MARZETTI CO
For the period ended Jun 30, 2026. Filed Aug 25, 2026.
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FY2026 · Filed Aug 25, 2026
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of The Marzetti Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Marzetti Company and subsidiaries (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025 and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Trade-Related Allowances - Refer to Note 1 in the Financial Statements
Critical Audit Matter Description
The Company offers various trade-related allowances to their customers, which consist of sales discounts, trade promotions and certain other sales incentives. These are treated as a reduction to accounts receivable and revenue, generally when the related revenue is recognized. Depending on the specific type of trade-related allowance, the Company uses either the expected value or most likely amount method to determine the reduction to accounts receivable and revenue. The Company evaluates the adequacy of these allowances considering several factors including historical experience, specific trade programs and existing customer relationships.
We identified the trade-related allowances as a critical audit matter because of the complexity and volume of the Company's activities related to trade-related allowances. This required significant audit effort due to the various types of promotional trade programs and information systems utilized to track and record the promotional activities.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to trade-related allowances included the following, among others:
We evaluated the design and tested the operating effectiveness of relevant controls over the trade-related allowances, including automated controls within relevant systems.
We tested the customer promotional trade programs and related deduction data underlying the trade-related allowances to validate the nature, timing, and amounts accrued as of June 30, 2026.
We tested the completeness of the trade-related allowances by performing a retrospective review of selected customer deductions taken after June 30, 2026 and comparing to the Company’s trade-related allowances recorded.
We analyzed the trade-related allowances journal entry data to confirm our understanding of the expected relationships with revenues and accounts receivable.
Acquisitions - Bachan’s, Inc. - Valuation of Customer Relationships Intangible Asset - Refer to Note 2 in the Financial Statements
Critical Audit Matter Description
The Company completed the acquisition of Bachan’s, Inc. (“Bachan’s”) on May 1, 2026. The purchase price of $399.3 million, net of cash acquired, was financed with cash on hand and a $200.0 million term loan. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including customer relationships intangible asset of approximately $84.0 million. The fair value determination of the customer relationships intangible asset required management to make significant estimates and assumptions related to forecasts of future revenues and cash flows and expected growth rates, (together, the “forecasts”) and the selection of customer attrition and discount rates.
We identified the valuation of the customer relationships intangible asset as a critical audit matter because of the significant estimates and assumptions management used to record the fair value of the asset. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s forecasts and the selection of the customer attrition and discount rates.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation of customer relationships intangible asset included the following, among others:
We evaluated the design and tested the operating effectiveness of relevant controls over the valuation of the customer relationships intangible asset, including management’s controls over the forecasts, and the selection of the customer attrition and discount rates.
We evaluated the reasonableness of management's forecasted future revenue growth by comparing future forecasts to business strategies, growth plans, and third-party economic and industry data.
We involved our fair value specialists to assist in evaluating the methodology used by management, ensuring it aligns with industry practices and standards.
With the assistance of our fair value specialists, we evaluated the reasonableness of the customer attrition and discount rates used by the Company in developing the fair value by testing the source information underlying the determination of the customer attrition and discount rates, testing the mathematical accuracy, and by developing a range of independent estimates for the customer attrition and discount rates.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
August 25, 2026
We have served as the Company’s auditor since 1961.
CONSOLIDATED BALANCE SHEETS
| June 30, | ||
|---|---|---|
| (Amounts in thousands, except share data) | 2026 | 2025 |
| ASSETS | ||
| Current Assets: | ||
| Cash and equivalents | $25,096 | $161,476 |
| Receivables | 105,488 | 95,817 |
| Inventories: | ||
| Raw materials | 44,623 | 42,547 |
| Finished goods | 160,439 | 126,754 |
| Total inventories | 205,062 | 169,301 |
| Other current assets | 25,315 | 17,037 |
| Total current assets | 360,961 | 443,631 |
| Property, Plant and Equipment: | ||
| Property, plant and equipment-gross | 1,028,748 | 968,014 |
| Less accumulated depreciation | 477,194 | 433,471 |
| Property, plant and equipment-net | 551,554 | 534,543 |
| Other Assets: | ||
| Goodwill | 500,472 | 222,772 |
| Other intangible assets-net | 125,394 | — |
| Operating lease right-of-use assets | 42,628 | 52,227 |
| Other noncurrent assets | 24,011 | 21,551 |
| Total | $1,605,020 | $1,274,724 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
| Current Liabilities: | ||
| Accounts payable | $156,785 | $117,962 |
| Accrued liabilities | 64,751 | 68,332 |
| Current portion of long-term debt | 10,000 | — |
| Total current liabilities | 231,536 | 186,294 |
| Long-Term Debt | 189,276 | — |
| Noncurrent Operating Lease Liabilities | 34,966 | 42,720 |
| Other Noncurrent Liabilities | 19,434 | 13,100 |
| Deferred Income Taxes | 76,658 | 34,115 |
| Commitments and Contingencies | ||
| Shareholders’ Equity: | ||
| Preferred stock-authorized 3,050,000 shares; outstanding-none | ||
| Common stock-authorized 75,000,000 shares; outstanding-June 30, 2026-27,291,221 shares; June 30, 2025-27,533,599 shares | 168,968 | 160,886 |
| Retained earnings | 1,711,330 | 1,628,487 |
| Accumulated other comprehensive income | 957 | 961 |
| Common stock in treasury, at cost | (828,105) | (791,839) |
| Total shareholders’ equity | 1,053,150 | 998,495 |
| Total | $1,605,020 | $1,274,724 |
CONSOLIDATED STATEMENTS OF INCOME
| Years Ended June 30, | |||
|---|---|---|---|
| (Amounts in thousands, except per share data) | 2026 | 2025 | 2024 |
| Net Sales | $1,929,823 | $1,909,122 | $1,871,759 |
| Cost of Sales | 1,452,535 | 1,453,476 | 1,439,457 |
| Gross Profit | 477,288 | 455,646 | 432,302 |
| Selling, General and Administrative Expenses | 254,601 | 230,227 | 218,065 |
| Restructuring, Impairment and Other, Net | (16,024) | 5,102 | 14,874 |
| Operating Income | 238,711 | 220,317 | 199,363 |
| Interest Expense | (1,763) | — | — |
| Pension Settlement Charge | — | (13,968) | — |
| Other, Net | 5,022 | 7,114 | 6,152 |
| Income Before Income Taxes | 241,970 | 213,463 | 205,515 |
| Taxes Based on Income | 50,364 | 46,116 | 46,902 |
| Net Income | $191,606 | $167,347 | $158,613 |
| Net Income Per Common Share: | |||
| Basic | $6.98 | $6.08 | $5.77 |
| Diluted | $6.98 | $6.07 | $5.76 |
| Weighted Average Common Shares Outstanding: | |||
| Basic | 27,385 | 27,469 | 27,440 |
| Diluted | 27,406 | 27,489 | 27,461 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Years Ended June 30, | |||
|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2024 |
| Net Income | $191,606 | $167,347 | $158,613 |
| Other Comprehensive Income: | |||
| Defined Benefit Pension and Postretirement Benefit Plans: | |||
| Net gain (loss) arising during the period, before tax | 72 | (1,493) | 554 |
| Pension settlement charge, before tax | — | 13,968 | — |
| Amortization of (gain) loss, before tax | (59) | 235 | 573 |
| Amortization of prior service credit, before tax | (19) | (181) | (181) |
| Total Other Comprehensive (Loss) Income, Before Tax | (6) | 12,529 | 946 |
| Tax Attributes of Items in Other Comprehensive Income: | |||
| Net gain (loss) arising during the period, tax | (16) | 349 | (130) |
| Pension settlement charge, tax | — | (3,264) | — |
| Amortization of (gain) loss, tax | 14 | (55) | (133) |
| Amortization of prior service credit, tax | 4 | 42 | 42 |
| Total Tax Benefit (Expense) | 2 | (2,928) | (221) |
| Other Comprehensive (Loss) Income, Net of Tax | (4) | 9,601 | 725 |
| Comprehensive Income | $191,602 | $176,948 | $159,338 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended June 30, | |||
|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2024 |
| Cash Flows From Operating Activities: | |||
| Net income | $191,606 | $167,347 | $158,613 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Impacts of noncash items: | |||
| Depreciation and amortization | 71,446 | 62,168 | 55,896 |
| Deferred income taxes and other changes | 31,353 | 495 | (6,546) |
| Stock-based compensation expense | 10,170 | 8,979 | 11,359 |
| Restructuring and impairment charges | 592 | 5,102 | 13,657 |
| Gain on sale of property | (18,472) | — | (22) |
| Pension plan activity | — | 14,253 | 416 |
| Changes in operating assets and liabilities: | |||
| Receivables | (835) | (257) | 19,407 |
| Inventories | (26,677) | 8,016 | (14,987) |
| Other current assets | (5,642) | (3,332) | (637) |
| Accounts payable and accrued liabilities | 30,275 | (1,275) | 14,397 |
| Net cash provided by operating activities | 283,816 | 261,496 | 251,553 |
| Cash Flows From Investing Activities: | |||
| Payments for property additions | (77,679) | (58,000) | (67,576) |
| Cash paid for acquisitions, net of cash acquired | (399,285) | (78,819) | — |
| Proceeds from sale of property | 20,322 | — | 6,969 |
| Other-net | (13,397) | (11,387) | (6,826) |
| Net cash used in investing activities | (470,039) | (148,206) | (67,433) |
| Cash Flows From Financing Activities: | |||
| Proceeds from debt, net of debt issuance costs | 224,088 | — | — |
| Repayments of debt | (25,000) | — | — |
| Payment of dividends | (108,763) | (103,502) | (97,934) |
| Purchase of treasury stock | (36,266) | (7,993) | (7,645) |
| Tax withholdings for stock-based compensation | (2,088) | (1,709) | (1,613) |
| Principal payments for finance leases | (2,128) | (2,053) | (1,958) |
| Net cash provided by (used in) financing activities | 49,843 | (115,257) | (109,150) |
| Net change in cash and equivalents | (136,380) | (1,967) | 74,970 |
| Cash and equivalents at beginning of year | 161,476 | 163,443 | 88,473 |
| Cash and equivalents at end of year | $25,096 | $161,476 | $163,443 |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| (Amounts in thousands,except per share data) · Common StockOutstanding · RetainedEarnings · AccumulatedOtherComprehensive(Loss) Income · TreasuryStock · TotalShareholders’Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares · Amount | |||||||||
| Balance, June 30, 2023 | 27,528 | $143,870 | $1,503,963 | $(9,365) | $(776,201) | $862,267 | |||
| Net income | 158,613 | 158,613 | |||||||
| Net pension and postretirement benefit gains, net of $221 tax effect | 725 | 725 | |||||||
| Cash dividends - common stock ($3.55 per share) | (97,934) | (97,934) | |||||||
| Purchase of treasury stock | (45) | (7,645) | (7,645) | ||||||
| Stock-based plans | 44 | (1,613) | (1,613) | ||||||
| Stock-based compensation expense | 11,359 | 11,359 | |||||||
| Balance, June 30, 2024 | 27,527 | 153,616 | 1,564,642 | (8,640) | (783,846) | 925,772 | |||
| Net income | 167,347 | 167,347 | |||||||
| Pension settlement charge, net of $3,264 tax effect | 10,704 | 10,704 | |||||||
| Other net pension and postretirement benefit losses, net of $(336) tax effect | (1,103) | (1,103) | |||||||
| Cash dividends - common stock ($3.75 per share) | (103,502) | (103,502) | |||||||
| Purchase of treasury stock | (48) | (7,993) | (7,993) | ||||||
| Stock-based plans | 55 | (1,709) | (1,709) | ||||||
| Stock-based compensation expense | 8,979 | 8,979 | |||||||
| Balance, June 30, 2025 | 27,534 | 160,886 | 1,628,487 | 961 | (791,839) | 998,495 | |||
| Net income | 191,606 | 191,606 | |||||||
| Postretirement benefit losses, net of $(2) tax effect | (4) | (4) | |||||||
| Cash dividends - common stock ($3.95 per share) | (108,763) | (108,763) | |||||||
| Purchase of treasury stock | (261) | (36,266) | (36,266) | ||||||
| Stock-based plans | 18 | (2,088) | (2,088) | ||||||
| Stock-based compensation expense | 10,170 | 10,170 | |||||||
| Balance, June 30, 2026 | 27,291 | $168,968 | $1,711,330 | $957 | $(828,105) | $1,053,150 | |||
Note 1 –Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of The Marzetti Company and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant,” or the “Company.” Intercompany transactions and accounts have been eliminated in consolidation. Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, references to “year” pertain to our fiscal year; for example, 2026 refers to fiscal 2026, which is the period from July 1, 2025 to June 30, 2026.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires that we make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates included in these consolidated financial statements include allowances for customer deductions, net realizable value of inventories, useful lives for the calculation of depreciation and amortization, distribution accruals, pension and postretirement assumptions and self-insurance accruals. Actual results could differ from these estimates.
Fair Value
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows:
Level 1 – defined as observable inputs, such as quoted market prices in active markets.
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable.
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of cash and equivalents, accounts receivable and accounts payable approximates their fair value due to the short-term nature of these instruments. At June 30, 2026, our long-term debt consists of a five-year term loan that bears interest at a variable rate tied to SOFR or an alternate base rate. The carrying value of the long-term debt approximates its fair value because the term loan bears interest at a variable rate that reprices periodically to reflect current market rates. The estimated fair value of the term loan is classified as Level 2 within the fair value hierarchy.
Impairment charges for property, plant and equipment and intangible assets resulted from nonrecurring fair value measurements. See further discussion in Note 1.
Cash and Equivalents
We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The carrying amounts of our cash and equivalents approximate fair value due to their short maturities and are considered level 1 investments, which have quoted market prices in active markets for identical assets. As a result of our cash management system, checks issued but not presented to the banks for payment may create negative book cash balances. When such negative balances exist, they are included in Accrued Liabilities.
Receivable Allowances
Our receivables balance is net of trade-related allowances, which consist of sales discounts, trade promotions and certain other sales incentives. We evaluate the adequacy of these allowances considering several factors including historical experience, specific trade programs and existing customer relationships. These allowances can fluctuate based on the level of sales and promotional programs as well as the timing of deductions.
We also provide an allowance for doubtful accounts based on our estimate of expected credit losses, which considers the aging of accounts receivable balances, historical write-off experience and on-going reviews of our trade receivables. Measurement of expected credit losses requires credit review of existing customer relationships, consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the economic health of customers. Our allowance for doubtful accounts was immaterial for all periods presented.
Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and equivalents and trade accounts receivable. By policy, we limit the amount of credit exposure to any one institution or issuer. We maintain our cash and equivalents with high credit-quality financial institutions. Deposits with these financial institutions may exceed the amounts insured by the Federal Deposit Insurance Corporation. The majority of our excess cash is invested in AAA-rated money market funds that primarily invest in U.S. government securities. Our concentration of credit risk with respect to trade accounts receivable is mitigated by our credit evaluation process and our broad Retail and Foodservice customer base. However, our accounts receivable balance attributable to Walmart Inc. (“Walmart”) as a percentage of consolidated accounts receivable was 27% at June 30, 2026. No other customer accounted for more than 10% of our consolidated accounts receivable at June 30, 2026.
Inventories
Inventories are valued at the lower of cost or net realizable value and are costed by various methods that approximate actual cost on a first-in, first-out basis. Due to the nature of our business, work in process inventory is not a material component of inventory. When necessary, we provide allowances to adjust the carrying value of our inventory to the lower of cost or net realizable value, including any costs to sell or dispose. The determination of whether inventory items are slow moving, obsolete or in excess of needs requires estimates about the future demand for our products. The estimates as to future demand used in the valuation of inventory are subject to the ongoing success of our products and may differ from actual due to factors such as changes in customer and consumer demand.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, except for those acquired as part of a business combination, which are recorded at fair value at the time of purchase. We use the straight-line method of computing depreciation for financial reporting purposes based on the estimated useful lives of the corresponding assets. Estimated useful lives for buildings and improvements range generally from 10 to 40 years, machinery and equipment, excluding technology-related equipment, range generally from 3 to 15 years and technology-related equipment range generally from 3 to 5 years. For tax purposes, we generally compute depreciation using accelerated methods.
The following table summarizes the components of gross property, plant and equipment at June 30:
| 2026 | 2025 | |
|---|---|---|
| Land, buildings and improvements | $357,711 | $347,491 |
| Machinery and equipment | 604,614 | 579,642 |
| Construction in progress | 66,423 | 40,881 |
| Property, plant and equipment-gross | $1,028,748 | $968,014 |
Purchases of property, plant and equipment included in Accounts Payable and excluded from the property additions and the change in accounts payable in the Consolidated Statements of Cash Flows at June 30 were as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Construction in progress in Accounts Payable | $5,972 | $7,220 | $5,799 |
The following table sets forth depreciation expense, including finance lease amortization, in each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Depreciation expense | $65,759 | $59,078 | $53,029 |
In 2026, we sold the real property in Milpitas, California associated with the sauce and dressing facility that we closed. The gain on sale of $18.5 million was reflected in Restructuring, Impairment and Other, Net and was not allocated to our two reportable segments due to its unusual nature.
In 2025, we recorded an impairment charge of $1.9 million for certain property, plant and equipment related to our sauce and dressing manufacturing facility located in Milpitas, California. This charge resulted from our plan to close this facility, which triggered impairment testing, and represents the excess of the carrying value over the fair value. The fair value was based on estimated selling prices for the real estate and manufacturing equipment, which represents a Level 3 measurement within the fair value hierarchy. The impairment charge was reflected in Restructuring, Impairment and Other, Net and was not allocated to our two reportable segments due to its unusual nature.
In 2024, we recorded an impairment charge of $9.0 million for certain property, plant and equipment related to Angelic Bakehouse (“Angelic”) and Flatout. This charge resulted from our decision to exit our perimeter-of-the-store bakery product lines, which triggered impairment testing, and represents the excess of the carrying value over the fair value. The fair value was based on actual selling prices for the real estate and manufacturing equipment at the Angelic sprouted grain bakery facility in Cudahy, Wisconsin and the Flatout flatbread facility in Saline, Michigan, which represents a Level 2 measurement within the fair value hierarchy. The impairment charge was reflected in Restructuring, Impairment and Other, Net and was not allocated to our two reportable segments due to its unusual nature.
Deferred Software Costs
Capitalized software costs are amortized on a straight-line basis over the estimated useful life. Amortization expense was $3.5 million, $3.0 million and $2.4 million for 2026, 2025 and 2024, respectively. The following table summarizes the components of capitalized software costs, excluding any costs that are fully amortized, at June 30:
| 2026 | 2025 | |
|---|---|---|
| Capitalized Software Costs - Gross | $19,920 | $17,258 |
| Capitalized Software Costs - Accumulated Amortization | (8,467) | (6,237) |
| Capitalized Software Costs - Net | $11,453 | $11,021 |
| Capitalized Software Costs - Net in Other Current Assets | $3,853 | $3,358 |
| Capitalized Software Costs - Net in Other Noncurrent Assets | $7,600 | $7,663 |
Long-Lived Assets
We monitor the recoverability of the carrying value of our long-lived assets by periodically considering whether indicators of impairment are present. If such indicators are present, we determine if the assets are recoverable by comparing the sum of the undiscounted future cash flows to the assets’ carrying amounts. Our cash flows are based on historical results adjusted to reflect our best estimate of future market and operating conditions. If the carrying amounts are greater, then the assets are not recoverable. In that instance, we compare the carrying amounts to the fair value to determine the amount of the impairment to be recorded.
Goodwill and Other Intangible Assets
Goodwill is not amortized. It is evaluated annually at April 30, or when events or circumstances indicate potential recoverability concerns, by applying impairment testing procedures. Other finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives to Selling, General and Administrative Expenses. We monitor the recoverability of the carrying value of our other intangible assets similar to our long-lived assets discussed above. Carrying amounts are adjusted appropriately when determined to have been impaired. See further discussion regarding goodwill and other intangible assets in Note 6.
In 2024, we recorded an impairment charge of $4.5 million to write off the net carrying value of the intangible assets related to Angelic and Flatout based on our decision to exit our perimeter-of-the-store bakery product lines. The impairment charge was reflected in Restructuring, Impairment and Other, Net and was not allocated to our two reportable segments due to its unusual nature. The impairment charge represents the excess of the carrying value over the fair value of estimated discounted cash flows specific to the remaining useful lives of the related intangible assets. As the fair value measurements were based on significant inputs not observable in the market, they represented Level 3 measurements within the fair value hierarchy.
Leases
We record right-of-use assets and lease liabilities based on the present value of the lease payments for operating leases and finance leases with an initial term in excess of 12 months. We made an accounting policy election to exclude short-term leases from our Consolidated Balance Sheets.
In evaluating our contracts to determine whether a contract is or contains a lease, we consider the following:
Whether explicitly or implicitly identified assets have been deployed in the contract; and
Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can direct how and for what purpose the asset is used during the term of the contract.
In determining how to allocate consideration between lease and non-lease components in a contract that was deemed to contain a lease, we use judgment and consistent application of assumptions to reasonably allocate the consideration.
For leases containing options to extend or terminate, we determine whether the extension or termination should be considered reasonably certain to be exercised.
The discount rate for leases, if not explicitly stated in the lease, is the incremental borrowing rate, which is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We use a discount rate to calculate the present value of lease liabilities. In the development of the discount rate, we consider our internal borrowing rate, treasury security rates, collateral and credit risk specific to us, and our lease portfolio characteristics.
Accrued Distribution
We incur various freight and other related costs associated with shipping products to our customers and warehouses. We provide accruals for unbilled shipments from carriers utilizing historical or projected freight rates and other relevant information.
Accruals for Self-Insurance
Self-insurance accruals are made for certain claims associated with employee health care, workers’ compensation and general liability insurance up to stop-loss coverage. These accruals include estimates that are primarily based on historical loss development factors.
Shareholders’ Equity
We are authorized to issue 3,050,000 shares of preferred stock consisting of 750,000 shares of Class A Participating Preferred Stock with $1.00 par value,1,150,000 shares of Class B Voting Preferred Stock withno par value and 1,150,000 shares of Class C Nonvoting Preferred Stock withno par value. Our Board of Directors approved a share repurchase authorization of 2,000,000 common shares in November 2010. At June 30, 2026,823,584 common shares remained authorized for future purchase.
Revenue Recognition
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 singular performance obligation of our customer contracts is determined by each individual purchase order and the respective food products ordered, with revenue being recognized at a point-in-time when the obligation under the terms of the agreement is satisfied and product control is transferred to our customer. Specifically, control transfers to our customers when the product is delivered to or picked up by our customers based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. The performance obligations in our customer contracts are generally satisfied within 30 days. As such, we have not disclosed the transaction price allocated to remaining performance obligations as of June 30, 2026.
Significant Payment Terms
In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up allowances, payment terms and final delivery terms. Payment terms usually include early pay discounts. We grant payment terms consistent with industry standards. Although some payment terms may be more extended, presently the majority of our payment terms are less than 60 days. As a result, we have used the available practical expedient and, consequently, do not adjust our revenues for the effects of a significant financing component.
Distribution
Distribution fees billed to customers are included in Net Sales. All distribution costs associated with outbound freight are accounted for as fulfillment costs and are included in Cost of Sales; this includes distribution costs incurred after control over a product has transferred to a customer, as we have chosen to use the available practical expedient to account for these costs within our cost of sales.
Variable Consideration
In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales discounts, returns, trade promotions and certain other sales and consumer incentives, including rebates and coupon redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized. Depending on the specific type of variable consideration, we use either the expected value or most likely amount method to determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of variable consideration each period based on historical experience and any recent changes in the market.
Warranties & Returns
We provide all customers with a standard or assurance type warranty. Either stated or implied, we provide assurance the related products will comply with all agreed-upon specifications and other warranties provided under the law. No services beyond an assurance warranty are provided to our customers.
We do not grant a general right of return. However, customers may return defective or non-conforming products. Customer remedies may include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction in revenue. This return estimate is reviewed and updated each period and is based on historical sales and return experience.
Contract Balances
We do not have deferred revenue or unbilled receivable balances and thus do not have any related contract asset and liability balances as of June 30, 2026.
Contract Costs
We have identified sales commissions as an incremental cost incurred to obtain a customer contract. These costs are required to be capitalized under the new revenue recognition standard. We have chosen to use the available practical expedient to continue to expense these costs as incurred as the amortization period for such costs is one year or less. We do not incur significant fulfillment costs related to customer contracts which would require capitalization.
Disaggregation of Revenue
See Note 9 for disaggregation of our net sales by class of similar product and type of customer.
Advertising Expense
We expense advertising as it is incurred. The following table summarizes advertising expense as a percentage of net sales in each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Advertising expense as a percentage of net sales | 2% | 2% | 2% |
Research and Development Costs
We expense research and development costs as they are incurred. The estimated amount spent during each of the last three years on research and development activities was less than 1% of net sales.
Stock-Based Employee Compensation Plans
We account for our stock-based employee compensation plans in accordance with GAAP for stock-based compensation, which requires the measurement and recognition of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation expense over the period that an employee provides service in exchange for the award, which is typically the vesting period. See further discussion and disclosure in Note 10.
Income Taxes
Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in numerous domestic jurisdictions.
Our annual effective tax rate is determined based on our income, statutory tax rates and the permanent tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A change in tax rates may result in stranded tax effects when the effect of the change is required to be included in income even when the related income tax effects of items in accumulated other comprehensive income/loss were originally recognized in other comprehensive income rather than in income. Our accounting policy is to release stranded tax effects from accumulated other comprehensive loss.
Realization of certain deferred tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Although realization is not assured, management believes it is more likely than not that our deferred tax assets, net of valuation allowance, will be realized. Our valuation allowance at June 30, 2026 related to a capital loss carryforward for which we do not expect to realize a future benefit. There was no valuation allowance recorded at June 30, 2025.
In accordance with accounting literature related to uncertainty in income taxes, tax benefits and liabilities from uncertain tax positions that are recognized in the financial statements are measured based on the largest attribute that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to these tax liabilities in income tax expense.
Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on our results of operations, cash flows or financial position. See further discussion in Note 8.
Earnings Per Share
Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (restricted stock awards, restricted stock units, stock-settled stock appreciation rights and performance units) outstanding during each period. Unvested shares of restricted stock awards granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with nonparticipating restricted stock awards, restricted stock units, stock-settled stock appreciation rights and performance units.
Basic and diluted net income per common share were calculated as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Net income | $191,606 | $167,347 | $158,613 |
| Net income available to participating securities | (374) | (455) | (413) |
| Net income available to common shareholders | $191,232 | $166,892 | $158,200 |
| Weighted average common shares outstanding - basic | 27,385 | 27,469 | 27,440 |
| Incremental share effect from: | |||
| Nonparticipating restricted stock awards | 1 | 3 | 2 |
| Restricted stock units | 8 | — | — |
| Stock-settled stock appreciation rights | — | 1 | 6 |
| Performance units | 12 | 16 | 13 |
| Weighted average common shares outstanding - diluted | 27,406 | 27,489 | 27,461 |
| Net income per common share - basic | $6.98 | $6.08 | $5.77 |
| Net income per common share - diluted | $6.98 | $6.07 | $5.76 |
Comprehensive Income and Accumulated Other Comprehensive Income (Loss)
Comprehensive income includes changes in equity that result from transactions and economic events from non-owner sources. Comprehensive income is composed of two subsets – net income and other comprehensive income (loss). Included in other comprehensive income (loss) are pension and postretirement benefits adjustments.
The following table presents the amounts reclassified out of accumulated other comprehensive income (loss) by component:
| 2026 | 2025 | |
|---|---|---|
| Accumulated other comprehensive income (loss) at beginning of year | $961 | $(8,640) |
| Defined Benefit Pension Plan Items: | ||
| Net loss arising during the period | — | (1,549) |
| Settlement charge (1) | — | 13,968 |
| Amortization of unrecognized net loss (1) | — | 294 |
| Postretirement Benefit Plan Items: (2) | ||
| Net gain arising during the period | 72 | 56 |
| Amortization of unrecognized net gain | (59) | (59) |
| Amortization of prior service credit | (19) | (181) |
| Total other comprehensive (loss) income, before tax | (6) | 12,529 |
| Total tax benefit (expense) | 2 | (2,928) |
| Other comprehensive (loss) income, net of tax | (4) | 9,601 |
| Accumulated other comprehensive income at end of year | $957 | $961 |
(1)Included in the computation of net periodic benefit income/cost. See Note 11 for additional information.
(2)Additional disclosures for postretirement benefits are not included as they are not considered material.
Recent Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to the disclosure requirements for income taxes. The new guidance requires annual disclosures in the rate reconciliation table to be presented using both percentages and reporting currency amounts, and this table must include disclosure of specific categories. Additional information will also be required for reconciling items that meet a quantitative threshold. The new guidance also requires enhanced disclosures of income taxes paid, including the amount of income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions that exceed a quantitative threshold. The amendments should be applied on a prospective basis, but retrospective application is permitted. We adopted this guidance for our annual disclosures in fiscal 2026 on a prospective basis. As the guidance only relates to disclosures, there was no impact on our financial position or results of operations. See income tax disclosures in Note 8.
In November 2024, the FASB issued new accounting guidance requiring disclosure of disaggregated income statement expenses. For each relevant expense caption presented on the face of the income statement, the following expense components must be presented in a tabular format within the notes to the financial statements at each interim and annual reporting period: purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion expense. Certain amounts already required to be disclosed under current GAAP requirements must also be presented in the same disclosure as the new disaggregation requirements. The new guidance also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, the total amount of selling expenses must be disclosed, and, in annual reporting periods, our definition of selling expenses must also be provided. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. This guidance will be effective for our annual disclosures in fiscal 2028 and for our interim-period disclosures in fiscal 2029. As the guidance only relates to disclosures, there will be no impact on our financial position or results of operations.
In July 2025, the FASB issued new accounting guidance related to the measurement of credit losses for accounts receivable and contract assets. In developing reasonable and supportable forecasts as part of estimating credit losses, all entities may elect a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. An entity that elects the practical expedient should apply the amendment on a prospective basis. This guidance will be effective for us in fiscal 2027, including interim periods. Early adoption is permitted. This guidance is not expected to have a material impact on our financial position or results of operations.
In September 2025, the FASB issued new accounting guidance related to internal-use software. The amendments remove all references to prescriptive and sequential software development stages. The new guidance requires an entity to start capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. This guidance will be effective for annual reporting periods beginning after December 15, 2027, including interim periods. Early adoption is permitted as of the beginning of an annual reporting period. We adopted this guidance in the first quarter of fiscal 2026 on a prospective basis. The adoption resulted in a change in accounting principle. Additional costs capitalized under this new guidance were not material to our consolidated financial statements. See deferred software costs disclosures in Note 1.
In December 2025, the FASB issued new accounting guidance related to the recognition, measurement and presentation of government grants. The amendments should be applied using a modified prospective approach, a modified retrospective approach or a full retrospective approach. This guidance will be effective for us in fiscal 2030, including interim periods. Early adoption is permitted. We are currently evaluating the impact of this guidance.
Note 2 –Acquisitions
Bachan’s, Inc.
On May 1, 2026, we completed the acquisition of Bachan’s, Inc. (“Bachan’s”), the rapidly growing Japanese Barbecue Sauce brand known for its authentic, clean-label products. The transaction reinforces our expanding position in the sauce category and is expected to provide additional opportunities for growth through our retail and foodservice distribution network, supply chain capabilities, and culinary expertise. The purchase price of $399.3 million, net of cash acquired, is subject to future post-closing adjustments and was financed with cash on hand and a $200.0 million term loan. The results of operations for Bachan’s have been included in our condensed consolidated financial statements from the date of acquisition.
The following table summarizes the preliminary purchase price allocation based on the fair value of the net assets acquired.
| Preliminary Purchase Price Allocation | |
|---|---|
| Receivables | $8,836 |
| Inventories | 9,084 |
| Other current assets | 535 |
| Property, plant and equipment | 598 |
| Goodwill (not tax deductible) | 277,700 |
| Other intangible assets | 127,000 |
| Operating lease right-of-use assets | 1,082 |
| Other noncurrent assets | 119 |
| Current liabilities | (4,754) |
| Noncurrent operating lease liabilities | (480) |
| Deferred tax liabilities | (20,435) |
| Net assets acquired | $399,285 |
Further adjustments may occur to the allocation above as certain aspects of the transaction are finalized during the measurement period.
The goodwill recognized above arose because the purchase price for Bachan’s reflected a number of factors including the future earnings and cash flow potential of Bachan’s, as well as the potential to broaden distribution; realize cost synergies across procurement, manufacturing, and distribution; support product innovation; and extend the brand into new channels and adjacent categories in the future. A small amount of goodwill also resulted from the workforce acquired. As Bachan’s is expected to primarily produce products for our Retail segment, all goodwill from this acquisition was recorded to the Retail segment.
We have determined values and lives of the other intangible assets listed in the allocation above as: $84.0 million for the customer relationships with a 12-year life; $29.0 million for the proprietary recipes with a 16-year life and $14.0 million for the tradename with a 17-year life.
Pro forma results of operations have not been presented herein as the acquisition was not material to our results of operations.
Atlanta Plant
On February 18, 2025, we completed the acquisition of a sauce and dressing production facility and related real estate in the Atlanta, Georgia area (“Atlanta plant”) along with certain equipment and assets contained in the facility from Winland Foods, Inc. This facility benefits our core sauce and dressing operations through improved operational efficiency, incremental capacity, and closer proximity to certain core customers while enhancing our manufacturing network from a business continuity standpoint. The purchase price of $78.8 million was funded with cash on hand. The results of operations for this facility have been included in our condensed consolidated financial statements from the date of acquisition.
The following table summarizes the purchase price allocation based on the fair value of the net assets acquired.
| Purchase Price Allocation | |
|---|---|
| Inventories | $4,065 |
| Property, plant and equipment | 60,073 |
| Goodwill (tax deductible) | 14,401 |
| Other noncurrent assets | 301 |
| Current liabilities | (21) |
| Net assets acquired | $78,819 |
Note 3 –Long-Term Debt
At June 30, 2025, we had an unsecured credit facility (“Facility”) under which we could borrow, on a revolving credit basis, up to a maximum of $150 million at any one time, with potential to expand the total credit availability to $225 million based on consent of the issuing banks and certain other conditions.
On March 4, 2026, we entered into a First Amendment (“Amendment”) to the Facility. The Amendment provides for the following:
An increase in the revolving credit availability to $200 million with potential to expand the revolving credit availability to $400 million based on consent of the Administrative Agent and any incremental lenders and certain other conditions. All outstanding revolving loans are due and payable when the Facility expires on March 6, 2029. Revolving loans may be used for general corporate purposes.
An additional $200 million term loan to finance our acquisition of Bachan’s. On April 29, 2026, we closed on the funding of the term loan. The maturity date for the term loan is April 29, 2031; however, the Amendment provides for a springing maturity date of March 6, 2029 if, by December 6, 2028, the Facility Termination Date has not been extended to April 29, 2031 or later with an Aggregate Revolving Commitment equal to or greater than the outstanding principal balance of the term loan (as such capitalized terms are defined in the Amendment).
Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio.
The Facility contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions. There are two principal financial covenants: an interest expense test that requires us to maintain an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter; and an indebtedness test that requires us to maintain a consolidated net leverage ratio not greater than 3.5 to 1, subject to certain exceptions. The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated EBITDA. All financial terms used in the covenant calculations are defined more specifically in the Facility.
We had the following borrowings outstanding at June 30:
| 2026 | |
|---|---|
| Term loan (effective rate of 4.8% at June 30, 2026) | $200,000 |
| Less: unamortized debt issuance costs | 724 |
| Current portion of long-term debt | 10,000 |
| Long-term debt, less current portion | $189,276 |
At June 30, 2025, we hadno borrowings outstanding under the Facility. At June 30, 2026 and 2025, we had $2.6 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility. In 2026, we paid interest of $1.7 million. We paidno interest in 2025.
At June 30, 2026, contractual maturities of long-term debt, excluding unamortized debt issuance costs, were as follows:
| 2027 | $10,000 |
| 2028 | 10,000 |
| 2029 | 10,000 |
| 2030 | 10,000 |
| 2031 | 160,000 |
| Total | $200,000 |
Note 4 –Leases
We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases range from 1 year to 8 years.
We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease term. These leases are generally for manufacturing and non-manufacturing equipment used in our business and warehouse facilities. The remaining lease terms for these finance leases range from 4 years to 8 years.
As of June 30, 2026 and 2025, the weighted-average discount rate of our operating leases was 5.2% and 5.1%, respectively. As of June 30, 2026 and 2025, the weighted-average discount rate of our finance leases was 4.5%.
The components of lease expense in each of the years ended June 30 have been provided as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Operating lease cost in Cost of Sales and Selling, General and Administrative Expenses | $14,315 | $14,222 | $10,004 |
| Finance lease cost: | |||
| Amortization of assets in Cost of Sales and Selling, General and Administrative Expenses | $2,308 | $2,156 | $2,056 |
| Interest on lease liabilities in Other, Net | 434 | 78 | 66 |
| Total finance lease cost | $2,742 | $2,234 | $2,122 |
| Short-term lease cost in Cost of Sales and Selling, General and Administrative Expenses | 3,402 | 3,526 | 5,653 |
| Total net lease cost | $20,459 | $19,982 | $17,779 |
Supplemental balance sheet information related to leases at June 30 is as follows:
| 2026 | 2025 | |
|---|---|---|
| Operating Leases | ||
| Operating Lease Right-Of-Use Assets | $42,628 | $52,227 |
| Current operating lease liabilities in Accrued Liabilities | $9,175 | $11,255 |
| Noncurrent Operating Lease Liabilities | 34,966 | 42,720 |
| Total operating lease liabilities | $44,141 | $53,975 |
| Finance Leases | ||
| Finance lease right-of-use assets in Property, Plant and Equipment-Net | $10,167 | $1,560 |
| Current finance lease liabilities in Accrued Liabilities | $2,134 | $463 |
| Noncurrent finance lease liabilities in Other Noncurrent Liabilities | 8,230 | 1,115 |
| Total finance lease liabilities | $10,364 | $1,578 |
Supplemental cash flow information related to leases in each of the years ended June 30 is as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities: | |||
| Operating cash flows from operating leases | $14,432 | $13,532 | $10,199 |
| Operating cash flows from finance leases | $434 | $78 | $66 |
| Financing cash flows from finance leases | $2,128 | $2,053 | $1,958 |
| Supplemental noncash information on operating lease liabilities arising from obtaining right-of-use assets | $625 | $10,102 | $38,318 |
| Supplemental noncash information on finance lease liabilities arising from obtaining right-of-use assets | $10,914 | $854 | $534 |
As of June 30, 2026, the maturities of lease liabilities were as follows:
| Operating Leases · Finance Leases | ||
|---|---|---|
| 2027 | $11,237 | $2,557 |
| 2028 | 7,638 | 2,623 |
| 2029 | 6,866 | 2,690 |
| 2030 | 5,713 | 2,731 |
| 2031 | 5,900 | 529 |
| Thereafter | 15,127 | 349 |
| Total minimum payments | $52,481 | $11,479 |
| Less amount representing interest | (8,340) | (1,115) |
| Present value of lease obligations | $44,141 | $10,364 |
As of June 30, 2026 and 2025, the weighted-average remaining term of our operating leases was 6.3 years and 6.7 years, respectively. As of June 30, 2026 and 2025, the weighted-average remaining term of our finance leases was 4.4 years and 6.1 years, respectively.
We have a lease commitment with fixed cash payments totaling approximately $159 million for a lease that had not commenced as of June 30, 2026. This lease has an initial term of 15 years for warehousing space in Columbus, Ohio. In accordance with accounting guidance for leases, this commitment is properly excluded from the Consolidated Balance Sheet as of June 30, 2026. A right-of-use asset and lease liability will be recorded based on the present value of the lease payments when the lease commences in fiscal 2027.
Note 5 –Commitments and Contingencies
At June 30, 2026, we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition is not expected to have a material effect on our consolidated financial statements.
18% of our employees are represented under various collective bargaining contracts. None of our collective bargaining contracts will expire within one year.
Note 6 –Goodwill and Other Intangible Assets
Goodwill attributable to the Retail and Foodservice segments was $435.1 million and $65.4 million, respectively, at June 30, 2026 compared to $157.4 million and $65.4 million, respectively, at June 30, 2025. The increase in goodwill is the result of the Bachan’s acquisition in May 2026. See further discussion in Note 2.
The following table is a rollforward of goodwill by reportable segment from June 30, 2025 to June 30, 2026:
| Retail | Foodservice | Total | |
|---|---|---|---|
| Goodwill at beginning of year | $157,396 | $65,376 | $222,772 |
| Goodwill acquired during the year | 277,700 | — | 277,700 |
| Goodwill at end of year | $435,096 | $65,376 | $500,472 |
The following table summarizes our identifiable other intangible assets at June 30:
| 2026 | |
|---|---|
| Customer Relationships (12-year life) | |
| Gross carrying value | $84,000 |
| Accumulated amortization | (1,167) |
| Net carrying value | $82,833 |
| Proprietary Recipes (16-year life) | |
| Gross carrying value | $29,000 |
| Accumulated amortization | (302) |
| Net carrying value | $28,698 |
| Tradename (17-year life) | |
| Gross carrying value | $14,000 |
| Accumulated amortization | (137) |
| Net carrying value | $13,863 |
| Total net carrying value | $125,394 |
Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows for the year ended June 30:
| 2026 | |
|---|---|
| Amortization expense | $1,606 |
Total annual amortization expense for each of the next five years is estimated to be as follows:
| 2027 | $9,636 |
| 2028 | $9,636 |
| 2029 | $9,636 |
| 2030 | $9,636 |
| 2031 | $9,636 |
Note 7 –Liabilities
Accrued liabilities at June 30 were composed of:
| 2026 | 2025 | |
|---|---|---|
| Compensation and employee benefits | $30,691 | $33,753 |
| Operating leases | 9,175 | 11,255 |
| Royalties | 8,436 | 8,469 |
| Distribution | 6,092 | 6,192 |
| Other taxes | 4,113 | 4,250 |
| Finance leases | 2,134 | 463 |
| Other | 4,110 | 3,950 |
| Total accrued liabilities | $64,751 | $68,332 |
Other noncurrent liabilities at June 30 were composed of:
| 2026 | 2025 | |
|---|---|---|
| Finance leases | $8,230 | $1,115 |
| Deferred compensation and accrued interest | 5,216 | 4,607 |
| Workers compensation | 3,976 | 4,330 |
| Other | 2,012 | 3,048 |
| Total other noncurrent liabilities | $19,434 | $13,100 |
Note 8 –Income Taxes
We file a consolidated federal income tax return. Taxes based on income for the years ended June 30 have been provided as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Current: | |||
| Federal | $26,717 | $48,714 | $51,687 |
| State and local | 1,537 | 3,491 | 5,485 |
| Total current provision | 28,254 | 52,205 | 57,172 |
| Deferred: | |||
| Federal | 19,826 | (5,580) | (9,710) |
| State and local | 2,284 | (509) | (560) |
| Total deferred provision (benefit) | 22,110 | (6,089) | (10,270) |
| Total taxes based on income | $50,364 | $46,116 | $46,902 |
For the year ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:
| 2026 | ||
|---|---|---|
| Amount ($) | Percent (%) | |
| U.S. Federal statutory rate | $50,814 | 21.0% |
| State and local income taxes, net of federal effect (1) | 3,018 | 1.2 |
| Tax credits | (1,651) | (0.7) |
| Changes in valuation allowances | 10,583 | 4.4 |
| Nontaxable or nondeductible items: | ||
| Gain on sale of property | (3,879) | (1.6) |
| Stock sale capital loss | (10,583) | (4.4) |
| Other | 2,062 | 0.9 |
| Effective rate | $50,364 | 20.8% |
(1)During the year ended June 30, 2026, state taxes in California and Illinois made up the majority (greater than 50%) of the tax effect in this category.
As previously disclosed, for the years ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:
| 2025 | 2024 | |
|---|---|---|
| Statutory rate | 21.0% | 21.0% |
| State and local income taxes | 1.1 | 1.9 |
| Research and development tax credit | (1.1) | (0.7) |
| Net windfall tax benefits - stock-based compensation | (0.1) | — |
| Other | 0.7 | 0.6 |
| Effective rate | 21.6% | 22.8% |
Our net deferred tax liability for all periods presented has been classified as noncurrent. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30 were comprised of:
| 2026 | 2025 | |
|---|---|---|
| Deferred tax assets: | ||
| Capital loss carryforward | $11,236 | $— |
| Operating lease liabilities | 9,727 | 11,820 |
| Employee medical and other benefits | 8,265 | 8,352 |
| Operating loss carryforwards | 6,298 | — |
| Inventories | 3,579 | 2,340 |
| Receivables | 2,930 | 5,086 |
| Intangible assets | — | 1,932 |
| Section 174 research and development capitalization | 60 | 15,172 |
| Other accrued liabilities | 833 | 960 |
| Total deferred tax assets, gross | 42,928 | 45,662 |
| Valuation allowance | (11,236) | — |
| Total deferred tax assets, net of valuation allowance | 31,692 | 45,662 |
| Deferred tax liabilities: | ||
| Property, plant and equipment | (50,263) | (47,536) |
| Intangible assets | (26,682) | — |
| Goodwill | (21,767) | (20,650) |
| Operating lease right-of-use assets | (9,537) | (11,591) |
| Other | (101) | — |
| Total deferred tax liabilities | (108,350) | (79,777) |
| Net deferred tax liability | $(76,658) | $(34,115) |
As of June 30, 2026, U.S. Federal operating loss carryforwards totaled $27.8 million; there is no expiration date.
Prepaid federal income taxes of $4.2 million and $0.1 million were included in Other Current Assets at June 30, 2026 and 2025, respectively. Prepaid state and local income taxes of $0.8 million and $0.6 million were included in Other Current Assets at June 30, 2026 and 2025, respectively.
Income taxes paid, net of refunds received, for the year ended June 30 were as follows:
| 2026 | |
|---|---|
| Federal | $30,700 |
| State and local (1) | 2,413 |
| Income taxes paid, net of refunds received | $33,113 |
(1)No individual state or local jurisdiction exceeded 5% of total income taxes paid, net of refunds received.
As previously disclosed, net cash payments for income taxes for each of the years ended June 30 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Net cash payments for income taxes | $52,515 | $53,583 |
Note 9 –Business Segment Information
Our financial results are presented astwo reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied.
Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States. We have products typically marketed in the shelf-stable section of the grocery store, which include licensed sauces and dressings, along with our own branded salad dressings, sauces and croutons. Within the frozen food section of the grocery store, we sell yeast rolls and garlic breads. We also have placement of products in grocery produce departments through our refrigerated salad dressings, licensed dressings, vegetable dips and fruit dips.
Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated sauces, salad dressings, frozen breads and yeast rolls. The majority of our Foodservice sales are products sold under private label to national chain restaurant accounts. We also manufacture and sell various branded Foodservice products to distributors. Finally, within this segment, we manufactured and sold certain salad dressing and sauce products under a temporary supply agreement (“TSA”) resulting from the Atlanta plant acquisition. The TSA sales commenced in March 2025 and concluded during the quarter ended March 31, 2026.
Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. Our CODM evaluates segment performance based on net sales and operating income. On a monthly basis, our CODM reviews results in comparison to the annual operating plan (“AOP”), the latest forecast and prior-year results. Resource allocation decisions are primarily made through the forecasting process, including development of the AOP. As many of our products are similar between our two segments, our procurement, manufacturing, warehousing and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. Consequently, we do not prepare, and our CODM does not review, separate balance sheets or property additions for the reportable segments. As such, our external reporting does not include the presentation of identifiable assets or depreciation and amortization separately by reportable segment.
The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice segments in each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Retail | |||
| Shelf-stable dressings, sauces and croutons | $424,652 | $431,197 | $424,605 |
| Frozen breads | 393,621 | 380,601 | 351,063 |
| Refrigerated dressings, dips and other | 184,496 | 191,611 | 212,756 |
| Total Retail net sales | $1,002,769 | $1,003,409 | $988,424 |
| Foodservice | |||
| Dressings and sauces | $679,530 | $664,013 | $660,460 |
| Frozen breads and other | 227,109 | 227,463 | 222,875 |
| Other dressings and sauces for TSA | 20,415 | 14,237 | — |
| Total Foodservice net sales | $927,054 | $905,713 | $883,335 |
| Total net sales | $1,929,823 | $1,909,122 | $1,871,759 |
The following table provides an additional disaggregation of Foodservice net sales by type of customer in each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Foodservice | |||
| National accounts | $714,073 | $693,583 | $692,340 |
| Branded and other | 192,566 | 197,893 | 190,995 |
| Other dressings and sauces for TSA | 20,415 | 14,237 | — |
| Total Foodservice net sales | $927,054 | $905,713 | $883,335 |
The following tables provide financial information attributable to our reportable segments, including significant segment expenses, as well as certain amounts not allocated among our reportable segments. Net sales are predominately domestic. All intercompany transactions have been eliminated. Nonallocated corporate expenses include various expenses of a general corporate nature, transaction costs for acquisitions, costs related to certain divested or closed nonfood operations, and expenditures in 2024 for Project Ascent.
| For The Year Ended June 30, 2026 · Retail · Foodservice · Total | ||||
|---|---|---|---|---|
| Net Sales | $1,002,769 | $927,054 | $1,929,823 | |
| Cost of Sales | 698,267 | 754,268 | ||
| Selling, General and Administrative Expenses | 100,833 | 40,413 | ||
| Restructuring, Impairment and Other, Net (1) | — | 1,044 | ||
| Total Segment Operating Income | $203,669 | $131,329 | $334,998 | |
| Nonallocated Corporate Expenses | 113,355 | |||
| Nonallocated Restructuring, Impairment and Other, Net (2) | (17,068) | |||
| Operating Income | $238,711 | |||
| Interest Expense | (1,763) | |||
| Other, Net | 5,022 | |||
| Income Before Income Taxes | $241,970 | |||
(1)Foodservice restructuring, impairment and other in 2026 resulted from the impairment of manufacturing equipment, net of a recovery through an insurance claim.
(2)Nonallocated restructuring, impairment and other in 2026 resulted from the closure of our Milpitas, California sauce and dressing manufacturing facility, including a gain of $18.5 million on the sale of the related real property.
| For The Year Ended June 30, 2025 · Retail · Foodservice · Total | ||||
|---|---|---|---|---|
| Net Sales | $1,003,409 | $905,713 | $1,909,122 | |
| Cost of Sales | 700,254 | 753,222 | ||
| Selling, General and Administrative Expenses | 91,460 | 40,912 | ||
| Total Segment Operating Income | $211,695 | $111,579 | $323,274 | |
| Nonallocated Corporate Expenses | 97,855 | |||
| Nonallocated Restructuring, Impairment and Other (1) | 5,102 | |||
| Operating Income | $220,317 | |||
| Pension Settlement Charge | (13,968) | |||
| Other, Net | 7,114 | |||
| Income Before Income Taxes | $213,463 | |||
(1)Nonallocated restructuring, impairment and other in 2025 resulted from our decision to close our Milpitas, California sauce and dressing manufacturing facility, as well as our decision to transition our internal transportation fleet operation to an external dedicated carrier.
| For The Year Ended June 30, 2024 · Retail · Foodservice · Total | ||||
|---|---|---|---|---|
| Net Sales | $988,424 | $883,335 | $1,871,759 | |
| Cost of Sales | 690,247 | 749,210 | ||
| Selling, General and Administrative Expenses | 90,517 | 37,031 | ||
| Total Segment Operating Income | $207,660 | $97,094 | $304,754 | |
| Nonallocated Corporate Expenses | 90,517 | |||
| Nonallocated Restructuring, Impairment and Other (1) | 14,874 | |||
| Operating Income | $199,363 | |||
| Other, Net | 6,152 | |||
| Income Before Income Taxes | $205,515 | |||
(1)Nonallocated restructuring, impairment and other in 2024 resulted from our decision to exit our perimeter-of-the-store bakery product lines.
The following table sets forth reconciliations of our reportable segments’ total identifiable assets to the consolidated totals as of June 30 and our reportable segments’ total depreciation and amortization expenses to the consolidated totals for each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Identifiable Assets (1) | |||
| Retail & Foodservice (2) | $1,547,713 | $1,083,381 | $1,015,454 |
| Corporate | 57,307 | 191,343 | 191,477 |
| Total | $1,605,020 | $1,274,724 | $1,206,931 |
| Depreciation and Amortization | |||
| Retail & Foodservice (2) | $65,243 | $57,095 | $51,386 |
| Corporate | 6,203 | 5,073 | 4,510 |
| Total | $71,446 | $62,168 | $55,896 |
(1)Long-lived assets are predominately domestic. Retail and Foodservice identifiable assets include those assets used in our operations and other intangible assets allocated to purchased businesses. The increase in Retail and Foodservice identifiable assets from June 30, 2025 to June 30, 2026 reflects the acquisition of Bachan’s. The increase in Retail and Foodservice identifiable assets from June 30, 2024 to June 30, 2025 reflects the acquisition of the Atlanta plant. Corporate assets consist principally of cash and equivalents and deferred software costs. The decrease in Corporate assets from June 30, 2025 to June 30, 2026 reflects lower cash and equivalents as the Bachan’s acquisition was partially funded with cash on hand.
(2)As discussed above, we do not present identifiable assets or depreciation and amortization separately by reportable segment.
Our relationship with Chick-fil-A, Inc. (“Chick-fil-A”), one of our national chain restaurant accounts, represents a significant portion of our consolidated net sales. In Foodservice, we primarily supply Chick-fil-A indirectly through multiple distributors with the remainder supplied directly to Chick-fil-A. None of these individual customers amounts to more than 10% of our consolidated net sales. Chick-fil-A is also a significant contributor to our Retail sales as we sell their sauce and dressing products into the retail channel through an exclusive license agreement. Retail segment net sales attributed to Walmart also represent a significant portion of our consolidated net sales. Total net sales attributed to Chick-fil-A, including the Retail sales resulting from the exclusive license agreement and the Foodservice sales, and Retail segment net sales attributed to Walmart for each of the years ended June 30 were as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Net sales attributed to Chick-fil-A | $575,681 | $548,222 | $519,818 |
| As a percentage of consolidated net sales | 30% | 29% | 28% |
| Net sales attributed to Walmart (1) | $353,651 | $367,274 | $338,764 |
| As a percentage of consolidated net sales (1) | 18% | 19% | 18% |
(1)Net sales attributed to Walmart include sales of Chick-fil-A products that are also presented in net sales attributed to Chick-fil-A.
Note 10 –Stock-Based Compensation
Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “2015 Plan”). As the 2015 Plan expired in November 2025, we obtained shareholder approval of The Marzetti Company 2025 Omnibus Incentive Plan (the “2025 Plan”) at our November 2025 Annual Meeting of Shareholders. The 2025 Plan will not affect any currently outstanding equity awards granted under the 2015 Plan. The 2025 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted under these plans will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under these plans varies as to the type of award granted, and the maximum term of these awards isseven years.
We recognize compensation expense over the requisite service period of the grant. Compensation expense is reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification. We estimate a forfeiture rate based on historical experience.
Stock-Settled Stock Appreciation Rights
Prior to 2022, we used periodic grants of stock-settled stock appreciation rights (“SSSARs”) as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. Our policy is to issue shares upon SSSARs exercise from new shares that had been previously authorized. At June 30, 2026, there wereno unvested SSSARs outstanding.
The following table summarizes our SSSARs compensation expense and tax benefits recorded for each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Compensation expense | $— | $— | $1,038 |
| Tax benefits | $— | $— | $90 |
| Intrinsic value of exercises | $— | $(18) | $677 |
The total fair values of SSSARs vested for each of the years ended June 30 were as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Fair value of vested rights | $— | $— | $1,175 |
The following table summarizes the activity relating to SSSARs granted under the plan for the year ended June 30, 2026:
| Number ofRights | WeightedAverageExercisePrice | WeightedAverageRemainingContractualLife inYears | AggregateIntrinsicValue | |
|---|---|---|---|---|
| Outstanding at beginning of year | 19 | $175.76 | ||
| Exercised | — | $— | ||
| Granted | — | $— | ||
| Forfeited | — | $— | ||
| Outstanding at end of year | 19 | $175.76 | 1.56 | $— |
| Exercisable and vested at end of year | 19 | $175.76 | 1.56 | $— |
| Vested and expected to vest at end of year | 19 | $175.76 | 1.56 | $— |
The following table summarizes information about the SSSARs outstanding by grant year at June 30, 2026:
| Outstanding · Exercisable | ||||||
|---|---|---|---|---|---|---|
| Weighted Average | ||||||
| Grant Years | Range ofExercise Prices | NumberOutstanding | RemainingContractualLife inYears | ExercisePrice | NumberExercisable | WeightedAverageExercisePrice |
| 2021 | $167.18-$177.99 | 18 | 1.62 | $177.40 | 18 | $177.40 |
| 2020 | $153.71 | 1 | 0.66 | $153.71 | 1 | $153.71 |
At June 30, 2026, there wasno unrecognized compensation expense related to SSSARs.
Restricted Stock Units
In 2026, we made initial grants of restricted stock units as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.
In 2026, we granted restricted stock units to various employees under the terms of the plans. The following table summarizes information relating to these grants:
| 2026 | |
|---|---|
| Employees | |
| Restricted stock units granted | 41 |
| Grant date fair value | $7,376 |
| Weighted average grant date fair value per award | $178.59 |
Restricted stock units granted to employees generally vest 3 years after the grant date. Dividend equivalents earned during the vesting period are paid at the time the units vest.
In 2026, we also granted restricted stock units to our nonemployee directors under the terms of the 2025 Plan. The following table summarizes information relating to this grant:
| 2026 | |
|---|---|
| Nonemployee directors | |
| Restricted stock units granted | 7 |
| Grant date fair value | $1,215 |
| Weighted average grant date fair value per award | $171.74 |
Restricted stock units granted to nonemployee directors generally vest 1 year after the grant date. All of the units granted during 2026 are expected to vest. Dividend equivalents earned during the vesting period are paid to the directors at the time the units vest.
The following table summarizes our restricted stock units compensation expense and tax benefits recorded for the year ended June 30:
| 2026 | |
|---|---|
| Compensation expense | $2,336 |
| Tax benefits | $392 |
The following table summarizes the activity relating to restricted stock units granted under the plans for the year ended June 30, 2026:
| Number ofUnits | WeightedAverage GrantDate Fair Value | |
|---|---|---|
| Unvested restricted stock units at beginning of year | — | $— |
| Granted | 48 | $177.59 |
| Vested | — | $— |
| Forfeited | (2) | $180.75 |
| Unvested restricted stock units at end of year | 46 | $177.44 |
At June 30, 2026, there was $4.9 million of unrecognized compensation expense related to restricted stock units that we will recognize over a weighted-average period of 2 years.
Restricted Stock Awards
Prior to 2026, we used periodic grants of restricted stock awards as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.
In 2025 and 2024, we granted shares of restricted stock awards to various employees under the terms of the 2015 Plan. The following table summarizes information relating to these grants:
| 2025 | 2024 | |
|---|---|---|
| Employees | ||
| Restricted stock awards granted | 38 | 33 |
| Grant date fair value | $7,292 | $6,076 |
| Weighted average grant date fair value per award | $190.84 | $185.05 |
The restricted stock awards under these employee grants generally vests 3 years after the grant date. Under the terms of our grants, employees receive dividends on unforfeited restricted stock awards regardless of their vesting status.
In 2025 and 2024, we also granted shares of restricted stock awards to our nonemployee directors under the terms of the 2015 Plan. The following table summarizes information relating to each of these grants:
| 2025 | 2024 | |
|---|---|---|
| Nonemployee directors | ||
| Restricted stock awards granted | 6 | 5 |
| Grant date fair value | $1,215 | $920 |
| Weighted average grant date fair value per award | $200.28 | $165.41 |
The restricted stock awards under these nonemployee director grants vested 1 year after the grant date. Dividends earned on the stock during the vesting period were paid to the directors at the time the stock vested. At June 30, 2026, our nonemployee directors hadno unvested restricted stock awards.
The following table summarizes our restricted stock awards compensation expense and tax benefits recorded for each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Compensation expense | $4,315 | $5,673 | $5,479 |
| Tax benefits | $644 | $859 | $841 |
The total fair values of restricted stock awards vested for each of the years ended June 30 were as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Fair value of vested shares | $4,979 | $5,125 | $3,287 |
The following table summarizes the activity relating to restricted stock awards granted under the plans for the year ended June 30, 2026:
| Number ofShares | WeightedAverage GrantDate Fair Value | |
|---|---|---|
| Unvested restricted stock awards at beginning of year | 90 | $181.33 |
| Granted | — | $— |
| Vested | (30) | $167.48 |
| Forfeited | (3) | $189.94 |
| Unvested restricted stock awards at end of year | 57 | $188.10 |
At June 30, 2026, there was $2.6 million of unrecognized compensation expense related to restricted stock awards that we will recognize over a weighted-average period of 1 year.
Performance Units
We use periodic grants of performance units as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. These performance units are based on two performance metrics, with equal weightings, as follows:
a market condition based on relative total shareholder return versus the S&P 1500 Packaged Foods & Meats Index; and
a performance condition based on revenue growth over the applicable performance period.
These performance units generally vest 3 years after the grant date and are settled in shares of common stock equal to the number of performance units granted multiplied by a percentage between 0% and 200% depending on the achievement of the above-noted performance metrics over the 3-year performance period. Our policy is to issue shares upon the vesting of performance units from new shares that had been previously authorized. Dividend equivalents earned during the vesting period are paid at the time the awards vest.
In 2026, 2025 and 2024, we granted performance units to various employees under the terms of the 2015 Plan. The following table summarizes information relating to these grants:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Performance units granted | 29 | 25 | 25 |
| Grant date fair value | $5,925 | $5,248 | $4,745 |
| Weighted average grant date fair value per award | $202.28 | $206.54 | $192.91 |
For our performance units with a performance condition, the grant-date fair value is equal to the closing price of our common stock on the grant date. For our performance units with a market condition, the grant-date fair value is estimated using a Monte Carlo simulation. The assumptions used in the Monte Carlo simulation were as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Risk-free interest rate | 3.65% | 3.72% | 4.60% |
| Dividend yield | 2.12% | 1.98% | 1.78% |
| Volatility factor of the expected market price of our common stock | 29.10% | 26.40% | 24.60% |
The following table summarizes our performance units compensation expense and tax benefits recorded for each of the years ended June 30:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Compensation expense | $3,519 | $3,306 | $4,842 |
| Tax benefits | $342 | $321 | $620 |
The following table summarizes information for our performance units that vested during each of the years ended June 30:
| 2026 | 2025 | |
|---|---|---|
| Payout of revenue-based performance units | 135% | 174% |
| Payout of market-based performance units | 186% | 91% |
| Fair value of vested performance units | $3,714 | $3,281 |
The following table summarizes the activity relating to performance units granted under the 2015 Plan for the year ended June 30, 2026:
| Number ofUnits | WeightedAverage GrantDate Fair Value | |
|---|---|---|
| Unvested performance units at beginning of year | 65 | $191.72 |
| Granted | 29 | $202.28 |
| Vested | (21) | $174.67 |
| Forfeited | (2) | $201.89 |
| Unvested performance units at end of year | 71 | $200.89 |
At June 30, 2026, there was $5.1 million of unrecognized compensation expense related to performance units that we will recognize over a weighted-average period of 2 years.
Note 11 –Pension Benefits
Defined Benefit Pension Plans
Prior to November 30, 2024, we sponsored multiple defined benefit pension plans that covered certain former employees under collective bargaining contracts related to closed or sold operations. All these plans were previously frozen. In August 2024, our Board of Directors approved the merger of all five pension plans and the termination of the resulting merged plan. The merged plan was terminated effective November 30, 2024. Lump sum distributions and annuity purchases from a highly rated insurance company were completed in December 2024. No additional pension plan contributions were required. As a result of the pension termination, we incurred a one-time noncash settlement charge of $14.0 million in 2025.
Prior to the termination of the merged plan discussed above, the net periodic benefit costs were determined utilizing the following beginning-of-the-year assumptions:
| 2025 | 2024 | |
|---|---|---|
| Discount rate | 5.23% | 5.18% |
| Expected long-term return on plan assets | 5.00% | 5.00% |
Relevant information with respect to our pension benefits as of June 30 can be summarized as follows:
| 2025 | |
|---|---|
| Change in benefit obligation | |
| Benefit obligation at beginning of year | $26,475 |
| Interest cost | 659 |
| Actuarial gain | (834) |
| Benefits paid | (26,300) |
| Benefit obligation at end of year | $— |
| 2025 | |
|---|---|
| Change in plan assets | |
| Fair value of plan assets at beginning of year | $28,016 |
| Actual return on plan assets | (1,716) |
| Employer contributions | — |
| Benefits paid | (26,300) |
| Fair value of plan assets at end of year | $— |
The following table summarizes the components of net periodic benefit cost for our pension plans at June 30:
| 2025 | 2024 | |
|---|---|---|
| Components of net periodic benefit cost | ||
| Interest cost | $659 | $1,382 |
| Expected return on plan assets | (668) | (1,375) |
| Amortization of unrecognized net loss | 294 | 633 |
| Settlement charge | 13,968 | — |
| Net periodic benefit cost | $14,253 | $640 |
Note 12 –Defined Contribution and Other Employee Plans
Company-Sponsored Defined Contribution Plans
We sponsor four defined contribution plans established pursuant to Section 401(k) of the Internal Revenue Code. Contributions are determined under various formulas, and we contributed to three of these plans in 2026. Costs related to such plans for each of the years ended June 30 were as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Costs related to company-sponsored defined contribution plans | $7,893 | $8,282 | $6,922 |
Multiemployer Plans
In the three years ended June 30, 2026, one of our subsidiaries participated in a multiemployer plan that provides pension benefits to retiree workers under a collective bargaining contract. This plan generally provides for retirement, death and/or termination benefits for eligible employees within the collective bargaining contract, based on specific eligibility/participation requirements, vesting periods and benefit formulas. The risks of participating in a multiemployer plan are different from single-employer plans in the following aspects: (1) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (3) if a participating employer chooses to stop participating in the multiemployer plan, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We did not participate in any individually significant multiemployer plans that provide pension benefits in the three years ended June 30, 2026.
In the three years ended June 30, 2026, we contributed amounts to two multiemployer plans that provide health and welfare benefits. These benefits are not vested. The contributions required by our participation in these plans for each of the years ended June 30 were as follows:
| 2026 | 2025 | 2024 | |
|---|---|---|---|
| Multiemployer health and welfare plan contributions | $3,527 | $4,072 | $3,047 |
We also make non-elective contributions for the union employees at our Bedford Heights, Ohio plant into a union-sponsored multiemployer 401(k) plan. Our contributions totaled $0.8 million, $1.0 million and $1.0 million in 2026, 2025 and 2024, respectively.
Deferred Compensation Plan
We offer a deferred compensation plan for select employees who may elect to defer a certain percentage of annual compensation. We do not match any contributions. Each participant earns interest based upon the prime rate of interest, adjusted semi-annually, on their respective deferred compensation balance. Participants are paid out upon retirement or termination in accordance with their annual election.
The following table summarizes our liability for total deferred compensation and accrued interest at June 30:
| 2026 | 2025 | |
|---|---|---|
| Liability for deferred compensation and accrued interest | $5,216 | $4,607 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.