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

In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could have a material adverse affecteffect on our business, financial condition and results of operations. Although the risks are organized and described separately, many of the risks are interrelated. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and financial condition.

Deterioration ofUnfavorable global macroeconomic conditions, including economic recession or slow growth or periods of higher inflation in key markets may adversely affect consumer spending and demand for our products.

Global macroeconomic conditions can be uncertain and volatile. We have in the past been, and may continue to be, adversely affected by changes in global macroeconomic conditions, including geopolitical conflicts, global trade policies, supply chain challenges (including imposed and threatened tariffs by the U.S. and reciprocal tariffs by its trading partners),challenges, inflation, consumer spending patterns, recession, rising interest rates, energy availability and costs, labor shortages, pandemics or other local or global health issues. Volatility in financial markets and deterioration of global macroeconomic conditions could impact our business and results of operations in a number of ways, including but not limited to, the following:

•higher commodity prices and other increased input costs could continue due to geopolitical conflicts, supply chain shortages or supply chain disruptions, which may not be sufficiently mitigated;

Changes in global trade policies, including imposedtariff andactions threatened tariffstaken by the U.S. and reciprocal tariffs by its trading partners, remain uncertain and could impact our financial condition or results of operations.

TheIn current2026, tariff actions taken by the U.S. presidential administration has announced a wide range of tariffs on certain ingredients, inputs and importsretaliatory frommeasures manytaken countries,by includingits Canada,trading Mexico, members of the European Union and the United Kingdom. The imposition of such tariffs havepartners resulted in increased production costs, includingsupply onchain costs and distribution costs, primarily for ingredients, packaging,packaging (such as tinplate steel used to make cans,cans), and otherimported materialsfinished usedproducts. toAlthough produceuncertainty regarding the extent and distributeduration ourof products,these andtariffs on finished products thatremains, we import. We are continuing to monitor the rapidly evolving tariff and global trade policies and are working with our suppliers to mitigate potential impacts on our business. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as recent legal challenges to the U.S.'s imposition of tariffs, negotiations between the U.S. and affected countries, the responses of other countries or regions, relief that may be granted, availability and cost of alternative sources of supply and demand for our products in affected markets. The uncertainty of the tariffs, including a potential increase in input costs and decrease in demand for our products, could heighten the other risksrisk factors and uncertainties discussed in this Item 1A, or in other reports we periodically file with the SEC, and impact our financial condition or results of operations. Furthermore, our competitors may be less exposed to tariff impacts or in a better position to mitigate the increased costs of tariffs.

During 2025,2026, we experienced some volatility in commodity and supply chain costs, including the costs of labor,raw rawmaterials, packaging materials, energy, fuel,logistics, packagingfinished materialsproducts and finishedlabor, products,driven within apart moderateby impactimpacts from tariffs and ongoing geopolitical conflicts in the fourthMiddle quarter.East. In 2026,2027, we expect more significant costinflationary pressures and volatility in various input costs to persist, primarily driven by tariffimpacts impacts.from tariffs, logistics costs and ongoing geopolitical conflicts. We plan to reduce some of these costs and impacts over time through cost savings initiatives, inventory management practices, supplier collaboration, alternative sourcing opportunities, continued supply chain productivity initiatives, surgical pricing actions where necessary and other mitigation efforts. If we cannot effectively mitigate these costs, our results could be adversely impacted.

Our ability to manufacture and/or sell our products may be impaired by damage or disruption to our manufacturing, warehousing or distribution capabilities, or to the capabilities of our suppliers, contract manufacturers, logistics service providers or independent distributors. This damage or disruption could result from execution issues, as well as factors that are hard to predict or beyond our control such as changing trade policies, geopolitical conflicts, product or raw material scarcity, disruptions in logistics, supplier capacity constraints, increased temperatures due to climate change, water stress, extreme weather events, natural disasters, fire, terrorism, pandemics or other local or global health issues, strikes, labor shortages, cybersecurity breaches, government shutdowns or other events. Commodity prices continue to be volatile. Production of the agricultural commodities used in our business may also be adversely affected by drought and excessive rain, temperature extremes and other adverse weather events, water scarcity, scarcity of suitable agricultural land, scarcity of organic ingredients, crop size, cattle cycles, herd and flock disease, crop disease and crop pests. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, may adversely affect our business or financial results, particularly in circumstances when a product is sourced from a single supplier or location or produced at a single location. For example, the substantial majority of our Rao’s tomato-based sauce products are produced by a third-party contract manufacturer at a single facility in Italy and the remainder of our Rao’s tomato-based sauce products are produced at a single facility in the U.S. If a dispute arises with such contract manufacturer, or if the contract manufacturer experiences financial, operational or other issues, we may be required to make alternative arrangements to produce Rao’s tomato-based sauce products, such as assuming manufacturing operations on our own or finding one or more alternative contract manufacturing arrangements, which could be costly or time-consuming. In addition, disputes with significant suppliers, contract manufacturers, logistics service providers or independent distributors, including disputes regarding pricing, performance or production, may also adversely affect our ability to manufacture and/or sell our products, as well as our business or financial results.

We consider our intellectual property rights, particularly our trademarks, to be a significant and valuable aspect of our business. We protect our intellectual property rights through a combination of trademark, patent, copyright and trade secret protection, contractual agreements and policing of third-party misuses of our intellectual property in traditional retail and digital environments. Our failure to obtain or adequately protect our intellectual property, including in response to developing artificial intelligence (AI) technologies, or any change in law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results.

We have a number of iconic brands with significant value. Maintaining and continually enhancing the value of these brands is critical to the success of our business. Brand value is primarily based on consumer perceptions. Success in promoting and enhancing brand value depends in large part on our ability to provide high-quality products. Brand value could diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products, packaging, waste management, ingredients, or our environmental, social, human capital or governance practices, our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences, consumer trends emphasizing health and wellness, concerns or perceptions regarding ingredients and processed foods, or the products becoming unavailable to consumers.consumers (including as a result of changes in funding for benefits programs or restrictions on the inclusion of products in such programs, such as the Supplemental Nutrition Assistance Program (SNAP)). The growing use of social and digital media by consumers increases the speed and extent that information and opinions can be shared. Negative posts or comments about us, our brands, products or packaging on social or digital mediamedia, including AI-generated content, could seriously damage our brands and reputation. In addition, wean increase in data analytics, automation, AI-generated content across digital platforms, and AI shopping agents is changing how consumers discover and engage with our brands and products. We might fail to appropriately target our marketing efforts, anticipate consumer preferences, or invest sufficiently in maintaining our brand image. If we do not maintain the favorable perception of our brands, our results could be adversely impacted.

Our information technology systems are critically important to our operations. We rely on our information technology systems (some of which are outsourced to third parties) to manage our data, communications and business processes, including our marketing, sales, manufacturing, procurement, supply chain, customer service, accounting and administrative functions and the importance of such networks and systems has increased due to an increase in our employees working remotely. If we do not obtain and effectively manage the resources and materials necessary to build, sustain and protect appropriate information technology systems, our business or financial results could be adversely impacted. Furthermore, our information technology systems, and the third-party information systems on which we rely, are subject to attack or other security breaches (including the access to or acquisition of customer, consumer, employee or other confidential information), service disruptions or other system failures. If we are unable to prevent or adequately respond to and resolve these disruptions, failures or breaches, our operations may be impacted, and we may suffer other adverse consequences such as reputational damage, litigation, remediation costs, ransomware payments and/or penalties under various data protection laws and regulations.

New and emerging technologies, including artificialAI intelligence,and future advances in computing capabilities, that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks. Our initiatives to continue to modernize our operations, increase data digitalization and improve our production facilities may increase potential exposure to cybersecurity risks and increase the complexity of our cybersecurity program. In addition, the rapid evolution and increased adoption of artificial intelligenceAI technologies may intensify our cybersecurity risks. We may incur increased costs in protecting against or remediating cyberattacks or other cyber incidents. As cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on the terms we view as appropriate and favorable for our operations.

To address the risks to our information technology systems and the associated costs, we maintain an information security program that includes updatingadministrative, physical and technical controls and safeguards. These controls and safeguards include technology and security policies, cybersecurity insurance, employee awareness training and monitoringmonitoring, a third-party risk management program, and routine testing of our information technology systems. We believe that these preventative and detective actions provide adequate measures of protection against security breaches, generally reduce our cybersecurity risks and enhance our ability to prevent, detect and respond to disruptive events. Our information security program includes capabilities designed to evaluate and mitigate cyber risks arising from third-party service providers. Additionally, we evaluate our major technology suppliers and outsourced service providers against accepted security certifications and standards. We believe that these capabilities provide insights and visibility to the security posture of our third-party service providers; however, cyber threats to those organizations are beyond our control. If these service providers do not perform effectively due to breach or system failure, we may not be able to achieve the expected benefits, and our business may be disrupted.

Consumer preferences for food and beverage products are continually evolving. Our ability to compete also depends upon our ability to predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to those preferences. There are inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance. If we do not succeed in offering products that consumers want to buy, our sales and market share will decrease, resulting in reduced profitability. It may be difficult to predict which shifts in consumer preferences are short-term or long-term trends. For instance, consumer behaviors may continue to shift over time in response to certain health and wellness trends, including the use of weight-management medications. If we are unable to accurately predict which shifts in consumer preferences will be long-lasting, or are unable to introduce new and improved products to satisfy those preferences, our sales will decline. Weak economic conditions, recessions, significant inflation, government regulation (including in the health and wellness space) and other factors, such as pandemics, could affect consumer preferences and demand. In addition, given the variety of backgrounds and identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences. As such, we must be successful in developing innovative products across a multitude of product categories. We must also be able to respond successfully to technological advances (including artificial intelligenceAI and machine learning, which may become critical in interpreting or shaping consumer preferences in the future) and intellectual property rights of our competitors, and failure to do so could compromise our competitive position and negatively impact our product sales. Finally, if we fail to rapidly develop products in faster-growing and more profitable categories, we could experience reduced demand for our products, or fail to expand margins.

In 2025,2026, our five largest customers accounted for approximately 47%48% of our consolidated net sales, with the largest customer, Wal-Mart Stores,Walmart Inc. and its affiliates, accounting for approximately 21%22% of our consolidated net sales. There can be no assurance that our largest customers will continue to purchase our products in the same mix or quantities, or on the same terms as in the past. Disruption of sales to any of these customers, or to any of our other large customers, for an extended period of time could adversely affect our business or financial results.

As of August 3,2, 2025,2026, we had goodwill of $4.991$5.321 billion and other indefinite-lived intangible assets of $3.678$3.561 billion. Goodwill and indefinite-lived intangible assets are initially recorded at fair value and not amortized, but are tested for impairment at least annually in the fourth quarter or more frequently if impairment indicators arise. We test goodwill at the reporting unit level by comparing the carrying value of the net assets of the reporting unit, including goodwill, to the unit's fair value. Similarly, we test indefinite-lived intangible assets by comparing the fair value of the assets to their carrying values. Fair value for both goodwill and other indefinite-lived intangible assets is determined based on discounted cash flow analyses. If the carrying values of the reporting unit or indefinite-lived intangible assets exceed their fair value, the goodwill or indefinite-lived intangible assets are considered impaired. Factors that could result in an impairment include the impact of tariffs and a change in revenue growth rates, operating margins, weighted average cost of capital, future economic and market conditionsconditions, including from the potential impact of tariffs, shifting global trade policies and geopolitical conflicts, or assumed royalty rates. See “Critical Accounting Estimates” and Note 67 to the Consolidated Financial Statements for information on impairment charges recognized in 20242024, 2025 and 2025.2026. If current expectations for growth rates for sales and profits are not met, or other market factors and macroeconomic conditions were to change, we may be required in the future to record impairment of the carrying value of goodwill or other indefinite-lived intangible assets, which could adversely affect our financial results and net worth.

Customer and consumer demand for our products may be impacted by weak economic conditions, recession, equity market volatility or other negative economic factors in the U.S. or other nations. For instanceinstance, in 2025,2026, the U.S. experienced elevated inflationary pressures.pressures, driven primarily by the impacts from tariffs and ongoing geopolitical conflicts. In 2026,2027, we may continue to experience elevated inflationary pressures and may not be able to fully mitigate the impact of inflation through continued price increases, productivity initiatives and cost savings, which could have a material adverse effect on our financial results. In addition, if the U.S. economy enters a recession in 2026,2027, we may experience sales declines and may have to decrease prices, all of which could have a material adverse impact on our financial results.

As of August 3,2, 2025,2026, we maintainedhad approximately $6.857$7.137 billion of indebtedness, and this level of indebtedness may have important consequences to our business, including but not limited to:

In addition, we regularly access the commercial paper markets for working capital needs and other general corporate purposes. Disruptions in the commercial paper market or other effects of volatile economic conditions on the financial markets may also reduce the amount of commercial paper that we can issue and raise our borrowing costs for both short- and long-term debt offerings. There can be no assurance that we will have access to the financial markets on terms we find acceptable. Limitations on our ability to access the financial markets, a reduction in our liquidity or an increase in our borrowing costs may adversely affect our business and financial results. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information regarding our indebtedness.

LegalLegal, Regulatory and RegulatorySustainability Risks

We are a party to a variety of legal and regulatory proceedings and claims arising out of the normal course of business. See Note 1819 to the Consolidated Financial Statements for information regarding certain legal proceedings. Since these actions are inherently uncertain, there is no guarantee that we will be successful in defending ourselves against such proceedings or claims, or that our assessment of the materiality or immateriality of these matters, including any reserves taken in connection with such matters, will be consistent with the ultimate outcome of such proceedings or claims. The manufacture and marketing of food products has come under increased scrutiny in recent years, and the food industry has been subject to changes in laws and regulations at the state and federal levels and an increasing number of proceedings and claims relating to alleged false or deceptive marketing under federal, state and foreign laws or regulations. In light of recent actions by the United States Department of Health and Human Services, FDA and states, we anticipate continued legislativelegislative, regulatory and regulatorypolicy developments with respect to food ingredients (including but not limited to whether products contain ingredients such as Food, Drug, and Cosmetic Act (FD&C) colors, bioengineered ingredients, or ingredients Generally Recognized as Safe (GRAS)), labeling (including but not limited to potential front of pack labeling) and packaging at the state and federal levels, along with related changes in consumer expectations and behavior. InHeightened Aprilscrutiny 2025,of the"ultra-processed" FDAfoods, calledincluding onpolicy industryproposals to phase out all “petroleum-based synthetic dyes” from the nation’s food supply, andoutlined in Mayreports 2025,by the Make America Healthy Again (MAHA) Commission publishedas anwell assessmentas reportstate discussinglegislative factorsactivity, contributingcould toresult chronicin childhoodnew diseasedefinitions, includinglabeling diet,requirements, environmentalmarketing exposure,restrictions, lackor reformulation mandates that increase our compliance costs or adversely affect consumer demand for certain of physicalour activityproducts. and healthcare. The MAHA Commission transmitted its strategy report, setting forth certain recommendations for addressing chronic childhood disease, to the President in August 2025 and publicly released it in September 2025. While the effects of all of these proposals remain uncertain at this time, weWe are continuing to monitor changes to laws and regulations that affect the food industry and evaluate their impact on our business, financial condition and results of operations.

The manufacture and marketing of food products is extensively regulated. Various laws and regulations govern the processing, ingredients (including but not limited to FD&C colors), packaging (including but not limited to potential impacts of EPR regulations and laws), waste management, storage, distribution, marketing, advertising, labeling, import/export requirements, quality and safety of our food products, privacy, data security, machine learning and AI as well as the health and safety of our employees and the protection of the environment. In the U.S., we are subject to regulation by various federal government agencies, including but not limited to the FDA, the Department of Agriculture, the Federal Trade Commission, the Department of Labor, the Department of Commerce, the Occupational Safety and Health Administration and the Environmental Protection Agency, as well as various state and local agencies. We are also regulated by similar agencies outside the U.S. See Note 1819 to the Consolidated Financial Statements for additional information regarding regulatory matters.

Governmental and administrative bodies within the U.S. have made a variety of tax, trade and other regulatory reforms. Trade reforms include tariffs on certain materials used in the manufacture of our products and tariffs on certain finished products. For a discussion of certain risks and uncertainties of tariff impacts on our financial condition or results of operations, see Item 1A -1A. Business and Operational Risks - Changes in global trade policies, including imposedtariff andactions threatened tariffstaken by the U.S. and reciprocal tariffs by its trading partners, remain uncertain and could impact our financial condition or results of operations.

Changes in legal or regulatory requirements (such as but not limited to new food safety requirements and revised regulatory requirements for the labeling of nutrition facts, serving sizes and genetically modified ingredients or new EPR regulations and laws), evolving interpretations of existing legal or regulatory requirements, or ana increasedrapidly focuschanging landscape regarding environmental policies relating to climate change, climate reporting, regulating greenhouse gas emissions, energy policies and sustainability, may result in increased compliance cost, capital expenditures and other financial obligations that could adversely affect our business and financial results.

ThereMany isscientists growing concernbelieve that carbon dioxide and other greenhouse gases in the atmosphere mayare havehaving an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as wheat, tomatoes, potatoes, beef, cocoa and olive oil. Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost of storing and transporting our raw materials, or disrupt production schedules. We may also be subjected to decreased availability or less favorable pricing for water as a result of such change, which could impact our manufacturing and distribution operations. In addition, natural disasters and extreme weather conditions may disrupt the productivity of our facilities or the operation of our supply chain.

There is an increased focus byCertain regulatory and legislative bodies regardingmay continue to focus on environmental policies relating to climate change, climate reporting, regulating greenhouse gas emissions (including carbon pricing regulations, cap and trade systems or a carbon tax), energy policies and sustainability.sustainability, while the landscape regarding such policies continues to rapidly change. Increased compliance costs and expenses due to the impacts of climate change and additional legal or regulatory requirements regarding climate change that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment may cause disruptions in, or an increase in the costs associated with, the running of our manufacturing facilities and our business, as well as increase distribution and supply chain costs. Moreover, compliance with any such legal or regulatory requirements may require us to make significant changes in our business operations and strategy, which will likely require us to devote substantial time and attention to these matters and cause us to incur additional costs. Even if we make changes to align ourselves with such legal or regulatory requirements, we may still be subject to significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with our practices. The physical effects and transitional costs of climate change and legal, regulatory or market initiatives to address climate change could have a long-term adverse impact on our business, financial condition and results of operations.

From time to time we establish and publicly announce sustainability goals and commitments, including reducing our impact on the environmentenvironment, strengthening local communities, and relating to animal welfare. For example, we established science-based targets for Scope 1, 2 and 3 greenhouse gas emissions. Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology and its market availability, the availability of requisite financing, the availability of suppliers and products that can meet our sustainability and other standards, and changing business dynamics including acquisitions. Furthermore, standards for tracking and reporting such matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. Methodologies for reporting these data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations (including from acquisitions and divestitures), and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. If we fail to achieve, or are perceived to have failed to achieve or have been delayed in achieving, or improperly report our progress toward achieving these goals and commitments, it could negatively affect consumer or customer preference for our products or investor confidence in our stock, as well as expose us to enforcement actions and litigation.

In 2025,2026, we continued to advance our key strategic initiatives in a dynamic operating environment marked by shifting global trade policies, commodity cost fluctuations, increased regulatory activity, consumer behavior shifts, commodity cost fluctuationsshifts and other global macroeconomic challenges. During 2025,2026, we experienced elevatedincreased costvolatility inflationin commodity and other supply chain costs, which were mostlypartially offset by improvements in our supply chain productivity and benefits from our cost savings initiatives. In 2026,2027, we expect more significant costinflationary pressures and volatility in various input costs to persist, primarily driven by tariffimpacts impacts.from tariffs, logistics costs and ongoing geopolitical conflicts. We plan to continue to reduce some of these costs and impacts over time through cost savings initiatives, inventory management practices, supplier collaboration, alternative sourcing opportunities, continued supply chain productivity initiatives, surgical pricing actions where necessary and other mitigation efforts. We will continue to evaluate the dynamic macroeconomic environment toand take actionactions to mitigate the impact on our business, financial condition and results of operations.

Our industry continues to navigate a dynamicchallenging operating and regulatory environment driven by evolving consumer purchasing and spending patterns and shifting retail dynamics with non-traditional commercial channels increasing in importance against a backdrop of commodity cost volatility, supply chain pressures, tariffs and shifting global trade policies and tariffs, competitive pressures and other economic uncertainties, as well as evolving consumer purchasing and spending patterns.uncertainties.

Our strategy is designed, in part, to capture growing consumer preferences for value and convenience. We expect consumers to continue to seek at-home cooking solutions and stretchable meals. We also believe that consumers are making more intentional decisions in snacking, in terms of health and wellnesswellness, flavor exploration and seeking indulgences.premium products.

We expect retail dynamics to continue to evolve, as consumers turn to non-traditional grocery channels, including club stores, instant delivery and e-commerce channels to purchase our products. Retailers continue to use their buying power and negotiating strength to seek increased promotional programs funded by their suppliers and more favorable terms, including supplier-funded customized products. Any consolidations among retailers would continue to create large and sophisticated customers that may further this trend. Retailers also continue to grow and promote private label brands that compete with branded products, especially on price.

In addition, in light of recent actions by the United States Department of Health and Human Services, Food and Drug Administration (FDA) and states, we anticipate continued legislativelegislative, regulatory and regulatorypolicy developments with respect to food ingredients, labeling and packaging at the state and federal levels, along with related changes in consumer expectations and behavior. InHeightened Aprilscrutiny 2025,of “ultra-processed” foods, including policy proposals outlined in reports by the FDAMake calledAmerica onHealthy industryAgain to(MAHA) phaseCommission outas allwell “petroleum-basedas syntheticstate dyes”legislative fromactivity, thecould nation’s food supply, andresult in Maynew 2025,definitions, thelabeling MAHArequirements, Commissionmarketing publishedrestrictions, anor assessmentreformulation reportmandates discussingthat factorsincrease contributingour tocompliance chroniccosts childhoodor diseaseadversely includingaffect diet,consumer environmentaldemand exposure,for lackcertain of physicalour activity and healthcare. The MAHA Commission transmitted its strategy report, setting forth certain recommendations for addressing chronic childhood disease, to the President in August 2025 and publicly released it in September 2025.products. While the effects of all of these proposalsdevelopments remain uncertain at this time,uncertain, we are continuing to monitor changes to laws and regulations that affect the food industry and evaluate their impact on our business, financial condition and results of operations.

In 2026,2027, we expect significant costinflationary pressures and volatility in various input costs to persist, primarily driven by tariff impacts thatfrom tariffs, logistics costs and ongoing geopolitical conflicts, which could negatively impact our business, financial condition and results of operations. We will continue to evaluate the dynamic macroeconomic environment toand take actionactions to mitigate such impacts.

On MayFebruary 30,24, 2023,2025, we completed the sale of our Emeraldnoosa nutsyoghurt business. On August 26, 2024, we completed the sale of our Pop Secret popcorn business. On February 24, 2025, we completed the sale of our noosa yoghurt business. For additional information on the divestitures, see Note 4 to the Consolidated Financial Statements.

•Net sales increaseddecreased 6%5% in 20252026 to $10.253$9.744 billion primarily due to anunfavorable 8-point benefit from the acquisition of Sovos Brands andvolume/mix, a 2-point benefitimpact from the 53rd week,week in 2025 and the impact of the divestitures, partially offset by the impact of divestitures, unfavorable volume/mix and lowerfavorable net price realization.

•Gross profit, as a percent of sales, decreased to 30.4%28.1% in 20252026 from 30.8%30.4% a year ago. The decrease was primarily due to higherthe impact of cost inflation and other supply chain costs and unfavorablethe netgross priceimpact realization,of tariffs, partially offset by the benefits from supply chain productivity improvements.

•EarningsNet earnings per share attributable to The Campbell's Company common shareholders - Diluted were $2.01$1.31 in 2025,2026, compared to $1.89$2.01 a year ago. The current year included expenses of $.97$.86 per share and the prior year included expenses of $1.19$.97 per share from items impacting comparability as discussed below.

Net Earnings attributable to The Campbell's Company common shareholders - 2025Diluted - 2026 Compared with 20242025

The following items impacted the comparability of net earnings and net earnings per share attributable to The Campbell's Company common shareholders - Diluted:

•We implemented several cost savings initiatives in recent years. In 2026, we recorded Restructuring charges of $67 million and implementation costs and other related costs of $39 million in Cost of products sold, $38 million in Other expenses / (income), $29 million in Administrative expenses, $4 million in Marketing and selling expenses and $4 million in Research and development expenses related to these initiatives. In 2025, we recorded Restructuring charges of $24 million and implementation costs and other related costs of $41 million in Administrative expenses, $32 million in Cost of products sold, $4 million in Marketing and selling expenses and $3 million in Research and development expenses related to these initiatives. In 2024, we recorded Restructuring charges of $17 million and implementation costs and other related costs of $54 million in Administrative expenses, $26 million in Cost of products sold, $4 million in Marketing and selling expenses and $3 million in Research and development expenses related to these initiatives.

In the second quarter of 2024, we began implementation of an optimization initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network. In 2026, we recognized $21 million in Marketing and selling expenses related to this initiative. In 2025, we recognized $20 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative. In 2024, we recognized $5 million in Marketing and selling expenses related to this initiative.

•In 2025,2026, we recordedrecognized acceleratedactuarial amortizationand expensecurtailment gains on our pension and postretirement plans in Other expenses / (income) of $20$23 million ($15$18 million after tax, or $.05$.06 per share) related to customer relationship intangible assets due to the loss of certain contract manufacturing customers, which began in the fourth quarter of 2023.. In 2024,2025, we recordedrecognized acceleratedactuarial amortization expenselosses in Other expenses / (income) of $27$24 million ($20$18 million after tax, or $.07$.06 per share);

•In the thirdfourth quarter of 2025,2026, we performed an interimrecognized impairment assessmentcharges of $60 million on the Snyder'sKettle ofBrand Hanovertrademark and $57 million on the Cape Cod trademark within the Snacks segment andfor recognizeda antotal impairmentaggregate chargeimpact of $150$117 million ($112$88 million after tax, or $.37$.29 per share) on the trademark..

•In the fourth quarter of 2024, we recognized an impairment charge of $53 million on our Allied brands trademarks.

•In 2025 and 2024, we recorded litigationaccelerated amortization expense in Other expenses in/ Administrative expenses(income) of $5$27 million ($5$20 million after tax, or $.02$.07 per share) related to customer relationship intangible assets due to the Plumloss babyof foodcertain andcontracting snacksmanufacturing business (Plum),customers, which wasbegan divestedin onthe Mayfourth 3,quarter 2021,of 2023; and certain other litigation matters;

Net earnings attributable to The Campbell's Company common shareholders - Diluted were $602 million ($2.01 per share) in 2025, compared to $567 million ($1.89 per share) in 2024. After adjusting for items impacting comparability, earnings decreased primarily due to higher interest expense and higher marketing and selling expenses, partially offset by an increase in gross profit and a lower effective tax rate. The additional week contributed approximately $.06 per share to earnings in 2025. The estimated impact of tariffs was approximately $.02 per share in 2025.

On December 8, 2025, we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina di San Marzano di Antonio Romano S.p.A. (La Regina SPA) and La Regina Atlantica, LLC (La Regina Atlantica, and together with La Regina SPA, La Regina). La Regina currently produces all of our Rao’s tomato-based pasta sauces. The aggregate consideration for the transaction is $286 million to be paid in two tranches. Subsequent to the end of the third quarter, we acquired the 49% interests in La Regina on May 4, 2026 for $146 million in cash. The remaining 51% of the outstanding equity interests of La Regina are subject to a call option granted to us and a put option granted to La Regina. The transaction is subject to certain customary closing conditions. For additional information on this pending transaction, see our Form 8-K filed with the U.S. Securities and Exchange Commission on December 9, 2025, and Note 3 to the Consolidated Financial Statements.

Our industry continues to navigate a dynamic operating and regulatory environment driven by commodity cost volatility, supply chain pressures, tariffs and shifting global trade policies, evolving consumer purchasing and spending patterns and other economic uncertainties. ThroughOn a year-to-date basis, through the secondthird quarter, we have experienced elevated input cost inflation, impacts from tariffs and other supply chain costs. We expect elevated inflationary pressures to persist through the remainder of 2026 and anticipate the need to benefit from continued supply chain productivity, benefits from cost savings initiatives and tariff mitigation efforts to offset some of these costs, and we expect inflationary pressures to moderate throughout 2026.costs. We expect consumer trends to continue to evolve and our volumes to improve over time; however, shifting consumer behaviorsbehaviors, economic pressures, and the challenges of persistent inflation may continue to negatively impact our volumes throughout 2026. On February 28, 2026, a military conflict commenced in the Middle East involving the United States, Israel and Iran. Although we have no operations in the Middle East, the ongoing geopolitical conflicts in that region, including between Iran and the regionUnited couldStates, leadhave tocaused significant disruption ofto energy supplies and increases in global energy prices, which couldhas heightenheightened inflationary pressures, disruptdisrupted global supply chains and adversely impactimpacted consumer spending patterns. WeAs the situation is rapidly changing, we will continue to evaluate the evolving macroeconomic environment and take actions to mitigate the impact on our business, consolidated results of operations and financial condition.

•Net sales decreased 5%4% in the quarter to $2.564$2.366 billion primarily due to unfavorable volume/mix and the impact of divestiturethe withnoosa neutraldivestiture, partially offset by favorable net price realization. Net sales were impacted by an approximate 1% headwind as a result of storm-related shipment delays in January.

•Gross profit, as a percent of sales, was 28.0%27.5% in 2026 compared to 30.5%29.4% in the prior-year quarter. The decrease was primarily due to the gross impact of tariffs and the impact of cost inflation and other supply chain costs, the gross impact of tariffs and unfavorable volume/mix, partially offset by benefits from supply chain productivity improvements and favorable net price realization.

•We implemented several cost savings initiatives in recent years. In the secondthird quarter of 2026, we recorded Restructuring charges of $3$9 million and implementation costs and other related costs of $9$38 million in Other expenses / (income), $12 million in Cost of products sold, $7 million in Administrative expenses, $2 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives. In the second quarter of 2025, we recorded Restructuring charges of $5 million and implementation costs and other related costs of $10 million in Cost of products sold, $8$6 million in Administrative expenses, $1 million in Marketing and selling expenses and $1 million in Research and development expenses related to these initiatives. Year-to-dateIn inthe 2026,third quarter of 2025, we recorded Restructuring charges of $6 million and implementation costs and other related costs of $16$7 million in Cost of products sold, $15$7 million in Administrative expenses, $2and $1 million in Research and development expenses related to these initiatives. Year-to-date in 2026, we recorded Restructuring charges of $15 million and implementation costs and other related costs of $38 million in Other expenses / (income), $28 million in Cost of products sold, $21 million in Administrative expenses, $3 million in Marketing and selling expenses and $1$2 million in Research and development expenses related to these initiatives. Year-to-date in 2025, we recorded Restructuring charges of $11$17 million and implementation costs and other related costs of $19$26 million in Administrative expenses, $18$25 million in Cost of products sold, $3 million in Research and development expenses and $2 million in Marketing and selling expenses and $2 million in Research and development expenses related to these initiatives.

In the second quarter of 2024, we began implementation of an optimization initiative to improve the effectiveness of our Snacks direct-store-delivery route-to-market network. In the secondthird quarter of 2026, we recognized $2 million in Marketing and selling expenses related to this initiative. In the third quarter of 2025, we recognized $9 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative. Year-to-date in 2026, we recognized $18$20 million in Marketing and selling expenses related to this initiative. Year-to-date in 2025, we recognized $8$17 million in Marketing and selling expenses and $1 million in Administrative expenses related to this initiative.

In the secondthird quarter of 2026, the total aggregate impact related to the cost savings and optimization initiatives was $24$69 million ($18$52 million after tax, or $.06$.17 per share). In the secondthird quarter of 2025, the total aggregate impact related to the cost savings and optimization initiatives was $25$31 million ($19$24 million after tax, or $.06$.08 per share). Year-to-date in 2026, the total aggregate impact related to the cost savings and optimization initiatives was $58$127 million ($44$96 million after tax, or $.15$.32 per share). Year-to-date in 2025, the total aggregate impact related to the cost savings and optimization initiatives was $60$91 million ($46$70 million after tax, or $.15$.23 per share). See Note 8 to the Consolidated Financial Statements and "Restructuring Charges, Cost Savings Initiatives and Other Optimization Initiatives" for additional information;

•In the secondthird quarter of 2026, we recognized gains in Cost of products sold of $16$6 million ($12$5 million after tax, or $.04$.02 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges. In the secondthird quarter of 2025, we recognized gainslosses in Cost of products sold of $14$10 million ($10$7 million after tax, or $.03$.02 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges. Year-to-date in 2026, we recognized gains in Cost of products sold of $14$20 million ($10$15 million after tax, or $.03$.05 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges. Year-to-date in 2025, we recognized gains in Cost of products sold of $18$8 million ($13$6 million after tax, or $.04$.02 per share) associated with unrealized mark-to-market adjustments on outstanding undesignated commodity hedges;

•In the secondthird quarter of 2026, we enteredrecognized intoactuarial purchaseand agreementscurtailment gains in Other expenses / (income) of $30 million ($23 million after tax, or $.08 per share). The actuarial and curtailment gains were related to acquireinterim 49%remeasurements of thecertain issuedpension plans due to plan amendments and outstandingactivity equityunder interestsour ofcost Lasavings Regina. The acquisition is subject to certain customary conditions.initiatives. Year-to-date in 2026,2025, we recognized costsan associatedactuarial with the pending acquisitionloss in Other expenses / (income) of $2 million ($2$1 million after tax,tax) orrelated $.01to peran share)interim remeasurement of our postretirement plan due to a plan amendment;

•In the secondthird quarter of 2025, wethe company performed an interim impairment assessment on certainthe saltySnyder's snacksof andHanover cookie trademarkstrademark within ourthe Snacks segment, including Tom's, Jays, Kruncher's, O-Ke-Doke, Stella D'oro and Archway, collectively referred to as our "Allied brands,"segment and recognized an impairment charge of $15$150 million ($112 million after tax, or $.37 per share) on the trademarks.trademark.

InYear-to-date the second quarter ofin 2025, the total aggregate impact of the impairment charges was $26$176 million ($19$131 million after tax, or $.06$.44 per share).

•In the third quarter of 2025, we completed the sale of our noosa yoghurt business. In the second quarter of 2025, we recorded $15 million ($.05 per share) of deferred tax expense related to the sale. Year-to-date in 2025, we recorded an after-tax loss of $15 million ($.05 per share) on the sale of the noosa yoghurt business, which was completed on February 24, 2025.business. In the first quarter of 2025, we recorded a loss in Other expenses / (income) of $25 million ($19 million after tax, or $.06 per share) on the sale of our Pop Secret popcorn business. Year-to-date in 2025, the total aggregate impact of charges associated with divestitures was $25 million ($34 million after tax, or $.11 per share); and

•In the secondthird quarter of 2025, we recorded accelerated amortization expense in Other expenses / (income) of $7$6 million ($5 million after tax, or $.02 per share) related to customer relationship intangible assets due to the loss of certain contract manufacturing customers, which began in the fourth quarter of 2023. Year-to-date in 2025, we recorded accelerated amortization expense in Other expenses / (income) of $14$20 million ($10$15 million after tax, or $.03$.05 per share); and.

______________________________________ (1) Sum of the individual amounts may not add due to rounding.

Net earnings attributable to The Campbell's Company were $145$124 million ($.48$.41 per share) in the current quarter, compared to $173$66 million ($.58$.22 per share) in the year-ago quarter. After adjusting for items impacting comparability, earnings decreased primarily due to lower gross profit, partially offset by lower marketing and selling expenses and lower administrative expenses.profit. The estimated net impact of tariffs was approximately $.06$.07 per share in the current quarter. The estimated net impact of January storm-related shipment delays and incremental supply chain costs was approximately $.04 per share in the current quarter. The negative impact from the divestiture was approximately $.01 per share in the current quarter.

Net earnings attributable to The Campbell's Company were $339$463 million ($1.13$1.55 per share) in the six-monthnine-month period this year, compared to $391$457 million ($1.30$1.52 per share) in the year-ago period. After adjusting for items impacting comparability, earnings decreased primarily due to lower gross profit, partially offset by lower administrative expenses and lower marketing and selling expenses. The estimated net impact of tariffs was approximately $.10$.17 per share in the current period. The estimated net impact of January storm-related shipment delays and incremental supply chain costs was approximately $.04 per share in the current period.year. The negative impact from divestitures was approximately $.02 per share in the current period.year.

SECOND-QUARTERTHIRD-QUARTER DISCUSSION AND ANALYSIS

In Meals & Beverages, sales decreased 4%. Excluding the impact from the divestiture of the noosa yoghurt business, sales decreased primarily due to declines in U.S. soup, Prego pasta sauces, foodserviceRao's and V8 beverages,Canada, partially offset by gains in Rao's.Prego pasta sauces. Sales of Rao's decreased due primarily to the timing of shipments related to the implementation of our existing SAP enterprise-resource planning system for Sovos Brands, Inc. (Sovos Brands) in the prior year. Unfavorable volume/mix was partially offset by favorable net price realization. Sales were impacted by an approximate 1% headwind asfrom athe resultnet impact of the Sovos Brands SAP implementation in the prior year and the storm-related shipment delays in January.January this year. Sales of U.S. soup decreased 4%8% withdriven decreasesprimarily inby condensed soups,and ready-to-serve soups and broth.soups.

In Snacks, sales decreased 6% primarily4% due to declines in chips andcrackers, pretzels, fresh bakery related to supply constraints, and third-party partner brands and contract manufacturing.manufacturing, chips and fresh bakery. Sales were impacted by volume/mix declines, withpartially neutraloffset by favorable net price realization.

(1)Includes an estimated negative margin impact of 230310 basis points from the gross impact of tariffs, partially offset by a positive margin impact of 70 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges and an estimated positive margin impact of 30 basis points from the benefit of cost savings initiatives and a positive margin impact of 10 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges.initiatives.

Marketing and selling expenses as a percent of sales were 9.8%9.0% in 2026 compared to 9.5%8.7% in 2025. Marketing and selling expenses decreased 2%1% in 2026 from 2025. The decrease was primarily due to lower selling expenses (approximately 2 points) and increased benefits from cost savings initiatives (approximately 1 point), partially offset by higher costs associated with costscost savings and optimization initiatives (approximately 3 points), partially offset by higher advertising and consumer promotion expense (approximately 1 point). The increase in advertising and consumer promotion expense was primarily driven by Meals & Beverages.

Administrative expenses as a percent of sales were 6.2%6.6% in 2026 compared to 6.1%6.5% in 2025. Administrative expenses decreased 3%4% in 2026 from 2025. The decrease was primarily due to increased benefits from cost savings initiatives (approximately 54 points); a reduction in certain litigation expenses (approximately 2 points) and lower costsincentive associated with cost savings initiativescompensation (approximately 12 pointpoints), partially offset by higher benefit-relatedgeneral administrative costs (approximately 24 points) and inflation (approximately 1 point).

Other expenses were $7$8 million in 2026 compared to $41$160 million in 2025. Other expenses in 2026 included costs associated with cost savings initiatives of $38 million, costs associated with an acquisition of $2 million and pension actuarial and curtailment gains of $30 million. Other expenses in 2025 included an impairment chargescharge related to the Allied brands and Late July trademarksSnyder's of $26Hanover trademark of $150 million and accelerated amortization expense of $7$6 million.

Operating earnings from Meals & Beverages decreased 15%.16%. The decrease was primarily due to lower gross profit and the impact of the divestiture, partially offset by lower marketing and selling expenses.profit. Gross profit margin decreased primarily due to the gross impact of tariffs, cost inflation and other supply chain costs and unfavorable volume/mix, partially offset by supply chain productivity improvements, favorable net price realization and benefits from cost savings initiatives.

Operating earnings from Snacks decreased 39%.32%. The decrease was primarily due to lower gross profit. Gross profit margin decreased primarily due to cost inflation and other supply chain costs, unfavorable volume/mix and the gross impact of tariffs and unfavorable volume/mix,tariffs, partially offset by supply chain productivity improvementsimprovements, favorable net price realization and benefits from cost savings initiatives.

•$26$150 million of an impairment chargescharge related to the AlliedSnyder's brandsof andHanover Late July trademarkstrademark;

•$14$10 million of unrealized mark-to-market gainslosses on outstanding undesignated commodity hedges.hedges;

The effective tax rate was 24.9%22.0% in 2026 and 30.0%18.5% in 2025. The decreaseincrease in the effective tax rate was primarily due to $15 milliontiming of deferredrecognition of tax expense recognized related to the saleimpairment of the noosa yoghurt business in the prior year, partially offset by lower tax expense associated with stock-based compensation awardscharge in the prior year.

SIX-MONTHNINE-MONTH DISCUSSION AND ANALYSIS

In Meals & Beverages, sales decreased 4%. Excluding the impact from the divestiture of the noosa yoghurt business, sales decreased primarily due to declines in U.S. soup, Prego pasta sauces, Canada, V8 beverages and Pace Mexican sauces, partially offset by gains in Rao's. Unfavorable volume/mix was partially offset by favorable net price realization. Sales were impacted by an approximate 1% headwind as a result of storm-related shipment delays in January. Sales of U.S. soup decreased 3%4% primarily due to decreases in ready-to-serve soups and condensed soups, partially offset by increases in broth.

In Snacks, sales decreased 4%. Excluding the impact from the divestiture of the Pop Secret popcorn business, sales decreased primarily due to declines in chips, crackers, third-party partner brands and contract manufacturing, fresh bakery related to supply constraints,constraints and declines in crackers and pretzels, partially offset by gains in Pepperidge Farm cookies. Sales were impacted by volume/mix declines, partially offset by favorable net price realization.

(1)Includes an estimated negative margin impact of 220240 basis points from the gross impact of tariffstariffs, andpartially aoffset negativeby an estimated positive margin impact of 1030 basis points from the benefit of cost savings initiatives and a positive margin impact of 20 basis points from the change in unrealized mark-to-market adjustments on outstanding undesignated commodity hedges, partially offset by an estimated positive margin impact of 20 basis points from the benefit of cost savings initiatives.hedges.

Marketing and selling expenses as a percent of sales were 9.6%9.5% in 2026 compared to 9.3%9.1% in 2025. Marketing and selling expenses were comparable in 2026 and 2025. Lower selling expenses (approximately 21 pointspoint) and; increased benefits from cost savings initiatives (approximately 1 point) and lower incentive compensation (approximately 1 point) were offset by higher marketing expenses (approximately 1 point); higher costs associated with costs savings and optimization initiatives (approximately 21 pointspoint) and higher benefit-related costs (approximately 1 point).

Administrative expenses as a percent of sales were 6.2%6.3% in 2026 and 2025. Administrative expenses decreased 4% in 2026 from 2025. The decrease was primarily due to increased benefits from cost savings initiatives (approximately 4 points); lower incentive compensation (approximately 2 points); and lower costs associated with cost savings initiatives (approximately 1 point), partially offset by higher general administrative costs and inflation (approximately 2 points) and an increase in certain litigation expenses (approximately 31 pointspoint).

Other expenses were $16$24 million in 2026 compared to $84$244 million in 2025. Other expenses in 2026 included cost associated with cost savings initiatives of $38 million, costs associated with a pendingan acquisition of $2$4 million and pension actuarial and curtailment gains of $30 million. Other expenses in 2025 included impairment charges related to the Snyder's of Hanover, Allied brands and Late July trademarks of $26$176 million, a loss of $25 million on the sale of the Pop Secret popcorn business, accelerated amortization expense of $14$20 million and a postretirement actuarial loss of $2 million.

•$2$4 million of costs associated with a pendingan acquisition;

•$26$176 million of impairment charges related to the Snyder's of Hanover, Allied brands and Late July trademarks;

The effective tax rate was 24.5%23.8% in 2026 and 26.4%25.3% in 2025. The decrease in the effective tax rate was primarily due to $15 million of deferred tax expense related to the sale of the noosa yoghurt business in the prior year and the favorable resolution of certain state tax matters in the current year, partially offset by excess tax benefits in the prior year and shortfalls in the current year associated with the vesting of stock-based compensation awards.

On September 10, 2024, we announced plans to implement cost savings initiatives beginning in 2025, including initiatives to further optimize our supply chain and manufacturing network, optimization of our information technology infrastructure and targeted cost management. We also identified additional opportunities for cost synergies as we integrated Sovos Brands, Inc. (Sovos Brands).Brands. As of July 28, 2024, we substantially completed our previous multi-year cost savings initiatives and Snyder's-Lance, Inc. cost transformation program and integration and had identified initial opportunities for cost synergies as we integrated Sovos Brands. Certain initiatives from those programs have been incorporated into our 2025 cost savings initiatives. In the third quarter of 2026, we commenced a voluntary early retirement program as part of our cost savings initiatives. The program was available to certain salaried employees who met age and length-of-service criteria. The eligible employees were entitled to receive severance pay and benefits, including enhanced pension benefits for certain employees. Substantially all electing employees will depart the company by December 2026. Cost estimates for the 2025 initiatives, as well as timing for certain activities, are continuing to be developed.

Of the aggregate $245$310 million of pre-tax costs identified to date, we expect approximately $185$215 million will be cash expenditures. In addition, we expect to invest approximately $215$220 million in capital expenditures, of which we invested $187$208 million as of FebruaryMay 1,3, 2026. The capital expenditures primarily relate to optimization of production within our manufacturing network, optimization of information technology infrastructure and applications and implementation of our existing SAP enterprise-resource planning system for Sovos Brands.

We expect the initiatives, once all phases are implemented, to generate annual ongoing savings of approximately $375 million by the end of 2028. As of FebruaryMay 1,3, 2026, we have generated total program-to-date pre-tax savings of $180$200 million.