Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(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 and nine months ended January 31, 2026 and 2025. All comparisons presented are to the corresponding period of the prior year, unless otherwise noted.

On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM. The transaction included certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who supported the business. Under our ownership, these Sweet Baked Snacks value brands generated net sales of approximately $48.4 in 2025, which were included in the Sweet Baked Snacks segment. Net proceeds from the divestiture were $34.6, inclusive of the final working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $44.2 on this transaction, primarily during the third quarter of 2025.

On December 2, 2024, we sold the Voortman business to Second Nature. The transaction included products sold under the Voortman brand, inclusive of certain trademarks, a leased manufacturing facility in Burlington, Ontario, and approximately 300 employees who supported the business. Under our ownership, the Voortman business generated net sales of approximately $86.3 in 2025, which were included in the Sweet Baked Snacks segment. Net proceeds from the divestiture were $291.4, inclusive of the final working capital adjustment and cash transaction costs. We recognized a pre-tax loss of $265.9 on this transaction, primarily during the second quarter of 2025.

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 nine months of 2026, we continued to experience input cost inflation and a dynamic macroeconomic environment, inclusive of tariffs, regulatory and policy changes, and changes in consumer behaviors, including health and wellness trends, which we anticipate will persist through the remainder of 2026. Further, the higher costs have required price increases across our business, and we anticipate that the price elasticity of demand could remain elevated during 2026 as consumers continue to experience broader inflationary pressures and are selective in their spending. 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 and tariffs. We also continue to work closely with our customers and external business partners, taking additional actions to ensure safety and business continuity and to maximize product availability. We have maintained production at all our facilities and availability of appointments at distribution centers.

Although we do not have any operations in Russia, Ukraine, Israel, Palestine, China, or Taiwan, we continue to monitor these environments, among others, 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. 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 January 31,																		Nine Months Ended January 31,
			2026						2025						% Increase (Decrease)						2026						2025						% Increase (Decrease)
Net sales			$	2,339.4					$	2,186.0					7		%				$	6,782.8					$	6,582.3					3		%
Gross profit			$	827.8					$	878.1					(6)						$	2,172.4					$	2,561.4					(15)
% of net sales			35.4		%				40.2		%										32.0		%				38.9		%
Operating income (loss)			$	(548.4)					$	(594.0)					8						$	(84.3)					$	(74.8)					(13)
% of net sales			(23.4)		%				(27.2)		%										(1.2)		%				(1.1)		%
Net income (loss):
Net income (loss)			$	(724.2)					$	(662.3)					(9)						$	(526.8)					$	(501.8)					(5)
Net income (loss) per common share – assuming dilution			$	(6.79)					$	(6.22)					(9)						$	(4.94)					$	(4.72)					(5)
Adjusted gross profit (A)			$	790.8					$	819.2					(3)						$	2,323.9					$	2,531.4					(8)
% of net sales			33.8		%				37.5		%										34.3		%				38.5		%
Adjusted operating income (A)			$	431.6					$	463.8					(7)						$	1,196.2					$	1,402.3					(15)
% of net sales			18.4		%				21.2		%										17.6		%				21.3		%
Adjusted income: (A)
Income			$	254.5					$	278.3					(9)						$	682.2					$	832.0					(18)
Earnings per share – assuming dilution			$	2.38					$	2.61					(9)						$	6.38					$	7.80					(18)

(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 January 31,																								Nine Months Ended January 31,
			2026						2025						Increase (Decrease)						%						2026						2025						Increase (Decrease)						%
Net sales			$	2,339.4					$	2,186.0					$	153.4					7		%				$	6,782.8					$	6,582.3					$	200.5					3		%
Sweet Baked Snacks value brands divestiture			—						(13.4)						13.4						1						—						(43.3)						43.3						1
Voortman divestiture			—						(12.9)						12.9						1						—						(86.3)						86.3						1
Foreign currency exchange			(2.0)						—						(2.0)						—						(0.2)						—						(0.2)						—
Net sales excluding divestitures and foreign currency exchange (A)			$	2,337.4					$	2,159.7					$	177.7					8		%				$	6,782.6					$	6,452.7					$	329.9					5		%

Amounts may not add due to rounding.

(A) Net sales excluding 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 third quarter of 2026 increased $153.4, or 7 percent, which includes $26.3 of noncomparable net sales in the prior year related to divestitures. Net sales excluding divestitures and foreign currency exchange increased $177.7, or 8 percent. Net price realization contributed 10 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix decreased net sales by 2 percentage points, primarily driven by decreases for sweet baked goods and fruit spreads, and lapping contract manufacturing sales related to the divested pet food brands in the prior year, partially offset by an increase for Uncrustables sandwiches.

Net sales in the first nine months of 2026 increased $200.5, or 3 percent, which includes $129.6 of noncomparable net sales in the prior year related to divestitures. Net sales excluding divestitures and foreign currency exchange increased $329.9, or 5 percent. Net price realization contributed 9 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix decreased net sales by 4 percentage points, primarily driven by decreases for coffee, dog snacks, sweet baked goods, fruit spreads, and peanut butter, and lapping contract manufacturing sales related to the divested pet food brands in the prior year, partially offset by an increase for Uncrustables sandwiches.

Operating Income (Loss)

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

			Three Months Ended January 31,												Nine Months Ended January 31,
			2026						2025						2026						2025
Gross profit			35.4		%				40.2		%				32.0		%				38.9		%
Selling, distribution, and administrative expenses:
Marketing			4.7		%				5.2		%				5.5		%				5.2		%
Selling			2.8						2.9						2.9						3.0
Distribution			3.1						3.4						3.1						3.3
General and administrative			5.0						5.4						5.3						5.9
Total selling, distribution, and administrative expenses			15.5		%				16.8		%				16.8		%				17.4		%
Amortization			2.2						2.5						2.2						2.5
Goodwill impairment charges			21.7						36.3						7.5						12.1
Other intangible assets impairment charges			19.4						9.5						6.7						3.2
Other special project costs			0.2						0.5						0.2						0.4
Loss (gain) on divestitures – net			—						2.3						—						4.7
Other operating expense (income) – net			(0.2)						(0.6)						(0.2)						(0.3)
Operating income (loss)			(23.4)		%				(27.2)		%				(1.2)		%				(1.1)		%

Amounts may not add due to rounding.

Gross profit decreased $50.3, or 6 percent, in the third quarter of 2026, primarily driven by higher costs, inclusive of commodity costs and tariffs, and unfavorable volume/mix, partially offset by higher net price realization.

Operating loss decreased $45.6, or 8 percent, in the third quarter of 2026, primarily driven by lapping a $50.2 net pre-tax loss on divestitures in the prior year and a $40.8 decrease in impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, partially offset by the decrease in gross profit.

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”) decreased $28.4, or 3 percent, as compared to the prior year third quarter, primarily reflecting the exclusion of the change in special project costs as compared to GAAP gross profit. Adjusted operating income decreased $32.2, or 7 percent, as compared to the prior year third quarter, further reflecting the exclusion of the net pre-tax loss on the divestitures in the prior year and the change in noncash impairment charges.

Gross profit decreased $389.0, or 15 percent, in the first nine months of 2026, primarily driven by higher commodity costs, a net unfavorable impact of derivative gains and losses, tariffs, unfavorable volume/mix, an increase in special project costs, and the noncomparable impact of divestitures, partially offset by higher net price realization.

Operating loss increased $9.5, or 13 percent, in the first nine months of 2026, primarily reflecting the decrease in gross profit, partially offset by lapping a $311.0 net pre-tax loss on divestitures in the prior year, a $40.8 decrease in impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit and Hostess brand indefinite-lived trademark, lower amortization expense, and a decrease in other special project costs.

Adjusted gross profit decreased $207.5, or 8 percent, as compared to the prior year, reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses and special project costs as compared to GAAP gross profit. Adjusted operating income decreased $206.1, or 15 percent, as compared to the prior year, further reflecting the exclusion of the net pre-tax loss on the divestitures in the prior year and the change in noncash impairment charges, amortization, and other special project costs.

Interest Expense

Net interest expense was comparable to the prior year for the three and nine months ended January 31, 2026. For additional information, refer to Note 8: Debt and Financing Arrangements.

Income Taxes

Income tax expense (benefit) for the three months ended January 31, 2026 and 2025, was $72.3 and $(0.2), respectively. The effective income tax rate for the third quarter of 2026 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes and an unfavorable permanent impact associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit. The effective income tax rate for the third quarter of 2025 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes and an unfavorable permanent impact associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit, partially offset by the reversal of the deferred tax liability upon completion of the sale of the Voortman Cookies Limited entity, and a favorable noncash deferred tax benefit associated with the integration of Hostess Brands into our Company.

Income tax expense (benefit) for the nine months ended January 31, 2026 and 2025, was $136.8 and $152.1, respectively. The effective income tax rate for the first nine months of 2026 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes and the unfavorable permanent impacts associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit. The effective income tax rate for the first nine months of 2025 varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes and the unfavorable permanent impacts associated with the goodwill impairment charge for the Sweet Baked Snacks reporting unit and the sale of the Voortman business, partially offset by the favorable noncash deferred tax benefit associated with the integration of Hostess Brands into our Company.

We anticipate a full-year effective income tax rate for 2026 to be approximately (32.5) percent. For additional information, refer to Note 7: Goodwill and Other Intangible Assets and Note 13: Income Taxes.

Special Project Costs

Divestiture Costs: Total divestiture costs incurred to date related to the Sahale Snacks and Canada condiment businesses that were divested in 2024 were $6.4, which included $4.3 and $2.1 of employee-related and other transition and termination costs, respectively, all of which were cash charges. We did not incur any divestiture costs during the three and nine months ended January 31, 2026, and incurred divestiture costs of $1.3 and $1.7 during the three and nine months ended January 31, 2025, respectively, primarily consisting of employee-related costs. We do not anticipate any additional costs to be incurred related to these divestiture activities.

As a result of our recent divestitures, we identified opportunities to address certain distribution inefficiencies. 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 have recognized total cumulative costs of $8.9, of which $0.5 and $2.4 were recognized during the three and nine months ended January 31, 2026, respectively, and $2.1 and $3.0 during the three and nine months ended January 31, 2025, respectively, primarily consisting of other transition and termination costs.

Integration Costs: On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, a manufacturer and marketer of sweet baked goods brands. Total integration costs related to the acquisition are anticipated to be approximately $190.0 and include transaction costs, employee-related costs, and other transition and termination charges. We have recognized total cumulative integration costs of $186.4, of which $0.4 and $1.5 were recognized during the three and nine months ended January 31, 2026, respectively, and $7.8 and $34.9 were recognized during the three and nine months ended January 31, 2025, respectively. We anticipate the remaining integration costs will be incurred by the end of 2026 and are expected to be split between employee-related and other transition and termination costs.

Restructuring Costs: During the first quarter of 2026, we announced plans to close our Indianapolis, Indiana manufacturing facility, which manufactures Hostess branded products, and consolidated operations into other existing facilities during the third quarter of 2026 to further optimize operations within our Sweet Baked Snacks segment. We have recognized total cumulative costs of $74.4, which included $26.5 and $74.4 of employee-related and other transition and termination costs, during the three and nine months ended January 31, 2026, respectively. We anticipate any remaining charges to be minimal.

For further information on these costs, refer to Note 4: 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. Subsequent to the third quarter of 2026, we announced several senior leadership updates in support of continued advancement of our long-term growth strategy and enhancement of our profitability and earnings. As a result, we are evaluating the impact of these changes to the way in which we present our reportable segments during the fourth quarter of 2026.

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, Jif, and Smucker’s 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 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 January 31,																		Nine Months Ended January 31,
			2026						2025						% Increase (Decrease)						2026						2025						% Increase (Decrease)
Net sales:
U.S. Retail Coffee			$	908.2					$	740.6					23		%				$	2,474.3					$	2,068.0					20		%
U.S. Retail Frozen Handheld and Spreads			454.0						445.2						2						1,399.8						1,427.2						(2)
U.S. Retail Pet Foods			417.1						423.0						(1)						1,198.3						1,268.1						(6)
Sweet Baked Snacks			224.8						278.6						(19)						734.1						927.8						(21)
International and Away From Home			335.3						298.6						12						976.3						891.2						10
Segment profit:
U.S. Retail Coffee			$	199.0					$	208.6					(5)		%				$	487.5					$	583.9					(17)		%
U.S. Retail Frozen Handheld and Spreads			103.6						99.2						4						320.0						334.3						(4)
U.S. Retail Pet Foods			121.9						116.8						4						347.6						353.5						(2)
Sweet Baked Snacks			12.2						54.8						(78)						68.2						199.8						(66)
International and Away From Home			72.0						61.6						17						213.9						178.2						20
Segment profit margin:
U.S. Retail Coffee			21.9		%				28.2		%										19.7		%				28.2		%
U.S. Retail Frozen Handheld and Spreads			22.8						22.3												22.9						23.4
U.S. Retail Pet Foods			29.2						27.6												29.0						27.9
Sweet Baked Snacks			5.4						19.7												9.3						21.5
International and Away From Home			21.5						20.6												21.9						20.0

U.S. Retail Coffee

The U.S. Retail Coffee segment net sales increased $167.6 in the third quarter of 2026. Net price realization increased net sales by 23 percentage points, reflecting higher net pricing across the portfolio. Volume/mix decreased net sales by 1 percentage point, reflecting decreases for the Dunkin’ and Folgers brands, partially offset by an increase for the Café Bustelo brand. Segment profit decreased $9.6, primarily reflecting higher commodity costs, tariffs, unfavorable volume/mix, and lapping favorable property taxes in the prior year, partially offset by higher net price realization.

The U.S. Retail Coffee segment net sales increased $406.3 in the first nine months of 2026. Net price realization increased net sales by 23 percentage points, reflecting higher net pricing across the portfolio. Volume/mix decreased net sales by 3 percentage points, reflecting decreases for the Dunkin’ and Folgers brands, partially offset by an increase for the Café Bustelo brand. Segment profit decreased $96.4, primarily reflecting higher commodity costs, tariffs, unfavorable volume/mix, and higher marketing spend, partially offset by higher net price realization.

U.S. Retail Frozen Handheld and Spreads

The U.S. Retail Frozen Handheld and Spreads segment net sales increased $8.8 in the third quarter of 2026. Net price realization contributed 2 percentage points to net sales, primarily reflecting higher net pricing for Uncrustables sandwiches, partially offset by higher trade spend for peanut butter. Volume/mix was neutral to net sales, as an increase for peanut butter was mostly offset by a decrease for fruit spreads. Segment profit increased $4.4, primarily driven by higher net price realization and lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility, partially offset by higher costs and unfavorable volume/mix.

The U.S. Retail Frozen Handheld and Spreads segment net sales decreased $27.4 in the first nine months of 2026. Volume/mix decreased net sales by 3 percentage points, primarily reflecting decreases for peanut butter and fruit spreads. Net price

realization contributed 2 percentage points to net sales, reflecting higher net pricing for Uncrustables sandwiches, partially offset by higher trade spend for peanut butter. Segment profit decreased $14.3, primarily driven by unfavorable volume/mix, higher marketing spend, and higher costs, partially offset by higher net price realization and lower 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 $5.9 in the third quarter of 2026. Volume/mix decreased net sales by 2 percentage points, primarily driven by lapping contract manufacturing sales related to the divested pet food brands in the prior year and a decrease for dog snacks, partially offset by an increase for cat food. Net price realization was neutral to net sales, as higher net pricing for cat food was mostly offset by lower net pricing for dog snacks. Segment profit increased $5.1, primarily reflecting lower marketing spend.

The U.S. Retail Pet Foods segment net sales decreased $69.8 in the first nine months of 2026. Volume/mix decreased net sales by 6 percentage points, primarily reflecting a decrease for dog snacks and lapping contract manufacturing sales related to the divested pet food brands in the prior year, partially offset by an increase for cat food. Net price realization was neutral to net sales. Segment profit decreased $5.9, primarily reflecting unfavorable volume/mix, partially offset by lower marketing spend and higher net price realization.

Sweet Baked Snacks

The Sweet Baked Snacks segment net sales decreased $53.8 in the third quarter of 2026, inclusive of the impact of $26.3 of noncomparable net sales in the prior year related to the divested Voortman business and certain Sweet Baked Snacks value brands. Excluding the noncomparable impact of the divestitures, net sales decreased $27.5, or 11 percent. Volume/mix decreased net sales by 10 percentage points, primarily reflecting decreases for snack cakes, donuts, and breakfast. Net price realization was neutral to net sales. Segment profit decreased $42.6, primarily reflecting higher costs, unfavorable volume/mix, and higher marketing spend.

The Sweet Baked Snacks segment net sales decreased $193.7 in the first nine months of 2026, inclusive of the impact of $129.6 of noncomparable net sales in the prior year related to the divested Voortman business and certain Sweet Baked Snacks value brands. Excluding the noncomparable impact of the divestitures, net sales decreased $64.1, or 8 percent. Volume/mix decreased net sales by 7 percentage points, primarily reflecting decreases for snack cakes and private label products. Net price realization decreased net sales by 1 percentage point, primarily reflecting lower net pricing across the majority of the portfolio. Segment profit decreased $131.6, primarily reflecting higher costs, unfavorable volume/mix, the impact of noncomparable segment profit in the prior year related to the divested businesses, and higher marketing spend.

Subsequent to January 31, 2026, a fire occurred at our Emporia, Kansas manufacturing facility resulting in a temporary disruption of production. We expect the incident to result in reduced net sales in the fourth quarter of 2026. While we continue to evaluate the operational and financial effects of the incident, including potential insurance recoveries, we do not anticipate it to have a material impact on earnings.

International and Away From Home

International and Away From Home net sales increased $36.7 in the third quarter of 2026, including $2.0 of favorable foreign currency exchange. Excluding the noncomparable impact of foreign currency exchange, net sales increased $34.7, or 12 percent. Net price realization contributed 11 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix was neutral to net sales, as increases for Uncrustables sandwiches and coffee was mostly offset by decreases for fruit spreads, portion control products, cat food, and peanut butter. Segment profit increased $10.4, primarily driven by higher net price realization, partially offset by higher costs, tariffs, and unfavorable volume/mix.

International and Away From Home net sales increased $85.1 in the first nine months of 2026, including $0.2 of favorable foreign currency exchange. Excluding the noncomparable impact of foreign currency exchange, net sales increased $84.9, or 10 percent. Net price realization contributed 10 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix was neutral to net sales as decreases for coffee, fruit spreads, portion control products, and dog snacks were mostly offset by an increase for Uncrustables sandwiches. Segment profit increased $35.7, primarily driven by higher net price realization and lower selling, distribution, and administrative expenses, partially offset by higher costs and tariffs.

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 $52.8 at January 31, 2026, compared to $69.9 at April 30, 2025.

The following table presents selected cash flow information.

			Nine Months Ended January 31,
			2026						2025
Net cash provided by (used for) operating activities			$	894.4					$	816.5
Net cash provided by (used for) investing activities			(173.9)						(18.5)
Net cash provided by (used for) financing activities			(737.7)						(810.6)
Net cash provided by (used for) operating activities			$	894.4					$	816.5
Additions to property, plant, and equipment			(222.1)						(298.8)
Free cash flow (A)			$	672.3					$	517.7

(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 $77.9 increase in cash provided by operating activities in the first nine months of 2026 was primarily driven by lower working capital requirements in 2026 and a decrease in cash used for income and other taxes, primarily reflecting lower taxable income and timing of income tax payments, partially offset by lower net income (loss) adjusted for noncash items in the current year. 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, a reduction in payments related to transition services agreements entered into in connection with the divestitures, and the timing of settling our derivative instruments. These increases in cash were partially offset by a decrease in cash related to the change in trade receivables due to the timing of sales and payments.

Cash used for investing activities in the first nine months of 2026 consisted primarily of $222.1 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities, partially offset by a decrease of $34.8 in our derivative cash margin account balances. Cash used for investing activities in the first nine months of 2025 consisted primarily of $298.8 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, and also included an increase of $10.4 in our derivative cash margin account balances. These uses of cash for 2025 were partially offset by net proceeds received of $290.5 from the divested Voortman business.

Cash used for financing activities in the first nine months of 2026 consisted primarily of dividend payments of $347.9, long-term debt repayments of 200.0, and a net decrease in short-term borrowings of $181.0. Cash used for financing activities in the first nine months of 2025 consisted primarily of dividend payments of $340.9, long-term debt repayments of $300.0, and a net decrease in short-term borrowings of $153.2.

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. 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 January 31, 2026, and April 30, 2025, $296.1 and $340.4 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers. During the first nine months of 2026 and 2025, we paid $938.2 and $1,211.9, 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 January 31, 2026. 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 January 31, 2026, as 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.

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. We retained rights to the Claim upon the divestiture of the Voortman business in 2025.

Capital Resources

The following table presents our capital structure.

			January 31, 2026						April 30, 2025
Short-term borrowings			$	486.9					$	640.8
Long-term debt			6,841.3						7,036.8
Total debt			$	7,328.2					$	7,677.6
Shareholders’ equity			5,236.1						6,082.6
Total capital			$	12,564.3					$	13,760.2

We have available a $2.0 billion unsecured revolving credit facility with a group of ten banks that matures in March 2030. 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 January 31, 2026, we had $487.0 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 3.85 percent.

We are in compliance with all our debt covenants as of January 31, 2026, 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 $347.9 and $340.9 in the first nine months of 2026 and 2025, respectively, and dividends declared per share were $3.30 and $3.24 in the first nine months of 2026 and 2025, respectively. The declaration of dividends is subject to the discretion of our Board and depends on various factors, such as our net income (loss), financial condition, cash requirements, future events, and other factors deemed relevant by the Board.

During the nine months ended January 31, 2026, we did not repurchase any common shares under a repurchase plan authorized by the Board. The shares repurchased during the nine months ended January 31, 2026 and 2025, consisted of shares repurchased from stock plan recipients in lieu of cash payments. As of January 31, 2026, 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.

Absent any material acquisitions 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. However, as a result of the current macroeconomic environment, 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 January 31, 2026, total cash and cash equivalents of $45.2 was held by our foreign subsidiaries, primarily in Canada. During the third quarter of 2026, we returned $42.1 of foreign cash to the U.S. from Canada. The repatriation was subject to $2.1 of foreign withholding taxes, while U.S. federal and state income taxes were not significant. There was no other foreign cash repatriated to the U.S. during 2026.

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 January 31, 2026, there were no material changes to our material cash requirements as previously reported in our Annual Report on Form 10-K for the year ended April 30, 2025.

NON-GAAP FINANCIAL MEASURES

We use non-GAAP financial measures including: net sales excluding 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, such as the unfavorable income tax impacts associated with the impairment charges for the Sweet Baked Snacks reporting unit, 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 27 for a reconciliation of net sales adjusted for certain noncomparable items to the comparable GAAP financial measure.

			Three Months Ended January 31,															Nine Months Ended January 31,
			2026						2025									2026						2025
Gross profit reconciliation:
Gross profit			$	827.8					$	878.1								$	2,172.4					$	2,561.4
Change in net cumulative unallocated derivative gains and losses			(59.3)						(60.0)									90.8						(41.7)
Cost of products sold – special project costs			22.3						1.1									60.7						11.7
Adjusted gross profit			$	790.8					$	819.2								$	2,323.9					$	2,531.4
Operating income (loss) reconciliation:
Operating income (loss)			$	(548.4)					$	(594.0)								$	(84.3)					$	(74.8)
Amortization			50.3						53.9									150.7						165.7
Goodwill impairment charges			507.5						794.3									507.5						794.3
Other intangible assets impairment charges			454.2						208.2									454.2						208.2
Loss (gain) on divestitures – net			—						50.2									—						311.0
Change in net cumulative unallocated derivative gains and losses			(59.3)						(60.0)									90.8						(41.7)
Cost of products sold – special project costs			22.3						1.1									60.7						11.7
Other special project costs			5.0						10.1									16.6						27.9
Adjusted operating income			$	431.6					$	463.8								$	1,196.2					$	1,402.3
Net income (loss) reconciliation:
Net income (loss)			$	(724.2)					$	(662.3)								$	(526.8)					$	(501.8)
Income tax expense (benefit)			72.3						(0.2)									136.8						152.1
Amortization			50.3						53.9									150.7						165.7
Goodwill impairment charges			507.5						794.3									507.5						794.3
Other intangible assets impairment charges			454.2						208.2									454.2						208.2
Loss (gain) on divestitures – net			—						50.2									—						311.0
Change in net cumulative unallocated derivative gains and losses			(59.3)						(60.0)									90.8						(41.7)
Cost of products sold – special project costs			22.3						1.1									60.7						11.7
Other special project costs			5.0						10.1									16.6						27.9
Other expense – special project costs			0.1						—									1.0						—
Other infrequently occurring items:
Other debt charges (gains) – net (A)			—						(30.3)									—						(30.3)
Pension plan termination settlement charge (B)			7.8						—									7.8						—
Adjusted income before income taxes			$	336.0					$	365.0								$	899.3					$	1,097.1
Income taxes, as adjusted			81.5						86.7									217.1						265.1
Adjusted income			254.5						278.3									682.2						$	832.0
Weighted-average shares – assuming dilution (C)			106.9						106.7									106.9						106.6
Adjusted earnings per share – assuming dilution (C)			$	2.38					$	2.61								$	6.38					$	7.80

(A)Net other debt charges (gains) includes a net gain on extinguishment of debt as a result of the tender offers completed during the third quarter of 2025. For more information, see Note 8: Debt and Financing Arrangements.

(B)Represents the nonrecurring pre-tax settlement charge recognized during the third quarter of 2026 related to the termination of one of our U.S. qualified defined benefit plans. For more information, see Note 9: Pensions and Other Postretirement Benefits.

(C)Adjusted earnings per common share – assuming dilution for the three and nine months ended January 31, 2026 and 2025, was computed using the treasury stock method. Further, for the three and nine months ended January 31, 2026 and 2025, the weighted-average shares – assuming dilution differed from our GAAP weighted-average common shares outstanding – assuming dilution as a result of the anti-dilutive effect of our stock-based awards, which were excluded from the computation of net loss per share – assuming dilution. For more information see Note 6: Earnings per Share.

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, 2025. There were no material changes to the information previously disclosed, with the exception of the item discussed below.

During the third quarter of 2026, both net sales and segment profit continued to underperform as compared to plan for the Sweet Baked Snacks segment, reflecting sustained challenges in the sweet baked goods category, ongoing executional and operating challenges, and the impact of a dynamic macroeconomic environment, inclusive of continued pressures on consumer discretionary spending and an evolving regulatory environment. Furthermore, we also completed our long-range planning process during the third quarter of 2026, which resulted in a decrease in projected net sales and segment profit for the Sweet Baked Snacks segment, as compared to the projected financial information used in the previous impairment test during the fourth quarter of 2025. 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, contributing to a slower than anticipated recovery in the sweet baked goods category. In addition, the overall reduction in net sales and segment profit, in conjunction with the sustained underperformance of the sweet baked goods category, led to a further reduction of the projected long-term growth rate and royalty rate for the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively.

As a result of these declines and the narrow differences between estimated fair values and carrying values as of April 30, 2025, we performed an interim impairment analysis on the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark. We recognized total pre-tax impairment charges of $961.7 during the third quarter of 2026, of which $507.5 and $454.2 related to the goodwill of the Sweet Baked Snacks reporting unit and the Hostess brand indefinite-lived trademark, respectively. 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. These charges were included as noncash charges in our Condensed Statement of Consolidated Income and Condensed Statement of Consolidated Cash Flows. 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 reclassification will result in annual amortization expense of $38.8. There were no other indicators of impairment during the third quarter of 2026, and as a result, we do not believe that any of our remaining reporting units or material indefinite-lived intangible assets are more likely than not impaired as of January 31, 2026.