.3 during the three and nine months ended January 31, 2025, included within other debt gains (charges) – net on the Condensed Statement of Consolidated Income.

Components of the net gain include debt carrying value write-off of $ 335.9 (inclusive of terminated interest rate contract, debt issuance costs, and discounts), net of the reacquisition price of $ 300.0 , debt tender fees of $ 1.1 , and a loss on the associated reverse treasury locks of $ 4.5 .

For additional information, see Note 10:

Derivative Financial Instruments.

During 2026, we prepaid $ 500.0 on the Term Loan.

The interest rate on the Term Loan at July 31, 2026 was 4.82 percent.

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

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Interest is payable either on a quarterly basis or at the end of the borrowing term.

We did not have a balance outstanding under the revolving credit facility as of January 31, 2026, or April 30, 2025.

We did not have a balance outstanding under the revolving credit facility as of July 31, 2026, or April 30, 2026.

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

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

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

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

As of July 31, 2026, and April 30, 2026, we had $ 193.5 and $ 421.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 4.00 and 4.03 percent, respectively.

Interest paid totaled $ 123.8 and $ 137.4 for the three months ended July 31, 2026 and 2025, respectively.

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

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

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

Pensions and Other Postretirement Benefits

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

Three Months Ended January 31,

Defined Benefit Pension Plans Other Postretirement Benefits

2026 2025 2026 2025

Service cost $ 0.2 $ 0.1 $ 0.2 $ 0.2

Interest cost 3.8 4.5 0.6 0.7

Expected return on plan assets ( 3.3 ) ( 3.1 ) — —

Amortization of net actuarial loss (gain) 0.9 1.1 ( 0.5 ) ( 0.5 )

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

Settlement loss (gain) 7.8 — — —

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

Nine Months Ended January 31,

Defined Benefit Pension Plans Other Postretirement Benefits

2026 2025 2026 2025

Service cost $ 0.5 $ 0.5 $ 0.5 $ 0.5

Interest cost 11.4 13.3 1.8 2.0

Expected return on plan assets ( 10.0 ) ( 9.3 ) — —

Amortization of net actuarial loss (gain) 2.9 3.3 ( 1.4 ) ( 1.5 )

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

Settlement loss (gain) 7.8 — — —

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Derivative Financial Instruments

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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.

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

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

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

For additional information, see Note 8:

Debt and Financing Arrangements.

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

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Commodity contracts $ 562.0 $ 606.2

1 unchanged sentence

The following tables set forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets.

January 31, 2026

July 31, 2026

Liabilities Other

11 unchanged sentences

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

Our cash margin

accounts represented collateral pledged of $ 2.7 and $ 37.5 at January 31, 2026, and April 30, 2025, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

Our cash margin accounts represented collateral received of $ 9.4 and $ 7.4 at July 31, 2026, and April 30, 2026, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

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

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The following table presents the net gains and losses recognized in cost of products sold in the Condensed Statements of Consolidated Income (Loss) on derivatives not designated as hedging instruments.

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

2026 2025 2026 2025

Three Months Ended July 31,

Derivative gains (losses) on commodity contracts $ 26.4 $ ( 227.7 )

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

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

2026 2025 2026 2025

Three Months Ended July 31,

Net derivative gains (losses) recognized and classified as unallocated $ 28.7 $ ( 227.1 )

1 unchanged sentence

Change in net cumulative unallocated derivative gains and losses $ 29.4 $ ( 253.1 )

As of January 31, 2026, the net cumulative unallocated derivative losses were $ 10.0 , and at April 30, 2025, the net cumulative unallocated derivative gains were $ 80.8 .

The net cumulative unallocated derivative gains were $ 51.6 and $ 22.2 at July 31, 2026, and April 30, 2026, respectively.

Cash Flow Hedges

The following table presents information on the pre-tax gains and losses recognized on all contracts previously designated as cash flow hedges.

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

2026 2025 2026 2025

Three Months Ended July 31,

Gains (losses) recognized in other comprehensive income (loss) $ — $ —

1 unchanged sentence

( 3.1 ) ( 3.1 )

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

— ( 56.9 ) — ( 56.9 )

Change in accumulated other comprehensive income (loss) $ 3.1 $ 3.1

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

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income (Loss) was $ 82.3 and $ 100.2 for the three months ended July 31, 2026 and 2025, respectively.

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

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

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

Debt and Financing Arrangements.

Included as a component of accumulated other comprehensive income (loss) at January 31, 2026 and April 30, 2025, were deferred net pre-tax losses of $ 108.0 and $ 117.4 , respectively, related to the terminated interest rate contracts associated with the Senior Notes due March 15, 2030 and March 15, 2050, which were terminated in 2020.

The related net tax benefit recognized in accumulated other comprehensive income (loss) at January 31, 2026 and April 30, 2025, was $ 25.1 and $ 27.3 , respectively.

Included as a component of accumulated other comprehensive income (loss) at July 31, 2026, and April 30, 2026, were deferred net pre-tax losses of $ 101.8 and $ 104.9 , respectively, related to the terminated interest rate contracts associated with the Senior Notes due March 15, 2030 and March 15, 2050, which were terminated in 2020.

The related net tax benefit recognized in accumulated other comprehensive income (loss) at July 31, 2026, and April 30, 2026, was $ 23.7 and $ 24.4 , respectively.

Approximately $ 12.5 of the net pre-tax loss will be recognized over the next 12 months related to the terminated interest rate contracts.

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The following table provides information on the carrying amounts and fair values of our financial instruments.

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Amount Fair Value Carrying

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(Level 2) Significant

(Level 3) Fair Value at January 31, 2026

(Level 3) Fair Value at July 31, 2026

Marketable securities and other investments:

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Based on the short-term nature of these money market funds, carrying value approximates fair value.

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

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

$ 3.6 in 2027, $ 0.0 in 2028, $ 1.5 in 2029, $ 0.6 in 2030, $ 1.1 in 2031, and the remaining $ 7.2 in 2032 and beyond.

8 unchanged sentences

Debt and Financing Arrangements.

During the third quarter of 2026, we recognized nonrecurring fair value adjustments of $ 961.7 , of which $ 507.5 and $ 454.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

These adjustments were included as noncash charges in our Condensed Statement of Consolidated Income.

We utilized Level 3 inputs based on management’s best estimates and assumptions to estimate the fair values of the reporting unit and the indefinite-lived trademark.

For additional information, see Note 7:

Goodwill and Other Intangible Assets.

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

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

As of July 31, 2026, we have entered into an operating lease commitment related to a distribution center that has not yet commenced.

The lease will begin during the second quarter of 2027, and upon commencement, we expect to recognize a right-of-use asset and lease liability of approximately $ 22.0 in the Condensed Consolidated Balance Sheet.

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

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Operating lease right-of-use assets $ 185.9 $ 148.8

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The following table summarizes the components of lease expense.

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

2026 2025 2026 2025

Three Months Ended July 31,

Operating lease cost $ 11.7 $ 12.4

2 unchanged sentences

Interest on lease liabilities

0.1 0.2 0.4 0.5

Variable lease cost 5.2 5.9

4 unchanged sentences

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

Nine Months Ended January 31,

Three Months Ended July 31,

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

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

January 31, 2026

July 31, 2026

Operating Leases Finance Leases

8 unchanged sentences

Lease liabilities $ 192.8 $ 9.6

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

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

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

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

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

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

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Weighted-average remaining lease term (in years):

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Finance leases

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

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

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

statutory income tax rate of 21.0 percent primarily due to state income taxes and an unfavorable permanent impact associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit, partially offset by the reversal of a deferred tax liability upon completion of the sale of the Voortman Cookies Limited entity, and a favorable noncash deferred tax benefit associated with the integration of Hostess Brands into our Company.

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

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

The effective income tax rate for the first nine months of 2025 varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes and unfavorable permanent impacts associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, partially offset by the favorable noncash deferred tax benefit associated with the integration of Hostess Brands into our Company.

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

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

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

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

The effective income tax rates for the three months ended July 31, 2026 and 2025, were 24.2 and 22.3 percent, respectively.

During the three months ended July 31, 2026 and 2025, the effective income tax rates varied from the U.S.

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

Accumulated Other Comprehensive Income (Loss)

12 unchanged sentences

Income tax benefit (expense) — ( 0.7 ) 0.1 — ( 0.6 )

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

Balance at July 31, 2026 $ ( 45.8 ) $ ( 78.1 ) $ ( 16.4 ) $ 1.2 $ ( 139.1 )

Adjustment Net Gains (Losses)

10 unchanged sentences

Income tax benefit (expense) — ( 0.7 ) ( 0.1 ) ( 0.1 ) ( 0.9 )

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

Balance at July 31, 2025 $ ( 42.7 ) $ ( 87.7 ) $ ( 52.9 ) $ 0.8 $ ( 182.5 )

(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.

In addition, a portion of the reclassification in 2025 was reclassified to other debt gains (charges) – net resulting from the extinguishment of debt from the tender offers.

For additional information, see Note 7:

Debt and Financing Arrangements and Note 10:

Derivative Financial Instruments.

(B) The reclassification from accumulated other comprehensive income (loss) to other income (expense) – net is composed of settlement charges and amortization of net losses and prior service costs.

For additional information, see Note 9:

Pensions and Other Postretirement Benefits.

(B) The reclassification from accumulated other comprehensive income (loss) to other income (expense) – net is composed of amortization of net losses and prior service costs.

Contingencies

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

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

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

Accordingly, no loss contingency has been recorded for these matters as of January 31, 2026, as the likelihood of loss is not considered probable or reasonably estimable.

However, if we are required to pay significant damages,

our business and financial results could be adversely impacted, and sales of those products could suffer not only in these locations but elsewhere.

Accordingly, no loss contingency has been recorded for these matters as of July 31, 2026, as the likelihood of loss is not considered probable or reasonably estimable.

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

Voortman Contingency:

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Hostess Brands also submitted claims relating to these alleged breaches under the representation and warranty insurance policy (“RWI”) that was purchased in connection with the acquisition.

In the third quarter of calendar 2022, the RWI insurers paid Hostess Brands $ 42.5 CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches.

In the third quarter of calendar 2022,

the RWI insurers paid Hostess Brands $ 42.5 CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches.

Per agreement with the RWI insurers, we will not be required to return the Proceeds under any circumstances.

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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 initiated claims for refunds on tariffs previously paid under the International Emergency Economic Powers Act (“IEEPA”) on certain imported goods.

During the first quarter of 2027, we received refunds of approximately $ 115.0 , which were recognized in cost of products sold, and related interest income of approximately $ 4.0 , which was recognized in interest expense – net, in the Condensed Statement of Consolidated Income (Loss).

As of July 31, 2026, substantially all requested refunds have been received.

Common Shares

The following table sets forth common share information.

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Common shares authorized 300.0 300.0

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Repurchase Program:

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

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

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

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

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

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

Supplier Financing Program

7 unchanged sentences

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

Included in accounts payable in the Condensed Consolidated Balance Sheets as of January 31, 2026, and April 30, 2025, were $ 296.1 and $ 340.4 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

During the first nine months of 2026 and 2025, we paid $ 938.2 and $ 1,211.9 , respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

Included in accounts payable in the Condensed Consolidated Balance Sheets as of July 31, 2026, and April 30, 2026, were $ 336.1 and $ 325.1 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers.

During the first three months of 2027 and 2026, we paid $ 363.2 and $ 340.9 , respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

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

What changed 10-Q

Item 1. Financial Statements