Item 1A. Risk Factors.

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, as revised below, 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.

The risk factor described below updates the risk factors disclosed in “Part 1, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2024, to include information on an interim impairment analysis, which was performed during the third quarter of 2025.

A material impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.

A significant portion of our assets is composed of goodwill and other intangible assets, the majority of which are not amortized but are reviewed for impairment at least annually on February 1, and more often if indicators of impairment exist. At January 31, 2025, the carrying value of goodwill and other intangible assets totaled $13.1 billion, compared to total assets of $18.4 billion and total shareholders’ equity of $6.9 billion. If the carrying value of these assets exceeds the current estimated fair value, the asset would be considered impaired, and this would result in a noncash charge to earnings, which could be material. Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, declining financial performance in comparison to projected results, increased input costs beyond projections, or divestitures of significant brands.

As of January 31, 2025, goodwill and indefinite-lived intangible assets totaled $6.6 billion and $6.5 billion, respectively. The carrying values of the goodwill and indefinite-lived intangible assets were $1.4 billion and $1.3 billion, respectively, within the Sweet Baked Snacks segment, $2.1 billion and $1.2 billion, respectively, within the U.S. Retail Coffee segment, and $1.6 billion and $1.1 billion, respectively, within the U.S. Retail Pet Foods segment, which represent approximately 70 percent of the total goodwill and indefinite-lived intangible assets as of January 31, 2025.

During the second quarter of 2025, the disposal group for the Voortman business was classified as held for sale, and as a result, a portion of the goodwill within the Sweet Baked Snacks reporting unit was allocated to the disposal group based on a preliminary relative fair value analysis. There were no indicators of impairment for the remaining goodwill of the Sweet Baked Snacks reporting unit as of October 31, 2024.

During the third quarter of 2025, we completed our long-range planning process, following the integration of the Hostess Brands business and operations, resulting in a decline in forecasted net sales and segment profit for the Sweet Baked Snacks segment. The declines in forecast are in line with the underperformance during the current fiscal year for both net sales and segment profit, primarily driven by increased inflationary pressures and diminished consumer discretionary income, which has led to slower than anticipated recovery in the sweet baked goods category. In addition, we have not met expectations from a distribution, merchandising, and competitive standpoint, which has resulted in lost market share.

As a result of the decline in both actual and forecasted net sales, as compared to the long-term projections utilized in the purchase price allocation, in conjunction with the narrow differences between estimated fair value and carrying value as of April 30, 2024, we performed an interim impairment analysis on the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark. Furthermore, on December 2, 2024, we divested the Voortman business, and as a result, we disposed $251.1 of goodwill within the Sweet Baked Snacks reporting unit. The amount of goodwill allocated to the disposal group was determined based on a relative fair value analysis, utilizing the updated long-range plan. The interim impairment analysis was completed following the disposal of goodwill allocated to the Voortman business. We recognized total

pre-tax impairment charges of $1.0 billion during the third quarter of 2025, of which $794.3 and $208.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively, to the extent the carrying values exceeded the estimated fair values. These charges were included as noncash charges in our Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows.

The goodwill and indefinite-lived trademark within the Sweet Baked Snacks segment remain susceptible to future impairment charges, as the carrying values approximate estimated fair values due to the impairment charges recognized during the third quarter of 2025 and the recent acquisition of Hostess Brands. 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 segment.

As of April 30, 2024, with the exception of the Sweet Baked Snacks reporting unit and indefinite-lived intangible assets, the estimated fair value was substantially in excess of the carrying value for all reporting units and material indefinite-lived intangible assets, and in all such instances, the estimated fair value exceeded the carrying value by greater than 10 percent. While we concluded there were no additional indicators of impairment as of January 31, 2025, any significant sustained adverse change in consumer purchasing behaviors, financial results, or macroeconomic conditions could result in future impairment. For additional information, refer to Note 8: Goodwill and Other Intangible Assets.

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 third 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:

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

(d) As of January 31, 2025, there were approximately 1.1 million common shares remaining available for repurchase pursuant to the Board’s authorizations.