Hormel Foods 10-K 2025-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended October 26, 2025

or

For the transition period from ____________________ to _________________________

Commission File Number: 1-2402

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (507) 437-5611

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐

No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and nonvoting common stock held by non-affiliates of the registrant as of April 27, 2025, was $8,637,339,615 based on the closing price of $29.70 on the last business day of the registrant’s most recently completed second fiscal quarter.

As of November 30, 2025, the number of shares outstanding of each of the registrant’s classes of common stock was as follows:

Common Stock, $0.01465 Par Value – 550,107,295 shares

Common Stock Nonvoting, $0.01 Par Value – 0 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, are incorporated by reference into Part III, Items 10-14. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

HORMEL FOODS CORPORATION

TABLE OF CONTENTS

PART I

General Development of Business

Hormel Foods Corporation, a Delaware corporation, was founded by George A. Hormel in 1891 in Austin, Minnesota, as Geo. A. Hormel & Company. The Company originated as a processor of meat and food products and continues in this line of business today. The Company has expanded its product portfolio through organic growth and acquisitions to become a global branded food company with more than $12 billion in annual revenue. The Company is built on a foundation of innovation and integrity and a commitment to delivering high-quality, trusted food products across a diverse portfolio of brands and product solutions including Planters®, SPAM®, Jennie-O®, Skippy®, Applegate®, Wholly®, Hormel® Black Label®, Fontanini®, Bacon1®, Hormel® pepperoni, and more than 30 other beloved brands. The Company is a member of the S&P 500 Index and the S&P 500 Dividend Aristocrats.

When used in this report, the terms "we," "our," "us," and the "Company" mean Hormel Foods Corporation and its subsidiaries, collectively, unless the context otherwise requires or indicates.

Description of Business

Segments

The Company currently operates with the following three reportable segments: Retail, Foodservice, and International.

Retail

The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in retail channels, including grocery stores, mass merchandisers, club stores, natural food chains, drug, dollar and discount chains, and e-commerce providers in the United States (U.S.). This segment also includes the results from the Company’s MegaMex Foods, LLC (MegaMex Foods) joint venture.

Foodservice

The Foodservice segment consists primarily of the processing, marketing, and sale of food products to distributors and operators across a wide range of providers of food away from home, including restaurants, hospitality, healthcare, K-12, college and universities, and convenience stores in the U.S.

International

The International segment processes, markets, and sells the Company's products through retail and foodservice channels internationally. This segment also includes the results from the Company’s international joint ventures, equity method investments, and royalty arrangements, as well as operations in China and Brazil.

Net sales, segment profit, and certain other financial information by segment are reported in Note Q - Segment Reporting of the Notes to the Consolidated Financial Statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Products and Distribution

The Company develops, processes, and distributes a wide array of food products in a variety of markets and manufactures its products through various processing facilities and trusted co-manufacturers. The Company’s products primarily consist of meat, nuts, and other food products sold across multiple distribution channels, such as U.S. retail, U.S. foodservice, and internationally.

The Company sells its products in all 50 U.S. states. The Company’s products are sold through its sales personnel, who operate in assigned territories or in dedicated teams serving major customers and who are coordinated from sales offices predominately located in major U.S. cities. The Company's sales team is also responsible for the product portfolio of MegaMex Foods, a U.S. based Mexican food company, of which the Company owns a minority interest. Additionally, the Company utilizes independent brokers and distributors. Products are primarily distributed by common carriers.

The Company has a global presence within several major international markets, including Australia, Brazil, Canada, China, England, Indonesia, Japan, Mexico, the Philippines, Singapore, and South Korea. Distribution of export sales to customers is primarily done by third party carriers, while the China and Brazil operations also rely on company-owned and operated delivery systems. The Company has licensed other companies to manufacture various products internationally on a royalty basis. The Company also has minority interests in food companies in the Philippines (The Purefoods-Hormel Company, Inc., 40 percent holding) and Indonesia (PT Garudafood Putra Putri Jaya Tbk (Garudafood), approximately 30 percent holding).

Raw Materials

The Company concentrates on the marketing and sale of branded, value-added food products. The principal raw materials used by the Company include pork, turkey, beef, chicken, and nuts. The Company takes a balanced approach to sourcing its raw materials. To meet its needs for pork raw materials, the Company purchases hogs for the Austin, Minnesota processing facility, enters into long-term supply agreements for pork, and supplements this with spot market purchases of pork. The majority of the turkeys needed to meet raw material requirements are raised by the Company. Production costs from raising turkeys are subject to fluctuations in input costs, including grain prices and fuel costs. To manage input cost risks, the Company uses futures, swaps, and options contracts to hedge a portion of its anticipated purchases.

The Company also purchases raw materials from various suppliers. As the Company has shifted its focus toward a more value-added portfolio, it has become increasingly dependent on these suppliers to meet its raw material needs. Certain raw materials, such as cashews, are sourced internationally, which may cause additional risks to pricing and availability. The Company utilizes supply contracts and forward buying strategies in its effort to ensure an adequate supply and mitigate price fluctuations.

Human Capital

The Company’s employees are the driving force behind innovation, improvement, and success. As of October 26, 2025, the Company had approximately 20,000 active employees, with over 90 percent located within the U.S. At fiscal year end, approximately 20 percent of the Company's employees were covered by collective bargaining agreements. Contracts at two of the Company's facilities, covering approximately 700 employees, expire in the next fiscal year. The Company believes it has good relations with its workforce.

Talent Acquisition, Development, and Retention

Hormel’s team members are the cornerstone of the Company and of the fulfillment of its purpose — Inspired People. Inspired Food.™ The Company places great importance on the growth, development, and engagement of its team members. The Company offers competitive compensation packages to its employees and provides a multitude of benefits, including medical, life and disability insurance, contributory and non-contributory retirement savings plans, paid parental leave, tuition reimbursement programs, and two years of tuition-free community and technical college for U.S. employees’ dependent children.

The Company believes investing in the education, training, and development of employees contributes to the overall success of the business. The Company provides learning opportunities for employees through various training courses, including instructor-led internal and external programs and on-the-job training.

The Company considers the tenure of its team members to be an indicator of the success of its retention efforts and is proud of its tenure figures. As of October 26, 2025, approximately 50 percent of the Company’s team members had five or more years of service, and the 38-person officer team had an average of 22 years of service.

Creating an Inclusive Environment

The Company welcomes the unique skills, thoughts, backgrounds, and experiences of its team members, customers, and consumers. By fostering an inclusive culture, the Company enables every member of the workforce to leverage unique talents and high-performance standards to drive innovation and success.

The Company has nine employee resource groups (ERGs) that support the Company’s mission to create a workplace where all people feel welcomed, respected, and valued. These employee-driven groups play a critical role in the Company’s efforts to create an inclusive environment and provide professional development and mentorship opportunities.

Safety, Health, and Wellness

The Company develops and administers policies to ensure the safety of each employee and compliance with Occupational Safety and Health Administration standards in the U.S. and comparable international requirements. The Company also conducts regular audits of Company-owned production facilities to ensure compliance with safety policies. The Company conducts safety training for all team members and, during fiscal 2025, completed approximately 1,200 safety assessments each month.

The Company recognizes that team members perform best when they are healthy, and that optimal performance is necessary for the Company to succeed. In addition to the health care benefits package, the Company’s wellness programs aim to cultivate and maintain a culture of health and wellness that is focused on encouraging and empowering team members to make healthy lifestyle choices through awareness, prevention, and positive health behavior changes. This program offers a comprehensive suite of wellness benefits designed to support every aspect of well-being - physical, financial, and professional. These include tobacco cessation resources, confidential mental health support, family-building assistance, and opportunities for professional development.

Governmental Regulation and Environmental Matters

The Company’s operations are subject to regulation by various governmental agencies which oversee areas such as food safety, workforce mobility, environmental laws, animal welfare, financial and tax regulations, and the processing, packaging, storage, distribution, advertising, and labeling of the Company’s products. The Company believes it is in compliance with current laws and regulations and does not expect continued compliance to have a material impact on its capital expenditures, earnings, or competitive position. The Company continues to monitor existing and pending laws and regulations and, while the impact of regulatory changes cannot be predicted with certainty, the Company does not expect compliance to have a material adverse effect on the Company’s business. In addition to compliance with environmental laws and regulations, the Company has established guiding principles to support the long-term health of its business and further improve its sustainability efforts and reduce its environmental impact.

Significant Customers

The Company serves many customers throughout the world across various sales channels. Sales to the Company’s largest customer, Walmart Inc. and its subsidiaries (Walmart), accounted for 15.6 percent of consolidated gross sales less returns and allowances during fiscal 2025. Walmart is a customer for the Company’s Retail and International segments. The Company’s top five customers collectively represented approximately 38 percent of consolidated gross sales less returns and allowances during fiscal 2025. The loss of one or more of the top customers in any of the reportable segments could have a material adverse effect upon such segment’s financial results.

Competition

The production and sale of meat and food products in the U.S. and internationally is highly competitive. The Company primarily competes with manufacturers of pork and turkey products as well as national and regional producers of other meat and protein sources, such as beef, chicken, fish, nuts, and plant-based proteins.

All operating segments compete on the basis of price, product quality and attributes, brand identification, breadth of product line, and customer service. Through effective marketing, a dedicated network of direct and indirect sales personnel, and robust quality assurance programs, the Company’s strategy is to provide high quality products that possess strong brand recognition supported by reliable customer service, to support a higher value proposition for customers and consumers. To grow and maintain its competitive position, the Company focuses on meeting customer and consumer preferences, delivering product innovation, and maintaining long-term and lasting relationships with industry partners.

Patents and Trademarks

There are numerous patents and trademarks important to the Company’s business. As of October 26, 2025, the Company has thirteen U.S.-granted and six foreign-granted patents. Most of the trademarks the Company uses are registered in the U.S. and other countries. Some of the more significant owned or licensed trademarks used by the Company or its affiliates are:

HORMEL, ALWAYS TENDER, APPLEGATE, AUSTIN BLUES, BACON 1, BLACK LABEL, BREAD READY, BURKE, CAFÉ H, CERATTI, CHI-CHI’S, COLUMBUS, COMPLEATS, CORN NUTS, CURE 81, DAN’S PRIZE, DI LUSSO, DINTY MOORE, DON MIGUEL, DOÑA MARIA, EMBASA, FAST ‘N EASY, FIRE BRAISED, FLASH 180, FONTANINI, HERDEZ, HORMEL GATHERINGS, HOUSE OF TSANG, JENNIE-O, JUSTIN’S, LA VICTORIA, LAYOUT, LLOYD’S, MARY KITCHEN, MR. PEANUT, NATURAL CHOICE, NUT-RITION, OLD SMOKEHOUSE, OVEN READY, PILLOW PACK, PLANTERS, ROSA GRANDE, SADLER’S SMOKEHOUSE, SKIPPY, SPAM, SPECIAL RECIPE, SQUARE TABLE, VALLEY FRESH, and WHOLLY.

The Company’s patents expire after a term that is typically 20 years from the date of filing, with earlier expiration possible based on the Company’s decision whether to pay required maintenance fees. As long as the Company continues to use its trademarks, they are renewed indefinitely.

Available Information

The Company's internet website is hormelfoods.com. The Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to such documents filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available free of charge on the Investors section of the Company's website (investor.hormelfoods.com) as soon as reasonably practicable after the Company files such material with, or furnishes it to, the U.S. Securities and Exchange Commission (SEC). In addition, the SEC maintains a website (sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Investors should note that the Company currently announces material information to its investors and others using filings with the SEC, press releases, public conference calls, webcasts, or its website (hormelfoods.com). Information that the Company posts on its website could be deemed material to investors. The Company encourages investors, the media, and others interested in the Company to review the information it posts on these channels. The information on the Company's website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of the Company's other filings with the SEC.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements, which are based on the Company's current assumptions and expectations. These statements are typically accompanied by the words "aim," "anticipate," "believe," "could," “estimate,” "expect," “intend,” "may," "might," “plan,” “project,” "seek," “target,” "will," "would," or similar words or expressions. The principal forward-looking statements in this report include statements regarding the Company's: future financial and operational performance, fiscal 2026 outlook, expectations regarding commodity markets and raw material costs, intentions regarding future dividends, expectations regarding the Company's strategic initiatives, including the Transform and Modernize initiative and the Company's recent corporate restructuring plan, expectations for the adequacy of and costs associated with the Company's sources of liquidity, expected compliance with debt covenants, expectations regarding its contractual obligations and liabilities, expectations regarding the impact of new accounting pronouncements, expected contributions and payments related to its pension plan, expectations regarding the return on plan assets, expectations regarding the timing and recognition of compensation expenses, and expectations regarding the outcome of, and adequacy of its reserves for, claims, litigation, and the resolution of tax matters.

All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although the Company believes there is a reasonable basis for the forward-looking statements, its actual results could be materially different. The most important factors which could cause the Company's actual results to differ from its forward-looking statements are set forth in its description of risk factors included in Part I, Item 1A – Risk Factors to this Form 10-K, which should be read in conjunction with the forward-looking statements in this report. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company cautions that other factors may in the future prove to be important in affecting the Company’s business or results of operations. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statement except as otherwise required by law.

Business and Operational Risks

Deterioration of economic conditions could harm the Company’s business. The Company’s business may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, tax rates, availability of capital, energy availability and costs (including fuel surcharges), political developments, civil unrest, terrorist attacks, armed conflicts, public health crises, legal and regulatory actions, immigration policies and trends, and the effects of governmental initiatives to manage economic conditions, including through the imposition of tariffs, quotas, trade barriers, and other restrictions.

Any of these or other changes in national and global economic conditions could adversely impact the Company’s results of operations and financial condition, including as follows:

▪The financial stability of the Company’s customers and suppliers may be compromised, which could result in challenges in collecting accounts receivable or non-performance by suppliers.

▪Unfavorable economic conditions may lead customers and consumers to delay or reduce purchases of the Company’s products.

▪The imposition of tariffs, quotas, trade barriers, or other restrictions could increase the cost of key inputs or reduce their availability. In particular, recent U.S. tariffs imposed or threatened to be imposed on a variety of countries, and any retaliatory actions taken by such countries, could result in the Company incurring additional costs to procure key inputs.

▪Fuel and transportation costs may become inflated and there may be supply chain shortages and delays, as has occurred in recent years.

▪Customer demand for products may not materialize to levels required to achieve the Company’s anticipated financial results or may decline as distributors and retailers seek to reduce inventory positions if there is an economic downturn or economic uncertainty in key markets.

▪The value of the Company’s investments in debt and equity securities may decline, including, most significantly, assets held in pension plans and the trading securities held as part of a rabbi trust to fund supplemental executive retirement plans and deferred compensation plans.

▪Future volatility or disruption in the capital and credit markets could impair the Company’s liquidity or increase costs of borrowing.

▪The Company may be required to redirect cash flow provided by operations or explore alternative strategies, such as disposing of assets, to fulfill the payment of principal and interest on its indebtedness.

▪Volatile fluctuations in market conditions could cause the Company's hedging instruments for its exposure to commodity prices to become ineffective, which could require any gains or losses associated with these instruments to be reported in the Company’s earnings each period. These instruments may limit the Company’s ability to benefit from market gains if commodity prices become more favorable than those secured under the Company’s hedging programs.

The Company’s operations are subject to the risks associated with acquisitions, joint ventures, equity investments, and divestitures. The Company regularly reviews opportunities to support the Company’s strategic initiative of delivering long-term value to shareholders through acquisitions, joint ventures, and equity investments and to divest non-strategic assets. The Company has made several acquisitions, joint ventures, equity investments, and divestitures in recent years, including the purchase of a minority interest in Garudafood in fiscal 2023 and the divestitures of Hormel Health Labs, LLC in fiscal 2024 and Mountain Prairie, LLC in fiscal 2025. Potential risks associated with these transactions include the inability to consummate a transaction timely or on favorable terms, diversion of management’s attention from other business concerns, loss of key employees and customers of current or acquired companies, inability to integrate or divest operations successfully, assumption of unknown liabilities, disputes with buyers, sellers, or partners, inability to obtain favorable financing terms, and the inherent risks in entering markets or lines of business in which the Company has limited or no prior experience. There is also the risk of post-acquisition impairment charges if purchase assumptions are not achieved, which could adversely affect the Company's results of operations and financial condition. For example, based on an assessment in the fourth quarter of fiscal 2025 and in connection with the preparation of the Company's consolidated financial statements, the Company initiated an impairment review of its investment in Garudafood and concluded that the decline in fair value was no longer believed to be temporary. As a result, the Company recognized a $163.7 million impairment charge to reduce the investment's carrying amount to estimated fair value.

Due to the nature of joint ventures and equity investments, these arrangements involve further risks, including the possibility that the Company is unable to execute business strategies and manage operations given limitations of the Company’s control. Additionally, partners may make business decisions that are inconsistent with the Company’s goals, block or delay necessary decisions, or experience financial difficulties of their own. Acquisitions, joint ventures, or equity investments outside the U.S. may also present unique challenges and increase the Company’s exposure to the risks associated with foreign operations.

The Company’s level of indebtedness may increase to fund acquisitions, joint ventures, or equity investments in the future. Higher levels of debt may, among other things, impact the Company’s liquidity or credit rating and increase the Company’s exposure to fluctuations in interest rates.

Any of these outcomes could adversely impact the Company's reputation, results of operations, and financial condition.

Risks and uncertainties associated with intangible assets, including any future goodwill or intangible asset impairment charges, may negatively impact the Company. The Company’s goodwill and indefinite-lived intangible assets are initially recorded at fair value and are not amortized but are reviewed for impairment annually or more frequently if impairment indicators arise. Impairment testing requires significant judgment around estimates and assumptions and is impacted by various factors, including revenue growth rates, operating margins, tax rates, royalty rates, and discount rates. An unfavorable change in any of these factors may lead to the impairment of goodwill and/or intangible assets.

During the Company’s fiscal 2025 quantitative impairment testing, the International reporting unit with a goodwill balance of $258.9 million was identified as having modest fair value in excess of its carrying amount and is considered at heightened risk of impairment. Separately, impairments were recognized on the Planters**®** and Chi-Chi's**®** trade names for $59.1 million and $2.9 million, respectively. The Justin’s**®** trade name was also identified as having heightened risk of impairment. As of October 26, 2025, the total carrying value of indefinite-lived intangible assets considered at heightened risk, including the trade names impaired, was $683.3 million. If the Company continues to face unfavorable changes in any of the factors impacting its intangible assets, the Company may be required to record impairment charges in connection with such assets, which could adversely affect the Company's results of operations and financial condition.

The Company is subject to the risk of disruption of operations, including at owned facilities, co-manufacturers, suppliers, logistics providers, customers, or other third-party service providers. The Company’s ability, and the ability of the Company’s co‑manufacturers, suppliers, and logistics providers to manufacture, supply, and distribute the Company’s products is critical to the Company’s success. A significant disruption in the operation of the Company’s manufacturing, supply, or distribution capabilities, whether Company-owned or supported by third parties, could have a negative impact on the Company’s ability to operate its business, particularly if such a disruption were to occur at a facility that supports a meaningful amount of the Company’s production, such as its Austin, Minnesota manufacturing facility. For example, in the fourth quarter of fiscal 2025 a fire occurred at the Company’s Little Rock, Arkansas, peanut butter production facility, which negatively impacted production at the facility. Actions taken to mitigate the impact of any potential disruption, including investing in capital improvements, redundant supply, or increasing inventory in anticipation of a potential production or supply interruption, may adversely affect the Company’s results of operations. Additionally, labor-related challenges have caused disruptions for Company providers in the past. If the Company’s owned facilities, or key co-manufacturers, suppliers, or logistics providers experience significant labor-related challenges in the future, it could impact the Company’s ability to receive inputs or distribute products. Any of these outcomes could adversely affect the Company's results of operations and financial condition.

The Company relies on its customers to sell its products to ultimate consumers. Any disruption to a significant customer or sales channel could result in a reduction in sales or a change in the mix of products sold, which could adversely affect the Company's results of operations.

The Company also relies on a variety of third-party service providers to support its operations. Any disruption to services from third-party service providers used to support business functions such as benefit plan administration, payroll processing,

information technology (IT), and cloud computing services could adversely affect the Company's business, results of operations, and financial condition.

The Company may not realize the anticipated cost savings or operating profit improvements associated with strategic initiatives, including its Transform and Modernize initiative. The Company implements strategic initiatives to achieve a profitable cost structure, operate more efficiently, better serve customers, and optimize cash flow. These initiatives may focus on opportunities to improve the procurement, manufacturing, and logistics within the Company’s supply chain as well as general and administrative processes. A failure or delay in implementing the improvements associated with these strategic initiatives could adversely impact the Company’s results of operations, ability to meet its long-term growth expectations, and ability to fund future initiatives.

The Company began its Transform and Modernize initiative in the second half of fiscal 2023 with a goal of contributing meaningful operating profit growth through fiscal 2026. If this initiative does not achieve the expected financial impact in the aggregate or on the expected timeline, the Company’s results of operations and ability to meet its long-term growth expectations could be adversely impacted.

Furthermore, in the fourth quarter of fiscal 2025, the Company commenced a corporate restructuring plan, the focus of which is to reduce administrative expenses, improve efficiencies, and align the workforce to the Company’s future needs, while enabling continued investment in the Company’s growth. The program includes a voluntary early retirement program for certain groups of employees, the closing of certain open roles, involuntary role reductions, and making select changes to benefit programs. If the Company is unable to fully realize the anticipated benefits of this corporate restructuring plan, including the reduction of expenses and the enablement of continued investment in the Company's growth, the Company's results of operations could be adversely impacted.

In addition, the Company is in the midst of multi-year data and technology transformation projects to achieve better analytics, customer service, and process efficiencies and to upgrade technologies. The projects, including updating the Company’s order-to-cash process, are expected to improve the efficiency and effectiveness of certain financial and business transaction processes and the underlying systems environment. Multiple phases of these projects have already been implemented, and additional phases are expected to be implemented in the upcoming years. These implementations are a major undertaking from a financial, management, and personnel perspective and may prove to be more difficult, costly, or time consuming than expected, and there can be no assurance that these projects will be beneficial to the extent anticipated. Any of these outcomes could adversely affect the Company's results of operations and financial condition.

The Company is subject to the risk of unfavorable changes in the Company’s relationships with significant customers, suppliers, distributors, and other third parties. Sales to the Company's largest customer, Walmart, accounted for approximately 16 percent of consolidated gross sales less returns and allowances during fiscal 2025. Walmart is a customer for the Company’s Retail and International segments. The Company’s top five customers collectively represented approximately 38 percent of consolidated gross sales less returns and allowances during fiscal 2025. The loss of one or more of the top customers in any of the reportable segments could adversely affect the Company's results of operations and financial condition.

The Company relies on suppliers, distributors, and other third parties to source key inputs, deliver products to customers, and support its operations. Any termination of, or adverse change in, the Company's relationship with any of these companies could decrease the Company's sales, increase the Company's costs, and negatively impact the Company's results of operations.

The Company may be adversely impacted if the Company is affected by cybersecurity attacks or other security breaches. IT systems are an important part of the Company’s business operations. The Company also increasingly relies upon third-party service providers for a variety of business functions, including cloud-based services. The Company has programs in place to prevent, detect, contain, and respond to cyber incidents. However, the Company may be unable to anticipate security incidents, detect attacks, or implement adequate preventive measures as cyber threats continue to evolve and cyberattacks have become more sophisticated and frequent, including through the use of enhanced technologies and capabilities (such as artificial intelligence) by threat actors with a wide range of expertise and motives. For example, threat actors have increasingly targeted organizations in the U.S. and internationally with sophisticated ransomware attacks, which the Company may be unable to anticipate, detect, or contain. In addition, hardware or software that the Company develops or obtains from third parties may contain defects that could compromise the Company's IT systems. Unauthorized parties may also attempt to gain access to the Company's IT systems or facilities, or those of third parties with whom the Company does business, through fraud, deception, social engineering, or other bad acts. Errors or malicious actions by the Company's team members or contractors and other vulnerabilities or irregularities could also negate the Company's security measures or those of third parties with whom the Company does business and result in a compromise or breach of the Company's or their IT systems. The utilization of hybrid and remote work by the Company's team members, suppliers, and other third parties has amplified the Company's already extensive reliance on IT systems and unimpeded internet access. Furthermore, the training the Company conducts as part of information security and cybersecurity efforts may not be effective in preventing or limiting successful attacks.

The Company and third parties with whom it does business face attempts by others to gain unauthorized access to, sabotage, take control of, and corrupt, its or their IT systems and data. As a result of these types of attempts, both the Company and third

parties with whom it does business have experienced information security, cybersecurity, and data privacy incidents. None of these incidents have had a material impact on the Company's business strategy, results of operations, or financial condition. If the Company or third parties with whom the Company does business experience additional significant information security, cybersecurity, or data privacy incidents or fail to detect and appropriately respond to significant incidents, the Company's business operations could be severely disrupted and it could be exposed to costly government enforcement actions and private litigation. In addition, the Company's customers and consumers could delay, reduce, or cease purchases of the Company's products. Any of these outcomes could adversely affect the Company's reputation, results of operations, and financial condition.

A significant disruption to the Company's IT systems and the Company's failure to adequately maintain and update those systems could adversely affect the Company's operations. The Company relies extensively on IT systems throughout its business. The Company also relies on continued and unimpeded access to the internet to use its IT systems. These systems are subject to possible damage or interruption from many events, including power and other outages, telecommunications failures, third-party failures, malicious attacks, security breaches, unplanned downtime, program transitions, and implementation errors. Any damage or disruption to the Company's IT systems could severely interrupt the Company's business operations, including the Company's ability to develop, process, and distribute its products, which could adversely affect its reputation, results of operations, and financial condition. The Company has been evolving its IT infrastructure, but continues to rely on a variety of legacy technologies across its business. The Company has invested, and expects to continue investing, in updates to its IT and security infrastructure and capabilities. If the Company fails to effectively implement these updates, the risk of an adverse cybersecurity incident may increase, including for example if vendors fail to continue to provide security updates for legacy technologies. Reliance on legacy technology for an extended period may also increase the Company’s IT maintenance expense and risk of system downtime, as well as slow the Company’s adoption of more innovative technologies or ability to benefit from more sophisticated data analytics. In addition, problems and interruptions associated with implementing technology initiatives could adversely affect the Company's operational efficiency. Any of these outcomes could adversely affect the Company's results of operations and financial condition.

Deterioration of labor relations, labor availability or increases in labor costs could harm the Company’s business. The Company's ability to meet its labor needs while controlling its costs is subject to external factors such as labor laws and regulations, labor availability, unemployment levels, prevailing wage rates, benefit costs, changing demographics, immigration laws, regulations, and enforcement policies, and the Company's reputation within the labor market. If the Company is unable to attract and retain a workforce meeting its needs (including for specialized roles with significant competition for talent) or is unable to successfully execute on succession planning and continuity at all levels of the organization, including as a result of the Company's recent corporate restructuring plan, the Company's operations, strategy, and competitiveness could suffer. Any of these outcomes could adversely affect the Company's reputation, results of operations, and financial condition. In addition, a significant increase in labor costs, a reduction of available labor, or a deterioration of labor relations at any of the Company’s owned facilities or co-manufacturing facilities could result in work slowdowns or stoppages, which could adversely affect the Company's reputation, results of operations, and financial condition.

The Company periodically renegotiates its collective bargaining agreements as such agreements expire. New or increased unionization efforts at a facility or failure to successfully negotiate with existing unions could lead to disruptions in the Company's supply chain, increases in operating costs, and constraints on operating flexibility. Any of these outcomes could adversely affect the Company's reputation, results of operations, and financial condition.

If the Company fails to achieve its projected results or otherwise fails to meet market expectations regarding its financial performance, the price and volatility of its stock could be adversely affected. The Company's results of operations have previously fluctuated from quarter to quarter and may do so again in the future. If the Company fails to achieve its projected results, if its outlook is not aligned with market expectations, if the Company modifies its outlook, if the Company modifies its approach to dividend distributions, or if the Company fails to meet the expectations of investors or securities analysts, the Company's stock price may decline (as it has recently), and the decrease in the stock price may be disproportionate to any shortfall in the Company's financial performance. Additionally, factors such as performance results for the Company's competitors and news or announcements by the Company, its competitors, and other third parties (including governmental entities and officials and non-governmental organizations) may result in a decline and volatility in the Company's stock price.

Industry Risks

The Company’s operations are subject to food safety and other risks inherent to the food industry. The Company's development, production, and distribution of food products for human consumption subjects it to many risks, including:

▪food contamination caused by disease-producing organisms or pathogens, such as Listeria monocytogenes, Salmonella, and pathogenic E coli., including contamination caused by the introduction of pathogens as a result of improper handling by customers or consumers (over which the Company has no control);

▪food contamination caused by operational errors by suppliers, co-manufacturers, or in Company-owned facilities;

▪mislabeling, including with respect to food allergens;

▪food spoilage;

▪claims of false or deceptive advertising;

▪nutritional and health-related concerns;

▪federal, state, and local food processing controls;

▪consumer product liability claims;

▪product tampering; and

▪the possible unavailability and/or expense of liability insurance.

The Company may face litigation, investigations, and regulatory proceedings and be subject to liability if any of these risks materialize, including if consumption of any of the Company's products causes injury, illness, or death. Furthermore, any such events could damage the Company's relationship with its customers and lead to adverse perceptions of the Company's business and consumer boycotts. In addition, the Company may take marketplace action such as a voluntary product recall in the event of contamination or damage to any of the Company's products. For example, during the fourth quarter of fiscal 2025, the Company issued a voluntary, class 1 recall related to certain chicken products sold in foodservice channels. In addition, during the third quarter of fiscal 2024, the Company voluntarily recalled a limited number of Planters**®** products due to the potential for contamination of the product with Listeria monocytogenes. Although the Company has not been made aware of any reports of illness related to the recalled products in connection with either of these recalls, the Company has experienced costs and business impacts associated with the events. If similar events occur in the future or if any other food safety or food industry risks materialize, the Company's reputation, results of operations, and financial condition could be adversely affected.

Outbreaks of disease among livestock and poultry flocks could harm the Company’s revenues and operating margins. The Company is subject to risks associated with the outbreak of disease in pork and beef livestock, and poultry flocks, including African swine fever (ASF), Bovine Spongiform Encephalopathy (BSE), pneumo-virus, Porcine Circovirus 2 (PCV2), Porcine Reproduction & Respiratory Syndrome (PRRS), Foot-and-Mouth Disease (FMD), Porcine Epidemic Diarrhea Virus (PEDv), and Highly Pathogenic Avian Influenza (HPAI). The outbreak of any such diseases could adversely affect the Company’s supply of raw materials, increase the cost of production, reduce utilization of the Company’s harvest facilities, and reduce earnings. Although the Company has developed business continuity plans for various disease scenarios, there can be no assurance that these plans will be effective in reducing the negative effects of any such diseases on the Company’s results of operations. In recent years, outbreaks of ASF have impacted hog herds in China, Asia, Europe, and the Caribbean. If an outbreak of ASF were to occur in the U.S., the Company’s supply of hogs and pork could be significantly impacted. Furthermore, HPAI was detected within the Company’s turkey supply chain during fiscal 2024 and fiscal 2025. HPAI could continue to be detected in the future. Future impacts of HPAI could reduce the production volume in the Company’s turkey facilities. The Company continues to monitor the situation and will take appropriate actions to protect the health of the turkeys across the supply chain.

The impact of a changing climate may also increase disease risks due to changes in weather or migratory patterns, which may result in certain types of diseases occurring more frequently or with more intense effects. Additionally, the outbreak of disease may hinder the Company’s ability to market and sell products both domestically and internationally.

Any of these outcomes could adversely affect the Company's results of operations and financial condition.

Fluctuations in commodity prices and availability of raw materials and other inputs could harm the Company’s results of operations. The Company’s results of operations and financial condition are largely dependent upon the cost and supply of pork, poultry, beef, feed grains, nuts, energy, and other inputs, as well as the selling prices for many of the Company’s products, which are determined by dynamic market forces of supply and demand.

The Company takes a balanced approach to sourcing pork raw materials, including hogs purchased for the Austin, Minnesota processing facility, long-term supply agreements for pork, and spot market purchases of pork. This approach is designed to ensure a more stable supply of raw materials while minimizing extreme fluctuations in costs over the long term. However, this may result, in the short term, in higher or lower live hog costs compared to the cash spot market. Market-based pricing on certain product lines, and lead time required to implement pricing adjustments, may prevent all or part of these cost increases from being recovered, and these higher costs could adversely affect the Company’s short-term financial results.

The Company raises turkeys and contracts with turkey growers to meet its raw material requirements for whole birds and processed turkey products. Results in these operations are affected by the cost and supply of feed grains, which fluctuate due to climate conditions, production forecasts, and supply and demand conditions at local, regional, national, and worldwide markets. The Company attempts to manage some of its short-term exposure to fluctuations in feed prices by forward buying, using futures contracts, and pursuing pricing advances. However, these strategies may not be adequate to overcome sustained increases in market prices due to alternate uses for feed grains or other changes in these market conditions.

The Company may be subject to decreased availability or less favorable pricing for nuts, tomatoes, avocados, or other produce if poor growing conditions have a negative effect on agricultural productivity. Reductions in crop size or quality due to unfavorable growing conditions may have an adverse effect on the Company’s results. The supplies of natural and organic proteins may impact the Company’s ability to ensure a continuing supply of these products.

International trade barriers and other restrictions or disruptions could result in decreased foreign demand and increased domestic supply of proteins, thereby potentially lowering prices. The Company occasionally utilizes in-country production to limit this exposure.

Any fluctuations in commodity prices or the availability of raw materials and other inputs necessary for the Company's business could adversely affect the Company's results of operations and financial condition.

Market demand for the Company’s products may fluctuate, including due to private-label products and lower-priced alternatives. The Company faces competition from a variety of sources, including other national brands, private label producers, and producers of alternative meats and protein sources, including pork, beef, turkey, chicken, fish, nuts, nut butters, whey, and plant-based proteins. The factors on which the Company competes include:

▪price;

▪product quality and attributes;

▪brand identification;

▪breadth of product line; and

▪customer service.

For certain products and product categories there has been, and the Company expects there to continue to be, a consumer shift towards more generic, lower-priced, or other value offerings, including private label products, which could result in lower sales, reduced margins, and lower market share for the Company's products.

Demand for the Company’s products is also affected by competitors’ promotional spending, the effectiveness of the Company’s advertising and marketing programs, and consumer perceptions, including those related to food trends such as sustainability of product sources and animal welfare. The Company’s failure to compete successfully on any of these or other factors could lead to, among other things, reduced demand for the Company’s brands and products, which could negatively impact the Company’s results of operations and financial condition.

The Company faces risks related to its ability to respond to changing consumer preferences, diets and eating patterns, including through its innovation and marketing investments. The Company invests in consumer insights and research and development to deliver innovative products that resonate with consumers, appeal to customers, and support sales growth. Consumer preferences for food products are impacted by a variety of factors, including convenience, flavor variety, and developments in options for weight management (e.g., the use of medications). If the Company is unsuccessful in developing and introducing new products that resonate with consumers, the return on the Company’s investment in new product development will be less than anticipated and the Company’s efforts to grow sales through innovation will be less successful than expected. Any of these outcomes could adversely affect the Company's results of operations and financial condition.

Damage to the Company’s reputation or brand image could adversely affect its business. Maintaining and enhancing the reputation of the Company and its key brands is critical to the Company's business success. The Company's reputation is largely based on perceptions. It may be difficult to address negative publicity or sensationalism across media channels, regardless of its accuracy or the reputability of its source, including as a result of fictitious media content (such as content produced by artificial intelligence or bad actors). Negative incidents (including those based on differing perspectives or opinions) involving the Company, its brands, its workforce, or others with whom the Company does business could quickly erode trust and confidence and result in changes in behavior including consumer boycotts, workforce unrest or walkouts, government investigations, and litigation. Negative reputational incidents or negative perceptions of the Company or its brands could adversely affect the Company's business and results of operations, including through lower sales, the termination of business relationships, higher costs, and team member engagement, retention, and recruiting difficulties. The Company has previously experienced negative perceptions of its business, and it could experience similar occurrences in the future. Any of these outcomes could negatively impact the Company's reputation, results of operations, and financial condition.

The Company previously established, and may continue to establish, various goals and initiatives regarding environmental, social, and governance matters, including with respect to sustainability. The Company has modified, and may continue to modify, certain of these goals and initiatives from time to time. The Company's establishment and continuation of any goals or initiatives regarding environmental, social, and governance matters, any modification or termination of such goals or initiatives, or any failure or perceived failure by the Company to achieve them, could result in negative reactions from the Company's shareholders, customers, consumers, team members, suppliers, and other third parties (including governmental entities and officials and non-governmental organizations) and lead to adverse perceptions of the Company's business, consumer boycotts, litigation, investigations, and regulatory proceedings. Any of these outcomes could negatively impact the Company's reputation, results of operations, and financial condition.

Reputational harm can also occur indirectly through companies and others with whom the Company does business or who sell the Company's products. In addition, the Company has previously had, and may in the future have, relationships with celebrities, influencers, and other individuals, including for advertising campaigns and marketing programs. If consumers have negative experiences with, or view unfavorably, any of the companies or individuals with whom the Company has relationships, it could

cause them to reduce or stop purchasing the Company's products, which could adversely affect the Company's results of operations.

The potential impacts of a changing climate could have an adverse impact on the Company’s results of operations and financial condition. The potential impacts of a changing climate may be widespread and unpredictable and present a variety of risks in the short-term and long-term. The physical effects of a changing climate, such as natural disasters, extreme weather conditions, drought, and rising sea levels, could adversely affect the Company's results of operations, including by reducing the availability of necessary raw materials, increasing the cost of raw materials, increasing its energy costs, disrupting its supply chain, negatively impacting its workforce, damaging its facilities, and threatening the habitability of the locations in which the Company operates. In addition to physical risks, the potential impacts of a changing climate also present transition risks, including regulatory and reputational risks. For example, the Company uses commodities and energy inputs in its operations that may face increased regulation due to a changing climate or other environmental concerns, which could increase the Company's costs. Furthermore, the Company's establishment and continuation of sustainability goals and initiatives, or any modification, conclusion, failure, or perceived failure by the Company to achieve them, or to otherwise meet evolving, varied, and potentially conflicting expectations from the Company's shareholders, customers, consumers, team members, suppliers, and other third parties (including governmental entities and officials and non-governmental organizations) regarding the environment and the Company's goals and initiatives, could lead to adverse perceptions of the Company's business, consumer boycotts, litigation, investigations, and regulatory proceedings. Any of these outcomes could adversely affect the Company's reputation, results of operations, and financial condition.

Legal and Regulatory Risks

Litigation and other legal proceedings may adversely affect the Company's reputation, results of operations, and financial condition. The Company is regularly involved in a variety of legal proceedings, including litigation, arbitration, claims, investigations, and inquiries. The frequency of any such proceedings could increase in the future. These proceedings relate to a wide range of matters, including class actions involving employees, consumers, competitors, suppliers, shareholders, or others, commercial disputes, product liability, contract disputes, antitrust regulations, tax regulations, intellectual property, advertising, labeling, wage and hour laws, employment practices, environmental matters, shareholder actions, securities claims, and other matters relating to the Company's compliance with applicable laws and regulations. These matters are inherently uncertain, and the Company may not be successful in defending itself. Determining applicable reserves and possible losses related to such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. In addition, the Company's assessment of the materiality and likely outcome of these matters may not be consistent with the ultimate outcome of such matters. Responding to these matters has required, and may in the future require, the Company to devote significant resources and incur significant expenses, even for those that are non-meritorious, which could adversely affect the Company's results of operations and financial condition. Any of these proceedings could also generate negative publicity that adversely affects the Company's reputation.

Government regulation, present and future, exposes the Company to potential sanctions and compliance costs that could adversely affect the Company’s business. The Company’s operations, and those of its suppliers, are subject to extensive regulation in the U.S. and abroad, by the U.S. Department of Agriculture, the U.S. Food and Drug Administration, the U.S. Department of Homeland Security, international, federal, and state taxing authorities, and other international, federal, state, and local authorities, including those that oversee workforce mobility, taxation, animal welfare, food safety, and the processing, packaging, storage, distribution, advertising, and labeling of the Company’s products. Claims or enforcement proceedings could be brought against the Company in the future. In addition, these regulations could become more restrictive, which could lead to increased costs for the Company. For example, multiple states in the U.S. have implemented, or are considering implementing, extended producer responsibility laws that will require the Company to enact policies and processes and will increase expenses, including through fees paid to state governments in connection with such laws. In addition, pork harvest facilities that the Company relies upon in its supply chain are currently relying on government-issued waivers to regulations that otherwise limit maximum production line speeds. While rulemaking and legislation are underway to permanently increase permissible line speeds, if these waivers are not made permanent and line speeds are required to be slowed, harvest capacity and costs may be negatively impacted. Any of these outcomes could adversely affect the Company's results of operations and financial condition.

The Company’s manufacturing facilities and products are also subject to ongoing inspection by federal, state, and local authorities. The loss of the availability of government inspectors, including due to a government furlough or reduction in force, could cause disruption to the Company’s manufacturing facilities, which could adversely impact the Company's results of operations.

There have been, and may continue to be, changes in the legal or regulatory environment (including as a result of executive orders) affecting many areas related to the Company's business, including raw material costs and availability, energy costs and availability, workforce availability, transport costs and capacity, information security, cybersecurity, and data privacy, supply chain requirements, food safety, environmental, social, and governance matters, and climate and emissions disclosure. The ultimate impact of any changes in the legal or regulatory environment (including as a result of executive orders) is not possible to predict and could negatively affect the Company's results of operations and financial condition, including by increasing its expenses,

reducing customer and consumer demand for the Company's products, limiting workforce availability for the Company, its suppliers, and its customers, and resulting in litigation, investigations, and regulatory proceedings against the Company. In addition, if the Company is unable or perceived to be unable to comply with any changes in the legal or regulatory environment (including as a result of executive orders), the Company's reputation, results of operations, and financial condition could be adversely affected.

The Company is subject to stringent environmental regulations and may be subject to environmental litigation, proceedings, and investigations. The Company’s past and present business operations and the Company’s ownership and operation of real property are subject to stringent international, federal, state, and local environmental laws and regulations pertaining to the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. Some of the Company’s facilities have been in operation for many years and, over time, the Company and other prior operators of these facilities may have generated and disposed of waste that now may be considered hazardous. Future discovery of contamination of property underlying or in the vicinity of the Company’s present or former properties or manufacturing facilities and/or waste disposal sites could require the Company to incur additional expenses related to additional investigation, assessment, or other requirements. The occurrence of any of these events, the implementation of new laws and regulations, or stricter interpretation of existing laws or regulations could adversely affect the Company’s reputation, results of operations, and financial condition.

The Company’s foreign operations pose additional risks to the Company’s business. The Company operates its business and markets its products internationally as well as sourcing a variety of inputs from around the world. The Company’s foreign operations are subject to the risks described above, as well as risks related to fluctuations in currency values, foreign currency exchange controls, compliance with foreign regulations and tax laws, compliance with applicable U.S. laws, including the Foreign Corrupt Practices Act, and other economic or political uncertainties. The Company's international sales are subject to risks related to general economic conditions, imposition of tariffs, quotas, trade barriers and other restrictions, enforcement of remedies in foreign jurisdictions and compliance with applicable foreign laws, and other economic and political uncertainties. Any of these risks could result in increased costs and decreased revenues, which could adversely affect the Company’s results of operations and financial condition.

None.

Risk Management and Strategy

As a global organization, the Company’s information systems are subject to various risks, including, but not limited to risks associated with ransomware, system disruption, data theft, unauthorized access to information, and misuse of data. To identify, address, and mitigate these risks, the Company has developed and maintains a cybersecurity program. The Company’s cybersecurity program is informed by the National Institute of Standards and Technology (NIST) Cybersecurity Framework and the Company’s Enterprise Risk Management (ERM) process and relies on internal and external expertise.

Integration with ERM Processes

The Company maintains an ERM program with a governance structure that is designed to identify, assess, prioritize, and mitigate risks across the organization. The ERM Executive Committee, comprised of the Company’s senior leadership team, has the ultimate responsibility for managing the identification of the key risks facing the Company and meets regularly to discuss the Company’s approach to mitigating those risks. Through the ERM process, cybersecurity has been identified as an important risk facing the Company. As a result, the cybersecurity program is an important component of the Company’s ERM processes.

In addition to discussing the cybersecurity program at ERM Executive Committee meetings, members of the ERM Executive Committee participate in the cybersecurity incident response process. This process includes a governance model and procedures for identifying, categorizing, containing, and responding to cybersecurity incidents. As a component of the cybersecurity incident response process, the Company periodically conducts attack simulations and exercises and has used third parties to support this work. The Company also maintains business continuity and disaster recovery plans to prepare for potential technology disruptions and to better position the Company to recover from any cybersecurity incident. The Company’s Disclosure Committee also includes members of the ERM Executive Committee, helping to ensure timely analysis of potential disclosure obligations relating to cybersecurity events.

Cybersecurity Program Components

The Company’s cybersecurity program includes a focus on governance, processes, technology, and people. Components of the program include the following:

• Investments in security technology, such as vulnerability management tools, malicious software protection, email security, and around-the-clock monitoring;

• Regular monitoring and updating of the Company’s IT infrastructure, to respond to the dynamic cybersecurity threat environment;

• Use of internal resources and third parties to assess, test, validate, and strengthen the cybersecurity program, and the periodic use of third parties to perform penetration testing and to assess the quality and maturity of the program against the NIST Cybersecurity Framework; and

• Assessing and managing cybersecurity risks associated with the Company’s relationships with third parties, including technology and service providers, through due diligence efforts and the imposition of contractual obligations.

The Company’s cybersecurity program also includes employee training and education. Frequent employee training topics include social engineering, phishing, password protection, confidential data protection, asset use, and mobile security. Training emphasizes the importance of reporting incidents promptly to the Company’s security operations team. The Company also conducts periodic phishing tests with employees and provides employees with easy-to-use tools to report potential phishing emails.

Cybersecurity Governance and Oversight

Management

The Company’s management is responsible for identifying, assessing, and managing the Company’s exposure to cybersecurity risk. The Company has an internal team that is supported by security technologies, third-party experts, and threat intelligence resources in support of cybersecurity risk reduction. The Company's internal cybersecurity team is led by the Company’s Director of Information Security and Compliance, who acts in the capacity of a chief information security officer and is responsible for overseeing the execution of cybersecurity strategy and maturing the Company’s cybersecurity posture. The Director of Information Security and Compliance reports to the Company’s Vice President of IT Services and has education, training, and experience pertinent to cybersecurity, including more than 25 years of IT experience with over 15 years in Information Security and holds the Certified Information Security Systems Professional (CISSP) certification.

Board of Directors

The Company’s Board of Directors (Board) and its Audit Committee exercise oversight of the Company’s ERM program, including the cybersecurity program. Management, led by the Director of Information Security and Compliance, provides at least three updates per year to the Audit Committee on cybersecurity topics, and the Audit Committee regularly reports to the Board on these presentations. In addition, the Director of Information Security and Compliance provides an annual cybersecurity update to the full Board. Management’s updates cover relevant cybersecurity topics, both ongoing and unique in nature, including risk exposures and management’s actions to monitor and mitigate such risks, emerging threats or regulations, and status updates on projects to strengthen and mature the Company’s systems and cybersecurity programs. Management’s escalation protocol includes reporting of certain cybersecurity threats or incidents to the Audit Committee in a prompt and timely manner.

Impact of Cybersecurity Risks and Threats

While some of the Company’s third-party service providers have experienced cybersecurity incidents and the Company has experienced threats to its data and systems, as of the date of this report, the Company’s management is not aware of any cybersecurity threats or incidents that have materially affected its business strategy, results of operations, or financial condition. This does not guarantee that future incidents or threats will not have a material impact by interrupting operations, causing reputational harm, increasing operating costs, or exposing the Company to litigation. For additional commentary on cybersecurity risks, see Part 1, Item 1A. Risk Factors under the heading “The Company may be adversely impacted if the Company is affected by cybersecurity attacks or other security breaches.”

The Company’s global headquarters is located in Austin, Minnesota. The Company has various processing plants, warehouses, and operational facilities, mainly located in the U.S. The Company maintains a national sales force through strategic placement of sales offices across the U.S. The Company also maintains properties internationally to support global processing and sales. The majority of the Company’s properties are owned. Leased property is used as needed for production, distribution, and sales.

The Company believes its operating facilities are well-maintained and suitable for current use. The Company regularly engages in construction and other capital improvement projects with a focus on value-added capacity projects and automation, as well as projects to support regulatory requirements, maintenance needs, and cost-reduction opportunities.

Many of the Company’s domestic properties are utilized by more than one segment and utilization of these facilities can change over time. Therefore, it is impracticable to disclose them by segment. The facilities outside the U.S. serve the International segment.

(1) Turkey grow-out facilities are excluded.

Information regarding legal proceedings is available in Note K - Commitments and Contingencies of the Notes to the Consolidated Financial Statements.

Not applicable.

Information about our Executive Officers

The following table provides information regarding the executive officers of the Company as of December 5, 2025:

No family relationship exists among the executive officers and no arrangements or understandings between any executive officer and any other person pertaining to such executive officer's selection as such exist.

PART II

Market Information

Hormel Foods Corporation’s common stock is traded on the New York Stock Exchange under the symbol HRL.

Holders

As of November 24, 2025, there were approximately 8,500 record holders of the Company’s common stock and approximately 260,000 holders whose shares were held in street name by brokerage firms and financial institutions.

Issuer Purchases of Equity Securities

There were no issuer purchases of equity securities in the quarter ended October 26, 2025. On January 29, 2013, the Company’s Board of Directors authorized the repurchase of 10,000,000 shares of its common stock with no expiration date. On January 26, 2016, the Board of Directors approved a two-for-one split of the Company’s common stock to be effective January 27, 2016. As part of the stock split resolution, the number of shares remaining to be repurchased was adjusted proportionately. As of October 26, 2025, the maximum number of shares that may yet be purchased under the repurchase plans or programs is 3,677,494.

Dividends

The Company has paid dividends for 389 consecutive quarters. The Company is dedicated to returning cash to shareholders through dividend payments.

Shareholder Return Performance Graph

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index, and the S&P 500 Packaged Foods & Meats Index for the five years ended October 26, 2025. The graph assumes $100 was invested in each as of the market close on October 26, 2020. Note that historic stock price performance is not necessarily indicative of future stock price performance.

The Company is a global manufacturer and marketer of branded food products and remains focused on driving long-term growth through a balanced business model, a diverse portfolio, and a commitment to creating value for all stakeholders. The Company reports its results in the following three reportable segments: Retail, Foodservice, and International.

A review of the Company’s fiscal 2025 performance compared to fiscal 2024 appears in the following section. A review of fiscal 2024 performance compared to fiscal 2023 is set forth in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024, under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operations," which is incorporated herein by reference.

The Company discloses certain measures not defined by U.S. Generally Accepted Accounting Principles (GAAP), including organic volume, organic net sales, adjusted selling, general and administrative (SG&A), adjusted SG&A as a percent of net sales, adjusted operating income, adjusted net earnings, adjusted diluted earnings per share, and adjusted segment profit. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. For additional information and reconciliations to the most closely comparable measures calculated in accordance with GAAP, see the "Non-GAAP Measures" section of this Item. All forward-looking comparisons for fiscal 2026 are comparing fiscal 2025 GAAP figures to projected fiscal 2026 GAAP figures, unless otherwise noted.

Results of Operations

OVERVIEW

Fiscal 2025: The Company believes fiscal 2025 was a challenging year, as strong net sales performance did not translate into net earnings growth. Net sales totaled $12.1 billion, an increase of 2 percent compared to the prior year. Growth was driven by all three segments, and the Company delivered four consecutive quarters of net sales gains.

In fiscal 2025, the Company experienced persistent input cost inflation, primarily related to commodity markets, which significantly pressured earnings. Pork belly, beef, and nut input costs caused the most earnings pressure during the year.

The Company continued to support its strategic programs during fiscal 2025, including its multi-year Transform and Modernize (T&M) initiative. The Company made meaningful progress on the initiative, which is expected to deliver long-term value to the organization. The Company also recognized expenses associated with a corporate restructuring plan designed to reduce administrative expenses, improve efficiencies, and align its workforce to the Company’s future needs, while enabling continued investment in the Company’s growth.

SG&A decreased in fiscal 2025 primarily due to the lapping of antitrust settlements incurred in the prior year, lower advertising spend, and proceeds from a legal settlement. Adjusted SG&A as a percent of net sales was comparable to the prior year.

Operating income decreased 33 percent compared to the prior year, as earnings were significantly impacted by non-cash impairment charges recorded in the International and Retail segments. Adjusted operating income decreased 11 percent.

Net earnings decreased 41 percent compared to the prior year due to the above factors and a higher effective tax rate primarily driven by impairment charges. Adjusted net earnings declined 13 percent. Diluted earnings per share and adjusted diluted earnings per share for fiscal 2025 were $0.87 and $1.37, respectively, compared to $1.47 and $1.58 in the prior year.

Capital expenditures in fiscal 2025 were $311 million, including investments in capacity expansions for Hormel**®** Fire Braised™ and Applegate**®** products, data and technology, people and animal safety, and the Jiaxing, China, facility. The Company continues to prioritize investments in growth, innovation, cost savings, automation, and maintenance.

Dividends paid to shareholders were a record $633 million.

Changes in global trade policies, including tariffs and retaliatory tariffs, had a minor impact on the Company’s results of operations during fiscal 2025. The Company continues to monitor and evaluate the impact of proposed and enacted tariffs, including proposed and enacted retaliatory tariffs, and other trade restrictions, as well as its ability to mitigate their impacts.

Fiscal 2026 Outlook: The Company continues to navigate through a dynamic consumer and operating environment. Organic net sales growth of 1 percent to 4 percent is expected in fiscal 2026, which the Company anticipates being driven by growth across a broad range of categories, increased brand support and innovation, market-based pricing actions, and the Company’s current assumptions for raw material costs. From a bottom-line perspective, segment profit growth from all three segments is expected in fiscal 2026. Diluted earnings per share are expected to be $1.29 to $1.39 and adjusted diluted earnings per share are expected to be $1.43 to $1.51. Earnings are expected to decline in the first quarter of the year, followed by growth in each of the remaining three quarters. Major risks to the outlook include incremental inflationary pressures and the impact of deteriorating macroeconomic conditions on the Company’s customers, consumers, and operators.

The Company remains in a strong financial position due to its operating cash flow, liquidity, and solid balance sheet. The Company plans to continue to support the business through increased marketing and advertising investments for its leading brands. Further, continued capital expenditure investments are expected, including investments in data and technology and value-added capacity expansions.

The implied annualized dividend rate for 2026 is $1.17 per share, representing an increase of 1 percent and marking the 60th consecutive year of dividend increases. Returning cash to shareholders in the form of dividends remains a top priority for the Company.

CONSOLIDATED RESULTS

Volume, Net Sales, Net Earnings (Loss) and Diluted Earnings (Loss) Per Share

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The Company is exposed to various forms of market risk as a part of its ongoing business practices including commodity price risk, interest rate risk, foreign currency exchange rate risk, investment risk, and concentration of credit risk, among others. The Company may use derivative financial and commodity instruments to manage these risks and does not enter into these instruments for trading or speculative purposes.

Commodity Price Risk: The Company is subject to commodity price risk through grain, lean hog, natural gas, and diesel fuel markets. To reduce these exposures and offset the fluctuations caused by changes in market conditions, the Company employs hedging programs. These hedging programs utilize futures, swaps, and options contracts and are accounted for as cash flow hedges. The fair value of the Company’s cash flow commodity contracts as of October 26, 2025, was $5.5 million compared to $(5.9) million as of October 27, 2024. The Company measures its market risk exposure on its cash flow commodity contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices. A 10 percent decrease in the market price would have negatively impacted the fair value of the Company’s cash flow commodity contracts as of October 26, 2025, by $29.3 million, which in turn would have lowered the Company’s future cost on purchased commodities by a similar amount.

Interest Rate Risk: The Company is subject to interest rate risk primarily from changes in fair value of long-term fixed rate debt. The Company’s long-term debt had a fair value of $2.6 billion as of October 26, 2025, compared to $2.5 billion as of October 27, 2024. The Company measures its market risk exposure of long-term fixed rate debt using a sensitivity analysis, which considers a hypothetical 10 percent change in interest rates. A 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt as of October 26, 2025, by $62.2 million. A 10 percent increase would have negatively impacted the long-term debt by $57.9 million.

Foreign Currency Exchange Rate Risk: The fair values of certain Company assets and liabilities are subject to fluctuations in foreign currency exchange rates. The Company’s net asset position in foreign currencies was $0.8 billion as of October 26, 2025, and $1.2 billion as of October 27, 2024, with most of the exposure existing in Chinese yuan, Indonesian rupiah, and Philippine peso. The Company does not use market risk sensitive instruments to manage this risk.

Investment Risk: The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans. The rabbi trust is invested primarily in fixed income funds. The Company is subject to market risk due to fluctuations in the value of the remaining investments. As of October 26, 2025, the balance of these securities totaled $219.2 million compared to $209.7 million as of October 27, 2024. A hypothetical 10 percent decline in the value of the investments not held in fixed income funds would have negatively impacted the Company’s pre-tax earnings by approximately $10.6 million, while a 10 percent increase in value would have a positive impact of the same amount.

Concentration of Credit Risk: The Company is exposed to credit risk from its customers. The Company regularly assesses the credit worthiness of its customers. As of October 26, 2025, and October 27, 2024, one customer accounted for more than 10 percent of net accounts receivable.

Report of Management

Management’s Responsibility for Financial Statements

The accompanying financial statements were prepared by the management of Hormel Foods Corporation, which is responsible for their integrity and objectivity. These statements have been prepared in accordance with U.S. generally accepted accounting principles appropriate in the circumstances and, as such, include amounts that are based on our best estimates and judgments.

Hormel Foods Corporation has developed a system of internal controls designed to assure that the records reflect the transactions of the Company and that the established policies and procedures are adhered to. This system is augmented by well-communicated written policies and procedures, a strong program of internal audit and well-qualified personnel.

These financial statements have been audited by Ernst & Young LLP, an independent registered public accounting firm, and their report is included herein. The audit was conducted in accordance with the standards of the U.S. Public Company Accounting Oversight Board and includes an evaluation of the Company’s accounting and financial controls and tests of transactions.

The Audit Committee of the Board of Directors, composed solely of outside directors, meets periodically with the independent auditors, management, and the internal auditors to assure that each is carrying out its responsibilities. Both Ernst & Young LLP and our internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the results of their audit work and their opinions on the adequacy of internal controls and the quality of financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management of Hormel Foods Corporation is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rule 13a–15(f). The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision, and with the participation of management, including the Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on our evaluation under the framework in Internal Control - Integrated Framework, we concluded that our internal control over financial reporting was effective as of October 26, 2025. Our internal control over financial reporting as of October 26, 2025, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Report of Ind****ependent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Hormel Foods Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Hormel Foods Corporation’s internal control over financial reporting as of October 26, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hormel Foods Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 26, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of October 26, 2025 and October 27, 2024, the related consolidated statements of operations, comprehensive income, changes in shareholders’ investment and cash flows for each of the three years in the period ended October 26, 2025, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated December 5, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

December 5, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Hormel Foods Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Hormel Foods Corp

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None.

Disclosure Controls and Procedures

As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Interim Chief Executive Officer and the Interim Chief Financial Officer and Controller, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer and Controller concluded, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance the information the Company is required to disclose in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to the Company’s management, including its Interim Chief Executive Officer and Interim Chief Financial Officer and Controller, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s report on the Company’s internal control over financial reporting is included on page 34 of this report. The report of the Company’s independent registered public accounting firm related to their assessment of the effectiveness of internal control over financial reporting is included on page 35 of this report.

The Company is in the midst of a multi-year transformation project to achieve better analytics, customer service, and process efficiencies through the use of Oracle Cloud Solutions. During the fourth quarter of fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations. Implementation is expected to continue into fiscal 2026. Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.

With the exception of the order-to-cash implementation described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal quarter ended October 26, 2025, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as the terms are defined in Item 408(a) of Regulation S-K.

None.

PART III

Information under “Item 1 – Election of Directors”, “Board Independence”, “Delinquent Section 16(a) Reports”, “Board of Director Meetings”, “Board Committees”, and “Insider Trading Policy, including Stock Hedging and Pledging Policies” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

Information concerning Executive Officers is set forth in Part I of this Annual Report on Form 10-K, pursuant to Instruction to Item 401 of Regulation S-K.

The Company has adopted a Code of Ethical Business Conduct in compliance with applicable rules of the Securities and Exchange Commission that applies to its principal executive officer, its principal financial officer, and its principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethical Business Conduct is available on the

Company’s website at www.hormelfoods.com, free of charge, under the caption, “Investors – Governance – Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s website at the address and location specified above.

Information commencing with “Executive Compensation” through "CEO Pay Ratio Disclosure”, and information under “Compensation of Directors” and “Equity Grant Timing” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

Information regarding the Company’s equity compensation plans as of October 26, 2025, is presented below:

(1) Includes 17,308,013 stock options, 819,821 restricted stock units, 56,523 restricted shares and 134,691 deferred stock units.

(2) Only includes the weighted-average exercise price of outstanding stock options.

Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” in the definitive proxy statement for the Annual Meeting of Stockholders to be held on or about January 27, 2026, is incorporated herein by reference.

PART IV

The following consolidated financial statements of Hormel Foods Corporation for the fiscal year ended October 26, 2025, are filed as part of this report:

Consolidated Statements of Operations – Fiscal Years Ended October 26, 2025, October 27, 2024, and October 29, 2023.

Consolidated Statements of Comprehensive Income – Fiscal Years Ended October 26, 2025, October 27, 2024, and October 29, 2023.

Consolidated Statements of Financial Position – October 26, 2025, and October 27, 2024.

Consolidated Statements of Changes in Shareholders’ Investment – Fiscal Years Ended October 26, 2025, October 27, 2024, and October 29, 2023.

Consolidated Statements of Cash Flows – Fiscal Years Ended October 26, 2025, October 27, 2024, and October 29, 2023.

Notes to the Consolidated Financial Statements

Report of Management

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)

FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedule of Hormel Foods Corporation required is submitted herewith:

Schedule II – Valuation and Qualifying Accounts and Reserves – Fiscal Years Ended October 26, 2025, October 27, 2024, and October 29, 2023.

HORMEL FOODS CORPORATION

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

In thousands

(1) Uncollectible accounts written off.

(2) Recoveries on accounts previously written off.

FINANCIAL STATEMENTS AND SCHEDULES OMITTED

All other financial statements and schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.