10-K 0000091419-26-000050 (2026-06-09) vs 10-K 0000091419-25-000056 (2025-06-18)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 11,186 |
17.6% |
| MD&A | Item 7 | 9,115 |
30.2% |
| Legal Proceedings | Item 3, via Note 16 – Contingencies | 641 |
24.5% |
| Accounting Policies | Item 8, Note 1 – Accounting Policies | 4,306 |
9.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 390 words changed in this paragraph; it is 31% similar to last year's version.
During the fourth third quarter of 2025, we 2026, both net sales and segment profit continued to underperform as compared to plan for the Sweet Baked Snacks reportable segment, reflecting sustained challenges in both the sweet baked goods category, ongoing executional and operating challenges, and the impact of a dynamic macroeconomic environment, inclusive of continued pressures on consumer discretionary spending and an evolving regulatory environment. Furthermore, we also completed our long-range planning process during the third quarter of 2026, which resulted in a decrease in projected net sales and segment profit for the Sweet Baked Snacks reportable segment as a result of ongoing performance challenges from a distribution, merchandising, and competitive standpoint and sustained challenges compared to the projected financial information used in the sweet baked goods category. Performance previous impairment test during the fourth quarter of 2025 reflected the impact 2025. The declines are reflective of a dynamic macroeconomic environment, inclusive of a reduction in discretionary consumer spending both near-term underperformance and the changing regulatory environment. Furthermore, in conjunction with the recently announced leadership transition, we re-evaluated the strategic priorities long-term expectations for the Sweet Baked Snacks segment to drive growth for the Hostess brand, with a focus on strengthening our portfolio, elevating our execution, and refocusing our strategy to reignite sustainable growth. Following the leadership transition, we revised our financial plan for 2026 as compared to prior expectations, reflecting near-term underperformance, an evolving macroeconomic environment, and updated Sweet Baked Snacks strategic priorities, inclusive of the recently announced closure of the Indianapolis, Indiana manufacturing facility in 2026. The updated financial plan reflects decreased both net sales and segment profit, as compared driven by the sustained reduction in consumer discretionary income due to inflationary pressures and an overall shift in consumer sentiment related to sweet baked goods. In addition, the projections used in the annual impairment review. The overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category since acquisition, category, led to a further reduction of the forecasted projected long-term growth rate and royalty rate for the Sweet Baked Snacks reporting unit. As a result of these declines and the narrow differences between estimated fair values and carrying values as of the annual assessment date, we performed an interim impairment assessment of the Sweet Baked Snacks reporting unit that indicated an estimated fair value significantly below the carrying value of the reporting unit. We also performed an interim impairment assessment of the Hostess brand indefinite-lived trademark. As a result of these assessments, we recognized total pre-tax impairment charges of $980.0 during the fourth quarter of 2025, of which $867.3 and $112.7 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively. These charges were included as noncash charges in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.
Source: Item 1A, 10-K 0000091419-26-000050 vs Item 1A, 10-K 0000091419-25-000056
MD&A 323 words changed in this paragraph; it is 36% similar to last year's version.
On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands. Brands, a manufacturer and marketer of sweet baked goods brands, including Hostess Donettes, Twinkies, CupCakes, DingDongs, Zingers, CoffeeCakes, HoHos, Mini Muffins, and Fruit Pies, and the Voortman cookie brand at the acquisition date. In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana; and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois at the acquisition date. The total purchase consideration in connection with the acquisition was $5.4 billion, which reflects an exchange offer of all outstanding shares of Hostess Brands common stock at a price of $34.25 per share, consisting of $30.00 in cash and 0.03002 shares of our common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date. The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2. In addition, we paid $3.9 billion in cash, net of cash acquired, and assumed $991.0 of debt from Hostess Brands and $67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards. New debt of $5.0 billion was borrowed, consisting of $3.5 billion in Senior Notes, an $800.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”), and $700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the acquisition. Hostess Brands is a manufacturer and marketer of sweet baked goods brands including Hostess Donettes, Twinkies, CupCakes, DingDongs, Zingers, CoffeeCakes, HoHos, Mini Muffins, and Fruit Pies, and the Voortman cookie brand at the acquisition date. In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana; and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois at the acquisition date. During 2025, the acquired business contributed net sales of $1,178.8. We anticipate cost synergies of approximately $100.0, which are expected to be achieved by the end of 2026. To date, we have achieved cost synergies of approximately $86.0, of which approximately $75.0 was achieved during 2025. For additional information, refer to Note 2: Acquisition.
Source: Item 7, 10-K 0000091419-26-000050 vs Item 7, 10-K 0000091419-25-000056
Accounting Policies 141 words changed in this paragraph; it is 55% similar to last year's version.
Recently Issued Accounting Standard Standards Not Yet Adopted: In November 2024, September 2025, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 220-40): Disaggregation of Income Statement Expenses. 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2024-03 2025-06 will provide investors with more decision-useful information about an entity’s expenses modernize the accounting guidance for the costs to develop software for internal use by improving disclosures on income statement expenses. removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this ASU will require public business requires entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. begin capitalizing software costs when management authorizes and commits to funding the software project and it is probable that the project will be completed and the software will be used for its intended purpose. It will be effective for our annual period beginning May 1, 2027, and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective dates date on either a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.
Source: Item 8, Note 1 – Accounting Policies, 10-K 0000091419-26-000050 vs Item 8, Note 1 – Accounting Policies, 10-K 0000091419-25-000056
Legal Proceedings 87 words changed in this paragraph; it is 63% similar to last year's version.
Class Action Lawsuits: We are defendants in a series of putative class action lawsuits that were transferred to the United States District Court for the Western District of Missouri for coordinated pre-trial proceedings. The plaintiffs assert claims arising under various state laws for false advertising, consumer protection, deceptive and unfair trade practices, and similar statutes. Their claims are premised on allegations that we have misrepresented the number of servings that can be made from various canisters of Folgers coffee on the packaging for those products. The outcome and the financial impact of these cases, if any, cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of April 30, 2025, and the likelihood of loss is not considered probable or reasonably estimable. 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.
Source: Item 3, via Note 16 – Contingencies, 10-K 0000091419-26-000050 vs Item 3, via Note 16 – Contingencies, 10-K 0000091419-25-000056
Every change, by type
Sentences and paragraphs of SJM's Risk Factors and MD&A, 10-K 2026-06-09 against 10-K 2025-06-18.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
In particular, the anticipated benefits of our acquisition of Hostess Brands depend in part on our ability to maintain operational stability and continue executing ongoing optimization initiatives. The Hostess Brands business has been substantially integrated into our operations; however, managing a larger and more complex organization requires continued management attention. We may encounter execution-related challenges or be affected by adverse economic, market, consumer trends, or other conditions that could limit our ability to fully realize the anticipated long-term benefits of the acquisition, which could adversely affect our results of operations or cash flows, delay or reduce the accretive impact of the transaction, and negatively impact the market price of our common shares.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedRisk Factors
employees who leave or to offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedRisk Factors
We could be subject to adverse publicity or claims from consumers or other stakeholders.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedRisk Factors
Market perceptions and stakeholder engagement may impact our stock price and business.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedRisk Factors
Our stock price may be influenced by a variety of factors, including stakeholder sentiment regarding our industry or Company and differing perspectives on our strategy, governance, or capital allocation. Stakeholders may from time to time engage with us or express perspectives on these matters, which may require management and Board attention and could impact public perceptions about the Company. These factors could adversely affect our business, financial condition, and results of operations.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedRisk Factors
Geopolitical conflicts and evolving international trade and regulatory conditions have adversely affected, and may continue to adversely affect, the global economy and financial markets. Governments in various jurisdictions have implemented, and may continue to implement, sanctions, trade restrictions, export controls, or other regulatory measures that can disrupt global supply chains and increase costs. While we do not have operations in regions experiencing geopolitical conflict, these conditions have contributed to, and may continue to contribute to, the volatility in the availability and cost of raw materials, transportation, and energy. Prolonged or escalating geopolitical conflicts could also result in cyber incidents, further supply chain disruptions, reduced consumer confidence and demand, foreign currency exchange rate volatility, and additional barriers to international trade. Any of these factors could adversely affect our business, financial condition, results of operations, or cash flows, and may exacerbate other risks described in this section.
Read it in 10-K 2026-06-09 at sec.gov ↗
RemovedRisk Factors
In particular, our ability to realize the anticipated benefits of the acquisition of Hostess Brands will depend on our ability to achieve synergies and cost savings, while overcoming executional hurdles. The combination of two independent businesses is a complex, costly, and time-consuming process. As a result, management has devoted a significant amount of time and attention to integrate the Hostess Brands’ business into our Company and resolve operational difficulties. The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the acquisition. Our failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the transaction, and negatively impact the price of our common shares.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
Specifically, the difficulties of combining the operations of Hostess Brands with our business include, among others:
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
•difficulty in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from combining the Hostess Brands business with our business;
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
•difficulties in managing the expanded operations of a significantly larger and more complex company;
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
•unanticipated expenses resulting from integration activities and disputes with third parties; and
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
•unanticipated liabilities, such as environmental liabilities resulting from contamination at our properties or those of third parties.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
We are defendants in ongoing consumer litigation associated with a voluntary recall of select Jif peanut butter products initiated in May 2022. The outcome and financial impact of this litigation cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of April 30, 2025, and the likelihood of loss is not considered probable or reasonably estimable.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
During the second quarter of 2025, the disposal group for the Voortman business, inclusive of approximately $251.0 of goodwill within the Sweet Baked Snacks reporting unit that was allocated to the disposal group based on a relative fair value analysis, was classified as held for sale. As a result, a pre-tax loss on the divestiture of $260.8 was recognized and included as a noncash charge in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows. We evaluated whether it was more likely than not that the remaining goodwill of the Sweet Baked Snacks reporting unit was impaired as of October 31, 2024, and concluded that no impairment existed at this date. On December 2, 2024, we completed the divestiture of the Voortman business.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedRisk Factors
The global economy has been negatively impacted by the ongoing conflicts between Russia and Ukraine and Israel and Hamas, as well as rising tensions between China and Taiwan. Governments in the United States, United Kingdom, and European Union have imposed sanctions on certain products, industry sectors, and parties in Russia. Although we do not have any operations in Russia, Ukraine, Israel, Palestine, China, or Taiwan, we have experienced and may continue to experience shortages in materials and increased costs for transportation, energy, and raw materials due in part to the negative impact of the conflicts on the global economy. If the conflicts continue for an extended period of time, they could result in cyberattacks, supply chain disruptions, lower consumer demand, changes in foreign currency exchange rates, increased trade barriers and restrictions on global trade, and other impacts, which may adversely affect our business, financial condition, or results of operations. These and other impacts of the ongoing conflicts between Russia and Ukraine, Israel and Hamas, and rising tensions between China and Taiwan could also heighten many of the other risk factors discussed in this section.
Read it in 10-K 2025-06-18 at sec.gov ↗
RewordedRisk Factors
Governmental regulation encompasses and policies encompass such matters as ingredients (including whether a product contains bioengineered ingredients, artificial dyes, and ingredients or artificial dyes), that are generally recognized as safe), packaging and disposal of packaging, labeling (including use of certain terms such as sugar free, healthy, low sodium, low fat, and low fat), ultra-processed food), pricing, advertising, relations with distributors and retailers, health, safety, data privacy and security, and anti-corruption, as well as an increased focus regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies, and sustainability, including single-use plastics. anti-corruption.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
As a result of these assessments, declines and the narrow differences between estimated fair values and carrying values as of April 30, 2025, we recognized total pre-tax performed an interim impairment charges test of $1.0 billion during the third quarter of 2025, of which $794.3 and $208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively. trademark.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
If either Keurig, JDE Peet’s, KDP or Graham Packaging is unable to supply K-Cup® pods, liquid coffee, these products or packaging for Folgers coffee products, respectively, to us for any reason, it could we may be difficult unable to find an secure alternative supplier for such goods sources on commercially reasonable terms, which could have a material adverse effect on our results of operations.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the Sweet Baked Snacks reporting unit and Hostess Pup-Peroni brand indefinite-lived trademark, as within the carrying values approximated estimated fair values due to the impairment charges recognized during the third quarter of 2025. U.S.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
For example, as of early 2026, 20 states in the U.S., California, Colorado, Connecticut, Delaware, Iowa, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah, and Virginia all U.S. have comprehensive privacy laws in effect that impose privacy obligations on companies that do business in these states those states, and that collect personal information from certain individuals.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
Depending on the function involved, such incidents or errors may also lead to result in business disruption, processing inefficiencies, inaccurate financial reporting, or the loss loss, damage, or unauthorized disclosure of or damage to intellectual property through a security breach, the loss of or other sensitive data through a security breach, or otherwise. breach.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
During 2025, 2026, we continued to experience materially higher commodity and supply chain costs, including manufacturing, ingredient, and packaging costs, due to driven by inflationary pressures, and which may persist into 2027, although we expect the pressures of cost inflation some moderation relative to continue into 2026. prior periods.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
In particular, we depend on our IT infrastructure to effectively manage our business data, data and support key operational processes, including supply chain, logistics, finance, manufacturing, and other business processes and for digital marketing activities activities, and electronic communications between with Company personnel and our customers personnel, customers, and suppliers.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
We may not be able to locate suitable replacements for any key employees who leave or to offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
If the service providers to which we outsource these functions do not fail to perform effectively, adequately or we are unable to protect such information technology systems against data corruption or cybersecurity incidents, we may not be able to achieve the expected benefits and may have to incur additional costs to correct incidents or errors made by such service providers.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
The In addition, the overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category since acquisition, category, led to a further reduction of the forecasted projected long-term growth rate and royalty rate for the Sweet Baked Snacks reporting unit. unit and the Hostess brand indefinite-lived trademark, respectively.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedRisk Factors
In addition, we have made strategic divestitures of brands and businesses, including the recent divestitures of certain Sweet Baked Snacks value brands brands, and the Voortman business, as well as past divestitures of the Voortman, Canada condiment condiment, and Sahale Snacks businesses, and certain pet food brands, among others, and we may continue to do so in the future.
Read it in 10-K 2026-06-09 at sec.gov ↗
Quiet changesRisk Factors
We have historically made strategic acquisitions of brands and businesses and intend to may do so in the future in support of this strategy.
Read it in 10-K 2026-06-09 at sec.gov ↗
Quiet changesRisk Factors
If our products fail to meet consumer preferences, or we fail to introduce new and improved products on a timely basis, then the return on that investment will may be less than anticipated and our strategy to grow sales and profits through investment in innovation will could be less successful.
Read it in 10-K 2026-06-09 at sec.gov ↗
Quiet changesRisk Factors
Therefore, on an ongoing basis, we will continuously evaluate our new privacy obligations and develop additional compliance mechanisms and processes as may be required.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedMD&A
term strategies; however, we continue to evaluate the effects of the macroeconomic environment on our long-term growth objectives.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedMD&A
We are closely monitoring ongoing geopolitical conflicts, as well as evolving international trade and regulatory conditions, for any escalation that could significantly disrupt economic activity or supply chains. These factors may contribute to broader inflationary pressures, tariff impacts, increased energy costs, or regional and global economic slowdowns. Given these uncertainties, the extent to which inflation and supply chain disruptions, including labor availability and attrition, may affect our business, results of operations, financial condition, and liquidity could be difficult to predict. We will continue to evaluate these factors as conditions evolve.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedMD&A
Our non-GAAP adjustments include the exclusion of amortization expense and impairment charges related to intangible assets, special project costs, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedMD&A
In accordance with FASB ASC 280, we completed our annual evaluation of operating segments to determine which segments meet the quantitative thresholds to be presented as a reportable segment. As a result of this evaluation, the Away From Home operating segment met the reportable segment criteria and is presented as such beginning in the fourth quarter of 2026. Previously, the Away From Home operating segment was presented as a combination of all other operating segments that were not individually reportable. Segment information for 2025 and 2024 has been recast to reflect this change.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedMD&A
Tariff Refunds: In April 2026, we began pursuing claims for refunds of tariffs previously paid on certain imported goods. As of April 30, 2026, recovery of these claims was subject to regulatory review and approval, and the timing and amount of any recovery was uncertain. Accordingly, no amounts were recognized as of April 30, 2026. The scope and realization of any recoveries remain subject to ongoing legal and administrative proceedings, including an announced appeal by the U.S. Department of Justice, which may affect our ability to recover or retain any amounts received.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedMD&A
During 2026 and 2025, we did not repurchase any common shares under a repurchase plan authorized by the Board. The shares repurchased during 2026 and 2025 consisted of shares repurchased from stock plan recipients in lieu of cash payments. As of April 30, 2026, approximately 1.1 million common shares remain available for repurchase pursuant to the Board’s authorizations. There is no guarantee as to the exact number of shares that may be repurchased or when such purchases may occur.
Read it in 10-K 2026-06-09 at sec.gov ↗
AddedMD&A
(A)Represents required principal payments on maturing debt and does not include additional discretionary debt repayments.
Read it in 10-K 2026-06-09 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
ervices agreements entered into in connection with the divestitures and inventories reflecting higher inventory levels and input cost inflation in the current year. These uses of cash were partially offset by an increase in cash from trade receivables due to timing of sales and cash collections and accounts payable due to timing of spend and cash payments.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
Product Recall: We are defendants in ongoing consumer litigation associated with a voluntary recall of select Jif peanut butter products initiated in May 2022. The outcome and financial impact of this litigation cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of April 30, 2025, and the likelihood of loss is not considered probable or reasonably estimable.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
In March 2025, we entered into a Term Loan for an unsecured $650.0 term facility. Borrowings under the Term Loan bear interest on the prevailing Secured Overnight Financing Rate (“SOFR”) and are payable at the end of the borrowing term. The Term Loan matures on March 5, 2027, and does not require scheduled amortization payments. Voluntary prepayments are permitted without premium or penalty. During 2025, the full amount was drawn on the Term Loan to partially finance the repayment of $1.0 billion in principal of our 3.50% Senior Notes due March 15, 2025. As of April 30, 2025, the interest rate on the Term Loan was 5.43 percent.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
In December 2024, we commenced cash tender offers to purchase up to $300.0 in aggregate purchase price, not including accrued and unpaid interest, of certain outstanding Senior Notes. As a result, an aggregate principal amount of $122.5 of our 2.750% Senior Notes due 2041 and $138.8 of our 3.550% Senior Notes due 2050 were tendered and accepted, and $194.1 of our 2.125% Senior Notes due 2032 were tendered, of which $135.5 was accepted.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
In October 2023, we completed an offering of $3.5 billion in Senior Notes due November 15, 2028, November 15, 2033, November 15, 2043, and November 15, 2053. The net proceeds from the offering were used to partially finance the acquisition of Hostess Brands and pay off the debt assumed as part of the acquisition.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
On March 2, 2023, we entered into a share repurchase plan (“10b5-1 Plan”) established in accordance with Rule 10b5-1 of the Exchange Act in connection with the remaining common shares authorized for repurchase by the Board, which was approximately 3.5 million common shares as of April 30, 2023. In accordance with the 10b5-1 Plan, our designated broker had the authority to repurchase approximately 2.4 million common shares, which commenced upon the sale of certain pet food brands on April 28, 2023, and expired 45 calendar days after the closure of the transaction. In 2024, we repurchased approximately 2.4 million common shares for $362.8 under the 10b5-1 Plan, and approximately 1.1 million common shares remain available for repurchase. In accordance with The Inflation Reduction Act of 2022, H.R. 5376 (the “Inflation Reduction Act”), a one percent excise tax was applied to share repurchases after December 31, 2022. As a result, an excise tax of $3.6 was accrued on the repurchased shares during 2024, and included within additional capital in our Consolidated Balance Sheet. An accrued excise tax of $6.7 was paid during 2025, which was related to these shares repurchased under the 10b5-1 Plan during 2023 and 2024. All other share repurchases during 2025 and 2024 consisted of shares repurchased from stock plan recipients in lieu of cash payments.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
On November 7, 2023, we acquired Hostess Brands, and as a result, we issued approximately 4.0 million common shares valued at $450.2 in exchange for the outstanding shares of Hostess Brands common stock to partially fund the acquisition. The shares issued were based on each outstanding share of Hostess Brands common stock receiving $30.00 per share in cash and 0.03002 shares of our common shares, which represented a value of $4.25 based on the closing stock price of our common shares on September 8, 2023, the last trading day preceding September 11, 2023, the date on which the execution of the Hostess Brands merger agreement was publicly announced. For additional information on the acquisition of Hostess Brands, see Note 2: Acquisition.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
In November 2021, we announced plans to invest $1.1 billion to build a new manufacturing facility and distribution center in McCalla, Alabama dedicated to production of Uncrustables sandwiches. Construction of this facility began in 2022, and production began during the second quarter of 2025. The project demonstrates our commitment to meet increasing demand for this highly successful product and deliver on our strategy to focus on brands with the most significant growth opportunities. Construction of the facility and production will occur in three phases over multiple years, with financial investments and job creation aligning across each of the three phases.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
We continue to evaluate these risks, which could affect our financial condition or our ability to fund operations or future investment opportunities.
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RemovedMD&A
(B) Includes gains and losses resulting from the change in fair value of our investment in Post common stock and the related equity forward contract, which was settled on November 15, 2023. For more information, see Note 3: Divestitures and Note 10: Derivative Financial Instruments.
Read it in 10-K 2025-06-18 at sec.gov ↗
RemovedMD&A
•our ability to successfully integrate Hostess Brands’ operations and employees and to implement plans and achieve financial forecasts with respect to the Hostess Brands’ business;
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RewordedMD&A
Operating income (loss) decreased $1,979.7, increased $1,034.1, primarily reflecting pre-tax noncash a $1.0 billion decrease in impairment charges of $1,661.6 and $320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively, the lapping of a $310.1 net pre-tax loss on divestitures, reflecting divestitures in the $44.2 prior year, and $265.9 pre-tax losses on the divestiture of certain Sweet Baked Snacks value brands and the Voortman business, respectively, and an $82.8 increase a $32.4 decrease in selling, distribution, and administrative (“SD&A”) expenses. expenses, partially offset by the decrease in gross profit.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
Adjusted operating income, which income decreased $146.4, or 8 percent, as compared to the prior year, further reflects reflecting the exclusion of the amortization expense, noncash impairment charges of $2.0 billion associated with charges, the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, the $310.1 net pre-tax loss on divestitures, divestitures in the prior year, and other special project costs as compared to GAAP operating income, increased $188.5, or 12 percent, as compared to the prior year. income.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
Net SalesYear Ended April 30, 2026 2025 2024 Increase % (Decrease) Net sales $ 9,050.9 $ 8,726.1 $ 8,178.7 $ 547.4 7% Hostess Brands acquisition (669.3) — (669.3) (8) 324.8 4% Sweet Baked Snacks value brands divestiture — (11.2) 11.2 — (48.4) 48.4 1 Voortman divestiture — (54.9) 54.9 (86.3) 86.3 1 Canada condiment divestiture — (43.8) 43.8 1 Sahale Snacks divestiture — (24.1) 24.1 — Foreign currency exchange 10.7 (3.3) — 10.7 (3.3) — Net sales excluding acquisition, divestitures, divestitures and foreign currency exchange (A) $ 8,067.5 9,047.6 $ 8,044.7 8,591.4 $ 22.8 —% 456.2 5%
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
Volume/mix decreased net sales by 2 4 percentage points, primarily driven by lower decreases for coffee, sweet baked goods, dog snacks, peanut butter, and fruit spreads, as well as the lapping of contract manufacturing sales related to the divested pet food brands and decreases for coffee, dog snacks, and sweet baked goods, in the prior year, partially offset by increases an increase for Uncrustables sandwiches and cat food. sandwiches.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
Other debt charges (gains) – net (A) — (30.2) 19.5 Realized loss on investment in equity securities – net (B) — 21.5 Pension plan termination settlement charge (C) charges (B) 34.0 — 3.2 Adjusted income before income taxes $ 1,291.0 $ 1,421.6 $ 1,371.3 Income taxes, as adjusted 313.2 342.8 333.3 Adjusted income $ 977.8 $ 1,078.8 $ 1,038.0 Weighted-average shares outstanding – assuming dilution (D) (C) 106.9 106.6 104.4 Adjusted earnings per share – assuming dilution (D) (C) $ 9.15 $ 10.12 $ 9.94 Free cash flow reconciliation:
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
Cash used for investing activities in 2025 2026 consisted primarily of $393.8 $317.4 in capital expenditures, primarily reflecting our investments in the new Uncrustables sandwiches manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across and improvement of our facilities, and also included an increase partially offset by a decrease of $39.4 $44.9 in our derivative cash margin account balances.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
As of April 30, 2025, the estimated fair value was substantially in excess of the carrying value for the majority of these leading brand trademarks, and in In all instances, the estimated fair value exceeded the carrying value by greater more than 10 percent, with the exception of the Hostess Pup-Peroni brand indefinite-lived intangible asset within the Sweet Baked Snacks segment. U.S.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
The effective income tax rate for 2025 2026 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes and the unfavorable permanent impacts impact associated with the goodwill impairment charges charge for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, partially offset by favorable noncash deferred tax benefits associated with the integration of Hostess Brands into our Co state income taxes.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
With The Away From Home reportable segment includes the sale of all products, 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).
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
(A) Includes Net other debt charges (gains) includes a net gain on extinguishment of debt as a result of the tender offers completed during 2025 and financing fees associated with the Bridge Term Loan Credit Facility (“Bridge Loan”) entered into during 2024 to provide committed financing for the acquisition of Hostess Brands. 2025.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, certain divestiture, acquisition, integration, and restructuring costs (“special project costs”), gains and losses on divestitures, the net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), and other infrequently occurring items that do not directly reflect ongoing operating results.
Read it in 10-K 2026-06-09 at sec.gov ↗
RewordedMD&A
Volume/mix decreased net sales by 7 5 percentage points, primarily reflecting lower a decrease for dog snacks and the lapping of contract manufacturing sales related to the divested pet food brands, as brands in the contract manufacturing agreement with Post concluded at the end of 2025, and a decrease for dog snacks, prior year, partially offset by an increase for cat food.
Read it in 10-K 2026-06-09 at sec.gov ↗
