ARMK 10-K & 10-Q changes, risk factors and insider trading

Unfavorable economic conditions have,have affected, and in the future could,could adversely affect our results of operations and financial condition.

National and international economic downturns have,have reduced, and in the future could,could reduce demand for our services in each of our reportable segments, resulting in the loss of business or increased pressure to contract for business on less favorable terms than our generally preferred terms. Economic downturns that impact our financial condition may be caused by inflation, supply chain disruptions, geopolitics, trade disputes, tariff increases, global energy shortages, major central bank policy actions including interest rate increases, public health crises, or other factors. Economic hardship in our client basebase, has also impacted and may continue to impact our business. For example, in early stages of the COVID-19 pandemic, or in the period of economic distress following the financial crisis of 2008, certain of our businesses were negatively affected byincluding reduced employment levels at our clients’ locations and declining levels of business and customer spending.spending, has also impacted and may continue to impact our business. In addition, financial distress and insolvency experienced by clients, especially larger clients, has in the past made it difficultdifficult, and in the future could make it difficultdifficult, for us to collect amounts we are owed and could result in the voiding or modification of existing contracts. For example, in response to the changed circumstances caused by shutdowns at the beginning of the COVID-19 pandemic, we worked with clients to renegotiate contracts and financial structures in order to mitigate lost revenues caused by partial or full closure of client premises. Similarly, financial distress or insolvency, if experienced by our key vendors and service providers such as insurance carriers, could significantly increase our costs.

The portionSome of our business that provides services in facilities such as convention centers and tourist and recreational attractions isare particularly sensitive to an economic downturn, as expenditures to take vacations or hold or attend conventions are funded to a partial or total extent by discretionary income. A decrease in such discretionary income on the part of potential attendees at our clients' facilities has in the past resulted in, and in the future could result in, a reduction in our revenue. Further, because our exposure to the ultimate customer of what we provide is limited by our dependence on our clients to attract those customers to their facilities and events, our ability to respond to such a reduction in attendance, and therefore our revenue, is limited. There are many factors that could reduce the number of events in a facility,facility or attendance at an event or decrease attendees’ discretionary income, including pandemics and other health crises, labor disruptions involving sports leagues, poor performance by the teams playing in a facility, number of playoff games, short-term weather conditions or more prolonged climate change-related conditions and adverse economic conditionsconditions, which would adversely affect revenue and profits.

Natural disasters,disasters and extreme weather events, global calamities, climate change, political unrest, geopolitical conflicts, energy shortages, sports strikes and other adverse incidents beyond our control could adversely affect our revenue and operating results.

Natural disasters,disasters and extreme weather events, including hurricanes, fires, earthquakes and droughts, global calamities, pandemics and other public health crises, or political unrest and global conflicts, have affected, and in the future could affect, our revenue and operating results. In the past,Recently, due to more geographically isolated natural disasters, such as wildfires in the western United States and hurricanes and extreme cold conditions in the southern United States, we experienced lost and closed client locations, business disruptions and delays, the loss of inventory and other assets, asset impairments and the effect of the temporary conversion of a number of our client locations to provide food and shelter to those left homeless by storms. The acute and chronic effects of global climate change, including the increasing frequency and severity of extreme weather, changing precipitation patterns and rising mean temperatures may result in supply chain and other business disruptions. Climate change may also impact the availability and costs of water, food or other resources or commodities that could adversely affect our ability to deliver services.

In addition, political unrest and global conflicts have disrupted, and in the future may continue to disrupt, global supply chains and heighten volatility and disruption of global financial markets. For example, while we do not have direct operations within Russia or Ukraine, the conflict involving these nations has triggered inflation in our costs and may increase our risk of cyberattacks. We also do notcurrently have direct operations in the Middle East, but the ongoing Israel-Hamas War and escalating tensions in the region may disrupt global markets and impact our supply chain. The impact of these global events on our longer-term operational and financial performance will depend on future developments, our response and governmental response to inflation and the duration and severity of such conflicts. Any terrorist attacks or incidents prompted by political unrest, particularly at venues that we serve, and the national and global military, diplomatic and financial response to such attacks or other threats, also may adversely affect our revenue and operating results. Sports strikes, particularly those that persist for an extended time period, can reduce our revenue and have an adverse impact on our results of operations. Any decrease in the number of games played, or the occurrence of games with limited or no fans attending, has resulted in, and would in the future result in a loss of revenue and reduced profits at the venues we service.

Our failure to retain our current clients, renew our existing client contracts on comparable terms andor obtain new client contracts on expected terms could adversely affect our business.

Our success depends on our ability to retain our current clients, renew our existing client contracts and obtain new business on commercially-favorable terms. Our ability to do so generally depends on a variety of factors, including the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors. In addition, clients are increasingly focused on and requiring us to make commitments, set targets and meet standards related to environmental sustainability matters, such as waste management, greenhouse gas emissions, including lower-carbon food offerings, animal health and welfare, deforestation and land use. Our ability to retain clients may depend in part on the effectiveness of our response to these expectations. When we renew existing client contracts, it is often on terms that are less favorable or less profitable for us than the initial contract terms. In addition,Moreover, we typically incur substantial start-up and operating costs and experience lower profit margin and operating cash flows in connection with the establishment of new business, and in periods with higher rates of new business, we have experienced and expect to continue to experience negative impact to our profit margin and our cash flows. There can be no assurance that we will be able to obtain new business, renew existing client contracts at the same or higher levels of pricing or that our current clients will not turn to competitors, cease operations, elect to self-operate or terminate contracts with us. These risks may be exacerbated by the current economic environment, due to, among other things, increased cost pressure at our clients, heightened tariffs, tight labor markets and heightened competition. In addition, consolidation by our clients in the industries we serve could result in our losing business if the combined entity chooses a different provider. In addition, a number of our clients remain focused on, and continue to require us to make commitments, set targets and meet standards related to, environmental sustainability matters, such as waste management, greenhouse gas emissions, including lower-carbon food offerings, animal health and welfare, deforestation and land use. Our ability to retain clients may depend in part on the effectiveness of our response to these expectations. The failure to renew a significant number of our existing contracts, including on the same or more favorable terms, or the significant failure to recoup start-up expenses in expected amounts and timeframes for our new business contracts would have a material adverse effect on our business and results of operations and the failure to obtain new business could have an adverse impact on our growth and financial results.

In addition, labor unions representing employees of some of our current and prospective clients have occasionally opposed the outsourcing trend as they believed that current union jobs for their memberships might be lost. In these cases, unions typically seek to prevent public sector entities from outsourcing and if that fails, ensure that jobs that are outsourced continue to be unionized, which can reduce our pricingprofitability and operational flexibility with respect to such businesses.

There is significant competition in the food and support services business from local, regional, national and international companies, of varying sizes, many of which have substantial financial resources. Our ability to successfully compete depends on our ability to provide quality services at a reasonable price and to provide value to our clients and customers. Our competitors have been and may in the future be willing to underbid us or accept a lower profit margin or expend more capital in order to obtain or retain business. Also, certain regional and local service providers may be better established than we are within a specific geographic region. In addition, existing or potential clients may elect to self-operate their food and support services, eliminating the opportunity for us to serve them or compete for the account. We may also face increased competition from offsite food delivery at our clients as online restaurant aggregators and similar businesses, as well as other providers with potentially disruptive business models, have been successful at applying technology developments to local food service. If we fail to implement emerging technologies as quickly and efficiently as our competitors, we may lose clients. While we have a significant international presence, certain competitors have more extensive portfolios of services and a broader geographic footprint than we do. Therefore, we may be placed at a competitive disadvantage for clients who require multiservice or multinational bids.bids in geographies where we do not currently operate.

Our profitability can be adversely affected to the extent we are faced with cost increases for food, wages, other labor related expenses (including workers' compensation, state unemployment insurance and federal or state mandated health benefits and other healthcare costs), insurance, fuel, utilities, service and small wares, transportation, shipping, clothing and equipment, especially to the extent we are unable to recover such increased costs through increases in prices for our products and services due to general economic conditions, inflationary pressures, supply chain disruptions, tariffs, competitive conditions or contractual provisions in our client contracts. For example, when federal, state, foreign or local minimum wage rates increase, we may have to increase the wages of both minimum wage employees and employees whose wages are above the minimum wage. We may also face increased operating costs resulting from changes in federal, state or local laws and regulations relating to employment matters, including those relating to the classification of employees, pay transparency, employee eligibility for overtime and secure scheduling requirements, which often incorporate a premium pay mandate for scheduling deviations. Oil and natural gas prices have fluctuated significantly in the last several years, which has increased the cost of fuel and utilities. From time to time, we have experienced increases in our food costs. Food prices can fluctuate as a result of permanent or temporary changes in supply, including as a result of incidences of severe weather such as droughts, heavy rains and late freezes or climate change, natural disasters or pandemics, tariffs, geopolitical conflicts or to the extent we are unable to negotiate favorable terms on volume discounts, rebates or other applicable credits with our suppliers. Increasing demandsDemands from clients, customers and other stakeholders relating to sustainability, including that we set reduced emissions, waste and other sustainability targets and take actions to meet them, also could result in increased costs for business. We have two main types of contracts: profit and loss contracts in which we bear all of the expenses of the contract but gain the benefit of the revenue, and client interest contracts in which our clients share some or all of the expenses and gain some or all of the revenue. Approximately two-thirds of our revenue in fiscal 2024 is from profit and loss contracts under which we have limited ability to pass on cost increases to our clients. Therefore, absent our ability to negotiate contractual changes, including pricing, we may have to absorb cost increases, which may adversely impact our operating results.

The amount of risk that we bear and our profit potential vary depending on the type of contract under which we provide food and support services. We may be unable to fully recover costs on contracts that limit our ability to increase prices. In addition, we provide many of our services under contracts of indefinite term, which are subject to termination on short notice by either party without cause. Some of our contracts contain minimum guaranteed remittances to our client regardless of our revenue or profit at the facility, typically contingent on certain future events. If revenue does not exceed costs under a contract that contains minimum guaranteed payments, we will bear any losses which are incurred, as well as the guaranteed payment. Generally, ourOur contracts also may limit our ability to raise prices on the food, beverages and merchandise we sell within a particular facility without the client's consent. In addition, some of our contracts exclude certain events or products from the scope of the contract,contract or give the client the right to modify the terms under which we may operate at certain events. Guaranteed payments or other guaranteed amounts to a client under a profit and loss contract that is not profitable, the refusal by individual clients to permit the sale of some products at their venues, the imposition by clients of limits on prices which are not economically feasible for us, or decisions by clients to curtail their use of the services we provide could adversely affect our revenue and results of operations.

A significant portion of our revenue is derived from our international business. During fiscal 2024,2025, approximately 28%29% of our revenue was generated outside of the United States. We currently have a presence in 15 countries outside of the United States with approximately 125,250133,690 personnel. We also provide our services on a more limited basis in several additional countries and in offshore locations. Our international operations are subject to risks, including the requirement to comply with changing, conflicting and unclear national and local regulatory requirements; compliance with the Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption law compliance matters,laws, as well as cybersecurity, data protection, corporate sustainability reporting and supply chain laws; potential difficulties in staffing and labor disputes; differing local labor laws; managing and obtaining support and distribution for local operations; credit risk or financial condition of local clients; potential imposition of restrictions on investments; potentially adverse tax consequences, including imposition or increase of withholding, VAT and other taxes on remittances and other payments by subsidiaries; foreign exchange controls; trade disputes and heightened tariffs; energy shortages; local political and social conditions; geopolitical tensions, including, for example, tensions between the United States and China or overall global volatility; and the ability to comply with terms of government assistance programs. In addition, the operating results of our non-United States subsidiaries are translated into United States dollars and those results are affected by movements in foreign currencies relative to the United States dollar. Unfavorable fluctuations in foreign currency exchange rates have had, and could in the future continue to have, an adverse effect on our results of operations.

The raw materials we use in our business and the finished products we sell are sourced from a wide variety of domestic and international suppliers. We seek to require our suppliers, service providers and subcontractors to comply with applicable laws and otherwise be certified as meeting our supplier standards of conduct. In addition, client, customer and other stakeholder expectations regarding environmental, social and governance considerations for suppliers are increasing and otherwise evolving. Our ability to find qualified suppliers who meet our standards, including with respect to requirements around sustainably-sourced food and other products; human rights; and to timely and efficiently access raw materials and finished products in a timely and efficient manner is a challenge, especially with respect to suppliers located and goods sourced outside the United States and other countries in which we operate. Insolvency or business disruption experienced by suppliers could make it difficult for us to source the items we need to run our business. Political and economic stability in the countries in which foreign suppliers are located, tariffs and other measures that restrict global trade, the financial stability of suppliers, suppliers' failurefailures to meet our standards, labor problems experienced by our suppliers, the availability of raw materials and labor to suppliers, cybersecurity issues, currency exchange rates, transport availability and cost, tariffs, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control. For example, global supply chain disruptions caused by global events, such as the Russian/Ukraine conflictconflicts, have resulted, and may continue to result, in delivery delays as well as lower fill rates and higher substitution rates for a wide-range of products. While we have continued to modify our business model in response to the current environment, including proactively managing inflationinflation, heightened tariffs, and global supply chain disruption, through supply chain initiatives and by implementing pricing pass-throughs, as appropriate, to cover incremental costs, there is no guarantee that we will be able to continue to do so successfully or on comparable terms in the future if supply chain disruptions continue or worsen. In addition, domestic foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade have in the past and may in the future negatively affect our business and are beyond our control. If one of our suppliers were to violate the law, or engage in conduct that results in adverse publicity, our reputation may be harmed simply due to our association with that supplier. Drought, flood, fires, hurricanes, earthquakes, blizzards, tornadoes, extreme temperatures, natural disasters and other extreme weather events associated with climate changeevents, as well as chronic climate impacts such as rising mean temperatures and changes in precipitation patterns could also result in supply chain disruptions or higher material costs. These and other factors affecting our suppliers and our access to raw materials and finished products could adversely affect our results of operations.

Although we negotiate the pricing and other terms for the majority of our purchases of food and related products in the United States and Canada directly with national manufacturers, we purchase these products and other items through national distributors and suppliers, including Sysco, US Foods, Performance Food Group and regional distributors. Sysco, which distributed approximately 45%43% of our food and non-food products in the United States and Canada in fiscal 20242025 based on purchase dollars, and other distributors are responsible for tracking our orders and delivering products to our specific locations. If our relationship with, or the business of, Sysco or another primary distributor were to be disrupted, we would have to arrange alternative distributors and our operations and cost structure could be adversely affected in the short term. For example, past labor shortages and other labor disputes at our primary distributors have exacerbatedcaused temporary supply chain issuesdisruptions impactingthat have impacted our business. A cyber, weather or other incident could also disrupt our distributors' operations and, therefore, impact our business in the short term. Similarly, a sudden termination of the relationship with a significant provider in other geographic areas could in the short term adversely affect our ability to provide services and disrupt our client relationships in such areas.

Our business is contract intensive and we are parties to many contracts with clients all over the world. Our client interest contracts provide that client billings, and for some contracts the sharing of profits and losses, are based on our determinations of costs of service. Contract terms under which we base these determinations and, for certain government contracts, regulations governing our cost determinations, may be subject to differing interpretationsinterpretations, which could result in disputes with our clients from time to time. Clients generally have the right to audit our contracts, and we periodically review our compliance with contract terms and provisions.contracts. If clients were to dispute our contract determinations, the resolution of such disputes in a manner adverse to our interests could negatively affect revenue and operating results. While we do not believe any reviews, audits or other such matters should result in material adjustments, if a large number of our client arrangements were modified in response to any such matter, the effect could be materially adverse to our business or results of operations.

We believe much of our future growth and success depends on the continued availability, service and well-being of key executive and management talent. The loss of any of our key executive or senior management personnel could harm our business. In addition, from time to time, we have had difficulty in hiring and retaining qualified management personnel, particularly at the entry management level. We will continue to have significant requirements to hire such personnel. At times when the United States or other geographic regions experience reduced levels of unemployment or a general scarcity of labor like we have seen in recent periods, there may be a shortage of qualified workers at all levels. Given that our workforce requires large numbers of entry level and skilled workers and managers, low levels of unemployment, a general difficulty finding sufficient employees or mismatches between the labor markets and our skill requirements can compromise our ability in certain areas of our businesses to continue to provide quality service or compete for new business. We are also impacted by the costs and other effects of compliance with United States and international regulations affecting our workforce. These regulations are increasingly focused on employment issues, including pay transparency, wage and hour, healthcare, immigration, retirement and other employee benefits and workplace practices. Compliance and claims of non-compliance with these regulations could result in liability and expense to us and may impede our ability to attract and retain talent. Historically, we have also regularly hired a large number of part-time and seasonal workers. Any difficulty we may encounter in hiring such workers, including as a result of immigration policies and general labor shortages, could result in significant increases in labor costs,costs which could have a material adverse effect on our business, financial condition and results of operations. Competition for labor has at times resulted in wage increases in the past and future competition could substantially increase our labor costs. Due to the labor intensivelabor-intensive nature of our businesses and the fact that historically approximately two-thirds of our revenue ishas been from profit and loss contracts under which we have limited ability to pass along cost increases, a shortage of labor or increases in wage levels in excess of normal levels could have a material adverse effect on our results of operations.

We may seek to acquire companies or interests in companies,companies or enter into joint ventures that complement our business. Our inability to complete acquisitions, integrate acquired companies successfully or enter into joint ventures may render us less competitive. At any given time, we may be evaluating one or more acquisitions or engaging in acquisition negotiations. We cannot be sure that we will be able to continue to identify acquisition candidates or joint venture partners on commercially reasonable terms or at all. If we make acquisitions, we also cannot be sure that any benefits anticipated from the acquisitions will actually be realized. Likewise, we cannot be sure we will be able to obtain necessary financing for acquisitions. Such financing could be restricted by the terms of our debt agreements or it could be more expensive than our current debt. The amount of such debt financing for acquisitions could be significant and the terms of such debt instruments could be more restrictive than our current covenants. In addition, our ability to control the planning and operations of our joint ventures and other less than majority-owned affiliates may be subject to numerous restrictions imposed by the joint venture agreements and majority stockholders. Our joint venture partners may also have interests which differ from ours.

Possible future acquisitions could also result in potential disputes regarding transaction incentives, such as ‘earnout’ terms, as well as additional contingent liabilities and amortization expenses related to intangible assets being incurred, which could have a material adverse effect on our business, financial condition or results of operations. In addition, goodwill and other intangible assets resulting from business combinations represent a significant portion of our assets. If goodwill or other intangible assets were deemed to be impaired, we would need to take a charge to earnings to write down these assets to their fair value.

The laws and regulations relating to our business are numerous and complex. A variety of laws and regulations at various governmental levels relate to the handling, preparation, transportation and serving of food. In addition, the cleanliness of food production facilities and the hygiene of food-handling personnel are enforced primarily at the local public health department level. There can be no assurance that we are in full compliance with all applicable laws and regulations at all times, in particular as we offer more innovative and broad service offerings, or that we will be able to comply with any future laws and regulations. Furthermore, legislation and regulatory attention to food safety is very high. Additional or amended laws or regulations in this area may significantly increase the cost of compliance, expose us to liabilities or cause reputational harm.

We serve alcoholic beverages at many facilities, including at college stadiums, and offer more innovative services, such as self-service options, and must comply with applicable licensing laws, as well as state and local service laws, commonly called dram shop statutes in the United States. Dram shop statutes generally prohibit serving alcoholic beverages to certain persons, such as an individual who is visibly intoxicated or a minor. If we violate dram shop laws, we may be liable to the patron and/or third parties for the acts of the patron. Although we sponsor regular training programs designed to minimize the likelihood of such a situation and to take advantage of certain safe harbors and affirmative defenses established for the benefit of alcoholic beverages service providers, we cannot guarantee that visibly intoxicated or minor patrons will not be served or that liability for their acts will not be imposed on us. There can be no assurance that additionalAdditional laws or regulations in this area would notmay limit our activities in the future or significantly increase the cost of regulatory compliance. We must also obtain and comply with the terms of licenses in order to sell alcoholic beverages in the statesjurisdictions in which we serve alcoholic beverages. Some of our contracts require us to pay liquidated damages during any period in which the liquor license for the facility is suspended as a result of our actions and most contracts are subject to termination if the liquor license for the facility is lost as a result of our actions.

We are subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas of our business, such as employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, ESG-relatedenvironmental, social and governance related non-financial disclosure laws, false claims or whistleblower statutes, minority, women and disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, consumer protection statutes, procurement regulations, intellectual property laws, supply chain laws, food safety, labeling and sanitation laws, government funded entitlement programs, government assistance programs, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-corruption laws, lobbying laws, motor carrier safety laws, laws implementing the EU Corporate Sustainability Reporting Directive, data privacy and security laws and alcohol licensing and service laws.

Changes in,to, new interpretations of or changes in the enforcement of the governmental regulatory framework may affect our contracts and contract terms and may reduce our revenue or profits.

A portion of our revenue, both in the United States and internationally, is derived from business with government entities, which includes business with United States federal, state and local governments and agencies, as well as international governments and agencies. Changes orto, new interpretations in, or changes in the enforcement of, the statutory or regulatory framework applicable to services provided under government contracts or bidding procedures, including an adverse change in government spending policies or appropriations, budget priorities or revenue levels could result in fewer new contracts or contract renewals, modifications to the methods we apply to price government contracts, or in contract terms of shorter duration than we have historically experienced. Any of these changes could result in lower revenue or profits than we have historically achieved, which could have an adverse effect on our results of operations.

A failure to maintain food safety throughout our supply chain andchain, food-borne illness concerns, and risks relating to allergens, may result in reputational harm and claims of illness or injury that could adversely affect us.

Food safety is a top priority for usus, and we dedicate substantial resources to ensuring that our customers enjoy safe, quality food products. Claims of illness or injury relating to food quality, food handling or allergens are common in the food service industryindustry, and a number of these claims may exist at any given time. Because food safety issues could be experienced at the source or by food suppliers, distributors or subcontractors, food safety could, in part, be out of our control. There is also a risk that our suppliers, distributors or subcontractors underreport food safety incidents or system failures, which could hinder response and tracking of such risks. Regardless of the source or cause, any report of food-borne illness or other food safety issues such as food tampering or contamination at one of our locations could adversely impact our reputation, hindering our ability to renew contracts on favorable terms or to obtain new business, and have a negative impact on our revenue. Even instances of food-borne illness, food tampering or contamination at a location served by one of our competitors could result in negative publicity regarding the food service industry generally and could negatively impact our revenue. Additionally, social media has increased the speed with which negative publicity, including actual or perceived food safety incidents, is disseminated before there is any meaningful opportunity to investigate, respond to and address an issue. Future food safety issues may also from time to time disrupt our business. In addition, product recalls or health concerns associated with food contamination may also increase our raw material costs.

We are increasingly utilizing and relying upon information technology systems, including with respect to administrative functions, financial and operational data, ordering, point-of-sale processing and payment and the management of our supply chain, to enhance the efficiency of our business and to improve the overall experience of our customers. We maintain confidential, proprietary and personal information about, or on behalf of, our potential, current and former clients, customers, employees and other third parties in these systems or engage third parties in connection with storage and processing of this information. Such information includes employee, client and third-party data, including credit card numbers, social security numbers, healthcare information and other personal information. Our systems and the systems of our vendors and other third parties are subject to damage or interruption from power or service outages, computer or telecommunication failures, computer viruses, catastrophic events and implementation delays or difficulties, as well as usage errors by our employees or third-party service providers. These systems are also vulnerable to an increasing threat of rapidly evolving cyber-based attacks, including malicious software, ransomware, attempts to gain unauthorized access to data, including through phishing emails, attempts to fraudulently induce employees or others to disclose information, the exploitation of software and operating vulnerabilities and physical device tampering/skimming at card reader units. The techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, may be difficult to detect for a long time and often are not recognized until after an attack is launched or occurs. In addition, the rapid evolution and increased adoption of artificial intelligence (“AI”) technologies may also heighten our risks by making cyber-attacks more difficult to detect, contain and mitigate. As a result, we and such third parties may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, we or such third parties may decide to upgrade existing information technology systems from time to time to support the needs of our business and growth strategy and the risk of system disruption is increased when significant system changes are undertaken.

We are subject to numerous laws and regulations in the United States and internationally, as well as contractual obligations and other security standards, each designed to protect the personal information of clients, customers, employees and other third parties that we collect and maintain. Additionally, as a global company we are subject to laws, rules and regulations regarding cross-border data flows, which have increased complexity regarding transferring data from a number of countries to the United States. These recent developments require us to review and amend the legal mechanisms by which we make and receive such cross-border personal data transfers. Since we accept debit and credit cards for payment from clients and customers, we are also subject to various industry data protection standards and protocols, such as payment network security operating guidelines and the global Payment Card Industry Data Security Standard. In certain circumstances, payment card association rules and obligations make us liable to payment card issuers if information in connection with payment cards and payment card transactions that we hold is compromised, the liabilities for which could be substantial. These laws, regulations and obligations are increasing in complexity and number, change frequently and may be inconsistent across the various countries in which we operate. Other jurisdictions, including at both the federal and state level in the United States, have enacted or are considering similar data protection laws and/or are considering data localization laws that require data to stay within their borders. Our systems and the systems maintained or used by third parties and service providers to process data on our behalf may not be able to satisfy these changing legal and regulatory requirements or may require significant additional investments or time to do so. If we fail to comply with these laws or regulations, we could be subject to significant litigation, monetary damages, regulatory enforcement actions or fines in one or more jurisdictions and we could experience a material adverse effect on our results of operations, financial condition and business.

The rapid development and integration of artificial intelligence ("AI") technologies into our processes presents several risks to our business.

In addition, changes to environmental laws may subject us to additional costs or cause us to change aspects of our business. In particular, new federal, state, local or international laws and regulations related to environmental, social and governance ("ESG") disclosures (including, but not limited to, the EU Corporate Sustainability Reporting Directive and California's Climate Accountability Package), climate change (including, but not limited to, certain requirements relating to the disclosure of greenhouse gas emissions and associated business risks), single use plastics and disposable packaging and food waste, could affect our operations or result in significant additional expense and operating restrictions on us. Under United States federal and state environmental protection laws, as an owner or operator of real estateestate, we may be liable for the costs of removal or remediation of certain hazardous materials located on or inin, or migrating fromfrom, our owned or leased property or our client's properties, as well as related costs of investigation and property damage, without regard to our fault, knowledge or responsibility for the presence of such hazardous materials. There can be no assurance that locations that we own, lease or otherwise operate, either for ourselves or for our clients, or that we may acquire in the future, have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon us under such laws or expose us to third-party actions such as tort suits. In addition, such regulations may limit our ability to identify suitable sites for new or expanded facilities. In connection with our present or past operations and the present or past operations of our predecessors or companies that we have acquired, hazardous substances may migrate from properties on which we operateoperate, or which were operated by our predecessors or companies we acquiredacquired, to other properties. We may be subject to significant liabilities to the extent that human health is adversely affected or the value of such properties is diminished by such migration.

We are highly leveraged. As of SeptemberOctober 27,3, 2024,2025, our outstanding indebtedness was $5,271.5$5,405.9 million. We had additional availability of $1,341.6$1,161.7 million under our revolving credit facilities and availability of $600.0$625.0 million under the Receivables Facility as of that date.

•making it more difficult for us to make payments on our indebtedness;

•limiting our ability to benefit from tax deductions for such payments under certain interest expense limitation rules included in the Tax Cuts and Jobs Act of 2017 as amended by the One Big Beautiful Bill Act of 2025 and pursuant to similar regulations in other countries.

Borrowings under the Credit Agreement bear interest at variable rates and expose us to interest rate risk. If interest rates increase and we do not hedge suchthe variable rates, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, which will negatively impact our net income and operating cash flows, including cash available for servicing our indebtedness.

The following discussion and analysis of Aramark's (the "Company," "we," "our" and "us") financial condition and results of operations for the fiscal years ended October 3, 2025, September 27, 2024,2024 and September 29, 2023 and September 30, 2022 should be read in conjunction with our audited consolidated financial statements and the notes to those statements. Discussion and analysis of our financial condition for the fiscal year ended September 27, 2024 compared to the fiscal year ended September 29, 2023 is included under the heading Item 7 “Management’s Discussion and Analysis of Financial Condition - Liquidity and Capital Resources” in our Annual Report on Form 10-K filed for the fiscal year ended September 27, 2024 with the Securities and Exchange Commission ("SEC") on November 19, 2024.

Our discussion contains forward-looking statements, such as our plans, objectives, opinions, expectations, anticipations, intentions and beliefs, that are based upon our current expectations but that involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in those forward-looking statements as a result of a number of factors, including those set forth under "Risk Factors," "Special Note About Forward-looking Statements" and "Business" sections and elsewhere in this Annual Report on Form 10-K ("Annual Report"). In the following discussion and analysis of financial condition and results of operations, certain financial measures may be considered “non-GAAP financial measures” under the Securities and Exchange Commission ("SEC") rules. These rules require supplemental explanation and reconciliation, which is provided elsewhere in this Annual Report.

We operate our business in two geographic reportable segments:

•Food and Support Services International ("FSS International") - Food, refreshment, specialized dietary and support services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, leisure and other facilities outside of the United States with the largest operations within Canada, Chile, China, Germany, SpainSpain, Ireland and the United Kingdom.

WeRecent continuedevelopments toregarding tariffs and global trade have resulted in increased volatility and uncertainty for macroeconomic conditions. Given the uncertainty of tariff policy and the resulting impact on current and future macroeconomic conditions, we may see improvingcontinued inflationvolatility in foreign currencies as well as fluctuating trends wherein global inflationary costs in product, energy and labor have moderated over fiscal 2024, particularly in the United States. In addition, we continue to see elevated market interest rates and significant changes in foreign currencies. We expect these conditions to continue in the near-term,near andterm. weWe regularly evaluate and believe we take appropriate actions when necessary to mitigate the risk in these areas. These actions include management of operating costs, including supply chain initiatives and pricing actions, and managing interest rate risk through the use of interest rate swaps.swaps and other risk mitigation strategies.

On September 30, 2023, we completed the separation and distribution of our Aramark Uniform and Career Apparel ("Uniform") segment into an independent publicly traded company, Vestis Corporation ("Vestis"). The separation of our Uniform segment was structured as a tax free spin-off, which occurred by way of a pro rata distribution to Aramark stockholders. Each of the Aramark stockholders received one share of Vestis common stock for every two shares of Aramark common stock held of record as of the close of business on September 20, 2023. Vestis is now an independent public company under the symbol “VSTS” on the NYSE. The historical results of the Uniform segment have been reflected as discontinued operations in our audited consolidated financial statements for all periods prior to the separation and distribution. Assets and liabilities associated to the Uniform segment are classified as assets and liabilities of discontinued operations in our audited Consolidated Balance Sheet as of September 29, 2023. Additional disclosures regarding the separation and distribution are provided in Note 2 to the audited consolidated financial statements.

Our fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest to September 30th. The fiscal year ended October 3, 2025 is a fifty-three week period, while the fiscal years ended September 27, 2024,2024 and September 29, 2023 and September 30, 2022 were each a fifty-two week period.periods.

The following tablestable presentpresents an overview of our results on a consolidated and segment basis with the amount of and percentage change between periods for the fiscal years 20242025 and 20232024 (dollars in millions).:

The following table presents the costCost of services provided (exclusive of depreciation and amortization) by segment and as a percent of revenue for fiscal 2024 and fiscal 2023.

The following table presents the percentages attributable to the components in cost of services provided (exclusive of depreciation and amortization) for fiscal 20242025 andas compared to fiscal 2023.2024 (in millions):

(1) Personnel costs decreased as a percentage of total costCost of services provided (exclusive of depreciation and amortization) duringincreased by $984.7 million in fiscal 20242025 compared to the prior year periodperiod, dueprimarily todriven otherby directan costsincrease increasingin at a higher proportionrevenue as compareddiscussed toabove. personnelKey costs, lower net severance charges ($19.9 million) and moderationdrivers of laborthe inflationaryyear-over-year costs.increase include:

OperatingSelling incomeand increasedgeneral corporate expenses decreased by $81.5$5.2 million during fiscal 2024 compared to the prior year period, which was driven by base business volume growth, cost management, improved supply chain economics and favorable recovery of inflationary costs as2025 compared to the prior year period. The increase in operating incomedecrease was alsoprimarily attributabledriven to lower net severance charges ($19.9 million),by prior year non-cash charges for the impairment of operating lease right-of-use assets and property and equipmentexpenses related to certainthe realseparation estateand propertiesdistribution of the Uniform Segment ($19.0$29.0 million) (see Note 12 to the audited consolidated financial statements) and lower share-based compensation expenseexpenses ($13.7$4.0 million) compared to fiscal 2024 (see Note 1312 to the audited consolidated financial statements)., partially offset by higher incentive expenses related to the annual bonus and higher selling personnel costs and new business pursuit expenses.

•lowerDuring fiscal 2025, we recognized a non-cash incomecharge fromfor the reductionimpairment of thean contingentequity consideration liabilities related to acquisition earn outs, netinvestment of expense ($77.5$19.5 million) (see Note 171 to the audited consolidated financial statements);.

During fiscal 2024, we sold our remaining equity investment ownership interest in the San Antonio Spurs NBA franchise in a taxable transaction resulting in a pre-tax gain on sale of this equity investment of $25.1 million, which is included in "Gain on Equity Investments, net" on the Consolidated Statements of Incomemillion (see Note 1 to the audited consolidated financial statements).statements.

The following discussion and analysis of Aramark's (the "Company," "we," "our" and "us") financial condition and results of operations for the three and sixnine months ended AprilJuly 3, 2026 and MarchJune 28,27, 2025 should be read in conjunction with our audited consolidated financial statements and the notes to those statements for the fiscal year ended October 3, 2025 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on November 25, 2025.

RecentThe developments related to theongoing conflict in the Middle East and evolving tariff policies have increased volatility and uncertainty in the global macroeconomic environment. While we have not experienced material impacts to date, given this elevated level of uncertainty and its potential impact on current and future economic conditions, we may continue to experience fluctuations in global inflationary pressures and market interest rates, as well as volatility in foreign currency markets in the near term. We regularly monitor these conditions and believe we take appropriate actions, as necessary, to mitigate related risks. These actions include actively managing operating costs through supply chain initiatives and pricing strategies, as well as managing interest rate exposure through the use of interest rate swaps and other risk mitigation strategies.

Our fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest September 30th. The fiscal year ending October 2, 2026 is a fifty-two week period, while the fiscal year ended October 3, 2025 was a fifty-three week period. The calendar shift resulting from the fifty-third week in the fiscal year ended October 3, 2025 has affected, and is expected to affectcontinue to affect, the fiscal year ending October 2, 2026 quarterly comparisons of operating results due to the change in the number of operational service days in each quarter as compared to the corresponding prior year period.

The following tables present an overview of our results on a consolidated basis with the amount of and percentage change between periods for the three and sixnine months ended AprilJuly 3, 2026 and MarchJune 28,27, 2025 (in millions).

During the three and sixnine month periods of fiscal 2026, revenue increased by approximately 14.7%9.3% or $628.0$431.5 million and 10.3%9.9% or $907.5$1,339.0 million compared to the prior year periods, respectively. The increase was primarily attributable to base business growth and net new business. Additionally, foreign currency translation favorably impacted revenue by 2.4%0.7% and 1.7%1.4% for the three and sixnine month periods, respectively. The increase for the three month period of fiscal 2026 was alsopartially dueoffset toby the estimated benefitimpact of the increasedreduced number of operational service days in the secondthree quarterand nine month periods of fiscal 2026 from the calendar shift related to the fifty-third week in fiscal 2025 (approximately 3%2% and 1%, respectively).

The following tables present the components in cost of services provided (exclusive of depreciation and amortization) and as a percentage of revenue for the three and sixnine month periods ended AprilJuly 3, 2026 and MarchJune 28,27, 2025 (in millions).

Cost of services provided (exclusive of depreciation and amortization) increased by $561.2$371.3 million and $825.4$1,196.7 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively, principally attributable to the revenue growth described above. Key drivers of the year-over-year increase include:

•Food and support service costs increased by $180.5$98.7 million and $244.1$342.8 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively, primarily due to food and beverage costs associated with business growth, partially offset by supply chain efficiencies.

•Personnel costs rose by $217.5$125.3 million and $387.9$513.1 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively, reflecting overall business expansion and severance charges ($5.5 million).expansion. The increase was partially offset by lower medicalseverance costs ($6.9 million)charges during the three month period of fiscal 2026.2026 Furthermore,($7.1 themillion) calendarand shiftlower relatedmedical to the fifty‑third week in fiscal 2025 resulted in an increased number of operational service dayscosts during the three and nine month periods of fiscal 2026 ($25.7 million and $24.8 million, respectively). The increase during the nine month period of fiscal 2026. As a portion of personnel costs is fixed, these costs did not increase in line with the higher level of service days, leading to a decrease in personnel costs as a percentage of revenue compared to the three month prior year period. The increase during the six month period2026 was also attributable to a multiemployer pension plan withdrawal charge ($5.6$4.8 million).

•Other direct costs grew by $163.2$147.3 million and $193.4$340.8 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively, driven by business growth. The increase during the three and sixnine month periods was also attributable to higher commissions ($51.3$40.7 million and $43.2$83.9 million, respectively), primarily within our Sports & Entertainment and Higher Education businesses.business. The increase during the sixnine month period was also attributable to a non-cash charge for the impairment of certain assets related to a business held-for-sale ($6.1 million) that was partially offset by the absence of a prior-year charge related to contingent consideration liabilities from acquisition earn-outs ($11.1 million).

Depreciation and amortization expenses increased by $15.1$14.3 million and $27.8$42.1 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase during the three and sixnine month periods of fiscal 2026 was driven by a higher depreciation expense on property and equipment ($11.4$8.2 million and $21.5$29.7 million, respectively) and higher amortization expense, primarily from acquisition related intangible assets ($3.7$6.1 million and $6.3$12.4 million, respectively).

Selling and general corporate expenses increased by $6.1$12.9 million and $8.4$21.3 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase was primarily driven by higher share-based compensation expenseexpense, comparedincentive expenses related to the priorannual yearbonus periods.and selling costs to support business expansion.

Operating income increased by $45.6$33.0 million and $45.9$78.9 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively, as a result of the aforementioned changes. The increasedreduced number of operational service days from the calendar shift related to the fifty-third week in fiscal 2025 positivelynegatively impacted the secondthree quarterand nine month periods of fiscal 2026 operating income by an estimated $25$20 million.

Interest Expense, net, decreased by $7.5$6.5 million and $1.3$7.9 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively. The decrease during the three and sixnine month periods was due to repayments on term loan balances and lower interest rates, partially offset by recently executed interest rate swaps with higher fixed rates replacing maturing swaps that were entered into during a lower interest rate environment. The decrease during the nine month period was also due to the prior year impact of refinancing term loan and senior note balances, higher interest rates on the euro denominated Senior Notes, the prior year payment of $5.8 million of transaction costs related to the refinancing of the United States dollar denominated Term B-8 Loans due 2030 (the “U.S. Term B-8 Loans due 2030”), and the prior year $2.5 million non-cash loss for the write-off of unamortized deferred financing costs and discount on the United States dollar denominated Term B-4 Loans due 2027 (the “U.S. Term B-4 Loans due 2027”) and 5.000% Senior Notes due April 2025 Notes (the “5.000% 2025 Notes”) and lower interest expense resulting from the refinancing of term loan and senior note balances and repayments on term loan balances. The decrease during both the three and six month periods was partially offset by recently executed interest rate swaps with higher fixed rates replacing maturing swaps that were entered into during a lower interest rate environment and higher interest rates, in particular on the euro denominated Senior Notes.. The decrease during the sixnine month period was partially offset by athe payment of $0.7 million of transaction costs and a $0.4 million non-cash loss for the write-off of unamortized deferred financing costs and discount, both relating to the repricing of the United States dollar denominated Term B-10 Loans due 2030.

The Provision for Income Taxes for the three and sixnine month periods of fiscal 2026 was recorded at an effective tax rate of 25.7%27.9% and 27.3%,27.5%, respectively, resulting in an increase of $13.0$13.7 million and $16.3$29.9 million, respectively, compared to the prior year periods. The Provision for Income Taxes for the three and sixnine month periods of fiscal 2025 was recorded at an effective tax rate of 26.6%25.2% and 25.8%,25.6%, respectively. During the sixthree and nine months ended AprilJuly 3, 2026, we recorded a valuation allowance to the “Provision for Income Taxes” on the Condensed Consolidated Statements of Income of $3.4$8.1 million and $11.5 million, respectively, against foreignglobal deferred tax credits,asset balances, as it is more likely than not a tax benefit will not be realized (see Note 6 to the condensed consolidated financial statements). We also recorded a benefit of $6.6 million from the remeasurement of certain tax reserves during the three and nine months ended July 3, 2026. During the three and nine month periods of fiscal 2025, we recorded an income tax benefit of $3.1 million for the reversal of a valuation allowance against deferred tax assets within a foreign subsidiary due to an acquisition of a business.

The following tables present segment adjusted operating results for the three and sixnine month periods of fiscal 2026 and fiscal 2025 (in millions)(1)(2):

The Facilities & Other sector had an adjusted operating income marginsmargin over ten percent in both the three and sixnine month periods of fiscal 2026 and in the prior year periods. The EducationBusiness sector& had adjusted operating income margins over ten percent in both the threeIndustry and six month periods of fiscal 2026 and the six month prior year period; the three month prior year period had a high-single digit adjusted operating income margin. The Healthcare sectorsectors had high-single digit adjusted operating income margins in both the three and sixnine month periods of fiscal 2026 and in the prior year periods. The BusinessSports, Leisure & IndustryCorrections sector had high-single digit adjusted operating income margins in both the three and six month periodsperiod of fiscal 2026; and in the prior year periodsperiod; the nine month period of fiscal 2026 and the prior year period had mid-single digit adjusted operating income margins. The Sports, Leisure & CorrectionsEducation sector had low-single digit adjusted operating income margins in both the three month period of fiscal 2026 primarily driven by the calendar shift related to the fifty-third week in fiscal 2025 and sixmid-single digit adjusted operating income margins in the prior year period; the nine month periodsperiod of fiscal 2026 and the prior year periods.period had high-single digit adjusted operating income margins.

Adjusted operating income increased by $47.3$21.8 million and $44.2$66.0 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase during the three and sixnine month periods was driven by higherrevenue basegrowth businessin volumethe Business & Industry, Sports, Leisure & Corrections and Healthcare sectors, strengthened supply chain economics fromand revenuelower growth.medical costs ($25.7 million and $24.8 million, respectively). The increase in the three month period of fiscal 2026 was alsopartially attributableoffset toby the estimated benefitimpact due to the increasedreduced number of operational service days in the three and nine month periods of fiscal 2026 compared to the prior year periods from the calendar shift related to the fifty-third week in fiscal 2025 (approximately $24 million), as well as lower medical costs ($6.9$20 million).

The following tables present segment adjusted operating results for the three and sixnine month periods of fiscal 2026 and fiscal 2025 (in millions)(1)(2):

FSS International segment revenue increased by approximately 20.8%13.2% and 19.1%17.0% during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase was primarily attributable to base business growth and net new business, driven largely by performance in the U.K., Spain, ChileGermany and GermanyCanada and the favorable impact of foreign currency translation (approximately 8.1%2.4% and 6.1%4.7% for the three and sixnine month periods, respectively).

Adjusted operating income increased by $10.7$17.6 million and $20.2$37.8 million during the three and sixnine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase was primarily attributable to higher base business volume, net new business and strengthened supply chain economics from revenue growth.

As of AprilJuly 3, 2026, we had $475.7$499.4 million of cash and cash equivalents and $961.7$914.9 million of availability under our senior secured revolving credit facility. A significant portion of our cash and cash equivalents are held in mature, liquid geographies where we have operations. As of AprilJuly 3, 2026, we had $1.1 billion of outstanding foreign currency borrowings.

Cash used in operating activities increased by $50.7$10.2 million during the sixnine month period of fiscal 2026 compared to the prior year period. The increase was primarily driven by a greater use of cash from the change in operating assets and liabilities as compared to the prior year period ($114.7$118.0 million) and higher payments made to clients on contracts ($64.5$90.4 million), partially offset by higher net income and non-cash gains and losses.

•InventoriesReceivables by $15.0$79.6 million, resulting in a higher use of cash due to increasedbase purchasesbusiness fromgrowth, net new business.business and the timing of collections.

•PrepaymentsAccrued expenses by $25.3$74.2 million, resulting in a lower use of cash primarily drivendue byto the timing of annualpayroll contractualpayments, paymentshigher accrual of employee incentive awards and lowerhigher federaldeferred income taxdriven estimatedby paymentsnew comparedbusiness, partially offset due to the priortiming yearof period.insurance payments.

Cash used in investing activities was $166.0$178.3 million lower during the sixnine month period of fiscal 2026 compared to the prior year period, primarily due to lower acquisitions of certain businesses ($156.9$168.7 million), partially offset by the acquisition of certain equity investments ($23.4 million).

During the sixnine month period of fiscal 2026, cash provided by financing activities was primarily impacted by net borrowings under both the Receivables Facility ($625.0 million) and net borrowings under the revolving credit facility ($140.4$187.2 million) and proceeds from the issuance of common stock ($43.2 million). Cash provided by financing activities more than offset the optional prepayment and repayment of long-term borrowings ($67.7$68.2 million and $19.1$30.2 million, respectively), the payment of dividends ($94.7 million), the repurchase of common stock through the share repurchase program and taxes paid by us when we withhold shares upon an employee's exercise or vesting of equity awards to cover income taxes ($53.6 million and $12.7$13.6 million, respectively), payment of dividends ($63.1 million) and the payment of contingent consideration ($33.7$35.6 million).

During the sixnine month period of fiscal 2025, cash provided by financing activities was primarily impacted by the upsizing of the U.S. Term B-8 Loans due 2030 ($1,395.0 million), net borrowings under the Receivables Facility ($586.0$570.0 million), the issuance of the euro denominated 4.375% Senior Notes due April 2033 ("4.375% 2033 Notes") ($429.7 million) and, net borrowings under the revolving credit facility ($275.9$394.7 million) and proceeds from the issuance of common stock ($36.4 million). Cash provided by financing activities more than offset the repayment of the U.S. Term B-4 Loans due 2027 ($839.3 million), the redemption of the 5.000% 2025 Notes ($551.5 million), repayment of the euro denominated 3.125% 2025 Senior Notes due April 2025 ($363.4 million), the repurchase of common stock through the share repurchase program and taxes paid by us when we withhold shares upon an employee's exercise or vesting of equity awards to cover income taxes ($109.3$140.2 million and $29.1$29.4 million, respectively) and, payment of dividends ($55.7$83.2 million) and contingent consideration obligations ($25.2 million). The ”Other financing activities” caption also includes the payment of transaction costs related to the issuance of the 4.375% 2033 Notes and the U.S. Term B-8 Loans due 2030 ($15.1 million).

The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries to: incur additional indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends; make distributions or repurchase our capital stock; make investments, loans or advances; repay or repurchase any subordinated debt, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing our subordinated debt (or any indebtedness that refinances our subordinated debt); and fundamentally change our business. The indentures governing our senior notes contain similar provisions. As of AprilJuly 3, 2026, we were in compliance with these covenants.

(2) Represents a fiscal 2025 non-cash charge for the impairment of an equity investment ($19.5 million) and a fiscal 2026 non-cash charge for the impairment of certain assets related to a business held-for-sale ($6.1 million) and a fiscal 2025 non-cash charge for the impairment of an equity investment ($19.5 million).

(4) "Other" includes adjustments to remove the impact attributable to the adoption of certain accounting standards that are made to the calculation in accordance with the Credit Agreement and indentures ($56.4$58.1 million), severance charges ($41.9$34.9 million), non-cash charges for the impairments of assets ($8.9 million), multiemployer pension plan withdrawal charge ($5.6 million), merger and integration charges ($4.9$5.7 million), multiemployer pension plan withdrawal charge, net ($4.8 million), earnings from miscellaneous investments, net of dividends ($4.6 million), legal and professional fees related to an antitrust review ($3.8 million), the impact of hyperinflation in Argentina ($4.0 million), legal charges related to an antitrust review ($3.8$3.7 million) and other miscellaneous expenses.

Our covenant requirements and actual ratios for the twelve months ended AprilJuly 3, 2026 are as follows:

Our business activities do not include the use of unconsolidated special purpose entities and there are no significant business transactions that have not been reflected in the accompanying condensed consolidated financial statements. We insure portions of our risk related to general liability, automobile liability, workers’ compensation liability claims as well as certain property damage risks through a wholly owned captive insurance subsidiary (the "Captive") as part of our approach to risk finance. The Captive is subject to the regulations within its domicile of Bermuda, including regulations established by the Bermuda Monetary Authority (the "BMA") relating to levels of liquidity and solvency as such concepts are defined by the BMA. The Captive was in compliance with these regulations as of AprilJuly 3, 2026. These regulations may have the effect of limiting our ability to access certain cash and cash equivalents held by the Captive for uses other than for the payment of our general liability, automobile liability, workers’ compensation liability, certain property damage and related Captive costs. As of AprilJuly 3, 2026 and October 3, 2025, cash and cash equivalents at the Captive were $144.0$154.0 million and $133.5 million, respectively.