What changed in this filing

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Item 1A. Risk Factors

2025-10-28 compared with 2024-10-29 · 102 added, 68 removed, 452 unchanged (27% of the section changed)

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Adverse messaging in the media, including social media, or within certain influencer communities, relating to the marketing of nutritional snacking products or weight-related dietary programs may adversely affect the overall consumer impression of certain products, programs or brands, which may materially and adversely affect our business.

Approaches regarding nutritional approaches and healthy lifestyles are the subject of numerous studies and publications, often with differentiating views and opinions, some of which may be adverse to us.

Nutritional and healthy lifestyle approaches are the subject of numerous studies and publications, often with differentiating views and opinions, some of which may be adverse to us.

Conflicting scientific information on what constitutes good nutrition, or the benefits of certain dietary approaches may also materially and adversely affect our business.

Our success depends, in part, on our ability to advance sound nutrition research and to anticipate the tastes and dietary habits of consumers and other consumer trends and to offer products with marketing that appeals to their needs and preferences on a timely and affordable basis.

Adverse public opinion, third-party studies, or other allegations, whether or not valid, regarding the perceived or potential negative health effects of processing of ingredients in our products, such as concerns about the use of nutritive and non-nutritive sweeteners, seed oils, or other substances such as PFAS (per- and polyfluoroalkyl substances) chemicals in our ingredients or materials, may contribute to actual or threatened legal action against us, negative consumer perception of our products, new or increased taxes on our products, or additional government regulation, any of which may be costly and reduce their appeal.

Such risks may be increased if government officials make public statements about alleged risks purportedly associated with processing, particular ingredients used in our products, or unintentional contaminants that may be present in nature and are possibly measurable in trace amounts in our ingredients.

Our success depends, in part, on our ability to advance sound nutrition research and to anticipate the tastes and dietary habits of consumers and other consumer trends and to offer products with marketing that appeal to their needs and preferences on a timely and affordable basis.

A change in consumer discretionary spending, due to inflationary pressures, economic downturn or other reasons may also materially and adversely affect our sales, and our business, financial condition and results of operations.

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The nutritious snacking industry is large and intensely competitive.

Competitive factors in the nutritional snacking industry include product quality, taste, texture, brand awareness among consumers, nutritional content, the sourcing and degree of processing of ingredients, innovation of “on-trend” snacks, variety of snacks offered, allergen profile, grocery aisle placement, access to retailer shelf space, price, advertising and promotion, product packaging and package design.

We compete in this market against numerous multinational, regional and local companies principally based on our nutritional content, product taste and quality, our brand recognition and loyalty, marketing, advertising, price and the ability to satisfy specific consumer dietary needs.

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Views towards nutritional snacking, weight loss and management, and other nutritional approaches, are cyclical and trendy, with constantly changing consumer perceptions.

Besides remaining competitive through the quality of our products and consumer perceptions of the effectiveness of a low-carb, low-sugar and protein-rich eating approach, both our brands must continue to be viewed favorably, or our business and reputation may be materially and adversely affected.

Besides remaining competitive through the quality of our products and consumer perceptions of the effectiveness of a low-carb, low-sugar and protein-rich eating approach, our brands must continue to be viewed favorably, or our business and reputation may be materially and adversely affected.

If other nutritional approaches become more popular, or are generally perceived to be more effective, we may not be able to compete effectively.

In addition, public opinion on the use of chronic weight management medication continues to shift significantly as the popularity of clinical solutions grows and more weight management medications are approved by the FDA.

Moreover, the growing acceptance and use of medication to manage weight could negatively affect the demand for many types of food in general and our

Moreover, the growing acceptance and use of medication to manage weight could negatively affect the demand for many types of food in general and our products.

If the use of weight management medication becomes more popular and more widely used and we are unable to communicate effectively to consumers how our products can support achieving or maintaining their weight management goals, our business could be materially and adversely affected.

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Any increased competition from new entrants into the nutritional snacking industry or any increased success by existing competition could cause reductions in our sales, require us to reduce our prices, or both, which could materially and adversely affect our business, financial condition and results of operations.

Our operations are dependent on a global supply chain and the effects of supply chain constraints and inflationary pressure on us, or our suppliers could adversely affect our operating results.

Our operations are dependent on a global supply chain and the effects on us or our suppliers of supply chain constraints and inflationary pressures, including those related to tariffs, could adversely affect our operating results.

Our operations and the operations of our contract manufacturers have been, and may continue to be, affected by supply chain constraints and packaging, ingredient and labor challenges resulting in increased costs.

The continuing uncertain economic environment and macroeconomic and geopolitical events and trends may increase or prolong these risks.

In addition, current or future governmental policies or regulations or the effects on certain ingredients resulting from climate change or regulations associated with combating climate change may increase the risk of further inflation, which could further increase the costs of ingredients, packaging and finished goods for our business.

In addition, current or future governmental policies or regulations, which include the imposition of tariffs, or the effects on certain ingredients resulting from climate change or regulations associated with combating climate change may increase the risk of further inflation, which could further increase the costs of ingredients, packaging and finished goods for our business.

Similarly, if costs of goods and labor continue to increase, our suppliers may continue to seek price increases from us.

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Even though we continue to work to alleviate supply chain constraints through various measures, we cannot predict the effect of these constraints on the timing of revenue and operating costs of our business in the near future.

Supply chain challenges and supply chain constraints relating to ingredients, freight and packaging, including cost inflation, have negatively affected our gross margins and profitability in the past and may continue to have a negative effect on our future operating results and profitability.

Supply chain challenges and supply chain constraints relating to ingredients, freight and packaging, including cost inflation in general and as related to tariffs, have negatively affected our gross margins and profitability in the past and may continue to have a negative effect on our future operating results and profitability.

In addition, p rolonged unfavorable economic conditions, including because of recession or slowed economic growth, labor strikes, or public health outbreaks, endemics or pandemics, may have an adverse effect on our sales and profitability.

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However, we may fail to accomplish this.

We expect to continue focusing on nutritional snacking and intend to add additional brands to our product portfolio, such as OWYN, which we acquired during fiscal year 2024.

We expect to continue focusing on nutritional snacking and intend to add additional brands to our product portfolio.

Our ability to expand successfully our nutritional snacking brands and other growth strategies depends on, among other things, our ability to identify, and successfully cater to, new demographics and consumer trends, develop new and innovative products, identify and acquire additional product lines and businesses, secure shelf space in grocery stores, wholesale clubs and other retailers, increase consumer awareness of our brands, enter into distribution and other strategic arrangements with third-party retailers and other potential distributors of our products, and compete with numerous other companies and products.

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If we cannot identify and capture new audiences and demographics for our brands, our ability to integrate additional brands successfully will be adversely affected.

We may also not succeed in evolving our advertising and other efforts to appeal to our target consumers.

Accordingly, we may not be able to successfully implement our growth strategies, expand the number of our brands, or continue to maintain growth in our sales at our current rate, or at all.

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New product sales represent a growing and important portion of our net sales.

To respond to new and evolving consumer demands, achieve market acceptance and keep pace with new nutritional, scientific, technological and other developments, we must constantly introduce new and innovative products into the market, some of which may not be accepted by consumers, may be sent to market prematurely, or may contravene our taste or texture standards.

Accordingly, we may fail in timely developing, introducing, or marketing any new or enhanced products.

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Our growth may be limited if we cannot maintain or secure additional shelf or retail space for our products in brick-and-mortar retailers.

Our results depend on our ability to drive revenue growth, in part, by maintaining and expanding the distribution channels for our products.

Our results depend on our ability to drive revenue growth, in part, by maintaining and expanding the distribution for our products.

Our ability to do so may be limited by an inability to secure new retailers or maintain or add shelf and retail space for our products.

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There can be no assurance that retailers will provide sufficient, or any, shelf space, nor that online retailers will provide online access to, or adequate product visibility on, their platform to enable us to meet our growth objectives.

Recently, the Atkins brand has seen a reduction of retailer shelf space and total points of distribution, which has, and we expect to continue to have, a negative effect on Atkins’ net sales.

Unattractive placement or pricing may put our products at a disadvantage compared to those of our competitors.

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For example, negative third-party research or media reports on our nutritional approach, use of ingredients or the quality of our food, whether accurate or not, may adversely affect consumer perceptions, which could cause the value of our brands to suffer and adversely affect our business.

In addition, if we recall certain products, including licensed products over which we may not have full quality control, the public perception of the quality of our food may be diminished.

In addition, if we

recall certain products, including licensed products over which we may not have full quality control, the public perception of the quality of our food may be diminished.

We may also be adversely affected by news or other negative publicity, regardless of accuracy, regarding other aspects of our business, such as:

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This negative publicity could materially and adversely affect our brands and reputation and our revenue and profits.

Negative information, including inaccurate information, about us on social media may harm our reputation and brands, which could have a material and adverse effect on our business, financial condition and results of operations.

There has been a marked increase in using social media platforms and similar channels that provide individuals with access to a broad audience of consumers and other interested persons.

The availability of information on social media platforms is virtually immediate, as is its effect.

Negative information, including inaccurate information, about us on social media or online applications that report on the nutritional value of products may harm our reputation and brands, which could have a material and adverse effect on our business, financial condition and results of operations.

There has been a marked increase in using social media platforms and similar channels and online applications that provide individuals with access to a broad audience of consumers and other interested persons and access to commentary or ratings on the nutritional value of products.

The availability of this information is virtually immediate, as is its effect.

Many social media platforms provide the content their subscribers and participants post, often without filters or checks on accuracy of the content posted.

In addition, many online applications that provide ratings of the nutritional value of products present their ratings with a particular viewpoint that may not be understood by consumers.

The opportunity for dissemination of information, including inaccurate information, is potentially limitless.

Information about our business and/or products may be circulated on such platforms at any time.

Negative views regarding our products and the efficacy of our eating approaches have been posted on various social media platforms, may continue to be posted in the future, and are out of our control.

Information about our business and/or products may be circulated on such platforms or through such applications at any time.

Negative views regarding our products and the efficacy of our eating approaches have been posted on various social media platforms and ranking applications, may continue to be posted in the future, and are out of our control.

Regardless of their accuracy or authenticity, such information and views may be adverse to our interests and may harm our reputation and brands.

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We also consistently evaluate our product lines to determine whether to redesign or discontinue certain products.

Redesigning or discontinuing products may increase our profitability but could reduce our sales and cause consumers to shop other brands.

Redesigning or discontinuing products may increase our profit margin but could reduce our sales and cause consumers to shop other brands.

The reformulation or discontinuation of product lines may have an adverse effect on our business, financial condition and results of operations.

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Pandemics, epidemics or disease outbreaks have in the past and may in the future disrupt our business, including, among other things, consumption and trade patterns, our supply chain and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations.

The actual or perceived effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern, such as COVID-19, could negatively affect our operations, liquidity, financial condition and results of operations.

The actual or perceived effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern, could negatively affect our operations, liquidity, financial condition and results of operations.

Pandemics, epidemics or disease outbreaks may affect demand for our products because quarantines or other government restrictions on movement may cause erratic consumer purchase behavior.

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Even the perceived risk of infection or health risk may adversely affect traffic to our store-based retail customers and, in turn, our business, liquidity, financial condition and results of operations, particularly if any mobility restrictions are in place for significant time.

The spread of pandemics, epidemics or disease outbreaks such as COVID-19 may also disrupt our third-party business partners’ ability to meet their obligations to us, which may negatively affect our operations.

The spread of pandemics, epidemics or disease outbreaks may also disrupt our third-party business partners’ ability to meet their obligations to us, which may negatively affect our operations.

These third parties include those who supply our ingredients, packaging, and other necessary operating materials, contract manufacturers, distributors, and logistics and transportation services providers.

For example, the operations of several of our contract manufacturers were affected by the COVID-19 pandemic’s effect on the availability of labor.

Ports and other channels of entry may be closed or operate at only a portion of capacity, as workers may be prohibited or otherwise unable to report to work and means of transporting products within regions or countries may be limited for the same reason.

Because of the COVID-19 pandemic, transport restrictions were put in place and global supply was constrained, each of which caused price increases or shortages of certain ingredients and raw materials used in our products.

Further, our contract manufacturers’ ability to manufacture our products was, and may again in the future be, impaired by disruption to their employee staffing, procurement, manufacturing, or warehousing capabilities because of COVID-19 or similar outbreaks.

As a result of such events, ports and other channels of entry may be closed or operate at only a portion of capacity, as workers may be prohibited or otherwise unable to report to work and means of transporting products within regions or countries may be limited for the same reason.

For example, the operations of several of our contract manufacturers were affected by the COVID-19 pandemic’s effect during fiscal years 2020 and 2021 on the availability of labor.

During the COVID-19 pandemic, transport restrictions were put in place and global supply was constrained, each of which caused price increases or shortages of certain ingredients and raw materials used in our products.

Our results of operations depend on, among other things, our ability to maintain and increase sales volume with our existing customers, to attract new consumers and to provide products that appeal to consumers at prices they are willing and able to pay.

Our ability to implement our innovation, advertising, display and promotion activities designed to maintain and increase our sales volumes on a timely basis may be negatively affected because of modifications to retailer shelf reset timing or retailer pullback on in-store display and promotional activities during pandemic or similar situations.

Retailers may also alter their normal inventory receiving and product restocking practices during pandemics, epidemics or disease outbreaks such as COVID-19, which may negatively affect our business.

Workforce limitations and travel restrictions resulting from pandemics, epidemics or disease outbreaks such as COVID-19 and related government actions may affect many aspects of our business.

Retailers may also alter their normal inventory receiving and product restocking practices during pandemics, epidemics or disease outbreaks, which may negatively affect our business.

Workforce limitations and travel restrictions resulting from pandemics, epidemics or disease outbreaks and related government actions may affect many aspects of our business.

If a significant percentage of our workforce cannot work or we cannot visit our contract manufacturers’ locations, including because of illness, travel or government restrictions related to pandemics or disease outbreaks, our operations may be negatively affected.

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Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns.

We believe the effects on consumer demand and shopping behavior because of the COVID-19 pandemic could continue, including because of new virus variants and the effect these variants have on consumer shopping patterns.

Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any pandemic, epidemic or disease outbreak, and third-party actions taken to contain its spread and mitigate public health effects.

Risks Related to our Operating Model

Ingredient and packaging costs are volatile and may rise significantly, which may negatively affect the profitability of our business.

Ingredient and packaging costs are volatile and may rise significantly for a variety of reasons, many of which are outside our control, which may negatively affect the profitability of our business.

We source ingredients and packaging from a variety of vendors and suppliers, including domestic and international sources.

We negotiate the prices for large quantities of core ingredients, such as nuts, protein, fiber and packaging materials.

Several ingredients are farmed or manufactured outside of the United States.

Costs of ingredients and packaging are volatile and can fluctuate due to conditions difficult to predict, including global competition for resources, fluctuations in currency and exchange rates, weather conditions, the effects of climate change, natural or man-made disasters, consumer demand, geopolitical events, and changes in governmental trade and agricultural programs and environmental regulations affecting the production or manufacturing of ingredients and packaging.

Volatility in the prices of the core ingredients and other supplies we purchase increased in recent fiscal years and, while these price increases have begun to moderate for some core ingredients and other supplies, we anticipate increases in the cost of certain core ingredients and supplies during fiscal year 2025.

Costs of ingredients and packaging are volatile and can fluctuate due to conditions difficult to predict, including global competition for resources, fluctuations in currency and exchange rates, weather conditions, the effects of climate change, natural or man-made disasters, consumer demand, geopolitical events, and changes in governmental trade, including the imposition of tariffs in the United States, and agricultural programs and environmental regulations affecting the production or manufacturing of ingredients and packaging.

ingredients and supplies during fiscal year 2026.

We also anticipate increases in the cost of certain core ingredients and supplies during fiscal year 2026.

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Business Trends.”

United States trade policies, including tariffs, and potential related actions by other countries are all outside of our control and may affect our financial condition or results of operations.

Recently, the United States announced tariffs on imports from a broad range of countries, including the European Union, Canada, Mexico, and China, which we anticipate will cause inflationary pressures and higher costs on certain of our ingredients and packaging and imports from the affected countries during fiscal year 2026.

If maintained, the announced tariffs, as well as related measures that could be taken by other countries and the potential escalation of trade disputes, are expected to affect our business and results of operations.

The extent and duration of the tariffs and the resulting effect on general economic conditions and on our business as a result of increases in prices for ingredients and packaging we import or our suppliers and vendors purchase to produce these items that we acquire through our supply chain are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products.

Our attempts to potentially offset these pressures through increases in the selling prices of some of our products or cost savings initiatives may not be successful and may result in reductions in sales volume or profitability.

To the extent that price increases or cost savings initiatives are not sufficient to offset increased costs, and/or if they result in significant decreases in sales volume or profitability, our business, financial condition, or operating results may be adversely affected.

We do not use hedges for availability of any core ingredients or packaging.

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Certain of our core ingredient contracts have minimum volume commitments that could require purchases without matching revenue during weaker sales periods.

Future core ingredient and packaging prices may be affected by new laws or regulations, tariffs, suppliers’ allocations to other purchasers, interruptions in production by suppliers, natural disasters, volatility in the price of crude oil and related petrochemical products and changes in exchange rates.

Future core ingredient and packaging prices may be affected by new laws or regulations, tariffs, suppliers’ allocations to other purchases, interruptions in production by suppliers, natural disasters, volatility in the price of crude oil and related petrochemical products and changes in exchange rates.

Shortages or interruptions in the supply or delivery of our core ingredients, packaging, products or equipment we purchase could materially and adversely affect our operating results as we rely on a limited number of third-party suppliers to supply our core ingredients and packaging and a limited number of contract manufacturers to manufacture our products.

The core ingredients used in manufacturing our products include nuts, protein and fiber.

We rely on a limited number and in certain cases single third-party suppliers to provide these core ingredients, a portion of which are international companies.

There may be a limited market supply of any of these core ingredients.

We rely on a limited number and in certain cases single third-party suppliers to provide our core ingredients, a portion of which are international companies.

There may be a limited market supply of any of our core ingredients.

Any disruption in supply could materially and adversely affect our business, particularly our profitability and margins.

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We may not be able to identify and qualify new suppliers of core ingredients promptly, which could adversely affect our ability to make timely deliveries of products.

Additionally, we may be adversely affected if suppliers stop selling to us or enter into arrangements that impair their abilities to provide us with core ingredients and packaging.

Additionally, we may be adversely affected if suppliers stop selling to us or enter arrangements that impair their abilities to provide us with core ingredients and packaging.

We rely on a limited number of contract manufacturers to manufacture our products.

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Furthermore, we may be unable to negotiate pricing or other terms with existing or new manufacturers as favorable as what we currently enjoy.

In addition, there is no guarantee a new manufacturing partner could accurately replicate the production process and taste profile of the existing products.

In addition, there

is no guarantee a new manufacturing partner could accurately replicate the production process and taste profile of the existing products.

In addition, occasionally we determine to select new contract manufacturers to replace existing manufacturers to produce our products.

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It could take a significant period of time to locate and qualify such alternative production sources or alternative ingredients or packaging, which could materially and adversely affect our business.

If having our products available for consumer purchase through our retail customers is disrupted because of an inability to obtain ingredients or packaging, labor challenges at our logistics providers or our contract manufacturers, or if our customers experience delays in stocking our products in their locations, we will experience a reduction in sales at retail and our results of operations could be material and adversely affected.

If having our products available for consumer purchase through our retail customers is disrupted for any reason, including because of an inability to obtain ingredients or packaging, labor challenges at our logistics providers or our contract manufacturers, or if our customers experience delays in stocking our products in their locations, we may experience a reduction in sales at retail and our results of operations could be material and adversely affected.

We rely in large part on our third-party contract manufacturers to maintain the quality of our products.

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A widespread recall or withdrawal of any of ours or licensed products may negatively and significantly affect our sales and profitability and could cause significant losses depending on the costs of the recall, destruction of product inventory, reduction in product availability, and reaction of competitors and consumers.

We may be subject to claims or lawsuits, including class actions lawsuits (which could significantly increase any adverse settlements or rulings) or judgments, resulting in liability for actual or claimed injuries, illness or death.

We may be subject to claims or lawsuits, including class actions lawsuits which may result in liability for actual or claimed injuries, illness, death, damages, or reimbursements.

Any of these events could materially and adversely affect our business, financial condition and results of operations.

Whether or not a claim or lawsuit is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential consumers and our corporate and brand image.

Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution we may have against others.

Whether or not a claim or lawsuit is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness, injury, or damages could adversely affect our reputation with existing and potential consumers and our corporate and brand image.

Moreover, claims or liabilities of this sort might not be covered by our available insurance or by any rights of indemnity or contribution we may have against others.

We maintain product liability insurance in an amount we believe to be adequate.

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A substantial amount of our sales are generated from a limited number of retailers.

Sales to our largest retailer customer, Walmart Inc., represented approximately 31% of consolidated sales in fiscal year 2024, of which approximately 23% is through their mass retail channel and approximately 8% is through their Sam’s club and e-commerce channels.

Sales to our largest retailer customer, Walmart Inc., represented approximately 31% of consolidated sales in fiscal year 2025, with approximately 24% through their mass retail channel and approximately 7% through their Sam’s Club and e-commerce channels.

Sales to our next largest retailer, Amazon, represented approximately 18% of consolidated sales in fiscal year 2025.

No other customer represents more than 10% of sales.

Although the composition of our significant retailers may vary from period to period, we expect most of our sales will continue to come from a relatively small number of retailers for the foreseeable future.

These retailers may take actions that affect us for reasons we cannot anticipate or control, such as their financial condition, changes in their business strategy or operations, including their inability to meet their labor or other human capital needs, the perceived quality of their products and introducing competing products.

There can be no assurance that Walmart or Amazon or our other significant customers will continue to purchase our products in the same quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing.

There can be no assurance that Walmart or Amazon or our other

significant customers will continue to purchase our products in the same quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing.

During fiscal year 2025, Walmart reduced the number of Atkins products it carries in its stores and in the future may continue to reduce the total assortment of Atkins products it carries.

Our retailers rarely provide us with firm, long- or short-term volume purchase commitments.

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The loss of, a disruption in or an inability to efficiently operate our fulfillment network could materially and adversely affect our business, financial condition, and results of operations.

operations, we utilize distribution centers in Greenfield, Indiana, Greenwood, Indiana, Romeoville, Illinois and Hackettstown, New Jersey.

operations, we utilize distribution centers in Greenfield, Indiana.

A substantial portion of our inventory is shipped directly to our retailers from these centers by a third-party logistics provider.

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In addition, because we rely on few contract manufacturers for most of our manufacturing needs and because our distribution warehouses are all in a similar geographic location, adverse weather conditions could affect the ability for those third-party operators to manufacture, store or move our products.

Climate Change, or legal, regulatory or market measures to address climate change, may negatively affect our business and operations.

There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.

If such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as whey, cocoa and palm or other plant-based oils.

Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, or disrupt production schedules.

The physical effects and transitional costs of climate change and the legal, regulatory or market initiatives to address climate change could have a negative effect on our business, financial condition, and results of operations.

There is an increased focus by regulatory and legislative bodies regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies, and sustainability.

Increased compliance costs and expenses because of climate change and additional legal or regulatory requirements regarding climate change that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment may cause disruptions in, or an increase in the costs associated with, our business.

Moreover, compliance with any such legal or regulatory requirements may require us to make significant changes in our business operations and strategy, which will likely require us to devote substantial time and attention to these matters and cause us to incur additional costs.

Even if we make changes to align ourselves with such legal or regulatory requirements, we may still be subject to significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with our practices.

The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse effect on our business and results of operations.

We intend to grow through mergers and acquisitions or joint ventures, and we may not successfully integrate, operate or realize the anticipated benefits of such business combinations.

As part of our strategic initiatives, we intend to pursue acquisitions or joint ventures, such as the OWYN Acquisition we completed during fiscal year 2024.

As part of our strategic initiatives, we intend to pursue acquisitions or joint ventures.

Our acquisition strategy is based on identifying and acquiring brands with products that complement our existing products and identifying and acquiring brands in new categories and new geographies to expand our platform of nutritional snacks and potentially other food products.

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Acquisitions involve numerous risks and uncertainties, including intense competition for suitable acquisition targets, which could increase target prices and/or materially and adversely affect our ability to consummate deals on favorable terms, the potential unavailability of financial resources necessary to consummate acquisitions, the risk we improperly value and price a target, the potential inability to identify all of the risks and liabilities inherent in a target company or assets notwithstanding our diligence efforts, the diversion of management’s attention from the day-to-day operations of our business and additional strain on our existing personnel, increased leverage resulting from the additional debt financing that may be required to complete an acquisition, dilution of our net current book value per share if we issue additional equity securities to finance an acquisition, difficulties in identifying suitable acquisition targets or in completing any transactions identified on sufficiently favorable terms and the need to obtain regulatory or other governmental approvals that may be necessary to complete acquisitions.

Any future acquisitions may pose risks associated with entry into new geographic markets, including outside the United States and our current international markets, distribution channels, lines of business or product categories, where we may not have significant prior experience and where we may not be as successful or profitable as we are in businesses and geographic regions where we have greater familiarity and brand

Potential acquisitions may entail significant transaction costs and require significant management time and distraction from our core business, even where we cannot consummate or decide not to pursue a particular transaction.

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Failure to manage these acquisition growth risks could have an adverse effect on our business.

We may not realize the expected benefits of the OWYN acquisition because of integration difficulties and other challenges.

We completed the OWYN Acquisition in June 2024.

The success of the OWYN acquisition will depend, in part, on our ability to realize all or some of the anticipated benefits from integrating OWYN’s business with our existing businesses.

We may not realize the expected benefits of acquisitions, including the OWYN acquisition, because of integration difficulties and other challenges.

We have historically seen growth in our business through acquisitions of complementary products and businesses.

For example, we completed the OWYN Acquisition in June 2024.

The success of acquisitions, including the OWYN acquisition, will depend, in part, on our ability to realize all or some of the anticipated benefits from integrating these acquired businesses with our existing business.

The integration process may be complex, costly and time-consuming.

The difficulties of integrating the operations of OWYN’s business include, among others:

The difficulties of integrating the operations of an acquired business, including OWYN,

consist of, among others:

• failure to implement our business plan for the combined business;

• unanticipated issues in integrating co-manufacturing, logistics, information, communications and other systems;

• possible inconsistencies in standards, controls, procedures and policies, and compensation structures between OWYN’s structure and our structure;

• possible inconsistencies in standards, controls, procedures and policies, and compensation structures between the acquired structure and our structure;

• failure to retain key employees, customers and suppliers;

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• the complexities associated with integrating personnel from another company;

• operating risks inherent in OWYN’s business and our business;

• operating risks inherent in the acquired company’s business and our business;

• diversion of management's attention from other business concerns;

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We may not be able to maintain the levels of net sales, earnings or operating efficiency that each company had achieved historically or might achieve separately.

In addition, we may not accomplish the integration of OWYN’s business smoothly, successfully or within the anticipated costs or timeframe.

In addition, we may not accomplish the integration of an acquired business smoothly, successfully or within the anticipated costs or timeframe.

If we experience difficulties with the integration process, the anticipated benefits of the acquisition may not be realized fully, or at all, or may take longer to realize than expected.

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Any legal action we may bring to protect our brand and other intellectual property could be unsuccessful, result in substantial costs and could divert management’s attention from other business concerns.

successful claim of trademark, copyright or other intellectual property infringement, misappropriation, or other violation against us could prevent us from providing our products or services or could require us to redesign or rebrand our products or packaging if we cannot license such third-party intellectual property on reasonable terms.

A successful claim of trademark, copyright or other intellectual property infringement, misappropriation, or other violation against us could prevent us from providing our products or services or could require us to redesign or rebrand our products or packaging if we cannot license such third-party intellectual property on reasonable terms.

Certain of our intellectual property licenses have fixed terms, and even for those that do not, we cannot guarantee all our intellectual property licenses will remain in effect indefinitely.

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Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss and outages, telecommunications failure or other catastrophic events and from internal and external security breaches, viruses and other disruptive problems.

The failure of these systems to operate effectively, whether from maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems, could result in interruptions or delays in our operations, reduce efficiency or negatively affect our operations.

The failure of these systems to

operate effectively, whether from maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems, could result in interruptions or delays in our operations, reduce efficiency or negatively affect our operations.

If our information technology systems fail and our redundant systems or disaster recovery plans are not adequate to address such failures, or if our business interruption or cyber-security insurance does not sufficiently compensate us for any losses we may incur, our revenue and profits could be reduced, and the reputation of our brand and our business could be materially adversely affected.

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Conflicts between state and federal law regarding definitions of our core ingredients, and labeling requirements, may lead to non-compliance with state and local regulations.

For example, certain states may maintain narrower definitions of certain ingredients, and more stringent labeling requirements, of which we are unaware.

Any non-compliance at the state or local level could materially and adversely affect our business, financial condition and results of operations.

For example, certain states may maintain narrower definitions of certain ingredients, and more stringent labeling requirements that we are unable to timely implement, or which may cause confusion for consumers.

Any non-compliance at the state or local level or resulting from confusion or decrease in appeal with consumers could materially and adversely affect our business, financial condition and results of operations.

Our advertising is regulated for accuracy, and if our advertising is determined to be false or misleading, we may face fines or sanctions.

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There is an additional risk that potential litigation may lead to adverse publicity, consumer confusion, distrust and additional legal challenges for us.

Should we become subject to related or additional unforeseen lawsuits, including claims related to our products, labeling or advertising, which may vary under state and federal rules and regulations, consumers may avoid purchasing our products or seek alternative products, even if the basis for the claims against us is unfounded.

Should we become subject to related or additional lawsuits, including claims related to our products, labeling or advertising, which may vary under state and federal rules and regulations, consumers may avoid purchasing our products or seek alternative products, even if the basis for the claims against us is unfounded.

Risks Related to our Capital Structure

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Any failure to comply with the restrictions of the credit facilities may cause an event of default.

The credit facilities governing our existing debt arrangements bear interest at variable rates.

The credit facilities governing our existing debt arrangements

bear interest at variable rates.

If market interest rates increase, variable rate debt will create higher debt service requirements, which could materially and adversely affect our cash flow.

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however, we still rely on certain manual processes and procedures that may not scale proportionately with our business growth.

Our systems will continue to require automation, modifications and improvements to respond to current and future changes in our business.

Our systems will continue to require automation, modifications and improvements to respond to

current and future changes in our business.

Failure to implement promptly appropriate internal systems, procedures and controls could materially and adversely affect our business, financial condition and results of operations.

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The occurrence of, or failure to remediate, any material weakness we have identified or any other material weakness could result in our failure to maintain compliance with legal requirements, including Section 404 of the Sarbanes-Oxley Act and rules regarding timely filing of periodic reports, in addition to applicable stock exchange listing requirements, could cause investors to lose confidence in our financial reporting and could have an adverse effect on our the market price of our common stock.

We may be required to recognize impairment charges that could materially affect our financial results.

We assess our noncurrent assets, including trademarks, goodwill and other intangible assets, and other long-lived assets, as and when required by accounting principles generally accepted in the United States to determine whether they are impaired and, if they are, we record appropriate impairment charges.

We have recorded, and we may be required to record in the future, significant impairment charges and, if we do so, our net income could be materially adversely affected.

Refer to Note 5, Goodwill and Intangibles, for additional information regarding the Company’s impairment assessments and related impairment charges recorded during fiscal year 2025.

Our only significant asset is ownership of 100% of Atkins Intermediate Holdings, LLC and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

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Distributors and retailers may become more conservative in their ordering in response to these conditions and seek to reduce their inventories.

Our results of operations depend on, among other things, our ability to maintain and increase sales volume with our existing distributors and retailers, to attract new consumers and to

provide products that appeal to consumers at prices they are willing and able to pay.

Our results of operations depend on, among other things, our ability to maintain and increase sales volume with our existing distributors and retailers, to attract new consumers and to provide products that appeal to consumers at prices they are willing and able to pay.

Prolonged unfavorable economic conditions may have an adverse effect on our sales and profitability.

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Our international business is small compared to our U.S.

business, and as a result, our operations are more spread out which can add to our costs and limit our ability to react effectively and timely to adverse events.

business, and as a result, our operations are more spread out which

can add to our costs and limit our ability to react effectively and timely to adverse events.

We cannot be certain that we can enter and successfully compete in additional foreign markets or that we can continue to compete in the foreign markets in which we currently operate.

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and Canadian political environments, in particular.

We operate primarily in the U.S.

and Canada, and we ship a large number of products between the U.S.

Adverse changes to trade agreements, import or export regulations, customs duties or tariffs by either or both governments may have a negative effect on our business, financial conditions and results of operations.

We operate primarily in the United States, and we ship a large number of products between the U.S.

Adverse changes to trade agreements, import or export regulations, customs duties or tariffs, including exemptions to customs duties or tariffs by either or both governments may have a negative effect on our business, financial conditions and results of operations.

Our international operations expose us to fluctuations in exchange rates, which may materially and adversely affect our operating results.

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dollar will adversely affect our profitability.

Furthermore, the substantial majority of our revenue is generated domestically, while a substantial portion of our third-party manufacturing is completed in Canada.

Furthermore, the substantial majority of our revenue is generated domestically, while a portion of our third-party manufacturing is completed in Canada.

dollar weakness may therefore materially and adversely affect revenue and cash flows while also increasing supply and manufacturing costs.

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As a result, certain of our stockholders, directors and their respective affiliates are not prohibited from operating or investing in competing businesses.

We therefore may find ourselves in competition with certain of our stockholders, directors or their respective affiliates,

and we may not know of, or be able to pursue, transactions that could potentially be beneficial to us.

We therefore may find ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not know of, or be able to pursue, transactions that could potentially be beneficial to us.

Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively affect our business or prospects.

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

What changed 10-K

Item 1A. Risk Factors