株探米国株
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________ 
FORM 10-Q
___________________________________________________ 
QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: October 31, 2025
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
 ___________________________________________________
The J. M. Smucker Company
(Exact name of registrant as specified in its charter)
___________________________________________________ 
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
 ___________________________________________________
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 106,694,327 common shares outstanding on November 18, 2025.

TABLE OF CONTENTS
 
    Page No.
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

1


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS)
(Unaudited)
Three Months Ended October 31, Six Months Ended October 31,
Dollars in millions, except per share data 2025 2024 2025 2024
Net sales $ 2,330.1  $ 2,271.2  $ 4,443.4  $ 4,396.3 
Cost of products sold (A)
1,460.2  1,385.1  3,098.8  2,713.0 
Gross Profit 869.9  886.1  1,344.6  1,683.3 
Selling, distribution, and administrative expenses 398.2  390.7  775.6  780.8 
Amortization 50.2  55.8  100.4  111.8 
Other special project costs (A)
5.6  10.7  11.6  17.8 
Loss (gain) on divestitures – net —  260.8  —  260.8 
Other operating expense (income) – net (2.6) (1.6) (7.1) (7.1)
Operating Income 418.5  169.7  464.1  519.2 
Interest expense – net (98.6) (98.7) (198.8) (199.1)
Other income (expense) – net (A)
(1.5) (4.2) (3.4) (7.3)
Income Before Income Taxes 318.4  66.8  261.9  312.8 
Income tax expense 77.1  91.3  64.5  152.3 
Net Income (Loss) $ 241.3  $ (24.5) $ 197.4  $ 160.5 
Earnings per common share:
Net Income (Loss) $ 2.26  $ (0.23) $ 1.85  $ 1.51 
Net Income (Loss) – Assuming Dilution $ 2.26  $ (0.23) $ 1.85  $ 1.51 
(A)    Includes certain divestiture, acquisition, integration, and restructuring costs (“special project costs”). For more information, see Note 4: Special Project Costs and Note 5: Reportable Segments.
See notes to unaudited condensed consolidated financial statements.
THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
(Unaudited)
  Three Months Ended October 31, Six Months Ended October 31,
Dollars in millions 2025 2024 2025 2024
Net income (loss) $ 241.3  $ (24.5) $ 197.4  $ 160.5 
Other comprehensive income (loss):
Foreign currency translation adjustments (3.3) (10.1) (4.3) (10.7)
Cash flow hedging derivative activity, net of tax 2.4  2.6  4.8  5.2 
Pension and other postretirement benefit plans activity, net of tax 0.3  0.3  0.6  0.7 
Available-for-sale securities activity, net of tax 0.4  0.4  0.7  0.4 
Total Other Comprehensive Income (Loss) (0.2) (6.8) 1.8  (4.4)
Comprehensive Income (Loss) $ 241.1  $ (31.3) $ 199.2  $ 156.1 
See notes to unaudited condensed consolidated financial statements.
2


THE J. M. SMUCKER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
Dollars in millions October 31, 2025 April 30, 2025
ASSETS
Current Assets
Cash and cash equivalents $ 62.8  $ 69.9 
Trade receivables – net 675.2  619.0 
Inventories:
Finished products 796.8  680.0 
Raw materials 557.4  529.4 
Total Inventory 1,354.2  1,209.4 
Other current assets 233.3  248.3 
Total Current Assets 2,325.5  2,146.6 
Property, Plant, and Equipment
Land and land improvements 158.2  157.5 
Buildings and fixtures 1,428.9  1,383.5 
Machinery and equipment 3,379.7  3,257.1 
Construction in progress 558.7  619.4 
Gross Property, Plant, and Equipment 5,525.5  5,417.5 
Accumulated depreciation (2,502.4) (2,337.9)
Total Property, Plant, and Equipment 3,023.1  3,079.6 
Other Noncurrent Assets
Operating lease right-of-use assets 155.0  115.4 
Goodwill 5,707.7  5,710.0 
Other intangible assets – net 6,246.4  6,346.9 
Other noncurrent assets 170.6  164.8 
Total Other Noncurrent Assets 12,279.7  12,337.1 
Total Assets $ 17,628.3  $ 17,563.3 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable $ 1,109.7  $ 1,288.7 
Accrued trade marketing and merchandising 217.3  188.8 
Short-term borrowings 748.2  640.8 
Other current liabilities 551.2  533.7 
Total Current Liabilities 2,626.4  2,652.0 
Noncurrent Liabilities
Long-term debt 7,039.8  7,036.8 
Deferred income taxes 1,614.3  1,548.6 
Noncurrent operating lease liabilities 125.6  84.1 
Other noncurrent liabilities 162.0  159.2 
Total Noncurrent Liabilities 8,941.7  8,828.7 
Total Liabilities 11,568.1  11,480.7 
Shareholders’ Equity
Common shares 26.7  26.6 
Additional capital 5,748.0  5,738.7 
Retained income 468.2  501.8 
Accumulated other comprehensive income (loss) (182.7) (184.5)
Total Shareholders’ Equity 6,060.2  6,082.6 
Total Liabilities and Shareholders’ Equity $ 17,628.3  $ 17,563.3 
See notes to unaudited condensed consolidated financial statements.
3


THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
  Six Months Ended October 31,
Dollars in millions 2025 2024
Operating Activities
Net income (loss) $ 197.4  $ 160.5 
Adjustments to reconcile net income (loss) to net cash provided by (used for) operations:
Depreciation 178.1  145.2 
Amortization 100.4  111.8 
Share-based compensation expense 17.9  15.8 
Loss (gain) on divestitures – net —  260.8 
Deferred income tax expense (benefit) 64.0  23.9 
Other noncash adjustments – net 28.3  30.1 
Changes in assets and liabilities, net of effect from acquisition and divestitures:
Trade receivables (56.6) (68.5)
Inventories (145.6) (54.4)
Other current assets 77.0  25.7 
Accounts payable (161.0) (83.4)
Accrued liabilities 55.3  19.8 
Income and other taxes (16.9) (4.6)
Other – net (2.4) (5.6)
Net Cash Provided by (Used for) Operating Activities 335.9  577.1 
Investing Activities
Additions to property, plant, and equipment (150.6) (210.7)
Proceeds from disposal of property, plant, and equipment 13.1  — 
Collateral pledged for derivative cash margin accounts (52.8) (14.9)
Other – net 0.3  (0.1)
Net Cash Provided by (Used for) Investing Activities (190.0) (225.7)
Financing Activities
Short-term borrowings (repayments) – net 87.4  (121.6)
Quarterly dividends paid (231.2) (226.5)
Purchase of treasury shares (5.0) (2.7)
Other – net (2.9) (12.9)
Net Cash Provided by (Used for) Financing Activities (151.7) (363.7)
Effect of exchange rate changes on cash (1.3) (0.5)
Net increase (decrease) in cash and cash equivalents (7.1) (12.8)
Cash and cash equivalents at beginning of period 69.9  62.0 
Cash and Cash Equivalents at End of Period $ 62.8  $ 49.2 
( ) Denotes use of cash CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY
See notes to unaudited condensed consolidated financial statements.
4


THE J. M. SMUCKER COMPANY
(Unaudited)
Six Months Ended October 31, 2025
Dollars in millions Common
Shares
Outstanding
Common Shares Additional Capital Retained Income Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity
Balance at May 1, 2025 106,425,081  $ 26.6  $ 5,738.7  $ 501.8  $ (184.5) $ 6,082.6 
Net income (loss) (43.9) (43.9)
Other comprehensive income (loss) 2.0  2.0 
Comprehensive income (loss) (41.9)
Purchase of treasury shares (47,688) —  (5.8) 1.2  (4.6)
Stock plans 309,721  0.1  5.3  1.1  6.5 
Cash dividends declared, $1.10 per common share
(116.7) (116.7)
Balance at July 31, 2025 106,687,114  $ 26.7  $ 5,738.2  $ 343.5  $ (182.5) $ 5,925.9 
Net income (loss) 241.3  241.3 
Other comprehensive income (loss) (0.2) (0.2)
Comprehensive income (loss) 241.1 
Purchase of treasury shares (3,711) —  (0.5) 0.1  (0.4)
Stock plans 11,766  —  10.3  10.3 
Cash dividends declared, $1.10 per common share
(116.7) (116.7)
Balance at October 31, 2025 106,695,169  $ 26.7  $ 5,748.0  $ 468.2  $ (182.7) $ 6,060.2 

Six Months Ended October 31, 2024
Dollars in millions Common
Shares
Outstanding
Common Shares Additional Capital Retained Income Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity
Balance at May 1, 2024 106,194,281  $ 26.5  $ 5,713.9  $ 2,188.1  $ (234.6) $ 7,693.9 
Net income (loss) 185.0  185.0 
Other comprehensive income (loss) 2.4  2.4 
Comprehensive income (loss) 187.4 
Purchase of treasury shares (22,748) —  (3.2) 0.6  (2.6)
Stock plans 236,997  0.1  4.5  0.8  5.4 
Cash dividends declared, $1.08 per common share
(114.6) (114.6)
Balance at July 31, 2024 106,408,530  $ 26.6  $ 5,715.2  $ 2,259.9  $ (232.2) $ 7,769.5 
Net income (loss) (24.5) (24.5)
Other comprehensive income (loss) (6.8) (6.8)
Comprehensive income (loss) (31.3)
Purchase of treasury shares (972) —  0.3  —  0.3 
Stock plans 8,972  —  8.2  8.2 
Cash dividends declared, $1.08 per common share
(113.6) (113.6)
Balance at October 31, 2024 106,416,530  $ 26.6  $ 5,723.7  $ 2,121.8  $ (239.0) $ 7,633.1 
See notes to unaudited condensed consolidated financial statements.
5


THE J. M. SMUCKER COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and shares in millions, unless otherwise noted, except per share data)
Note 1: Basis of Presentation
The unaudited interim condensed consolidated financial statements of The J. M. Smucker Company (“Company,” “we,” “us,” or “our”) have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.
Operating results for the six months ended October 31, 2025, are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2025.
Note 2: Recently Issued Accounting Standards
Recently Adopted Accounting Standard: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. This ASU requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), other segment expenses included in each reported measure of segment profitability, and disclosure of the title and position of the CODM. We adopted the interim disclosure requirements on a retrospective basis during the first quarter of 2026, which are presented in Note 5: Reportable Segments. The annual disclosure requirements were adopted during 2025. The adoption of this standard did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted: In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 will modernize the accounting guidance for the costs to develop software for internal use by removing all references to software development project stages so that the guidance is neutral to different software development methods. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and it is probable that the project will be completed and the software will be used for its intended purpose. It will be effective for our annual and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective date on either a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 will provide investors with more decision-useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this ASU will require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. It will be effective for our annual period beginning May 1, 2027, and interim periods beginning May 1, 2028, with the option to early adopt at any time prior to the effective dates on either a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 will improve the transparency and decision usefulness of income tax disclosures to better assess how operations and related tax risks affect tax rates and future cash flows on an interim and annual basis. It is effective for our annual period beginning May 1, 2025, and can be adopted either on a prospective or retrospective basis. We do not anticipate any impact to our results of operations, financial position, or cash flows upon adoption and are currently evaluating the impacts of the standard on our disclosures.
6


Note 3: Divestitures
On March 3, 2025, we sold certain Sweet Baked Snacks value brands to JTM Foods, LLC (“JTM”). The transaction included certain trademarks and licenses, a manufacturing facility in Chicago, Illinois, and approximately 400 employees who 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 Brands (“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.
Note 4: Special Project Costs
Special project costs consist primarily of employee-related costs and other transition and termination costs related to certain divestiture, acquisition, integration, and restructuring activities. Employee-related costs include severance, retention bonuses, and relocation costs. Severance costs are generally recognized when deemed probable and reasonably estimable, retention bonuses are recognized over the estimated future service period of the impacted employees, and relocation costs are expensed as incurred. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with divestiture, acquisition, integration, and restructuring activities. With the exception of accelerated depreciation, these costs are expensed as incurred. These special project costs are reported in cost of products sold, other special project costs, and other income (expense) – net in the Condensed Statements of Consolidated Income (Loss) and are not allocated to segment profit. The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.
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 six months ended October 31, 2025, and incurred divestiture costs of $0.1 and $0.4 during the three and six months ended October 31, 2024, respectively, primarily consisting of employee-related costs. We do not anticipate any additional costs to be incurred related to these divestiture activities. The obligation related to severance and retention bonuses was fully satisfied as of April 30, 2025.
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 $8.4, of which $1.6 and $1.9 were recognized during the three and six months ended October 31, 2025, respectively, and $0.8 and $0.9 during the three and six months ended October 31, 2024, 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, Inc. (“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.
The following table summarizes our integration costs incurred related to the acquisition of Hostess Brands.
Three Months Ended October 31, Six Months Ended October 31, Total Costs Incurred to Date at October 31, 2025
2025 2024 2025 2024
Transaction costs $ —  $ —  $ —  $ —  $ 99.0 
Employee-related costs 0.1  4.4  0.4  7.0  43.4 
Other transition and termination costs 0.6  10.7  0.7  20.1  43.6 
Total integration costs $ 0.7  $ 15.1  $ 1.1  $ 27.1  $ 186.0 
7


Cumulative noncash charges incurred through October 31, 2025, were $15.9 and primarily consisted of accelerated depreciation. We incurred noncash charges of $0.5 during both the three and six months ended October 31, 2025, and incurred $5.9 and $11.5 during the three and six months ended October 31, 2024, respectively. Transaction costs primarily reflect equity compensation payouts, legal fees, and fees related to a 364-day senior unsecured Bridge Term Loan Credit Facility that provided committed financing for the acquisition of Hostess Brands. Other transition and termination costs primarily consist of contract termination charges, accelerated depreciation, and consulting fees. 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. The obligation related to severance and retention bonuses was $2.0 and $6.2 at October 31, 2025, and April 30, 2025, respectively.
Restructuring Costs: During the first quarter of 2026, we announced plans to close our Indianapolis, Indiana manufacturing facility, which manufactures Hostess branded products, and consolidate operations into other existing facilities by early calendar year 2026 to further optimize operations for our Sweet Baked Snacks segment. We anticipate incurring approximately $75.0 of costs related to these efforts, consisting of $60.0 in noncash charges for accelerated depreciation and $15.0 in employee-related and other transition and termination costs.
The following table summarizes our restructuring costs incurred related to the restructuring program.
Three Months Ended October 31, Six Months Ended October 31, Total Costs Incurred to Date at October 31, 2025
2025 2025
Employee-related costs $ 1.6  $ 5.8  $ 5.8 
Other transition and termination costs 25.6  42.1  42.1 
Total restructuring costs $ 27.2  $ 47.9  $ 47.9 
Noncash charges were included in other transition and termination costs and consisted of accelerated depreciation. We incurred noncash charges of $23.5 and $38.9 during the three and six months ended October 31, 2025, respectively. The obligation related to severance and retention bonuses was $4.4 at October 31, 2025.
Note 5: Reportable Segments
We operate in one industry: the manufacturing and marketing of food and beverage products. 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®, 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).
Reportable segments have been identified based on financial data utilized to manage our businesses by our CODMs. The CODMs use net sales and segment profit to evaluate segment performance and allocate resources, including consideration of plan-to-actual variances and prior year-to-actual variances on a monthly basis. Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which the CODMs manage our segments. However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain expenses such as amortization expense and impairment charges related to intangible assets, gains and losses on divestitures, the net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), special project costs, as well as corporate administrative expenses.
8


Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. We would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by a change in the estimated fair value of the underlying exposures.
The following tables reconcile segment profit to income before income taxes.
Three Months Ended October 31, 2025
U.S. Retail Coffee U.S. Retail Frozen Handheld and Spreads U.S. Retail Pet Foods Sweet Baked Snacks International and Away From Home Total
Net sales $ 848.9  $ 461.1  $ 413.2  $ 256.1  $ 350.8  $ 2,330.1 
 Segment cost of products sold (A)
602.1  286.4  224.5  190.3  236.9 
 Segment selling and distribution expenses (B)
92.1  71.9  67.8  43.2  38.5 
 Other segment items (C)
0.4  0.7  (3.5) 0.8  (1.0)
Segment profit $ 154.3  $ 102.1  $ 124.4  $ 21.8  $ 76.4  $ 479.0 
Reconciliation of segment profit:
Amortization (50.2)
Interest expense – net (98.6)
Change in net cumulative unallocated derivative gains and losses 103.0 
Cost of products sold – special project costs (D)
(23.0)
Other special project costs (D)
(5.6)
Corporate administrative expenses (84.7)
Other income (expense) – net (D)
(1.5)
Income before income taxes $ 318.4 
Six Months Ended October 31, 2025
U.S. Retail Coffee U.S. Retail Frozen Handheld and Spreads U.S. Retail Pet Foods Sweet Baked Snacks International and Away From Home Total
Net sales $ 1,566.1  $ 945.8  $ 781.2  $ 509.3  $ 641.0  $ 4,443.4 
 Segment cost of products sold (A)
1,101.0  585.7  429.3  367.1  427.2 
 Segment selling and distribution expenses (B)
176.1  142.7  134.6  84.4  73.9 
 Other segment items (C)
0.5  1.0  (8.4) 1.8  (2.0)
Segment profit $ 288.5  $ 216.4  $ 225.7  $ 56.0  $ 141.9  $ 928.5 
Reconciliation of segment profit:
Amortization (100.4)
Interest expense – net (198.8)
Change in net cumulative unallocated derivative gains and losses (150.1)
Cost of products sold – special project costs (D)
(38.4)
Other special project costs (D)
(11.6)
Corporate administrative expenses (163.9)
Other income (expense) – net (D)
(3.4)
Income before income taxes $ 261.9 
9


Three Months Ended October 31, 2024
U.S. Retail Coffee U.S. Retail Frozen Handheld and Spreads U.S. Retail Pet Foods Sweet Baked Snacks International and Away From Home Total
Net sales $ 704.0  $ 485.2  $ 445.4  $ 315.5  $ 321.1  $ 2,271.2 
 Segment cost of products sold (A)
422.8  296.3  257.9  200.6  213.9 
 Segment selling and distribution expenses (B)
78.0  71.9  67.8  43.8  40.9 
 Other segment items (C)
0.5  0.9  (1.7) 0.5  (1.7)
Segment profit $ 202.7  $ 116.1  $ 121.4  $ 70.6  $ 68.0  $ 578.8 
Reconciliation of segment profit:
Amortization (55.8)
Gain (loss) on divestitures – net (260.8)
Interest expense – net (98.7)
Change in net cumulative unallocated derivative gains and losses 11.7 
Cost of products sold – special project costs (D)
(5.3)
Other special project costs (D)
(10.7)
Corporate administrative expenses (88.2)
Other income (expense) – net (4.2)
Income before income taxes $ 66.8 
Six Months Ended October 31, 2024
U.S. Retail Coffee U.S. Retail Frozen Handheld and Spreads U.S. Retail Pet Foods Sweet Baked Snacks International and Away From Home Total
Net sales $ 1,327.4  $ 982.0  $ 845.1  $ 649.2  $ 592.6  $ 4,396.3 
 Segment cost of products sold (A)
795.7  603.5  476.6  411.0  397.3 
 Segment selling and distribution expenses (B)
155.8  142.5  137.7  93.4  81.2 
 Other segment items (C)
0.6  0.9  (5.9) (0.2) (2.5)
Segment profit $ 375.3  $ 235.1  $ 236.7  $ 145.0  $ 116.6  $ 1,108.7 
Reconciliation of segment profit:
Amortization (111.8)
Gain (loss) on divestitures – net (260.8)
Interest expense – net (199.1)
Change in net cumulative unallocated derivative gains and losses (18.3)
Cost of products sold – special project costs (D)
(10.6)
Other special project costs (D)
(17.8)
Corporate administrative expenses (170.2)
Other income (expense) – net (7.3)
Income before income taxes $ 312.8 
(A)     Segment cost of products sold excludes special project costs related to certain divestiture, acquisition, integration, and restructuring activities and the change in net cumulative unallocated derivative gains and losses. For more information, see Note 4: Special Project Costs and Note 9: Derivative Financial Instruments.
(B)    Segment selling and distribution expenses excludes corporate administrative expenses and special project costs that are not allocated to the segments.
(C)    Other segment items primarily reflects the loss (gain) on disposal of assets, plant administrative expenses, equity method investment income, and royalty income.
(D)    Includes special project costs related to certain divestiture, acquisition, integration, and restructuring activities. For more information, see Note 4: Special Project Costs.
10


The following tables present total assets; total depreciation, amortization, and impairment charges; and total additions to property, plant, and equipment by segment.
October 31, 2025 April 30, 2025
Assets:
U.S. Retail Coffee $ 4,857.5  $ 4,927.8 
U.S. Retail Frozen Handheld and Spreads 3,288.9  3,263.1 
U.S. Retail Pet Foods 4,687.2  4,679.3 
Sweet Baked Snacks 3,343.9  3,394.9 
International and Away From Home 1,238.2  1,037.1 
Unallocated (A)
212.6  261.1 
Total assets $ 17,628.3  $ 17,563.3 
Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Depreciation, amortization, and impairment charges:
U.S. Retail Coffee $ 24.3  $ 24.4  $ 48.7  $ 48.8 
U.S. Retail Frozen Handheld and Spreads 24.9  20.5  50.0  41.1 
U.S. Retail Pet Foods 30.6  29.8  60.9  59.8 
Sweet Baked Snacks 22.4  29.0  44.3  58.9 
International and Away From Home 10.0  8.8  20.2  17.8 
Unallocated (B)
31.1  15.5  54.4  30.6 
Total depreciation, amortization, and impairment charges $ 143.3  $ 128.0  $ 278.5  $ 257.0 
Additions to property, plant, and equipment:
U.S. Retail Coffee $ 7.3  $ 7.2  $ 18.8  $ 30.6 
U.S. Retail Frozen Handheld and Spreads 18.7  36.7  58.8  85.5 
U.S. Retail Pet Foods 10.1  19.9  21.5  44.1 
Sweet Baked Snacks 18.8  13.5  29.0  26.7 
International and Away From Home 11.4  9.7  22.5  23.8 
Total additions to property, plant, and equipment $ 66.3  $ 87.0  $ 150.6  $ 210.7 
(A)Primarily represents unallocated cash and cash equivalents and corporate-held investments.
(B)Primarily represents unallocated accelerated depreciation related to restructuring activities and corporate administrative expenses, mainly consisting of depreciation and software amortization.
The following table presents certain geographical information.
Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Net sales:
United States $ 2,202.4  $ 2,136.2  $ 4,211.8  $ 4,151.6 
International:
Canada $ 94.5  $ 100.7  $ 165.2  $ 182.1 
All other international 33.2  34.3  66.4  62.6 
Total international $ 127.7  $ 135.0  $ 231.6  $ 244.7 
Total net sales $ 2,330.1  $ 2,271.2  $ 4,443.4  $ 4,396.3 
11


The following table presents product category information.
Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Primary Reportable Segment (A)
Coffee $ 966.5  $ 797.0  $ 1,782.6  $ 1,508.9  U.S. Retail Coffee
Sweet baked goods 256.1  279.2  509.3  575.8  Sweet Baked Snacks
Frozen handheld 262.9  246.5  507.0  469.1  U.S. Retail Frozen Handheld and Spreads
Pet snacks 232.0  255.2  435.4  482.0  U.S. Retail Pet Foods
Peanut butter 187.1  213.8  394.1  432.4  U.S. Retail Frozen Handheld and Spreads
Cat food 197.2  200.8  376.5  383.9  U.S. Retail Pet Foods
Fruit spreads 92.2  101.7  187.5  208.2  U.S. Retail Frozen Handheld and Spreads
Portion control 50.1  56.8  100.5  110.9 
Other (B)
Toppings and syrups 26.5  20.3  56.2  48.6  U.S. Retail Frozen Handheld and Spreads
Baking mixes and ingredients 28.6  28.9  43.1  43.1 
Other (B)
Cookies —  36.3  —  73.4  Sweet Baked Snacks
Other 30.9  34.7  51.2  60.0 
Other (B)
Total net sales $ 2,330.1  $ 2,271.2  $ 4,443.4  $ 4,396.3 
(A)The primary reportable segment generally represents at least 75 percent of total net sales for each respective product category.
(B)Represents the combined International and Away From Home operating segments.
Note 6: Earnings per Share
We computed net income (loss) per common share (“basic earnings per share”) under the two-class method for the three and six months ended October 31, 2025 and 2024, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods. Further, we computed net income (loss) per common share – assuming dilution (“diluted earnings per share”) under the two-class and treasury stock methods to determine the method that was most dilutive, in accordance with FASB Accounting Standards Codification 260, Earnings Per Share. For the three and six months ended October 31, 2025 and the six months ended October 31, 2024, the computation of diluted earnings per share was more dilutive under the treasury stock method, as compared to the two-class method. Therefore, the treasury stock method was used. For the three months ended October 31, 2024, we recognized a net loss and as a result, excluded the anti-dilutive effect of stock-based awards from the computation of diluted earnings per share.
The following table sets forth the computation of basic and diluted earnings per share under the two-class method.
  Three Months Ended October 31, Six Months Ended October 31,
  2025 2024 2025 2024
Net income (loss) $ 241.3  $ (24.5) $ 197.4  $ 160.5 
Less: Net income (loss) allocated to participating securities —  —  —  — 
Net income (loss) allocated to common stockholders $ 241.3  $ (24.5) $ 197.4  $ 160.5 
Weighted-average common shares outstanding 106.7  106.4  106.6  106.4 
Add: Dilutive effect of stock options —  —  —  — 
Weighted-average common shares outstanding – assuming dilution 106.7  106.4  106.6  106.4 
Net income (loss) per common share $ 2.26  $ (0.23) $ 1.85  $ 1.51 
Net income (loss) per common share – assuming dilution $ 2.26  $ (0.23) $ 1.85  $ 1.51 
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The following table sets forth the computation of diluted earnings per share under the treasury stock method.
Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Net income (loss) $ 241.3  $ (24.5) $ 197.4  $ 160.5 
Weighted-average common shares outstanding – assuming dilution:
Weighted-average common shares outstanding 106.7  106.4  106.6  106.4 
Add: Dilutive effect of stock options —  —  —  — 
Add: Dilutive effect of restricted shares, restricted stock units, and performance units 0.2  0.3  0.3  0.2 
Weighted-average common shares outstanding – assuming dilution 106.9  106.7  106.9  106.6 
Net income (loss) per common share – assuming dilution $ 2.26  $ (0.23) $ 1.85  $ 1.51 
Note 7: Debt and Financing Arrangements
The following table summarizes the components of our long-term debt.
  October 31, 2025 April 30, 2025
  Principal
Outstanding
Carrying
Amount (A)
Principal
Outstanding
Carrying
Amount (A)
3.38% Senior Notes due December 15, 2027
$ 500.0  $ 499.1  $ 500.0  $ 498.9 
5.90% Senior Notes due November 15, 2028
750.0  746.3  750.0  745.7 
2.38% Senior Notes due March 15, 2030
500.0  497.9  500.0  497.7 
2.13% Senior Notes due March 15, 2032
364.5  361.6  364.5  361.3 
6.20% Senior Notes due November 15, 2033
1,000.0  992.9  1,000.0  992.4 
4.25% Senior Notes due March 15, 2035
650.0  646.2  650.0  645.9 
2.75% Senior Notes due September 15, 2041
177.5  176.1  177.5  176.1 
6.50% Senior Notes due November 15, 2043
750.0  737.5  750.0  737.2 
4.38% Senior Notes due March 15, 2045
600.0  589.5  600.0  589.2 
3.55% Senior Notes due March 15, 2050
161.2  159.3  161.2  159.3 
6.50% Senior Notes due November 15, 2053
1,000.0  983.5  1,000.0  983.2 
Term Loan Credit Agreement due March 5, 2027 650.0  649.9  650.0  649.9 
Total long-term debt $ 7,103.2  $ 7,039.8  $ 7,103.2  $ 7,036.8 
(A) Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of capitalized debt issuance costs, offering discounts, and terminated interest rate contracts.
In March 2025, we entered into a $650.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”). Borrowings under the Term Loan bear interest on the prevailing Secured Overnight Financing Rate (“SOFR”) and are payable at the end of the borrowing term. The Term Loan matures on March 5, 2027, and does not require scheduled amortization payments. Voluntary prepayments are permitted without premium or penalty. On March 14, 2025, the full amount was drawn on the Term Loan to partially finance the repayment of $1.0 billion in principal of our 3.50% Senior Notes due March 15, 2025. Capitalized debt issuance costs associated with the Term Loan will be amortized to interest expense – net in the Condensed Statements of Consolidated Income (Loss) over the time period for which the debt is outstanding. As of October 31, 2025, the interest rate on the Term Loan was 5.13 percent. Subsequent to the quarter, we prepaid $100.0 on the Term Loan.
We have available a $2.0 billion unsecured revolving credit facility with a group of ten banks that matures in March 2030. Borrowings under the revolving credit facility bear interest on the prevailing U.S. Prime Rate, SOFR, Euro Interbank Offered Rate, or Canadian Overnight Repo Rate Average, based on our election. Interest is payable either on a quarterly basis or at the end of the borrowing term. We did not have a balance outstanding under the revolving credit facility as of October 31, 2025, or April 30, 2025.
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 October 31, 2025, and April 30, 2025, we had $748.5 and $641.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of 4.29 and 4.73 percent, respectively.
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Interest paid totaled $61.3 and $74.0 for the three months ended October 31, 2025 and 2024, respectively, and $198.7 and $214.9 for the six months ended October 31, 2025 and 2024, respectively. This differs from interest expense due to capitalized interest, the effect of interest rate contracts, amortization of debt issuance costs and discounts, the payment of other debt fees, and the timing of interest payments.

Our debt instruments contain covenant restrictions, including an interest coverage ratio. As of October 31, 2025, we are in compliance with all covenants.
Note 8: Pensions and Other Postretirement Benefits
The following table summarizes our net periodic benefit cost for defined benefit pension and other postretirement benefit plans.
Three Months Ended October 31,
Defined Benefit Pension Plans Other Postretirement Benefits
2025 2024 2025 2024
Service cost $ 0.1  $ 0.3  $ 0.1  $ 0.1 
Interest cost 3.8  4.4  0.6  0.6 
Expected return on plan assets (3.3) (3.1) —  — 
Amortization of net actuarial loss (gain) 1.0  1.1  (0.4) (0.5)
Amortization of prior service cost (credit) 0.1  —  (0.2) (0.1)
Net periodic benefit cost $ 1.7  $ 2.7  $ 0.1  $ 0.1 
Six Months Ended October 31,
  Defined Benefit Pension Plans Other Postretirement Benefits
  2025 2024 2025 2024
Service cost $ 0.3  $ 0.4  $ 0.3  $ 0.3 
Interest cost 7.6  8.8  1.2  1.3 
Expected return on plan assets (6.7) (6.2) —  — 
Amortization of net actuarial loss (gain) 2.0  2.2  (0.9) (1.0)
Amortization of prior service cost (credit) 0.1  0.1  (0.3) (0.3)
Net periodic benefit cost $ 3.3  $ 5.3  $ 0.3  $ 0.3 
We made direct benefit payments of $1.7 for both the six months ended October 31, 2025 and 2024, respectively.
Note 9: Derivative Financial Instruments
We are exposed to market risks, such as changes in commodity prices, foreign currency exchange rates, and interest rates. To manage the volatility related to these exposures, we enter into various derivative transactions. We have policies in place that define acceptable instrument types we may enter into and establish controls to limit our market risk exposure. By policy, we do not enter into derivative transactions for speculative purposes.
Commodity Derivatives: We enter into commodity derivatives to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, wheat, soybean meal, corn, and edible oils. We also enter into commodity derivatives to manage price risk for energy input costs, including diesel fuel and natural gas. Our derivative instruments generally have maturities of less than one year.
We do not qualify commodity derivatives for hedge accounting treatment, and as a result, the derivative gains and losses are immediately recognized in earnings. Although we do not perform the assessments required to achieve hedge accounting for derivative positions, we believe all of our commodity derivatives are economic hedges of our risk exposure.
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.
14


Foreign Currency Exchange Derivatives: 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 and believe all of our foreign currency derivatives are economic hedges of our risk exposure.
Interest Rate Derivatives: 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.
The following table presents the gross notional value of outstanding derivative contracts.
October 31, 2025 April 30, 2025
Commodity contracts $ 1,281.4  $ 1,698.1 
Foreign currency exchange contracts 88.3  122.4 
The following tables set forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets.
  October 31, 2025
  Other
Current
Assets
Other
Current
Liabilities
Other
Noncurrent
Assets
Other
Noncurrent
Liabilities
Derivatives not designated as hedging instruments:
Commodity contracts $ 13.3  $ 61.9  $ —  $ — 
Foreign currency exchange contracts 1.3  0.2  —  — 
Total derivative instruments $ 14.6  $ 62.1  $ —  $ — 
  April 30, 2025
  Other
Current
Assets
Other
Current
Liabilities
Other
Noncurrent
Assets
Other
Noncurrent
Liabilities
Derivatives not designated as hedging instruments:
Commodity contracts $ 81.5  $ 18.7  $ —  $ — 
Foreign currency exchange contracts 0.8  1.5  —  — 
Total derivative instruments $ 82.3  $ 20.2  $ —  $ — 
We have elected to not offset fair value amounts recognized for our exchange-traded derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements. We are required to maintain cash margin accounts in connection with funding the settlement of our open positions. Our cash margin accounts represented collateral pledged of $90.3 and $37.5 at October 31, 2025, and April 30, 2025, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets. The change in the cash margin accounts is included within investing activities in the Condensed Statements of Consolidated Cash Flows. In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual counterparties. Cash flows associated with the settlement of derivative instruments are classified in the same line item as the cash flows of the related hedged item, which is within operating activities in the Condensed Statements of Consolidated Cash Flows.
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Economic Hedges
The following table presents the net gains and losses recognized in cost of products sold in the Condensed Statements of Consolidated Income (Loss) on derivatives not designated as hedging instruments.
  Three Months Ended October 31, Six Months Ended October 31,
  2025 2024 2025 2024
Derivative gains (losses) on commodity contracts $ 59.8  $ 20.6  $ (167.9) $ (9.4)
Derivative gains (losses) on foreign currency exchange contracts 1.0  1.5  1.6  1.7 
Total derivative gains (losses) recognized in cost of products sold $ 60.8  $ 22.1  $ (166.3) $ (7.7)
Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility.
The following table presents the net change in cumulative unallocated derivative gains and losses.
  Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Net derivative gains (losses) recognized and classified as unallocated $ 60.8  $ 22.1  $ (166.3) $ (7.7)
Less: Net derivative gains (losses) reclassified to segment operating profit (42.2) 10.4  (16.2) 10.6 
Change in net cumulative unallocated derivative gains and losses $ 103.0  $ 11.7  $ (150.1) $ (18.3)
As of October 31, 2025, the net cumulative unallocated derivative losses were $69.3, and at April 30, 2025, the net cumulative unallocated derivative gains were $80.8.
Cash Flow Hedges
The following table presents information on the pre-tax gains and losses recognized on all contracts previously designated as cash flow hedges.
Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Gains (losses) recognized in other comprehensive income (loss) $ —  $ —  $ —  $ — 
Less: Gains (losses) reclassified from accumulated other comprehensive income (loss) to interest expense – net (A)
(3.2) (3.4) (6.3) (6.8)
Change in accumulated other comprehensive income (loss) $ 3.2  $ 3.4  $ 6.3  $ 6.8 
(A)Interest expense – net, as presented in the Condensed Statements of Consolidated Income (Loss) was $98.6 and $98.7 for the three months ended October 31, 2025 and 2024, respectively and, $198.8 and $199.1 for the six months ended October 31, 2025 and 2024. The reclassification includes terminated contracts which were designated as cash flow hedges.
Included as a component of accumulated other comprehensive income (loss) at October 31, 2025 and April 30, 2025, were deferred net pre-tax losses of $111.1 and $117.4, respectively, related to the terminated interest rate contracts associated with the Senior Notes due March 15, 2030 and March 15, 2050, which were terminated in 2020. The related net tax benefit recognized in accumulated other comprehensive income (loss) at October 31, 2025 and April 30, 2025, was $25.8 and $27.3, respectively. Approximately $12.5 of the net pre-tax loss will be recognized over the next 12 months related to the terminated interest rate contracts.
Note 10: Other Financial Instruments and Fair Value Measurements
Financial instruments, other than derivatives, that potentially subject us to significant concentrations of credit risk consist principally of cash investments, short-term borrowings, and trade receivables. The carrying value of these financial instruments approximates fair value. Our remaining financial instruments, with the exception of long-term debt, are recognized at estimated fair value in the Condensed Consolidated Balance Sheets.
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The following table provides information on the carrying amounts and fair values of our financial instruments.
  October 31, 2025 April 30, 2025
  Carrying
Amount
Fair Value Carrying
Amount
Fair Value
Marketable securities and other investments $ 19.9  $ 19.9  $ 20.0  $ 20.0 
Derivative financial instruments – net (47.5) (47.5) 62.1  62.1 
Total long-term debt (7,039.8) (7,098.4) (7,036.8) (7,242.0)
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions.
The following tables summarize the fair values and the levels within the fair value hierarchy in which the fair value measurements fall for our financial instruments.
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value at October 31, 2025
Marketable securities and other investments: (A)
Equity mutual funds $ 4.2  $ —  $ —  $ 4.2 
Municipal obligations —  15.0  —  15.0 
Money market funds 0.7  —  —  0.7 
Derivative financial instruments: (B)
Commodity contracts – net (48.4) (0.2) —  (48.6)
Foreign currency exchange contracts – net 0.1  1.0  —  1.1 
Total long-term debt (C)
(6,408.5) (689.9) —  (7,098.4)
Total financial instruments measured at fair value $ (6,451.9) $ (674.1) $ —  $ (7,126.0)
  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value at April 30, 2025
Marketable securities and other investments: (A)
Equity mutual funds $ 4.0  $ —  $ —  $ 4.0 
Municipal obligations —  15.8  —  15.8 
Money market funds 0.2  —  —  0.2 
Derivative financial instruments: (B)
Commodity contracts – net 62.8  —  —  62.8 
Foreign currency exchange contracts – net —  (0.7) —  (0.7)
Total long-term debt (C)
(6,532.5) (709.5) —  (7,242.0)
Total financial instruments measured at fair value $ (6,465.5) $ (694.4) $ —  $ (7,159.9)
(A)Marketable securities and other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets, municipal obligations valued by a third-party using valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less. Based on the short-term nature of these money market funds, carrying value approximates fair value. As of October 31, 2025, our municipal obligations are scheduled to mature as follows: $1.0 in 2026, $3.9 in 2027, $0.4 in 2028, $2.0 in 2029, $0.6 in 2030, and the remaining $7.1 in 2031 and beyond.
(B)Level 1 commodity and foreign currency exchange derivatives are valued using quoted market prices for identical instruments in active markets. Level 2 commodity and foreign currency exchange derivatives are valued using quoted prices for similar assets or liabilities in active markets. For additional information, see Note 9: Derivative Financial Instruments.
(C)Long-term debt is composed of public Senior Notes classified as Level 1 and the Term Loan classified as Level 2. The public Senior Notes are traded in an active secondary market and valued using quoted prices. The fair value of the Term Loan is based on the net present value of each interest and principal payment calculated utilizing an interest rate derived from an estimated yield curve obtained from independent pricing sources for similar types of term loan borrowing arrangements. For additional information, see Note 7: Debt and Financing Arrangements.
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Note 11: Leases
We lease certain warehouses, manufacturing facilities, office space, equipment, and vehicles, primarily through operating lease agreements. We have elected to not recognize leases with a term of 12 months or less in the Condensed Consolidated Balance Sheets. Instead, we recognize the related lease expense on a straight-line basis over the lease term.
Although the majority of our right-of-use asset and lease liability balances consist of leases with renewal options, these optional periods do not typically impact the lease term as we are not reasonably certain to exercise them. Certain leases also include termination provisions or options to purchase the leased property. Since we are not reasonably certain to exercise these types of options, minimum lease payments do not include any amounts related to these termination or purchase options. Our lease agreements generally do not contain residual value guarantees or restrictive covenants that are material.
We determine if an agreement is or contains a lease at inception by evaluating whether an identified asset exists that we control over the term of the arrangement. A lease commences when the lessor makes the identified asset available for our use. We generally account for lease and non-lease components as a single lease component. Minimum lease payments do not include variable lease payments other than those that depend on an index or rate.
Because the interest rate implicit in the lease cannot be readily determined for the majority of our leases, we utilize our incremental borrowing rate to present value lease payments using information available at the lease commencement date. We consider our credit rating and the current economic environment in determining this collateralized rate.
The following table sets forth the right-of-use assets and lease liabilities recognized in the Condensed Consolidated Balance Sheets.
October 31, 2025 April 30, 2025
Operating lease right-of-use assets $ 155.0  $ 115.4 
Operating lease liabilities:
Current operating lease liabilities $ 35.7  $ 37.5 
Noncurrent operating lease liabilities
125.6  84.1 
Total operating lease liabilities $ 161.3  $ 121.6 
Finance lease right-of-use assets:
Machinery and equipment
$ 23.0  $ 25.4 
Accumulated depreciation
(12.5) (13.5)
Total property, plant, and equipment $ 10.5  $ 11.9 
Finance lease liabilities:
Other current liabilities
$ 3.2  $ 3.3 
Other noncurrent liabilities
8.0  9.2 
Total finance lease liabilities $ 11.2  $ 12.5 
The following table summarizes the components of lease expense.
Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Operating lease cost $ 11.6  $ 12.0  $ 24.0  $ 24.5 
Finance lease cost:
Amortization of right-of-use assets 0.8  0.8  1.7  1.6 
Interest on lease liabilities
0.1  0.1  0.3  0.3 
Variable lease cost 5.5  5.8  11.4  12.3 
Short-term lease cost 10.5  12.7  20.8  23.9 
Total lease cost (A)
$ 28.5  $ 31.4  $ 58.2  $ 62.6 
(A)Total lease cost does not include sublease income which is immaterial for all years presented.
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The following table sets forth cash flow and noncash information related to leases.
Six Months Ended October 31,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$ 23.6  $ 24.1 
Operating cash flows from finance leases 0.3  0.3 
Financing cash flows from finance leases
1.9  1.9 
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases 60.8  2.4 
Finance leases
0.4  2.6 
The following table summarizes the maturity of our lease liabilities by fiscal year.
October 31, 2025
Operating Leases Finance Leases
2026 (remainder of the year) $ 22.8  $ 1.9 
2027 34.5  3.6 
2028 25.5  3.4 
2029 23.9  2.0 
2030 23.7  0.8 
2031 and beyond 58.0  0.5 
Total undiscounted minimum lease payments $ 188.4  $ 12.2 
Less: Imputed interest 27.1  1.0 
Lease liabilities $ 161.3  $ 11.2 
The following table sets forth the weighted average remaining lease term and discount rate.
October 31, 2025 April 30, 2025
Weighted average remaining lease term (in years):
Operating leases
6.2 6.1
Finance leases 3.7 4.0
Weighted average discount rate:
Operating leases 4.8  % 4.6  %
Finance leases
5.1  % 5.0  %
Note 12: Income Taxes

The effective income tax rates for the three months ended October 31, 2025 and 2024, were 24.2 and 136.7 percent, respectively, and for the six months ended October 31, 2025 and 2024, were 24.6 and 48.7, respectively. During the three and six months ended October 31, 2025, the effective income tax rates varied from the U.S. statutory income tax rate of 21.0 percent, primarily due to state income taxes. During the three and six months ended October 31, 2024, the effective income tax rates varied from the U.S. statutory income tax rate of 21.0 percent, primarily due to unfavorable impacts of the classification of the Voortman business as held for sale.
Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an estimated $1.1, primarily as a result of the expiration of statute of limitation periods.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “Act”). The corporate tax changes included in the Act did not have a material impact on our effective income tax rate during the three and six months ended October 31, 2025, and we do not anticipate a material impact on our effective income tax rate in future periods. The Act’s provisions for accelerated tax deductions will reduce our cash income tax requirements for the current year.
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Note 13: Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss), including the reclassification adjustments for items that are reclassified from accumulated other comprehensive income (loss) to net income (loss), are shown below.
Foreign
Currency
Translation
Adjustment
Net Gains (Losses)
on Cash Flow
Hedging
Derivatives (A)
Pension and
Other
Postretirement
Liabilities (B)
Unrealized 
Gain (Loss)
on Available-
for-Sale
Securities
Accumulated
Other
Comprehensive
Income (Loss)
Balance at May 1, 2025 $ (41.7) $ (90.1) $ (53.2) $ 0.5  $ (184.5)
Reclassification adjustments —  6.3  0.9  —  7.2 
Current period credit (charge) (4.3) —  —  0.9  (3.4)
Income tax benefit (expense) —  (1.5) (0.3) (0.2) (2.0)
Balance at October 31, 2025 $ (46.0) $ (85.3) $ (52.6) $ 1.2  $ (182.7)
  Foreign
Currency
Translation
Adjustment
Net Gains (Losses)
on Cash Flow
Hedging
Derivatives (A)
Pension and
Other
Postretirement
Liabilities (B)
Unrealized
Gain (Loss)
on Available-
for-Sale
Securities
Accumulated
Other
Comprehensive
Income (Loss)
Balance at May 1, 2024 $ (39.2) $ (143.1) $ (53.4) $ 1.1  $ (234.6)
Reclassification adjustments —  6.8  1.0  —  7.8 
Current period credit (charge) (10.7) —  —  0.5  (10.2)
Income tax benefit (expense) —  (1.6) (0.3) (0.1) (2.0)
Balance at October 31, 2024 $ (49.9) $ (137.9) $ (52.7) $ 1.5  $ (239.0)
(A)The reclassification from accumulated other comprehensive income (loss) is primarily composed of deferred gains (losses) related to terminated interest rate contracts which were reclassified to interest expense – net. For additional information, see Note 9: Derivative Financial Instruments.
(B)The reclassification from accumulated other comprehensive income (loss) to other income (expense) – net is composed of amortization of net losses and prior service costs. For additional information, see Note 8: Pensions and Other Postretirement Benefits.
Note 14: 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 October 31, 2025. 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 October 31, 2025, 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 (the “Sellers”) under the terms of a Share Purchase Agreement (the “Purchase Agreement”) pursuant to which Hostess Brands acquired Voortman Cookies Limited (“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 the representation and warranty insurance policy (“RWI”) that was purchased in connection with the acquisition. In the third quarter of calendar 2022, the RWI insurers paid Hostess Brands $42.5 CAD (the RWI coverage limit) (the “Proceeds”) related to these breaches.
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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 claims in the Ontario (Canada) Superior Court of Justice (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.
Note 15: Common Shares
The following table sets forth common share information.
October 31, 2025 April 30, 2025
Common shares authorized 300.0  300.0 
Common shares outstanding 106.7  106.4 
Treasury shares 43.8  44.1 
Repurchase Program: During the six months ended October 31, 2025 and 2024, we did not repurchase any common shares under a repurchase plan authorized by the Board of Directors (the “Board”). The shares repurchased during the six months ended October 31, 2025 and 2024, consisted of shares repurchased from stock plan recipients in lieu of cash payments. As of October 31, 2025, approximately 1.1 million common shares remain available for repurchase pursuant to the Board’s authorizations.
Note 16: 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. However, our right to offset balances due from suppliers against our payment obligations is restricted by the agreement for those payment obligations that have been sold by our suppliers. The payment of these obligations is included in cash provided by operating activities in the Condensed Statements of Consolidated Cash Flows. Included in accounts payable in the Condensed Consolidated Balance Sheets as of October 31, 2025, and April 30, 2025, were $248.0 and $340.4 of our outstanding payment obligations, respectively, that were elected and sold to a financial institution by participating suppliers. During the first six months of 2026 and 2025, we paid $679.6 and $818.8, respectively, to a financial institution for payment obligations that were settled through the supplier financing program.
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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 six months ended October 31, 2025 and 2024. 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 half 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, which we anticipate will persist through the remainder of 2026. Further, the higher costs have required price increases across our business, and we anticipate 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.
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Results of Operations
  Three Months Ended October 31, Six Months Ended October 31,
  2025 2024 % Increase (Decrease) 2025 2024 % Increase (Decrease)
Net sales $ 2,330.1  $ 2,271.2  % $ 4,443.4  $ 4,396.3  %
Gross profit $ 869.9  $ 886.1  (2) $ 1,344.6  $ 1,683.3  (20)
% of net sales 37.3  % 39.0  % 30.3  % 38.3  %
Operating income $ 418.5  $ 169.7  147  $ 464.1  $ 519.2  (11)
% of net sales 18.0  % 7.5  % 10.4  % 11.8  %
Net income (loss):
Net income (loss) $ 241.3  $ (24.5) n/m $ 197.4  $ 160.5  23 
Net income (loss) per common share – assuming dilution $ 2.26  $ (0.23) n/m $ 1.85  $ 1.51  23 
Adjusted gross profit (A)
$ 789.9  $ 879.7  (10) $ 1,533.1  $ 1,712.2  (10)
% of net sales 33.9  % 38.7  % 34.5  % 38.9  %
Adjusted operating income (A)
$ 394.3  $ 490.6  (20) $ 764.6  $ 938.5  (19)
% of net sales 16.9  % 21.6  % 17.2  % 21.3  %
Adjusted income: (A)
Income $ 224.3  $ 294.2  (24) $ 427.7  $ 553.7  (23)
Earnings per share – assuming dilution $ 2.10  $ 2.76  (24) $ 4.00  $ 5.19  (23)
(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 October 31, Six Months Ended October 31,
2025 2024 Increase
(Decrease)
% 2025 2024 Increase
(Decrease)
%
Net sales $ 2,330.1  $ 2,271.2  $ 58.9  % $ 4,443.4  $ 4,396.3  $ 47.1  %
Sweet Baked Snacks value brands divestiture —  (14.2) 14.2  —  (29.9) 29.9 
Voortman divestiture
—  (36.3) 36.3  —  (73.4) 73.4 
Foreign currency exchange 1.6  —  1.6  —  1.8  —  1.8  — 
Net sales excluding divestitures and foreign currency exchange (A)
$ 2,331.7  $ 2,220.7  $ 111.0  % $ 4,445.2  $ 4,293.0  $ 152.2  %
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 second quarter of 2026 increased $58.9, or 3 percent, which includes $50.5 of noncomparable net sales in the prior year related to divestitures. Net sales excluding divestitures and foreign currency exchange increased $111.0, or 5 percent. Net price realization contributed 11 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix decreased net sales by 6 percentage points, primarily driven by decreases for coffee, peanut butter, dog snacks, and lapping contract manufacturing sales related to the divested pet food brands in the prior year.
Net sales in the first six months of 2026 increased $47.1, or 1 percent, which includes $103.3 of noncomparable net sales in the prior year related to divestitures. Net sales excluding divestitures and foreign currency exchange increased $152.2, or 4 percent. Net price realization contributed 8 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix decreased net sales by 5 percentage points, primarily driven by decreases for coffee, dog snacks, peanut butter, and lapping contract manufacturing sales related to the divested pet food brands in the prior year.
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Operating Income
The following table presents the components of operating income as a percentage of net sales.
  Three Months Ended October 31, Six Months Ended October 31,
  2025 2024 2025 2024
Gross profit 37.3  % 39.0  % 30.3  % 38.3  %
Selling, distribution, and administrative expenses:
Marketing 6.1  % 5.4  % 5.9  % 5.3  %
Selling 2.6  2.7  3.0  3.1 
Distribution 3.1  3.0  3.2  3.2 
General and administrative 5.3  6.1  5.5  6.2 
Total selling, distribution, and administrative expenses 17.1  % 17.2  % 17.5  % 17.8  %
Amortization 2.2  2.5  2.3  2.5 
Other special project costs 0.2  0.5  0.3  0.4 
Loss (gain) on divestitures – net —  11.5  —  5.9 
Other operating expense (income) – net (0.1) (0.1) (0.2) (0.2)
Operating income 18.0  % 7.5  % 10.4  % 11.8  %
Amounts may not add due to rounding.
Gross profit decreased $16.2, or 2 percent, in the second quarter of 2026, primarily driven by higher commodity costs, unfavorable volume/mix, tariffs, and the noncomparable impact of divestitures, partially offset by higher net price realization and a net favorable impact of derivative gains and losses.
Operating income increased $248.8, or 147 percent, in the second quarter of 2026, primarily driven by lapping the $260.8 pre-tax loss on the Voortman business disposal group classified as held for sale in the prior year, lower amortization expense, and a decrease in other special project costs, partially offset by the decrease in gross profit and an increase in selling, distribution, and administrative (“SD&A”) expenses.
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 $89.8, or 10 percent, as compared to the prior year second quarter, 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 $96.3, or 20 percent, as compared to the prior year second quarter, further reflecting the exclusion of the $260.8 pre-tax loss for the assets held for sale in the prior year, amortization expense, and other special project costs.
Gross profit decreased $338.7, or 20 percent, in the first six months of 2026, primarily driven by higher commodity costs, a net unfavorable impact of derivative gains and losses, unfavorable volume/mix, tariffs, and the noncomparable impact of divestitures, partially offset by higher net price realization.
Operating income decreased $55.1, or 11 percent, in the first six months of 2026, primarily reflecting the decrease in gross profit, partially offset by lapping the $260.8 pre-tax loss on the Voortman business disposal group classified as held for sale in the prior year, lower amortization expense, and decreases in other special project costs and SD&A expenses.
Adjusted gross profit decreased $179.1, or 10 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 $173.9, or 19 percent, as compared to the prior year, further reflecting the exclusion of the $260.8 pre-tax loss for the assets held for sale in the prior year, amortization expense, and other special project costs..
Interest Expense
Net interest expense was comparable to the prior year for the three and six months ended October 31, 2025. For additional information, refer to Note 7: Debt and Financing Arrangements.
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Income Taxes
The effective income tax rates for the three months ended October 31, 2025 and 2024, were 24.2 and 136.7 percent, respectively, and for the six months ended October 31, 2025 and 2024, were 24.6 and 48.7 percent, respectively. During the current year, the effective income tax rates varied from the U.S. statutory income tax rate of 21.0 percent, primarily due to state income taxes. During the prior year, the effective income tax rates varied from the U.S. statutory income tax rate of 21.0 percent, primarily due to unfavorable impacts of the classification of the Voortman business as held for sale. We anticipate a full-year effective income tax rate for 2026 to be approximately 24.2 percent. For additional information, refer to Note 12: 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 six months ended October 31, 2025, and incurred divestiture costs of $0.1 and $0.4 during the three and six months ended October 31, 2024, 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 $8.4, of which $1.6 and $1.9 were recognized during the three and six months ended October 31, 2025, respectively, and $0.8 and $0.9 during the three and six months ended October 31, 2024, 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 $186.0, of which $0.7 and $1.1 were recognized during the three and six months ended October 31, 2025, respectively, and $15.1 and $27.1 were recognized during the three and six months ended October 31, 2024, 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 consolidate operations into other existing facilities by early calendar year 2026 to further optimize operations for our Sweet Baked Snacks segment. We anticipate incurring approximately $75.0 of costs related to these efforts, consisting of $60.0 in noncash charges for accelerated depreciation and $15.0 in employee-related and other transition and termination costs. We have recognized total cumulative costs of $47.9, which included $27.2 and $47.9 of employee-related and other transition and termination costs, during the three and six months ended October 31, 2025, respectively.

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.
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).
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  Three Months Ended October 31, Six Months Ended October 31,
2025 2024 % Increase
(Decrease)
2025 2024 % Increase
(Decrease)
Net sales:
U.S. Retail Coffee $ 848.9  $ 704.0  21  % $ 1,566.1  $ 1,327.4  18  %
U.S. Retail Frozen Handheld and Spreads 461.1  485.2  (5) 945.8  982.0  (4)
U.S. Retail Pet Foods 413.2  445.4  (7) 781.2  845.1  (8)
Sweet Baked Snacks 256.1  315.5  (19) 509.3  649.2  (22)
International and Away From Home 350.8  321.1  641.0  592.6 
Segment profit:
U.S. Retail Coffee $ 154.3  $ 202.7  (24) % $ 288.5  $ 375.3  (23) %
U.S. Retail Frozen Handheld and Spreads 102.1  116.1  (12) 216.4  235.1  (8)
U.S. Retail Pet Foods 124.4  121.4  225.7  236.7  (5)
Sweet Baked Snacks 21.8  70.6  (69) 56.0  145.0  (61)
International and Away From Home 76.4  68.0  12  141.9  116.6  22 
Segment profit margin:
U.S. Retail Coffee 18.2  % 28.8  % 18.4  % 28.3  %
U.S. Retail Frozen Handheld and Spreads 22.1  23.9  22.9  23.9 
U.S. Retail Pet Foods 30.1  27.3  28.9  28.0 
Sweet Baked Snacks 8.5  22.4  11.0  22.3 
International and Away From Home 21.8  21.2  22.1  19.7 
U.S. Retail Coffee
The U.S. Retail Coffee segment net sales increased $144.9 in the second quarter of 2026. Net price realization increased net sales by 27 percentage points, reflecting higher net pricing across the portfolio. Volume/mix decreased net sales by 6 percentage points, primarily reflecting decreases for the Folgers and Dunkin’ brands, partially offset by an increase for the Café Bustelo brand. Segment profit decreased $48.4, primarily reflecting higher commodity costs, tariffs, unfavorable volume/mix, and higher marketing spend, partially offset by higher net price realization.
The U.S. Retail Coffee segment net sales increased $238.7 in the first six 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 5 percentage points, primarily reflecting decreases for the Folgers and Dunkin’ brands, partially offset by an increase for the Café Bustelo brand. Segment profit decreased $86.8, primarily reflecting higher commodity costs, unfavorable volume/mix, tariffs, 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 decreased $24.1 in the second quarter of 2026. Volume/mix decreased net sales by 8 percentage points, primarily reflecting decreases for peanut butter, fruit spreads, and Uncrustables sandwiches. Net price realization contributed 3 percentage points to net sales, primarily reflecting higher net pricing for Uncrustables sandwiches. Segment profit decreased $14.0, primarily driven by unfavorable volume/mix, higher marketing spend, and increased costs, partially offset by higher net price realization and lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility.
The U.S. Retail Frozen Handheld and Spreads segment net sales decreased $36.2 in the first six months of 2026. Volume/mix decreased net sales by 5 percentage points, primarily reflecting decreases for peanut butter and fruit spreads. Net price realization contributed 1 percentage point to net sales, reflecting higher net pricing for Uncrustables sandwiches, partially offset by higher trade spend for peanut butter. Segment profit decreased $18.7, primarily driven by unfavorable volume/mix, higher marketing spend, and increased costs, partially offset by lower pre-production expenses related to the new Uncrustables sandwiches manufacturing facility and higher net price realization.
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U.S. Retail Pet Foods
The U.S. Retail Pet Foods segment net sales decreased $32.2 in the second quarter of 2026. Volume/mix decreased net sales by 8 percentage points, primarily driven by a decrease for dog snacks and lapping contract manufacturing sales related to the divested pet food brands in the prior year. Net price realization contributed 1 percentage point to net sales, reflecting higher net pricing across the portfolio. Segment profit increased $3.0, primarily reflecting lower costs and higher net price realization, partially offset by unfavorable volume/mix.
The U.S. Retail Pet Foods segment net sales decreased $63.9 in the first six months of 2026. Volume/mix decreased net sales by 8 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. Net price realization was neutral to net sales. Segment profit decreased $11.0, primarily reflecting unfavorable volume/mix, partially offset by higher net price realization and lower marketing spend.
Sweet Baked Snacks
The Sweet Baked Snacks segment net sales decreased $59.4 in the second quarter of 2026, inclusive of the impact of $50.5 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 $8.9, or 3 percent. Volume/mix decreased net sales by 2 percentage points, primarily reflecting decreases for snack cakes, private label products, and breakfast, partially offset by an increase for donuts. Net price realization decreased net sales by 1 percentage point, primarily reflecting lower net pricing across the majority of the portfolio. Segment profit decreased $48.8, primarily reflecting higher costs, the impact of noncomparable segment profit in the prior year related to the divested businesses, unfavorable volume/mix, and higher marketing spend.
The Sweet Baked Snacks segment net sales decreased $139.9 in the first six months of 2026, inclusive of the impact of $103.3 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 $36.6, or 7 percent. Volume/mix decreased net sales by 5 percentage points, primarily reflecting decreases for snack cakes and private label products, partially offset by an increase for donuts. Net price realization decreased net sales by 1 percentage point, primarily reflecting lower net pricing for snack cakes. Segment profit decreased $89.0, primarily reflecting higher costs, the impact of noncomparable segment profit in the prior year related to the divested businesses, unfavorable volume/mix, lower net price realization, and higher marketing spend.
International and Away From Home
International and Away From Home net sales increased $29.7 in the second quarter of 2026, including $1.6 of unfavorable foreign currency exchange. Excluding the noncomparable impact of foreign currency exchange, net sales increased $31.3, or 10 percent. Net price realization contributed 9 percentage points to net sales, primarily driven by higher net pricing for coffee. Volume/mix contributed 1 percentage point to net sales, primarily reflecting an increase for Uncrustables sandwiches, partially offset by decreases for coffee, peanut butter, and dog snacks. Segment profit increased $8.4, primarily driven by higher net price realization, lower SD&A expenses, and favorable volume/mix, partially offset by higher costs and tariffs.
International and Away From Home net sales increased $48.4 in the first six months of 2026, including $1.8 of unfavorable foreign currency exchange. Excluding the noncomparable impact of foreign currency exchange, net sales increased $50.2, or 8 percent. Net price realization contributed 9 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, and dog snacks were mostly offset by an increase for Uncrustables sandwiches. Segment profit increased $25.3, primarily driven by higher net price realization, lower SD&A expenses, and favorable volume/mix, partially offset by higher costs and tariffs.
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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 $62.8 at October 31, 2025, compared to $69.9 at April 30, 2025.
The following table presents selected cash flow information.
  Six Months Ended October 31,
  2025 2024
Net cash provided by (used for) operating activities $ 335.9  $ 577.1 
Net cash provided by (used for) investing activities (190.0) (225.7)
Net cash provided by (used for) financing activities (151.7) (363.7)
Net cash provided by (used for) operating activities $ 335.9  $ 577.1 
Additions to property, plant, and equipment (150.6) (210.7)
Free cash flow (A)
$ 185.3  $ 366.4 
(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 $241.2 decrease in cash provided by operating activities in the first six months of 2026 was primarily driven by lower net income adjusted for noncash items in the current year and higher working capital requirements in 2026. The cash required to fund working capital increased compared to the prior year, primarily driven by an increase in cash used for inventories, reflecting higher inventory levels and input cost inflation in the current year, and an increase in cash used for accounts payable due to timing of spend and payments, partially offset by increases in cash related to the timing of settling our derivative instruments and the change in trade receivables due to timing of sales and payments.
Cash used for investing activities in the first six months of 2026 consisted primarily of $150.6 in capital expenditures, primarily reflecting plant maintenance and improvement of our facilities, and an increase of $52.8 in our derivative cash margin account balances. Cash used for investing activities in the first six months of 2025 consisted primarily of $210.7 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 $14.9 in our derivative cash margin account balances.
Cash used for financing activities in the first six months of 2026 consisted primarily of dividend payments of $231.2, partially offset by a net increase in short-term borrowings of $87.4. Cash used for financing activities in the first six months of 2025 consisted primarily of dividend payments of $226.5 and a net decrease in short-term borrowings of $121.6.
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 October 31, 2025, and April 30, 2025, $248.0 and $340.4 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers. During the first six months of 2026 and 2025, we paid $679.6 and $818.8, respectively, to a financial institution for payment obligations that were settled through the supplier financing program.
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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 October 31, 2025. 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 October 31, 2025, 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.
October 31, 2025 April 30, 2025
Short-term borrowings $ 748.2  $ 640.8 
Long-term debt 7,039.8  7,036.8 
Total debt $ 7,788.0  $ 7,677.6 
Shareholders’ equity 6,060.2  6,082.6 
Total capital $ 13,848.2  $ 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 October 31, 2025, we had $748.5 of short-term borrowings outstanding, which were issued under our commercial paper program at a weighted-average interest rate of 4.29 percent.
We are in compliance with all our debt covenants as of October 31, 2025, 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 7: Debt and Financing Arrangements.
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Dividend payments were $231.2 and $226.5 in the first six months of 2026 and 2025, respectively, and dividends declared per share were $2.20 and $2.16 in the first six 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 six months ended October 31, 2025, we did not repurchase any common shares under a repurchase plan authorized by the Board. The shares repurchased during the six months ended October 31, 2025 and 2024, consisted of shares repurchased from stock plan recipients in lieu of cash payments. As of October 31, 2025, 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 October 31, 2025, total cash and cash equivalents of $58.1 was held by our foreign subsidiaries, primarily in Canada. We have not repatriated foreign cash to the U.S. during the first six months of 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 October 31, 2025, 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 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.
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The following table reconciles certain non-GAAP measures to the comparable GAAP financial measure. See page 23 for a reconciliation of net sales adjusted for certain noncomparable items to the comparable GAAP financial measure.
  Three Months Ended October 31, Six Months Ended October 31,
  2025 2024 2025 2024
Gross profit reconciliation:
Gross profit $ 869.9  $ 886.1  $ 1,344.6  $ 1,683.3 
Change in net cumulative unallocated derivative gains and losses (103.0) (11.7) 150.1  18.3 
Cost of products sold – special project costs
23.0  5.3  38.4  10.6 
Adjusted gross profit $ 789.9  $ 879.7  $ 1,533.1  $ 1,712.2 
Operating income reconciliation:
Operating income $ 418.5  $ 169.7  $ 464.1  $ 519.2 
Amortization 50.2  55.8  100.4  111.8 
Loss (gain) on divestitures – net —  260.8  —  260.8 
Change in net cumulative unallocated derivative gains and losses (103.0) (11.7) 150.1  18.3 
Cost of products sold – special project costs
23.0  5.3  38.4  10.6 
Other special project costs 5.6  10.7  11.6  17.8 
Adjusted operating income $ 394.3  $ 490.6  $ 764.6  $ 938.5 
Net income (loss) reconciliation:
Net income (loss) $ 241.3  $ (24.5) $ 197.4  $ 160.5 
Income tax expense 77.1  91.3  64.5  152.3 
Amortization 50.2  55.8  100.4  111.8 
Loss (gain) on divestitures – net —  260.8  —  260.8 
Change in net cumulative unallocated derivative gains and losses (103.0) (11.7) 150.1  18.3 
Cost of products sold – special project costs 23.0  5.3  38.4  10.6 
Other special project costs 5.6  10.7  11.6  17.8 
Other expense – special project costs 0.9  —  0.9  — 
Adjusted income before income taxes $ 295.1  $ 387.7  $ 563.3  $ 732.1 
Income taxes, as adjusted 70.8  93.5  135.6  178.4 
Adjusted income $ 224.3  $ 294.2  $ 427.7  $ 553.7 
Weighted-average shares – assuming dilution 106.9  106.7  106.9  106.6 
Adjusted earnings per share – assuming dilution $ 2.10  $ 2.76  $ 4.00  $ 5.19 
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
(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 October 31, 2025, 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.
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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 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 October 31, 2025, would increase the fair value of our long-term debt by $556.1.
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.
October 31, 2025 April 30, 2025
High $ 113.5  $ 112.7 
Low (30.0) 20.0 
Average 40.1  49.6 
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 October 31, 2025, 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 October 31, 2025, a hypothetical 10 percent change in exchange rates would not materially impact the fair value.
Revenues from customers outside the U.S., subject to foreign currency exchange, represented 4 percent of net sales during the six months ended October 31, 2025. 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.
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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;
•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, 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, changes in consumer preferences, consumer or other litigation, actions by the FDA 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, including tariffs, food ingredients, food labeling, and food accessibility;
•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.
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Item 4. Controls and Procedures.
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 October 31, 2025 (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 that occurred during the quarter ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Information required for Part II, Item 1 is incorporated by reference to the discussion in Note 14: Contingencies in Part I, Item 1 in this Quarterly Report on Form 10-Q.
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, 2025, 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 second quarter of 2026, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the 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
August 1, 2025 - August 31, 2025 $ 111.55  —  1,111,472 
September 1, 2025 - September 30, 2025 3,380  108.90  —  1,111,472 
October 1, 2025 - October 31, 2025 323  106.99  —  1,111,472 
Total 3,711  $ 108.74  —  1,111,472 
 
(a)Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.
(d)    As of October 31, 2025, there were approximately 1.1 million common shares remaining available for repurchase pursuant to the Board’s authorizations.
Item 5. Other Information.
(c) Trading Plans
During the first six months of 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.
Item 6. Exhibits.
See the Index of Exhibits that appears on Page No. 37 of this report.
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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.
 
November 25, 2025
THE J. M. SMUCKER COMPANY
/s/ Mark T. Smucker
By: MARK T. SMUCKER
Chief Executive Officer and Chair of the Board
/s/ Tucker H. Marshall
By: TUCKER H. MARSHALL
Chief Financial Officer

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INDEX OF EXHIBITS

The following exhibits are either attached or incorporated herein by reference to another filing with the SEC.
Exhibit Number Exhibit Description
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 October 31, 2025, formatted in Inline XBRL
* Identifies exhibits that consist of a management contract or compensatory plan or arrangement.




37

EX-10.1 2 sjm20251031-10qex101.htm EX-10.1 Document

Exhibit 10.1



COMMERCIAL PAPER DEALER AGREEMENT
4(a)(2) PROGRAM

between

THE J. M. SMUCKER COMPANY,
as Issuer
and

[___________],
as Dealer

Concerning Notes to be issued pursuant to an Issuing and Paying Agent Agreement dated as of August 1, 2014 between the Issuer and U.S. Bank National Association, as Issuing and Paying Agent, as amended by Amendment No. 1 thereto dated as of September 1, 2017

Dated as of September 26, 2025





Commercial Paper Dealer Agreement
4(a)(2) Program
This Commercial Paper Dealer Agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
    Certain terms used in this Agreement are defined in Section 6 hereof.
    The Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum, are hereby incorporated into this Agreement and made fully a part hereof.
1.Offers, Sales and Resales of Notes.

1.1    While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.
1.2    So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith. In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.
1.3    The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 270 days from the date of issuance and may have such terms as are specified in Exhibit C hereto or the Private Placement Memorandum. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”
1.4    The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agent Agreement, and the Notes shall be either individual physical certificates or book-entry notes evidenced by one or more Master Notes, in the form or forms annexed to the Issuing and Paying Agent Agreement.
3






1.5    If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agent Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.
1.6    The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:
(a)Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.
(b)Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.
(c)No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, without the prior written approval of the Dealer, the Issuer shall not issue any press release, make any other statement to any member of the press making reference to the Notes, the offer or sale of the Notes or this Agreement or place or publish any “tombstone” or other advertisement relating to the Notes or the offer or sale thereof. To the extent permitted by applicable securities laws, the Issuer shall (i) omit the name of the Dealer from any publicly available filing by the Issuer that makes reference to the Notes, the offer or sale of the Notes or this Agreement, (ii) not include a copy of this Agreement in any such filing or as an exhibit thereto, and (iii) redact the Dealer's name and any contact or other information that could identify the Dealer from any agreement or other information included in such filing. Further, the Issuer shall not file with the SEC a notice on Form D in accordance with Rule 503 under the Securities Act in connection with the offering and/or sale of the Notes.
(d)No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 principal or face amount of Notes.
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(e)Offers and sales of the Notes by the Issuer through the Dealer acting as agent for the Issuer shall be made in accordance with Section 4(a)(2) of the Securities Act, and shall be subject to the restrictions described in the legend appearing in Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.
(f)The Dealer shall make available to each purchaser of Notes for which it has acted as the dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously had made available to it a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.
(g)The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
(h)In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.
(i)The Issuer represents that it is not currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.
1.7        The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:
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(a)The Issuer hereby confirms to the Dealer that (except as permitted by Section 1.6(i)) within the preceding six months neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has offered or sold any Notes, or any substantially similar security of the Issuer (including, without limitation, medium-term notes issued by the Issuer), to, or solicited offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof. The Issuer also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the other dealers referred to in Section 1.2 hereof as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof (except as contemplated by Section 1.2 hereof) will offer the Notes or any substantially similar security of the Issuer for sale to, or solicit offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof, it being understood that such agreement is made with a view to bringing the offer and sale of the Notes within the exemption provided by Section 4(a)(2) of the Securities Act and shall survive any termination of this Agreement. The Issuer hereby represents and warrants that it has not taken or omitted to take, and will not take or omit to take, any action that would cause the offering and sale of Notes hereunder to be integrated with any other offering of securities, whether such offering is made by the Issuer or some other party or parties.
(b)The Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. In the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer at least five business days’ prior written notice to that effect. The Issuer shall also give the Dealer prompt notice of the actual date that it commences to purchase securities with the proceeds of the Notes. Thereafter, in the event that the Dealer purchases Notes as principal and does not resell such Notes on the day of such purchase, to the extent necessary to comply with Regulation T and the interpretations thereunder, the Dealer will sell such Notes either (i) only to offerees it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers it reasonably believes are acting for other Qualified Institutional Buyers, in each case in accordance with Rule 144A, or (ii) in a manner which would not cause a violation of Regulation T and the interpretations thereunder.
2.Representations and Warranties of the Issuer.

    The Issuer represents and warrants that:
2.1The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agent Agreement.
2.2This Agreement and the Issuing and Paying Agent Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
2.3The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agent Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
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2.4The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.
2.5The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer.
2.6No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agent Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.
2.7Neither the execution and delivery of this Agreement and the Issuing and Paying Agent Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agent Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agent Agreement.
2.8There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agent Agreement.
2.9The Issuer is not an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
2.10Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
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2.11Neither the Issuer nor any of its subsidiaries nor any director, officer, or employee of the Issuer or any of its subsidiaries nor, to the knowledge of the Issuer, any agent, affiliate or other person associated with or acting on behalf of the Issuer or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Issuer and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
2.12The operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions where the Issuer or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Issuer, threatened.
2.13Neither the Issuer nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Issuer, any agent, or affiliate or other person associated with or acting on behalf of the Issuer or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or any of its subsidiaries located, organized or resident in a country, region or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic and any other Covered Region of Ukraine as may be identified by the Secretary of the Treasury, in consultation with the Secretary of State, pursuant to Executive Order 14065, Cuba, Iran and North Korea (each, a “Sanctioned Country”); and the Issuer will not directly or indirectly use the proceeds of the offering of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. In the preceding 3 years, the Issuer and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country in violation of any applicable Sanctions.
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2.14The Issuer and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Issuer and its subsidiaries as currently conducted, and are, to the knowledge of the Issuer and its subsidiaries, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Issuer and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and neither the Issuer nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Issuer and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, in each case, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agent Agreement.
2.15Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer which has not been disclosed to the Dealer in writing and (iv) the Issuer is not in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agent Agreement.
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3.Covenants and Agreements of the Issuer.

    The Issuer covenants and agrees that:
3.1The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agent Agreement, including a complete copy of any such amendment, modification or waiver.
3.2The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise), operations or business prospects or any development or occurrence in relation to the Issuer that would be material to holders of the Notes or potential holders of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the Issuer’s securities by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.
3.3The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer to any national securities exchange or rating agency, regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.
3.4The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.5The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agent Agreement, at any time that any of the Notes are outstanding.
3.6The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) one or more opinions of counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agent Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agent Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a Master Note, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed Master Note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying Agent Agreement) and (f) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.
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3.7The Issuer shall reimburse the Dealer for all of the Dealer’s out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.
3.8Without limiting any obligation of the Issuer pursuant to this Agreement to provide the Dealer with credit and financial information, the Issuer hereby acknowledges and agrees that the Dealer may share the Company Information and any other information or matters relating to the Issuer or the transactions contemplated hereby with affiliates of the Dealer, and that such affiliates may likewise share information relating to the Issuer or such transactions with the Dealer.
4.Disclosure.

4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.
4.2The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available.
4.3The Issuer further agrees that:
(a) The Issuer shall notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
(b)In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer.
(c)In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer.
5.Indemnification and Contribution.

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5.1The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement. This indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information.
1.1.
5.2Provisions relating to claims made for indemnification under this Section 5 are set forth in Exhibit B to this Agreement.
5.3In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees, although applicable in accordance with the terms of this Section 5, the Issuer shall contribute to the aggregate costs incurred by the Dealer in connection with any Claim in the proportion of the respective economic interests of the Issuer and the Dealer; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees earned by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates. The respective economic interests shall be calculated by reference to the aggregate proceeds to the Issuer of the Notes issued hereunder and the aggregate commissions and fees earned by the Dealer hereunder.
6.Definitions.

6.1“Anti-Money Laundering Laws” shall have the meaning set forth in Section 2.12.

6.2“BHC Act Affiliate” shall have the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
6.3“Claim” shall have the meaning set forth in Section 5.1.
6.4“Company Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes.
6.5“Covered Entity” shall mean any of the following:
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(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
6.6“Current Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(a).
6.7“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.
6.8“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
6.9“DTC” shall mean The Depository Trust Company.
6.10“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
6.11“Indemnitee” shall have the meaning set forth in Section 5.1.
6.12“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
6.13“Issuing and Paying Agent Agreement” shall mean the issuing and paying agent agreement described on the cover page of this Agreement, or any replacement thereof, as such agreement may be amended or supplemented from time to time.
6.14“Issuing and Paying Agent” shall mean the party designated as such on the cover page of this Agreement, or any successor thereto or replacement thereof, as issuing and paying agent under the Issuing and Paying Agent Agreement.
6.15“Master Note” shall mean a master note registered in the name of DTC or its nominee.
6.16“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.
6.17“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).
6.18“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.
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6.19“Replacement” shall have the meaning set forth in Section 7.9(a).
6.20“Replacement Issuing and Paying Agent” shall have the meaning set forth in Section 7.9(a).
6.21“Replacement Issuing and Paying Agent Agreement” shall have the meaning set forth in Section 7.9(a).
6.22“Rule 144A” shall mean Rule 144A under the Securities Act.
6.23“Sanctioned Country” shall have the meaning set forth in Section 2.13.
6.24“Sanctions” shall have the meaning set forth in Section 2.13.
6.25“SEC” shall mean the U.S. Securities and Exchange Commission.
6.26“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
6.27“U.S. Special Resolution Regime” shall mean each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
7.    General.
7.1Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.
7.2This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.
7.3(a) The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(b) The Issuer hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally, for itself and in respect of its properties, assets and revenues, with respect to any suit, action or proceeding in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes.
7.4This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.
7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer.
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7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Each party to this Agreement agrees that the other party may execute its counterpart of this Agreement by (i) an “electronic signature”, whether digital or encrypted, to the maximum extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Electronic Signatures and Records Act of New York, or any similar state laws based on the Uniform Electronic Transactions Act or (ii) an electronic transmission (including electronic mail in portable document format (pdf.) form), or other electronic means that reproduces an image of a manually-signed counterpart or (iii) a digital signature transmitted through DocuSign, Adobe Sign or any other secure portal for digitized signature of documents that complies with the U.S. federal ESIGN Act of 2000. Any such counterpart shall be effective to the same extent as delivery of a manually executed counterpart of this Agreement and treated as an original manually executed counterpart for all purposes of this Agreement.
7.7Except as provided in Section 5 with respect to non-party Indemnitees, this Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever; provided, however, that Section 7.3(b) is hereby specifically and expressly acknowledged to also be for the benefit of the holders from time to time of the Notes, as third-party beneficiaries.
7.8The Issuer acknowledges and agrees that (i) purchases and sales, or placements, of the Notes pursuant to this Agreement, including the determination of any prices for the Notes and Dealer compensation, are arm's-length commercial transactions between the Issuer and the Dealer, (ii) in connection therewith and with the process leading to such transactions, the Dealer is acting solely as a principal and not the agent (except to the extent explicitly set forth herein) or fiduciary of the Issuer or any of its affiliates, (iii) the Dealer has not assumed an advisory or fiduciary responsibility in favor of the Issuer or any of its affiliates with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Dealer has advised or is currently advising the Issuer or any of its affiliates on other matters) or any other obligation to the Issuer or any of its affiliates except the obligations expressly set forth in this Agreement, (iv) the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement, (v) the Dealer and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and that the Dealer has no obligation to disclose any of those interests by virtue of any advisory or fiduciary relationship, (vi) the Dealer has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated hereby, and (vii) the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate. The Issuer agrees that it will not claim that the Dealer has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer, in connection with such transactions or the process leading thereto. Any review by the Dealer of the Issuer, the transactions contemplated hereby or other matters relating to such transactions shall be performed solely for the benefit of the Dealer and shall not be on behalf of the Issuer. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Dealer with respect to the subject matter hereof. The Issuer hereby waives and releases, to the fullest extent permitted by law, any claims the Issuer may have against the Dealer with respect to any breach or alleged breach of fiduciary duty.
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7.9(a) The parties hereto agree that the Issuer may, in accordance with the terms of this Section 7.9, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agent Agreement”) (any such replacement, a “Replacement”).
(b) From and after the effective date of any Replacement, (i) to the extent that the Issuing and Paying Agent Agreement provides that the Current Issuing and Paying Agent will continue to act in respect of Notes outstanding as of the effective date of such Replacement (the “Outstanding Notes”), then (A) the “Issuing and Paying Agent” for the Notes shall be deemed to be the Current Issuing and Paying Agent, in respect of the Outstanding Notes, and the Replacement Issuing and Paying Agent, in respect of Notes issued on or after the Replacement, (B) all references to the “Issuing and Paying Agent” hereunder shall be deemed to refer to the Current Issuing and Paying Agent in respect of the Outstanding Notes, and the Replacement Issuing and Paying Agent in respect of Notes issued on or after the Replacement, and (C) all references to the “Issuing and Paying Agent Agreement” hereunder shall be deemed to refer to the existing Issuing and Paying Agent Agreement, in respect of the Outstanding Notes, and the Replacement Issuing and Paying Agent Agreement, in respect of Notes issued on or after the Replacement; and (ii) to the extent that the Issuing and Paying Agent Agreement does not provide that the Current Issuing and Paying Agent will continue to act in respect of the Outstanding Notes, then (A) the “Issuing and Paying Agent” for the Notes shall be deemed to be the Replacement Issuing and Paying Agent, (B) all references to the “Issuing and Paying Agent” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agent, and (C) all references to the “Issuing and Paying Agent Agreement” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agent Agreement.
(c) From and after the effective date of any Replacement, the Issuer shall not issue any Notes hereunder unless and until the Dealer shall have received: (i) a copy of the executed Replacement Issuing and Paying Agent Agreement, (ii) a copy of the executed Letter of Representations among the Issuer, the Replacement Issuing and Paying Agent and DTC or a copy of the executed Swing Letter from the Replacement Issuing and Paying Agent to DTC, as applicable, as required by DTC, (iii) a copy of each executed Master Note authenticated by the Replacement Issuing and Paying Agent and registered in the name of DTC or its nominee, (iv) an amendment or supplement to or replacement of the Private Placement Memorandum describing the Replacement Issuing and Paying Agent as the Issuing and Paying Agent for the Notes, and reflecting any other changes thereto necessary in light of the Replacement so that the Private Placement Memorandum, as amended , supplemented or replaced, satisfies the requirements of this Agreement, (v) a legal opinion of counsel to the Issuer, addressed to the Dealer, in form and substance reasonably satisfactory to the Dealer and (vi) such other matters as the Dealer may reasonably request.
7.10Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that:
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(a) In the event that the Dealer that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Dealer of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that the Dealer that is a Covered Entity or a BHC Act Affiliate of the Dealer becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the Dealer are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
[Signatures Commence on the Following Page]


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.
The J. M. Smucker Company, as Issuer
[______________], as Dealer
By:    
By:    
Name:    
Name:    
Title:    
Title:    











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Addendum
The following additional clauses shall apply to the Agreement and be deemed a part thereof.
1.The other dealers referred to in clause (b) of Section 1.2 of the Agreement are:
[______________].
2.The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:

For the Issuer:

        Address:        One Strawberry Lane
                    Orrville, OH 44667
        Attention:        Treasurer
        Telephone number:    (330) 684-3000
        Fax number:        (330) 684-3112

For the Dealer:

        Address:        [______________]
        Attention:        [______________]
        Telephone number:    [______________]
        E-Mail:            [______________]


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Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR THAT IS (1) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) AND (2) EITHER (i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN SUCH A BANK, SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO A PERSON DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (EACH, A “PLACEMENT AGENT”), NEITHER OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

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Exhibit B
Further Provisions Relating to Indemnification

5.1     The Issuer agrees to reimburse each Indemnitee for all expenses (including reasonable fees and disbursements of internal and external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5 of the Agreement (whether or not it is a party to any such proceedings).
5.2     Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission to so notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission to so notify the Issuer will not relieve it from liability which it may have to an Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; provided that if the defendants in any such Claim include both the Indemnitee and the Issuer, and the Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnitee. Upon receipt of notice from the Issuer to such Indemnitee of the Issuer’s election to assume the defense of such Claim and approval by the Indemnitee of counsel, the Issuer will not be liable to such Indemnitee for expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to an Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee. The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnitee from all liability arising out of such Claim and (ii) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnitee.
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Exhibit C
Statement of Terms for Interest-Bearing Commercial Paper Notes of
The J. M. Smucker Company
THE PROVISIONS SET FORTH BELOW ARE QUALIFIED TO THE EXTENT APPLICABLE BY THE TRANSACTION SPECIFIC PRIVATE PLACEMENT MEMORANDUM SUPPLEMENT (THE “SUPPLEMENT”) (IF ANY) SENT TO EACH PURCHASER AT THE TIME OF THE TRANSACTION.
1.    General. (a) The obligations of the Issuer to which these terms apply (each a “Note”) are represented by one or more master notes issued in the name of The Depository Trust Company (“DTC”) or its nominee (each, a “Master Note”), which include the terms and provisions for the Issuer's Interest-Bearing Commercial Paper Notes that are set forth in this Statement of Terms, since this Statement of Terms constitutes an integral part of the Underlying Records as defined and referred to in each Master Note.
(b) “Business Day” means any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, executive order or regulation to be closed in New York City and, with respect to LIBOR Notes (as defined below) is also a London Business Day. “London Business Day” means, a day, other than a Saturday or Sunday, on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
2.    Interest. (a) Each Note will bear interest at a fixed rate (a “Fixed Rate Note”) or at a floating rate (a “Floating Rate Note”).
(b)    The Supplement sent to each holder of such Note will describe the following terms: (i) whether such Note is a Fixed Rate Note or a Floating Rate Note and whether such Note is an Original Issue Discount Note (as defined below); (ii) the date on which such Note will be issued (the “Issue Date”); (iii) the Stated Maturity Date (as defined below); (iv) if such Note is a Fixed Rate Note, the rate per annum at which such Note will bear interest, if any, and the Interest Payment Dates; (v) if such Note is a Floating Rate Note, the Base Rate, the Index Maturity, the Interest Reset Dates, the Interest Payment Dates and the Spread and/or Spread Multiplier, if any (all as defined below), and any other terms relating to the particular method of calculating the interest rate for such Note; and (vi) any other terms applicable specifically to such Note. “Original Issue Discount Note” means a Note which has a stated redemption price at the Stated Maturity Date that exceeds its Issue Price by more than a specified de minimis amount and which the Supplement indicates will be an “Original Issue Discount Note”.
(c)    Each Fixed Rate Note will bear interest from its Issue Date at the rate per annum specified in the Supplement until the principal amount thereof is paid or made available for payment. Interest on each Fixed Rate Note will be payable on the dates specified in the Supplement (each an “Interest Payment Date” for a Fixed Rate Note) and on the Maturity Date (as defined below). Interest on Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months.
If any Interest Payment Date or the Maturity Date of a Fixed Rate Note falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be payable on the next succeeding Business Day, and no additional interest will accrue in respect of the payment made on that next succeeding Business Day.
(d)    The interest rate on each Floating Rate Note for each Interest Reset Period (as defined below) will be determined by reference to an interest rate basis (a “Base Rate”) plus or minus a number of basis points (one basis point equals one-hundredth of a percentage point) (the “Spread”), if any, and/
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or multiplied by a certain percentage (the “Spread Multiplier”), if any, until the principal thereof is paid or made available for payment. The Supplement will designate which of the following Base Rates is applicable to the related Floating Rate Note: (a) the CD Rate (a “CD Rate Note”), (b) the Commercial Paper Rate (a “Commercial Paper Rate Note”), (c) the Federal Funds Rate (a “Federal Funds Rate Note”), (d) LIBOR (a “LIBOR Note”), (e) the Prime Rate (a “Prime Rate Note”), (f) the Treasury Rate (a “Treasury Rate Note”) or (g) such other Base Rate as may be specified in such Supplement.
The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly or semi-annually (the “Interest Reset Period”). The date or dates on which interest will be reset (each an “Interest Reset Date”) will be, unless otherwise specified in the Supplement, in the case of Floating Rate Notes which reset daily, each Business Day, in the case of Floating Rate Notes (other than Treasury Rate Notes) that reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes that reset weekly, the Tuesday of each week; in the case of Floating Rate Notes that reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes that reset quarterly, the third Wednesday of March, June, September and December; and in the case of Floating Rate Notes that reset semiannually, the third Wednesday of the two months specified in the Supplement. If any Interest Reset Date for any Floating Rate Note is not a Business Day, such Interest Reset Date will be postponed to the next day that is a Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Interest on each Floating Rate Note will be payable monthly, quarterly or semiannually (the “Interest Payment Period”) and on the Maturity Date. Unless otherwise specified in the Supplement, and except as provided below, the date or dates on which interest will be payable (each an “Interest Payment Date” for a Floating Rate Note) will be, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; in the case of Floating Rate Notes with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December; and in the case of Floating Rate Notes with a semiannual Interest Payment Period, on the third Wednesday of the two months specified in the Supplement. In addition, the Maturity Date will also be an Interest Payment Date.
If any Interest Payment Date for any Floating Rate Note (other than an Interest Payment Date occurring on the Maturity Date) would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such maturity.
Interest payments on each Interest Payment Date for Floating Rate Notes will include accrued interest from and including the Issue Date or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, such Interest Payment Date. On the Maturity Date, the interest payable on a Floating Rate Note will include interest accrued to, but excluding, the Maturity Date. Accrued interest will be calculated by multiplying the principal amount of a Floating Rate Note by an accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such day will be computed by dividing the interest rate applicable to such day by 360, in the cases where the Base Rate is the CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime Rate, or by the actual number of days in the year, in the case where the Base Rate is the Treasury Rate.
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The interest rate in effect on each day will be (i) if such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date (as defined below) pertaining to such Interest Reset Date, or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date, subject in either case to any adjustment by a Spread and/or a Spread Multiplier.
The “Interest Determination Date” where the Base Rate is the CD Rate or the Commercial Paper Rate will be the second Business Day next preceding an Interest Reset Date. The Interest Determination Date where the Base Rate is the Federal Funds Rate or the Prime Rate will be the Business Day next preceding an Interest Reset Date. The Interest Determination Date where the Base Rate is LIBOR will be the second London Business Day next preceding an Interest Reset Date. The Interest Determination Date where the Base Rate is the Treasury Rate will be the day of the week in which such Interest Reset Date falls when Treasury Bills are normally auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is held on the following Tuesday or the preceding Friday. If an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.
The “Index Maturity” is the period to maturity of the instrument or obligation from which the applicable Base Rate is calculated.
The “Calculation Date,” where applicable, shall be the earlier of (i) the tenth calendar day following the applicable Interest Determination Date or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date.
All times referred to herein reflect New York City time, unless otherwise specified.
The Issuer shall specify in writing to the Issuing and Paying Agent which party will be the calculation agent (the “Calculation Agent”) with respect to the Floating Rate Notes. The Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date with respect to such Floating Rate Note to the Issuing and Paying Agent as soon as the interest rate with respect to such Floating Rate Note has been determined and as soon as practicable after any change in such interest rate.
All percentages resulting from any calculation on Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five-one millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation on Floating Rate Notes will be rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a foreign currency, to the nearest unit (with one-half cent or unit being rounded upwards).
CD Rate Notes
“CD Rate” means the rate on any Interest Determination Date for negotiable certificates of deposit having the Index Maturity as published by the Board of Governors of the Federal Reserve System (the “FRB”) in “Statistical Release H.15(519), Selected Interest Rates” or any successor publication of the FRB (“H.15(519)”) under the heading “CDs (Secondary Market)”.
If the above rate is not published in H.15(519) by 3:00 p.m. on the Calculation Date, the CD Rate will be the rate on such Interest Determination Date set forth in the daily update of H.15(519), available through the world wide website of the FRB at http://www.federalreserve.gov/releases/hl 5/Update, or any successor site or publication or other recognized electronic source used for the purpose of displaying the applicable rate (“H.15 Daily Update”) under the caption “CDs (Secondary Market)”.
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If such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m. on the Calculation Date, the Calculation Agent will determine the CD Rate to be the arithmetic mean of the secondary market offered rates as of 10:00 a.m. on such Interest Determination Date of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation Agent for negotiable U.S. dollar certificates of deposit of major United States money center banks of the highest credit standing in the market for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity in the denomination of $5,000,000.
If the dealers selected by the Calculation Agent are not quoting as set forth above, the CD Rate will remain the CD Rate then in effect on such Interest Determination Date.
Commercial Paper Rate Notes
“Commercial Paper Rate” means the Money Market Yield (calculated as described below) of the rate on any Interest Determination Date for commercial paper having the Index Maturity, as published in H.15(519) under the heading “Commercial Paper-Nonfinancial”.
If the above rate is not published in H.15(519) by 3:00 p.m. on the Calculation Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the Index Maturity as published in H.15 Daily Update under the heading “Commercial Paper-Nonfinancial”.
If by 3:00 p.m. on such Calculation Date such rate is not published in either H.15(519) or H.15 Daily Update, then the Calculation Agent will determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m. on such Interest Determination Date of three leading dealers of U.S. dollar commercial paper in New York City selected by the Calculation Agent for commercial paper of the Index Maturity placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization.
If the dealers selected by the Calculation Agent are not quoting as mentioned above, the Commercial Paper Rate with respect to such Interest Determination Date will remain the Commercial Paper Rate then in effect on such Interest Determination Date.
“Money Market Yield” will be a yield calculated in accordance with the following formula:
Money Market Yield = D x 36 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and "M" refers to the actual number of days in the interest period for which interest is being calculated.

Federal Funds Rate Notes
“Federal Funds Rate” means the rate on any Interest Determination Date for federal funds as published in H.15(519) under the heading “Federal Funds (Effective)” and displayed on Reuters Screen FEDFUNDS1 Page under the heading “EFFECT” (or any successor service) (or any other page as may replace the specified page on that service) (“Reuters Page FEDFUNDS1”).
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If the above rate does not appear on Reuters Page FEDFUNDSl or is not so published by 3:00
p.m. on the Calculation Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published in H.15 Daily Update under the heading “Federal Funds/(Effective)”.
If such rate is not published as described above by 3:00 p.m. on the Calculation Date, the Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds arranged by each of three leading brokers of Federal Funds transactions in New York City selected by the Calculation Agent prior to 9:00 a.m. on such Interest Determination Date.
If the brokers selected by the Calculation Agent are not quoting as mentioned above, the Federal Funds Rate will remain the Federal Funds Rate then in effect on such Interest Determination Date.
LIBOR Notes
The London Interbank offered rate (“LIBOR”) means, with respect to any Interest Determination Date, the rate for deposits in U.S. dollars having the Index Maturity that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on such Interest Determination Date.
If no rate appears, LIBOR will be determined on the basis of the rates at approximately 11:00 a.m., London time, on such Interest Determination Date at which deposits in U.S. dollars are offered to prime banks in the London interbank market by four major banks in such market selected by the Calculation Agent for a term equal to the Index Maturity and in principal amount equal to an amount that in the Calculation Agent's judgment is representative for a single transaction in U.S. dollars in such market at such time (a “Representative Amount”). The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such interest period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New York City, on such Interest Determination Date by three major banks in New York City, selected by the Calculation Agent, for loans in U.S. dollars to leading European banks, for a term equal to the Index Maturity and in a Representative Amount; provided, however, that if fewer than three banks so selected by the Calculation Agent are providing such quotations, the then existing LIBOR rate will remain in effect for such Interest Payment Period.
“Designated LIBOR Page” means the display on the Reuters 3000 Xtra Service, or any successor service, on the “LIBORO1” page or “LIBOR02” page or any replacement page or pages on which London interbank offered rates of major banks for U.S. dollars are displayed.
Prime Rate Notes
“Prime Rate” means the rate on any Interest Determination Date as published in H.15(519) under the heading “Bank Prime Loan”.
If the above rate is not published in H.15(519) prior to 3:00 p.m. on the Calculation Date, then the Prime Rate will be the rate on such Interest Determination Date as published in H.15 Daily Update opposite the caption “Bank Prime Loan”.
If the rate is not published prior to 3:00 p.m. on the Calculation Date in either H.15(519) or H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as defined below) as such bank's prime rate or base lending rate as of 11:00 a.m., on that Interest Determination Date.
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If fewer than four such rates referred to above are so published by 3:00 p.m. on the Calculation Date, the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on such Interest Determination Date by three major banks in New York City selected by the Calculation Agent.
If the banks selected are not quoting as mentioned above, the Prime Rate will remain the Prime Rate in effect on such Interest Determination Date.
“Reuters Screen US PRIME 1 Page” means the display designated on the Reuters 3000 Xtra Service, or any successor service, on the US PRIME 1 page, or any replacement page or pages on which prime rates or base lending rates of major U.S. banks are displayed.
Treasury Rate Notes
“Treasury Rate” means:
(1)    the rate from the auction held on the Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index
Maturity specified in the Supplement under the caption “INVESTMENT RATE” on the display on Reuters Screen USAUCTIONI O or USAUCTIONI 1 page (or any other page as may replace that page on that service or a successor service), or
(2)    if the rate referred to in clause (1) is not so published by 3:00 p.m. on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the rate for the applicable Treasury Bills as published in H.15 Daily Update, under the caption “U.S.
Government Securities/Treasury Bills/Auction High”, or
(3)    if the rate referred to in clause (2) is not so published by 3:00 p.m. on the related Calculation Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills as announced by the United States Department of the Treasury, or
(4)    if the rate referred to in clause (3) is not so announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the particular Interest Determination Date of the applicable Treasury Bills as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or
(5)    if the rate referred to in clause (4) not so published by 3:00 p.m. on the related Calculation Date, the rate on the particular Interest Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market”, or
(6)    if the rate referred to in clause (5) is not so published by 3:00 p.m. on the related Calculation Date, the rate on the particular Interest Determination Date calculated by the Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m. on that Interest Determination Date, of three primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the Supplement, or
(7)    if the dealers so selected by the Calculation Agent are not quoting as mentioned in clause (6), the Treasury Rate in effect on the particular Interest Determination Date.
27






“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield = D x N 100
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the case may be, and "M" refers to the actual number of days in the applicable Interest Reset Period.
3.    Final Maturity. The Stated Maturity Date for any Note will be the date so specified in the Supplement, which shall be no later than 270 days from the date of issuance. On its Stated
Maturity Date, or any date prior to the Stated Maturity Date on which the particular Note becomes due and payable by the declaration of acceleration, each such date being referred to as a Maturity Date, the principal amount of each Note, together with accrued and unpaid interest thereon, will be immediately due and payable.
4.    Events of Default. The occurrence of any of the following shall constitute an “Event of Default” with respect to a Note: (i) default in any payment of principal of or interest on such Note (including on a redemption thereof); (ii) the Issuer makes any compromise arrangement with its creditors generally including the entering into any form of moratorium with its creditors generally; (iii) a court having jurisdiction shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or there shall be appointed a receiver, administrator, liquidator, custodian, trustee or sequestrator (or similar officer) with respect to the whole or substantially the whole of the assets of the Issuer and any such decree, order or appointment is not removed, discharged or withdrawn within 60 days thereafter; or (iv) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, administrator, liquidator, assignee, custodian, trustee or sequestrator (or similar official), with respect to the whole or substantially the whole of the assets of the Issuer or make any general assignment for the benefit of creditors. Upon the occurrence of an Event of Default, the principal of each obligation evidenced by such Note (together with interest accrued and unpaid thereon) shall become, without any notice or demand, immediately due and payable.
5.    Obligation Absolute. No provision of the Issuing and Paying Agent Agreement under which the Notes are issued shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on each Note at the times, place and rate, and in the coin or currency, herein prescribed.
6.    Supplement. Any term contained in the Supplement shall supersede any conflicting term contained herein.
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EX-31.1 3 sjm20251031-10qex311.htm EX-31.1 Document

Exhibit 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
I, Mark T. Smucker, Chief Executive Officer and Chair of the Board of The J. M. Smucker Company, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 25, 2025    
            
/s/ Mark T. Smucker
Name: Mark T. Smucker
Title: Chief Executive Officer and Chair of the Board


EX-31.2 4 sjm20251031-10qex312.htm EX-31.2 Document

Exhibit 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
I, Tucker H. Marshall, Chief Financial Officer of The J. M. Smucker Company, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 25, 2025

/s/ Tucker H. Marshall
Name:
Tucker H. Marshall
Title: Chief Financial Officer


EX-32 5 sjm20251031-10qex32.htm EX-32 Document

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of The J. M. Smucker Company (the “Company”) for the quarter ended October 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
/s/ Mark T. Smucker
Name: Mark T. Smucker
Title: Chief Executive Officer and Chair of the Board
/s/ Tucker H. Marshall
Name: Tucker H. Marshall
Title: Chief Financial Officer

Date: November 25, 2025
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.