What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-26 compared with 2026-02-26 · 117 added, 211 removed, 181 unchanged (64% of the section changed)

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

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

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

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

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 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.

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.

We are the owner of all trademarks referenced herein, except for the following, which are used under license:

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Trends Affecting our Business

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

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

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

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

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

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

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

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

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

During the first three months of 2027, we continued to operate in a dynamic and evolving external environment, including geopolitical, macroeconomic, and policy developments, as well as changing consumer behavior, which may continue to affect our business during the remainder of 2027.

Despite these challenges, we delivered strong results and demonstrated continued momentum across the Company.

Our performance was driven by the strength of our differentiated portfolio, disciplined execution against our strategic priorities, and continued investment in our brands and capabilities.

To support continued growth and navigate these evolving market conditions, we remain focused on executing our company-wide transformation initiative, which is designed to translate our continuous improvement mindset into sustainable productivity gains.

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

We continue to closely monitor ongoing geopolitical conflicts and evolving international trade and regulatory conditions, including the potential impact of tariffs and any other policy actions.

Further escalation of these developments could significantly disrupt economic activity, global supply chains, and transportation networks, while contributing to inflationary pressures, higher energy costs, and broader economic slowdowns.

In addition, supply chain disruptions could result from shipping delays, supply and demand imbalances, labor shortages, and other operational challenges.

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

Given these uncertainties, the impact of inflation, tariffs, supply chain disruptions, and labor availability and attrition on our business, results of operations, financial condition, and liquidity could be difficult to predict.

We will continue to monitor these factors as conditions evolve.

Results of Operations

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

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

Three Months Ended July 31,

2026 2025 % Increase (Decrease)

Net sales $ 2,219.3 $ 2,113.3 5 %

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% of net sales 44.1 % 22.5 %

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

Operating income $ 511.6 $ 45.6 n/m

% of net sales 23.1 % 2.2 %

Net income (loss):

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

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

Net income (loss) $ 324.3 $ (43.9) n/m

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

Adjusted gross profit (A)

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

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

Three Months Ended July 31,

2026 2025 Increase

(Decrease) % 2026 2025 Increase

Net sales $ 2,219.3 $ 2,113.3 $ 106.0 5 %

Sweet Baked Snacks value brands divestiture — (13.4) 13.4 1 — (43.3) 43.3 1

Voortman divestiture

— (12.9) 12.9 1 — (86.3) 86.3 1

Foreign currency exchange 1.3 — 1.3 —

Net sales excluding divestitures and foreign currency exchange (A)

Net sales excluding foreign currency exchange (A)

$ 2,220.6 $ 2,113.3 $ 107.3 5 %

Amounts may not add due to rounding.

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

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

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

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

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

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

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

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

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

Net sales in the first three months of 2027 increased $106.0, or 5 percent.

Net price realization contributed 4 percentage points to net sales, primarily driven by higher net pricing for coffee.

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

Operating Income (Loss)

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

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

2026 2025 2026 2025

Volume/mix increased net sales by 1 percentage point, primarily driven by increases for Uncrustables sandwiches and coffee, partially offset by decreases for sweet baked goods and peanut butter.

Operating Income

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

Three Months Ended July 31,

Gross profit 44.1 % 22.5 %

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Amortization 2.6 2.4

Goodwill impairment charges 21.7 36.3 7.5 12.1

Other intangible assets impairment charges 19.4 9.5 6.7 3.2

Other special project costs — 0.3

Loss (gain) on divestitures – net — 2.3 — 4.7

Other operating expense (income) – net — (0.2)

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

Operating income 23.1 % 2.2 %

Amounts may not add due to rounding.

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

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

Gross profit increased $504.9, or 106 percent, in the first three months of 2027, primarily reflecting lower costs, including the net favorable impact of derivative gains and losses, as well as tariff refunds, higher net price realization, and favorable volume/mix.

Operating income increased $466.0 in the first three months of 2027, primarily reflecting the increase in gross profit, partially offset by an increase in selling, distribution, and administrative (“SD&A”) expenses.

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

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

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

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

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

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

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

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

Gross profit excluding non-GAAP adjustments (“adjusted gross profit”) increased $207.0, or 28 percent, as compared to the prior year, reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses and special project costs as compared to GAAP gross profit.

Operating income excluding non-GAAP adjustments (“adjusted operating income”) increased $170.4, or 46 percent, as compared to the prior year, further reflecting the exclusion of amortization expense and other special project costs.

Interest Expense

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

Net interest expense decreased $17.9, or 18 percent, during the first three months of 2027, primarily reflecting reduced debt outstanding as compared to the prior year.

For additional information, refer to Note 6:

Debt and Financing Arrangements.

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

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

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

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

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

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

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

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

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

Income taxes increased $116.2 during the three months ended July 31, 2026, primarily reflecting an increase in income before income taxes, compared to a loss before income taxes in the prior year that resulted in an income tax benefit.

During both the current and prior years, the effective income tax rates varied from the U.S.

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

We anticipate the full-year effective income tax rate for 2027 to be approximately 24.3 percent.

For additional information, refer to Note 10:

Goodwill and Other Intangible Assets and Note 13:

Income Taxes.

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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.

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, 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.

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

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

As of April 30, 2026, integration of the Hostess Brands acquisition was considered complete.

We incurred total integration costs of $187.4 related to the acquisition, of which $0.4 were recognized during the three months ended July 31, 2025.

These costs primarily consisted of transaction costs, employee-related costs, and other transition and termination

charges, the majority of which were cash charges.

We did not incur any costs during the three months ended July 31, 2026, related to these integration activities.

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.

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

We anticipate any remaining charges to be minimal.

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.

We have recognized total cumulative costs of $84.1, of which $0.6 and $20.7 were recognized during the three months ended July 31, 2026 and 2025, respectively.

These costs primarily consisted of other transition and termination charges and employee-related costs.

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

For further information on these costs, refer to Note 3:

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Segment Results

We have four reportable segments:

We have five reportable segments:

Retail Coffee, U.S.

Retail Frozen Handheld and Spreads, U.S.

Retail Pet Foods, and Sweet Baked Snacks.

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

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 ASC 280.

Retail Coffee segment primarily includes 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).

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

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).

Three Months Ended July 31,

2026 2025 % Increase

(Decrease) 2026 2025 % Increase

Retail Coffee $ 807.8 $ 717.2 13 %

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Sweet Baked Snacks 236.5 253.2 (7)

International and Away From Home 335.3 298.6 12 976.3 891.2 10

Away From Home 203.7 198.3 3

Segment profit:

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Sweet Baked Snacks 29.9 34.2 (13)

International and Away From Home 72.0 61.6 17 213.9 178.2 20

Away From Home 61.2 51.4 19

Segment profit margin:

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Sweet Baked Snacks 12.6 13.5

International and Away From Home 21.5 20.6 21.9 20.0

Away From Home 30.0 25.9

(A) Represents the International operating segment.

Retail Coffee

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

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

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

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

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

Retail Coffee net sales increased $90.6 in the first three months of 2027.

Net price realization increased net sales by 10 percentage points, reflecting higher net pricing across the portfolio.

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

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

Volume/mix increased net sales by 2 percentage points,

primarily reflecting increases for the Dunkin’ and Café Bustelo brands.

Segment profit increased $165.8, primarily reflecting tariff refunds and higher net price realization, partially offset by higher marketing spend.

Retail Frozen Handheld and Spreads

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

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

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

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

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

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

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

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

Retail Frozen Handheld and Spreads net sales increased $14.6 in the first three months of 2027.

Net price realization contributed 2 percentage points to net sales, reflecting higher net pricing across the portfolio.

Volume/mix increased net sales by 1 percentage point, primarily reflecting an increase for Uncrustables sandwiches, partially offset by decreases for peanut butter and fruit spreads.

Segment profit increased $15.4, primarily driven by higher net price realization, lower marketing spend, and favorable volume/mix, partially offset by higher costs.

Retail Pet Foods

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

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

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

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

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

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

Net price realization was neutral to net sales.

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

Retail Pet Foods net sales increased $3.7 in the first three months of 2027.

Volume/mix increased net sales by 1 percentage point, primarily reflecting an increase for cat food.

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

Segment profit decreased $2.4, primarily reflecting higher costs and increased marketing spend, partially offset by tariff refunds and favorable volume/mix.

Sweet Baked Snacks

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

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

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

Net price realization was neutral to net sales.

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

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

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

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

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

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

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

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

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

International and Away From Home

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

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

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

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

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

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

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

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

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

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

Sweet Baked Snacks net sales decreased $16.7 in the first three months of 2027.

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

Net price realization contributed 2 percentage points to net sales, primarily reflecting higher net pricing for snack cakes and donuts.

Segment profit decreased $4.3, primarily reflecting higher costs and unfavorable volume/mix, partially offset by higher net price realization and lower marketing spend.

Away From Home

Away From Home net sales increased $5.4 in the first three months of 2027.Volume/mix increased net sales by 2 percentage points, primarily driven by increases for Uncrustables sandwiches and fruit spreads, partially offset by a decrease for coffee.

Net price realization was neutral to net sales, as higher net pricing for coffee was mostly offset by lower net pricing for Uncrustables sandwiches and portion control products.

Segment profit increased $9.8, primarily reflecting tariff refunds and favorable volume/mix, partially offset by higher costs.

LIQUIDITY AND CAPITAL RESOURCES

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

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

Total cash and cash equivalents decreased to $43.2 at July 31, 2026, compared to $58.6 at April 30, 2026.

The following table presents selected cash flow information.

Nine Months Ended January 31,

Three Months Ended July 31,

Net cash provided by (used for) operating activities $ 425.7 $ (10.6)

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

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

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

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

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

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

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

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

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

The $436.3 increase in cash provided by operating activities in the first three months of 2027 was primarily driven by higher net income (loss) adjusted for noncash items in the current year and lower working capital requirements in 2027.

The cash required to fund working capital decreased compared to the prior year, primarily driven by a decrease in cash used for inventories,

reflecting a moderation in input cost inflation during the current year and lower inventory levels, as well as favorable changes in accounts payable and trade receivables driven by the timing of spend, cash payments, sales, and collections, partially offset by an unfavorable impact related to the timing of settling our derivative instruments.

Cash used for investing activities in the first three months of 2027 consisted primarily of $88.4 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities.

Cash used for investing activities in the first three months of 2026 consisted primarily of an increase of $126.7 in our derivative cash margin account balances and $84.3 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities.

Cash used for financing activities in the first three months of 2027 consisted primarily of an increase in net short-term repayments of $230.8 and dividend payments of $116.8.

Cash provided by financing activities in the first three months of 2026 consisted primarily of a net increase in short-term borrowings of $300.6, partially offset by dividend payments of $114.4.

Supplier Financing Program

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

As of January 31, 2026, and April 30, 2025, $296.1 and $340.4 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers.

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

As of July 31, 2026, and April 30, 2026, $336.1 and $325.1 of our outstanding payment obligations, respectively, 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.

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.

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.

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The Claim alleges the seller defendants made certain non-disclosures and misrepresentations to induce Hostess Brands to overpay for Voortman.

We are seeking damages of $109.0 CAD representing the amount of the aggregate liability of the Sellers for indemnification under the Purchase Agreement, $5.0 CAD in punitive or aggravated damages, interest, proceedings fees, and any other relief the presiding court deems appropriate.

We are seeking damages of $109.0 CAD representing the amount of the aggregate liability of the Sellers for indemnification under the Purchase Agreement, $5.0 CAD in punitive or aggravated

damages, interest, proceedings fees, and any other relief the presiding court deems appropriate.

A portion of any recovery will be shared with the RWI insurers.

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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 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.

Capital Resources

The following table presents our capital structure.

January 31, 2026 April 30, 2025

July 31, 2026 April 30, 2026

Current portion of long-term debt $ 150.0 $ 150.0

Short-term borrowings 193.5 420.9

Long-term debt 6,841.3 7,036.8

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

Total debt $ 6,737.8 $ 6,963.7

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

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

As of July 31, 2026, we had $193.5 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 4.00 percent.

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

For additional information on our long-term debt, sources of liquidity, and debt covenants, see Note 6:

Debt and Financing Arrangements.

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

Dividend payments were $116.8 and $114.4 in the first three months of 2027 and 2026, respectively, and dividends declared per share were $1.12 and $1.10 in the first three months of 2027 and 2026, respectively.

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

During the nine months ended January 31, 2026, we did not repurchase any common shares under a repurchase plan authorized by the Board.

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

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

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.

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.

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

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

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

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

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

federal and state income taxes were not significant.

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

As of July 31, 2026, total cash and cash equivalents of $33.1 was held by our foreign subsidiaries, primarily in Canada.

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

during the first three months of 2027.

Material Cash Requirements

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

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

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

NON-GAAP FINANCIAL MEASURES

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

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

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

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

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See page 21 for a reconciliation of net sales adjusted for certain noncomparable items to the comparable GAAP financial measure.

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

2026 2025 2026 2025

Three Months Ended July 31,

Gross profit reconciliation:

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Cost of products sold – special project costs

22.3 1.1 60.7 11.7

Adjusted gross profit $ 950.2 $ 743.2

Operating income (loss) reconciliation:

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

Operating income reconciliation:

Operating income $ 511.6 $ 45.6

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

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

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

Cost of products sold – special project costs

22.3 1.1 60.7 11.7

Other special project costs 0.6 6.0

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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

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

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

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Other special project costs 0.6 6.0

Other expense – special project costs 0.1 — 1.0 —

Other infrequently occurring items:

Other debt charges (gains) – net (A)

— (30.3) — (30.3)

Pension plan termination settlement charge (B)

Adjusted income before income taxes $ 457.0 $ 268.2

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Adjusted income $ 346.5 $ 203.4

Weighted-average shares – assuming dilution (C)

106.9 106.7 106.9 106.6

Adjusted earnings per share – assuming dilution (C)

Weighted-average shares outstanding – assuming dilution (A)

Adjusted earnings per share – assuming dilution (A)

$ 3.24 $ 1.90

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

For more information, see Note 8:

Debt and Financing Arrangements.

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

qualified defined benefit plans.

For more information, see Note 9:

Pensions and Other Postretirement Benefits.

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

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

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

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

For more information see Note 5:

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A discussion of our critical accounting estimates and policies can be found in the “Management’s Discussion and Analysis” section of our Annual Report on Form 10-K for the year ended April 30, 2026.

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

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

Furthermore, we also completed our long-range planning process during the third quarter of 2026, which resulted in a decrease in projected net sales and segment profit for the Sweet Baked Snacks segment, as compared to the projected financial information used in the previous impairment test during the fourth quarter of 2025.

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

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

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

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

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

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

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

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

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

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

There were no material changes to the information previously disclosed.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis