Financial Analysis

Acquisitions Bachans, Inc. On May 1, 2026, we completed the acquisition of Bachans, Inc. (Bachans), the rapidly growing Japanese Barbecue Sauce brand known for its authentic, clean-label products. The transaction reinforces our expanding position in the sauce category and is expected to provide additional opportunities for growth through our retail and foodservice distribution network, supply chain capabilities, and culinary expertise. The purchase price of $399.3 million, net of cash acquired, is subject to future post-closing adjustments and was financed with cash on hand and a $200.0 million term loan. The results of operations for Bachans have been included in our condensed consolidated financial statements from the date of acquisition. The following table summarizes the preliminary purchase price allocation based on the fair value of the net assets acquired. Preliminary Purchase Price Allocation Receivables $ 8,836 Inventories 9,084 Other current assets 535 Property, plant and equipment 598 Goodwill (not tax deductible) 277,700 Other intangible assets 127,000 Operating lease right-of-use assets 1,082 Other noncurrent assets 119 Current liabilities (4,754) Noncurrent operating lease liabilities (480) Deferred tax liabilities (20,435) Net assets acquired $ 399,285 Further adjustments may occur to the allocation above as certain aspects of the transaction are finalized during the measurement period. The goodwill recognized above arose because the purchase price for Bachans …

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Commitments and Contingencies At June 30, 2026, we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition is not expected to have a material effect on our consolidated financial statements. 18% of our employees are represented under various collective bargaining contracts. None of our collective bargaining contracts will expire within one year.

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Long-Term Debt At June 30, 2025, we had an unsecured credit facility (Facility) under which we could borrow, on a revolving credit basis, up to a maximum of $150 million at any one time, with potential to expand the total credit availability to $225 million based on consent of the issuing banks and certain other conditions. On March 4, 2026, we entered into a First Amendment (Amendment) to the Facility. The Amendment provides for the following: An increase in the revolving credit availability to $200 million with potential to expand the revolving credit availability to $400 million based on consent of the Administrative Agent and any incremental lenders and certain other conditions. All outstanding revolving loans are due and payable when the Facility expires on March 6, 2029. Revolving loans may be used for general corporate purposes. An additional $200 million term loan to finance our acquisition of Bachans. On April 29, 2026, we closed on the funding of the term loan. The maturity date for the term loan is April 29, 2031; however, the Amendment provides for a springing maturity date of March 6, 2029 if, by December 6, 2028, the Facility Termination Date has not been extended to April 29, 2031 or later with an Aggregate Revolving Commitment equal to or greater than the outstanding principal balance of the term loan (as such capitalized terms are defined in the Amendment). Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides an additional disaggregation of Foodservice net sales by type of customer in each of the years ended June 30: 2026 2025 2024 Foodservice National accounts $ 714,073 $ 693,583 $ 692,340 Branded and other 192,566 197,893 190,995 Other dressings and sauces for TSA 20,415 14,237 Total Foodservice net sales $ 927,054 $ 905,713 $ 883,335 …

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Stock-Based Compensation Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the 2015 Plan). As the 2015 Plan expired in November 2025, we obtained shareholder approval of The Marzetti Company 2025 Omnibus Incentive Plan (the 2025 Plan) at our November 2025 Annual Meeting of Shareholders. The 2025 Plan will not affect any currently outstanding equity awards granted under the 2015 Plan. The 2025 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted under these plans will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under these plans varies as to the type of award granted, and the maximum term of these awards is seven years. We recognize compensation expense over the requisite service period of the grant. Compensation expense is reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees salaries expense classification. We estimate a forfeiture rate based on historical experience. Stock-Settled Stock Appreciation Rights Prior to 2022, we used periodic grants of stock-settled stock appreciation rights (SSSARs) as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. Our policy is to issue shares upon SSSARs exercise from new shares that had been previously authorized. At June 30, 2026, there …

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Goodwill and Other Intangible Assets Goodwill attributable to the Retail and Foodservice segments was $435.1 million and $65.4 million, respectively, at June 30, 2026 compared to $157.4 million and $65.4 million, respectively, at June 30, 2025. The increase in goodwill is the result of the Bachans acquisition in May 2026. See further discussion in Note 2. The following table is a rollforward of goodwill by reportable segment from June 30, 2025 to June 30, 2026: Retail Foodservice Total Goodwill at beginning of year $ 157,396 $ 65,376 $ 222,772 Goodwill acquired during the year 277,700 277,700 Goodwill at end of year $ 435,096 $ 65,376 $ 500,472 The following table summarizes our identifiable other intangible assets at June 30: 2026 Customer Relationships (12-year life) Gross carrying value $ 84,000 Accumulated amortization (1,167) Net carrying value $ 82,833 Proprietary Recipes (16-year life) Gross carrying value $ 29,000 Accumulated amortization (302) Net carrying value $ 28,698 Tradename (17-year life) Gross carrying value $ 14,000 Accumulated amortization (137) Net carrying value $ 13,863 Total net carrying value $ 125,394 Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows for the year ended June 30: 2026 Amortization expense $ 1,606 Total annual amortization expense for each of the next five years is estimated to be as follows: 2027 $ 9,636 2028 $ 9,636 2029 $ 9,636 2030 $ 9,636 2031 $ 9 …

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Income Taxes We file a consolidated federal income tax return. Taxes based on income for the years ended June 30 have been provided as follows: 2026 2025 2024 Current: Federal $ 26,717 $ 48,714 $ 51,687 State and local 1,537 3,491 5,485 Total current provision 28,254 52,205 57,172 Deferred: Federal 19,826 (5,580) (9,710) State and local 2,284 (509) (560) Total deferred provision (benefit) 22,110 (6,089) (10,270) Total taxes based on income $ 50,364 $ 46,116 $ 46,902 For the year ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors: 2026 Amount ($) Percent (%) U.S. Federal statutory rate $ 50,814 21.0 % State and local income taxes, net of federal effect (1) 3,018 1.2 Tax credits (1,651) (0.7) Changes in valuation allowances 10,583 4.4 Nontaxable or nondeductible items: Gain on sale of property (3,879) (1.6) Stock sale capital loss (10,583) (4.4) Other 2,062 0.9 Effective rate $ 50,364 20.8 % (1) During the year ended June 30, 2026, state taxes in California and Illinois made up the majority (greater than 50%) of the tax effect in this category. As previously disclosed, for the years ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors: 2025 2024 Statutory rate 21.0 % 21.0 % State and local income taxes 1.1 1.9 Research and development tax credit (1.1) (0.7) Net windfall tax benefits - stock-based compensation (0.1) Other 0.7 0.6 Effec …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Standards In December 2023, the Financial Accounting Standards Board (FASB) issued new accounting guidance related to the disclosure requirements for income taxes. The new guidance requires annual disclosures in the rate reconciliation table to be presented using both percentages and reporting currency amounts, and this table must include disclosure of specific categories. Additional information will also be required for reconciling items that meet a quantitative threshold. The new guidance also requires enhanced disclosures of income taxes paid, including the amount of income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions that exceed a quantitative threshold. The amendments should be applied on a prospective basis, but retrospective application is permitted. We adopted this guidance for our annual disclosures in fiscal 2026 on a prospective basis. As the guidance only relates to disclosures, there was no impact on our financial position or results of operations. See income tax disclosures in Note 8. In November 2024, the FASB issued new accounting guidance requiring disclosure of disaggregated income statement expenses. For each relevant expense caption presented on the face of the income statement, the following expense components must be presented in a tabular format within the notes to the financial statements at each interim and annual reporting period: purchases …

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Business Segment Information Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied. Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States. We have products typically marketed in the shelf-stable section of the grocery store, which include licensed sauces and dressings, along with our own branded salad dressings, sauces and croutons. Within the frozen food section of the grocery store, we sell yeast rolls and garlic breads. We also have placement of products in grocery produce departments through our refrigerated salad dressings, licensed dressings, vegetable dips and fruit dips. Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated sauces, salad dressings, frozen breads and yeast rolls. The majority of our Foodservice sales are products sold under private label to national chain restaurant accounts. We also manufacture and …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of The Marzetti Company and our wholly-owned subsidiaries, collectively referred to as we, us, our, registrant, or the Company. Intercompany transactions and accounts have been eliminated in consolidation. Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, references to year pertain to our fiscal year; for example, 2026 refers to fiscal 2026, which is the period from July 1, 2025 to June 30, 2026. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires that we make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates included in these consolidated financial statements include allowances for customer deductions, net realizable value of inventories, useful lives for the calculation of depreciation and amortization, distribution accruals, pension and postretirement assumptions and self-insurance accruals. Actual results could differ from these estimates. Fair Value Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three-level fair value hierarchy, which prioriti …

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Acquisition On February 18, 2025, we completed the acquisition of a sauce and dressing production facility and related real estate in the Atlanta, Georgia area (Atlanta plant) along with certain equipment and assets contained in the facility from Winland Foods, Inc. This facility will benefit our core sauce and dressing operations through improved operational efficiency, incremental capacity, and closer proximity to certain core customers while enhancing our manufacturing network from a business continuity standpoint. The purchase price of $78.8 million was funded with cash on hand. The results of operations for this facility have been included in our condensed consolidated financial statements from the date of acquisition. The following table summarizes the purchase price allocation based on the fair value of the net assets acquired. Purchase Price Allocation Inventories $ 4,065 Property, plant and equipment 60,073 Goodwill (tax deductible) 14,401 Other noncurrent assets 301 Current liabilities (21) Net assets acquired $ 78,819 …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies At December 31, 2025, we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition is not expected to have a material effect on our consolidated financial statements. We have a lease commitment with fixed cash payments totaling approximately $159 million for a lease that had not commenced as of December 31, 2025. This lease has an initial term of 15 years for warehousing space in Columbus, Ohio. In accordance with accounting guidance for leases, this commitment is properly excluded from the Condensed Consolidated Balance Sheet as of December 31, 2025. A right-of-use asset and lease liability will be recorded based on the present value of the lease payments when the lease commences in fiscal 2027.

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Long-Term Debt At December 31, 2025 and June 30, 2025, we had an unsecured credit facility (Facility) under which we could borrow, on a revolving credit basis, up to a maximum of $150 million at any one time, with potential to expand the total credit availability to $225 million based on consent of the issuing banks and certain other conditions. The Facility expires on March 6, 2029, and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Facility. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. Loans may be used for general corporate purposes. Due to the nature of its terms, when we have outstanding borrowings under the Facility, they will be classified as long-term debt. The Facility contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions. There are two principal financial covenants: an interest expense test that requires us to maintain an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter; and an indebtedness test that requires us to maintain a consolidated leverage ratio not greater than 3.5 to 1, subject to certain exceptions. The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated EBITDA. All financial terms used in the co …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides an additional disaggregation of Foodservice net sales by type of customer: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Foodservice National accounts $ 177,399 $ 175,785 $ 361,231 $ 351,732 Branded and other 54,844 52,764 105,948 103,804 Other dressings and sauces for TSA 8,185 18,876 Total Foodservice net sales $ 240,428 $ 228,549 $ 486,055 $ 455,536 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the 2015 Plan). As the 2015 Plan expired in November 2025, we obtained shareholder approval of The Marzetti Company 2025 Omnibus Incentive Plan (the 2025 Plan) at our November 2025 Annual Meeting of Shareholders. The 2025 Plan will not affect any currently outstanding equity awards granted under the 2015 Plan. The 2025 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted under these plans will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under these plans varies as to the type of award granted, and the maximum term of these awards is seven years. As permitted under the 2015 Plan, we made an initial grant of restricted stock units in August 2025. These restricted stock units will vest 3 years after the grant date. Dividend equivalents earned during the vesting period will be paid at the time the units vest. Our restricted stock units compensation expense was $0.5 million for the three months ended December 31, 2025. Year-to-date restricted stock units compensation expense was $0.7 million for the current-year period. At December 31, 2025, there was $6.3 million of unrecognized compensation expense related to restricted stock units that we will recognize over a weighted-average period of 2 years. Our restricted stock awards compen …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Goodwill Goodwill attributable to the Retail and Foodservice segments was $157.4 million and $65.4 million, respectively, at December 31, 2025 and June 30, 2025.

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Income Taxes Prepaid federal income taxes of $5.0 million and $0.1 million were included in Other Current Assets at December 31, 2025 and June 30, 2025, respectively. Accrued state and local income taxes of $0.3 million were included in Accrued Liabilities at December 31, 2025. Prepaid state and local income taxes of $0.6 million were included in Other Current Assets at June 30, 2025. The One Big Beautiful Bill Act was enacted in July 2025. This legislation included several provisions that impact the timing of certain tax deductions, including domestic research and development expenses and bonus depreciation. We recognized the effects of this legislation in the three months ended September 30, 2025. There was no material impact on our effective tax rate.

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Recent Accounting Standards In November 2023, the Financial Accounting Standards Board (FASB) issued new accounting guidance related to the disclosure requirements for reportable segments. The new guidance requires enhanced disclosures about significant segment expenses. Additionally, all current annual disclosures about a reportable segments profit or loss and assets will also be required in interim periods. The new guidance also requires disclosure of the title and position of the Chief Operating Decision Maker (CODM) and explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We adopted this guidance for our annual disclosures in fiscal 2025 and for our interim-period disclosures in the first quarter of fiscal 2026. As the guidance only relates to disclosures, there was no impact on our financial position or results of operations. See segment disclosures in Note 7. In December 2023, the FASB issued new accounting guidance related to the disclosure requirements for income taxes. The new guidance requires annual disclosures in the rate reconciliation table to be presented using both percentages and reporting currency amounts, and this table must include disclosure of specific categories. Additional information will also be required for reconciling items that meet a quan …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Business Segment Information Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied. Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States. We have products typically marketed in the shelf-stable section of the grocery store, which include licensed sauces and dressings, along with our own branded salad dressings and croutons. Within the frozen food section of the grocery store, we sell yeast rolls and garlic breads. We also have placement of products in grocery produce departments through our refrigerated salad dressings, licensed dressings, vegetable dips and fruit dips. Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated sauces, salad dressings, frozen breads and yeast rolls. The majority of our Foodservice sales are products sold under private label to national chain restaurant accounts. We also manufacture and sell var …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of The Marzetti Company and our wholly-owned subsidiaries, collectively referred to as we, us, our, registrant or the Company and have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and SEC Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the interim condensed consolidated financial statements are considered to be of a normal recurring nature. Intercompany transactions and accounts have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our 2025 Annual Report on Form 10-K. Unless otherwise noted, the term year and references to a particular year pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 2026 refers to fiscal 2026, which is …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing