J.M. Smucker (SJM) 10-K risk factor changes: FY2026 vs FY2025

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 challenges (including [removed: new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries),] [added: changes in tariffs),] labor shortages, geopolitical conflicts, the negative impacts caused by pandemics and public health crises, and growing recession risk.

- [added: the] timing, duration, and extent of [removed: new] [added: newly imposed, increased,] or [removed: increased] [added: reduced] tariffs [added: imposed by the U.S.] on imports and exports and the expected retaliatory measures [added: by other countries] on U.S. goods and the impact on our business are uncertain.

Specifically, we may not realize all of the anticipated benefits of the acquisition of Hostess Brands, or those benefits may take longer to realize than [removed: expected.][added: expected.]

Our stated strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in [removed: growing] [added: attractive] categories.

We have historically made strategic acquisitions of brands and businesses and [removed: intend to] [added: may] do so in the future in support of this strategy.

Additional acquisition risks include the diversion of [removed: management] [added: management’s] attention from our existing business, potential loss of key employees, suppliers, or consumers from the acquired business, assumption of unknown risks and liabilities, and greater than anticipated operating costs of the acquired business.

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

[removed: If our efforts][added: Our]

[added: 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.

From time to time, we are engaged in litigation to protect our intellectual property, which could result in substantial costs as well as diversion of [removed: management] [added: management’s] attention.

We have elected to source certain raw materials, such as packaging for our *Folgers* coffee [removed: products, as well as our] [added: and] *Jif* peanut [removed: butter, and] [added: butter brands,] certain finished goods, such as K-Cup® pods, our *Pup-Peroni* dog snacks, and liquid coffee, from primary or single sources of supply.

[removed: Further,] [added: In addition,] Graham Packaging Company, L.P. (“Graham Packaging”) is [removed: our] [added: the] single-source supplier for [removed: the] packaging [removed: of] [added: used in] our *Folgers* coffee [added: products and primary supplier for packaging used in our *Jif* peanut butter] products.

If [removed: either Keurig, JDE Peet’s,] [added: KDP] or Graham Packaging is unable to supply [removed: K-Cup® pods, liquid coffee,] [added: these products] or packaging for [removed: *Folgers* coffee products, respectively, to us for] any reason, [removed: it could] [added: we may] be [removed: difficult] [added: unable] to [removed: find an] [added: secure] alternative [removed: supplier for such goods] [added: sources] on commercially reasonable terms, which could have a material adverse effect on our results of operations.

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 [added: shortages; cybersecurity breaches; political instability, terrorism, or geopolitical conflicts; pandemic illness; government restrictions or government trade policies (including changes in tariffs); or other causes could significantly impair our ability to operate our business.]

While we insure against many of these events and certain business interruption risks and have policies and procedures to manage business continuity planning, such insurance may not [added: fully] compensate us for any losses [removed: incurred] [added: incurred,] and our business continuity plans may not effectively resolve the issues in a timely manner.

As of April 30, [removed: 2025, 22] [added: 2026, 21] percent of our full-time employees, located at [removed: nine] [added: eight] manufacturing locations, are covered by collective bargaining agreements.

These contracts vary in term depending on location, with three contracts expiring in [removed: 2026,] [added: 2027,] representing approximately [removed: 10] [added: 5] percent of our total employees.

Success in promoting and enhancing brand value depends on our ability to provide high-quality [removed: products.][added: products that meet consumer needs.]

Negative [added: or untrue] posts or comments about us, [added: partners who we work with,] our [removed: brands,] [added: brands] or products on social or digital [removed: media] [added: media, including content produced by artificial intelligence,] could damage our brands and reputation.

In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, recruit, hire, train, and retain qualified individuals, including, for example, all levels of skilled labor in our manufacturing [removed: facilities.][added: facilities or expertise related to emerging technologies, such as artificial intelligence.]

[removed: We may not be able to locate suitable replacements for any key] employees who leave or to offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.

[removed: The] [added: In order to support our commitment to ongoing margin enhancement efforts, we have a] Transformation [removed: Office] [added: Office, which] is focused on enterprise-wide continuous improvement strategies to ensure a pipeline of productivity initiatives and profit growth opportunities.

Sales to Walmart Inc. and [removed: subsidiaries] [added: subsidiaries, including Sam’s Club,] amounted to [removed: 33] [added: 34] percent of net sales in [removed: 2025.][added: 2026.]

These sales are primarily included in our U.S. [removed: retail market] [added: Retail reportable] segments.

Trade receivables – net at April 30, [removed: 2025,] [added: 2026,] included amounts due from Walmart Inc. and [removed: subsidiaries] [added: subsidiaries, including Sam’s Club,] of [removed: $172.3,] [added: $187.4,] or [removed: 28] [added: 29] percent of the total trade receivables – net balance.

During [removed: 2025,] [added: 2026,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

If our products fail to meet consumer preferences, or we fail to introduce new and improved products on a timely basis, then the return on that investment [removed: will] [added: may] be less than anticipated and our strategy to grow sales and profits through investment in innovation [removed: will] [added: could] be less successful.

Further, weak economic conditions, recessions, significant inflation, severe or unusual weather events, pandemics, [added: war,] and other factors (including [removed: new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries)] [added: changes in tariffs)] 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 (including [removed: new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries)] [added: changes in tariffs)] 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 industry (including [removed: new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries),] [added: changes in tariffs),] labor shortages in the transportation industry, service failures by third-party service providers, carrier capacity, accidents, natural disasters, inflation, [added: geopolitical conflicts,] 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, flour, sugar, [removed: oils and] [added: oils,] fats, 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 (including [removed: new or increased tariffs imposed by the U.S. and retaliatory tariffs by other countries),] [added: changes in tariffs),] 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: 2025,] [added: 2026,] we continued to experience materially higher commodity and supply chain costs, including manufacturing, ingredient, and packaging costs, [removed: due to] [added: driven by] inflationary pressures, [removed: and] [added: which may persist into 2027, although] we expect [removed: the pressures of cost inflation] [added: some moderation relative] to [removed: continue into 2026.][added: prior periods.]

We expect the green coffee commodity markets to [removed: continue to be] [added: remain] challenging due to [removed: the significant] ongoing [added: and significant] price volatility.

Due to the significance of green coffee to our coffee business, combined with our ability to only partially mitigate future price risk through purchasing practices and hedging activities, significant increases [removed: or decreases] in the cost of green coffee could have an adverse impact on our profitability, as compared to that of our competitors.

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 [removed: business needs can be arranged.]

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

As of April 30, [removed: 2025,] [added: 2026,] we had [removed: $7.7] [added: $7.0] billion of short-term borrowings and long-term debt.

At April 30, [removed: 2025,] [added: 2026,] the carrying value of goodwill and other intangible assets totaled [removed: $12.1] [added: $10.9] billion, compared to total assets of [removed: $17.6] [added: $16.2] billion and total shareholders’ equity of [removed: $6.1] [added: $5.5] billion.

As of April 30, [removed: 2025,] [added: 2026,] goodwill and indefinite-lived intangible assets totaled [removed: $5.7] [added: $5.2] billion and [removed: $3.8] [added: $2.6] billion, respectively.

In particular, the anticipated benefits of our acquisition of Hostess Brands depend in part on our ability to maintain operational stability and continue executing ongoing optimization initiatives.

The Hostess Brands business has been substantially integrated into our operations; however, managing a larger and more complex organization requires continued management attention.

We may encounter execution-related challenges or be affected by adverse economic, market, consumer trends, or other conditions that could limit our ability to fully realize the anticipated long-term benefits of the acquisition, which could adversely affect our results of operations or cash flows, delay or reduce the accretive impact of the transaction, and negatively impact the market price of our common shares.

KDP is our primary supplier of single-serve pods and the single-source supplier of liquid coffee for our Away From Home business.

There are a limited number of manufacturers, other than KDP, capable of producing liquid coffee for use in our systems.

We may not be able to locate suitable replacements for any key

business needs can be arranged.

As discussed in additional detail below, the Sweet Baked Snacks reporting unit has no remaining goodwill as a result of the impairment charges recorded during 2026, and the *Hostess* brand trademark was reclassified as a finite-lived intangible asset.

The declines are reflective of both near-term underperformance and long-term expectations for both net sales and segment profit, driven by the sustained reduction in consumer discretionary income due to inflationary pressures and an overall shift in consumer sentiment related to sweet baked goods.

The goodwill impairment charge represents the full remaining carrying value of the goodwill within the Sweet Baked Snacks reporting unit and the indefinite-lived trademark impairment charge represents the excess of the carrying value over the estimated fair value.

As a result of the goodwill impairment charge, we completed an impairment review of the remaining long-lived assets within the Sweet Baked Snacks reporting unit and did not recognize any additional impairment charges.

Furthermore, we reassessed the long-term strategic expectations for the *Hostess* brand, inclusive of the impact of recent category trends, resulting in the reprioritization of our investments in growth brands outside of the reporting unit and the brand being reclassified as a finite-lived intangible asset as of January 31, 2026.

The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the *Pup-Peroni* brand within the U.S. Retail Pet Foods reportable segment, which is susceptible to future impairment charges if there is any significant adverse changes in our near- or long-term projections for the brand or macroeconomic conditions.

Our rights and obligations to

Additionally, we may be subject to claims, investigations, or litigation under federal or state ingredient, labeling, packaging, or securities laws, including securities class actions arising from our public disclosures, stock price volatility, or other factors, regardless of the merits of such claims.

Litigation is expensive, time consuming, and disruptive to management and may result in substantial defense costs, settlements, or judgments, as well as reputational harm and increased scrutiny from regulators and investors.

There is also increased focus on environmental policies, including climate change, greenhouse gas emissions, energy policies, sustainability, and single-use plastics.

The U.S. government has recently implemented significant tariffs on imports and exports, which have impacted international trade relations and resulted in retaliatory actions by foreign governments.

Although certain tariffs were subsequently lifted or invalidated, trade policy remains highly uncertain, and the U.S. government may impose new or modified tariffs in the future.

In addition, more states continue to introduce corresponding privacy rights bills in committee, which means the scope of applicable privacy laws may continue to expand.

Market perceptions and stakeholder engagement may impact our stock price and business.

Our stock price may be influenced by a variety of factors, including stakeholder sentiment regarding our industry or Company and differing perspectives on our strategy, governance, or capital allocation.

Stakeholders may from time to time engage with us or express perspectives on these matters, which may require management and Board attention and could impact public perceptions about the Company.

These factors could adversely affect our business, financial condition, and results of operations.

oversight.

Geopolitical conflicts and evolving international trade and regulatory conditions have adversely affected, and may continue to adversely affect, the global economy and financial markets.

Governments in various jurisdictions have implemented, and may continue to implement, sanctions, trade restrictions, export controls, or other regulatory measures that can disrupt global supply chains and increase costs.

While we do not have operations in regions experiencing geopolitical conflict, these conditions have contributed to, and may continue to contribute to, the volatility in the availability and cost of raw materials, transportation, and energy.

Prolonged or escalating geopolitical conflicts could also result in cyber incidents, further supply chain disruptions, reduced consumer confidence and demand, foreign currency exchange rate volatility, and additional barriers to international trade.

Any of these factors could adversely affect our business, financial condition, results of operations, or cash flows, and may exacerbate other risks described in this section.

We may also encounter significant unexpected difficulties in integrating the Hostess Brands business 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 depend on our ability to achieve synergies and cost savings, while overcoming executional hurdles.

The combination of two independent businesses is a complex, costly, and time-consuming process.

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

The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the acquisition.

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

Specifically, the difficulties of combining the operations of Hostess Brands with our business include, among others:

- the diversion of management’s attention to acquisition matters;

- difficulty in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from combining the Hostess Brands business with our business;

- difficulties in managing the expanded operations of a significantly larger and more complex company;

- challenges in keeping existing customers and obtaining new customers;

- challenges in attracting and retaining key personnel;

- unanticipated expenses resulting from integration activities and disputes with third parties; and

- unanticipated liabilities, such as environmental liabilities resulting from contamination at our properties or those of third parties.

Keurig is our single-source supplier for K-Cup® pods, which are used in its proprietary Keurig® K-Cup® brewing system.

In addition, JDE Peet’s N.V. (“JDE Peet’s”) is our single-source supplier for liquid coffee for our Away From Home business, and there are a limited number of manufacturers other than JDE Peet’s that are able to manufacture liquid coffee.

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.

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 Sweet Baked Snacks value brands, the *Voortman*, Canada condiment, and *Sahale Snacks* businesses, and certain pet food brands.

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

The outcome and financial impact of this litigation cannot be predicted at this time.

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

publicly issued debt securities and increased costs under credit facilities.

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.

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.

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

The estimated fair value exceeded the carrying value by greater than 10 percent for all of our reporting units and indefinite-lived intangible assets, with the exception of the Sweet Baked Snacks reporting unit and *Hostess* brand indefinite-lived trademark, as the carrying values approximated estimated fair values due to the impairment charges recognized during the third quarter of 2025.

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.

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.

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.

material indefinite-lived intangible assets are more likely than not impaired as of April 30, 2025.

“Financial Statements and Supplementary Data” in this Annual Report on Form [removed: 10-K.]

We have [removed: four] [added: five] reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, [removed: and] Sweet Baked [removed: Snacks.][added: Snacks, and Away From Home.]

Products within our U.S. [removed: retail market] [added: Retail reportable] segments are primarily sold through a combination of direct sales and brokers to food retailers, club stores, discount and dollar stores, online retailers, pet specialty stores, drug stores, military commissaries, mass merchandisers, and distributors.

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

[removed: International and] [added: The] Away From Home [added: reportable segment] includes the sale of all products [removed: that are distributed in foreign countries through retail channels, as well as] domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).

Our strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in [removed: growing] [added: attractive] categories.

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

Our non-GAAP adjustments include [added: the exclusion of] amortization expense and impairment charges related to intangible assets, [removed: certain divestiture, acquisition, integration, and restructuring costs (“special] [added: special] project [removed: costs”),] [added: costs,] gains and losses on divestitures, the [removed: net] change in [added: net cumulative unallocated derivative gains and]

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

[removed: Due to the unknown and potentially prolonged impact of the inflationary environment and challenged supply network, we may experience difficulties or be delayed in achieving our long-term] [added: term] strategies; however, we continue to evaluate the effects of the macroeconomic environment on our long-term growth objectives.

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

These changes were 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 *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, [added: and] the private label dry pet food and natural beverage and grains businesses in [removed: 2022, and the *Crisco®* and *Natural Balance®* businesses in 2021.][added: 2022.]

Our [added: current] deployment strategy also includes a significant focus on debt repayment.

[added: On November 7, 2023, we completed a cash and stock transaction to acquire] Hostess [removed: Brands is] [added: Brands,] a manufacturer and marketer of sweet baked goods [removed: brands] [added: brands,] including *Hostess Donettes*, *Twinkies*, *CupCakes*, *DingDongs*, *Zingers*, *CoffeeCakes*, *HoHos*, *Mini Muffins*, and *Fruit Pies*, and the *Voortman* cookie brand at the acquisition date.

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 [added: reportable] segment.

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 [added: reportable] segment.

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

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

During [removed: 2025,] [added: 2026,] we continued to experience input cost inflation and a dynamic [removed: and evolving] macroeconomic environment, [removed: inclusive of] [added: including] tariffs, regulatory and policy changes, and [removed: changes] [added: shifts] in consumer [removed: behaviors,] [added: behavior, including health and wellness trends,] which [removed: we anticipate will] [added: could] persist into [removed: 2026.][added: 2027.]

Further, [removed: the] [added: these] higher costs have required price increases across [removed: our business, and we anticipate the price elasticity] [added: certain areas] of [removed: demand could remain elevated into] [added: our business during] 2026 as consumers [removed: continue to experience] [added: faced] broader inflationary pressures and [removed: are] [added: were] selective in their spending.

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

We [removed: also] continue to work closely with our customers and external business partners, taking [removed: additional actions] [added: proactive measures] to [removed: ensure] [added: support] safety, [added: ensure] business continuity, and maximize product availability.

[removed: We have] [added: Production has been] maintained [removed: production at] [added: across] all [removed: our facilities] [added: facilities,] and [removed: availability of] appointments at distribution [removed: centers.][added: centers remain available.]

[removed: We will continue to evaluate] [added: Given these uncertainties,] the [removed: nature and] extent to which [removed: supply chain disruptions and] inflation [removed: will impact our business,] [added: and] supply [removed: chain,] [added: chain disruptions,] including labor availability and attrition, [added: may affect our business,] results of operations, financial condition, and [removed: liquidity.][added: liquidity could be difficult to predict.]

This discussion and analysis deals with comparisons of material changes in the consolidated financial statements for the years ended April 30, [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

For the comparisons of the years ended April 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2024] [added: 2025] Annual Report on Form 10-K.

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | % Increase (Decrease) | | |

| Net sales | | | $ | [removed: 8,726.1] [added: 9,050.9] | | | | | $ | [removed: 8,178.7] [added: 8,726.1] | | | | | [removed: 7] [added: 4] | | % |

| Gross profit | | | $ | [removed: 3,384.7] [added: 3,034.5] | | | | | $ | [removed: 3,115.4] [added: 3,384.7] | | | | | [removed: 9] [added: (10)] | | |

| *% of net sales* | | | [removed: 38.8] [added: 33.5] | | % | | | | [removed: 38.1] [added: 38.8] | | % | | | | | | |

| Operating income (loss) | | | $ | [removed: (673.9)] [added: 360.2] | | | | | $ | [removed: 1,305.8] [added: (673.9)] | | | | | n/m | | |

| *% of net sales* | | | [removed: (7.7)] [added: 4.0] | | % | | | | [removed: 16.0] [added: (7.7)] | | % | | | | | | |

| Net income (loss) | | | $ | [removed: (1,230.8)] [added: (138.7)] | | | | | $ | [removed: 744.0] [added: (1,230.8)] | | | | | [removed: n/m] [added: 89] | | |

| Net income (loss) per common share – assuming dilution | | | $ | [removed: (11.57)] [added: (1.30)] | | | | | $ | [removed: 7.13] [added: (11.57)] | | | | | [removed: n/m] [added: 89] | | |

| Adjusted gross profit (A) | | | $ | [removed: 3,335.6] [added: 3,159.2] | | | | | $ | [removed: 3,111.6] [added: 3,335.6] | | | | | [removed: 7] [added: (5)] | | |

| *% of net sales* | | | [removed: 38.2] [added: 34.9] | | % | | | | [removed: 38.0] [added: 38.2] | | % | | | | | | |

| Adjusted operating income (A) | | | $ | [removed: 1,824.7] [added: 1,678.3] | | | | | $ | [removed: 1,636.2] [added: 1,824.7] | | | | | [removed: 12] [added: (8)] | | |

| *% of net sales* | | | [removed: 20.9] [added: 18.5] | | % | | | | [removed: 20.0] [added: 20.9] | | % | | | | | | |

| Income | | | $ | [removed: 1,078.8] [added: 977.8] | | | | | $ | [removed: 1,038.0] [added: 1,078.8] | | | | | [removed: 4] [added: (9)] | | |

| Earnings per share – assuming dilution | | | $ | [removed: 10.12] [added: 9.15] | | | | | $ | [removed: 9.94] [added: 10.12] | | | | | [removed: 2] [added: (10)] | | |

10-K.

It provides clear long-term direction, aligning the organization and guiding business priorities.

Due to a dynamic external environment, we may experience difficulties or be delayed in achieving our long-

In support of ongoing cost management and earnings growth, we remain focused on executing our company-wide transformation initiative, which is designed to translate our continuous improvement mindset into sustainable productivity gains.

These efforts are intended to expand our profit margins while enabling reinvestment in the Company to support future growth and cost savings.

We are closely monitoring ongoing geopolitical conflicts, as well as evolving international trade and regulatory conditions, for any escalation that could significantly disrupt economic activity or supply chains.

These factors may contribute to broader inflationary pressures, tariff impacts, increased energy costs, or regional and global economic slowdowns.

We will continue to evaluate these factors as conditions evolve.

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

| | | | 2026 | | | | | | 2025 | | |

Gross profit decreased $350.2, or 10 percent, in 2026, primarily driven by higher costs, inclusive of commodity costs and tariffs, unfavorable volume/mix, a net unfavorable impact of derivative gains and losses, an increase in special project costs, and the noncomparable impact of divestitures, partially offset by higher net price realization.

Net interest expense decreased $7.5, or 2 percent, in 2026, primarily due to reduced debt outstanding as compared to the prior year.

We have recognized total cumulative costs of $9.0 related to these efforts, of which $2.5 and $6.5 were recognized during 2026 and 2025, respectively, all of which were cash charges, primarily consisting of other transition and termination costs.

We do not anticipate any additional costs to be incurred related to these activities.

We do not anticipate any additional costs to be incurred related to these integration activities.

We do not anticipate remaining charges related to these restructuring activities to be material in 2027.

We have five reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, Sweet Baked Snacks, and Away From Home.

The presentation of Other represents the International operating segment, which does not meet the criteria to be presented as a reportable segment under FASB ASC 280.

In accordance with FASB ASC 280, we completed our annual evaluation of operating segments to determine which segments meet the quantitative thresholds to be presented as a reportable segment.

As a result of this evaluation, the Away From Home operating segment met the reportable segment criteria and is presented as such beginning in the fourth quarter of 2026.

Segment information for 2025 and 2024 has been recast to reflect this change.

| | | | 2026 | | | | | | 2025 | | | | | | % Increase (Decrease) | | |

| Other (A) | | | 441.8 | | | | | | 437.1 | | | | | | 1 | | |

| Away From Home | | | 220.1 | | | | | | 176.1 | | | | | | 25 | | |

| Other (A) | | | 69.6 | | | | | | 71.3 | | | | | | (2) | | |

| Away From Home | | | 25.0 | | | | | | 23.1 | | | | | | | | |

| Other (A) | | | 15.8 | | | | | | 16.3 | | | | | | | | |

(A) Represents the International operating segment.

U.S. Retail Frozen Handheld and Spreads net sales decreased $23.1 in 2026.

Net price realization increased

net sales by 1 percentage point, primarily reflecting higher net pricing across the portfolio.

Away From Home net sales increased $116.0 in 2026.

Net price realization contributed 10 percentage points to net sales, primarily driven by higher net pricing for coffee.

| | | | 2026 | | | | | | 2025 | | |

| Net cash provided by (used for) operating activities | | | $ | 1,473.6 | | | | | $ | 1,210.4 | |

The cash required to fund working capital decreased compared to the prior year, primarily driven by lower inventories, reflecting moderation in input cost inflation during the current year, the timing of settling our derivative instruments, and a reduction in payments related to transition services agreements entered into in connection with divestitures.

Cash used for investing activities in 2026 consisted primarily of $317.4 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities, partially offset by a decrease of $44.9 in our derivative cash margin account balances.

Cash used for financing activities in 2026 consisted primarily of long-term debt repayments of $500.0, dividend payments of $464.7, and a net decrease in short-term borrowings of $251.5.

These segments in total comprised 86 percent of consolidated net sales in 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.

Strategic Overview

This vision is our long-term direction that guides business priorities and aligns our organization.

Further, we will continue to guide the transformation of our business by advancing our strategy of leading in the attractive categories of pet, coffee, and snacking.

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands.

The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2.

In addition, we paid $3.9 billion in cash, net of cash acquired, and assumed $991.0 of debt from Hostess Brands and $67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards.

New debt of $5.0 billion was borrowed, consisting of $3.5 billion in Senior Notes, an $800.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”), and $700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the acquisition.

During 2025, the acquired business contributed net sales of $1,178.8.

We anticipate cost synergies of approximately $100.0, which are expected to be achieved by the end of 2026.

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

Under

On April 28, 2023, we sold certain pet food brands to Post.

The transaction included the *Rachael Ray Nutrish*, *9Lives*, *Kibbles ’n Bits*, *Nature’s Recipe*, and *Gravy Train* brands, as well as 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 in 2023, primarily included in the U.S. Retail Pet Foods segment.

Final net proceeds from the divestiture were $1.2 billion, consisting of $683.9 in cash, net of a working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction.

We recognized a pre-tax loss of $1.0 billion upon completion of this transaction during 2023, within loss (gain) on divestitures – net in the Statement of Consolidated Income (Loss) and Statement of Consolidated Cash Flows.

During 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss.

Furthermore, during 2024, we entered into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock.

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

For additional information, see Note 10: Derivative Financial Instruments.

In response to the inflationary pressures, we continue to focus on the delivery of our company-wide transformation initiative to deliberately translate our 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.

Furthermore, we have implemented measures to manage order volumes to ensure a consistent supply across our retail partners during periods of high demand.

However, to the extent that high demand levels or supply chain disruptions delay order fulfillment, we may experience volume loss and elevated penalties.

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

Overall, broad-based supply chain disruptions and the impact of inflation remain uncertain.

| Hostess Brands acquisition | | | (669.3) | | | | | | — | | | | | | (669.3) | | | | | | (8) | | |

| Canada condiment divestiture | | | — | | | | | | (43.8) | | | | | | 43.8 | | | | | | 1 | | |

| *Sahale Snacks* divestiture | | | — | | | | | | (24.1) | | | | | | 24.1 | | | | | | — | | |

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

These impacts were partially offset by the increase in gross profit, a $94.4 decrease in other special project costs primarily related to integration costs associated with the acquisition of Hostess Brands, and lapping a $39.1 charge in the prior year related to the termination of a supplier agreement.

Net interest expense increased $124.4, or 47 percent, in 2025, primarily due to increased interest expense related to the new Senior Notes issued during 2024 to partially finance the acquisition of Hostess Brands.

mpany and certain state legislative changes enacted during the year.

We anticipate incurring approximately $12.0 of costs related to these efforts, consisting primarily of other transition and termination charges.

The majority of these costs are expected to be cash charges and incurred by the end of 2026.

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.

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.

| International and Away From Home | | | 247.4 | | | | | | 208.1 | | | | | | 19 | | |

| International and Away From Home | | | 20.6 | | | | | | 17.4 | | | | | | | | |

The U.S. Retail Frozen Handheld and Spreads segment net sales increased $61.4 in 2025, inclusive of the impact of $15.1 of noncomparable net sales in the prior year related to the divested *Sahale Snacks* business.

Interest Rate Risk: The fair value of our cash and cash equivalents at April 30, [removed: 2025,] [added: 2026,] approximates carrying value.

Our interest rate exposure primarily includes U.S. Treasury rates, [removed: SOFR,] [added: Secured Overnight Financing Rate (“SOFR”),] and commercial paper rates in the U.S.

In November 2024, we entered into reverse treasury locks to manage our exposure to interest rate fluctuations related to [removed: the] [added: anticipated] tender offers.

100 basis-point decrease in interest rates at April 30, [removed: 2025,] [added: 2026,] would increase the fair value of our long-term debt by [removed: $563.6.][added: $499.7.]

| High | | | $ | [removed: 112.7] [added: 43.6] | | | | | $ | [removed: 26.0] [added: 112.7] | |

| Low | | | [removed: 20.0] [added: (35.4)] | | | | | | [removed: (4.0)] [added: 20.0] | | |

| Average | | | [removed: 49.6] [added: 7.0] | | | | | | [removed: 12.8] [added: 49.6] | | |

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

The foreign currency balance sheet exposures as of April 30, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] 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 4 percent of consolidated net sales during [removed: 2025.][added: 2026.]

| | | | 2026 | | | | | | 2025 | | |

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

that we expect to incur.

Net sales outside the U.S., subject to foreign currency translation, represented 4 percent of consolidated net sales for [removed: 2025.][added: 2026.]

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

[removed: Additionally, we sell] [added: The Away From Home reportable segment includes the sale of all] products [removed: both] domestically and in foreign countries through [removed: retail channels and] foodservice distributors and [removed: operators through the Sweet Baked Snacks segment and the combined International and Away From Home operating segments.]

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 [added: reportable] segment.

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 [added: reportable] segment.

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

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

Principal Products: In [removed: 2025,] [added: 2026,] our principal products were coffee, [added: frozen handheld products,] sweet baked goods, pet snacks, [removed: frozen handheld products,] peanut butter, cat food, fruit spreads, portion control products, toppings and syrups, and baking mixes and ingredients.

Product sales information for the years [added: 2026,] 2025, [removed: 2024,] and [removed: 2023] [added: 2024] is included within Note 5: Reportable Segments.

Products within our U.S. [removed: retail market] [added: Retail reportable] segments are primarily sold through a combination of direct sales and brokers to food retailers, club stores, discount and dollar stores, online retailers, pet specialty stores, drug stores, military commissaries, mass merchandisers, and distributors.

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

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

The availability, quality, and 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: 2025.][added: 2026.]

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 conflicts, changes in governmental agricultural and energy policies and regulations, [removed: and] political and economic conditions in the source [removed: countries.][added: countries, and tariffs.]

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

Trademarks and Patents: Many of our products are produced and sold under various [removed: patents] [added: issued] and [added: pending] patents [removed: pending,] and [added: are] marketed under trademarks owned or licensed by us or one of our subsidiaries.

Our [removed: major] [added: principal] trademarks as of April 30, [removed: 2025,] [added: 2026,] are listed below.

| [removed: Other (A)] [added: Away From Home] | | | | | | [removed: *Folgers*, *Smucker’s*,] [added: *Folgers®*, *Smucker’s®*,] and [removed: *Uncrustables*] [added: *Uncrustables®*] | | |

Keurig® and K-Cup® are trademarks of [added: an affiliate of] Keurig [removed: Green Mountain,] [added: Dr. Pepper,] Inc. [removed: (“Keurig”),] [added: (“KDP”),] used with permission.

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*][added: 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,* *Meow Mix,* and *Hostess* logos.]

We own many [added: granted and pending] patents [removed: worldwide] [added: worldwide,] in addition to utilizing [removed: proprietary] trade [removed: secrets, technology, know-how processes,] [added: secrets] and other [removed: intellectual property rights] [added: proprietary know-how, processes, and technologies] that are not registered.

Seasonality: The U.S. [removed: retail market] [added: Retail and Away From Home reportable] segments do not experience significant seasonality, as demand for our products is generally consistent throughout the year.

However, the Sweet Baked Snacks [added: reportable] segment does experience moderate seasonality, with declines during the early winter period due to the holiday season.

Customers: Sales to Walmart Inc. and [removed: subsidiaries] [added: subsidiaries, including Sam’s Club,] amounted to [removed: 33] [added: 34] percent of net sales in [removed: both 2025 and 2024] [added: 2026] and [removed: 34] [added: 33] percent of net sales in [removed: 2023.][added: both 2025 and 2024.]

These sales are primarily included in our U.S. [removed: retail market] [added: Retail reportable] segments.

During [removed: 2025,] [added: 2026,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

For the U.S. [removed: retail market] [added: Retail and Sweet Baked Snacks reportable] segments, private label held a [removed: 15.2] [added: 14.0] dollar average market share during the 52 weeks ended April [removed: 20, 2025,] [added: 19, 2026,] for the categories in which we compete, as compared to a 13.7 dollar average market share during the same period in the prior year.

Our [removed: primary] [added: principal] brands and [removed: major] competitors as of April 30, [removed: 2025,] [added: 2026,] are listed below.

| [removed: Mainstream roast and ground coffee] | | | [removed: *Folgers* (A) and *Café Bustelo*] | | | *Maxwell House* and *Yuban* | | | The Kraft Heinz Company | | |

| [added: Peanut butter and specialty spreads] | | | [added: *Jif* *(*A)] | | | Private label brands | | | Various | | |

| [removed: Single serve] [added: Mainstream roast and ground] coffee [removed: – K-Cup®] | | | [removed: *Dunkin’*, *Folgers*,] [added: *Folgers* (A)] and *Café Bustelo* | | | Private label brands | | | Various | | |

| | | | | | | *Green Mountain Coffee* (A), *Donut Shop*, [added: *McCaf*é,] and [removed: *McCaf*é] [added: *Peet’s Coffee & Tea*] | | | Keurig Dr. Pepper | | |

| | | | | | | [removed: *Starbucks*] [added: *Nescafé*] | | | Nestlé S.A. | | |

| Frozen sandwiches and snacks | | | [removed: *Smucker’s Uncrustables*] [added: *Uncrustables*] | | | *Hot Pockets* (A) | | | Nestlé S.A. | | |

| Pet snacks | | | *Milk-Bone* (A), *Pup-Peroni*, [removed: and] *Canine Carry [removed: Outs*] [added: Outs,* and *Meow Mix*] | | | *Beggin’ Strips* | | | Nestlé Purina PetCare Company | | |

| [removed: International and Away] [added: Away] From Home | | | | | | | | | | | |

| Foodservice frozen handheld | | | [removed: *Smucker’s Uncrustables*] [added: *Uncrustables*] | | | *Hot Off the Grill* | | | Integrated Food Service | | |

Governmental regulation encompasses such matters as ingredients (including whether a product contains bioengineered ingredients or artificial dyes), packaging and disposal of 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 environmental policies relating to climate change, regulating greenhouse gas emissions, energy, and sustainability, including single-use [removed: plastics.][added: plastics and recyclability.]

We believe we are in compliance with such laws and regulations [added: in all material respects] and do not expect continued compliance [added: with current laws and regulations] to have a material impact on our capital expenditures, earnings, or competitive position in [removed: 2026.][added: 2027.]

Human Capital Management: Our values and principles are rooted in our *Basic Beliefs* to *Be Bold*, *Be Kind*, *Do the Right Thing*, *Play to Win*, and *Thrive Together*, which serve as the foundation for everything we do as an organization and are clear, concise, and actionable to help our employees [removed: continue to] bring our unique culture to [removed: life, as our employees are among our most important resources.][added: life.]

During the fourth quarter of 2026, the Away From Home operating segment met the reportable segment criteria under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280.

operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).

For the Away From Home reportable segment, private label held a 22.2 dollar average market share during 2026, for the categories in which we compete, as compared to a 22.9 dollar average market share during the prior year.

| Single serve coffee | | | *Dunkin’*, *Folgers*, and *Café Bustelo* | | | *Starbucks and Nespresso* | | | Nestlé S.A. | | |

| | | | | | | *Peet’s Coffee & Tea* | | | Keurig Dr. Pepper | | |

| | | | | | | *Bon Appetit* | | | Bon Appetit Danish, Inc. | | |

Environmental Matters: Compliance with environmental laws and regulations, including those related to climate and packaging, and the advancement of environmental sustainability is important to us.

We have established public goals related to waste diversion, water and energy use, greenhouse gas emissions, responsible sourcing, and sustainable packaging, and we implement programs across our operations and supply chain intended to support more sustainable practices and regulatory compliance.

These efforts include initiatives related to energy optimization, renewable electricity utilization, water conservation, and recycling.

We continue to evaluate and refine our processes to manage environmental impacts and associated costs.

The scope, timing, and effectiveness of these efforts may depend on factors outside of our control, including supplier participation, technology availability, regulatory developments, and evolving measurement methodologies and data quality.

We track our Ethics and Compliance progress through ongoing assessments of our internal programs and through our Ethics and Compliance Survey.

We are proud to have a truly unique culture that we believe is a distinct competitive advantage in our industry.

This means promoting resonant leadership and the practice of emotional

Family: Our approach to paid time off is competitive with our industry peers.

Short-term disability is also available to birth mothers.

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

| Robert Ferguson | | | | | | 52 | | | | | | 18 | | | | | | Chief Product Supply Officer \| Executive Vice President, Coffee, Pet, and Away From Home (B) | | | | | | 2026 | | |

| Tucker Marshall | | | | | | 50 | | | | | | 14 | | | | | | Chief Financial Officer \| Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks (D) | | | | | | 2020 | | |

| Katherine Williams | | | | | | 52 | | | | | | — | | | | | | Chief Marketing Officer (F) | | | | | | 2026 | | | |

Prior to that time, she served as Chief People and Administrative Officer since November 2019.

(F)Ms. Williams was elected to her present position in February 2026, having previously served as Chief Marketing Officer, US of Haleon plc since July 2022.

Prior to that time, she served as Chief Marketing Officer, US of GSK plc since November 2020.

These segments in total comprised 86 percent of consolidated net sales in 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.

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc. (“Post”).

The transaction included the *Rachael Ray®* *Nutrish®*, *9Lives®*, *Kibbles ’n Bits®*, *Nature’s Recipe®*, and *Gravy Train®* brands, as well as 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 in 2023, primarily included in the U.S. Retail Pet Foods segment.

International and Away From Home includes the sale of all products that are distributed in foreign countries through retail channels, as well as domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).

(A) Represents the combined International and Away From Home operating segments.

*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.

However, in recent years, there has been an increase in sales primarily driven by changes in consumer behaviors, including the increased frequency of employees working from home.

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

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

| | | | | | | *Peet’s Coffee & Tea* | | | JDE Peet’s N.V. | | |

| | | | | | | *Eight O’Clock* | | | Tata Global Beverages Limited | | |

| | | | | | | *Community Coffee* | | | Community Coffee Company | | |

| | | | | | | *Gevalia* | | | The Kraft Heinz Company | | |

| Peanut butter and specialty spreads | | | *Jif* *(*A) | | | *Private label brands* | | | Various | | |

| | | | | | | *Nescafé* | | | Société des Produits Nestlé S.A. | | |

| Canada coffee | | | *Folgers* | | | *Tim Hortons* (A) | | | Restaurant Brands International Inc. | | |

| | | | | | | *Maxwell House* | | | The Kraft Heinz Company | | |

| Canada flour | | | *Robin Hood*® (A) and *Five Roses®* | | | Private label brands | | | Various | | |

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

As such, we have public goals related to waste diversion, water usage, energy usage, greenhouse gas emissions, and sustainable packaging.

In support of our commitment to environmental sustainability, we have implemented and manage a variety of programs across our operations, including energy optimization, utilization of renewable energy, water conservation, recycling, and, in our supply chains, we support projects that increase sustainable practices.

We continue to evaluate and modify our processes to further limit our impact on the environment.

With over 8,000 full-time employees worldwide, every employee makes a difference to our Company.

We believe our basic belief, *Thrive Together,* takes proactive steps to ensure we are enabling our employees to reach their full potential.

matters through our Integrity Portal (“Portal”).

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

While the current labor market presents significant challenges for employers, we have made differential investments in our talent acquisition tools and programs to help us continue to attract the right candidates.

Further, we have continued to promote the importance of self-care and the availability of mental health resources to our employees.

In recognition of the need for mental health resources across society, we have partnered with the National Alliance on Mental Health to provide support for our employees and communities.

Their mental health services and self-care programs benefit our employees by raising awareness and providing additional support and education for mental health.

Additionally, we partner with The Village Network on their Early Childhood Mental Health initiatives.

This commitment provides access to important mental health and educational services for families and their children from birth to age five and is provided by Therapeutic Childcare Centers.

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

Lastly, we have an established working hours policy to clarify shared expectations but continue to review the professional environment to determine how to effectively manage it.

As we looked at how to address the evolving workplace at our Company, it was important to us to deliver on our employees’ needs and expectations while enabling collaboration and supporting continued productivity to deliver our business objectives.

To realize this, our corporate workplace model is focused on the idea of presence with purpose.

We plan around core weeks, where we encourage employees to be in office three days per week.

To us, true flexibility is not simply establishing a specific number of days in the office, and we have approached the development of our model based on guiding principles.

Employees have shared an appreciation of the balance this model provides, allowing them the flexibility they desire with the consistent opportunity to engage with colleagues in person, which also remains important to them.

For the fiscal year ended April 30, [removed: 2025][added: 2026]

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2024,] [added: 2025,] was [removed: $11,710,772,669.][added: $10,590,293,766.]

As of June [removed: 11, 2025, 106,508,017] [added: 2, 2026, 106,662,133] 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: 13, 2025,] [added: 12, 2026,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | Business | | | [removed: [2](#iae281927a987495ca4df56670804e188_13)] [added: [2](#i46e7271145864c2cb95e48184e3503d7_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [10](#iae281927a987495ca4df56670804e188_16)] [added: [9](#i46e7271145864c2cb95e48184e3503d7_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [24](#iae281927a987495ca4df56670804e188_19)] [added: [23](#i46e7271145864c2cb95e48184e3503d7_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [25](#iae281927a987495ca4df56670804e188_22)] [added: [24](#i46e7271145864c2cb95e48184e3503d7_22)] | | |

| Item 2. | | | Properties | | | [removed: [26](#iae281927a987495ca4df56670804e188_25)] [added: [25](#i46e7271145864c2cb95e48184e3503d7_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [26](#iae281927a987495ca4df56670804e188_28)] [added: [25](#i46e7271145864c2cb95e48184e3503d7_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [26](#iae281927a987495ca4df56670804e188_31)] [added: [25](#i46e7271145864c2cb95e48184e3503d7_31)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [27](#iae281927a987495ca4df56670804e188_37)] [added: [26](#i46e7271145864c2cb95e48184e3503d7_37)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [28](#iae281927a987495ca4df56670804e188_46)] [added: [27](#i46e7271145864c2cb95e48184e3503d7_46)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [28](#iae281927a987495ca4df56670804e188_46)] [added: [27](#i46e7271145864c2cb95e48184e3503d7_46)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [43](#iae281927a987495ca4df56670804e188_70)] [added: [42](#i46e7271145864c2cb95e48184e3503d7_70)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [45](#iae281927a987495ca4df56670804e188_76)] [added: [44](#i46e7271145864c2cb95e48184e3503d7_76)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | | | [removed: [92](#iae281927a987495ca4df56670804e188_163)] [added: [90](#i46e7271145864c2cb95e48184e3503d7_166)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [92](#iae281927a987495ca4df56670804e188_166)] [added: [90](#i46e7271145864c2cb95e48184e3503d7_169)] | | |

| Item 9B. | | | Other Information | | | [removed: [92](#iae281927a987495ca4df56670804e188_169)] [added: [90](#i46e7271145864c2cb95e48184e3503d7_172)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [93](#iae281927a987495ca4df56670804e188_175)] [added: [91](#i46e7271145864c2cb95e48184e3503d7_178)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [93](#iae281927a987495ca4df56670804e188_178)] [added: [91](#i46e7271145864c2cb95e48184e3503d7_181)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [93](#iae281927a987495ca4df56670804e188_181)] [added: [91](#i46e7271145864c2cb95e48184e3503d7_184)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [93](#iae281927a987495ca4df56670804e188_184)] [added: [91](#i46e7271145864c2cb95e48184e3503d7_187)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [93](#iae281927a987495ca4df56670804e188_187)] [added: [91](#i46e7271145864c2cb95e48184e3503d7_190)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [94](#iae281927a987495ca4df56670804e188_193)] [added: [92](#i46e7271145864c2cb95e48184e3503d7_196)] | | |

| | | | Signatures | | | [95](#i46e7271145864c2cb95e48184e3503d7_202) | | |

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

While we face regular cybersecurity threats, including ransomware and data breaches, we have not encountered significant incidents during the year ended April 30, [removed: 2025.][added: 2026.]

Our executive officers and global workforce receive ongoing [removed: trainings] [added: training] in response to cyber threats and cybersecurity incidents.

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2025.][added: 2026.]

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

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

| Arkadelphia, Arkansas [added: (A)] | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

| Columbus, Georgia [added: (A)] | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

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

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

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

[removed: (A)On May 27, 2025,] [added: (B)During 2026,] we [removed: announced plans to close] [added: closed] our Indianapolis, Indiana manufacturing facility, which [removed: manufactures] [added: manufactured] *Hostess* branded products, and [removed: consolidate] [added: consolidated] operations into other existing facilities [removed: by early calendar year 2026] to further optimize operations [removed: for] [added: within] our Sweet Baked Snacks [added: reportable] segment.

(A)The Arkadelphia, Arkansas and Columbus, Georgia bakeries are subject to bond and lease agreements in which we have elected the right of offset, and therefore are treated as if the properties are owned.

Additionally, the facilities are available to purchase by the Company for a nominal amount.

We anticipate the sale of this manufacturing facility to be completed in 2027.

(D)Represents the International operating segment.

(B)Our new McCalla facility helps meet growing demand for *Uncrustables* sandwiches and complements our existing facilities in Longmont and Scottsville.

Production at the McCalla facility began in October 2024.

(D)Represents the combined International and Away From Home operating segments.

(E)Our Topeka facility produced dry dog food through the end of 2025 under a contract manufacturing agreement as part of the divestiture of certain pet food brands.

There were [removed: 531,057] [added: 332,277] shareholders of record as of June [removed: 11, 2025,] [added: 2, 2026,] of which [removed: 28,467] [added: 26,935] 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: 2025,] [added: 2026,] 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: 2025] [added: 2026] - February 28, [removed: 2025] [added: 2026] | | | | | | [removed: —] [added: 203] | | | | | | $ | [removed: —] [added: 109.35] | | | | | — | | | | | | 1,111,472 | | |

| Total | | | | | | [removed: 2,478] [added: 5,206] | | | | | | $ | [removed: 115.79] [added: 103.62] | | | | | — | | | | | | 1,111,472 | | |

(d) As of April 30, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] 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: 2020.][added: 2021.]

[removed: ][added: ]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | |

Copyright© [removed: 2025] [added: 2026] Standard & Poor’s, a division of S&P Global.

| March 1, 2026 - March 31, 2026 | | | | | | 4,970 | | | | | | 103.45 | | | | | | — | | | | | | 1,111,472 | | |

| April 1, 2026 - April 30, 2026 | | | | | | 33 | | | | | | 93.51 | | | | | | — | | | | | | 1,111,472 | | |

| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 107.64 | | | | | $ | 124.86 | | | | | $ | 95.89 | | | | | $ | 100.91 | | | | | $ | 88.48 | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 112.54 | | | | | | 125.37 | | | | | | 111.19 | | | | | | 104.31 | | | | | | 91.55 | | |

| S&P 500 | | | 100.00 | | | | | | 100.21 | | | | | | 102.88 | | | | | | 126.20 | | | | | | 141.46 | | | | | | 185.39 | | |

| March 1, 2025 - March 31, 2025 | | | | | | 1,040 | | | | | | 114.44 | | | | | | — | | | | | | 1,111,472 | | |

| 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 | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [46](#iae281927a987495ca4df56670804e188_79)] [added: [45](#i46e7271145864c2cb95e48184e3503d7_79)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [47](#iae281927a987495ca4df56670804e188_82)] [added: [46](#i46e7271145864c2cb95e48184e3503d7_82)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42) | | | [removed: [48](#iae281927a987495ca4df56670804e188_85)] [added: [47](#i46e7271145864c2cb95e48184e3503d7_85)] | | |

| Report of Management on Responsibility for Financial Reporting | | | [removed: [51](#iae281927a987495ca4df56670804e188_88)] [added: [50](#i46e7271145864c2cb95e48184e3503d7_88)] | | |

| Consolidated Balance Sheets at April 30, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] | | | [removed: [53](#iae281927a987495ca4df56670804e188_97)] [added: [52](#i46e7271145864c2cb95e48184e3503d7_97)] | | |

| For the years ended April 30, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023:] [added: 2024:] | | | | | |

| Statements of Consolidated Income (Loss) | | | [removed: [52](#iae281927a987495ca4df56670804e188_91)] [added: [51](#i46e7271145864c2cb95e48184e3503d7_91)] | | |

| Statements of Consolidated Comprehensive Income (Loss) | | | [removed: [52](#iae281927a987495ca4df56670804e188_94)] [added: [51](#i46e7271145864c2cb95e48184e3503d7_94)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [54](#iae281927a987495ca4df56670804e188_100)] [added: [53](#i46e7271145864c2cb95e48184e3503d7_100)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [55](#iae281927a987495ca4df56670804e188_103)] [added: [54](#i46e7271145864c2cb95e48184e3503d7_103)] | | |

| Notes to the Consolidated Financial Statements | | | [removed: [56](#iae281927a987495ca4df56670804e188_106)] [added: [55](#i46e7271145864c2cb95e48184e3503d7_106)] | | |

[removed: The] [added: To the Shareholders and the Board of Directors of The] J. M. Smucker [removed: Company][added: Company]

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: 2025.][added: 2026.]

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: 2025.][added: 2026.]

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, [removed: 2025,] [added: 2026,] and their report thereon is included on page [removed: 49] [added: 47] of this report.

| | | | Mark T. Smucker | | | | | | Tucker H. Marshall | | | | | | [added: |]

| | | | [removed: *Chair of Board* and] *Chief Executive [removed: Officer*] [added: Officer, President and Chair of the Board*] | | | | | | *Chief Financial [removed: Officer*] [added: Officer \| Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks*] | | | | | |

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Public Accounting Firm]

[removed: Board] [added: To the Shareholders and the Board] of Directors [removed: and Shareholders][added: of The J. M. Smucker Company]

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control – Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the [removed: “COSO criteria”).][added: COSO criteria).]

In our opinion, The J. M. Smucker Company (the [removed: “Company”)] [added: Company)] maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2025,] [added: 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”),] [added: (PCAOB),] the [removed: 2025] [added: 2026] consolidated financial statements of the Company and our report dated June [removed: 18, 2025] [added: 9, 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of The J. M. Smucker Company (the [removed: “Company”)] [added: Company)] as of April 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related [removed: consolidated] statements of [added: consolidated] income (loss), comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended April 30, [removed: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended April 30, [removed: 2025,] [added: 2026,] 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) [removed: (“PCAOB”),] [added: (PCAOB),] the Company’s internal control over financial reporting as of April 30, [removed: 2025,] [added: 2026,] 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 [removed: 18, 2025] [added: 9, 2026] expressed an unqualified opinion thereon.

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

The communication of [removed: the] critical audit 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 matters below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matters or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| [added: *How We Addressed the Matter in Our Audit*] | | | [added: We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the Company’s quantitative impairment test of the Sweet Baked Snacks reporting unit and the *Hostess* brand indefinite-lived trademark, including controls over the significant assumptions mentioned above.] To test the estimated fair value of the [added: Sweet Baked Snacks reporting unit and] *Hostess* brand indefinite-lived [removed: intangible] trademark, 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 [removed: analysis.] [added: quantitative tests.] As it pertains to revenue growth, we compared the significant assumptions used by management to current industry and economic [removed: trends,] [added: trends] and [removed: changes] to [removed: the Company’s business model, customer base or product mix, as applicable.] [added: historical results.] We assessed the historical accuracy of management’s [removed: estimates.] [added: estimates and performed sensitivity analyses.] In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions, including the [added: WACC,] required rate of return and royalty rate. [removed: As it pertains] [added: Specifically, we evaluated the inputs used] to [added: calculate] the [added: WACC and] required rate of return, [removed: we evaluated the components of the weighted average cost of capital assumption used by the Company by performing] [added: including] an independent corroborative [removed: calculation with the involvement of our valuation specialists. We also evaluated the premium applied to the weighted average cost of capital of the *Hostess* brand indefinite-lived intangible trademark based on the asset’s characteristics. As it pertains to the royalty rate used in the impairment analysis,] [added: calculation. Further,] we performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company. We also evaluated [removed: market] [added: the appropriateness of the] royalty [removed: rates cited] [added: rate used] by the Company [removed: as to their] [added: and its] relevance to the [removed: Company’s conclusions.] [added: market.] | | |

Our audit committee, comprised of [removed: three] [added: four] independent non-employee members of the Board of Directors, meets regularly with the independent registered public accounting firm and management to review the work of the internal audit staff and the work, audit scope, timing arrangements, and fees of the independent registered public accounting firm.

| | | | *Chief Executive [removed: Officer] [added: Officer, President] and Chair of the Board* | | | | | | *Chief Financial [removed: Officer*] [added: Officer \| Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks*] | | | | | |

| (Dollars in millions, except per share data) | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net sales | | | $ | [removed: 8,726.1] [added: 9,050.9] | | | | | $ | [removed: 8,178.7] [added: 8,726.1] | | | | | $ | [removed: 8,529.2] [added: 8,178.7] | |

| Cost of products sold (A) | | | [removed: 5,341.4] [added: 6,016.4] | | | | | | [removed: 5,063.3] [added: 5,341.4] | | | | | | [removed: 5,727.4] [added: 5,063.3] | | |

| Gross Profit | | | [removed: 3,384.7] [added: 3,034.5] | | | | | | [removed: 3,115.4] [added: 3,384.7] | | | | | | [removed: 2,801.8] [added: 3,115.4] | | |

| Selling, distribution, and administrative expenses | | | [removed: 1,529.0] [added: 1,496.6] | | | | | | [removed: 1,446.2] [added: 1,529.0] | | | | | | [removed: 1,455.0] [added: 1,446.2] | | |

| Amortization | | | [removed: 219.3] [added: 210.6] | | | | | | [removed: 191.1] [added: 219.3] | | | | | | [removed: 206.9] [added: 191.1] | | |

| Goodwill impairment charges | | | [removed: 1,661.6] [added: 507.5] | | | | | | [removed: —] [added: 1,661.6] | | | | | | — | | |

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

| Other special project costs (A) | | | [removed: 35.8] [added: 21.1] | | | | | | [removed: 130.2] [added: 35.8] | | | | | | [removed: 4.7] [added: 130.2] | | |

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

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

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

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

June 9, 2026

Report of Independent Registered Public Accounting Firm

Hostess brand trademark and Sweet Baked Snacks reporting unit interim impairment test

| *Description of the Matter* | | | As discussed in Note 1 and Note 7 of the consolidated financial statements, the Company’s goodwill and indefinite-lived trademarks 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 a reporting unit or indefinite-lived trademark below its carrying amount. If the fair value of a reporting unit (for goodwill) or indefinite-lived trademark is less than its respective carrying value, an impairment loss is recognized in an amount equal to the difference. During the third quarter of 2026, the Company identified an indicator of impairment of the Sweet Baked Snacks reporting unit and *Hostess* brand trademark in connection with the continued underperformance of the segment as compared to plan and the completion of the long-range planning process which resulted in a decrease in projected sales and segment profit for the Sweet Baked Snacks reporting unit. As a result, the Company performed an interim quantitative goodwill impairment test over the Sweet Baked Snacks reporting unit using an income and market approach and an indefinite-lived trademark impairment test over the *Hostess* brand using an income approach during the interim period ended January 31, 2026. Based on the results of the impairment tests, the Company recorded impairment charges for goodwill and indefinite-lived intangibles of $507.5 million and $454.2 million, respectively. Auditing the Company’s interim quantitative goodwill impairment test for 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 (WACC), discrete revenue growth and the long-term growth rate. Auditing the Company’s interim quantitative test of the *Hostess* brand indefinite-lived trademark was especially complex and judgmental due to the significant estimation required in determining the fair value of the indefinite-lived trademark. In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, discrete revenue growth, and royalty rate. Elements of these significant assumptions used in both assessments are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences. | | |

Quantitative impairment assessment of goodwill and indefinite-lived trademarks

| *Description of the Matter* | | | At April 30, 2026, the Company’s total goodwill and indefinite-lived trademarks were $5.2 billion and $2.6 billion, respectively. 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, the Company’s goodwill and indefinite-lived trademarks 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 a reporting unit or indefinite-lived trademark below its carrying amount. The Company uses a discounted cash flow valuation technique, a form of income approach, and market-based approach to estimate the fair value of its reporting units. The Company uses a discounted cash flow valuation technique to estimate the fair value of its indefinite-lived trademarks. Auditing the Company’s quantitative impairment test for certain of its reporting units and indefinite-lived trademarks was complex due to the use of a valuation methodology in the determination of the fair values. In particular, the fair value estimates are impacted by the WACC, which is a significant assumption used in the discounted cash flow valuation technique for goodwill and the required rate of return assumption used in the discounted cash flow valuation technique for indefinite-lived trademarks. Additionally, auditing the Company’s quantitative test of the *Pup-Peroni* brand indefinite-lived trademark was complex and judgmental due to the significant estimation required in determining the fair value. In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, revenue growth, and royalty 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 test of goodwill and indefinite-lived trademarks. This includes controls over management’s review of the methodology and model, including sensitivities performed on the related inputs, including the WACC and required rate of return, to understand their impact on the estimated fair values. This also includes controls over management’s review of the significant assumptions applicable to the *Pup-Peroni* brand indefinite-lived trademark mentioned above. To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the fair value methodologies and testing the completeness and accuracy of the underlying data used by the Company in its quantitative test. For example, we compared certain inputs used by management, including *Pup-Peroni* brand revenue growth, to current industry and economic trends and to historical results. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of certain assumptions used by management, such as inputs to the WACC and required rate of return to evaluate the changes in fair value of certain reporting units and trademarks that would result from changes in the assumptions. In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and the inputs used to calculate the WACC and required rate of return, including an independent corroborative calculation. We also performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company for the *Pup-Peroni* brand indefinite-lived trademark. We also evaluated the appropriateness of the royalty rate used by the Company and its relevance to the market. Further, we evaluated management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. | | |

June 9, 2026

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| | | | Mark T. Smucker | | | | | | Tucker H. Marshall | | | | | | |

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

| (Dollars in millions) | | | 2026 | | | | | | 2025 | | |

| Total Assets | | | $ | 16,219.4 | | | | | $ | 17,563.3 | |

| Amortization | | | 210.6 | | | | | | 219.3 | | | | | | 191.1 | | |

| Other intangible assets impairment charges | | | 454.2 | | | | | | 320.9 | | | | | | — | | |

| Proceeds from disposal of property, plant, and equipment | | | 13.1 | | | | | | 7.0 | | | | | | 0.4 | | |

| Collateral received (pledged) for derivative cash margin accounts | | | 44.9 | | | | | | (39.4) | | | | | | 18.9 | | |

| Other – net | | | (4.7) | | | | | | (10.2) | | | | | | (1.8) | | |

| Purchase of treasury shares | | | (57,768) | | | | | | — | | | | | | (7.1) | | | | | | 1.5 | | | | | | | | | | | | (5.6) | | |

| Stock plans | | | 294,545 | | | | | | 0.1 | | | | | | 20.9 | | | | | | 1.1 | | | | | | | | | | | | 22.1 | | |

| Balance at April 30, 2026 | | | 106,661,858 | | | | | | $ | 26.7 | | | | | $ | 5,752.5 | | | | | $ | (101.3) | | | | | $ | (134.1) | | | | | $ | 5,543.8 | |

During 2026, we adopted the annual disclosure requirements on a retrospective basis, which are presented in Note 14: Income Taxes.

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

Recently Issued Accounting Standards Not Yet Adopted: In September 2025, the FASB issued ASU 2025-06, *Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.* ASU 2025-06 will modernize the accounting guidance for the costs to develop software for internal use by removing all references to software development project stages so that the guidance is neutral to different software development methods.

The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and it is probable that the project will be completed and the software will be used for its intended purpose.

It will be effective for our annual and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective date on either a prospective or retrospective basis.

partially driven by the elevated commodity and supply chain costs we continued to experience in 2026.

The purchase price allocation included total intangible assets of $3,038.6.

These special project costs are reported

We do not anticipate any additional costs to be incurred related to these activities.

We do not anticipate any additional costs to be incurred related to these integration activities.

The obligation related to severance and retention bonuses was $0.4 and $6.2 at April 30, 2026 and 2025, respectively.

The following table summarizes our restructuring costs incurred related to the restructuring program.

| | | | 2026 | | | | | | | | |

| Employee-related costs | | | $ | 6.6 | | | | | | | |

| Other transition and termination costs | | | 76.9 | | | | | | | | |

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ON INTERNAL CONTROL OVER FINANCIAL REPORTING

June 18, 2025

ON THE CONSOLIDATED FINANCIAL STATEMENTS

*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. | | |

| | | | Auditing the Company’s quantitative tests of the *Hostess* brand indefinite-lived intangible trademark was especially complex and judgmental due to the significant estimation required in determining the fair value of the indefinite-lived intangible trademark. In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, discrete revenue growth, terminal period growth rate, and royalty 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 controls over the Company’s quantitative impairment tests of the *Hostess* brand indefinite-lived intangible trademark, including controls over the significant assumptions mentioned above. | | |

*Sweet Baked Snacks goodwill impairment evaluation*

| *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. | | |

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| Other – net | | | (32.5) | | | | | | 19.9 | | | | | | 47.3 | | |

| Proceeds from stock option exercises | | | 1.9 | | | | | | 3.2 | | | | | | 21.6 | | |

| Other – net | | | (12.1) | | | | | | (5.0) | | | | | | (2.6) | | |

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| Balance at May 1, 2022 | | | 106,458,317 | | | | | | $ | 26.6 | | | | | $ | 5,457.9 | | | | | $ | 2,893.0 | | | | | $ | (237.4) | | | | | $ | 8,140.1 | |

| Purchase of treasury shares | | | (2,423,196) | | | | | | (0.6) | | | | | | (132.2) | | | | | | (238.3) | | | | | | | | | | | | (371.1) | | |

| Stock plans | | | 363,497 | | | | | | 0.1 | | | | | | 46.1 | | | | | | (0.1) | | | | | | | | | | | | 46.1 | | |

Therefore, in 2025 and 2023, diluted earnings per share was computed under the two-class method.

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.

It will be effective for us on May 1, 2025, and can be adopted either on a prospective or retrospective basis.

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.

We have not historically encountered significant shortages of key raw materials.

The transaction was accounted for under the acquisition method of accounting, and accordingly, the results of Hostess Brands operations, including net sales and an operating loss of $1,178.8 and $2,162.3, respectively, are included within the Sweet Baked Snacks segment for 2025.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

| Assets acquired: | | | | | |

| Trade receivables – net | | | 181.1 | | |

| Inventories | | | 66.0 | | |

| Other current assets | | | 6.0 | | |

| Goodwill | | | 2,446.8 | | |

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: 2025] [added: 2026] (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: 2025,] [added: 2026,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial 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: 48] [added: 47] and [removed: 49] [added: 48] of this Annual Report on Form 10-K, respectively.

During [removed: 2024,] [added: 2026,] no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

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: 13, 2025.][added: 12, 2026.]

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: 13, 2025.][added: 12, 2026.]

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: 13, 2025.][added: 12, 2026.]

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: 13, 2025.][added: 12, 2026.]

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: 13, 2025.][added: 12, 2026.]

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: 13, 2025.][added: 12, 2026.]

| | | | | | | See the Index to Financial Statements on page [removed: 47] [added: 45] of this Annual Report on Form 10-K. | | |

| [2.1](https://www.sec.gov/Archives/edgar/data/91419/000119312523233050/d507779dex21.htm) | | | [Agreement and Plan of Merger by and among The [removed: J.M.] [added: J.](https://www.sec.gov/Archives/edgar/data/91419/000119312523233050/d507779dex21.htm) [](https://www.sec.gov/Archives/edgar/data/91419/000119312523233050/d507779dex21.htm)[M.] Smucker Company, Hostess Brands, Inc. and SSF Holdings, Inc. dated as of September 10, 2023](https://www.sec.gov/Archives/edgar/data/91419/000119312523233050/d507779dex21.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm) | | | [Amended Regulations of the J. M. Smucker Company (as [removed: 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)] [added: Amended April 30, 2025)](https://www.sec.gov/Archives/edgar/data/91419/000119312525105911/d27261dex31.htm)] | | |

| [removed: [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)] [added: [10.1](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.](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm)[2](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm)] [added: [10.2](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.](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)] [added: [10.3](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)[4](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] [added: [10.4](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)[5](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm)] [added: [10.5](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)[6](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] [added: [10.6](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)[7](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] [added: [10.7](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)[8](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] [added: [10.8](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: [10.1](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)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] | | | [Form of Restricted Stock Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm) | | |

| [removed: [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)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] | | | [Form of Deferred Stock Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm) | | |

| [removed: [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)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] | | | [Form of Performance Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm) | | |

| [removed: [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)] [added: [10.14](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.](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)] [added: [10.15](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.](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)] [added: [10.16](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.](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)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] | | | [Form of Special One-Time Grant of Restricted Stock 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/91419/000009141920000151/sjm20201031-10qex105.htm)[18](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] | | | [Form of Nonstatutory Stock Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm) | | |

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

| [removed: [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)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm)] | | | [Form of Restricted Stock Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm) | | |

| [removed: [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)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm) | | |

| [removed: [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)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm)] | | | [Form of Special One-Time Grant of Restricted Stock 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/91419/000009141925000056/sjm43025-10xkex1028.htm)[28](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1028.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1028.htm)] | | | [Form of Restricted Stock 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/91419/000009141925000056/sjm43025-10xkex1029.htm)[29](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1029.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1029.htm)] | | | [Form of Deferred Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1029.htm) | | |

| [removed: [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)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1030.htm)] | | | [Form of Restricted Stock 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/91419/000009141924000077/sjm20240731-10qex102.htm)[31](https://www.sec.gov/Archives/edgar/data/91419/000009141924000077/sjm20240731-10qex102.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/91419/000009141924000077/sjm20240731-10qex102.htm)] | | | [Form of Performance Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141924000077/sjm20240731-10qex102.htm) | | |

| [removed: [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)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1032.htm)] | | | [Form of Deferred Stock Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1032.htm) | | |

| [removed: [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)] [added: [10.33](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1033.htm)] | | | [Form of Performance Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1033.htm) | | |

| [removed: [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)] [added: [10.34](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1034.htm)] | | | [Form of Restricted Stock Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1034.htm) | | |

| [removed: [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)] [added: [10.35](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 Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141925000056/sjm43025-10xkex1035.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)36] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)37] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*](https://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)37] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)38] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*](https://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm)38] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm)39] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2021)*](https://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)[9](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)[40](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)] | | | [The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, Restated Effective May 1, 2015*](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)[40](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*](https://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)[41](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)2] | | | [Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)[42](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)3] | | | [Amendment No. 3 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of June 17, 2020*](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)[43](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)[4](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] | | | [The J. M. Smucker Company Restoration Plan, Amended and Restated Effective January 1, 2013*](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)[44](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)5] | | | [Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*](https://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm) | | |

| [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141926000016/sjm20260131-10qex101.htm)[36](https://www.sec.gov/Archives/edgar/data/91419/000009141926000016/sjm20260131-10qex101.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141926000016/sjm20260131-10qex101.htm) | | |

| [10.5](https://www.sec.gov/Archives/edgar/data/91419/000009141925000106/sjm20251031-10qex101.htm)[5](https://www.sec.gov/Archives/edgar/data/91419/000009141925000106/sjm20251031-10qex101.htm) | | | [Form of 2025 Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto](https://www.sec.gov/Archives/edgar/data/91419/000009141925000106/sjm20251031-10qex101.htm) | | |

| [10.58](https://www.sec.gov/Archives/edgar/data/91419/000009141926000050/sjm43026-10xkex1058.htm) | | | [Separation Agreement, effective as of February 9, 2026, between the Company and John Brase*](https://www.sec.gov/Archives/edgar/data/91419/000009141926000050/sjm43026-10xkex1058.htm) | | |

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

| | | | | | | | | | |

| | | | | | | Chief Financial Officer \| Executive Vice President, Frozen Handheld and Spreads and Sweet Baked Snacks | | |

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

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

| * | | | | | | | | | | | | | | | |

| /s/ Tucker H. Marshall | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| Woo-Sung Chung | | | | | | Director | | | | | | June 9, 2026 | | | |

| * | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| David V. Singer | | | | | | Director | | | | | | June 9, 2026 | | | |

| * | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | |

| | | | | | | | | |

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

| | | | | | | Chief Financial Officer | | |

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

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

| * | | | | | | | | | | | | | | |

| Alex Shumate | | | | | | Director | | | | | | June 18, 2025 | | |