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Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

(a)(1)Financial Statements:
(a)(2)See the Index to Financial Statements on page 48 of this Annual Report on Form 10-K.
Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or notes thereto.
(a)(3)Exhibits:
The following exhibits are either attached or incorporated herein by reference to another filing with the SEC.
Exhibit NumberExhibit Description
2.1Agreement and Plan of Merger by and among The J.M. Smucker Company, Hostess Brands, Inc. and SSF Holdings, Inc. dated as of September 10, 2023
3.1Amended Articles of Incorporation of The J. M. Smucker Company
3.2Amended Regulations of the J. M. Smucker Company (as Amended January 20, 2023)
4.1Description of Capital Stock
4.2Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee
4.3First Supplemental Indenture, dated as of March 20, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee
4.4Second Supplemental Indenture, dated as of December 7, 2017, between the Company and U.S. Bank National Association, as trustee
4.5Third Supplemental Indenture, dated as of March 9, 2020, between the Company and U.S. Bank National Association.
4.6Fourth Supplemental Indenture, dated as of September 24, 2021, between the Company and U.S. Bank National Association
4.7Fifth Supplemental Indenture, dated as of October 25, 2023, between the Company and U.S. Bank Trust Company, N.A. (as successor to U.S. Bank N.A.)
4.8Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein
10.1Nonemployee Director Stock Plan dated January 1, 1997*
10.2The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*
10.3Amendment No. 1 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 17, 2020*
10.4Amendment No. 2 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 26, 2023*
10.5The J. M. Smucker Company Voluntary Deferred Compensation Plan, Amended and Restated as of December 1, 2012*
10.6Amendment No. 1 to The J. M. Smucker Company Voluntary Deferred Compensation Plan, dated as of June 17, 2020*
10.7The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*
10.8The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.9Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.10The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan*
10.11Form of Special One-Time Grant of Restricted Stock Agreement*
10.12Form of Restricted Stock Agreement*
10.13Form of Special One-Time Grant of Restricted Stock Agreement*
10.14Form of Special One-Time Grant of Deferred Stock Units Agreement*
Exhibit NumberExhibit Description
10.15Form of Performance Units Agreement*
10.16Form of Restricted Stock Agreement*
10.17Form of Deferred Stock Units Agreement*
10.18Form of Deferred Stock Units Agreement*
10.19Form of Restricted Stock Agreement*
10.20Form of Deferred Stock Units Agreement*
10.21Form of Performance Units Agreement*
10.22Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
10.23Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff Vest)*
10.24Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
10.25Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 Vest)*
10.26Form of Performance Units Agreement*
10.27Form of Nonstatutory Stock Option Agreement*
10.28Form of Nonstatutory Stock Option Agreement*
10.29Form of Nonstatutory Stock Option Agreement*
10.30Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
10.31Form of Deferred Stock Unit Agreement*
10.32Form of Nonstatutory Stock Option Agreement*
10.33Form of Performance Units Agreement*
10.34Form of Restricted Stock Agreement*
10.35Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
10.36Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
10.37Form of Nonstatutory Stock Option Agreement*
10.38Form of Special One-Time Grant of Restricted Stock Agreement (1-year Cliff Vest)*
10.39Form of Special One-Time Grant of Restricted Stock Agreement (2-year Ratable Vest)*
10.40Form of Restricted Stock Agreement (2-Year Ratable Vest)*
10.41Form of Deferred Stock Unit Agreement*
10.42Form of Restricted Stock Agreement (3-Year Ratable Vest)*
10.43Employment Offer, dated February 28, 2020, between the Company and John P. Brase*
10.44The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
10.45The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*
10.46The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2021)*
10.47The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, Restated Effective May 1, 2015*
10.48Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*
10.49Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*
10.50Amendment No. 3 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of June 17, 2020*
10.51The J. M. Smucker Company Restoration Plan, Amended and Restated Effective January 1, 2013*
10.52Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*
10.53Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*
10.54Amendment No. 3 to The J. M. Smucker Company Restoration Plan, dated as of January 1, 2017*
Exhibit NumberExhibit Description
10.55Amendment No. 4 to The J. M. Smucker Company Restoration Plan, dated as of June 17, 2020*
10.56The J. M. Smucker Company Executive Severance Plan.
10.57Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*
10.58Form of Indemnity Agreement between the Company and the Officer party thereto*
10.59The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*
10.60Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
10.61Revolving Credit Agreement, dated as of August 19, 2021, by and among The J.M. Smucker Company, Smucker Foods of Canada Corp., Bank of America, N.A., as Administrative Agent, and the several financial institutions and U.S. subsidiaries of the Company from time to time party thereto
10.62Amendment No. 1 to the Revolving Credit Agreement, dated as of April 20, 2023*
10.63Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
10.64Term Loan Credit Agreement, dated as of September 27, 2023, among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto
19The J. M. Smucker Company Insider Trading and Disclosure Policy
21Subsidiaries of the Registrant
23Consent of Independent Registered Public Accounting Firm
24Powers of Attorney
31.1Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2Certifications of Tucker H. Marshall pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
97The J. M. Smucker Company Clawback of Incentive Compensation Policy
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
104The cover page of this Annual Report on Form 10-K for the year ended April 30, 2024, formatted in Inline XBRL
  • Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

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.

Date: June 18, 2024The J. M. Smucker Company
/s/ Tucker H. Marshall
By:Tucker H. Marshall
Chief Financial Officer

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.

*
Mark T. SmuckerChair of the Board, President, and Chief Executive Officer (Principal Executive Officer)June 18, 2024
*
Tucker H. MarshallChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)June 18, 2024
*
Mercedes AbramoDirectorJune 18, 2024
*
Tarang P. AminDirectorJune 18, 2024
*
Susan E. Chapman-HughesDirectorJune 18, 2024
*
Jay L. HendersonDirectorJune 18, 2024
*
Jonathan E. Johnson IIIDirectorJune 18, 2024
*
Kirk L. PerryDirectorJune 18, 2024
*
Alex ShumateDirectorJune 18, 2024
*
Jodi L. TaylorDirectorJune 18, 2024
*
Dawn C. WilloughbyDirectorJune 18, 2024
*The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors.
Date: June 18, 2024/s/ Jeannette L. Knudsen
By:Jeannette L. Knudsen Attorney-in-Fact

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