ジョンBサンフィリッポの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended December 25, 2025


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

Commission File Number: 0-19681

JOHN B. SANFILIPPO & SON, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	36-2419677
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1703 North Randall Road Elgin, Illinois	60123-7820
(Address of principal executive offices)	(Zip Code)

(847) 289-1800

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $.01 par value per share

     JBSS

     The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

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 ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☒	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. ☐

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

As of January 23, 2026, 9,089,384 shares of the Registrant’s Common Stock, $.01 par value per share and 2,597,426 shares of the Registrant’s Class A Common Stock, $.01 par value per share, were outstanding.

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JOHN B. SANFILIPPO & SON, INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 25, 2025

INDEX


	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Comprehensive Income for the Quarter and Twenty-Six Weeks Ended December 25, 2025 and December 26, 2024	3
Consolidated Balance Sheets as of December 25, 2025, June 26, 2025 and December 26, 2024	4
Consolidated Statements of Stockholders’ Equity for the Quarter and Twenty-Six Weeks Ended December 25, 2025 and December 26, 2024	6
Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended December 25, 2025 and December 26, 2024	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 5. Other Information	28
Item 6. Exhibits	28
SIGNATURE	31

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except share and per share amounts)


	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 25, 2025		December 26, 2024		December 25, 2025		December 26, 2024
Net sales	$	314,777	$	301,067	$	613,460	$	577,263
Cost of sales		255,608		248,816		500,197		478,468
Gross profit		59,169		52,251		113,263		98,795
Operating expenses:
Selling expenses		21,143		22,620		39,023		42,459
Administrative expenses		12,051		10,262		21,248		19,960
Total operating expenses		33,194		32,882		60,271		62,419
Income from operations		25,975		19,369		52,992		36,376
Other expense:
Interest expense including $141, $159, $287 and $322 to related parties, respectively		503		772		1,487		1,288
Rental and miscellaneous expense, net		574		347		1,150		758
Pension expense (excluding service costs)		389		361		778		722
Total other expense, net		1,466		1,480		3,415		2,768
Income before income taxes		24,509		17,889		49,577		33,608
Income tax expense		6,552		4,294		12,894		8,354
Net income and comprehensive income	$	17,957	$	13,595	$	36,683	$	25,254
Net income per common share-basic	$	1.54	$	1.17	$	3.14	$	2.17
Net income per common share-diluted	$	1.53	$	1.16	$	3.12	$	2.16

The accompanying unaudited notes are an integral part of these consolidated financial statements.

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share and per share amounts)


	December 25, 2025		June 26, 2025		December 26, 2024
ASSETS
CURRENT ASSETS:
Cash	$	2,400	$	585	$	336
Accounts receivable, net of allowance for doubtful accounts of $337, $293 and $356, respectively		79,823		76,656		81,200
Inventories		235,427		254,600		205,842
Prepaid expenses and other current assets		19,566		14,583		19,320
TOTAL CURRENT ASSETS		337,216		346,424		306,698
PROPERTY, PLANT AND EQUIPMENT:
Land		13,365		13,365		13,365
Buildings		120,208		119,315		116,684
Machinery and equipment		335,810		326,984		301,855
Furniture and leasehold improvements		5,540		5,540		5,482
Vehicles		1,291		1,228		1,134
Construction in progress		19,033		7,223		19,366
		495,247		473,655		457,886
Less: Accumulated depreciation		320,300		308,506		297,231
		174,947		165,149		160,655
Rental investment property, net of accumulated depreciation of $16,457, $16,053 and $15,649, respectively		12,666		13,070		13,474
TOTAL PROPERTY, PLANT AND EQUIPMENT		187,613		178,219		174,129

Intangible assets, net		3,810		4,428		5,057
Deferred income taxes		—		5,782		3,900
Goodwill		11,750		11,750		11,750
Operating lease right-of-use assets		26,941		27,824		29,019
Equipment deposits		40,475		12,438		7,203
Other assets		9,924		10,738		7,497
TOTAL ASSETS	$	617,729	$	597,603	$	545,253

The accompanying unaudited notes are an integral part of these consolidated financial statements.

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share and per share amounts)


	December 25, 2025			June 26, 2025			December 26, 2024
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facility borrowings	$	10,000		$	57,584		$	49,753
Current maturities of long-term debt, net, including related party debt of $847, $808 and $834, respectively and net of unamortized debt issuance costs of $17, $2 and $0 respectively		3,131			941			834
Accounts payable		79,897			60,479			64,585
Bank overdraft		2,763			294			1,953
Accrued payroll and related benefits		20,399			18,446			14,690
Dividends payable		11,704			—			—
Other accrued expenses		20,512			18,302			18,247
TOTAL CURRENT LIABILITIES		148,406			156,046			150,062

LONG-TERM LIABILITIES:
Long-term debt, less current maturities, including related party debt of $5,122, $5,557 and $5,969, respectively and net of unamortized debt issuance costs of $158, $123 and $0 respectively		28,839			14,564			5,969
Retirement plan		28,794			27,921			26,773
Long-term operating lease liabilities, net of current portion		23,142			24,224			25,754
Long-term workers' compensation liabilities		10,755			10,603			7,857
Deferred income taxes		3,935			—			—
Other		3,734			3,548			3,207
TOTAL LONG-TERM LIABILITIES		99,199			80,860			69,560
TOTAL LIABILITIES		247,605			236,906			219,622

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Class A Common Stock, convertible to Common Stock on a per share basis, cumulative voting rights of ten votes per share, $.01 par value; 10,000,000 shares authorized, 2,597,426 shares issued and outstanding		26			26			26
Common Stock, non-cumulative voting rights of one vote per share, $.01 par value; 17,000,000 shares authorized, 9,207,284, 9,161,348 and 9,158,541 shares issued, respectively		92			92			92
Capital in excess of par value		141,665			139,724			137,858
Retained earnings		228,981			221,495			187,815
Accumulated other comprehensive income		564			564			1,044
Treasury stock, at cost; 117,900 shares of Common Stock		(1,204	)		(1,204	)		(1,204	)
TOTAL STOCKHOLDERS’ EQUITY		370,124			360,697			325,631
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	617,729		$	597,603		$	545,253

The accompanying unaudited notes are an integral part of these consolidated financial statements.

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except share and per share amounts)


															Accumulated
	Class A								Capital in						Other
	Common Stock				Common Stock				Excess of			Retained			Comprehensive		Treasury
	Shares		Amount		Shares		Amount		Par Value			Earnings			Income		Stock			Total
Balance, June 26, 2025		2,597,426	$	26		9,161,348	$	92	$	139,724		$	221,495		$	564	$	(1,204	)	$	360,697
Net income													18,726								18,726
Cash dividends ($1.50 per share)													(17,493	)							(17,493	)
Equity award exercises						2,262		—													—
Stock-based compensation expense										854											854
Balance, September 25, 2025		2,597,426	$	26		9,163,610	$	92	$	140,578		$	222,728		$	564	$	(1,204	)	$	362,784
Net income													17,957								17,957
Cash dividends ($1.00 per share)													(11,704	)							(11,704	)
Equity award exercises, net of shares withheld for employee taxes						43,674		—		(383	)										(383	)
Stock-based compensation expense										1,470											1,470
Balance, December 25, 2025		2,597,426	$	26		9,207,284	$	92	$	141,665		$	228,981		$	564	$	(1,204	)	$	370,124


															Accumulated
	Class A								Capital in						Other
	Common Stock				Common Stock				Excess of			Retained			Comprehensive		Treasury
	Shares		Amount		Shares		Amount		Par Value			Earnings			Income		Stock			Total
Balance, June 27, 2024		2,597,426	$	26		9,123,938	$	91	$	135,691		$	186,965		$	1,044	$	(1,204	)	$	322,613
Net income													11,659								11,659
Cash dividends ($2.10 per share)													(24,404	)							(24,404	)
Stock-based compensation expense										935											935
Balance, September 26, 2024		2,597,426	$	26		9,123,938	$	91	$	136,626		$	174,220		$	1,044	$	(1,204	)	$	310,803
Net income													13,595								13,595
Equity award exercises, net of shares withheld for employee taxes						34,603		1		(484	)										(483	)
Stock-based compensation expense										1,716											1,716
Balance, December 26, 2024		2,597,426	$	26		9,158,541	$	92	$	137,858		$	187,815		$	1,044	$	(1,204	)	$	325,631

The accompanying unaudited notes are an integral part of these consolidated financial statements.

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JOHN B. SANFILIPPO & SON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	For the Twenty-Six Weeks Ended
	December 25, 2025			December 26, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	36,683		$	25,254
Depreciation and amortization		14,177			13,153
Amortization of operating lease right-of-use assets		2,477			2,185
Loss on disposition of assets, net		84			671
Deferred income tax expense (benefit)		9,717			(770	)
Stock-based compensation expense		2,324			2,651
Change in assets and liabilities:
Accounts receivable, net		(3,286	)		3,798
Inventories		19,173			(9,279	)
Prepaid expenses and other current assets		(503	)		(3,683	)
Accounts payable		15,665			9,039
Accrued expenses		3,939			(18,628	)
Income taxes receivable		(4,480	)		(3,559	)
Other long-term assets and liabilities		(2,336	)		(1,755	)
Other, net		991			839
Net cash provided by operating activities		94,625			19,916

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(47,323	)		(25,548	)
Proceeds from life insurance, net		1,094			—
Other, net		(34	)		(70	)
Net cash used in investing activities		(46,263	)		(25,618	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net short-term (repayments) borrowings		(47,584	)		29,333
Principal payments on long-term debt		(395	)		(299	)
Increase in bank overdraft		2,469			1,408
Dividends paid		(17,493	)		(24,404	)
Proceeds from issuance of debt		16,911			—
Debt issue costs		(72	)		—
Taxes paid related to net share settlement of equity awards		(383	)		(484	)
Net cash (used in) provided by financing activities		(46,547	)		5,554

NET INCREASE (DECREASE) IN CASH		1,815			(148	)
Cash, beginning of period		585			484
Cash, end of period	$	2,400		$	336

The accompanying unaudited notes are an integral part of these consolidated financial statements.

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JOHN B. SANFILIPPO & SON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except where noted and per share data)

Note 1 – Basis of Presentation and Description of Business

As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•

References herein to fiscal 2026 and fiscal 2025 are to the fiscal year ending June 25, 2026 and the fiscal year ended June 26, 2025, respectively.

•

References herein to the second quarter of fiscal 2026 and fiscal 2025 are to the quarters ended December 25, 2025 and December 26, 2024, respectively.

•

References herein to the first half or first twenty-six weeks of fiscal 2026 and fiscal 2025 are to the twenty-six weeks ended December 25, 2025 and December 26, 2024, respectively.

We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States. We also manufacture and distribute a portfolio of snack and nutrition bars (“bars”), and market and distribute, and in most cases, manufacture or process, a diverse product line of other food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, granola, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products. We primarily sell our products under a variety of private brand names, as well as under our Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese brand names. Our products are sold through three core distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract manufacturing customers.

The accompanying unaudited financial statements fairly present the consolidated statements of comprehensive income, consolidated balance sheets, consolidated statements of stockholders’ equity and consolidated statements of cash flows, and reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the results of the interim periods. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 26, 2025 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K for the fiscal year ended June 26, 2025.

Note 2 – Revenue Recognition

We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. For each customer contract, a five-step process is followed in which we identify the contract, identify performance obligations, determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when (or as) the performance obligation is transferred to the customer.

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are primarily for the delivery of raw and processed recipe and snack nuts, nut butters, trail mixes and bars.

Our customer contracts do not include more than one performance obligation. If a contract were to contain more than one performance obligation, we are required to allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for each distinct good is generally determined by directly observable data.

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Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For virtually all of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. This allows the customer to then direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Therefore, the timing of our revenue recognition requires little judgment.

Variable Consideration

Some of our products are sold through specific incentive programs consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities. It is also dependent on significant management judgment when determining estimates. The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.

Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are also offered through various programs to customers and consumers. A provision for estimated trade promotions is recorded as a reduction of revenue (and a reduction in the transaction price) in the same period when the sale is recognized. Revenues are also recorded net of expected customer deductions, which are provided for based upon past experiences. Evaluating these estimates requires management judgment.

We generally use the most likely amount method to determine the variable consideration. We believe there will not be significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. The Company reviews and updates its estimates and related accruals of variable consideration and trade promotions at least quarterly based on the terms of the agreements and historical experience. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe. Therefore, no additional constraint on the variable consideration is required.

Contract Balances

Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability. The contract asset balances as of June 26, 2025 and December 26, 2024 were $159 and $611, respectively, and are recorded in the caption “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. There was no contract asset balance at December 25, 2025. The Company generally does not have material deferred revenue or contract liability balances arising from transactions with customers.

Disaggregation of Revenue

Revenue disaggregated by sales channel is as follows:


	For the Quarter Ended				For the Twenty-Six Weeks Ended
Distribution Channel	December 25, 2025		December 26, 2024		December 25, 2025		December 26, 2024
Consumer	$	263,159	$	251,359	$	505,244	$	480,743
Commercial Ingredients		27,985		26,589		59,194		53,489
Contract Manufacturing		23,633		23,119		49,022		43,031
Total	$	314,777	$	301,067	$	613,460	$	577,263

Note 3 – Leases

Description of Leases

We lease warehouse space, equipment used in the transportation of goods in our warehouses, a limited number of automobiles and semi-trailers and a small office space. Our leases generally do not contain any explicit guarantees of residual value and, with the exception of the lease for our warehousing and distribution center in Huntley, IL, generally do not contain non-lease components. Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order.

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Through a review of our contracts, we determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. With the exception of our warehouse leases, none of our other leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 6.9 years.

It is our accounting policy not to apply lease recognition requirements to short-term leases, defined as leases with an initial term of 12 months or less. As such, leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. We have also made the policy election to not separate lease and non-lease components for all leases.

The following table provides supplemental information related to operating lease right-of-use assets and liabilities:


	December 25, 2025		June 26, 2025		December 26, 2024		Affected Line Item in Consolidated Balance Sheets
Assets
Operating lease right-of-use assets	$	26,941	$	27,824	$	29,019	Operating lease right-of-use assets
Total lease right-of-use assets	$	26,941	$	27,824	$	29,019

Liabilities
Current:
Operating leases	$	5,110	$	4,515	$	4,211	Other accrued expenses
Noncurrent:
Operating leases		23,142		24,224		25,754	Long-term operating lease liabilities
Total lease liabilities	$	28,252	$	28,739	$	29,965

The following tables summarize the Company’s total lease costs and other information arising from operating lease transactions:


	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 25, 2025		December 26, 2024		December 25, 2025		December 26, 2024
Operating lease costs (a)	$	1,968	$	1,971	$	3,868	$	3,713
Variable lease costs (b)		350		134		698		306
Total lease cost	$	2,318	$	2,105	$	4,566	$	4,019

(a)

Includes short-term leases, which are immaterial.

(b)

Variable lease costs consist of property taxes, sales tax and insurance.

Supplemental cash flow and other information related to leases was as follows:


	For the Twenty-Six Weeks Ended
	December 25, 2025		December 26, 2024
Operating cash flows information:
Cash paid for amounts included in measurements for lease liabilities	$	3,030	$	2,246

Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease obligations	$	1,594	$	3,800


	December 25, 2025			June 26, 2025			December 26, 2024
Weighted average remaining lease term (in years)		5.2			5.7			6.1
Weighted average discount rate		6.7	%		6.7	%		6.7	%

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Maturities of operating lease liabilities as of December 25, 2025 are as follows:


Fiscal Year Ending
June 25, 2026 (excluding the twenty-six weeks ended December 25, 2025)	$	3,494
June 24, 2027		6,616
June 29, 2028		6,487
June 28, 2029		5,586
June 27, 2030		4,729
June 26, 2031		4,210
Thereafter		2,443
Total lease payments		33,565
Less imputed interest		(5,313	)
Present value of operating lease liabilities	$	28,252

On January 15, 2026, the Company executed a 10 year lease for the remaining warehouse space of approximately 285,000 square feet in Huntley, IL. The original warehouse space was leased starting in fiscal 2024 near our largest facility in Elgin, IL, and the execution of this lease will result in us renting the entire building. The warehouse will be primarily utilized to store finished goods inventory and as a distribution center along with light manufacturing. Since the lease for the remaining space has not yet commenced, approximately $18,146 of additional operating leases are not reflected in the Consolidated Balance Sheet and tables above. The lease for the remaining space is scheduled to commence not later than the first quarter of fiscal 2027.

Lessor Accounting

We lease office space in our four-story office building located in Elgin, IL. As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property. Under Topic 842: Leases, we continue to account for all of our leases as operating leases. Lease agreements may include options to renew. We accrue fixed lease income on a straight‑line basis over the terms of the leases. There is generally no variable lease consideration and an immaterial amount of non-lease components such as recurring utility and storage fees. Leases between related parties are immaterial.

Leasing revenue is as follows:


	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 25, 2025		December 26, 2024		December 25, 2025		December 26, 2024
Lease income related to lease payments	$	243	$	478	$	473	$	957

The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years and thereafter are as follows:


Fiscal Year Ending
June 25, 2026 (excluding the twenty-six weeks ended December 25, 2025)	$	618
June 24, 2027		1,225
June 29, 2028		639
June 28, 2029		560
June 27, 2030		544
June 26, 2031		556
Thereafter		1,887
	$	6,029

Note 4 – Inventories

Inventories consist of the following:


	December 25, 2025		June 26, 2025		December 26, 2024
Raw material and supplies	$	89,772	$	95,350	$	96,109
Work-in-process and finished goods		145,655		159,250		109,733
Total	$	235,427	$	254,600	$	205,842

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Note 5 – Goodwill and Intangible Assets

Identifiable intangible assets that are subject to amortization consist of the following:


	December 25, 2025			June 26, 2025			December 26, 2024
Customer relationships	$	21,350		$	21,350		$	21,350
Brand names		17,070			17,070			17,070
Product formulas		850			850			850
Non-compete agreement		300			300			300
		39,570			39,570			39,570
Less accumulated amortization:
Customer relationships		(21,350	)		(21,179	)		(21,004	)
Brand names		(13,748	)		(13,388	)		(13,024	)
Product formulas		(362	)		(283	)		(202	)
Non-compete agreement		(300	)		(292	)		(283	)
		(35,760	)		(35,142	)		(34,513	)
Net intangible assets	$	3,810		$	4,428		$	5,057

Customer relationships are being amortized on an accelerated basis. The brand names remaining to be amortized consist of the Squirrel Brand and Southern Style Nuts brand names.

Total amortization expense related to intangible assets, which is classified in “administrative expenses” in the Consolidated Statement of Comprehensive Income, was $306 and $618 for the quarter and twenty-six weeks ended December 25, 2025, respectively. Amortization expense for the remainder of fiscal 2026 is expected to be approximately $424 and expected amortization expense the next five fiscal years is as follows:


Fiscal Year Ending
June 24, 2027	$	847
June 29, 2028		677
June 28, 2029		496
June 27, 2030		400
June 26, 2031		400

Our net goodwill at December 25, 2025 was comprised of $9,650 from the fiscal 2018 Squirrel Brand acquisition and $2,100 from the fiscal 2023 Just the Cheese brand acquisition. The changes in the carrying amount of goodwill since June 27, 2024 are as follows:


Gross goodwill balance at June 27, 2024	$	20,516
Accumulated impairment losses		(8,766	)
Net goodwill balance at June 27, 2024		11,750
Goodwill acquired during fiscal 2025		—
Net balance at June 26, 2025		11,750
Goodwill acquired during fiscal 2026		—
Net balance at December 25, 2025	$	11,750

Note 6 – Credit Facility

Our Amended and Restated Credit Agreement dated March 5, 2020, as amended most recently on June 16, 2025, provides for a $150,000 senior secured revolving credit facility (the “Credit Facility”) and has a maturity date of September 29, 2028. The Credit Facility is secured by our accounts receivable and inventory.

At December 25, 2025, we had $134,745 of available credit under the Credit Facility reflecting borrowings of $10,000 and reduced availability as a result of $5,255 in outstanding letters of credit. As of December 25, 2025, we were in compliance with all financial covenants under the Credit Facility.

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Note 7 – Equipment Loan

On June 16, 2025, the Company entered into a financing agreement with Wells Fargo Bank, N.A. which allows the Company to finance up to $50,000 for the purchase of equipment to further expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers (the “Equipment Loan”). The Equipment Loan is provided under a master loan agreement and related equipment schedules, and is secured under a Security Agreement that provides for a first priority lien on all equipment and a second priority lien on our accounts receivable and inventory. The Company will be required to make sixty equal monthly payments comprised of principal and interest starting upon equipment acceptance and distribution of the final loan proceeds, which is expected to occur in the fourth quarter of fiscal 2026. The fixed interest rate (SOFR plus an applicable margin of 1.49%) will be calculated at that point in time as well. The Equipment Loan contains a graded prepayment penalty if the loan is paid off within 36 months of commencement. The Company will make monthly interest-only payments of SOFR plus an applicable margin of 1.60% prior to the delivery and acceptance of the equipment and distribution of the final loan proceeds, which will be capitalized as part of the equipment acquisition cost.

As of December 25, 2025 and June 26, 2025 there was $26,176 and $9,265, respectively, of the debt obligation under the Equipment Loan outstanding. The interest costs incurred directly attributable to the Equipment Loan were capitalized. Interest capitalized was $372 and $716 for the quarter and twenty-six weeks ended December 25, 2025, respectively. No interest was capitalized for the quarter and twenty-six weeks ended December 26, 2024 because no significant project required such capitalization.

Note 8 – Earnings Per Common Share

The following table presents the reconciliation of the weighted average shares outstanding used in computing basic and diluted earnings per share:


	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 25, 2025		December 26, 2024		December 25, 2025		December 26, 2024
Weighted average number of shares outstanding – basic		11,690,152		11,647,791		11,680,669		11,640,598
Effect of dilutive securities:
Restricted stock units		49,274		62,300		62,644		73,129
Weighted average number of shares outstanding – diluted		11,739,426		11,710,091		11,743,313		11,713,727

There were no anti-dilutive awards excluded from the computation of diluted earnings per share for any periods presented.

Note 9 – Stock-Based Compensation Plans

The following is a summary of Restricted Stock Unit (“RSU”) activity for the first twenty-six weeks of fiscal 2026:


Restricted Stock Units	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 26, 2025		158,824		$	72.77
Granted		78,330		$	59.93
Vested (a)		(51,564	)	$	74.49
Forfeited		(6,609	)	$	74.60
Outstanding at December 25, 2025		178,981		$	66.59

(a)

The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.

At December 25, 2025, there were 30,354 RSUs outstanding that were vested but deferred.

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The following is a summary of Performance Stock Unit (“PSU”) activity for the first twenty-six weeks of fiscal 2026:


Performance Stock Units (a)	Shares			Weighted Average Grant Date Fair Value
Outstanding at June 26, 2025		17,299		$	76.79
Granted		12,499		$	57.24
Vested		—		$	—
Forfeited		(503	)	$	77.18
Outstanding at December 25, 2025		29,295		$	68.45

(a)

The PSUs are presented based on reaching target performance. The PSUs vest approximately three years from the grant date, with the number of shares earned (ranging from 0% to 200% of the target award) depending on the extent to which we achieve certain performance metrics. Based on current expectations and performance against these metrics, we expect 22,054 PSUs to be earned and thus vest at the end of the applicable vesting periods. The final number of shares that will eventually be earned and vest (if any) has not yet been determined as of December 25, 2025.

The following table summarizes compensation expense charged to earnings for all equity compensation plans for the periods presented:


	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 25, 2025		December 26, 2024		December 25, 2025		December 26, 2024
Stock-based compensation expense	$	1,470	$	1,716	$	2,324	$	2,651

As of December 25, 2025, there was $6,685 of total unrecognized compensation expense related to non-vested RSUs and PSUs granted under our stock-based compensation plans. We expect to recognize that cost over a weighted average period of 1.8 years.

Note 10 – Retirement Plan

The Supplemental Employee Retirement Plan (“Retirement Plan”) is an unfunded, non-qualified benefit plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions. The monthly benefit is based upon each participant’s earnings and his or her number of years of service. The components of net periodic benefit cost are as follows:


	For the Quarter Ended				For the Twenty-Six Weeks Ended
	December 25, 2025		December 26, 2024		December 25, 2025		December 26, 2024
Service cost	$	140	$	129	$	281	$	258
Interest cost		389		361		778		722
Net periodic benefit cost	$	529	$	490	$	1,059	$	980

The components of net periodic benefit cost, other than the service cost component, are included in the line item “Pension expense (excluding service costs)” in the Consolidated Statements of Comprehensive Income.

Note 11 – Commitments and Contingent Liabilities

We are currently a party to various legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcomes of these proceedings, individually and in the aggregate, will not materially affect our financial position, results of operations or cash flows, legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur. Unfavorable outcomes could include substantial monetary damages in excess of any appropriate accruals management has established. Were such unfavorable final outcomes to occur, there exists the possibility of a material adverse effect on our financial position, results of operations and cash flows.

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Note 12 – Fair Value of Financial Instruments

The Financial Accounting Standards Board (the “FASB”) defines fair value as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels:



Level 1	–	Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.

Level 2	–	Observable inputs other than quoted prices in active markets. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3	–	Unobservable inputs for which there is little or no market data available.

The carrying values of cash, trade accounts receivable and accounts payable approximate their fair values at each balance sheet date because of the short-term maturities and nature of these balances.

The carrying value of our revolving credit facility borrowings approximates fair value at each balance sheet date because interest rates on this instrument approximate current market rates (Level 2 criteria) and because of the short-term maturity and nature of this balance. In addition, there has been no significant change in our inherent credit risk.

The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs:


	December 25, 2025		June 26, 2025		December 26, 2024
Carrying value of current and long-term debt:	$	32,145	$	15,630	$	6,803
Fair value of current and long-term debt:		31,900		15,329		6,545

The estimated fair value of our current and long-term debt was determined using a market approach based upon Level 2 observable inputs, which estimates fair value based on interest rates currently offered on loans with similar terms to borrowers of similar credit quality or broker quotes. In addition, there have been no significant changes in the underlying assets securing our long-term debt.

Note 13 – Segment Reporting

The Company’s chief operating decision maker (“CODM”) is comprised of the chief executive officer and chief operating officer who review financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, we operate in a single reporting unit and operating segment that consists of selling various nut and nut related products and bars through three distribution channels, almost entirely within the United States. A description of how the Company derives revenues is included in Note 2 – “Revenue Recognition”.

The CODM uses consolidated net income as the measure of segment profit or loss to make key operating decisions, monitor budget versus actual results and allocate resources. The CODM compares net income to prior year to assess year-over-year growth of the Company and compares net income to budget to evaluate how the Company is performing against internal expectations. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets. Depreciation, amortization and purchases of property, plant and equipment are reported at the consolidated level on the Consolidated Statements of Cash Flows. The significant segment expenses regularly provided to the CODM are those presented on our Consolidated Statements of Comprehensive Income. These significant expenses include cost of sales, selling expenses and administrative expenses. Other segment items include interest expense, net rental and miscellaneous expense, pension expense and income tax expense on the Consolidated Statements of Comprehensive Income.

Depreciation expense was $6,717 and $13,559 for the quarter and twenty-six weeks ended December 25, 2025, respectively and $6,224 and $12,388 for the quarter and twenty-six weeks ended December 26, 2024, respectively.

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Note 14 – Recent Accounting Pronouncements and Tax Legislation

The following recent accounting pronouncements have not yet been adopted:

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. The requirements of this amendment will first be applied in our upcoming Form 10-K filing for the fiscal year ending June 25, 2026, and will be applied prospectively. We are currently evaluating the impact of this disclosure update but do not expect it to have a material impact on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses”. The amendments in this update require disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments are effective for public entities for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this update on our related disclosures.

The following tax law was enacted this fiscal year:

Public Law No. 119-21, commonly known as the One, Big, Beautiful Bill Act (the “Act”), was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates affecting business taxpayers, including the Company. Among the tax law changes that will impact the Company relate to the acceleration of certain tax deductions including depreciation expense and research and development expenditures. This will lead to lower cash tax payments in the near term combined with an increase in our deferred tax liability. The Company implemented the Act’s tax law changes in the first quarter of fiscal 2026. The Company does not anticipate any impact to its overall tax expense, but the Act will impact the allocation of tax expense between current and deferred.

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

OVERVIEW

The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements.

Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:

•

References herein to fiscal 2026 and fiscal 2025 are to the fiscal year ending June 25, 2026 and the fiscal year ended June 26, 2025, respectively.

•

References herein to the second quarter of fiscal 2026 and fiscal 2025 are to the quarters ended December 25, 2025 and December 26, 2024, respectively.

•

References herein to the first half or first twenty-six weeks of fiscal 2026 and fiscal 2025 are to the twenty-six weeks ended December 25, 2025 and December 26, 2024, respectively.

Our Long-Range Plan defines our future growth priorities, focused on accelerating our private brand business with key customers in high-growth snacking categories, most notably private brand bars, while expanding branded distribution behind Orchard Valley Harvest and Fisher via insight-driven product and packaging innovation. Execution of this plan is anchored in delivering value-added solutions and high-quality, innovative products based on our extensive industry and consumer expertise. Growth in private brand bars will be supported by capacity expansion and a robust innovation pipeline, with continued focus on nutrition bars. For our branded nut & trail mix business, we are focused on attracting new consumers through product innovation, broader distribution across traditional and alternative channels and expanded purchasing occasions, including club stores and e-commerce. Promotional and advertising investments are being prioritized to drive volume growth, supported by an omni-channel strategy across recipe nuts, snack nuts and trail mix. Our Long-Range Plan includes growth through product and packaging innovation and targeted, opportunistic acquisitions. To support these initiatives, beginning in the second quarter of fiscal 2025 and continuing into fiscal 2026, we are making incremental significant capital investments in equipment and infrastructure improvements to expand our production capabilities, improve efficiency and enhance product offerings for our customers.

We continue to face ongoing operational and regulatory challenges, including food safety and compliance requirements, maintaining and expanding our customer base and driving growth across private brand and branded categories. Shifts or declines in consumer demand within a highly competitive snack product environment, combined with macroeconomic uncertainty, could adversely impact our ability to execute our Long-Range Plan.

Additional challenges include, higher food and input costs driven by increasing underlying commodity acquisition costs as well as the actual, potential or threatened U.S. and foreign tariffs on key commodities, raw materials and manufacturing equipment. Ongoing uncertainty around interest rates may further impact economic growth and consumer spending resulting in reduced demand for private brand and branded snack products, including snack nuts, trail mix and bars. We also continue to operate amid intense industry competition, potential economic downturns in the markets in which we operate and ongoing supply chain volatility. To stay compliant with recent changes in employment laws across states where we operate and remain competitive in attracting qualified talent, we expect our labor costs to continue to increase.

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Inflation and Consumer Trends

We continue to face changing marketplace trends that are impacting our categories. Retail prices across snack nuts and trail mix have risen due to increased commodity costs and evolving global trade agreements. These higher prices, paired with general economic uncertainty, are causing consumers to purchase fewer snack products. As a result, sales volumes for snack nuts, recipe nuts, trail mix and bars are declining for the Company and the industry overall. Many consumers are shifting to private brands, more affordable nuts or bars or choosing snacks outside these categories altogether. Consumers are also shifting to more value-focused retailers, such as mass merchandising retailers and club stores, not all of which we distribute or sell to. Additionally, emerging health and wellness trends and priorities may also impact consumers' purchasing behavior, including decreased purchasing of snack foods. In response, we are focusing on our strengths by leveraging our expertise in snack nut and trail mix and bars categories, improving efficiency, innovating in product and packaging and carefully managing trade spending and pricing to support our products.

Tariffs, Supply Chain and Transportation

Global supply chain pressures have eased compared to past fiscal years, but intermittent challenges, delays and extended lead-times still exist for certain raw materials and inputs. Overall packaging and ingredient inflation appears to have moderated into our fiscal 2026, but there is still uncertainty within the supply chain from the U.S. government's tariffs on imports from foreign countries and corresponding retaliatory tariffs from foreign countries. Any incremental import tariffs will increase the cost of certain raw materials we use in our business and our financial performance may be adversely impacted if we cannot pass on the cost increases in the form of price increases to our customers. In November 2025, the U.S. government removed tariffs for several food categories, including cocoa and cashews among others, which have no domestic production. The ultimate impact of tariffs may be difficult to predict as their amount and duration is uncertain, making our planning process more difficult. The threat of tariffs may also have adverse implications to our business and the business of our suppliers and customers. While we do not have direct exposure to suppliers in Venezuela, Russia, Ukraine or Israel, the conflicts and prospects for conflict in these regions could continue to result in volatile commodity markets, supply chain disruptions and increased costs, including shipping costs.

Trucking capacity continues to slowly decline, potentially leading to further instability in the transportation industry. While indicators suggest transportation prices are stabilizing, the overall transportation environment remains unpredictable. Additionally, fuel prices have been unpredictable and may vary depending on the level of economic activity in the areas where we ship and receive shipments and the prevailing price of oil.

Our most significant ingredient requirements include cocoa products, dried fruits, sweeteners, vegetable oils, rolled oats, flour and dairy. Many of these materials and their associated costs are subject to price fluctuations from several factors, including changing commodity markets, other market conditions, demand for raw materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), ongoing political instability and other factors beyond our control.

We focus on remaining agile by identifying risks proactively, modifying inventory and production plans and diversifying our supplier base to mitigate risk of customer order shortages and our supply chain. We continue to proactively manage our business in response to the evolving global economic environment and related uncertainties and intend to take steps to further mitigate impacts to our supply chain as they develop. If unforeseen supply chain pressures emerge or worsen, or we cannot obtain the transportation and labor services needed to obtain raw materials or fulfill customer orders, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations in the remainder of fiscal 2026.

The cocoa supply-demand outlook is showing signs of improvement following three consecutive years of supply deficits, benefiting from recovery in Ivory Coast and Ghana as well as strong exports from Ecuador; however, cocoa prices still remain above long-term averages. Global cocoa supply balances remain historically tight, while consumption data reflects North American demand reductions amid higher prices. Additionally, as costs increase due to these circumstances or due to overall inflationary pressures, there is a further risk we cannot pass (in part or in full) such potential cost increases on to our customers or in a timely manner. If we cannot align our input costs with prices for our products, our financial performance could be impacted adversely.

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QUARTERLY HIGHLIGHTS

Our net sales of $314.8 million for the second quarter of fiscal 2026 increased $13.7 million, or 4.6%, from our net sales of $301.1 million for the second quarter of fiscal 2025. Net sales for the first twenty-six weeks of fiscal 2026 increased by $36.2 million, or 6.3%, to $613.5 million compared to the first twenty-six weeks of fiscal 2025.

Sales volume, measured as pounds sold to customers, decreased 9.7% compared to the second quarter of fiscal 2025. Sales volume for the first twenty-six weeks of fiscal 2026 decreased 5.3% compared to the first twenty-six weeks of fiscal 2025.

Gross profit increased $6.9 million, and our gross profit margin, as a percentage of net sales, increased to 18.8% for the second quarter of fiscal 2026, compared to 17.4% for the second quarter of fiscal 2025. Gross profit increased $14.5 million, and our gross profit margin increased to 18.5% from 17.1% for the first twenty-six weeks of fiscal 2026 compared to the first twenty-six weeks of fiscal 2025.

Total operating expenses for the second quarter of fiscal 2026 increased by $0.3 million, or 0.9%, compared to the second quarter of fiscal 2025. As a percentage of net sales, total operating expenses in the second quarter of fiscal 2026 decreased to 10.5% from 10.9% for the second quarter of fiscal 2025. Total operating expenses for the first twenty-six weeks of fiscal 2026 decreased by $2.1 million, or 3.4%, compared to the first twenty-six weeks of fiscal 2025. As a percentage of net sales, total operating expenses for the first twenty-six weeks of fiscal 2026 decreased to 9.8% from 10.8% for the first twenty-six weeks of fiscal 2025.

The total value of inventories on hand at the end of the second quarter of fiscal 2026 increased $29.6 million, or 14.4%, compared to the total value of inventories on hand at the end of the second quarter of fiscal 2025.

We have seen acquisition costs for most major nut types, except for walnuts and peanuts, increase in the 2025 crop year (which falls into our current 2026 fiscal year). We completed procurement of inshell walnuts during the first half of fiscal 2026. During the third quarter, we will determine the final prices to be paid to the walnut growers based upon current market prices and other factors such as crop size and export demand. We have estimated the liability to our walnut growers and our walnut inventory costs using currently available information. Any difference between our estimated liability and the actual payments will be determined during the third quarter of fiscal 2026 and will be recognized in our financial results at that time.

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RESULTS OF OPERATIONS

Net Sales

In the second quarter of fiscal 2026, our net sales increased 4.6% to $314.8 million, compared to net sales of $301.1 million for the second quarter of fiscal 2025. The net sales increase was primarily driven by a 15.8% increase in weighted average selling price per pound, which was primarily due to higher commodity acquisition costs for all major tree nuts and peanuts. Sales volume, which is defined as pounds sold to customers, decreased 9.7%. Sales volume decreased for all major product types. Approximately half of the sales volume decline was attributable to granola sold in the contract manufacturing channel, which was offset by increases of sales volume of walnuts, almonds and pecans.

For the first twenty-six weeks of fiscal 2026 our net sales were $613.5 million, an increase of $36.2 million, or 6.3%, compared to the same period of fiscal 2025. The increase in net sales was attributable to a 12.2% increase in the weighted average selling price per pound, which was primarily due to higher commodity acquisition costs for all major tree nuts. Sales volume decreased 5.3% compared to the same period in the prior fiscal year. Sales volume decreased for bars, granola, trail mix and cashews, while sales volume for walnuts, peanuts, pecans and almonds increased.

The following table summarizes sales by product type as a percentage of total gross sales. The information is based upon gross sales, rather than net sales, because certain adjustments, such as promotional discounts, are not allocable to product type.


	For the Quarter Ended						For the Twenty-Six Weeks Ended
Product Type	December 25, 2025			December 26, 2024			December 25, 2025			December 26, 2024
Peanuts & Peanut Butter		14.5	%		15.2	%		14.9	%		15.8	%
Pecans		15.5			15.5			11.9			11.7
Cashews & Mixed Nuts		18.4			17.4			18.3			17.3
Walnuts		8.1			5.5			7.2			4.9
Almonds		7.2			6.7			7.2			6.8
Trail & Snack Mixes		21.5			21.5			23.5			24.0
Bars		10.1			12.3			11.8			13.6
Other		4.7			5.9			5.2			5.9
Total		100.0	%		100.0	%		100.0	%		100.0	%

The following table shows a comparison of net sales by distribution channel (dollars in thousands):


	For the Quarter Ended
Distribution Channel	December 25, 2025		Percentage of Total			December 26, 2024		Percentage of Total			$ Change		% Change
Consumer (1)	$	263,159		83.6	%	$	251,359		83.5	%	$	11,800		4.7	%
Commercial Ingredients		27,985		8.9			26,589		8.8			1,396		5.3	%
Contract Manufacturing		23,633		7.5			23,119		7.7			514		2.2	%
Total	$	314,777		100.0	%	$	301,067		100.0	%	$	13,710		4.6	%

(1)

Sales of branded products were approximately 20% and 21% of total consumer sales during the second quarter of fiscal 2026 and fiscal 2025, respectively. Fisher branded products were approximately 78% and 72% of branded sales during the second quarter of fiscal 2026 and fiscal 2025, respectively, with Orchard Valley Harvest and Southern Style Nuts branded products accounting for the majority of the remaining branded product sales.

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The following table shows a comparison of net sales by distribution channel (dollars in thousands):


	For the Twenty-Six Weeks Ended
Distribution Channel	December 25, 2025		Percentage of Total			December 26, 2024		Percentage of Total			$ Change		% Change
Consumer (1)	$	505,244		82.4	%	$	480,743		83.2	%	$	24,501		5.1	%
Commercial Ingredients		59,194		9.6			53,489		9.3			5,705		10.7	%
Contract Manufacturing		49,022		8.0			43,031		7.5			5,991		13.9	%
Total	$	613,460		100.0	%	$	577,263		100.0	%	$	36,197		6.3	%

(1)

Sales of branded products were approximately 17% and 19% of total consumer sales during the first twenty-six weeks of fiscal 2026 and fiscal 2025, respectively. Fisher branded products were approximately 74% and 66% of branded sales during the first twenty-six weeks of fiscal 2026 and fiscal 2025, respectively, with Orchard Valley Harvest and Southern Style Nuts branded products accounting for the majority of the remaining branded product sales.

Net sales in the consumer distribution channel increased $11.8 million, or 4.7%, and sales volume decreased 8.4% in the second quarter of fiscal 2026, compared to the second quarter of fiscal 2025. The sales volume decrease was driven by a 7.9% decrease in private brand sales volume due to lower volume in bars and, to a lesser extent, nuts and trail mix. Nuts and trail mix volume was impacted by higher retail prices, soft demand, including consumer downsizing, and reduced distribution at a major mass merchandiser. These declines were partially offset by new business with an existing customer and improved performance at another mass merchandiser. Bar sales declined as prior year's volumes were elevated by low industry-wide inventory levels and the lingering impact of a national brand recall, which temporarily boosted private label bars demand. A strategic reduction in sales to one grocery retailer also contributed to the bars decline. Branded sales volume decreased 11.2% due to lost distribution of Orchard Valley Harvest at a major non-food customer and the timing of Fisher snack promotions also at a major non-food customer.

In the first twenty-six weeks of fiscal 2026, net sales in the consumer distribution channel increased $24.5 million, or 5.1%, and sales volume decreased 6.8% compared to the same period of fiscal 2025. The sales volume decrease was driven by a 5.5% decrease in private brand sales volume due to lower volume in nuts and trail mix, bars and peanut butter. Nuts and trail mix volume was impacted by higher retail prices, consumer downsizing, soft demand and reduced distribution at a major mass merchandiser. These nuts and trail mix declines were partially offset by new business with an existing customer. Private brand bars declined due the reasons cited in the quarterly comparison, which were partially offset by growth at a current customer. Peanut butter declined due to a product discontinuation at a mass merchandiser. Branded sales volume decreased 14.5% due to lost distribution of Orchard Valley Harvest cited in the quarterly comparison.

Net sales in the commercial ingredients distribution channel increased $1.4 million, or 5.3%, and sales volume decreased by 1.1% in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025.

In the first twenty-six weeks of fiscal 2026, net sales in the commercial ingredients distribution channel increased $5.7 million, or 10.7%, and sales volume increased 5.8% compared to the same period of fiscal 2025. The sales volume increase was mainly driven by increased sales of peanut crushing stock to peanut oil processors, new business at one customer and higher peanut butter volume at existing food service customers.

Net sales in the contract manufacturing distribution channel increased $0.5 million, or 2.2%, and sales volume decreased 26.5% in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025. The decrease in sales volume was due to decreased granola processed at the Lakeville facility, which was partially offset by increased snack nut sales to a customer added during the second quarter of the prior year.

In the first twenty-six weeks of fiscal 2026, net sales in the contract manufacturing distribution channel increased $6.0 million, or 13.9%, and sales volume decreased 7.6% compared to the same period of fiscal 2025. The sales volume decrease was due to the reasons cited in the quarterly comparison along with lower peanut and peanut butter to a major customer. This was partially offset by the same increase cited in the quarterly comparison.

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Gross Profit

Gross profit increased $6.9 million, or 13.2%, to $59.2 million for the second quarter of fiscal 2026, compared to $52.3 million for the second quarter of fiscal 2025. The increase in gross profit was due primarily to higher net sales and selling prices more closely aligned with commodity acquisition costs compared to the second quarter of fiscal 2025. Additionally, reduced manufacturing spending and operational efficiencies contributed to the overall gross profit increase. Our gross profit margin, as a percentage of net sales, increased to 18.8% for the second quarter of fiscal 2026 compared to 17.4% for the second quarter of fiscal 2025, mainly due to the factors mentioned previously.

Gross profit was $113.3 million for the first twenty-six weeks of fiscal 2026 compared to $98.8 million for the first twenty-six weeks of fiscal 2025 for the same reasons cited in the quarterly comparison. Our gross profit margin, as a percentage of net sales, increased to 18.5% for the first twenty-six weeks of fiscal 2026 compared to 17.1% for the first twenty-six weeks of fiscal 2025 mainly due to the factors mentioned previously and a one time pricing concession in the first quarter of fiscal 2025 for a bars customer which did not recur in fiscal 2026.

Operating Expenses

Total operating expenses for the second quarter of fiscal 2026 increased $0.3 million, or 0.9%, to $33.2 million. Operating expenses decreased to 10.5% of net sales for the second quarter of fiscal 2026, compared to 10.9% of net sales for the second quarter of fiscal 2025.

Selling expenses for the second quarter of fiscal 2026 were $21.1 million, a decrease of $1.5 million, or 6.5%, from the second quarter of fiscal 2025. The decrease was driven by a $0.7 million decrease in third-party warehouse costs, a $0.6 million decrease in advertising and consumer insight research expense, a $0.6 million decrease in freight expense, and a $0.7 million decrease in salary and equity compensation expenses. These were partially offset by a $1.4 million increase in incentive compensation expense.

Administrative expenses for the second quarter of fiscal 2026 increased $1.8 million, or 17.4%, to $12.1 million, compared to $10.3 million for the second quarter of fiscal 2025. The increase was due to a $2.3 million increase in incentive compensation expense slightly offset by a $0.5 million decrease in loss on asset disposals.

Total operating expenses for the first twenty-six weeks of fiscal 2026 decreased by $2.1 million, or 3.4%, to $60.3 million. Operating expenses as a percentage of net sales decreased to 9.8% for the first twenty-six weeks of fiscal 2026, compared to 10.8% for the first twenty-six weeks of fiscal 2025.

Selling expenses for the first twenty-six weeks of fiscal 2026 were $39.0 million, a decrease of $3.4 million, or 8.1%, from the first twenty-six weeks of fiscal 2025. The decrease was driven primarily by a $2.0 million decrease in advertising and consumer insight research expense, a $1.4 million decrease in third-party warehouse costs, a $1.2 million decrease in freight expense and a $1.0 million decrease in salary expense. These were partially offset by a $1.7 million increase in incentive compensation expense and a $0.6 million increase in commissions expense.

Administrative expenses for the first twenty-six weeks of fiscal 2026 increased $1.3 million, or 6.5%, to $21.2 million compared the first twenty-six weeks of fiscal 2025. The increase was primarily due to a $2.9 million increase in incentive compensation expense. This was partially offset by a $0.6 million decrease in personnel and recruitment expenses and a $0.6 million decrease in loss on asset disposals.

Income from Operations

Due to the factors discussed above, income from operations was $26.0 million, or 8.3% of net sales, for the second quarter of fiscal 2026, compared to $19.4 million, or 6.4% of net sales, for the second quarter of fiscal 2025.

Due to the factors discussed above, income from operations was $53.0 million, or 8.6% of net sales, for the first twenty-six weeks of fiscal 2026, compared to $36.4 million, or 6.3% of net sales, for the first twenty-six weeks of fiscal 2025.

Interest Expense

Interest expense was $0.5 million for the second quarter of fiscal 2026, compared to $0.8 million for the second quarter of fiscal 2025 due to lower average debt levels.

Interest expense was $1.5 million for the first twenty-six weeks of fiscal 2026, compared to $1.3 million for the first twenty-six weeks of fiscal 2025.

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Rental and Miscellaneous Expense, Net

Net rental and miscellaneous expense was $0.6 million for the second quarter of fiscal 2026, compared to $0.3 million for the second quarter of fiscal 2025, primarily due to the departure of a tenant upon lease expiration at our Elgin Site.

Net rental and miscellaneous expense was $1.2 million for the first twenty-six weeks of fiscal 2026, compared to $0.8 million for the first twenty-six weeks of fiscal 2025.

Pension Expense (Excluding Service Costs)

Pension expense (excluding service costs) was $0.4 million for both the second quarter of fiscal 2026 and fiscal 2025.

Pension expense (excluding service costs) was $0.8 million for the first twenty-six weeks of fiscal 2026, compared to $0.7 million for the first twenty-six weeks of fiscal 2025.

Income Tax Expense

Income tax expense was $6.6 million, or 26.7% of income before income taxes, for the second quarter of fiscal 2026, compared to $4.3 million, or 24.0% of income before income taxes, for the second quarter of fiscal 2025. The increase in the effective tax rate is primarily due to an increase in the disallowed deduction related to officer compensation.

Income tax expense was $12.9 million, or 26.0% of income before income taxes, for the first twenty-six weeks of fiscal 2026 compared to $8.4 million, or 24.9% of income before income taxes, for the first twenty-six weeks of fiscal 2025. The increase in the effective tax rate is primarily due to the reason cited in the quarterly comparison.

Net Income

Net income was $18.0 million, or $1.54 per common share basic and $1.53 per common share diluted, for the second quarter of fiscal 2026, compared to $13.6 million, or $1.17 per common share basic and $1.16 per common share diluted, for the second quarter of fiscal 2025.

Net income was $36.7 million, or $3.14 per common share basic and $3.12 per common share diluted, for the first twenty-six weeks of fiscal 2026, compared to $25.3 million, or $2.17 per common share basic and $2.16 per common share diluted, for the first twenty-six weeks of fiscal 2025.

LIQUIDITY AND CAPITAL RESOURCESGeneral

The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Long-Range Plan through growing our branded and private brand nut and bar businesses, consummate and integrate business acquisitions, return cash to our stockholders through dividends, repay indebtedness and pay amounts owed under the Retirement Plan. Also, various uncertainties, including cost uncertainties, could result in additional or unexpected uses of cash. The primary sources of cash are results of operations and availability under our Credit Facility. Beginning in the second quarter of fiscal 2025 and continuing throughout fiscal 2026, we will invest approximately $90.0 million in capital expenditures and related expenses, excluding any applicable tariffs, to acquire and install equipment, and make related infrastructure improvements to expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers. Approximately half of these expenditures are payable to equipment vendors located in Europe, and most of those payments will be denominated in foreign currency. Depending on the level of tariffs in place at the time of delivery, and the potential for unfavorable changes in foreign currency exchange rates, the ultimate cost of such equipment purchases could increase significantly. During the fourth quarter of fiscal 2025, we obtained an equipment loan to finance a portion of this capital investment and intend to fund the remainder with borrowings under our Credit Facility or with available cash generated from our operations. We anticipate that expected net cash flow generated from operations and amounts available pursuant to the Credit Facility and the Equipment Loan (as defined below) will be sufficient to fund our operations and capital expenditures for the next twelve months. Our available credit under our Credit Facility has allowed us to reinvest in the Company through capital expenditures, develop new products, pay cash dividends, consummate strategic investments and business acquisitions and explore other growth strategies outlined in our Long-Range Plan.

Cash flows from operating activities have historically been driven by net income but are also significantly influenced by inventory requirements, which can change based upon fluctuations in both quantities and market prices of the various nuts and nut products we buy and sell. Current market trends in nut prices and crop estimates also impact nut procurement.

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The following table sets forth certain cash flow information for the first half of 2026 and 2025, respectively (dollars in thousands):


	December 25, 2025			December 26, 2024			$ Change
Operating activities	$	94,625		$	19,916		$	74,709
Investing activities		(46,263	)		(25,618	)		(20,645	)
Financing activities		(46,547	)		5,554			(52,101	)
Total change in cash	$	1,815		$	(148	)	$	1,963

Operating Activities Net cash provided by operating activities was $94.6 million for the first twenty-six weeks of fiscal 2026 compared to $19.9 million for the comparative period of fiscal 2025. The increase in operating cash flow was due primarily to changes in working capital, primarily decreased inventory and accrued expenses, and a higher net income.

Total inventories were $235.4 million at December 25, 2025, a decrease of $19.2 million, or 7.5%, from the inventory balance at June 26, 2025, and an increase of $29.6 million, or 14.4%, from the inventory balance at December 26, 2024. The decrease in inventories at December 25, 2025 compared to June 26, 2025 was due primarily to lower commodity acquisition costs for walnuts and peanuts and lower on-hand quantities of bars and pecans, partially offset by higher commodity acquisition costs for pecans and almonds and higher on-hand quantities of walnuts and cashews. The increase in inventories at December 25, 2025 compared to December 26, 2024 was due primarily to higher commodity acquisition costs across all major nut types except for peanuts and inshell walnuts, as well as greater on-hand quantities of work in process and finished goods inventory to support forecasted demand.

Raw nut and dried fruit input stocks, some of which are classified as work-in-process, decreased 2.7 million pounds, or 4.5%, at December 25, 2025 compared to December 26, 2024 due to lower quantities of walnuts, almonds and cashews on hand. This reduction was offset partially by higher quantities of peanuts and pecans on hand. The weighted average cost per pound of raw nut input stocks on hand at the end of the second quarter of fiscal 2026 increased 11.8% compared to the end of the second quarter of fiscal 2025 due primarily to higher acquisition costs for all major tree nuts except for inshell walnuts, partially offset by lower acquisition cost of peanuts and lower on-hand quantities of almonds and cashews.

Investing Activities Cash used in investing activities was $46.3 million during the first twenty-six weeks of fiscal 2026, compared to $25.6 million for the same period last year. Capital asset purchases were $47.3 million during the first twenty-six weeks of fiscal 2026, compared to $25.5 million for the first twenty-six weeks of fiscal 2025. Partially offsetting the fiscal 2026 cash outflows for capital asset purchases was $1.1 million of net life insurance proceeds received from existing life insurance contracts. We expect total capital expenditures for equipment purchases and upgrades for fiscal 2026 to be approximately $112.0 million based on current foreign currency exchange rates and tariff expectations. This includes all capital expenditures needed for the planned purchase of equipment to expand our production capabilities and related infrastructure improvements as described above, facility maintenance, food safety enhancements and expansion needs for our bars business. We expect to fund these capital purchases through a combination of borrowings under our existing Credit Facility, use of available cash from our operations and an equipment loan financing arrangement obtained in the fourth quarter of fiscal 2025. Absent any additional material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under the Credit Facility and our equipment loan financing, will be sufficient to meet the cash requirements for planned capital expenditures.

Financing Activities Cash used in financing activities was $46.5 million during the first twenty-six weeks of fiscal 2026, compared to cash provided of $5.6 million for the same period last year. Net repayments under our Credit Facility were $47.6 million during the first twenty-six weeks of fiscal 2026, compared to net borrowings of $29.3 million for the first twenty-six weeks of fiscal 2025. Equipment loan proceeds received were $16.9 million in the first twenty-six weeks of fiscal 2026. Dividends paid in the first twenty-six weeks of fiscal 2026 were approximately $6.9 million less than dividends paid in the same period last year.

Real Estate Matters

In August 2008, we completed the consolidation of our Chicago-based facilities into our Elgin headquarters (“Elgin Site”). The Elgin Site includes both an office building and a warehouse. We are currently attempting to find additional tenants for the available space in the office building at the Elgin Site. Until additional tenant(s) are found, we will not receive the benefit of rental income associated with such space. Approximately 81% of the rentable area in the office building is currently vacant. Approximately 29% of the rentable area has not been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures will likely be necessary to lease the remaining space.

In April 2024, the Company executed a 7.5 year lease for approximately 445,000 square feet of warehouse space. The warehouse is located in Huntley, IL near the Elgin Site and is primarily utilized to store finished goods inventory and as a distribution center along with light manufacturing.

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On January 15, 2026, the Company executed a 10 year lease for the remaining warehouse space of approximately 285,000 square feet at the Huntley location.

Financing Arrangements

Our Amended and Restated Credit Agreement dated March 5, 2020, as most recently amended on June 16, 2025, provides for a $150.0 million revolving loan commitment and letter of credit subfacility. The Credit Facility has an accrued interest rate based on SOFR plus an applicable margin based upon the borrowing base calculation, ranging from 1.35% to 1.85%. The Credit Facility allows the Company to pay up to $100.0 million in dividends per year, subject to meeting availability test, and is secured by a first priority lien over our accounts receivable and inventory.

Credit Facility

At our election, borrowings under the Credit Facility currently accrue interest at either (i) a rate determined pursuant to the administrative agent’s prime rate plus an applicable margin determined by reference to the amount of loans, which may be advanced under the borrowing base calculation, ranging from 0.25% to 0.75% or (ii) a rate based on SOFR plus an applicable margin as noted above.

At December 25, 2025, the weighted average interest rate for the Credit Facility was 6.7%. The terms of the Credit Facility contain covenants that, among other things, require us to restrict investments, indebtedness, acquisitions and certain sales of assets and limit annual cash dividends or distributions, transactions with affiliates, redemptions of capital stock and prepayment and refinancing of indebtedness (if such prepayment or refinancing, among other things, is of indebtedness under the equipment loan or of a subordinate debt). If loan availability under the borrowing base calculation falls below $25.0 million, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis, until loan availability equals or exceeds $25.0 million for three consecutive months. All cash received from customers is required to be applied against the Credit Facility. The lenders under the Credit Facility have the option to accelerate and demand immediate repayment of our obligations under the Credit Facility in the event of default on the payments required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or upon the occurrence of other defaults by us under the Credit Facility. As of December 25, 2025, we were in compliance with all covenants under the Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At December 25, 2025, we had $134.7 million of available credit under the Credit Facility. If this entire amount were borrowed at December 25, 2025, we would still be in compliance with all restrictive covenants under the Credit Facility.

Selma Property

In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026 and the base monthly lease amount increased to approximately $114,000. On December 30, 2025 we exercised the final remaining five-year renewal option which extended the lease term to September 2031. The base monthly lease payment will increase to approximately $121,000 beginning in October 2026. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 million was recorded as a debt obligation. No gain or loss was recorded on the Selma Properties transaction. As of December 25, 2025, $6.0 million of the debt obligation was outstanding.

Equipment Loan

On June 16, 2025, the Company entered into a financing agreement with Wells Fargo Bank, N.A. which allows the Company to finance up to $50.0 million for the purchase of equipment to further expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers (the “Equipment Loan”). The Equipment Loan is provided under a master loan agreement and related equipment schedule(s) and is secured under a Security Agreement that provides for a first priority lien on all equipment and a second priority lien on our accounts receivable and inventory. The Company will be required to make sixty equal monthly payments comprised of principal and interest starting upon distribution of the final loan proceeds which is expected to occur in the fourth quarter of fiscal 2026. The fixed interest rate (SOFR plus an applicable margin of 1.49%) will be calculated at that point in time as well. The Equipment Loan contains a graded prepayment penalty if the loan is paid off within 36 months of commencement. The Company will make monthly interest-only payments of SOFR plus an applicable margin of 1.60% prior to the delivery and acceptance of the equipment and distribution of the final loan proceeds, which will be capitalized as part of the equipment acquisition cost.

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As of December 25, 2025, $26.2 million of the debt obligation under the Equipment Loan was outstanding.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 26, 2025.

Recent Accounting Pronouncements

Refer to Note 14 – “Recent Accounting Pronouncements” of the Notes to Consolidated Financial Statements, contained in Part I, Item 1 of this form 10-Q, for a discussion of recently issued and adopted accounting pronouncements.

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FORWARD LOOKING STATEMENTSSome of the statements in this release are forward-looking. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) sales activity for the Company’s products, such as a decline in sales to one or more key customers, or to customers or in the nut and bars categories generally, in some or all channels, a change in product mix to lower price products, a decline in sales of private brand products or changing consumer preferences, including a shift from higher margin products to lower margin products; (ii) changes in the availability and costs of raw materials and ingredients due to tariffs and other import restrictions and the impact of fixed price commitments with customers; (iii) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (iv) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively; (v) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (vi) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s products; (vii) the ability of the Company to control costs (including inflationary costs) and manage shortages or other disruptions in areas such as inputs, transportation and labor; (viii) uncertainty in economic conditions, including the potential for inflation or economic downturn leading to decreased consumer demand; (ix) the timing and occurrence (or nonoccurrence) of other transactions and events, which may be subject to circumstances beyond the Company’s control; (x) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xi) losses due to significant disruptions at any of our production or processing facilities, our inability to meet or fulfill customer orders on a timely basis, if at all, or employee unavailability due to labor shortages; (xii) the ability to implement our Long-Range Plan, including growing our branded and private brand product sales, diversifying our product offerings (including by the launch of new products) and expanding into alternative sales channels; (xiii) technology disruptions or failures or the occurrence of cybersecurity incidents or breaches; (xiv) the inability to protect the Company’s brand value, intellectual property or avoid intellectual property disputes; and (xv) our ability to manage the impacts of changing weather patterns on raw material availability due to climate change.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Part I - Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended June 26, 2025.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 25, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 25, 2025, the Company’s disclosure controls and procedures were effective.

In connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 25, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 11 – “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties that could materially affect our Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 26, 2025. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 26, 2025 or during the first twenty-six weeks of fiscal 2026.

See Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Form 10-Q, and see Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 26, 2025.

Item 5. Other Information

Rule 10b5-1 Trading Arrangement

The following table shows our directors and officers that adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act:


Name & Position	Adoption Date	Shares of the Company's Common Stock		Expiration Date(1)
Jeffrey T. Sanfilippo, Chief Executive Officer	November 26, 2025		7,212	March 2, 2027
Jasper B. Sanfilippo, Jr., Chief Operating Officer	November 26, 2025		7,212	March 2, 2027
Lisa A. Sanfilippo, Director	November 26, 2025		2,272	March 2, 2027
James J. Sanfilippo, Director	November 26, 2025		1,268	March 2, 2027

(1)

The plan expires on the date in this column, or upon the earlier completion of all authorized transactions under the Rule 10b5-1 plan.

During the quarter ended December 25, 2025, other than noted above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits

The exhibits filed herewith are listed in the exhibit index below.

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EXHIBIT INDEX

(Pursuant to Item 601 of Regulation S-K)


Exhibit No.	Description

2.1	Asset Purchase Agreement, dated as of September 5, 2023, by and among John B. Sanfilippo & Son, Inc. and TreeHouse Foods, Inc., Bay Valley Foods, LLC and TreeHouse Private Brands, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed on September 8, 2023)

3.1	Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 24, 2005)

3.2	Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K for the fiscal year ended June 25, 2015)

3.3	Certificate of Amendment to the Restated Certificate of Incorporation of the Company filed on December 11, 2024 (incorporated by reference from Exhibit 3.3 to the Form 10-Q for the quarter ended December 26, 2024)

*10.1	Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.35 to the Form 10-Q for the quarter ended December 25, 2003)

*10.2	Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March 25, 2004)

*10.3	Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June 28, 2007)

*10.4	Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009)

*10.5	2023 Omnibus Incentive Plan (incorporated by reference from Annex A to the form DEF 14A filed on September 12, 2023)

*10.6	Amended and Restated Sanfilippo Value Added Plan, dated August 23, 2023 (incorporated by reference from Exhibit 10.12 to the Form 10-Q for the quarter ended September 28, 2023)

*10.7	Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference from Exhibit 10.13 to the Form 10-Q for the quarter ended December 28, 2023)

*10.8	Form of Employee Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference from Exhibit 10.14 to the Form 10-Q for the quarter ended December 28, 2023)

*10.9	Form of Employee Performance Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference from Exhibit 10.15 to the Form 10-Q for the quarter ended December 28, 2023)

*10.10	Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 and 2026 awards cycles) (incorporated by reference from Exhibit 10.16 to the Form 10-Q for the quarter ended December 26, 2024)

*10.11	Form of Employee Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 and 2026 awards cycles) (incorporated by reference from Exhibit 10.17 to the Form 10-Q for the quarter ended December 26, 2024)

*10.12	Form of Employee Performance Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 awards cycle) (incorporated by reference from Exhibit 10.18 to the Form 10-Q for the quarter ended December 26, 2024)

*10.13	Form of Employee Performance Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2026 awards cycle)

10.14	Amended and restated Credit Agreement dated as of March 5, 2020, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on March 11, 2020)

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Exhibit No.	Description

10.15	First Amendment to Amended and Restated Credit Agreement dated as of May 8, 2023 (incorporated by reference from Exhibit 10.13 to the Form 10-K filed on August 23, 2023)

10.16	Second Amendment to Amended and Restated Credit Agreement dated as of September 29, 2023 (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on October 2, 2023)

10.17	Consent and Third Amendment to Amended and Restated Credit Agreement dated as of June 16, 2025 (incorporated by reference from Exhibit 10.20 to the Form 10-K for the fiscal year ended June 26, 2025)

*10.18	Separation Benefits & General Release Agreement, effective August 5, 2025, between John B. Sanfilippo & Son, Inc. and Gina Lakatos (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on August 18, 2025)

*10.19	Nonqualified Deferred Compensation Plan Adoption Agreement of the Company dated as of November 22, 2022 (incorporated by reference from Exhibit 10.18 to the Form 10-Q for the quarter ended December 29, 2022)

*10.20	John B. Sanfilippo & Son, Inc. Nonqualified Deferred Compensation Plan dated as of November 22, 2022 (incorporated by reference from Exhibit 10.19 to the Form 10-Q for the quarter ended December 29, 2022)

*10.21	Separation Benefits & General Release Agreement, December 19, 2025, between John B. Sanfilippo & Son, Inc. and Jim Valentine

31.1	Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

31.2	Certification of Frank S. Pellegrino pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

32.1	Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

32.2	Certification of Frank S. Pellegrino pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

101.INS	Inline eXtensible Business Reporting Language (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	Inline XBRL Taxonomy Extension Schema With Embedded Link Base Documents

104	Cover Page Interactive Data File (embedded within the Inline XBL document)

* Indicates a management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURE

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 on January 29, 2026.


JOHN B. SANFILIPPO & SON, INC.

By
	/s/ Frank S. Pellegrino
	Frank S. Pellegrino
	Chief Financial Officer, Executive Vice President, Finance and Administration

EX-10.13 2 jbss-ex10_13.htm EX-10.13 EX-10.13

[Employee FY 2026 PSU]

John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan

Performance Restricted Stock Unit
Award Agreement

[Insert Date]

[Insert Name of Participant]

In accordance with the terms of the John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan (the “Plan”), pursuant to action of the Compensation and Human Resources Committee (the “Committee”) of the Board of John B. Sanfilippo & Son, Inc. (the “Company”), the Company hereby grants to you (the “Recipient”), subject to the terms and conditions set forth in this Performance Restricted Stock Unit Award Agreement (including Annexes A and B hereto) (the “PSU Award Agreement”), Restricted Stock Units subject to performance vesting (“PSUs”), as set forth below.

Unless otherwise specified, capitalized terms used in this PSU Award Agreement shall have the meanings specified in the Plan. The terms and conditions of the Plan are incorporated by reference and govern except to the extent that, when permitted by the Plan, this PSU Award Agreement provides otherwise.

Each PSU corresponds to one Share and is an unfunded and unsecured promise by the Company to deliver such Share on a future date as set forth herein, subject to the terms and conditions set forth herein. Until such delivery, you only have the rights of a general unsecured creditor of the Company and not as a stockholder with respect to the Shares underlying your PSUs.


Number of PSUs Granted:	Target number of PSUs [#] (the “Target PSUs”), subject to adjustment as set forth in Annex B.
Date of Grant:	[xx/xx/xxxx]
Vesting Date:	As defined in Section 1 of Annex B hereto.
Performance Period:	[] Fiscal Year, as specified in Section 6 of Annex B hereto.
Dividend Equivalents:	None.

PSUs are subject to cancellation as provided herein (including Annexes A and B) and the Plan.

Further terms and conditions of your Award of PSUs are set forth in Annexes A and B, which are integral parts of this PSU Award Agreement.

[Employee FY 2026 PSU]

By accepting this Award, you hereby acknowledge the receipt of a copy of this PSU Award Agreement, including Annexes A and B, and a copy of the Plan and agree to be bound by all terms and provisions hereof (including those in Annexes A and B) and thereto.

John B. Sanfilippo & Son, Inc.

Recipient:

Print Name:

[Employee FY 2026 PSU]

Annex A

Performance Restricted Stock Unit Award Agreement

Further Terms and Conditions of Award. It is understood and agreed that the Award of PSUs evidenced by the PSU Award Agreement to which this is annexed is subject to the following additional terms and conditions:

Termination of Service. Notwithstanding anything to the contrary contained in Article 13 of the Plan, upon the Recipient’s Termination of Service, any unvested PSUs for which the Performance Period has not been completed (“Unearned PSUs”) and Accrued PSUs (defined in Annex B) shall be treated as follows:

Death or Disability – If the Recipient’s Termination of Service is on account of death or Disability, any then Unearned PSUs shall not be cancelled and instead shall remain eligible to vest notwithstanding such Termination of Service and shall remain subject to adjustment pursuant to Annex B. Accrued PSUs, if any, shall remain eligible to vest in accordance with the terms of this PSU Award Agreement.

Normal Retirement with Proper Advance Notice – If the Recipient’s Termination of Service is on account of Normal Retirement (as defined below) and the Recipient provided at least [60][365]1 days advance written notice of the Recipient’s intent to exercise this Normal Retirement provision to the head of the Company’s Human Resources Department, any then Unearned PSUs shall remain eligible to vest notwithstanding such Termination of Service and shall remain subject to adjustment pursuant to Annex B. For the purposes of this PSU Award Agreement, “Normal Retirement” shall mean the Recipient’s Termination of Service, other than death or Disability, after the date the Recipient has (i) been continuously employed by the Company or any Subsidiary of the Company for at least seven (7) years and (ii) achieved the age of at least 62. Accrued PSUs, if any, shall remain eligible to vest in accordance with the terms of this PSU Award Agreement.

Early Retirement with Proper Advance Notice – If the Recipient’s Termination of Service is on account of Early Retirement (as defined below) and the Recipient provided at least [60][365] days advance written notice to the head of the Company’s Human Resources Department of the Recipient’s intent to exercise this Early Retirement provision, then a pro-rated portion of any then Unearned PSUs shall remain eligible to vest notwithstanding such Termination of Service, with the proration determined by multiplying the number of PSUs granted by a fraction (which shall not be greater than 1), the numerator of which is the number of whole months that the Recipient was in service during the Performance Period and the

1 Employees with a director, senior director and vice president title are required to provide 60 days’ notice under this PSU Award Agreement. Employees with a senior vice president or higher title (including the CEO, CFO and COO) must provide 365 days’ notice under this PSU Award Agreement

[Employee FY 2026 PSU]

denominator of which is 12. Any prorated, Unearned PSUs shall remain subject to adjustment pursuant to Annex B. The remainder of any Unearned PSUs shall be cancelled as of the date of the Participant’s Termination of Service. Accrued PSUs, if any, shall remain eligible to vest in accordance with the terms of this PSU Award Agreement. For the purposes of this PSU Award Agreement: “Early Retirement” shall mean the Recipient’s Termination of Service, other than death or Disability, after the date the Recipient has (i) been continuously employed by the Company or any Subsidiary of the Company for at least ten (10) years and (ii) achieved the age of at least 55.

Normal Retirement or Early Retirement without Proper Advance Notice – If the Recipient’s Termination of Service is on account of Normal Retirement or Early Retirement and the Recipient failed to provide at least [60][365] days advance written notice to the head of the Company’s Human Resources Department in accordance with this PSU Award Agreement, then all Unearned PSUs and Accrued PSUs shall be cancelled as of the end of the day of such Termination of Service unless the Committee, in its sole discretion, determines that all or some portion of such Unearned PSUs shall remain eligible to vest notwithstanding such Termination of Service and (if the Committee so determines) shall remain subject to adjustment pursuant to Annex B.

Any Other Reason – If the Recipient’s Termination of Service is on account of any other reason, then all Unearned PSUs and Accrued PSUs shall be cancelled as of the end of the day of such Termination of Service.

[Reserved].

Six-Month Delay Due to Code Section 409A. Notwithstanding anything else herein to the contrary, if Recipient is a “specified employee” for purposes of Code Section 409A at the time of the Recipient’s Termination of Service and if an exception under Code Section 409A does not apply, any payment to the Recipient under this PSU Award Agreement that is payable on account of a Termination of Service (other than death or Disability) shall be delayed until six (6) months after the Recipient’s Termination of Service (other than death or Disability) as required by Code Section 409A. Normal and Early Retirements with proper notice may be subject to this six-month delay.

Fractional Shares. If any calculation of Shares to be awarded or to be cancelled or to be released from restrictions or limitations would result in a fraction, any fraction of 0.5 or greater will be rounded to one, and any fraction of less than 0.5 will be rounded to zero.

Tax Withholding. With respect to the minimum statutory tax withholding required upon the Vesting Date or as otherwise required by applicable law, the Company may satisfy such withholding requirements by (a) withholding from other wages, compensation and amounts otherwise owed to the Recipient or, (b) at the written election of the Participant, by withholding Shares otherwise deliverable in connection with the applicable PSU, in whole or in part. Unless the withholding of such Shares is not allowed under applicable tax or securities law or has materially adverse accounting consequences, the Recipient may elect, in writing, for the Company to withhold additional Shares beyond the number required to satisfy the minimum statutory tax withholding, up to the maximum applicable federal and state tax rates. If the obligation for any taxes is satisfied by withholding in Shares, for tax purposes, the Recipient is deemed to have been issued the full number of Shares subject to the PSUs, notwithstanding that a number of the Shares are so withheld.

[Employee FY 2026 PSU]

Ratification of Actions. By accepting the PSU Award or other benefit under the Plan, the Recipient and each person claiming under or through him shall be conclusively deemed to have indicated the Recipient’s acceptance and ratification of, and consent to, any action taken under the Plan or the PSU Award by the Company, the Board or the Committee.

Notices. Any notice hereunder to the Company shall be addressed to the head of the Company’s Human Resources Department, and any notice hereunder to Recipient shall be addressed to him or her at the address contained in the Company’s records, subject to the right of either party to designate at any time hereafter in writing some other address.

Nontransferability. Recipient may not sell, transfer, assign, pledge or otherwise dispose of the PSUs covered by this PSU Award Agreement, other than by will or by the laws of descent and distribution.

No Employment Rights. This PSU Award Agreement does not provide Recipient with any rights to continued employment with the Company or a Subsidiary. The Company and its Subsidiaries reserve the right to terminate Recipient’s employment at any time, with or without cause.

10.

Trade Secrets and Confidential Information. Recipient shall not at any time directly or indirectly, either during or after the term of employment with the Company, divulge any Trade Secrets (as defined below) or any Confidential Information (as defined below) to any other person or business entity, nor use or permit the use of any Trade Secrets or any Confidential Information, other than on behalf of the Company and pursuant to the discharge of the responsibilities of Recipient as an employee. Upon the cessation of Recipient’s employment with the Company under any circumstances, Recipient shall promptly tender to the Company all documents, lists, records, cellular devices, computers, computer stored media and data (with accompanying passwords) and any other items, and reproductions thereof, of any kind in Recipient’s possession or control containing Trade Secrets or Confidential Information. Recipient agrees to carefully guard (a) the Trade Secrets and Confidential Information and (b) similar information owned by others (including customers and vendors) which Recipient knows the Company is obligated by contract or other duty to keep confidential.

Trade Secrets – As used herein, the term “Trade Secrets” shall include any information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons or business entities who can obtain economic value from its disclosure or use. As used herein, Trade Secrets shall not include information which is known, or shall become known through no fault of the Recipient, to the public or generally known within the industry of businesses comparable to the Company. All Trade Secrets imparted to Recipient by the Company, or otherwise obtained by Recipient, at any time, relating to the Company’s business operations, product data, customer or prospect lists or information, procurement data or practices, customer specification information and related data, pricing and cost data, marketing information, computer programs, business strategies, information regarding products under research and development, recipes, product formulae, manufacturing processes and any other such proprietary and confidential information is revealed and entrusted to Recipient in confidence, solely in connection with and for the purpose of employment on behalf of the Company.

[Employee FY 2026 PSU]

Recipient agrees that Trade Secrets are and remain the sole property of the Company.

Confidential Information – As used herein, the term “Confidential Information” shall include Trade Secrets and all other confidential and/or proprietary information that does not rise to the level of Trade Secrets that is imparted, revealed and/or entrusted to Recipient by the Company in confidence. Confidential Information that is not Trade Secrets includes, but is not limited to, information regarding the Company’s operations, procurement processes, product information regarding products under research and development, methods of doing business, supplier and grower information, and accounting and legal information. As used herein, Confidential Information shall not include any information that is (a) generally known within the industry of businesses comparable to the Company or to the public, other than as a result of the breach of this PSU Award Agreement by Recipient or any breach of confidentiality obligations or other duties by third parties, (b) made legitimately available to Recipient by a third party without breach of any confidentiality obligation or other duty, or (c) required by law or legal process to be disclosed; provided that Recipient shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment. All Confidential Information imparted to Recipient by the Company, or otherwise obtained by Recipient, at any time, is revealed and entrusted to Recipient in confidence, solely in connection with and for the purpose of employment on behalf of the Company. Recipient agrees that Confidential Information is and remains the sole property of the Company.

Notice of Immunity – Pursuant to the Defend Trade Secrets Act of 2016, Recipient understands that: Recipient shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Trade Secrets that are made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law. Recipient shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Trade Secrets that are made in a complaint or other document that is filed in a lawsuit or other proceeding, if such filing is made under seal. Recipient who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose Trade Secrets to the attorney of Recipient and use the Trade Secrets information in the court proceeding if Recipient (a) files any document containing the Trade Secrets under seal, and (b) does not disclose the Trade Secrets, except pursuant to court order.

11.

Non-Solicitation and Non-Disparagement.

Restrictions as to Solicitation of Employees – Recipient agrees that, during his employment with the Company and for a period of 12 months from the cessation of Recipient’s employment with the Company for any reason, including retirement, voluntary resignation, cessation as a result of performance or for or without cause, Recipient shall not solicit, hire or cause to be hired any employees of the Company for employment in any line of business or attempt to induce or encourage any such employee to leave the employ of the Company.

[Employee FY 2026 PSU]

Recipient also agrees not to make such solicitations indirectly. Recipient also shall not, directly or indirectly, aid or assist any other person, firm, corporation or other business entity in performing any of the aforesaid acts. This applies to actions Recipient may take in any capacity, including, but not limited to, as proprietor, partner, joint venturer, stockholder, member, director, officer, manager, trustee, principal, agent, servant, employee, or in any other capacity. It is agreed this restriction is reasonable and necessary to protect the goodwill and confidential information of the Company.

Non-Disparagement – Recipient agrees not to willingly or knowingly make any statement or criticism that would reasonably be expected to cause the Company’s customers, suppliers or other business partners embarrassment, humiliation or otherwise cause or contribute to the Company's customers, suppliers or other business partners being held in disrepute by the public or by the customers, suppliers, other business partners or employees of the Company, except as required by law. Recipient agrees not to willingly or knowingly make any statement or criticism that would reasonably be expected to cause the Company embarrassment, humiliation or otherwise cause or contribute to the Company being held in disrepute by the public or the customers, suppliers, other business partners or employees of the Company, or otherwise disparage or harm the reputation of the Company. However, nothing in this PSU Award Agreement will be construed to prohibit Recipient from filing a charge with, reporting possible violations to, or participating or cooperating with any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower, anti-discrimination or antiretaliation provisions of federal, state or local law or regulation; provided, that Recipient may not disclose Company information that is protected by the attorney-client privilege, except as expressly authorized by law; provided further, Recipient does not need the prior authorization of the Company to make any such reports or disclosures, and Recipient is not required to notify the Company that Recipient has made such reports or disclosures.

12.

Cooperation. At any time subsequent to the cessation of Recipient’s employment with the Company for any reason, Recipient agrees to cooperate fully with the Company in the defense, prosecution or conduct of any claims, actions, investigations, or reviews now in existence or which may be initiated in the future against, involving or on behalf of the Company or any Subsidiary which relate to events or occurrences that transpired during Recipient’s employment with the Company (“Matters”). Recipient’s cooperation in connection with such Matters will include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested. The Company will reimburse Recipient for all reasonable out-of-pocket expenses incurred by Recipient in connection with such cooperation with respect to such Matters.

13.

Remedies. Recipient understands and agrees that money damages would not be a sufficient remedy for any breach of this PSU Award Agreement and that if Recipient should breach, or threaten to commit a breach, of any of the provisions of this PSU Award Agreement, the Company is entitled to seek equitable relief, including injunction and specific performance, as a remedy of such breach, in each case without any requirement to post a bond or other surety.

[Employee FY 2026 PSU]

Such remedies shall not be deemed to be the exclusive remedies for a breach of this PSU Award Agreement, but shall be in addition to all other remedies available at law or equity to the Company. The restrictions contained in this PSU Award Agreement do not supersede or reduce any rights that the Company may have pursuant to Federal or State law pertaining to any Trade Secrets or Confidential Information and, in the event that any such law provides greater protections with respect to any Trade Secrets or Confidential Information than the protections contained in this PSU Award Agreement, such greater protections shall apply.

14.

Governing Law and Severability. This PSU Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. To the extent not preempted by Federal law, the PSU Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. The provisions of this PSU Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

15.

Definitions. Capitalized terms not otherwise defined in the PSU Award Agreement or in this Annex A attached thereto shall have the meanings given them in the Plan.

16.

Code Section 409A. It is intended that this PSU Award Agreement will either comply with or be exempt from Code Section 409A to the extent applicable, and the Plan and the PSU Award Agreement shall be interpreted and construed on a basis consistent with such intent. The PSU Award Agreement may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve compliance with (or exemption from) Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for any benefits or amounts deferred or paid pursuant to this PSU Award Agreement.

17.

Waiver. The Recipient and every person claiming under or through the Recipient hereby waives to the fullest extent permitted by applicable law any right to a trial by jury with respect to any litigation directly or indirectly arising out of, under, or in connection with the Plan or this PSU Award Agreement issued pursuant to the Plan.

18.

Interpretation. The Committee shall have final authority to interpret and construe the Plan and this PSU Award Agreement and Annexes A and B and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Recipient and his/her legal representative in respect of any questions arising under the Plan or this PSU Award Agreement and Annexes A and B.

19.

Securities Laws. The Recipient acknowledges that certain restrictions under state or federal securities laws may apply with respect to the Shares underlying the PSUs granted pursuant to this PSU Award Agreement, even after the Shares have been delivered to the Recipient. Specifically, Recipient acknowledges that, to the extent he or she is an "affiliate" of the Company (as that term is defined by the Securities Act of 1933), the Shares underlying the PSUs granted pursuant to this PSU Award Agreement are subject to certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission's Rule 144). Recipient hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain under such laws.

[Employee FY 2026 PSU]

20.

Compensation Recovery. This PSU Award Agreement shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company. As consideration for and by accepting the PSUs, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 20.

21.

Data Collection. The Recipient hereby explicitly and unambiguously consents to the collection, use, holding and transfer, in electronic or other form, of his or her personal data as described in this PSU Award Agreement by the Company for the exclusive purpose of implementing, administering and managing the Recipient’s participation in the Plan. The Recipient understands that the Company may hold certain personal information about the Recipient, including his or her name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any Shares held in the Company, details of all options or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in the Recipient’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan. The Recipient may request a list with the names and addresses of any recipients of the Data by contacting the head of the Company’s Human Resources Department. The Recipient authorizes any such third parties to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Recipient may elect to deposit any shares acquired upon settlement of the PSUs. Data will be held only as long as is necessary to implement, administer and manage the Recipient’s participation in the Plan. The Recipient may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the head of the Company’s Human Resources Department. Refusing or withdrawing his or her consent may affect the Recipient’s ability to participate in the Plan. For more information on the consequences of a refusal to consent or withdrawal of consent, the Recipient may contact the head of the Company’s Human Resources Department.

Annex B

Performance Restricted Stock Unit Award Agreement

[Employee FY 2026 PSU]

Further Terms and Conditions of Award. It is understood and agreed that the Award of PSUs evidenced by the PSU Award Agreement to which this Annex B applies is subject to the following additional terms and conditions:

Vesting and Cancellation. Achievement of the following performance goal above threshold (for the [] Fiscal Year) will result in cliff vesting of the PSUs, adjusted as set forth below, on the third anniversary of the date of grant (the “Vesting Date”). Except as set forth in Annex A, Unearned PSUs (and Accrued PSUs in the instances specified in Annex A) shall be cancelled upon the Recipient’s Termination of Service prior to the Vesting Date.

Performance Criteria. Upon completion of the Performance Period, the number of Target PSUs shall be adjusted (including to zero, if applicable) by multiplying the number of Target PSUs by the Fiscal Year Performance Percentage. Any such PSUs earned and adjusted in this manner shall be “Accrued PSUs” under this PSU Award Agreement. Should the Target PSUs be adjusted to zero, such PSUs will be cancelled and forfeited and no longer constitute “Unearned PSUs.”

[Performance Criteria].

Award Settlement. Subject to the Plan, the Company shall deliver to the Participant one (1) share of Common Stock for each vested PSU, as adjusted pursuant to this Annex B, to the extent not otherwise cancelled pursuant to the terms of this PSU Award Agreement at an administratively convenient date following the Vesting Date.

Adjustment. In accordance with the Plan, the Committee may, in its sole discretion, adjust the [performance criteria] for the [] fiscal year, to reflect any (a) acquisition; (b) disposition; (c) joint venture; (d) entry into or launch of a new product or product line; (e) exit of, or shutting down, an existing product or product line; (f) significant co-manufacturing or co-packaging arrangement or agreement; (g) unforeseen gain or loss of a material customer; (h) plant closure, equipment shutdown or food safety or quality event caused by forces outside of the Company’s control or other act of God; (i) not currently planned significant capital investment to expand production; or (j) any other business transaction or event which may have an impact on the [performance criteria] in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Award. Such adjustment shall be promptly communicated to the Recipients.

Performance Goals/Definitions.

“Performance Period” and “[] Fiscal Year” mean the [] fiscal year of the Company as determined by the Company’s accounting policies.

EX-10.21 3 jbss-ex10_21.htm EX-10.21 EX-10.21

Exhibit 10.21

UNDERSTANDING OF SEPARATION BENEFITS

& GENERAL RELEASE AGREEMENT

This UNDERSTANDING OF SEPARATION BENEFITS & GENERAL RELEASE AGREEMENT (“Agreement”) is made by and between James Valentine (hereinafter "Employee") and John. B. Sanfilippo & Son, Inc. and its affiliates, subsidiaries, predecessors, successors and assigns (hereinafter the "Company”); Employee and Company are referenced collectively herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Parties mutually agree and acknowledge that Employee’s Illinois-based at-will employment with the Company was involuntarily terminated due to the Employee’s retirement on December 23rd, 2025 (“Separation Date”); however Employee will get paid and retain their JBSS benefits through December 31st, 2025 (“Paid through Date”);

WHEREAS, the Parties desire to fully and expeditiously resolve any and all potential claims, charges or issues of law or fact that have been raised or could have been raised, whether presently known or unknown, arising out of or in any way related to Employee’s employment with the Company, and without the Company acknowledging any liability whatsoever.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals, which are true and correct and incorporated into this Agreement as well as in consideration of the monies, mutual promises and mutual covenants contained herein, the Parties agree as follows:

1. In exchange for the promises of Employee contained in this Agreement, including the release of claims outlined in Section 2 below, the Company agrees to provide the following benefits to Employee, in each case conditioned on Employee not timely revoking this Agreement as contemplated by Section 15 below:

the Company will not contest, or will withdraw any protest it has made to, Employee’s claim for unemployment insurance benefits for which Employee may or may not be eligible;

the Company will also pay to Employee a reimbursement for insurance premiums for continuation of medical, dental and vision insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA, for a maximum period of seventy-eight (78) continuous weeks from the final date of employment (“Paid through Date”) provided Employee timely elects such coverage; and

the Company will pay Employee a bonus under the SVA Plan for the 2026 fiscal year in accordance with the terms of the SVA Plan, including when amounts (if any) are paid to the other participants under the SVA Plan, based on Employee’s “Retirement” (as set forth in the SVA Plan).

The Parties acknowledge and agree that the benefits outlined in Sections 1(a), 1(b), and 1(c) above are benefits to which Employee would not be entitled under the Company's established policies, plans, and procedures and that these benefits constitute extra benefits in exchange for Employee effectively signing and not revoking this Agreement.

ACCRUED OBLIGATIONS AND VESTED BENEFITS

The payments and benefits set forth in this Section have been paid or will be paid and provided to Employee whether or not Employee signs this Agreement:

Final Wages

The Company has paid or will pay the base salary of Employee through the Paid through Date.

Accrued Vacation (Sanfilippo Time Off)

The Company has paid or will pay Employee all earned and accrued but unused vacation (aka STO hours) through the Separation Date.

401(k) other Employee Benefit Plans

401(k) plan benefits and other health and welfare plan benefits will be payable in accordance with applicable plan documents.

Reimbursement of Expenses

The Company has paid or will pay Employee in accordance with its reimbursement policy for all business expenses which Employee properly incurred in connection with Employee’s work for the Company through the Separation Date.

Treatment of Restricted Stock Units

The outstanding restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted by the Company to Employee pursuant to the Company’s 2014 Omnibus Incentive Plan (“2014 Plan”) and 2023 Omnibus Incentive Plan (together with the 2014 Plan the “2014 and 2023 Plans”) are all unvested and listed in Exhibit A to this Agreement and shall be treated consistent with Section 13(c) of the 2014 and 2023 Plans and thus all such awards shall be forfeited and cancelled as of the Separation Date. Except as set forth on Exhibit A, Employee does not hold or have rights with respect to any other RSU, PSU or other award under the 2014 and 2023 Plans or any other equity plan of the Company.

- 2 -

2. In consideration of the promises made by the Company in this Agreement, the sufficiency of which the Employee fully acknowledges, Employee hereby releases and forever discharges the Company, and its affiliates, parent, subsidiaries, predecessors, successors and assigns, and each of its and their respective insurance carriers, employees, shareholders, owners, members, directors, board members, officers, attorneys, agents and representatives, past and present, and each of them collectively and individually (hereinafter collectively referred to as "Releasees"), from any and all actions, causes of action, claims or liabilities of any kind, whether known or unknown, which have or could be asserted against the Releasees arising out of or related to employee’s employment with the Company and/or any other occurrence up to and including the date of this Agreement, including but not limited to:

a. claims, actions, causes of action or liabilities based on discrimination, harassment or retaliation arising under the Equal Pay Act of 1963; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; Section 1981 of the Civil Rights Act of 1866; the Americans with Disabilities Act; Illinois Street Gang Racketeer Influenced and Corrupt Organizations (RICO) Act; Racketeer Influenced and Corrupt Organizations (RICO) Act; the Rehabilitation Act of 1973, the Age Discrimination in Employment Act; the Illinois Human Rights Act; the Family Medical Leave Act; the Federal Worker Adjustment and Retraining Notification Act; the Illinois Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act only to the extent permitted by law; the Federal Occupational Safety and Health Act; the National Labor Relations Act; the Illinois Equal Pay Act; and the Illinois Biometric Information Privacy Act, all as amended, and all other federal, state, municipal or local employment discrimination statutes (including, but not limited to, claims based on age, sex, gender, sexual orientation, gender identity, gender expression, attainment of benefit plan rights, race, color, national origin, ethnicity, ancestry, religion, mental disability, physical disability, handicap, medical condition, marital status, family status, legally protected leave, retaliation, genetic information, military service, and veteran status); and

b. claims, actions, causes of action or liabilities and/or any other federal, state, or local statute, law, ordinance or regulations;

c. any other claim whatsoever including, but not limited to, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, negligence, invasion or breach of privacy rights and/or any other common law, statutory or other claim whatsoever arising out of or relating to Employee’s employment with the Company;

d. but excluding any claims which Employee may make under state workers' compensation or unemployment compensation laws; any claims which by operation of law Employee cannot waive; and claims related to a breach of this Agreement.

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Employee acknowledges and understands that nothing contained in this Agreement limits Employee’s right or ability to file a charge or complaint with or otherwise participate in any investigation or proceeding conducted by, any federal, state, municipal or local governmental agency or commission (“Government Agency”), including any Government Agency charged with enforcing any anti-discrimination law. Employee acknowledges that they understand that this Agreement does not limit their ability to communicate with or provide information, including any good faith allegations criminal conduct or unlawful employment practice (including discrimination, harassment, or retaliation), to any appropriate Government Agency without notice to the Company. This Agreement does not limit Employee’s right to receive financial incentives for information provided to any Government Agency; however, it is understood and agreed by Employee that they shall not seek or receive or be entitled to reinstatement or any monetary damages (including back pay, front pay, compensatory or punitive damages) from the Company or any Releasee as a result of any information provided to, or charge or complaint filed with, any Government Agency as this Agreement extinguishes Employee’s right to pursue any such remedy as contemplated and provided by the consideration set forth and agreed by the Parties.

3. Employee affirms that prior to signing this Agreement (a) Employee reported all hours worked and all business expenses Employee personally incurred in the course and scope of Employee’s employment with the Company; (b) that Employee will be paid or was paid on January 15th, 2026, in full, for all earned wages, bonuses (other than under the SVA Plan for the 2026 fiscal year or any subsequent fiscal year), commissions and other forms of remuneration and benefits of any kind, including payment for any earned but unused vacation and/or PTO days (aka STO days), and all other compensation due under applicable law including but not limited to the Fair Labor Standards Act, the Illinois Minimum Wage Law, and the Illinois Wage Payment and Collection Act; and (c) that Employee has been properly and fully reimbursed for any and all business expenses they personally incurred in the course of their employment with the Company. Employee understands and acknowledges that the Company’s payment of the sums referenced in this Section 3 was pursuant to the Company’s usual payroll and reimbursement policies and was not contingent upon Employee accepting or entering this Agreement. Employee further affirms that (i) no sexual harassment or abuse claims exist, or have been claimed, that would impact the tax ramifications of this Agreement pursuant to IRS Regulations and Section 13307 of the Federal Tax Cuts and Jobs Act; and (ii) Employee has no known workplace injuries or occupational diseases and that, to Employee’s knowledge, they have not been exposed to any hazardous or toxic substances during the course of their employment with the Company.

4. By executing this Agreement, Employee affirms they have (a) returned or will return per Company’s request all Company property within their possession or control, including work product they created and/or to which they have contributed during the course of Employee’s employment with the Company, or notified the Company of any such property which is lost, unable to be found or missing; (b) provided or will provide all usernames and passwords to databases to which Employee has access in connection with his Employment. Employee also affirms that they are in possession of all personal property that they had at the Company’s premises and that the Company is not in possession of any of Employee’s personal property.

5. Employee acknowledges and expressly agrees that, in Employee’s best interest, the terms and facts of this Agreement shall be kept confidential, and that Employee will not hereafter disclose any information concerning this Agreement to any third person except their lawful spouse, their attorney, or their paid accountant for tax purposes, or as otherwise required by law.

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Employee further agrees that in the event they disclose the terms of this Agreement to Employee’s spouse, attorney, or paid accountant, they will instruct that person not to reveal, disseminate by publication of any sort, or release in any manner or means this Agreement or any part thereof or any matters, factual or legal, contained in the Agreement (except as may be allowed under the Agreement or as required by applicable law or regulation) to any other person or to any member(s) of the public, or to any newspaper, magazine, radio station, television station, Internet website, or to any future, current or former employee, representative, agent, customer, creditor, or competitor of any of the Releasees without the express written consent of the Releasees. In Employee’s best interest, both Parties hereby acknowledge and agree that, should they be asked about this Agreement or any underlying dispute between Employee and Company, that person will indicate no more than that all issues have been resolved. Notwithstanding the foregoing, the Parties acknowledge that Employee’s confidentiality obligations contained in the first two sentences of this Section 5 shall only extend to such provisions of this Agreement which are not publicly disclosed by the Company in accordance with the rules and regulations of the Securities and Exchange Commission.

6. Employee’s confidentiality obligations set forth below are in addition to, and do not supersede or modify, Employee’s existing confidentiality and trade secret obligations under the Prior Agreements. Employee acknowledges that during their employment they have had access to confidential information, including the Company’s trade secrets, the Company’s proprietary and confidential information, and confidential information entrusted to the Company by others (collectively “Confidential Information”) all of which, Employee acknowledges, the Company has taken reasonable steps to secure and protect from disclosure to third parties. Employee expressly agrees that Confidential Information to which they had access is competitively-sensitive and not generally known to third-parties that could derive economic value from its use or disclosure, including, without limitation confidential: proprietary computer code; business and marketing strategies and plans; methods; techniques; formulas; pricing strategies; cost information; profit margins; data contained in the Company’s files or databases; information subject to the legal privilege or work product doctrine; customer-specific information; terms and conditions of customer and/or supplier contracts; product specifications not known to the public; the details of on-going or prospective negotiations with customers or suppliers; litigation status; litigation strategy; claims by customers or suppliers; corporate responsibility strategy; information contained in the minutes of the board and committees of the Company; compensation information regarding the employees of the Company; status of an investigations or purported investigations regarding the Company, its directors and employees; information regarding the Company’s strengths and weaknesses of which Employee was not aware prior to joining the Company and which could be competitively useful if disclosed to or used by a competitor; as well as any other information, however documented, that is a trade secret within the meaning of the Illinois Uniform Trade Secrets Act (765 ILCS 1065/2(d)) (the “IUTSA”) or the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 (the "DTSA"). “Confidential Information” shall not, however, include (a) information that the Company has disseminated to the public or that has become generally available to the public other than by Employee’s breach of any confidentiality obligation, (b) any information disclosed to Employee by a third party not under any known obligation of confidentiality to the Company, or (c) any information independently known by Employee without access to or reliance upon any Confidential Information.

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Employee understands that all Confidential Information, and all copyrights, trademarks, patents and other rights in connection therewith, shall be the sole property of the Company and its assigns. Nothing in this Agreement shall be construed to supersede or otherwise diminish any right or obligation under any confidentiality agreement or other restrictive covenant signed by Employee relating to Employee’s employment with the Company. Employee affirms they have not divulged Confidential Information and that they will continue to maintain the confidentiality of Confidential Information to which they had access by virtue of their employment with the Company consistent with Company policies and any existing lawful agreements relative to confidential and proprietary information that were in effect at the time of Employee’s employment by the Company.

Notwithstanding any provisions in this Agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets, Employee is hereby notified that, pursuant to Section 7 of the DTSA, Employee cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Nothing in this Agreement prevents Employee from (a) requesting or receiving confidential legal advice; (b) filing a charge with, reporting possible legal violations to, or participating or cooperating with, any Governmental Agency; or (c) making truthful statements or disclosures required by law, regulation or legal process; or (d) engaging in activities that are protected by any applicable law or regulation.

7. In addition to Employee’s existing non-disparagement obligations under the Prior Agreements, Employee agrees not to make any disparaging statements that are false or misleading about Employee’s employment with or separation from the Company, the Company’s work product, the Company’s products, the Company’s directors, affiliates, employees, or any other dealings between Employee and the Company, to any third party, specifically including, without limitation, any past, present or prospective employee of the Company, any supplier or prospective supplier of the Company, any customer or prospective customer of the Company, any employer or prospective employer of Employee, or any representative of any media source. Employee further agrees not to apply for or seek future employment opportunities with the Company.

8. Employee acknowledges that the compensation provided in this Agreement is provided exclusively in exchange for the promises made in this Agreement. Nothing in this Agreement shall be construed to limit Company’s right to recover against Employee for any other damages incurred due to breach of this Agreement or any other actions of Employee, including the recovery of its reasonable costs and attorneys’ fees incurred to enforce any of the provisions of this Agreement.

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Nothing in this Agreement shall be construed to limit the Company’s right to seek injunctive relief against Employee for any breach or threatened breach of any term of this Agreement, and upon obtaining any such relief, in any form, including, but not limited to temporary or preliminary injunctive relief, Employee shall pay the Company’s reasonable attorneys’ fees and costs incurred in obtaining such relief.

9. Employee acknowledges that this Agreement contains the entire understanding between the Parties with respect to Employee’s separation and severance benefits and supersedes any prior agreements, statements, comments, or proposals between the Parties relating to such separation and severance, except for existing lawful restrictive covenant agreements as to post-employment competitive activities or confidentiality obligations imposed by agreement or applicable policy on Employee. For the avoidance of doubt, Employee’s post-employment obligations under the RSU and the PSU Award Agreements dated November 16, 2023, November 20, 2024, and November 12, 2025 , and any employment-related confidentiality agreements (collectively, the “Prior Agreements”), shall remain in full force and effect and shall survive on their own independent of and in addition to this Agreement.

Without limiting the above paragraph, Employee specifically acknowledges and reaffirms that Employee remains bound by the following post-employment restrictive covenants contained in the Prior Agreements:

(a)

Employee Non-Solicitation: Employee shall not, for a period of twelve (12) months from the cessation of Employee’s employment with the Company, solicit, hire or cause to be hired any employees of the Company for employment in any line of business or attempt to induce or encourage any such employee to leave the employ of the Company, as set forth in the RSU and PSU Award Agreements. Notwithstanding the foregoing, advertisements through any medium directed at the general public (or hiring as a result thereof) shall not constitute prohibited solicitation under this paragraph;

(b)

Confidentiality and Trade Secrets: Employee’s obligations to maintain confidentiality of the Company’s Confidential Information and trade secrets, as defined in the Prior Agreements; and

(c)

Non-Disparagement: Employee’s non-disparagement obligations as set forth in the RSU and PSU Award Agreements.

Employee acknowledges that these continuing obligations are separate from and in addition to any obligations set forth in this Agreement, and that the severance consideration provided herein does not modify or reduce Employee’s obligations under the Prior Agreements. Employee acknowledge and agrees that, following the Separation Date, she will be subject to the terms of (i) the Restatement Clawback Policy (the “Clawback Policy”) and the recoupment/clawback provisions of the Sanfilippo Value Added Plan (“SVA Plan”) and any compensation payable under this Agreement shall be subject to the terms of the Clawback Policy or SVA Plan and (ii) Section 16 of the Securities Exchange Act of 1934, as amended, and any rules and regulations thereunder.

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10. Employee acknowledges and agrees that, in signing this Agreement, Employee does not rely and has not relied on any representation or statement by any of the Releasees or their agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise. Employee acknowledges that this Agreement may not be supplemented or modified except by written agreement signed by Employee and the Company.

11. This Agreement shall be binding upon Employee and upon their heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of Releasees and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement may not be assigned by Employee without the prior express written consent of the Company.

12. This Agreement is made and entered into in the State of Illinois and shall in all respects be interpreted, enforced and governed under the laws of the State of Illinois. Any disputes relating to this Agreement shall be maintained exclusively in state court located in Kane County, Illinois or federal court in the United States District Court for the Northern District of Illinois, Eastern Division, and Employee submits to the personal jurisdiction of such courts for this purpose.

13. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Agreement. The Parties expressly empower a court of competent jurisdiction to modify any term or provision of this Agreement to the extent necessary to comply with existing law and to enforce the Agreement as modified.

14. Employee confirms that they have reviewed and considered this Agreement and consulted with their attorneys regarding the terms and effect thereof. Employee acknowledges that they: (a) has read this Agreement in its entirety; (b) has had sufficient time to review and consider their release, of a period not less than twenty-one (21) days; (c) understands all of the terms and conditions contained in the Agreement; (d) has been advised of their right to, and has had the opportunity to consult with their legal counsel, at their own expense, before signing this Agreement, and (e) freely, voluntarily and knowingly, without duress or coercion, consents to all the teras and conditions in this Agreement.

15. Employee acknowledges and agrees that Employee may revoke Employee’s acceptance of this Agreement within seven (7) days after its signing and that in no event shall this Agreement become effective until the eighth (8th) day after the date on which Employee signs below. Any revocation must be made in writing and should be directed to: Julia Pronitcheva, JBSS, 1703 North Randall Road, Elgin IL, 60123 via certified mail and e-mail at jpronitcheva@jbssinc.com.

16. Should either Party be found by a Court of competent jurisdiction to have breached any provision of this Agreement, the breaching Party shall be obligated to reimburse the non-breaching Party for all damages, litigation costs, and reasonable attorneys’ fees incurred as a result of the breach and any action to enforce this Agreement.

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17. Every attempt has been made to set forth the terms of this Agreement in understandable language. Employee acknowledges that this Agreement is written in a manner that Employee understands; that Employee does understand this Agreement’s terms; that Employee is waiving and releasing all claims they may have against the Company including but not limited to age discrimination claims under all applicable laws; that Employee is not waiving or releasing claims that may arise after execution of this Agreement; that the Company has advised Employee to consult with an attorney of their own choosing before executing this Agreement; and that the Company has advised Employee not to sign this Agreement unless and until they understand each and every sentence, paragraph, or part of this Agreement.

18. All notices and other communications hereunder will be in writing and will be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee: The latest address for the Employee on file with the Company

If to Company: 1703 N. Randall Road, Elgin IL, 60123, Attention: SVP, Human Resources

19. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute the same instrument. The parties agree that signatures transmitted by facsimile or other electronic means, including email, are acceptable the same as original signatures for execution of this Agreement.

20. Employee acknowledges and expressly agrees that Employee has carefully read and fully understands the meaning and effects of all of the provisions of this Agreement. Employee further acknowledges that they consider this Agreement to be in their own best interest; that Employee has signed this Agreement intending to be legally bound hereby; and that Employee voluntarily enters into this Agreement by signing this Agreement below.

John. B. Sanfilippo & Son, Inc. Employee

By /s/ Julia Pronitcheva /s/ James Valentine

Title: SVP, Human Resources

Dated: 12/19/2025 Dated: 12/12/2025

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Exhibit A

Restricted Stock Units, as Specified under Accrued Obligations and Vested Benefits section.


Grant Date of each RSU/PSUs	Total number of RSUs/PSUs Issued to Employee	Number of RSUs/PSUs which will be Vested on the Separation Date	Number of RSUs/PSUs which will not be Vested (and will thus be forfeited) on the Separation Date
11/16/2023	940 RSUs	940 RSUs	0
11/16/2023	235 PSUs	235 PSUs	0
11/20/2024	1,341 RSUs	1,341 RSUs	0
11/12/2025	1,625 RSUs	1,625 RSUs	0

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EX-31.1 4 jbss-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jeffrey T. Sanfilippo, certify that:

1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended December 25, 2025;

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(s) 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(s) 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.

January 29, 2026

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

Chairman of the Board and I, Frank S. Pellegrino, certify that:

Chief Executive Officer

EX-31.2 5 jbss-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION

1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended December 25, 2025;

(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.

January 29, 2026

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration

EX-32.1 6 jbss-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

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 of John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10‑Q for the quarter ended December 25, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey T. Sanfilippo, Chief Executive Officer and Chairman of the Board, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my 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.

January 29, 2026

/s/ Jeffrey T. Sanfilippo

Jeffrey T. Sanfilippo

EX-32.2 7 jbss-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Chief Executive Officer and Chairman of the Board In connection with the Quarterly Report of John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10‑Q for the quarter ended December 25, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank S. Pellegrino, Chief Financial Officer, Executive Vice President, Finance and Administration, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my 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.

January 29, 2026

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President, Finance and Administration