J.M. Smucker (SJM) 10-K risk factor changes: FY2025 vs FY2024

We have in the past been, and may continue to be, adversely affected by changes in national and global macroeconomic conditions, such as inflation, rising interest rates, tax rates, availability of capital markets, consumer spending rates, energy availability and costs, supply chain [removed: challenges, labor shortages, geopolitical conflicts] [added: challenges] (including [added: new or increased tariffs imposed by] the [removed: ongoing conflicts between Russia and Ukraine and Israel] [added: U.S.] and [removed: Hamas),] [added: retaliatory tariffs by other countries), labor shortages, geopolitical conflicts,] the negative impacts caused by pandemics and public health crises, and growing recession risk.

- volatility in commodity and other input costs could continue due to adverse macroeconomic conditions; [removed: and]

- consumers could choose to purchase private label or competitive products of our lower-priced products as a result of an economic [removed: downturn.][added: downturn; and]

We may also encounter significant unexpected difficulties in integrating the Hostess Brands business [removed: and may] [added: and may] be unable to effectively manage stranded overhead resulting from recent divestitures.

In particular, our ability to realize the anticipated benefits of the acquisition of Hostess Brands will [removed: depend, to a large extent,] [added: depend] on our ability to [removed: integrate the Hostess Brands business into our Company.][added: achieve synergies and cost savings, while overcoming executional hurdles.]

Our failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the [removed: transactions,] [added: transaction,] and negatively impact the price of our common shares.

- the diversion of management’s attention to [removed: integration] [added: acquisition] matters;

In addition, we have made strategic divestitures of brands and businesses, including the [removed: recently divested *Sahale Snacks*] [added: recent divestitures of certain Sweet Baked Snacks value brands] and [removed: Canada condiment businesses,] [added: the *Voortman* business,] as well as past divestitures of [removed: certain pet food brands,] the [removed: natural beverage] [added: Canada condiment] and [removed: grains,] [added: *Sahale Snacks* businesses,] and [removed: private label dry] [added: certain] pet food [removed: businesses,] [added: brands,] among others, and we may continue to do so in the future.

[removed: If our efforts] to protect our intellectual property are not adequate, such as in the event of a cybersecurity incident, if any third party misappropriates or infringes on our intellectual property, or if we are alleged to be misappropriating or infringing on the intellectual property rights of others, the value of our brands may be harmed, which could have a material adverse effect on our business.

In addition, we utilize a number of proprietary methods for manufacturing our [removed: *Smucker’s Uncrustables* frozen] [added: *Uncrustables*] sandwiches, which we believe are essential to producing high-quality sandwiches that consistently meet consumer expectations.

If our competitors copy or develop more advanced coffee roasting or packaging or sandwich-making methods, the value of our coffee products or [removed: *Smucker’s Uncrustables*] [added: *Uncrustables*] brand, respectively, may be diminished, and we could lose customers to our competitors.

We have consolidated our production capacity for certain products into single manufacturing sites, including substantially all of our coffee, *Milk-Bone* dog snacks, [removed: *Voortman* cookies,] and fruit spreads.

A significant interruption in the operation of any of our manufacturing or distribution capabilities, or the manufacturing or distribution capabilities of our suppliers, distributors, or contract manufacturers, or a service failure by a third-party service provider, whether as a result of adverse weather conditions or a natural disaster, fire, or water availability, as a result of climate change or otherwise; work stoppage or labor [removed: shortages; cybersecurity breaches; political instability, terrorism, or geopolitical conflicts (including the ongoing conflicts between Russia and Ukraine and Israel and Hamas); pandemic illness; government restrictions, or other causes could significantly impair our ability to operate our business.]

As of April 30, [removed: 2024, 27] [added: 2025, 22] percent of our full-time employees, located at [removed: eleven] [added: nine] manufacturing locations, are covered by collective bargaining [removed: agreements, inclusive of Hostess Brands employees.][added: agreements.]

These contracts vary in term depending on location, with [removed: six] [added: three] contracts expiring in [removed: 2025,] [added: 2026,] representing approximately 10 percent of our total employees.

These and related demands on our resources may divert the organization’s attention [added: from other business issues, have adverse effects on existing business relationships with suppliers and customers, and impact employee morale.]

During 2023, we created a Transformation Office to support our multi-year commitment to ongoing margin enhancement efforts, inclusive of the removal of stranded overhead costs associated with the recent divestitures of certain [removed: pet food] [added: Sweet Baked Snacks value] brands, [removed: *Sahale Snacks*, and] the [added: *Voortman*,] Canada [removed: condiment businesses.][added: condiment, and *Sahale Snacks* businesses, and certain pet food brands.]

We have made investments to extend [removed: our Hostess Brands’ product] [added: the] shelf [removed: life,] [added: life of our products,] while maintaining such products’ taste, texture, and quality.

If we are unable to continue to produce [removed: Hostess Brands] [added: our] products with ESL or if such products are not accepted by consumers, we could be forced to make changes to our distribution model or products that could have an adverse effect on our product sales, financial condition, and operating results.

The outcome and financial impact of [removed: the ongoing consumer] [added: this] litigation [removed: or any potential regulatory action associated with the *Jif* voluntary recall] cannot be predicted at this time.

Accordingly, no loss contingency has been recorded for these matters as of April 30, [removed: 2024,] [added: 2025,] and the likelihood of loss is not considered probable or reasonably estimable.

Sales to Walmart Inc. and subsidiaries amounted to 33 percent of net sales in [removed: 2024.][added: 2025.]

Trade receivables – net at April 30, [removed: 2024,] [added: 2025,] included amounts due from Walmart Inc. and subsidiaries of [removed: $211.7,] [added: $172.3,] or [removed: 29] [added: 28] percent of the total trade receivables – net balance.

During [removed: 2024,] [added: 2025,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

Further, weak economic conditions, recessions, significant inflation, severe or unusual weather events, pandemics, and other factors [added: (including new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries)] could affect consumer preferences and demand, causing a strain on our supply chain due, in part, to retailers, distributors, or carriers modifying their restocking, fulfillment, or shipping procedures.

We may not be able to pass some or all of any increases in the price of raw materials, energy, and other input costs [added: (including new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries)] to our customers by raising prices or decreasing product size.

Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the [removed: industry,] [added: industry (including new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries),] labor shortages in the transportation industry, service failures by third-party service providers, carrier capacity, accidents, natural disasters, inflation, a pandemic illness, or a cybersecurity breach or attack, may impact our ability to obtain reliable transportation for products.

We and our business partners purchase and use large quantities of many different commodities and agricultural products in the manufacturing of our products, including green coffee, peanuts, [added: flour, sugar,] oils and fats, [removed: flour, sugar,] fruit, and other ingredients.

The prices of these commodities, agricultural-based products, and other materials are subject to volatility and can fluctuate due to conditions that are difficult to predict, including global supply and demand, commodity market fluctuations, crop sizes and yield fluctuations, adverse weather conditions, natural disasters, water supply, pandemic illness, foreign currency fluctuations, investor speculation, trade agreements [removed: (such as] [added: (including new or increased] tariffs [added: imposed by the U.S.] and [removed: sanctions),] [added: retaliatory tariffs by other countries),] political instability, geopolitical conflicts, consumer demand, general economic conditions (such as inflationary pressures and rising interest rates), and changes in governmental agricultural programs.

During [removed: 2024,] [added: 2025,] we continued to experience materially higher commodity and supply chain costs, including manufacturing, ingredient, and packaging costs, due to inflationary [removed: pressures.][added: pressures, and we expect the pressures of cost inflation to continue into 2026.]

For example, during [removed: 2022,] [added: 2025,] we experienced [added: extreme] drought [removed: and frost impacts,] [added: impact,] which substantially reduced green coffee production in Brazil.

We instead mark-to-market our derivatives through the Statements of Consolidated [removed: Income,] [added: Income (Loss),] which results in changes in the fair value of all of our derivatives being immediately recognized in consolidated earnings, resulting in potential volatility in both gross profit and net income (loss).

These gains and losses are reported in cost of products sold in our Statements of Consolidated Income [added: (Loss)] but are excluded from our segment operating results and non-GAAP earnings until the related inventory is sold, at which time the gains and losses are reclassified to segment profit and non-GAAP earnings.

Such disruptions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our [added: business needs can be arranged.]

Disruptions in the capital and credit markets could also result in higher interest rates on [removed: publicly issued debt securities and increased costs under credit facilities.]

As of April 30, [removed: 2024,] [added: 2025,] we had [removed: $8.4] [added: $7.7] billion of short-term borrowings and long-term debt.

- limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions, and general corporate or other purposes; [removed: and]

- exposing us to greater interest rate risk, including the risk to variable borrowings of a rate increase and the risk to fixed borrowings of a rate [removed: decrease.][added: decrease; and]

At April 30, [removed: 2024,] [added: 2025,] the carrying value of goodwill and other intangible assets totaled [removed: $14.9] [added: $12.1] billion, compared to total assets of [removed: $20.3] [added: $17.6] billion and total shareholders’ equity of [removed: $7.7] [added: $6.1] billion.

As of April 30, [removed: 2024,] [added: 2025,] goodwill and indefinite-lived intangible assets totaled [removed: $7.6] [added: $5.7] billion and [removed: $4.3] [added: $3.8] billion, respectively.

- timing, duration, and extent of new or increased tariffs on imports and exports and the expected retaliatory measures on U.S. goods and the impact on our business are uncertain.

As a result, management has devoted a significant amount of time and attention to integrate the Hostess Brands’ business into our Company and resolve operational difficulties.

If our efforts

shortages; cybersecurity breaches; political instability, terrorism, or geopolitical conflicts; pandemic illness; government restrictions or government trade policies (including new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries); or other causes could significantly impair our ability to operate our business.

We are defendants in ongoing consumer litigation associated with a voluntary recall of select *Jif* peanut butter products initiated in May 2022.

publicly issued debt securities and increased costs under credit facilities.

- changing the outlook or downgrading our public credit ratings by a rating agency.

During the second quarter of 2025, the disposal group for the *Voortman* business, inclusive of approximately $251.0 of goodwill within the Sweet Baked Snacks reporting unit that was allocated to the disposal group based on a relative fair value analysis, was classified as held for sale.

As a result, a pre-tax loss on the divestiture of $260.8 was recognized and included as a noncash charge in our Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

We evaluated whether it was more likely than not that the remaining goodwill of the Sweet Baked Snacks reporting unit was impaired as of October 31, 2024, and concluded that no impairment existed at this date.

On December 2, 2024, we completed the divestiture of the *Voortman* business.

During the third quarter of 2025, we completed the integration of the Hostess Brands business and operations, but continued to face execution challenges from a distribution, merchandising, and competitive standpoint, which resulted in lost market share.

Further, the sweet baked goods category continued to face increased inflationary pressures and diminished discretionary income for consumers.

These factors were key inputs into our long-range planning process, which was also completed during the third quarter of 2025, and indicated a decline in forecasted net sales and segment profit for the Sweet Baked Snacks reporting unit.

As a result, we performed an interim impairment assessment of the Sweet Baked Snacks reporting unit that indicated an estimated fair value significantly below the carrying value of the reporting unit.

We also performed an interim impairment assessment of the *Hostess* brand indefinite-lived trademark.

As a result of these assessments, we recognized total pre-tax impairment charges of $1.0 billion during the third quarter of 2025, of which $794.3 and $208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the *Hostess* brand indefinite-lived trademark, respectively.

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

We completed the annual impairment assessment, in which goodwill was tested for impairment at the reporting unit level for each reporting unit with goodwill as of the annual assessment date.

As part of our annual evaluation, we did not recognize any impairment charges related to our reporting units or indefinite-lived intangible assets.

During the fourth quarter of 2025, we continued to underperform as compared to plan in both net sales and segment profit for the Sweet Baked Snacks segment as a result of ongoing performance challenges from a distribution, merchandising, and competitive standpoint and sustained challenges in the sweet baked goods category.

Performance during the fourth quarter of 2025 reflected the impact of a dynamic macroeconomic environment, inclusive of a reduction in discretionary consumer spending and the changing regulatory environment.

Furthermore, in conjunction with the recently announced leadership transition, we re-evaluated the strategic priorities for the Sweet Baked Snacks segment to drive growth for the *Hostess* brand, with a focus on strengthening our portfolio, elevating our execution, and refocusing our strategy to reignite sustainable growth.

Following the leadership transition, we revised our financial plan for 2026 as compared to prior expectations, reflecting near-term underperformance, an evolving macroeconomic environment, and updated Sweet Baked Snacks strategic priorities, inclusive of the recently announced closure of the Indianapolis, Indiana manufacturing facility in 2026.

The updated financial plan reflects decreased net sales and segment profit, as compared to the projections used in the annual impairment review.

The overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category since acquisition, led to a reduction of the forecasted long-term growth rate for the Sweet Baked Snacks reporting unit.

As a result of these declines and the narrow differences between estimated fair values and carrying values as of the annual assessment date, we performed an interim impairment assessment of the Sweet Baked Snacks reporting unit that indicated an estimated fair value significantly below the carrying value of the reporting unit.

We also performed an interim impairment assessment of the *Hostess* brand indefinite-lived trademark.

As a result of these assessments, we recognized total pre-tax impairment charges of $980.0 during the fourth quarter of 2025, of which $867.3 and $112.7 related to the goodwill of the Sweet Baked Snacks reporting unit and the *Hostess* brand indefinite-lived trademark, respectively.

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

The goodwill and indefinite-lived trademark within the Sweet Baked Snacks segment remain susceptible to future impairment charges.

Any significant adverse change in our near- or long-term projections or macroeconomic conditions would result in future impairment charges for the Sweet Baked Snacks reporting unit.

There were no other indicators of impairment during the fourth quarter of 2025, and as a result, we do not believe that any of our remaining reporting units or

A reduction or elimination of our dividend payments could have a negative effect on our share price.

tax balances.

The current U.S. presidential administration announced the imposition of significant new tariffs that will be imposed on our imports and exports, which could negatively impact international trade relations, result in retaliatory actions, and cause inflationary pressures and higher costs.

The imposition of such tariffs and retaliatory measures could have a significant adverse impact on our results of operations, financial position, or cash flows, depending on their timing, degree, and magnitude.

Further, we may be required to raise prices for our products to offset the additional costs, which could reduce demand and result in the loss of customers.

Additionally, tariffs may harm our competitive position in key markets, as we may be at a disadvantage as compared to our competitors who operate in countries that are subject to lesser tariffs.

In some jurisdictions, these laws impose civil penalties on companies that fail to comply with these requirements including, in certain cases, a private right of action for data breaches.

As a result, we will be required to devote significant management attention and resources to integrating Hostess Brands’ business practices and operations.

- difficulties in the integration of operations and systems, inclusive of internal controls;

Further, associated with the divestiture of certain pet food brands, we entered into a contract manufacturing agreement with Post that will continue into 2025.

As a result, a portion of net sales within the pet food product categories is associated with this agreement.

Any change to this agreement could affect our operating results.

For more information, see Note 5: Reportable Segments.

In November 2021, we announced plans to invest $1.1 billion to build a new manufacturing facility and distribution center in McCalla, Alabama dedicated to the production of *Smucker’s Uncrustables* frozen sandwiches.

Construction of this facility began in 2022, with production expected to begin in 2025.

Production of new manufacturing facilities and distribution centers could cause delays and increased costs, such as shortages of materials or skilled labor, unforeseen construction, scheduling, engineering, or environmental problems, impacts of adverse weather, and unanticipated cost increases.

If we are unable to commence production at the McCalla facility within the anticipated timeframe, our financial condition and results of operations could be adversely affected.

from other business issues, have adverse effects on existing business relationships with suppliers and customers, and impact employee morale.

In May 2022, we initiated a voluntary recall of select *Jif* peanut butter products produced at our Lexington, Kentucky facility and sold primarily in the U.S., due to potential salmonella contamination.

During 2023 and 2022, we recognized total direct costs associated with the recall of approximately $120.0, net of insurance recoveries, related to customer returns, fees, unsaleable inventory, and other product recall-related costs, primarily within our U.S. Retail Frozen Handheld and Spreads segment.

There were no significant direct costs recognized during 2024.

Further, the FDA issued a Warning Letter on January 24, 2023, following an inspection of our Lexington facility completed in June 2022 in connection with the *Jif* voluntary recall, identifying concerns regarding certain practices and controls at the facility.

We responded to the Warning Letter with a detailed explanation of our food safety plan and extensive verification activities to prevent contamination in *Jif* peanut butter products.

In addition, we strengthened our already stringent quality processes.

The FDA delivered its Establishment Inspection Report concluding the June 2022 inspection in March 2024.

Although the FDA has concluded its inspection, other agencies may nonetheless conclude that certain practices or controls were not in compliance with the Federal Food, Drug, and Cosmetic Act (“FDCA”) or other laws.

Any potential regulatory action based on such an agency conclusion could result in the imposition of injunctive terms and monetary payments that could have a material adverse effect on our business, reputation, brand, results of operations, and financial performance, as well as affect ongoing consumer litigation associated with the voluntary recall of *Jif* peanut butter products.

Furthermore, commodity and oil prices have been impacted by the ongoing conflicts between Russia and Ukraine and Israel and Hamas.

We expect the pressures of cost inflation to continue into 2025, although with less volatility than experienced in 2024 and 2023.

business needs can be arranged.

The goodwill and indefinite-lived trademarks within the Sweet Baked Snacks reportable segment were based on their estimated fair values on the acquisition date.

Since carrying value represents the estimated fair value, these assets could be more susceptible to future impairment.

A change to the assumptions regarding future performance of the business, or a portion of it, or a change to other assumptions, could result in significant impairment losses in the future.

However, significant adverse changes to the assumptions regarding the future performance of the Sweet Baked Snacks segment or its brands, a sustained adverse change to macroeconomic conditions, or a change to other assumptions could result in impairment losses in the future, which could be significant.

While we concluded there were no indicators of impairment as of April 30, 2024, any significant sustained adverse change in consumer purchasing behaviors, financial results, or macroeconomic conditions could result in future impairment.

An unfavorable report on the effects of ingredients present in our

In particular, proposals brought forth by the U.S. presidential administration include increases to federal income tax rates that, if enacted, could have a material impact to our financial results.

In addition, our failure or inability to comply with applicable

changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

At The J. M. Smucker [removed: Company,] [added: Co.,] it is our privilege to make food people and pets love by offering a diverse family of brands available across North America.

We are proud to lead in the coffee, peanut butter, fruit spreads, frozen handheld, sweet baked goods, dog snacks, and cat food categories by offering brands consumers trust for themselves and their families each day, including *Folgers*, *Dunkin’*, *Café Bustelo*, *Jif*, [removed: *Smucker’s Uncrustables*,] [added: *Uncrustables*,] *Smucker’s*, *Hostess*, [removed: *Voortman*,] *Milk-Bone*, and *Meow Mix*.

For additional [removed: information on our reportable segments,] [added: information,] see Note [removed: 5: Reportable Segments.][added: 10: Derivative Financial Instruments.]

[removed: The U.S. retail market] [added: These] segments [removed: and Sweet Baked Snacks segment] in total comprised [removed: 85] [added: 86] percent of consolidated net sales in [removed: 2024] [added: 2025] and represent a major portion of our strategic focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America.

The Sweet Baked Snacks segment includes products distributed [removed: in] [added: across] all channels, both domestically and in foreign countries, such as supermarket chains, [added: convenience stores,] national mass retailers, [removed: convenience stores, club stores,] discount and dollar stores, [removed: drug] [added: club] stores, [removed: and] the vending [removed: channel.][added: channel, drug stores, and military commissaries.]

[removed: They were established by our founder and namesake, Jerome Smucker, more than a century ago and] [added: Our *Basic Beliefs*] are the core of our unique corporate culture, serving as the foundation for decision-making and how we interact with our colleagues and partners.

As a company of [removed: #1 and leading] [added: iconic] brands [removed: with emerging, on-trend brands,] [added: and new favorites,] we will continue to drive balanced, long-term growth, primarily in [added: North America.]

Further, we will continue to guide the transformation of our business [removed: and ensure] [added: by advancing] our strategy of leading in the attractive categories of pet, coffee, and [removed: snacking by driving results through advancement on the following strategic pillars:][added: snacking.]

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, certain divestiture, acquisition, integration, and restructuring costs (“special project costs”), gains and losses on divestitures, the net change in [removed: cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), and other infrequently occurring items that do not directly reflect ongoing operating results.]

Over the past five years, net sales, adjusted operating income, and adjusted earnings per share increased at a compound annual growth rate of approximately [removed: 1 percent,] 2 percent, [removed: and] 4 percent, [added: and 3 percent,] respectively.

These [removed: increases] [added: changes] were [added: primarily driven by an increase in net sales from the acquisition of Hostess Brands,] partially offset by the reduction in net sales from the divested [added: *Voortman* business and certain Sweet Baked Snacks value brands in 2025,] *Sahale Snacks* and Canada condiment businesses in 2024, certain pet food brands in 2023, the private label dry pet food and natural beverage and grains businesses in 2022, and the *Crisco®* and *Natural Balance®* businesses in 2021.

Net cash provided by operating activities [removed: increased] [added: decreased] at a compound annual growth rate of approximately [removed: 2] [added: 1] percent over the past five years.

Hostess Brands is a manufacturer and marketer of sweet baked goods brands including *Hostess Donettes*, *Twinkies*, *CupCakes*, *DingDongs*, *Zingers*, *CoffeeCakes*, *HoHos*, *Mini Muffins*, and *Fruit Pies*, and the *Voortman* cookie [removed: brand.][added: brand at the acquisition date.]

In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana; and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, [removed: Illinois.][added: Illinois at the acquisition date.]

During [removed: 2024,] [added: 2025,] the acquired business contributed net sales of [removed: $637.3 within the Sweet Baked Snacks segment.][added: $1,178.8.]

On January 2, 2024, we sold [removed: our] [added: the] Canada condiment business to TreeHouse Foods.

[removed: Under] our ownership, these brands generated net sales of [removed: $43.8, $61.6,] [added: $43.8] and [removed: $62.7] [added: $61.6] in [removed: 2024, 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, which were included in the International operating segment.

[removed: We] [added: Upon completion of this transaction during 2024, we] recognized a pre-tax loss of [removed: $5.7 during 2024,] [added: $5.7,] within [removed: other operating expense (income)] [added: loss (gain) on divestitures] – net in the Statement of Consolidated [removed: Income.][added: Income (Loss) and Statement of Consolidated Cash Flows.]

On November 1, 2023, we sold [removed: our] [added: the] *Sahale Snacks* business to Second Nature.

The transaction included products sold under [removed: our] [added: the] *Sahale Snacks* brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand.

Under our ownership, the *Sahale Snacks* brand generated net sales of [removed: $24.1, $48.4,] [added: $24.1] and [removed: $47.4] [added: $48.4] in [removed: 2024, 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, primarily included in the U.S. Retail Frozen Handheld and Spreads segment.

We recognized a pre-tax loss of [removed: $-6.7] [added: $44.2] during [removed: 2024,] [added: 2025,] within [removed: other operating expense (income)] [added: loss (gain) on divestitures] – net in the Statement of Consolidated [removed: Income.][added: Income (Loss) and Statement of Consolidated Cash Flows.]

The transaction included the *Rachael Ray Nutrish*, *9Lives*, *Kibbles ’n Bits*, *Nature’s Recipe*, and *Gravy Train* brands, as well as [removed: our] [added: the] private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands.

Under our ownership, these brands generated net sales of $1.5 billion [removed: and $1.4 billion] in [removed: 2023 and 2022, respectively,] [added: 2023,] primarily included in the U.S. Retail Pet Foods segment.

We recognized a pre-tax loss of $1.0 billion upon completion of this transaction [removed: in] [added: during] 2023, within [removed: other operating expense (income)] [added: loss (gain) on divestitures] – net in the Statement of Consolidated [removed: Income, net of a working capital adjustment] [added: Income (Loss)] and [removed: transaction costs.][added: Statement of Consolidated Cash Flows.]

All 5.4 million shares of Post common stock were settled [added: for $466.3] under the equity forward contract [removed: for $466.3] on November 15, 2023.

[removed: Final net] [added: Net] proceeds from the divestiture were [removed: $98.7,] [added: $34.6,] inclusive of [removed: a] [added: the final] working capital adjustment and cash transaction costs.

The transaction included [removed: dry pet food] products sold under [removed: private label brands,] [added: the *Voortman* brand, inclusive of certain trademarks,] a [removed: dedicated] [added: leased] manufacturing facility [removed: located] in [removed: Frontenac, Kansas,] [added: Burlington, Ontario,] and approximately [removed: 220] [added: 300] employees who supported the [removed: private label dry pet food] business.

[removed: Final net] [added: Net] proceeds from the divestiture were [removed: $32.9, net] [added: $291.4, inclusive] of [added: the final working capital adjustment and] cash transaction costs.

Upon completion of this transaction during [removed: 2022,] [added: 2024,] we recognized a pre-tax loss of [removed: $17.1,] [added: $6.7,] within [removed: other operating expense (income)] [added: loss (gain) on divestitures] – net in the Statement of Consolidated [removed: Income.][added: Income (Loss) and Statement of Consolidated Cash Flows.]

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

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

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

This discussion and analysis deals with comparisons of material changes in the consolidated financial statements for the years ended April 30, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

For the comparisons of the years ended April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2023] [added: 2024] Annual Report on Form 10-K.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | % Increase (Decrease) | | |

| Net sales | | | $ | [removed: 8,178.7] [added: 8,726.1] | | | | | $ | [removed: 8,529.2] [added: 8,178.7] | | | | | [removed: (4)] [added: 7] | | % |

| Gross profit | | | $ | [removed: 3,115.4] [added: 3,384.7] | | | | | $ | [removed: 2,801.8] [added: 3,115.4] | | | | | [removed: 11] [added: 9] | | |

| *% of net sales* | | | [removed: 38.1] [added: 38.8] | | % | | | | [removed: 32.8] [added: 38.1] | | % | | | | | | |

| Operating income [added: (loss)] | | | $ | [removed: 1,305.8] [added: (673.9)] | | | | | $ | [removed: 157.5] [added: 1,305.8] | | | | | n/m | | |

cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), and other infrequently occurring items that do not directly reflect ongoing operating results.

To date, we have achieved cost synergies of approximately $86.0, of which approximately $75.0 was achieved during 2025.

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM.

The transaction included certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who supported the business.

Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $48.4 and $30.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

On December 2, 2024, we sold the *Voortman* business to Second Nature.

Under our ownership, the *Voortman* business generated net sales of approximately $86.3 and $65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

We recognized a pre-tax loss of $265.9 during 2025, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

Under

During 2025, we continued to experience input cost inflation and a dynamic and evolving macroeconomic environment, inclusive of tariffs, regulatory and policy changes, and changes in consumer behaviors, which we anticipate will persist into 2026.

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

| Sweet Baked Snacks value brands divestiture | | | — | | | | | | (11.2) | | | | | | 11.2 | | | | | | — | | |

| *Voortman* divestiture | | | — | | | | | | (54.9) | | | | | | 54.9 | | | | | | 1 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

Net price realization contributed 2 percentage points to net sales, reflecting higher net pricing for coffee, partially offset by lower net pricing for sweet baked goods, dog snacks, and cat food.

| | | | 2025 | | | | | | 2024 | | |

| Goodwill impairment charges | | | 19.0 | | | | | | — | | |

| Other intangible assets impairment charges | | | 3.7 | | | | | | — | | |

Operating income (loss) decreased $1,979.7, primarily reflecting pre-tax noncash impairment charges of $1,661.6 and $320.9 related to the goodwill of the Sweet Baked Snacks reporting unit and *Hostess* brand indefinite-lived trademark, respectively, the $310.1 net pre-tax loss on divestitures, reflecting the $44.2 and $265.9 pre-tax losses on the divestiture of certain Sweet Baked Snacks value brands and the *Voortman* business, respectively, and an $82.8 increase in selling, distribution, and administrative (“SD&A”) expenses.

Adjusted operating income, which further reflects the exclusion of the noncash impairment charges of $2.0 billion associated with the goodwill of the Sweet Baked Snacks reporting unit and *Hostess* brand indefinite-lived trademark, the $310.1 net pre-tax loss on divestitures, and other special project costs as compared to GAAP operating income, increased $188.5, or 12 percent, as compared to the prior year.

mpany and certain state legislative changes enacted during the year.

Divestiture Costs: Total divestiture costs incurred to date related to the divested *Sahale Snacks* and Canada condiment businesses were $6.4, which included $4.3 and $2.1 of employee-related and other transition and termination costs, respectively.

We incurred divestiture costs of $0.9 and $5.5 during 2025 and 2024, respectively, which primarily consisted of employee-related costs and a noncash gain related to a lease termination in 2025.

As of April 30, 2025, we do not anticipate any additional costs to be incurred related to these divestiture activities.

We have recognized total cumulative costs of $6.5 during 2025, primarily consisting of other transition and termination costs.

We have recognized total cumulative integration costs of $184.9, of which $37.5 were recognized during 2025.

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

Restructuring Costs: On May 27, 2025, we announced plans to close our Indianapolis, Indiana manufacturing facility, which manufactures *Hostess* branded products, and consolidate operations into other existing facilities by early calendar year 2026 to further optimize operations for our Sweet Baked Snacks segment.

We anticipate incurring approximately $75.0 of costs related to these efforts, consisting of $60.0 in noncash charges for accelerated depreciation and $15.0 in employee-related and other transition and termination costs.

| | | | 2025 | | | | | | 2024 | | | | | | % Increase (Decrease) | | |

Net price realization increased net sales by 5 percentage points, primarily driven by higher net pricing for the *Folgers* and *Café Bustelo* brands, partially offset by lower net pricing for the *Dunkin’* brand.

Net price realization was neutral to net sales as lower net pricing for *Uncrustables* sandwiches was mostly offset by higher net pricing for toppings and syrups and peanut butter.

The U.S. Retail Pet Foods segment net sales decreased $159.2 in 2025.

Net price realization decreased net sales by 2 percentage points, primarily reflecting higher trade spend for cat food and dog snacks.

Segment profit increased $57.5, primarily reflecting lower costs and decreased operating and distribution expenses, partially offset by lower net price realization and unfavorable volume/mix.

During 2025, the Sweet Baked Snacks segment contributed net sales of $1,178.8 and segment profit of $219.8.

Excluding noncomparable net sales of $669.3 in the current year related to the Hostess Brands acquisition and $66.1 in the prior year related to the divestiture of certain Sweet Baked Snacks value brands and the *Voortman* business, net sales decreased $61.7, or 11 percent during 2025.

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

Segment profit increased $81.6 during 2025, primarily reflecting the impact of noncomparable segment profit in the current year related to the Hostess Brands acquisition, partially offset by lower net price realization, unfavorable volume/mix, the impact of noncomparable segment profit in the prior year related to the divestitures, higher costs, and increased marketing spend.

Volume/mix was neutral to net sales, as increases for *Uncrustables* sandwiches and peanut butter were mostly offset by a decrease for coffee.

We acquired Hostess Brands in a cash and stock transaction on November 7, 2023, resulting in the new Sweet Baked Snacks reportable segment for 2024.

Further, the historical U.S. Retail Consumer Foods reportable segment has been renamed to U.S. Retail Frozen Handheld and Spreads; however, there is no change to the manner in which the segment was previously presented.

North America.

- Driving prioritization and best-in-class execution;

- Improving profitability and cost discipline;

- Transforming our portfolio;

- Nurturing and investing in our culture; and

- Improving diversity and fostering inclusion and equity.

These changes were primarily driven by increased at-home consumption for the U.S. Retail Coffee and U.S. Retail Frozen Handheld and Spreads segments and an increase in net sales from the acquisition of Hostess Brands.

Approximately 3,000 employees transitioned with the business at the close of the transaction.

During 2024, we achieved cost synergies of approximately $11.0.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus.

The transaction included products sold under the *R.W. Knudsen* and *TruRoots* brands, inclusive of certain trademarks, a licensing agreement for *Santa Cruz Organic* beverages, dedicated manufacturing and distribution facilities in Chico, California and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

The transaction did not include *Santa Cruz Organic* nut butters, fruit spreads, syrups, or applesauce.

Under our ownership, the businesses generated net sales of $106.7 in 2022, primarily included in the U.S. Retail Frozen Handheld and Spreads segment.

We recognized a pre-tax gain of $28.3 related to the natural beverage and grains businesses, of which $26.7 was recognized during 2022, and the remaining $1.6 was recognized upon finalization of the working capital adjustment in 2023, and is included within other operating expense (income) – net in the Statements of Consolidated Income.

On December 1, 2021, we sold the private label dry pet food business to Diamond Pet Foods.

The transaction did not include any branded products or our private label wet pet food business.

Under our ownership, the business generated net sales of $62.3 in 2022, included in the U.S. Retail Pet Foods segment.

During 2024, we continued to experience a dynamic macroeconomic environment, which we anticipate will persist into 2025, although with less volatility than experienced in prior years.

In addition, we anticipate the price elasticity of demand will remain elevated into 2025 as consumers continue to experience broader inflationary pressures.

continuous improvement mindset into sustainable productivity initiatives in order to grow our profit margins and reinvest in the Company to enable future growth and cost savings.

| Pet food brands divestiture | | | — | | | | | | (1,522.4) | | | | | | 1,522.4 | | | | | | 18 | | |

Higher net price realization contributed 3 percentage points to net sales, primarily due to list price increases for our U.S. Retail Frozen Handheld and Spreads and U.S. Retail Pet Foods segments and for International and Away From Home, as well as the favorable impact of lapping customer returns and fees related to the *Jif* peanut butter product recall in the prior year, partially offset by a net price decline for the U.S. Retail Coffee segment.

| | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

Operating income increased $1,148.3, primarily driven by lapping the $1.0 billion pre-tax loss related to the divestiture of certain pet food brands in 2023, the increase in gross profit, a $15.8 decrease in amortization expense, and an $8.8 decrease in

selling, distribution, and administrative (“SD&A”) expenses.

Adjusted operating income increased $220.8, or 16 percent, as compared to the prior year, further reflecting the exclusion of the net pre-tax loss on divestitures, special project costs, and amortization expense.

Divestiture Costs: Total divestiture costs related to the divested *Sahale Snacks* and Canada condiment businesses are anticipated to be approximately $6.0, consisting primarily of employee-related and lease termination costs, all of which are expected to be cash charges with the majority recognized in 2024 and the remainder to be recognized during the first half of 2025.

We incurred $3.9 of employee-related costs and $1.6 of other transition and termination costs related to lease termination costs for these divestitures during 2024.

Of the total anticipated integration costs, approximately half reflect transaction costs, with the remainder split between employee-related costs and other transition and termination charges.

The majority of the integration costs are expected to be cash charges and will be incurred by the end of 2026, with $147.4 of the costs recognized in 2024.

Restructuring Costs: A restructuring program was approved by the Board during 2021, associated with opportunities identified to reduce our overall cost structure, optimize our organizational design, and support our portfolio reshape.

The program was further expanded in 2022 to include the costs associated with the divestitures of the private label dry pet food and natural beverage and grains businesses as well as the closure of certain production facilities.

The restructuring activities were considered complete as of April 30, 2023.

The costs incurred associated with these restructuring activities included other transition and termination costs related to our cost reduction and margin management initiatives, inclusive of accelerated depreciation, as well as employee-related costs.

We incurred total cumulative restructuring costs of $63.7.

As disclosed in Note 2: Acquisition, we acquired Hostess Brands in a cash and stock transaction on November 7, 2023, resulting in the new Sweet Baked Snacks reportable segment for 2024.

We do not anticipate any impact to our other historical reportable segments, as we do not anticipate any changes to the internal manner in which we will manage and report these reportable segments.

Interest Rate Risk: The fair value of our cash and cash equivalents at April 30, [removed: 2024,] [added: 2025,] approximates carrying value.

100 basis-point decrease in interest rates at April 30, [removed: 2024,] [added: 2025,] would increase the fair value of our long-term debt by [removed: $607.2.][added: $563.6.]

| High | | | $ | [removed: 26.0] [added: 112.7] | | | | | $ | [removed: 53.9] [added: 26.0] | |

| Low | | | [removed: (4.0)] [added: 20.0] | | | | | | [removed: 21.6] [added: (4.0)] | | |

| Average | | | [removed: 12.8] [added: 49.6] | | | | | | [removed: 39.7] [added: 12.8] | | |

The calculations are not intended to represent actual losses or gains in fair value [removed: that we expect to incur.]

The foreign currency balance sheet exposures as of April 30, [removed: 2024,] [added: 2025,] are not expected to result in a significant impact on future earnings or

Based on our hedged foreign currency positions as of April 30, [removed: 2024,] [added: 2025,] a hypothetical 10 percent change in exchange rates would not materially impact the fair value.

Revenues from customers outside the U.S., subject to foreign currency exchange, represented [removed: 5] [added: 4] percent of consolidated net sales during [removed: 2024.][added: 2025.]

In November 2024, we entered into reverse treasury locks to manage our exposure to interest rate fluctuations related to the tender offers.

In December 2024, concurrent with the pricing of the tender offers, we settled the reverse treasury locks and realized a net loss of $4.5 during the year ended April 30, 2025, recognized in earnings within other debt gains (charges) – net on the Statement of Consolidated Income (Loss), netting with the gain on extinguishment associated with the tender offers.

| | | | 2025 | | | | | | 2024 | | |

that we expect to incur.

In 2015, we terminated the interest rate swap on the Senior Notes due October 15, 2021, which was designated as a fair value hedge and used to hedge against the changes in the fair value of the debt.

As a result of the early termination, we received $58.1 in cash, which included $4.6 of accrued and prepaid interest.

The gain on termination was recorded as an increase in the long-term debt balance and was recognized over the life of the debt as a reduction of interest expense.

As of 2022, we had fully recognized the gain of $53.5, of which $4.0 was recognized in 2022.

For more information on our derivative financial instruments and terminated contracts, see Note 10: Derivative Financial Instruments.

| | | | 2024 | | | | | | 2023 | | |

Net sales outside the U.S., subject to foreign currency translation, represented [removed: 5] [added: 4] percent of consolidated net sales for [removed: 2024.][added: 2025.]

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, Inc. (“Hostess Brands”), a manufacturer and marketer of sweet baked goods [removed: brands, including] [added: brands and included] *Hostess®* *Donettes®*, *Twinkies*®, *CupCakes*, *DingDongs®*, *Zingers®*, *CoffeeCakes*, *HoHos®*, *Mini Muffins*, and *Fruit Pies*, and the [removed: *Voortman*®] [added: *Voortman*] cookie [removed: brand, which resulted in a new reportable segment for 2024, Sweet Baked Snacks.][added: brand at the acquisition date.]

We have four reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, and U.S. Retail Pet Foods (the “U.S. retail market [removed: segments”)] [added: segments”),] and Sweet Baked Snacks.

These segments in total comprised [removed: 85] [added: 86] percent of consolidated net sales in [removed: 2024] [added: 2025] and represent a major portion of our strategic focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America.

Under our ownership, these brands generated net sales of [removed: $43.8, $61.6,] [added: $43.8] and [removed: $62.7] [added: $61.6] in [removed: 2024, 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, which were included in the International operating segment.

On November 1, 2023, we sold the *Sahale Snacks®* business to Second [removed: Nature Brands (“Second Nature”).][added: Nature.]

Under our ownership, the *Sahale Snacks* brand generated net sales of [removed: $24.1, $48.4,] [added: $24.1] and [removed: $47.4] [added: $48.4] in [removed: 2024, 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, primarily included in the U.S. Retail Frozen Handheld and Spreads segment.

Under our ownership, these brands generated net sales of $1.5 billion [removed: and $1.4 billion] in [removed: 2023 and 2022, respectively,] [added: 2023,] primarily included in the U.S. Retail Pet Foods segment.

The transaction included [removed: dry pet food] products sold under [removed: private label brands,] [added: the *Voortman* brand, inclusive of certain trademarks,] a [removed: dedicated] [added: leased] manufacturing facility [removed: located] in [removed: Frontenac, Kansas,] [added: Burlington, Ontario,] and approximately [removed: 220] [added: 300] employees who supported the [removed: private label dry pet food] business.

Principal Products: In [removed: 2024,] [added: 2025,] our principal products were coffee, [added: sweet baked goods,] pet snacks, [added: frozen handheld products,] peanut butter, cat food, [removed: frozen handheld products, sweet baked goods,] fruit spreads, portion control products, [removed: baking mixes and ingredients,] toppings and syrups, [removed: dog food,] and [removed: cookies.][added: baking mixes and ingredients.]

Product sales information for the years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] is included within Note 5: Reportable Segments.

The Sweet Baked Snacks segment includes products distributed across all channels, both domestically and in foreign countries, such as supermarket chains, [added: convenience stores,] national mass retailers, [removed: convenience stores, club stores,] discount and dollar stores, [removed: drug] [added: club] stores, [removed: and] the vending [removed: channel.][added: channel, drug stores, and military commissaries.]

Green coffee, peanuts, [added: flour, sugar,] oils and fats, [removed: flour, sugar,] fruit, and other ingredients are obtained from various suppliers.

The availability, quality, and [removed: costs] [added: cost] of many of these commodities have fluctuated, and may continue to fluctuate over time, partially driven by the elevated commodity and supply chain costs we have continued to experience in [removed: 2024.][added: 2025.]

Green coffee, along with certain other raw materials, is sourced solely from foreign countries, and its supply and price is subject to high volatility due to factors such as weather, global supply and demand, product scarcity, plant disease, investor speculation, geopolitical [removed: conflicts (including the ongoing conflicts between Russia and Ukraine and Israel and Hamas),] [added: conflicts,] changes in governmental agricultural and energy policies and regulations, and political and economic conditions in the source countries.

We source peanuts, [removed: protein meals, and] [added: flour, sugar,] oils and [removed: fats] [added: fats, and fruit] mainly from North America.

Our major trademarks as of April 30, [removed: 2024,] [added: 2025,] are listed below.

| Sweet Baked Snacks | | | | | | *Hostess®* [removed: and *Voortman®*] | | |

*Dunkin’* is a trademark of DD IP Holder LLC used under three licenses (the “Dunkin’ Licenses”) for packaged coffee products, including K-Cup® pods, sold in retail channels, such as grocery stores, mass merchandisers, club stores, [removed: e-][added: e-commerce, and drug stores, as well as in certain away from home channels.]

Slogans or designs considered to be important trademarks include, without limitation, “*With A Name Like Smucker’s, It Has To Be Good*®,” “*The Best Part of Wakin’ Up Is Folgers In Your Cup*®,” “*That Jif’ing Good*®,” “*The Only One Cats Ask [removed: For By Name*®,” the *Smucker’s* banner, the *Uncrustables* Round, Crustless Sandwich design, the Crock Jar shape, the Gingham design, the *Jif* Color Banner design, the *Café Bustelo* Angelina design, and the *Milk-Bone* and *Meow Mix* logos.][added: For*]

Customers: Sales to Walmart Inc. and subsidiaries amounted to 33 percent of net sales in [added: both 2025 and] 2024 and 34 percent [added: of net sales] in [removed: both 2023 and 2022.][added: 2023.]

During [removed: 2024,] [added: 2025,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

[added: Competition:] Our business is highly competitive as all of our brands compete with other branded products as well as private label products.

However, in recent years, there has been an increase in sales primarily driven by changes in consumer behaviors, including [added: the increased frequency of] employees working [removed: at home more frequently.][added: from home.]

For the U.S. retail market segments, private label held a [removed: 13.7] [added: 15.2] dollar average market share during the 52 weeks ended April [removed: 21, 2024,] [added: 20, 2025,] for the categories in which we compete, as compared to a [removed: 12.1] [added: 13.7] dollar average market share during the same period in the prior [added: year.]

Our primary brands and major competitors as of April 30, [removed: 2024,] [added: 2025,] are listed below.

| | | | | | | [removed: *Dentastix*] [added: *Dentastix, Greenies] and [removed: *Greenies*] [added: Temptations*] | | | Mars, Incorporated | | |

Governmental regulation encompasses such matters as ingredients (including whether a product contains bioengineered [removed: ingredients),] [added: ingredients or artificial dyes),] packaging and disposal of [removed: packaging,] [added: packaging (including extended producer responsibility regulations),] labeling (including use of certain terms such as sugar free, healthy, low sodium, and low fat), pricing, advertising, relations with distributors and retailers, health, safety, data privacy and security, and anti-corruption, as well as [removed: an increased focus regarding] environmental policies relating to climate change, regulating greenhouse gas emissions, energy, and sustainability, including single-use plastics.

We believe we are in compliance with such laws and regulations and do not expect continued compliance to have a material impact on our capital expenditures, earnings, or competitive position in [removed: 2025.][added: 2026.]

Environmental Matters: Compliance with environmental regulations [added: relating to climate change, regulating greenhouse gas emissions, energy,] and [added: sustainability, including single-use plastics, and] prioritizing our environmental sustainability efforts are important to us as a responsible corporate citizen.

With [removed: almost 9,000] [added: over 8,000] full-time employees worldwide, every employee makes a difference to our Company.

We believe [removed: it is critical that we have an inclusive and diverse environment and that we take] [added: our basic belief, *Thrive Together,* takes] proactive steps to ensure we are enabling our employees to reach their full potential.

To hold ourselves accountable, we conduct an employee engagement survey annually to provide an opportunity for open and confidential feedback from our employees and to help guide our [removed: organization] priorities for the upcoming fiscal year.

Employees [removed: also] have the opportunity to anonymously report violations of the Commitment to Integrity: Our Code (“Code of Conduct”) or complaints regarding accounting, auditing, and financial-related [removed: matters through our Smucker Voice Line – the Integrity Portal (“Portal”).]

[removed: *Right] [added: To further support our commitment to ethics and our basic belief, *Do the Right] Thing*, our employees are also asked to participate in Ethics and Compliance Surveys, to help us understand our strengths and identify opportunities for future ethics and compliance programs and training.

We track our progress in the Ethics and Compliance space through ongoing assessments of our internal programs and through our Ethics and Compliance Survey, as well as through dedicated questions included in our annual Employee Engagement Survey, and we are pleased to share that our Company was [added: once again] recognized in [removed: 2024] [added: 2025] as one of the World’s Most Ethical Companies by [removed: Ethisphere.][added: Ethisphere, a global leader in business ethics.]

Additional information regarding our human capital management is available in our [removed: 2023] [added: 2024] Corporate Impact Report that can be found on our website at [removed: www.jmsmucker.com/news-stories/corporate-publications.][added: investors.jmsmucker.com/overview/default.aspx.]

Information on our website, including our [removed: 2023] [added: 2024] Corporate Impact Report, is not incorporated by reference into this Annual Report on Form 10-K.

During [removed: 2024,] [added: 2025,] we achieved a total recordable incident rate that is [removed: four times below] [added: less than half of] the national average for our industry peers as a result of these efforts.

Additionally, [removed: in 2024,] we [removed: partnered] [added: partner] with The Village Network on their Early Childhood Mental Health initiatives.

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM Foods, LLC (“JTM”).

The transaction included certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who support the business.

Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $48.4 and $30.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

On December 2, 2024, we sold the *Voortman*® business to Second Nature Brands (“Second Nature”).

Under our ownership, the *Voortman* business generated net sales of approximately $86.3 and $65.0 in 2025 and 2024, respectively, which were included in the Sweet Baked Snacks segment.

*By Name*®,” the *Smucker’s* banner, the *Uncrustables* Round, Crustless Sandwich design, the Crock Jar shape, the Gingham design, the *Jif* Color Banner design, the *Café Bustelo* Angelina design, and the *Milk-Bone,* *Meow Mix,* and *Hostess* logos.

| | | | | | | | | | | | |

| | | | | | | | | | | | |

matters through our Integrity Portal (“Portal”).

In conjunction with our basic belief, *Thrive Together*, we continue to advance on our three business imperatives that have guided our work for many years:

- To foster a safe, welcoming, and respectful workplace consistent with *Our Commitment to Each Other* and our *Basic Beliefs*;

- To cultivate and develop a workforce that reflects the consumers we serve and the communities in which we live and work; and

- To drive business growth while also helping our Company’s constituents thrive.

Our *Thrive Together* basic belief is authentic to who we are and consists of five pillars: (1) community, (2) career, (3) health and wellness, (4) financial, and (5) family – each meant to support our employees’ varied interests and needs.

Community: We believe having a culture that supports all employees allows us to attract and retain talented professionals with unique skills, thoughts, and experiences across our business while helping them cultivate deeper connections at work, home, and in our communities.

This past year we donated more than $10 million to over 100 philanthropic partners, including local food banks, the American Red Cross®, United Way®, and Feeding America®.

Along with our long-term national partnerships, we also have dedicated programming to support the unique needs of those in our communities.

Examples include our consistent support of local food banks; expanding our work with Akron Children’s Hospital through the launch of the Smucker’s Berry Good Reading Program to encourage adolescent literacy; volunteerism, corporate donations, and employee engagement to aid the National Alliance on Mental Illness, the largest grassroots mental health organization dedicated to building better lives for Americans battling mental illness; and our brand engagements, such as *Milk-Bone* which provides funding for Canine Assistants, an organization dedicated to placing service dogs with people who need them most.

In addition, this past year we coordinated an initiative to evaluate our local market relationships to create more opportunities for us to connect in meaningful and impactful ways.

As part of this work, we increased funding from our operational sites to organizations in the communities where we live and work, making a difference for our families, friends, and neighbors.

We believe that we offer one of the best cultures in the food industry.

As part of our work to retain this unique culture, we offer numerous learning and development opportunities to support a long and prosperous career for our employees.

Our total rewards program also includes tuition assistance.

Our Total Rewards program offers competitive, comprehensive benefits to meet the

Prior to that time, he served as President and Chief Executive Officer since May 2016.

Prior to the time, he served at The Procter & Gamble Company (“P&G”) for 30 years.

During 2024, the historical U.S. Retail Consumer Foods reportable segment was renamed to U.S. Retail Frozen Handheld and Spreads; however, there was no change to the manner in which the segment was previously presented.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus Capital Management LP (“Nexus”).

The transaction included products sold under the *R.W. Knudsen®* and *TruRoots®* brands, inclusive of certain trademarks, a licensing agreement for *Santa Cruz Organic®* beverages, dedicated manufacturing and distribution facilities in Chico, California and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

The transaction did not include *Santa Cruz Organic* nut butters, fruit spreads, syrups, or applesauce.

Under our ownership, the businesses generated net sales of $106.7 in 2022, primarily included in the U.S. Retail Frozen Handheld and Spreads segment.

On December 1, 2021, we sold the private label dry pet food business to Diamond Pet Foods, Inc. (“Diamond Pet Foods”).

The transaction

did not include any branded products or our private label wet pet food business.

Under our ownership, the business generated net sales of $62.3 in 2022, included in the U.S. Retail Pet Foods segment.

commerce, and drug stores, as well as in certain away from home channels.

Competition: We are the branded market leader in the coffee, dog snacks, peanut butter, frozen snacks and sandwiches, and fruit spreads categories in the U.S. In Canada, we are the branded market leader in the flour, fruit spreads, canned milk, and ice cream toppings categories.

year.

Within the Sweet Baked Snacks segment, private label held a 6.8 dollar average market share during the 52 weeks ended April 27, 2024, for the categories in which we compete.

| | | | | | | Private label brands | | | Various | | |

| Cookies | | | *Voortman* | | | *Nabisco* (A) | | | Mondelez International | | |

To further support our commitment to ethics and our basic belief, *Do the*

Diversity and Inclusion: We believe having an inclusive culture and the expertise of diverse professionals across our business that reflects our consumers is critical to our success and is in alignment with our basic belief, *Thrive Together*.

Our commitment to inclusion, diversity, and equity (“ID&E”) is focused around the following three aspirations:

- Enhance Workplace Diversity within our U.S. salaried employee community by aspiring to double the representation of People of Color and increasing the presence of women at all senior levels by 2027;

- Increase Equity Through Expanded Opportunities by evaluating training programs and practices, including lateral assignments and promotions, to support equitable opportunities for all; and

- Foster an Inclusive Workplace by establishing measurable expectations for participation in select employee resource group (“ERG”) sponsored events and education and the development of integrated strategy, aspirations, and prioritized initiatives across our ERGs.

The purpose of these groups is to create inclusion where all can see themselves and feel a part of our Company.

We have eight ERGs, as well as our Advocate Alliance group, to support employees and encourage allyship.

Our ERGs include BLAC (Black Leadership and Ally Council); PRIDE Alliance (i.e., LGBTQ+); GROW (Greater Resources and Opportunities for Women); RAICES (i.e., Latino/a/x and Hispanic contributions); AFVA (Armed Forces Veterans and Allies); CAPIA (Community of Asians, Pacific Islanders, and Allies); ADDAPT (Advocating for Disabilities and Diverse Abilities by Partnering Together); and YP (Young Professionals), which all employees are encouraged to join as either a member or ally.

Additionally, we have coordinated more than 10,000 hours of employee programming on education and understanding, hosted panels to reflect the unique experiences of underrepresented groups to increase employee awareness while encouraging empathy and allyship, and published regular content to celebrate our differences and increase understanding.

We approach diversity from the top-down, exemplified by our Board of Directors (the “Board”), where 4 of 10 directors are women and 3 of 10 directors are racially or ethnically diverse.

Additionally, 43 percent of our executive and senior management team members are women, inclusive of 3 of 6 members of our Executive Leadership Team, and 13 percent of our salaried workforce is racially or ethnically diverse.

We recognize we have work to do to ensure a more inclusive and diverse organization, which is why we are improving our recruiting, hiring, and retention programs at all levels within our Company.

To further these efforts, we established human resource positions focused on improving our diversity and inclusion, specifically within talent acquisition, recruiting, and organization development.

A portion of our annual cash incentive awards for our Company Leadership Team, which consists of all employees at or above the Senior Director level, is based on the achievement of our environmental, social, and governance objectives, which include our ID&E efforts.

Further, we have partnered with the Akron Urban League, the Urban League of Greater Cleveland, the Equal Justice Initiative, the Human Rights Campaign, and the NAACP Legal Defense and Educational Fund to further our commitment to this cause and have committed more than $680,000 to these partners as part of multi-year partnerships.

These organizations advocate for inclusion, racial justice, and the advancement of underrepresented and vulnerable people.

To ensure ongoing progress against our commitments, we are evaluating our success through several measures, including reviews of organization health assessments, evaluation of workforce composition and minority representation across all levels of the organization, and successful integration of key programming.

In addition, to further support our ERGs and charitable giving efforts, we have donated a combined $375,000 in 2024 and 2023 to support organizations that align and are supported by our ERGs.

During calendar year 2023, due to our increased efforts to support diversity and inclusion, our Corporate Equality Index (“CEI”) from the Human Rights Campaign was 100 out of 100 points, which increased from 95 in calendar year 2022.

Specifically, we were able to increase the CEI index through enhancements to our transgender-inclusive health benefits, philanthropic contributions to and partnerships with LGBTQ+ organizations, pledging our support of the Human Rights Campaign’s Business Coalition for the Equality Act, enhancement of charitable giving guidelines to prohibit philanthropic support of organizations with an explicit policy of sexual orientation and gender identity discrimination, having a supplier diversity program that includes the outreach to LGBTQ+ owned businesses, and the establishment of the PRIDE Alliance ERG.

We believe that we offer one of the best cultures in the food industry, along with numerous learning and development opportunities, to support a long and prosperous career.

programming focused on childhood growth and development.

Finally, in partnership with the Hispanic Association of Colleges and Universities (“HACU”), our *Café Bustelo* brand continues to sponsor the El Café del Futuro Scholarship, a program that invests in the Latino community by awarding scholarships to college students at HACU-member institutions seeking a better future for themselves, their families, and their communities.

To date, $800,000 in college funds have been awarded to 160 HACU Latino students nationwide.

For the fiscal year ended April 30, [removed: 2024][added: 2025]

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2023,] [added: 2024,] was [removed: $11,160,620,648.][added: $11,710,772,669.]

As of June 11, [removed: 2024, 106,195,350] [added: 2025, 106,508,017] common shares of The J. M. Smucker Company were issued and outstanding.

Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its Annual Meeting of Shareholders to be held on August [removed: 14, 2024,] [added: 13, 2025,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | Business | | | [removed: [2](#i26eefa75a7784d2394910197e97d2895_13)] [added: [2](#iae281927a987495ca4df56670804e188_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [10](#i26eefa75a7784d2394910197e97d2895_16)] [added: [10](#iae281927a987495ca4df56670804e188_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [24](#i26eefa75a7784d2394910197e97d2895_19)] [added: [24](#iae281927a987495ca4df56670804e188_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [25](#i26eefa75a7784d2394910197e97d2895_2079)] [added: [25](#iae281927a987495ca4df56670804e188_22)] | | |

| Item 2. | | | Properties | | | [removed: [26](#i26eefa75a7784d2394910197e97d2895_22)] [added: [26](#iae281927a987495ca4df56670804e188_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [26](#i26eefa75a7784d2394910197e97d2895_25)] [added: [26](#iae281927a987495ca4df56670804e188_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [26](#i26eefa75a7784d2394910197e97d2895_28)] [added: [26](#iae281927a987495ca4df56670804e188_31)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [27](#i26eefa75a7784d2394910197e97d2895_34)] [added: [27](#iae281927a987495ca4df56670804e188_37)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [28](#i26eefa75a7784d2394910197e97d2895_43)] [added: [28](#iae281927a987495ca4df56670804e188_46)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [28](#i26eefa75a7784d2394910197e97d2895_43)] [added: [28](#iae281927a987495ca4df56670804e188_46)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [44](#i26eefa75a7784d2394910197e97d2895_67)] [added: [43](#iae281927a987495ca4df56670804e188_70)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [46](#i26eefa75a7784d2394910197e97d2895_73)] [added: [45](#iae281927a987495ca4df56670804e188_76)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | | | [removed: [89](#i26eefa75a7784d2394910197e97d2895_160)] [added: [92](#iae281927a987495ca4df56670804e188_163)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [89](#i26eefa75a7784d2394910197e97d2895_163)] [added: [92](#iae281927a987495ca4df56670804e188_166)] | | |

| Item 9B. | | | Other Information | | | [removed: [90](#i26eefa75a7784d2394910197e97d2895_166)] [added: [92](#iae281927a987495ca4df56670804e188_169)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [90](#i26eefa75a7784d2394910197e97d2895_172)] [added: [93](#iae281927a987495ca4df56670804e188_175)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [90](#i26eefa75a7784d2394910197e97d2895_175)] [added: [93](#iae281927a987495ca4df56670804e188_178)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [90](#i26eefa75a7784d2394910197e97d2895_178)] [added: [93](#iae281927a987495ca4df56670804e188_181)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [90](#i26eefa75a7784d2394910197e97d2895_181)] [added: [93](#iae281927a987495ca4df56670804e188_184)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [90](#i26eefa75a7784d2394910197e97d2895_184)] [added: [93](#iae281927a987495ca4df56670804e188_187)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [91](#i26eefa75a7784d2394910197e97d2895_190)] [added: [94](#iae281927a987495ca4df56670804e188_193)] | | |

| | | | Signatures | | | [97](#iae281927a987495ca4df56670804e188_199) | | |

| | | | Signatures | | | [94](#i26eefa75a7784d2394910197e97d2895_196) | | |

While we face regular cybersecurity threats, including ransomware and data breaches, we have not encountered significant incidents during the year ended April 30, [removed: 2024.][added: 2025.]

The Audit Committee, composed entirely of independent Board members, receives quarterly updates on the [added: Company’s] cybersecurity program, which includes recent developments, program improvements, risk analysis, and an annual update on the [removed: Company’s] scenario-based cybersecurity exercise.

The Audit Committee also receives periodic [removed: updates] [added: updates,] as [removed: may be] needed, including any cybersecurity events that would require notification to the Audit Committee.

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2024.][added: 2025.]

Additionally, our principal distribution centers in the U.S. include one owned and [removed: seven] [added: six] leased [removed: facilities.][added: facilities and one leased facility in Canada.]

We lease [removed: four] [added: three] sales and administrative offices in the U.S. and one in Canada.

| [removed: Chicago, Illinois] [added: Indianapolis, Indiana (A)] | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

| Decatur, Alabama [removed: (B)] | | | | | | [removed: Dry dog and cat] [added: Cat] food | | | | | | U.S. Retail Pet Foods | | |

| McCalla, Alabama [removed: (C)] [added: (B)] | | | | | | Frozen sandwiches | | | | | | U.S. Retail Frozen Handheld and Spreads | | |

| New Orleans, Louisiana (four facilities) [removed: (A)] [added: (C)] | | | | | | Coffee | | | | | | U.S. Retail Coffee | | |

| Topeka, Kansas [removed: (B)] [added: (E)] | | | | | | Dry dog and cat food and dog and cat snacks | | | | | | U.S. Retail Pet Foods | | |

[removed: (A)We] [added: (C)We] lease our [removed: Burlington facility and our] coffee silo facility in New Orleans.

[removed: (B)Our Decatur and] [added: (E)Our] Topeka [removed: facilities will continue to produce] [added: facility produced] dry dog food [added: through the end of 2025] under a contract manufacturing agreement as part of the divestiture of certain pet food brands.

[removed: (C)Our] [added: (B)Our] new [removed: facility in] McCalla [removed: will help] [added: facility helps] meet growing demand for [removed: *Smucker’s Uncrustables* frozen] [added: *Uncrustables*] sandwiches and [removed: will complement] [added: complements] our existing facilities in Longmont and Scottsville.

(A)On May 27, 2025, we announced plans to close our Indianapolis, Indiana manufacturing facility, which manufactures *Hostess* branded products, and consolidate operations into other existing facilities by early calendar year 2026 to further optimize operations for our Sweet Baked Snacks segment.

Production at the McCalla facility began in October 2024.

| Burlington, Ontario (A) | | | | | | Cookies | | | | | | Sweet Baked Snacks | | |

| Indianapolis, Indiana | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

Production is expected to begin at the McCalla facility during 2025.

There were [removed: 384,127] [added: 531,057] shareholders of record as of June 11, [removed: 2024,] [added: 2025,] of which [removed: 29,985] [added: 28,467] were registered holders of common shares.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers: The following table presents the total number of shares of common stock purchased during the fourth quarter of [removed: 2024,] [added: 2025,] the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:

| February 1, [removed: 2024] [added: 2025] - February [removed: 29, 2024] [added: 28, 2025] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 1,111,472 | | |

| March 1, [removed: 2024] [added: 2025] - March 31, [removed: 2024] [added: 2025] | | | | | | [removed: —] [added: 1,040] | | | | | | [removed: —] [added: 114.44] | | | | | | — | | | | | | 1,111,472 | | |

| Total | | | | | | [removed: 1,842] [added: 2,478] | | | | | | $ | [removed: 121.73] [added: 115.79] | | | | | — | | | | | | 1,111,472 | | |

(d) As of April 30, [removed: 2024,] [added: 2025,] there were approximately 1.1 million common shares remaining available for repurchase pursuant to the Board’s authorizations.

Comparison of Cumulative Total Return: The following graph compares the cumulative total shareholder return for the five years ended April 30, [removed: 2024,] [added: 2025,] for our common shares, the Standard & Poor’s (“S&P”) Packaged Foods & Meats Index, and the S&P 500 Index.

These figures assume all dividends are reinvested when received and are based on $100.00 invested in our common shares and the referenced index funds on April 30, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

Copyright© [removed: 2024] [added: 2025] Standard & Poor’s, a division of S&P Global.

| April 1, 2025 - April 30, 2025 | | | | | | 1,438 | | | | | | 116.76 | | | | | | — | | | | | | 1,111,472 | | |

| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 117.58 | | | | | $ | 126.56 | | | | | $ | 146.81 | | | | | $ | 112.74 | | | | | $ | 118.65 | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 117.59 | | | | | | 132.33 | | | | | | 147.42 | | | | | | 130.75 | | | | | | 122.65 | | |

| S&P 500 | | | 100.00 | | | | | | 145.98 | | | | | | 146.29 | | | | | | 150.19 | | | | | | 184.23 | | | | | | 206.51 | | |

| April 1, 2024 - April 30, 2024 | | | | | | 1,842 | | | | | | 121.73 | | | | | | — | | | | | | 1,111,472 | | |

(c) During the year ended April 30, 2024, we repurchased approximately 2.4 million common shares under our repurchase program, as discussed in Note 17: Common Shares in Part II, Item 8 in this Annual Report on Form 10-K.

| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 96.65 | | | | | $ | 113.65 | | | | | $ | 122.32 | | | | | $ | 141.90 | | | | | $ | 108.97 | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 105.09 | | | | | | 123.57 | | | | | | 139.07 | | | | | | 154.93 | | | | | | 137.40 | | |

| S&P 500 | | | 100.00 | | | | | | 100.86 | | | | | | 147.24 | | | | | | 147.56 | | | | | | 151.49 | | | | | | 185.82 | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [47](#i26eefa75a7784d2394910197e97d2895_76)] [added: [46](#iae281927a987495ca4df56670804e188_79)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [48](#i26eefa75a7784d2394910197e97d2895_79)] [added: [47](#iae281927a987495ca4df56670804e188_82)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42) | | | [removed: [49](#i26eefa75a7784d2394910197e97d2895_82)] [added: [48](#iae281927a987495ca4df56670804e188_85)] | | |

| Report of Management on Responsibility for Financial Reporting | | | [removed: [51](#i26eefa75a7784d2394910197e97d2895_85)] [added: [51](#iae281927a987495ca4df56670804e188_88)] | | |

| Consolidated Balance Sheets at April 30, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [53](#i26eefa75a7784d2394910197e97d2895_94)] [added: [53](#iae281927a987495ca4df56670804e188_97)] | | |

| For the years ended April 30, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:] [added: 2023:] | | | | | |

[removed: | Statements of Consolidated Income | | | [52](#i26eefa75a7784d2394910197e97d2895_88) | | |][added: STATEMENTS OF CONSOLIDATED INCOME (LOSS)]

[removed: | Statements of Consolidated Comprehensive Income | | | [52](#i26eefa75a7784d2394910197e97d2895_91) | | |][added: STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)]

| Statements of Consolidated Cash Flows | | | [removed: [54](#i26eefa75a7784d2394910197e97d2895_97)] [added: [54](#iae281927a987495ca4df56670804e188_100)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [55](#i26eefa75a7784d2394910197e97d2895_100)] [added: [55](#iae281927a987495ca4df56670804e188_103)] | | |

| Notes to the Consolidated Financial Statements | | | [removed: [56](#i26eefa75a7784d2394910197e97d2895_103)] [added: [56](#iae281927a987495ca4df56670804e188_106)] | | |

Our management, with the participation of the principal financial officer and principal executive officer, assessed the effectiveness of the internal control over financial reporting as of April 30, [removed: 2024.][added: 2025.]

Based on our assessment of internal control over financial reporting under the COSO criteria, we concluded the internal control over financial reporting was effective as of April 30, [removed: 2024.][added: 2025.]

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, [removed: 2024,] [added: 2025,] and their report thereon is included on page [removed: 50] [added: 49] of this report.

| | | | *Chair of [removed: Board, President,*] [added: Board*] and *Chief Executive Officer* | | | | | | *Chief Financial Officer* | | | | | |

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, [removed: 2024,] [added: 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, The J. M. Smucker Company (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2024,] [added: 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 [removed: 2024] [added: 2025] consolidated financial statements of the Company and our report dated June 18, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of The J. M. Smucker Company (the “Company”) as of April 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of [removed: income,] [added: income (loss),] comprehensive [removed: income,] [added: income (loss),] shareholders’ equity, and cash flows for each of the three years in the period ended April 30, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended April 30, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of April 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 18, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) [removed: involved] [added: involve] our especially challenging, subjective, or complex judgments.

The communication of [added: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which it relates.

| | | | Auditing the Company’s [removed: purchase price allocation] [added: quantitative tests of the *Hostess* brand indefinite-lived intangible trademark] was [added: especially] complex [added: and judgmental] due to the significant estimation required [removed: to determine] [added: in determining] the fair value of [removed: one] [added: the] indefinite-lived intangible [removed: asset and] [added: trademark. In particular,] the [removed: customer relationship asset. These] fair value [removed: estimates were] [added: estimate was] sensitive to [removed: certain] significant [removed: assumptions. As it pertains to the indefinite-lived intangible asset, these significant] assumptions [removed: include the revenue attributable to] [added: such as] the [removed: asset,] [added: required rate of return,] discrete revenue [added: growth, terminal period] growth [removed: rates, royalty] rate, and [removed: discount rate. Related to the customer relationship asset, these significant assumptions include the revenue growth rates, EBITDA margin and discount] [added: royalty] rate. Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences. | | |

| | | | To test the estimated fair value of the [added: *Hostess* brand] indefinite-lived intangible [removed: asset and the customer relationship asset,] [added: trademark,] we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions [removed: described] [added: discussed] above and the underlying data used by the Company in its analysis. As it pertains to revenue [removed: attributable to the asset and discrete revenue growth rates used to value the indefinite-lived intangible asset and revenue growth rates and EBITDA margin used to value the customer relationship,] [added: growth,] we compared the significant assumptions used by management to current industry and economic [removed: trends.] [added: trends, and changes to the Company’s business model, customer base or product mix, as applicable.] We assessed the historical [removed: results of the acquired business and performed sensitivity analyses of significant assumptions to evaluate any hypothetical change in the fair value] [added: accuracy] of [removed: the indefinite-lived intangible asset and the customer relationship asset that would result from changes in significant assumptions.] [added: management’s estimates.] In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions, including the [removed: royalty] [added: required] rate [added: of return] and [removed: discount] [added: royalty rate. As it pertains to the required] rate [added: of return, we evaluated the components of the weighted average cost of capital assumption] used [added: by the Company by performing an independent corroborative calculation with the involvement of our valuation specialists. We also evaluated the premium applied] to [removed: value] the [added: weighted average cost of capital of the *Hostess* brand] indefinite-lived intangible [removed: asset and discount] [added: trademark based on the asset’s characteristics. As it pertains to the royalty] rate used [removed: to value to] [added: in] the [removed: customer relationship asset. Furthermore,] [added: impairment analysis,] we [removed: have] [added: performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company. We also] evaluated [added: market royalty rates cited by] the [removed: Company’s disclosure of] [added: Company as to their relevance to] the [removed: purchase price allocation.] [added: Company’s conclusions.] | | |

[removed: STATEMENTS OF CONSOLIDATED INCOME][added: | Statements of Consolidated Income (Loss) | | | [52](#iae281927a987495ca4df56670804e188_91) | | |]

| (Dollars in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 8,178.7] [added: 8,726.1] | | | | | $ | [removed: 8,529.2] [added: 8,178.7] | | | | | $ | [removed: 7,998.9] [added: 8,529.2] | |

| Cost of products sold (A) | | | [removed: 5,063.3] [added: 5,341.4] | | | | | | [removed: 5,727.4] [added: 5,063.3] | | | | | | [removed: 5,298.2] [added: 5,727.4] | | |

| Gross Profit | | | [removed: 3,115.4] [added: 3,384.7] | | | | | | [removed: 2,801.8] [added: 3,115.4] | | | | | | [removed: 2,700.7] [added: 2,801.8] | | |

| Selling, distribution, and administrative expenses | | | [removed: 1,446.2] [added: 1,529.0] | | | | | | [removed: 1,455.0] [added: 1,446.2] | | | | | | [removed: 1,360.3] [added: 1,455.0] | | |

| Amortization | | | [removed: 191.1] [added: 219.3] | | | | | | [removed: 206.9] [added: 191.1] | | | | | | [removed: 223.6] [added: 206.9] | | |

| Other intangible assets impairment charges | | | [removed: —] [added: 320.9] | | | | | | — | | | | | | [removed: 150.4] [added: —] | | |

| Other special project costs (A) | | | [removed: 130.2] [added: 35.8] | | | | | | [removed: 4.7] [added: 130.2] | | | | | | [removed: 8.0] [added: 4.7] | | |

| Loss (gain) on divestitures – net | | | [removed: 12.9] [added: 310.1] | | | | | | [removed: 1,018.5] [added: 12.9] | | | | | | [removed: (9.6)] [added: 1,018.5] | | |

| Other operating expense (income) – net | | | [removed: 29.2] [added: (18.1)] | | | | | | [removed: (40.8)] [added: 29.2] | | | | | | [removed: (55.8)] [added: (40.8)] | | |

| Operating [removed: Income] [added: Income (Loss)] | | | [removed: 1,305.8] [added: (673.9)] | | | | | | [removed: 157.5] [added: 1,305.8] | | | | | | [removed: 1,023.8] [added: 157.5] | | |

| Interest expense – net | | | [removed: (264.3)] [added: (388.7)] | | | | | | [removed: (152.0)] [added: (264.3)] | | | | | | [removed: (160.9)] [added: (152.0)] | | |

| Other debt [removed: costs (A)] [added: gains (charges) – net (D)] | | | [removed: (19.5)] | | | | | | [removed: —] | | | | | | [removed: —] | | | [added: | | | | | | | | | | | | | | | (19.5) | | |]

| Other income (expense) – net | | | [removed: (25.6)] [added: (14.4)] | | | | | | [removed: (14.7)] [added: (25.6)] | | | | | | [removed: (19.1)] [added: (14.7)] | | |

June 18, 2025

*Hostess brand indefinite-lived intangible trademark impairment evaluation*

| *Description of the Matter* | | | At April 30, 2025, the net carrying value of the Company’s total indefinite-lived trademarks, was $3.8 billion, which includes the *Hostess* brand indefinite-lived trademark. The Company recognized an aggregate impairment charge of $320.9 million during 2025 related to the *Hostess* brand indefinite-lived trademark. As discussed in Note 1 and Note 7 of the consolidated financial statements, indefinite-lived intangible assets are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of the asset below its carrying amount. The Company uses an income approach in its quantitative impairment tests. The *Hostess* brand indefinite-lived intangible trademark is susceptible to impairment due to the narrow difference between fair value and carrying value. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s quantitative impairment tests of the *Hostess* brand indefinite-lived intangible trademark, including controls over the significant assumptions mentioned above. | | |

| *Description of the Matter* | | | At April 30, 2025, the Company’s total goodwill was $5.7 billion of that, $507.5 million relates to the Sweet Baked Snacks segment, net of the aggregate $1.7 billion impairment charge recognized during 2025. Goodwill is assigned to the Company’s reporting units as of the acquisition date. As discussed in Note 1 and Note 7 of the consolidated financial statements, goodwill is quantitatively tested at the reporting unit level for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company uses an income and market approach in its quantitative impairment tests. Sweet Baked Snacks goodwill is susceptible to impairment due to the narrow difference between fair value and carrying value. | | |

| | | | Auditing the Company’s quantitative impairment tests of the Sweet Baked Snacks reporting unit was especially complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate using the income approach was sensitive to significant assumptions such as the weighted average cost of capital, discrete revenue growth and terminal period growth rate. Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls over the Company’s quantitative impairment tests of the Sweet Baked Snacks reporting unit, including controls over the significant assumptions mentioned above. | | |

| | | | To test the estimated fair value of the Sweet Baked Snacks reporting unit, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its quantitative test. As it pertains to revenue growth, we compared the significant assumptions used by management to current industry and economic trends and changes to the Company’s business model, customer base or product mix, as applicable. We assessed the historical accuracy of management’s estimates. In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions, including, the weighted average cost of capital. Specifically, we evaluated the components of the weighted average cost of capital assumptions used by the Company by performing an independent corroborative calculation with the involvement of our valuation specialists. | | |

June 18, 2025

| | | | *Chief Executive Officer and Chair of the Board* | | | | | | *Chief Financial Officer* | | | | | |

| Goodwill impairment charges | | | 1,661.6 | | | | | | — | | | | | | — | | |

| Other debt gains (charges) – net (A) | | | 30.2 | | | | | | (19.5) | | | | | | — | | |

| (Dollars in millions) | | | 2025 | | | | | | 2024 | | |

| Total Assets | | | $ | 17,563.3 | | | | | $ | 20,273.7 | |

| Goodwill impairment charges | | | 1,661.6 | | | | | | — | | | | | | — | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | (1,230.8) | | | | | | | | | | | | (1,230.8) | | |

| Purchase of treasury shares | | | (29,747) | | | | | | — | | | | | | (3.7) | | | | | | 0.8 | | | | | | | | | | | | (2.9) | | |

| Stock plans | | | 260,547 | | | | | | 0.1 | | | | | | 28.5 | | | | | | 0.8 | | | | | | | | | | | | 29.4 | | |

| Balance at April 30, 2025 | | | 106,425,081 | | | | | | $ | 26.6 | | | | | $ | 5,738.7 | | | | | $ | 501.8 | | | | | $ | (184.5) | | | | | $ | 6,082.6 | |

We recognize income taxes on global intangible low-taxed income (“GILTI”) as a period expense in the period in which the tax is incurred.

and penalties, accounting in interim periods, and disclosure.

If such

An equal weighting of estimated value under these approaches is used to determine the fair value of each reporting unit, respectively.

Following the allocation of goodwill to the disposal group, the remaining goodwill is assessed for potential indicators of impairment.

This ASU requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), other segment expenses included in each reported measure of segment profitability, and disclosure of the title and position of the CODM.

During 2025, we adopted the annual disclosure requirements on a retrospective basis.

The adoption of this standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standard Not Yet Adopted: In November 2024, the FASB issued ASU 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*.

ASU 2024-03 will provide investors with more decision-useful information about an entity’s expenses by improving disclosures on income statement expenses.

The amendments in this ASU will require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items.

In March 2024, the SEC adopted the climate-related final rule SEC Release Nos. 33-11275 and 34-99678, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*, however, in April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review, and in March 2025, the SEC voted to end its defense of the rule.

In April 2025, the court halted further proceedings indefinitely, pending further notice, and directed the SEC to file a status report with its next steps by July 23, 2025.

We will continue to monitor whether or not this rule will become effective.

We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.

demand, product scarcity, plant disease, investor speculation, geopolitical conflicts, changes in governmental agricultural and energy policies and regulation, political and economic conditions in the source countries, and tariffs.

The operating loss for the year ended April 30, 2025, includes $1,661.6 of pre-tax impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit, $320.9 of pre-tax impairment charges related to the *Hostess* brand indefinite-lived trademark, a $44.2 pre-tax loss on the disposal of certain Sweet Baked Snacks value brands, a $265.9 pre-tax loss on the disposal of the *Voortman* business, and excludes special project costs related to transaction and integration costs recognized within the segment.

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Goodwill | | | 2,446.8 | | |

| | | | | | |

On November 7, 2023, we completed the acquisition of Hostess Brands.

As permitted by the SEC, we excluded Hostess Brands operations from our assessment of internal control over financial reporting as of April 30, 2024.

Hostess Brands operations constituted 31 percent of total assets (including goodwill and other intangible assets of $5.4 billion) as of April 30, 2024, and 8 percent of net sales and 6 percent of operating income for the year then ended.

Hostess Brands operations will be included in our assessment as of April 30, 2025.

As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hostess Brands, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted 31 percent of total assets (including goodwill and other intangible assets of $5.4 billion) as of April 30, 2024, and 8 percent of net sales and 6 percent of operating income for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Hostess Brands, Inc.

June 18, 2024

*Purchase price allocation related to the acquisition of Hostess Brands*

| *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, on November 7, 2023, the Company completed the acquisition of Hostess Brands. The total purchase consideration in connection with the acquisition was $5.4 billion, of which $1.8 billion was allocated to indefinite-lived intangible assets and $1.2 billion was allocated to customer and contractual relationships. The Company accounted for this acquisition as a business combination. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the purchase price allocation process. For example, we tested controls over management’s review of the significant assumptions described above along with the completeness and accuracy of the data used in these fair value estimates. | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Investment in equity securities | | | — | | | | | | 487.8 | | |

| Make-whole payments included in financing activities | | | — | | | | | | — | | | | | | 7.0 | | |

| Balance at May 1, 2021 | | | 108,339,057 | | | | | | $ | 27.1 | | | | | $ | 5,527.6 | | | | | $ | 2,847.5 | | | | | $ | (277.4) | | | | | $ | 8,124.8 | |

| Purchase of treasury shares | | | (2,059,083) | | | | | | (0.5) | | | | | | (109.6) | | | | | | (160.3) | | | | | | | | | | | | (270.4) | | |

| Stock plans | | | 178,343 | | | | | | — | | | | | | 39.9 | | | | | | | | | | | | | | | | | | 39.9 | | |

within one year.

value or fair value less costs to sell.

amounts under these arrangements.

Recently Issued Accounting Standards: In March 2024, the SEC adopted the climate-related final rule SEC Release Nos. 33-11275 and 34-99678, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*, which will require registrants to provide certain climate-related information in their registration statements and annual reports.

The rules will require the disclosure of significant effects of severe weather events and other natural conditions, as well as amounts related to carbon offsets and renewable energy credits or certificates, in the audited financial statements in certain circumstances.

Disclosure of the actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook will also be required, along with the process used to identify, assess, and manage these risks.

In addition, the rules require disclosure of material climate-related targets or goals, material Scope 1 and Scope 2 greenhouse gas emissions, and the methodology used to calculate those emissions.

In April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review; however, we do not anticipate any impact to our financial statements upon adoption and continue to evaluate the impacts on our disclosures.

In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, *Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure*, requiring current reporting about material cybersecurity incidents and annual disclosures on management’s processes for assessing, identifying, and managing material cybersecurity risks, the material impacts of cybersecurity threats and previous cybersecurity incidents, the Board oversight of cybersecurity risks, and management’s role and expertise in assessing and managing material cybersecurity risks.

SEC Release No. 33-11216 was effective for us on November 1, 2023, and did not have a material impact on our financial statements and disclosures.

In December 2022, the SEC adopted the final rule under SEC Release No. 33-11138, *Insider Trading Arrangements and Related Disclosures*, which requires new disclosures regarding insider trading policies and procedures, the use of Rule 10b5-1 plans by directors and officers, and stock option grants issued in close proximity to the release of material nonpublic information.

SEC Release No. 33-11138 was effective for us on May 1, 2023, and did not have a material impact on our financial statements and disclosures.

The additional disclosures required are presented in Part III, Item 10 in this Annual Report on form 10-K.

price increases across our business.

The operating income for the year ended April 30, 2024, includes the recognition of an unfavorable fair value purchase accounting adjustment of $8.3, attributable to the acquired inventory, and excludes special project costs recognized within the segment.

The

| Goodwill | | | 2,447.2 | | |

| Current operating lease liabilities | | | 4.7 | | |

Certain estimated fair values for the acquisition, including goodwill, intangible assets, property, plant, and equipment, and income taxes, are not yet finalized.

The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as we complete our analysis of the fair values at the date of the acquisition during the measurement period not to exceed one year, as permitted under FASB ASC 805, *Business Combinations.*

We are evaluating the impact of these anticipated operational synergies and growth opportunities across our reporting units and, as a result, have not allocated goodwill to our other reporting units as of April 30, 2024; however, we will complete our evaluation and allocate goodwill, as appropriate, by the end of the measurement period.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Condiment | | | | | | *Sahale Snacks* | | |

Evaluation of Disclosure Controls and Procedures: Management, including the principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of April 30, [removed: 2024] [added: 2025] (the “Evaluation Date”).

Changes in Internal Controls: There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial [removed: reporting, except as noted below.][added: reporting.]

Management’s report on internal control over financial reporting and the attestation report of our independent registered public accounting firm are included on pages [removed: 49] [added: 48] and [removed: 50] [added: 49] of this Annual Report on Form 10-K, respectively.

On November 7, 2023, we acquired Hostess Brands, as discussed in Note 2: Acquisition in Part II, Item 8 in this Annual Report on Form 10-K.

As part of the purchase price allocation process, procedures were performed to validate the assets acquired and liabilities assumed, including existence testing and a preliminary valuation of the tangible and intangible assets acquired.

We are currently integrating Hostess Brands into our operations and internal control processes, and as permitted by the SEC rules and regulations for newly acquired businesses, we have excluded Hostess Brands from our assessment of the effectiveness of our internal controls over financial reporting of April 30, 2024.

Hostess Brands constituted $6,267.1 of our consolidated total assets as of April 30, 2024.

For the year then ended, Hostess Brands net sales was $637.3 and operating

income was $73.4, which excludes special project costs recognized within the segment.

Hostess Brands will be included in management’s evaluation of internal control over financial reporting as of April 30, 2025.

The information required by this Item as to the directors of the Company, the Audit Committee, the Audit Committee financial expert, and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” “Board and Committee Meetings,” and “Ownership of Common Shares” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 14, 2024.][added: 13, 2025.]

The information required by this Item as to the Company’s Insider Trading and Disclosure Policy is incorporated herein by reference to the information set forth under the caption “Description of Compensation Policies and Agreements with Executive Officers – Insider Trading Arrangements and Policies” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 14, 2024.][added: 13, 2025.]

The Board has adopted a Code of Conduct, last revised [removed: April 2022,] [added: June 2025,] which applies to our directors, principal executive officer, and principal financial and accounting officer.

The information required by this Item is incorporated herein by reference to the information set forth under the captions “Executive Compensation,” “Board and Committee Meetings,” and “Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 14, 2024.][added: 13, 2025.]

The information required by this Item is incorporated herein by reference to the information set forth under the captions “Ownership of Common Shares” and “Equity Compensation Plan Information” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 14, 2024.][added: 13, 2025.]

The information required by this Item is incorporated herein by reference to the information set forth under the captions “Corporate Governance” and “Related Party Transactions” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 14, 2024.][added: 13, 2025.]

The information required by this Item is incorporated herein by reference to the information set forth under the captions “Service Fees Paid to the Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies and Procedures” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 14, 2024.][added: 13, 2025.]

| [removed: (a)(2)] | | | | | | See the Index to Financial Statements on page [removed: 48] [added: 47] of this Annual Report on Form 10-K. | | |

| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/91419/000119312513350382/d583394dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex31.htm)] | | | [Amended Articles of Incorporation of The J. M. Smucker [removed: Company](https://www.sec.gov/Archives/edgar/data/91419/000119312513350382/d583394dex31.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex31.htm)] | | |

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/91419/000009141923000011/sjm20230120-8kex31.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm)] | | | [Amended Regulations of the J. M. Smucker Company (as [removed: Amended January 20, 2023)](https://www.sec.gov/Archives/edgar/data/91419/000009141923000011/sjm20230120-8kex31.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm) [April](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm) [](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm)[0, 202](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm)[5](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm)[)](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm)] | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex103.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex103.htm)] | | | [The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex103.htm) | | |

| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm)[2](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 17, 2020*](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm) | | |

| [removed: [10.4](https://www.sec.gov/Archives/edgar/data/91419/000009141923000113/sjm20230731-10qex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000113/sjm20230731-10qex101.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000009141923000113/sjm20230731-10qex101.htm)] | | | [Amendment No. 2 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 26, 2023*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000113/sjm20230731-10qex101.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)[5](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)[4](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] | | | [The J. M. Smucker Company Voluntary Deferred Compensation Plan, Amended and Restated as of December 1, 2012*](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm)[6](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm)[5](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company Voluntary Deferred Compensation Plan, dated as of June 17, 2020*](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)[7](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)[6](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] | | | [The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)[8](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)[7](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] | | | [The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)[9](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)[8](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex101.htm)10] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex101.htm)9] | | | [The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex101.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)1] [added: [10.10](https://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)12] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm)[22](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm)] | | | [Form of Restricted Stock [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)13] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)[17](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] | | | [Form of Special One-Time Grant of Restricted Stock [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] [added: Agreement (Age 60 Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)4] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)[2](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] | | | [Form of [removed: Special One-Time Grant of] Deferred Stock Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)5] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)[13](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] | | | [Form of Performance Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)6] [added: [10.1](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] | | | [Form of Restricted Stock [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] | | |

| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1032.htm)[32](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1032.htm)] | | | [Form of Deferred Stock Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1032.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)18] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1029.htm)[29](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1029.htm)] | | | [Form of Deferred Stock [removed: Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] [added: Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1029.htm)] | | |

| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)[18](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] | | | [Form of [removed: Restricted] [added: Nonstatutory] Stock [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] [added: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] | | |

| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)] | | | [Form of [removed: Deferred] [added: Nonstatutory] Stock [removed: Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] [added: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)] | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)[21](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)] | | | [Form of Performance Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)] | | |

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)[14](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm) | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)[15](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm) | | |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)[16](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm) | | |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm)[23](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement [removed: (Age 60 Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] [added: (3-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm)] | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141924000077/sjm20240731-10qex102.htm)[31](https://www.sec.gov/Archives/edgar/data/91419/000009141924000077/sjm20240731-10qex102.htm)] | | | [Form of Performance Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141924000077/sjm20240731-10qex102.htm)] | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm)25] | | | [Form of Nonstatutory Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm)] | | |

| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1034.htm)[34](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1034.htm)] | | | [Form of [removed: Nonstatutory] [added: Restricted] Stock [removed: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1034.htm)] | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm)] | | | [Form of [removed: Nonstatutory] [added: Deferred] Stock [removed: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] [added: Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm)] | | |

| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm)[51](https://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm)] | | | [Form of [removed: Nonstatutory Stock Option] [added: Indemnity] Agreement between the Company and the [removed: Optionee (three-year vesting)*](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] [added: Officer party thereto*](https://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm)31] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm)[24](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm)] | | | [Form of [removed: Deferred] [added: Special One-Time Grant of Restricted] Stock [removed: Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm)] [added: Agreement (5-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)2] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1028.htm)[28](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1028.htm)] | | | [Form of [removed: Nonstatutory] [added: Restricted] Stock [removed: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)] [added: Agreement (2-Year Ratable Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1028.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)3] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1033.htm)[33](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1033.htm)] | | | [Form of Performance Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1033.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm)4] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1030.htm)[30](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1030.htm)] | | | [Form of Restricted Stock [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm)] [added: Agreement (3-Year Ratable Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1030.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm)5] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1041.htm)26] | | | [Form of Special One-Time Grant of Restricted Stock Agreement [removed: (3-year] [added: (1-year] Cliff [removed: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm)] [added: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1041.htm)] | | |

| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm)6] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1035.htm)[35](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1035.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff [removed: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm)] [added: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1035.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm)37] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1042.htm)27] | | | [Form of [removed: Nonstatutory] [added: Special One-Time Grant of Restricted] Stock [removed: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm)] [added: Agreement (2-year Ratable Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1042.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)43] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)[46](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] | | | [removed: [Employment Offer, dated February 28, 2020, between the] [added: [Amendment No. 3 to The J. M. Smucker] Company [removed: and John P. Brase*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)] [added: Restoration Plan, dated as of January 1, 2017*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] | | |

| (a)(2) | | | | | | Financial Statement Schedules: | | |

| | | | | | | | | |

| [10.1](https://www.sec.gov/Archives/edgar/data/91419/0000950152-97-005304.txt) | | | [Nonemployee Director Stock Plan dated January 1, 1997*](https://www.sec.gov/Archives/edgar/data/91419/0000950152-97-005304.txt) | | |

| [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1041.htm)38 | | | [Form of Special One-Time Grant of Restricted Stock Agreement (1-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1041.htm) | | |

| [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1042.htm)39 | | | [Form of Special One-Time Grant of Restricted Stock Agreement (2-year Ratable Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1042.htm) | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1040.htm)0 | | | [Form of Restricted Stock Agreement (2-Year Ratable Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1040.htm) | | |

| [10.41](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1041.htm) | | | [Form of Deferred Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1041.htm) | | |

| [10.42](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1042.htm) | | | [Form of Restricted Stock Agreement (3-Year Ratable Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1042.htm) | | |

| [10.59](https://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt) | | | [The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*](https://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt) | | |

| [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex1062.htm)62 | | | [Amendment No. 1 to the Revolving Credit Agreement, dated as of April 20, 2023*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex1062.htm) | | |

| [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312514323665/d777732dex101.htm)63 | | | [Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto](https://www.sec.gov/Archives/edgar/data/91419/000119312514323665/d777732dex101.htm) | | |