J.M. Smucker 10-Q 2024-07-31

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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☒			QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: July 31, 2024

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-5111

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The J. M. Smucker Company

(Exact name of registrant as specified in its charter)

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Ohio									34-0538550
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
One Strawberry Lane
Orrville,			Ohio						44667-0280
(Address of principal executive offices)									(Zip code)
Registrant’s telephone number, including area code:									(330)			682-3000
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class						Trading symbol			Name of each exchange on which registered
Common shares, no par value						SJM			New York Stock Exchange

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

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

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

Large accelerated filer						ý			Accelerated filer						☐
Non-accelerated filer						☐			Smaller reporting company						☐
Emerging growth company						☐

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

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

The Company had 106,406,222 common shares outstanding on August 21, 2024.

TABLE OF CONTENTS

						Page No.
PART I. FINANCIAL INFORMATION
Item 1.			Financial Statements
			Condensed Statements of Consolidated Income			2
			Condensed Statements of Consolidated Comprehensive Income			2
			Condensed Consolidated Balance Sheets			3
			Condensed Statements of Consolidated Cash Flows			4
			Condensed Statements of Consolidated Shareholders’ Equity			5
			Notes to Unaudited Condensed Consolidated Financial Statements			6
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			32
Item 4.			Controls and Procedures			34
PART II. OTHER INFORMATION
Item 1.			Legal Proceedings			35
Item 1A.			Risk Factors			35
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 5.			Other Information			35
Item 6.			Exhibits			35
SIGNATURES						36
INDEX OF EXHIBITS						37

PART I. FINANCIAL INFORMATION

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)

									Three Months Ended July 31,
Dollars in millions, except per share data															2024						2023
Net sales															$	2,125.1					$	1,805.2
Cost of products sold (A)															1,327.9						1,150.4
Gross Profit															797.2						654.8
Selling, distribution, and administrative expenses															390.1						313.6
Amortization															56.0						39.8
Other special project costs (A)															7.1						—
Other operating expense (income) – net															(5.5)						(2.1)
Operating Income															349.5						303.5
Interest expense – net															(100.4)						(32.1)
Other income (expense) – net															(3.1)						(33.0)
Income Before Income Taxes															246.0						238.4
Income tax expense															61.0						54.8
Net Income															$	185.0					$	183.6
Earnings per common share:
Net Income															$	1.74					$	1.79
Net Income – Assuming Dilution															$	1.74					$	1.79

(A)Includes certain divestiture, acquisition, integration, and restructuring costs (“special project costs”). For more information, see Note 5: Special Project Costs and Note 6: Reportable Segments.

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)

									Three Months Ended July 31,
Dollars in millions															2024						2023
Net income															$	185.0					$	183.6
Other comprehensive income (loss):
Foreign currency translation adjustments															(0.6)						7.4
Cash flow hedging derivative activity, net of tax															2.6						2.6
Pension and other postretirement benefit plans activity, net of tax															0.4						0.4
Available-for-sale securities activity, net of tax															—						(0.2)
Total Other Comprehensive Income															2.4						10.2
Comprehensive Income															$	187.4					$	193.8

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

Dollars in millions			July 31, 2024						April 30, 2024
ASSETS
Current Assets
Cash and cash equivalents			$	39.5					$	62.0
Trade receivables – net			734.9						736.5
Inventories:
Finished products			666.1						639.4
Raw materials			471.7						399.5
Total Inventory			1,137.8						1,038.9
Other current assets			168.9						129.5
Total Current Assets			2,081.1						1,966.9
Property, Plant, and Equipment
Land and land improvements			152.4						152.4
Buildings and fixtures			1,299.1						1,174.9
Machinery and equipment			2,982.7						2,933.7
Construction in progress			833.9						911.7
Gross Property, Plant, and Equipment			5,268.1						5,172.7
Accumulated depreciation			(2,172.8)						(2,100.0)
Total Property, Plant, and Equipment			3,095.3						3,072.7
Other Noncurrent Assets
Operating lease right-of-use assets			164.5						174.6
Goodwill			7,649.5						7,649.9
Other intangible assets – net			7,199.6						7,255.4
Other noncurrent assets			158.2						154.2
Total Other Noncurrent Assets			15,171.8						15,234.1
Total Assets			$	20,348.2					$	20,273.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable			$	1,244.1					$	1,336.2
Accrued trade marketing and merchandising			202.0						214.3
Current portion of long-term debt			999.5						999.3
Short-term borrowings			697.0						591.0
Other current liabilities			621.4						620.3
Total Current Liabilities			3,764.0						3,761.1
Noncurrent Liabilities
Long-term debt, less current portion			6,775.3						6,773.7
Deferred income taxes			1,740.8						1,737.4
Noncurrent operating lease liabilities			133.8						143.5
Other noncurrent liabilities			164.8						164.1
Total Noncurrent Liabilities			8,814.7						8,818.7
Total Liabilities			12,578.7						12,579.8
Shareholders’ Equity
Common shares			26.6						26.5
Additional capital			5,715.2						5,713.9
Retained income			2,259.9						2,188.1
Accumulated other comprehensive income (loss)			(232.2)						(234.6)
**Total Shareh

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(Dollars and shares in millions, unless otherwise noted, except per share data)

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three months ended July 31, 2024 and 2023. All comparisons presented are to the corresponding period of the prior year, unless otherwise noted.

On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods. The transaction included Bick’s pickles, Habitant pickled beets, Woodman’s horseradish, and McLarens pickled onions brands, inclusive of certain trademarks. Under our ownership, these brands generated net sales of $43.8 in 2024, included in the International operating segment. Final net proceeds from the divestiture were $25.3, inclusive of a working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $5.7 during the third quarter of 2024.

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands. The total purchase consideration in connection with the acquisition was $5.4 billion, which reflects an exchange offer of all outstanding shares of Hostess Brands common stock at a price of $34.25 per share, consisting of $30.00 in cash and 0.03002 shares of our common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date. The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2. In addition, we paid $3.9 billion in cash, net of cash acquired, and assumed $991.0 of debt from Hostess Brands and $67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards. New debt of $5.0 billion was borrowed, consisting of $3.5 billion in Senior Notes, an $800.0 Term Loan, and $700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the acquisition. Hostess Brands is a manufacturer and marketer of sweet baked goods brands including Hostess Donettes, Twinkies, CupCakes, DingDongs, Zingers, CoffeeCakes, HoHos, Mini Muffins, and Fruit Pies, and the Voortman cookie brand. In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana; and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois. During the first quarter of 2025, the acquired business contributed net sales of $333.7. 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 $25.0, of which approximately $14.0 was achieved during the first quarter of 2025.

On November 1, 2023, we sold the Sahale Snacks business to Second Nature. The transaction included products sold under the Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand. Under our ownership, the Sahale Snacks brand generated net sales of $24.1 in 2024, primarily included in the U.S. Retail Frozen Handheld and Spreads segment. Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $6.7 during the third quarter of 2024.

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. 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 in 2023. During the first half of 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss. Furthermore, during the first quarter of 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 3: Acquisition and Note 4: Divestitures.

We are the owner of all trademarks referenced herein, except for the following, which are used under license: Dunkin’ is a trademark of DD IP Holder LLC used under three licenses (the “Dunkin’ Licenses”) for packaged coffee products, including K-Cup® pods, sold in retail channels, such as grocery stores, mass merchandisers, club stores, e-commerce, and drug stores, as well as in certain away from home channels. The Dunkin’ Licenses do not pertain to coffee or other products for sale in Dunkin’ restaurants. K-Cup® is a trademark of Keurig Green Mountain, Inc., used with permission.

Trends Affecting our Business

During the first quarter of 2025, we continued to experience input cost inflation and a dynamic macroeconomic environment, which we anticipate will persist through the remainder of 2025. Further, the higher costs may require price increases across our business, and we anticipate the price elasticity of demand will remain elevated during 2025 as consumers continue to experience broader inflationary pressures. 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.

In addition, it is possible significant disruptions in our supply chain could occur if certain geopolitical events continue to impact markets around the world, including the impact of potential shipping delays due to supply and demand imbalances, as well as labor shortages. We also continue to work closely with our customers and external business partners, taking additional actions to ensure safety, business continuity, and maximize product availability. We have maintained production at all our facilities and availability of appointments at distribution centers. 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, or Palestine, we continue to monitor the environment for any significant escalation or expansion of economic or supply chain disruptions, including broader inflationary costs, as well as regional or global economic recessions.

Overall, broad-based supply chain disruptions and the impact of inflation remain uncertain. We will continue to evaluate the nature and extent to which supply chain disruptions and inflation will impact our business, supply chain, including labor availability and attrition, results of operations, financial condition, and liquidity.

Results of Operations

									Three Months Ended July 31,
																					2024						2023						% Increase (Decrease)
Net sales																					$	2,125.1					$	1,805.2					18		%
Gross profit																					$	797.2					$	654.8					22
% of net sales																					37.5		%				36.3		%
Operating income																					$	349.5					$	303.5					15
% of net sales																					16.4		%				16.8		%
Net income:
Net income																					$	185.0					$	183.6					1
Net income per common share – assuming dilution																					$	1.74					$	1.79					(3)
Adjusted gross profit (A)																					$	832.5					$	644.4					29
% of net sales																					39.2		%				35.7		%
Adjusted operating income (A)																					$	447.9					$	331.7					35
% of net sales																					21.1		%				18.4		%
Adjusted income: (A)
Income																					$	259.5					$	227.0					14
Earnings per share – assuming dilution																					$	2.44					$	2.21					10

(A)We use non-GAAP financial measures to evaluate our performance. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for a reconciliation to the comparable GAAP financial measure.

Net Sales

									Three Months Ended July 31,
																											2024						2023						Increase (Decrease)						%
Net sales																											$	2,125.1					$	1,805.2					$	319.9					18		%
Hostess Brands acquisition																											(333.7)						—						(333.7)						(18)
Canada condiment divestiture																											—						(17.6)						17.6						1
Sahale Snacks divestiture																											—						(11.0)						11.0						1
Foreign currency exchange																											2.1						—						2.1						—
Net sales excluding acquisition, divestitures, and foreign currency exchange (A)																											$	1,793.5					$	1,776.6					$	16.9					1		%

Amounts may not add due to rounding.

(A) Net sales excluding acquisition, divestitures, and foreign currency exchange is a non-GAAP financial measure used to evaluate performance internally. This measure provides useful information to investors because it enables comparison of results on a year-over-year basis.

Net sales in the first quarter of 2025 increased $319.9, or 18 percent, which includes incremental net sales in the current year of $333.7 related to the Hostess Brands acquisition, partially offset by $28.6 of noncomparable net sales in the prior year related to divestitures. Net sales excluding acquisition, divestitures, and foreign currency exchange increased $16.9, or 1 percent. Favorable volume/mix contributed 1 percentage point to net sales, primarily driven by increases for the Uncrustables, Café Bustelo, and Meow Mix brands, partially offset by lower contract manufacturing sales related to the divested pet food brands and a decrease for the Dunkin’ brand. Net price realization was neutral to net sales, as higher net pricing for International and Away From Home and for our U.S. Retail Frozen Handheld and Spreads segment was offset by lower net pricing for the U.S. Retail Pet Foods and U.S. Retail Coffee segments.

Operating Income

The following table presents the components of operating income as a percentage of net sales.

									Three Months Ended July 31,
															2024						2023
Gross profit															37.5		%				36.3		%
Selling, distribution, and administrative expenses:
Marketing															5.1		%				4.9		%
Selling															3.6						3.6
Distribution															3.4						3.4
General and administrative															6.3						5.5
Total selling, distribution, and administrative expenses															18.4		%				17.4		%
Amortization															2.6						2.2
Other special project costs															0.3						—
Other operating expense (income) – net															(0.3)						(0.1)
Operating income															16.4		%				16.8		%

Amounts may not add due to rounding.

Gross profit increased $142.4, or 22 percent, in the first quarter of 2025, primarily reflecting the noncomparable benefit of Hostess Brands and favorable volume/mix, partially offset by the noncomparable impact of divestitures.

Operating income increased $46.0, or 15 percent, primarily driven by the increase in gross profit, partially offset by a $76.5 increase in selling, distribution, and administrative (“SD&A”) expenses and a $16.2 increase in amortization expense, mostly attributable to the addition of Hostess Brands. Operating income also reflects a $7.1 increase in special project costs primarily related to integration costs associated with the acquisition of Hostess Brands.

Our non-GAAP financial measures are adjusted to exclude amortization expense and impairment charges related to intangible assets, special project costs, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, and other infrequently occurring items that do not directly reflect ongoing operating results. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information. Gross profit excluding non-GAAP adjustments

(“adjusted gross profit”) increased $188.1, or 29 percent, as compared to the prior year, primarily reflecting a favorable impact of the exclusion of a $40.4 change in net cumulative unallocated derivative gains and losses, as compared to GAAP gross profit. Operating income excluding non-GAAP adjustments (“adjusted operating income”) increased $116.2, or 35 percent, as compared to the prior year, further reflecting the exclusion of other special project costs and amortization expense.

Interest Expense

Net interest expense increased $68.3 in the first quarter of 2025, primarily due to increased interest expense related to the new Senior Notes issued during 2024 to partially finance the acquisition of Hostess Brands and an increase in short-term borrowings under our commercial paper program. For additional information, refer to Note 8: Debt and Financing Arrangements.

Income Taxes

Income taxes increased $6.2, or 11 percent, in the first quarter of 2025, primarily due to the higher effective income tax rate of 24.8 percent, as compared to 23.0 percent for the first quarter of 2024, which was primarily due to the discrete unfavorable impact of share-based compensation, as compared to the prior year. During both the current and prior years, the effective income tax rates varied from the U.S. statutory income tax rate of 21.0 percent, primarily due to the impact of state income taxes. We anticipate a full-year effective income tax rate for 2025 of approximately 24.3 percent. For additional information, refer to Note 13: Income Taxes.

Special Project Costs

Divestiture Costs: Total divestiture costs related to the divested Sahale Snacks and Canada condiment businesses are anticipated to be approximately $6.0, consisting primarily of employee-related and lease termination costs, all of which are expected to be cash charges. The majority of these costs were recognized in 2024, and the remainder are expected to be recognized during the first half of 2025. We have recognized total cumulative divestiture costs of $5.8, of which $0.3 were recognized during the first quarter of 2025.

Furthermore, we identified opportunities to address certain distribution inefficiencies, as a result of the divestiture of certain pet food brands. 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, with approximately half of the costs expected to be recognized in 2025. We have recognized total cumulative costs of $0.1 related to these efforts, all of which has been recognized during the first quarter of 2025.

Integration Costs: Total integration costs related to the acquisition of Hostess Brands are anticipated to be approximately $210.0 and include transaction costs, employee-related costs, and other transition and termination charges, with the majority expected to be cash charges. 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 have recognized total cumulative integration costs of $159.4, of which $12.0 were recognized during the first quarter of 2025.

For further information on these costs, refer to Note 5: Special Project Costs.

Segment Results

We have four reportable segments: U.S. Retail Coffee, U.S. Retail Frozen Handheld and Spreads, U.S. Retail Pet Foods, and Sweet Baked Snacks. The presentation of International and Away From Home represents a combination of all other operating segments that are not individually reportable.

The U.S. Retail Coffee segment primarily includes the domestic sales of Folgers, Dunkin’, and Café Bustelo branded coffee; the U.S. Retail Frozen Handheld and Spreads segment primarily includes the domestic sales of Uncrustables, Smucker’s, and Jif branded products; the U.S. Retail Pet Foods segment primarily includes the domestic sales of Meow Mix, Milk-Bone, Pup-Peroni, and Canine Carry Outs branded products; and the Sweet Baked Snacks segment primarily includes all domestic and foreign sales of Hostess and Voortman branded products in all channels. With the exception of Sweet Baked Snacks products, International and Away From Home includes the sale of all products that are distributed in foreign countries through retail channels, as well as domestically and in foreign countries through foodservice distributors and operators (e.g., healthcare operators, restaurants, educational institutions, offices, lodging and gaming establishments, and convenience stores).

									Three Months Ended July 31,
																					2024						2023						% Increase (Decrease)
Net sales:
U.S. Retail Coffee																					$	623.4					$	625.1					—		%
U.S. Retail Frozen Handheld and Spreads																					496.8						464.0						7
U.S. Retail Pet Foods																					399.7						441.0						(9)
Sweet Baked Snacks																					333.7						—						n/a
International and Away From Home																					271.5						275.1						(1)
Segment profit:
U.S. Retail Coffee																					$	172.6					$	170.1					1		%
U.S. Retail Frozen Handheld and Spreads																					119.0						105.7						13
U.S. Retail Pet Foods																					115.3						81.3						42
Sweet Baked Snacks																					74.4						—						n/a
International and Away From Home																					48.6						36.4						34
Segment profit margin:
U.S. Retail Coffee																					27.7		%				27.2		%
U.S. Retail Frozen Handheld and Spreads																					24.0						22.8
U.S. Retail Pet Foods																					28.8						18.4
Sweet Baked Snacks																					22.3						n/a
International and Away From Home																					17.9						13.2

U.S. Retail Coffee

The U.S. Retail Coffee segment net sales decreased $1.7 in the first quarter of 2025. Net price realization decreased net sales by 1 percentage point, primarily driven by a net price decline for the Dunkin’ brand, partially offset by higher net pricing for the Folgers brand. The decrease in net price realization was mostly offset by favorable volume/mix, reflecting an increase for the Café Bustelo brand, partially offset by a decrease for the Dunkin’ brand. Segment profit increased $2.5, primarily reflecting lower marketing spend and selling expense, partially offset by lower net price realization and higher commodity costs.

U.S. Retail Frozen Handheld and Spreads

The U.S. Retail Frozen Handheld and Spreads segment net sales increased $32.8 in the first quarter of 2025, inclusive of the impact of $6.9 of noncomparable net sales in the prior year related to the divested Sahale Snacks business. Excluding the noncomparable impact of the divestiture, net sales increased $39.7, or 9 percent. Volume/mix contributed 7 percentage points to net sales, primarily reflecting an increase for Uncrustables sandwiches. Higher net price realization contributed 1 percentage point to net sales, primarily reflecting a list price increase for peanut butter implemented in the prior year. Segment profit increased $13.3, primarily reflecting lower costs, favorable volume/mix, and higher net price realization, partially offset by higher marketing spend and pre-production expenses related to the new Uncrustables sandwiches manufacturing facility.

U.S. Retail Pet Foods

The U.S. Retail Pet Foods segment net sales decreased $41.3 in the first quarter of 2025. Volume/mix decreased net sales by 6 percentage points, primarily reflecting decreased contract manufacturing sales related to the divested pet food brands, partially offset by increases for cat food and dog snacks. Net price realization decreased net sales by 4 percentage points, primarily reflecting higher trade spend for the Jerky Treats*®* and Meow Mix brands. Segment profit increased $34.0, reflecting lower costs, favorable volume/mix, and lower distribution costs, partially offset by lower net price realization and higher marketing spend.

Sweet Baked Snacks

We acquired Hostess Brands on November 7, 2023, as discussed in Note 3: Acquisition. During the first quarter of 2025, the Sweet Baked Snacks segment contributed net sales of $333.7 and segment profit of $74.4. Prior year net sales and segment profit are not provided due to differences in reporting periods and certain financial measures under previous ownership.

International and Away From Home

International and Away From Home net sales decreased $3.6 in the first quarter of 2025, including the noncomparable impact of $21.7 of net sales in the prior year related to the divestitures and $2.1 of unfavorable foreign currency exchange. Excluding the noncomparable impact of the divested businesses and foreign currency exchange, net sales increased $20.2, or 8 percent. Net price realization contributed 5 percentage points to net sales, primarily driven by list price increases across the majority of the portfolio. Volume/mix contributed 3 percentage points to net sales, primarily reflecting increases for Uncrustables sandwiches, coffee, and portion control products, partially offset by a decrease for dog snacks. Segment profit increased $12.2, primarily driven by higher net price realization, favorable volume/mix, lower costs, and decreased marketing spend, partially offset by the impact of noncomparable segment profit in the prior year related to the divested businesses and higher pre-production expenses related to the new Uncrustables sandwiches manufacturing facility.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our principal source of funds is cash generated from operations, supplemented by borrowings against our commercial paper program and revolving credit facility. Total cash and cash equivalents decreased to $39.5 at July 31, 2024, compared to $62.0 at April 30, 2024.

The following table presents selected cash flow information.

			Three Months Ended July 31,
			2024						2023
Net cash provided by (used for) operating activities			$	172.9					$	217.9
Net cash provided by (used for) investing activities			(172.4)						(151.9)
Net cash provided by (used for) financing activities			(23.0)						(481.3)
Net cash provided by (used for) operating activities			$	172.9					$	217.9
Additions to property, plant, and equipment			(123.7)						(150.3)
Free cash flow (A)			$	49.2					$	67.6

(A)Free cash flow is a non-GAAP financial measure used by management to evaluate the amount of cash available for debt repayment, dividend distribution, acquisition opportunities, share repurchases, and other corporate purposes.

The $45.0 decrease in cash provided by operating activities in the first three months of 2025 was primarily driven by higher working capital requirements in 2025, partially offset by higher net income adjusted for noncash items in the current year. The cash required to fund working capital increased compared to the prior year primarily driven by an increase in cash used for accrued liabilities reflecting timing of interest payments, a decrease in accounts payable due to timing of spend and payments, and higher inventory levels in the current year.

Cash used for investing activities in the first three months of 2025 consisted primarily of $123.7 in capital expenditures, reflecting our investments in the new Uncrustables sandwiches manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities. The use of cash for 2025 also included an increase of $48.6 in our derivative cash margin account balances. Cash used for investing activities in the first three months of 2024 consisted primarily of $150.3 in capital expenditures related to the new manufacturing and distribution facilities in McCalla, Alabama and plant maintenance across our facilities.

Cash used for financing activities in the first three months of 2025 consisted primarily of dividend payments of $112.1, partially offset by a net increase in short-term borrowings of $96.2. Cash used for financing activities in the first three months of 2024 consisted primarily of the purchase of treasury shares of $372.0 and dividend payments of $105.2.

Supplier Financing Program

As part of ongoing efforts to maximize working capital, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. Payment terms with our suppliers, which we deem to be commercially reasonable, range from 0 to 180 days. We have an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution. Participating suppliers can sell one or more of our payment obligations at their sole discretion, and our rights and obligations to our suppliers are not impacted.

We have no economic interest in a supplier’s decision to enter into these agreements. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements. As of July 31, 2024, and April 30, 2024, $366.8 and $384.9 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers. During the first three months of 2025 and 2024, we paid $422.6 and $441.7, respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

Contingencies

We, like other food manufacturers, are from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. We are currently a defendant in a variety of such legal proceedings, and while we cannot predict with certainty the ultimate results of these proceedings or potential settlements associated with these or other matters, we have accrued losses for certain contingent liabilities that we have determined are probable and reasonably estimable at July 31, 2024. Based on the information known to date, with the exception of the matters discussed below, we do not believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.

Class Action Lawsuits: We are defendants in a series of putative class action lawsuits that were transferred to the U.S. District Court for the Western District of Missouri for coordinated pre-trial proceedings. The plaintiffs assert claims arising under various state laws for false advertising, consumer protection, deceptive and unfair trade practices, and similar statutes. Their claims are premised on allegations that we have misrepresented the number of servings that can be made from various canisters of Folgers coffee on the packaging for those products. The outcome and the financial impact of these cases, if any, cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of July 31, 2024, and the likelihood of loss is not considered probable or reasonably estimable. However, if we are required to pay significant damages, our business and financial results could be adversely impacted, and sales of those products could suffer not only in these locations but elsewhere.

Product Recall: We are defendants in ongoing consumer litigation associated with the 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 July 31, 2024, and the likelihood of loss is not considered probable or reasonably estimable.

Voortman Contingency: In December 2020, Hostess Brands asserted claims for indemnification against the Sellers under the terms of the Purchase Agreement pursuant to which Hostess Brands acquired Voortman. The claims were for damages arising out of alleged breaches by the Sellers of certain representations, warranties, and covenants contained in the Purchase Agreement relating to periods prior to the closing of the acquisition. Hostess Brands also submitted claims relating to these alleged breaches under RWI that was purchased in connection with the acquisition. In the third quarter of calendar 2022, the RWI insurers paid Hostess Brands the Proceeds related to these breaches. Per agreement with the RWI insurers, we will not be required to return the Proceeds under any circumstances.

On November 3, 2022, pursuant to the agreement with the RWI insurers, Voortman brought the Claim related to the breaches against certain of the Sellers. The Claim alleges the seller defendants made certain non-disclosures and misrepresentations to induce Hostess Brands to overpay for Voortman. We are seeking damages of $109.0 CAD representing the amount of the aggregate liability of the Sellers for indemnification under the Purchase Agreement, $5.0 CAD in punitive or aggravated damages, interest, proceedings fees, and any other relief the presiding court deems appropriate. A portion of any recovery will be shared with the RWI insurers. Although we believe that the Claim is meritorious, no assurance can be given as to whether we will recover all, or any part, of the amounts being pursued.

Capital Resources

The following table presents our capital structure.

			July 31, 2024						April 30, 2024
Current portion of long-term debt			$	999.5					$	999.3
Short-term borrowings			697.0						591.0
Long-term debt, less current portion			6,775.3						6,773.7
Total debt			$	8,471.8					$	8,364.0
Shareholders’ equity			7,769.5						7,693.9
Total capital			$	16,241.3					$	16,057.9

In October 2023, we completed an offering of $3.5 billion in Senior Notes due November 15, 2028, November 15, 2033, November 15, 2043, and November 15, 2053. The net proceeds from the offering were used to partially finance the acquisition of Hostess Brands and pay off the debt assumed as part of the acquisition.

We have available a $2.0 billion unsecured revolving credit facility with a group of 11 banks that matures in August 2026. Additionally, we participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $2.0 billion at any time. The commercial paper program is backed by our revolving credit facility and reduces what we can borrow under the revolving credit facility by the amount of commercial paper outstanding. Commercial paper is used as a continuing source of short-term financing for general corporate purposes. As of July 31, 2024, we had $697.0 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 5.48 percent.

We are in compliance with all our debt covenants as of July 31, 2024, and expect to be for the next 12 months. For additional information on our long-term debt, sources of liquidity, and debt covenants, see Note 8: Debt and Financing Arrangements.

Dividend payments were $112.1 and $105.2 in the first three months of 2025 and 2024, respectively, and quarterly dividends declared per share were $1.08 and $1.06 in the first three months of 2025 and 2024, respectively. The declaration of dividends is subject to the discretion of our Board and depends on various factors, such as our net income, financial condition, cash requirements, future events, and other factors deemed relevant by the Board.

During the three months ended July 31, 2024, we did not repurchase any common shares under a repurchase plan authorized by the Board. As of July 31, 2024, approximately 1.1 million common shares remain available for repurchase pursuant to the Board’s authorizations. There is no guarantee as to the exact number of shares that may be repurchased or when such purchases may occur.

On March 2, 2023, we entered into the 10b5-1 Plan established in accordance with Rule 10b5-1 of the Exchange Act in connection with the remaining common shares authorized for repurchase by the Board, which was approximately 3.5 million common shares as of April 30, 2023. In accordance with the 10b5-1 Plan, our designated broker had the authority to repurchase approximately 2.4 million common shares, which commenced upon the sale of certain pet food brands on April 28, 2023, and expired 45 calendar days after the closure of the transaction. During the three months ended July 31, 2023, we repurchased approximately 2.4 million common shares for $362.8 under the 10b5-1 Plan. In accordance with the Inflation Reduction Act, a one percent excise tax was applied to share repurchases after December 31, 2022. As a result, an excise tax of $3.6 was accrued on the repurchased shares during the first quarter of 2024 and included within additional capital in our Condensed Consolidated Balance Sheet.

All other share repurchases during the three months ended July 31, 2024 and 2023, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

On November 7, 2023, we acquired Hostess Brands, and as a result, we issued approximately 4.0 million common shares valued at $450.2 in exchange for the outstanding shares of Hostess Brands common stock to partially fund the acquisition. The shares issued were based on each outstanding share of Hostess Brands common stock receiving $30.00 per share in cash and 0.03002 shares of our common shares, which represents a value of $4.25 based on the closing stock price of our common shares on September 8, 2023, the last trading day preceding September 11, 2023, the date on which the execution of the Hostess Brands merger agreement was publicly announced. For additional information on the acquisition of Hostess Brands, see Note 3: Acquisition.

In November 2021, we announced plans to invest $1.1 billion to build a new manufacturing facility and distribution center in McCalla, Alabama dedicated to the production of Uncrustables sandwiches. Construction of this facility began in 2022, with production expected to begin during the second quarter of 2025. The project demonstrates our commitment to meet increasing demand for this highly successful product and deliver on our strategy to focus on brands with the most significant growth opportunities. Construction of the facility and production will occur in three phases over multiple years, with financial investments and job creation aligning across each of the three phases.

Absent any material acquisitions, apart from the recent acquisition of Hostess Brands, or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under our revolving credit facility and commercial paper program, and access to capital markets, will be sufficient to meet our cash requirements for the next 12 months, including the payment of quarterly dividends, principal and interest payments on debt outstanding, and capital expenditures. We intend to use a combination of the aforementioned sources of liquidity to fund our obligations with respect to the Senior Notes due March 15, 2025. However, as a result of the current macroeconomic environment and the recent

acquisition, we may experience an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future. We continue to evaluate these risks, which could affect our financial condition or our ability to fund operations or future investment opportunities.

As of July 31, 2024, total cash and cash equivalents of $16.5 was held by our foreign subsidiaries, primarily in Canada. We have not repatriated foreign cash to the U.S. during the first three months of 2025.

Material Cash Requirements

We do not have material off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as variable interest entities. Transactions with related parties are in the ordinary course of business and are not material to our results of operations, financial condition, or cash flows.

As of July 31, 2024, there were no other material changes to our material cash requirements as previously reported in our Annual Report on Form 10-K for the year ended April 30, 2024.

NON-GAAP FINANCIAL MEASURES

We use non-GAAP financial measures including: net sales excluding acquisition, divestitures, and foreign currency exchange, adjusted gross profit, adjusted operating income, adjusted income, adjusted earnings per share, and free cash flow, as key measures for purposes of evaluating performance internally. We believe that investors’ understanding of our performance is enhanced by disclosing these performance measures. Furthermore, these non-GAAP financial measures are used by management in preparation of the annual budget and for the monthly analyses of our operating results. The Board also utilizes certain non-GAAP financial measures as components for measuring performance for incentive compensation purposes.

Non-GAAP financial measures exclude certain items affecting comparability that can significantly affect the year-over-year assessment of operating results, which include amortization expense and impairment charges related to intangible assets, special project costs, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, and other infrequently occurring items that do not directly reflect ongoing operating results. Income taxes, as adjusted is calculated using an adjusted effective income tax rate that is applied to adjusted income before income taxes and reflects the exclusion of the previously discussed items, as well as any adjustments for one-time tax related activities, when they occur. While this adjusted effective income tax rate does not generally differ materially from our GAAP effective income tax rate, certain exclusions from non-GAAP results can significantly impact our adjusted effective income tax rate.

These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with U.S. GAAP. Rather, the presentation of these non-GAAP financial measures supplements other metrics we use to internally evaluate our business and facilitate the comparison of past and present operations and liquidity. These non-GAAP financial measures may not be comparable to similar measures used by other companies and may exclude certain nondiscretionary expenses and cash payments.

The following table reconciles certain non-GAAP measures to the comparable GAAP financial measure. See page 24 for a reconciliation of net sales adjusted for certain noncomparable items to the comparable GAAP financial measure.

												Three Months Ended July 31,
																		2024						2023
Gross profit reconciliation:
Gross profit																		$	797.2					$	654.8
Change in net cumulative unallocated derivative gains and losses																		30.0						(10.4)
Cost of products sold – special project costs (A)																		5.3						—
Adjusted gross profit																		$	832.5					$	644.4
Operating income reconciliation:
Operating income																		$	349.5					$	303.5
Amortization																		56.0						39.8
Loss (gain) on divestitures – net																		—						(1.2)
Change in net cumulative unallocated derivative gains and losses																		30.0						(10.4)
Cost of products sold – special project costs (A)																		5.3						—
Other special project costs (A)																		7.1						—
Adjusted operating income																		$	447.9					$	331.7
Net income reconciliation:
Net income																		$	185.0					$	183.6
Income tax expense																		61.0						54.8
Amortization																		56.0						39.8
Loss (gain) on divestitures – net																		—						(1.2)
Change in net cumulative unallocated derivative gains and losses																		30.0						(10.4)
Cost of products sold – special project costs (A)																		5.3						—
Other special project costs (A)																		7.1						—
Other infrequently occurring items:
Unrealized loss on investment in equity securities – net (B)																		—						27.4
Pension plan termination settlement charge (C)																		—						3.2
Adjusted income before income taxes																		$	344.4					$	297.2
Income taxes, as adjusted																		84.9						70.2
Adjusted income																		$	259.5					$	227.0
Weighted-average shares – assuming dilution																		106.5						102.8
Adjusted earnings per share – assuming dilution																		$	2.44					$	2.21

(A)Includes certain divestiture, acquisition, integration, and restructuring costs. For more information, see Note 5: Special Project Costs and Note 6: Reportable Segments.

(B)Unrealized loss on investment in equity securities – net includes gains and losses resulting from the change in fair value on our investment in Post common stock and the related equity forward contract, which was settled on November 15, 2023. For more information, see Note 4: Divestitures and Note 10: Derivative Financial Instruments.

(C)Represents the nonrecurring pre-tax settlement charge recognized during the first quarter of 2024 related to the acceleration of prior service cost for the portion of the plan surplus to be allocated to plan members within our Canadian defined benefit plans, which is subject to regulatory approval before a payout can be made. For additional information, see Note 9: Pensions and Other Postretirement Benefits.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

A discussion of our critical accounting estimates and policies can be found in the “Management’s Discussion and Analysis” section of our Annual Report on Form 10-K for the year ended April 30, 2024. There were no material changes to the information previously disclosed.

(Dollars in millions, unless otherwise noted)

The following discussions about our market risk disclosures involve forward-looking statements. Actual results could differ from those projected in the forward-looking statements. We are exposed to market risk related to changes in interest rates, commodity prices, and foreign currency exchange rates.

Interest Rate Risk: The fair value of our cash and cash equivalents at July 31, 2024, approximates carrying value. We are exposed to interest rate risk with regard to existing debt consisting of fixed- and variable-rate maturities. Our interest rate exposure primarily includes U.S. Treasury rates, SOFR, and commercial paper rates in the U.S.

From time to time, we utilize derivative instruments to manage interest rate risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt. At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss) and generally reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the contract is recognized at fair value on the balance sheet and changes in the fair value are recognized in interest expense. Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.

In 2020, we terminated all outstanding interest rate contracts concurrent with the pricing of the Senior Notes due March 15, 2030 and March 15, 2050. The contracts were designated as cash flow hedges and were used to manage our exposure to interest rate volatility associated with the anticipated debt financing. The termination resulted in a pre-tax loss of $239.8, which was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as interest expense over the life of the debt.

In measuring interest rate risk by the amount of net change in the fair value of our financial liabilities, a hypothetical 100 basis-point decrease in interest rates at July 31, 2024, would increase the fair value of our long-term debt by $634.4.

Commodity Price Risk: We use certain raw materials and other commodities that are subject to price volatility caused by supply and demand conditions, political and economic variables, weather, investor speculation, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, we use derivatives with maturities of generally less than one year. We do not qualify commodity derivatives for hedge accounting treatment. As a result, the gains and losses on all commodity derivatives are immediately recognized in cost of products sold.

The following sensitivity analysis presents our potential loss (gain) of fair value resulting from a hypothetical 10 percent change in market prices related to commodities.

			July 31, 2024						April 30, 2024
High			$	35.6					$	26.0
Low			(3.5)						(4.0)
Average			16.0						12.8

The estimated fair value was determined using quoted market prices and was based on our net derivative position by commodity for the previous four quarters. The calculations are not intended to represent actual gains or losses in fair value that we expect to incur. In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate. The commodities hedged have a high inverse correlation to price changes of the derivative instrument. Thus, we would expect that over time any gain or loss in the estimated fair value of its derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.

Foreign Currency Exchange Risk: We have operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency. Because we have foreign currency denominated assets and liabilities, financial exposure may result, primarily from the timing of transactions and the movement of exchange rates. The foreign currency balance sheet exposures as of July 31, 2024, are not expected to result in a significant impact on future earnings or cash flows.

We utilize foreign currency derivatives to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials and finished goods. The contracts generally have maturities of less than

one year. We do not qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment. Therefore, the change in value of these instruments is immediately recognized in cost of products sold. Based on our hedged foreign currency positions as of July 31, 2024, 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 net sales during the three months ended July 31, 2024. Thus, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations, and these fluctuations may have an impact on operating results.

Certain Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expect,” “anticipate,” “believe,” “intend,” “will,” “plan,” and similar phrases.

Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. We are providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements, as such statements are by nature subject to risks, uncertainties, and other factors, many of which are outside of our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, the following:

• our ability to successfully integrate Hostess Brands’ operations and employees and to implement plans and achieve financial forecasts with respect to the Hostess Brands’ business;

• our ability to realize the anticipated benefits, including synergies and cost savings, related to the Hostess Brands acquisition, including the possibility that the expected benefits will not be realized or will not be realized within the expected time period;

• disruption from the acquisition of Hostess Brands by diverting the attention of our management and making it more difficult to maintain business and operational relationships;

• the negative effects of the acquisition of Hostess Brands on the market price of our common shares;

• the amount of the costs, fees, expenses, and charges and the risk of litigation related to the acquisition of Hostess Brands;

• the effect of the acquisition of Hostess Brands on our business relationships, operating results, ability to hire and retain key talent, and business generally;

• disruptions or inefficiencies in our operations or supply chain, including any impact caused by product recalls, political instability, terrorism, geopolitical conflicts (including the ongoing conflicts between Russia and Ukraine and Israel and Hamas), extreme weather conditions, natural disasters, pandemics, work stoppages or labor shortages, or other calamities;

• risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging, and transportation;

• the impact of food security concerns involving either our products or our competitors’ products, including changes in consumer preference, consumer litigation, actions by the U.S. Food and Drug Administration or other agencies, and product recalls;

• risks associated with derivative and purchasing strategies we employ to manage commodity pricing and interest rate risks;

• the availability of reliable transportation on acceptable terms;

• our ability to achieve cost savings related to our restructuring and cost management programs in the amounts and within the time frames currently anticipated;

• our ability to generate sufficient cash flow to continue operating under our capital deployment model, including capital expenditures, debt repayment to meet our deleveraging objectives, dividend payments, and share repurchases;

• a change in outlook or downgrade in our public credit ratings by a rating agency below investment grade;

• our ability to implement and realize the full benefit of price changes, and the impact of the timing of the price changes to profits and cash flow in a particular period;

• the success and cost of marketing and sales programs and strategies intended to promote growth in our business, including product innovation;

• general competitive activity in the market, including competitors’ pricing practices and promotional spending levels;

• our ability to attract and retain key talent;

• the concentration of certain of our businesses with key customers and suppliers, including primary or single-source suppliers of certain key raw materials and finished goods, and our ability to manage and maintain key relationships;

• impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in the useful lives of other intangible assets or other long-lived assets;

• the impact of new or changes to existing governmental laws and regulations and their application;

• the outcome of tax examinations, changes in tax laws, and other tax matters;

• a disruption, failure, or security breach of our or our suppliers’ information technology systems, including, but not limited to, ransomware attacks;

• foreign currency exchange rate and interest rate fluctuations; and

• risks related to other factors described under “Risk Factors” in other reports and statements we have filed with the SEC.

Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Quarterly Report on Form 10-Q. We do not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances subsequent to the filing of this Quarterly Report on Form 10-Q.

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 July 31, 2024 (the “Evaluation Date”). Based on that evaluation, the principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls: There have been no changes in our internal control over financial reporting during the three months ended July 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Information required for Part II, Item 1 is incorporated by reference to the discussion in Note 15: Contingencies in Part I, Item 1 in this Quarterly Report on Form 10-Q.

Our business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2024, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition, and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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 first quarter of 2025, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the maximum number of shares that may yet be purchased under the plans or programs:

Period						(a)						(b)						(c)						(d)
						Total Number of Shares Purchased						Average Price Paid Per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
May 1, 2024 - May 31, 2024						23						$	115.21					—						1,111,472
June 1, 2024 - June 30, 2024						22,343						112.17						—						1,111,472
July 1, 2024 - July 31, 2024						382						112.50						—						1,111,472
Total						22,748						$	112.18					—						1,111,472

(a)Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.

(d) As of July 31, 2024, there were approximately 1.1 million common shares remaining available for repurchase pursuant to the Board’s authorizations.

(c) Trading Plans

During the first three months of 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

See the Index of Exhibits that appears on Page No. 37 of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 28, 2024			THE J. M. SMUCKER COMPANY
			/s/ Mark T. Smucker
			By: MARK T. SMUCKER
			Chair of the Board, President and Chief Executive Officer
			/s/ Tucker H. Marshall
			By: TUCKER H. MARSHALL
			Chief Financial Officer

INDEX OF EXHIBITS

The following exhibits are either attached or incorporated herein by reference to another filing with the SEC.

Exhibit Number			Exhibit Description
10.1			Amendment No. 2 to the Revolving Credit Agreement, dated as of July 1, 2024
10.2			Form of Performance Units Agreement*
31.1			Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2			Certifications of Tucker H. Marshall pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
101.INS			XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			XBRL Taxonomy Extension Schema Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB			XBRL Taxonomy Extension Label Linkbase Document
104			The cover page of this Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, formatted in Inline XBRL

• Identifies exhibits that consist of a management contract or compensatory plan or arrangement.