Hormel Foods Corp 10-Q for FY2026 Q2
Hormel Foods Corp (HRL)
10-Q
2026-05-28
For: 2026-04-26
View Original
Added on
May 29, 2026
About this 10-Q
Hormel Foods Corp filed this 10-Q on May 28, 2026, covering the quarter ended April 26, 2026 (FY2026 Q2).
Headline figures
Quarter ended April 26, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.97B
- up 2.5% from $2.9B a year earlier
- Net income
- $157.47M
- down 12.5% from net income of $180.02M a year earlier
- Diluted EPS
- $0.29
- down 12.1% from $0.33 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended April 26, 2026
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission File Number: 1-2402
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(507 ) 437-5611
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
| $0.01465 | par value | |||||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at May 24, 2026 | ||||||||||||||||
| Common Stock | $0.01465 | par value | |||||||||||||||
Common Stock Nonvoting | $0.01 | par value | |||||||||||||||
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
Critical Accounting Estimates | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
PART II - OTHER INFORMATION | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
2
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
In thousands, except per share amounts | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of Products Sold | |||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Selling, General, and Administrative | |||||||||||||||||||||||
| Equity in Earnings of Affiliates | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest Income | |||||||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||
| Other Income (Expense), Net | ( | ( | |||||||||||||||||||||
| Earnings Before Income Taxes | |||||||||||||||||||||||
| Provision for Income Taxes | |||||||||||||||||||||||
| Net Earnings | |||||||||||||||||||||||
| Less: Net Earnings (Loss) Attributable to Noncontrolling Interest | ( | ( | ( | ( | |||||||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
3
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Net Earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other Comprehensive Income (Loss), Net of Tax: | |||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | |||||||||||||||||||||
| Pension and Other Benefits | |||||||||||||||||||||||
Derivatives and Hedging | ( | ||||||||||||||||||||||
| Equity Method Investments | ( | ( | |||||||||||||||||||||
Total Other Comprehensive Income (Loss) | ( | ( | |||||||||||||||||||||
| Comprehensive Income | |||||||||||||||||||||||
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest | ( | ( | ( | ( | |||||||||||||||||||
Comprehensive Income Attributable to Hormel Foods Corporation | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
4
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited
In thousands, except share and per share amounts | April 26, 2026 | October 26, 2025 | |||||||||
| Assets | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Short-term Marketable Securities | |||||||||||
Accounts and Other Receivables, Net | |||||||||||
| Inventories | |||||||||||
| Taxes Receivable | |||||||||||
| Prepaid Expenses and Other Current Assets | |||||||||||
| Total Current Assets | |||||||||||
| Goodwill | |||||||||||
| Intangible Assets | |||||||||||
| Pension Assets | |||||||||||
| Investments in Affiliates | |||||||||||
| Other Assets | |||||||||||
| Property, Plant, and Equipment, Net | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Investment | |||||||||||
| Accounts Payable | $ | $ | |||||||||
| Accrued Expenses | |||||||||||
| Accrued Marketing Expenses | |||||||||||
| Employee-related Expenses | |||||||||||
| Interest and Dividends Payable | |||||||||||
| Taxes Payable | |||||||||||
| Current Maturities of Long-term Debt | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term Debt Less Current Maturities | |||||||||||
| Pension and Postretirement Benefits | |||||||||||
| Deferred Income Taxes | |||||||||||
| Other Long-term Liabilities | |||||||||||
| Shareholders’ Investment | |||||||||||
Preferred Stock, Par Value $ Authorized | |||||||||||
Common Stock, Nonvoting, Par Value $ Authorized | |||||||||||
Common Stock, Par Value $ Issued | |||||||||||
| Additional Paid-in Capital | |||||||||||
| Accumulated Other Comprehensive Loss | ( | ( | |||||||||
| Retained Earnings | |||||||||||
| Hormel Foods Corporation Shareholders’ Investment | |||||||||||
| Noncontrolling Interest | |||||||||||
| Total Shareholders’ Investment | |||||||||||
| Total Liabilities and Shareholders’ Investment | $ | $ | |||||||||
See accompanying Notes to the Consolidated Financial Statements
5
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited
| Quarter Ended April 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total Shareholders’ Investment | |||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 26, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 27, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Quarter Ended April 26, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | Total Shareholders’ Investment | |||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 25, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 26, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
6
HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ INVESTMENT
Unaudited
Six Months Ended April 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total Shareholders’ Investment | |||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 27, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 27, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Six Months Ended April 26, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hormel Foods Corporation Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | Total Shareholders’ Investment | |||||||||||||||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 26, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net Earnings (Loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation Expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Stock-based Compensation Awards, Net of Withholding Taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Declared Dividends – $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 26, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to the Consolidated Financial Statements
7
HORMEL FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
| Six Months Ended | |||||||||||
In thousands | April 26, 2026 | April 27, 2025 | |||||||||
| Operating Activities | |||||||||||
| Net Earnings | $ | $ | |||||||||
| Adjustments to Reconcile to Net Cash Provided by (Used in) Operating Activities: | |||||||||||
| Depreciation and Amortization | |||||||||||
| Equity in Earnings of Affiliates | ( | ( | |||||||||
| Distributions Received from Equity Method Investees | |||||||||||
| Provision for Deferred Income Taxes | ( | ( | |||||||||
| Non-cash Investment Activities | ( | ||||||||||
| Stock-based Compensation Expense | |||||||||||
| Operating Lease Cost | |||||||||||
| Loss (Gain) on Sale of Business | |||||||||||
| Other Non-cash, Net | |||||||||||
| Changes in Operating Assets and Liabilities, Net of Divestitures: | |||||||||||
| Decrease (Increase) in Accounts Receivable | |||||||||||
| Decrease (Increase) in Inventories | ( | ( | |||||||||
| Decrease (Increase) in Prepaid Expenses and Other Assets | ( | ( | |||||||||
| Increase (Decrease) in Pension and Postretirement Benefits | |||||||||||
| Increase (Decrease) in Accounts Payable and Accrued Expenses | ( | ( | |||||||||
| Increase (Decrease) in Net Income Taxes Payable | ( | ||||||||||
| Net Cash Provided by (Used in) Operating Activities | |||||||||||
| Investing Activities | |||||||||||
| Net Sale (Purchase) of Securities | ( | ( | |||||||||
| Proceeds from Sale of Business | |||||||||||
| Purchases of Property, Plant, and Equipment | ( | ( | |||||||||
| Proceeds from Sales of Property, Plant, and Equipment | |||||||||||
| Proceeds from (Purchases of) Affiliates and Other Investments | ( | ( | |||||||||
| Proceeds from Company-owned Life Insurance | |||||||||||
| Net Cash Provided by (Used in) Investing Activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Repayments of Long-term Debt and Finance Leases | ( | ( | |||||||||
| Dividends Paid on Common Stock | ( | ( | |||||||||
| Proceeds from Stock-based Compensation Plans, Net of Withholding Taxes | ( | ||||||||||
| Net Cash Provided by (Used in) Financing Activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes on Cash | ( | ||||||||||
| Increase (Decrease) in Cash and Cash Equivalents | ( | ||||||||||
| Cash and Cash Equivalents at Beginning of Year | |||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
Supplemental Non-cash Investing and Financing Activities: | |||||||||||
Purchases of Property, Plant, and Equipment Included in Accounts Payable | $ | $ | |||||||||
See accompanying Notes to the Consolidated Financial Statements
8
HORMEL FOODS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accompanying unaudited consolidated financial statements of Hormel Foods Corporation (the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include certain information and footnotes required by U.S. generally accepted accounting principles (GAAP) for comprehensive financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the interim period are not necessarily indicative of the results that may be expected for the full year.
Rounding: Certain amounts in the consolidated financial statements and associated notes may not foot due to rounding. All percentages have been calculated using unrounded amounts.
Reclassifications: Certain prior year amounts have been reclassified to conform to the current year presentation.
•Consolidated Statements of Operations: Interest and Investment Income has been separated into Interest Income and Other Income (Expense), Net.
•Consolidated Statements of Financial Position: Certain amounts within Prepaid Expenses and Other Current Assets were reclassified to Accounts and Other Receivables, Net.
•Consolidated Condensed Statements of Cash Flows: Due to the reclassification noted above on the Consolidated Statements of Financial Position, there was an associated reclassification between Decrease (Increase) in Accounts Receivable and Decrease (Increase) in Prepaid Expenses and Other Assets.
Accounting Changes and Recent Accounting Pronouncements:
New Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update is intended to enhance transparency and decision usefulness of annual income tax disclosures. The ASU updates income tax disclosure requirements by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The Company expects to adopt the ASU in connection with its Annual Report on Form 10-K for the fiscal year ending October 25, 2026. While the standard will require additional disclosures related to the Company's income taxes, the Company does not expect the adoption to have a material effect on the Company’s financial condition or results of operations.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Subsequently, in January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance is intended to provide investors more detailed disclosures around specific types of expenses. The new disclosures require certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements. As clarified by ASU 2025-01, the guidance is effective for the Company's fiscal year ending October 29, 2028, and subsequent interim periods thereafter. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is currently assessing the impact of adopting the updated guidance.
In September 2025, the FASB issued ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance is intended to modernize the accounting for internal-use software costs and better align recognition practices. The update introduces principles-based criteria entities must consider to begin capitalizing costs based on management authorization and project completion probability. The guidance is effective for the Company's fiscal year ending October 28, 2029, and subsequent interim periods thereafter, with early adoption permitted. Several transition approaches are available including prospective, retrospective,
9
and a modified transition approach. The Company is currently assessing the impact, transition approach, and timing of adoption.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update is intended to improve the navigability of interim disclosure requirements and provide additional guidance about disclosures to be provided in interim reporting periods, including a requirement to disclose events since the end of the last annual reporting period that have a material impact on the entity. The update is effective for interim reporting periods within the Company’s fiscal year beginning October 30, 2028. Early adoption is permitted and the guidance may be applied prospectively or retrospectively. The Company is currently assessing the impact of adopting the updated provisions and transition approach. The adoption is not expected to have a material effect on the Company’s financial condition or results of operations.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The update is intended to improve the accounting for and disclosure of environmental credits and related obligations by establishing consistent guidance for recognition, measurement, presentation, and disclosure. The ASU introduces a comprehensive model and requires enhanced disclosures to improve transparency and comparability. The guidance is effective for interim and annual reporting for the Company's fiscal year ending October 28, 2029, on a retrospective basis with early adoption permitted. The Company is currently assessing the impact of adopting the updated guidance.
Recently issued accounting standards or pronouncements not disclosed have been excluded as they are currently not relevant to the Company.
NOTE B - ACQUISITIONS AND DIVESTITURES
Whole-bird Turkey Transaction: On April 24, 2026, the Company completed the sale of its whole-bird turkey business to Willmar Poultry Innovations, LLC, a subsidiary of Life-Science Innovations, for $61.2 million including cash proceeds of $21.2 million and a secured promissory note with a face value of $40.0 million. Refer to Note F - Notes Receivable for additional information on the secured promissory note. The divestiture resulted in an estimated pre-tax loss of $61.0 million, including transaction costs, which was recognized in Selling, General, and Administrative. The transaction is subject to customary working capital adjustments, which the Company expects to finalize by the end of fiscal 2026.
The sale included the whole-bird production facility in Melrose, Minnesota, a feed mill in Swanville, Minnesota, and associated transportation assets. The Company continues to own and use the Jennie-O® brand name. The buyer has assumed certain supply contracts with dedicated third-party hen growers and is contracted to provide co-manufacturing services to the Company in the future. There was a nominal impact to the Company's future commitments. Results of operations for the whole-bird turkey business were primarily reflected in the Retail segment.
Justin's, LLC Transaction: On December 15, 2025, the Company sold 51 % of its equity interest in Justin's, LLC and related assets to Forward Consumer Partners, LLC for cash proceeds of $77.3 million, net of estimated working capital adjustments expected to be settled in fiscal 2026. As a result of the transaction, the Company no longer holds a controlling financial interest in Justin's, LLC, resulting in deconsolidation. The sale resulted in a pre-tax gain of $23.5 million, which was recognized in Selling, General, and Administrative. Results of operations for Justin's, LLC were primarily reflected in the Retail segment prior to deconsolidation.
The Company maintained the ability to exercise significant influence over the entity in its new structure, Joy Topco, L.P., and will account for this interest as an equity method investment. The Company recorded the remaining 49 % equity interest in Joy Topco, L.P. at its estimated fair value of $46.3 million plus $1.1 million in capitalized deal costs in Investment in Affiliates. The Company engaged a third-party specialist to assist with the valuation, which reflected a combination of observable data and significant unobservable, or Level 3, inputs to determine the estimated fair value of the investment. Results of Joy Topco, L.P. are reported as Equity in Earnings of Affiliates within the Retail segment. See Note D - Investments in Affiliates for additional information.
Mountain Prairie, LLC Divestiture: On November 18, 2024, the Company sold its equity interests in a non-core sow operation, Mountain Prairie, LLC, and related assets to Chaparral Ranches, LLC for cash proceeds of $13.6 million. The divestiture resulted in a pre-tax loss of $11.3 million, including transaction costs, which was recognized in Selling, General, and Administrative. Results of operations for Mountain Prairie, LLC were primarily reflected within the Retail segment through the date of divestiture.
10
NOTE C - GOODWILL AND INTANGIBLE ASSETS
Goodwill: The change in the carrying amount of goodwill for the six months ended April 26, 2026, is:
| In thousands | Retail | Foodservice | International | Total | |||||||||||||||||||
Balance at October 26, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Goodwill Sold(1) | ( | ( | ( | ||||||||||||||||||||
| Foreign Currency Translation | |||||||||||||||||||||||
Balance at April 26, 2026 | $ | $ | $ | $ | |||||||||||||||||||
Intangible Assets: The Company's intangible assets by type are:
| April 26, 2026 | October 26, 2025 | |||||||||||||||||||||||||||||||||||||
| In thousands | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| Definite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
| Customer Relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Other Definite-lived Intangibles | ( | ( | ||||||||||||||||||||||||||||||||||||
| Trade Names/Trademarks | ( | |||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Total Definite-lived Intangible Assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Indefinite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
Brands/Trade Names/Trademarks(1) | $ | $ | ||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total Indefinite-lived Intangible Assets | ||||||||||||||||||||||||||||||||||||||
| Total Intangible Assets | $ | $ | ||||||||||||||||||||||||||||||||||||
(1) Includes the removal of a $54.3 million indefinite‑lived trade name following the sale of the Company's controlling equity interest in Justin's, LLC in the first quarter of fiscal 2026. See Note B - Acquisitions and Divestitures for additional information.
Amortization expense on intangible assets is as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Amortization Expense | $ | $ | $ | $ | |||||||||||||||||||
Estimated annual amortization expense on intangible assets for the five fiscal years after October 26, 2025, is as follows:
| In thousands | Amortization Expense | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
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NOTE D - INVESTMENTS IN AFFILIATES
Ownership: As of April 26, 2026, the Company's equity method investments include:
| Segment | Ownership Percentage | |||||||
| MegaMex Foods, LLC | Retail | |||||||
Joy Topco, L.P.(1) | Retail | |||||||
| The Purefoods - Hormel Company, Inc. | International | |||||||
PT Garudafood Putra Putri Jaya Tbk. (Garudafood) | International | |||||||
| Okinawa Hormel Ltd. | International | |||||||
| Corporate Venturing Investments | n/a | |||||||
(1) In the first quarter of fiscal 2026, the Company recorded a 49 % ownership interest in Joy Topco, L.P. in connection with the sale of its controlling equity interest in Justin’s, LLC. See Note B - Acquisitions and Divestitures for additional information.
Equity in Earnings: The Company's share of earnings from its equity method investments is recorded as Equity in Earnings of Affiliates and further disclosed in Note Q - Segment Reporting. Equity in earnings from corporate venturing investments is not included in any of the reportable segments' measure of segment profit.
Distributions: Distributions received from equity method investees consists of:
| In thousands | Quarter Ended | Six Months Ended | ||||||||||||||||||||||||
| April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||||||
| Distributions | $ | $ | $ | $ | ||||||||||||||||||||||
Basis Difference: The initial and unamortized basis differences as of April 26, 2026, are:
In thousands | Initial Basis Difference | Unamortized Basis Difference | ||||||
Garudafood(1) | $ | $ | ||||||
| MegaMex Foods, LLC | ||||||||
(1) The Garudafood remaining unamortized basis difference includes the impact of foreign currency translation and impairment.
Fair Value: The fair value of the common stock held in Garudafood was $224.2 million as of April 24, 2026, based on the closing market price on the Indonesia Stock Exchange (IDX) and converted to U.S. dollars. The Company's other equity method investments do not have readily determinable fair values.
As of April 26, 2026, and in accordance with the Company's accounting procedures and internal controls, the Company evaluated whether an other‑than‑temporary impairment existed for its investment in Garudafood, which had a carrying value of $247.4 million. This evaluation included consideration of the severity and duration of the carrying value in excess of Garudafood’s quoted market value, performance of Garudafood's stock price, Garudafood's operating performance and outlook, and the Company's strategic intent and ability to hold the investment. The Company considers Garudafood a long-term strategic partner, maintains representation on Garudafood’s Board of Commissioners, and has the intent and ability to retain its investment for a period of time sufficient to allow for recovery in market value. Based on the evaluation of the factors above, the Company does not consider the investment to be other‑than‑temporarily impaired as of April 26, 2026. The Company will continue to assess the value of its investment in Garudafood, which may result in the recognition of an other‑than‑temporary impairment in the future.
Transactions: The Company has agreements with its equity method investments which, in some cases, result in amounts due to or due from these parties. The amounts due to equity method investees were $55.5 million and $38.8 million as of April 26, 2026, and October 26, 2025, respectively. The amounts due from equity method investees were $7.8 million and $11.9 million as of April 26, 2026, and October 26, 2025, respectively.
NOTE E - ACCOUNTS AND OTHER RECEIVABLES, NET
The components of accounts and other receivables, net are:
In thousands | April 26, 2026 | October 26, 2025 | |||||||||
Trade Accounts | $ | $ | |||||||||
Other | |||||||||||
Total Receivables | |||||||||||
| Less: Allowance for Credit Losses | |||||||||||
Accounts and Other Receivables, Net | $ | $ | |||||||||
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Trade accounts receivable represents amounts billed and outstanding from customers in the ordinary course of business. Other receivables consists of miscellaneous amounts due to the Company such as insurance and other contractual proceeds or reimbursements. As of April 26, 2026, other receivables also includes the current portion of a secured promissory note related to the divestiture of the whole-bird turkey business.
Concentration of Credit Risk: The Company is exposed to credit risk from its customers. The Company regularly assesses the credit worthiness of its customers. As of April 26, 2026, one customer accounted for more than 10 percent of net accounts receivable.
NOTE F - NOTES RECEIVABLE
In connection with the sale of the whole-bird turkey business on April 24, 2026, the Company entered into a $40.0 million secured promissory note receivable that matures on December 31, 2030, and bears interest at a rate of 6 % per annum. Principal and interest payments are to be made in equal annual installments beginning December 31, 2026. The Company determined the fair value of the note approximated face value at inception and no premium or discount was recognized. The note is accounted for at amortized cost and interest income is recognized using the effective interest method. The Company evaluated the note for expected credit losses and concluded that the allowance was immaterial as of April 26, 2026. The current and long-term portions of the note were reflected in Accounts and Other Receivables, Net and Other Assets, respectively.
NOTE G - INVENTORIES
Principal components of inventories are:
In thousands | April 26, 2026 | October 26, 2025 | |||||||||
| Finished Products | $ | $ | |||||||||
| Raw Materials and Work-in-Process | |||||||||||
| Operating Supplies | |||||||||||
| Maintenance Materials and Parts | |||||||||||
Total Inventories | $ | $ | |||||||||
NOTE H - PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consists of the following:
In thousands | April 26, 2026 | October 26, 2025 | |||||||||
Land | $ | $ | |||||||||
Buildings | |||||||||||
Equipment | |||||||||||
Construction in Progress | |||||||||||
Less: Allowance for Depreciation | ( | ( | |||||||||
Property, Plant, and Equipment, Net | $ | $ | |||||||||
NOTE I - DERIVATIVES AND HEDGING
The Company uses hedging programs to manage risk associated with various commodity purchases and interest rates. These programs utilize futures, swaps, and options contracts to manage the Company’s exposure to market fluctuations.
Cash Flow Commodity Hedges: The Company uses futures, swaps, and options contracts to offset price fluctuations in the Company’s future purchases of grain, lean hogs, natural gas, and diesel fuel. These contracts are designated as cash flow hedges; therefore, the related gains or losses are reported in Accumulated Other Comprehensive Loss (AOCL) and reclassified into earnings, through Cost of Products Sold, in the periods in which the hedged transactions affect earnings. The Company typically does not hedge its grain, natural gas, or diesel fuel exposure beyond fiscal years and its lean hog exposure beyond fiscal year.
Fair Value Commodity Hedges: The Company designates the futures it uses to minimize the price risk assumed when fixed forward priced contracts are offered to the Company’s lean hog and grain suppliers as fair value hedges. The programs are
13
intended to make the forward priced commodities cost nearly the same as cash market purchases at the date of delivery. Changes in the fair value of the futures contracts and the offsetting gain or loss on the hedged purchase commitment are marked-to-market through earnings and recorded as a Current Asset and Current Liability, respectively. Gains or losses related to these fair value hedges are recognized through Cost of Products Sold in the periods in which the hedged transactions affect earnings.
Cash Flow Interest Rate Hedges: In the second quarter of fiscal 2021, the Company designated two separate interest rate locks as cash flow hedges to manage interest rate risk associated with anticipated debt transactions. The total notional amount of the Company’s locks was $1.25 billion. In the third quarter of fiscal 2021, the associated unsecured senior notes were issued with tenors of and 30 years and both locks were lifted (See Note N - Long-term Debt and Other Borrowing Arrangements). Mark-to-market gains and losses on these instruments were deferred as a component of AOCL. The resulting gain in AOCL is reclassified to Interest Expense in the period in which the hedged transactions affect earnings.
Other Derivatives: The Company holds certain futures and swap contracts to manage the Company’s exposure to fluctuations in grain and pork commodity markets for which it has not applied hedge accounting. Activity related to derivatives not designated for hedge accounting was immaterial to the consolidated financial statements during the quarter and six months ended April 26, 2026, and April 27, 2025.
Volume: The Company’s outstanding contracts related to its commodity hedging programs include:
In millions | April 26, 2026 | October 26, 2025 | |||||||||||||||
| Corn | bushels | bushels | |||||||||||||||
| Lean Hogs | pounds | pounds | |||||||||||||||
| Natural Gas | MMBtu | MMBtu | |||||||||||||||
Diesel Fuel | gallons | gallons | |||||||||||||||
Fair Value of Derivatives: The gross fair values of the Company’s derivative instruments designated as hedges are:
| April 26, 2026 | October 26, 2025 | |||||||||||||||||||||||||
In thousands | Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||
Gross Fair Value of Commodity Contracts | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Counterparty and Collateral Netting Offset(1) | ( | |||||||||||||||||||||||||
Amounts Recognized in Prepaid Expenses and Other Current Assets | $ | $ | $ | $ | ||||||||||||||||||||||
Fair Value Hedge - Assets (Liabilities): The carrying amount of the Company’s fair value hedged assets (liabilities) are:
In thousands | Location on Consolidated Statements of Financial Position | April 26, 2026 | October 26, 2025 | |||||||||||
Commodity Contracts | Accounts Payable(1) | $ | $ | ( | ||||||||||
(1) Represents the carrying amount of fair value hedged assets and liabilities, which are offset by other assets included in master netting arrangements described above.
Accumulated Other Comprehensive Loss Impact: As of April 26, 2026, the Company included in AOCL pre-tax hedging gains of $19.8 million on commodity contracts and gains of $10.0 million related to interest rate settled positions. The Company expects to recognize the majority of the gains on commodity contracts over the next twelve months. Gains on interest rate contracts offset the hedged interest payments over the tenor of the associated debt instruments.
The pre-tax gains (losses) recognized in AOCL related to the Company’s derivative instruments are:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | ||||||||||||||||||||||
Commodity Contracts | $ | $ | ( | $ | $ | |||||||||||||||||||||
Excluded Component(1) | ( | ( | ( | ( | ||||||||||||||||||||||
(1) Represents the time value of commodity options excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in AOCL.
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The pre-tax gains (losses) reclassified from AOCL into earnings related to the Company’s derivative instruments are:
Location on Consolidated Statements of Operations | Quarter Ended | Six Months Ended | |||||||||||||||||||||||||||
| In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||||||||
Commodity Contracts | Cost of Products Sold | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Interest Rate Contracts | Interest Expense | ||||||||||||||||||||||||||||
See Note K - Accumulated Other Comprehensive Loss for the after-tax impact of these gains or losses on Net Earnings.
Consolidated Statements of Operations Impact: The effect of pre-tax gains (losses) related to the Company’s derivative instruments are:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Cash Flow Hedges - Commodity Contracts | |||||||||||||||||||||||
| Gain (Loss) Reclassified from AOCL | ( | ( | |||||||||||||||||||||
| Amortization of Excluded Component from Options | ( | ( | ( | ( | |||||||||||||||||||
| Fair Value Hedges - Commodity Contracts | |||||||||||||||||||||||
Gain (Loss) on Commodity Futures(1) | ( | ||||||||||||||||||||||
Total Gain (Loss) on Commodity Contracts | ( | ( | |||||||||||||||||||||
Cash Flow Hedges - Interest Rate Contracts | |||||||||||||||||||||||
| Gain (Loss) Reclassified from AOCL | |||||||||||||||||||||||
Total Gain (Loss) on Interest Rate Contracts | |||||||||||||||||||||||
| Total Gain (Loss) Recognized in Earnings | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(1) Represents gains or losses on commodity contracts designated as fair value hedges that were closed during the quarter and six months ended April 26, 2026, and April 27, 2025, which were offset by a corresponding gain or loss on the underlying hedged purchase commitment. Additional gains or losses related to changes in the fair value of open commodity contracts, along with the offsetting gain or loss on the hedged purchase commitment, are also marked-to-market through earnings with no impact on a net basis.
NOTE J - PENSION AND OTHER POSTRETIREMENT BENEFITS
Net periodic cost of defined benefit plans consists of:
| Pension Benefits | |||||||||||||||||||||||
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Service Cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest Cost | |||||||||||||||||||||||
| Expected Return on Plan Assets | ( | ( | ( | ( | |||||||||||||||||||
Amortization of Prior Service Cost (Credit) | |||||||||||||||||||||||
Recognized Actuarial Loss (Gain) | |||||||||||||||||||||||
Net Periodic Cost | $ | $ | $ | $ | |||||||||||||||||||
15
Postretirement Benefits | |||||||||||||||||||||||
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Service Cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest Cost | |||||||||||||||||||||||
Amortization of Prior Service Cost (Credit) | ( | ( | ( | ( | |||||||||||||||||||
Recognized Actuarial Loss (Gain) | ( | ( | ( | ( | |||||||||||||||||||
Net Periodic Cost | $ | $ | $ | $ | |||||||||||||||||||
NOTE K - ACCUMULATED OTHER COMPREHENSIVE LOSS
Components of Accumulated Other Comprehensive Loss are as follows:
In thousands | Foreign Currency Translation | Pension & Other Benefits | Derivatives & Hedging | Equity Method Investments | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||||||
Balance at January 25, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
| Unrecognized Gains (Losses) | — | — | ||||||||||||||||||||||||||||||||||||
| Gross | ( | |||||||||||||||||||||||||||||||||||||
| Tax Effect | ( | ( | ||||||||||||||||||||||||||||||||||||
| Reclassification into Net Earnings | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Gross | (1) | ( | (2) | ( | (3) | ( | ||||||||||||||||||||||||||||||||
| Tax Effect | ( | |||||||||||||||||||||||||||||||||||||
| Change Net of Tax | ( | |||||||||||||||||||||||||||||||||||||
Balance at April 26, 2026 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
Balance at October 26, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
| Unrecognized Gains (Losses) | ||||||||||||||||||||||||||||||||||||||
| Gross | ||||||||||||||||||||||||||||||||||||||
| Tax Effect | ( | ( | ||||||||||||||||||||||||||||||||||||
| Reclassification into Net Earnings | ||||||||||||||||||||||||||||||||||||||
| Gross | (1) | ( | (2) | ( | (3) | ( | ||||||||||||||||||||||||||||||||
| Tax Effect | ( | |||||||||||||||||||||||||||||||||||||
| Change Net of Tax | ( | |||||||||||||||||||||||||||||||||||||
Balance at April 26, 2026 | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
(1) Included in computation of net periodic cost. See Note J - Pension and Other Postretirement Benefits for additional information.
(2) Included in Cost of Products Sold and Interest Expense. See Note I - Derivatives and Hedging for additional information.
(3) Included in Equity in Earnings of Affiliates.
NOTE L - FAIR VALUE MEASUREMENTS
Accounting guidance establishes a fair value hierarchy which requires assets and liabilities measured at fair value to be categorized into one of three levels based on the inputs used in the valuation. The three levels are defined as follows:
Level 1 Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.
Level 3 Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.
16
The Company’s financial assets and liabilities carried at fair value on a recurring basis and their level within the fair value hierarchy are presented in the tables below.
| Fair Value Measurements at April 26, 2026 | |||||||||||||||||||||||
In thousands | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Assets at Fair Value | |||||||||||||||||||||||
Short-term Marketable Securities | $ | $ | $ | $ | |||||||||||||||||||
Other Trading Securities | |||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
Deferred Compensation | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurements at October 26, 2025 | |||||||||||||||||||||||
In thousands | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Assets at Fair Value | |||||||||||||||||||||||
Short-term Marketable Securities | $ | $ | $ | $ | |||||||||||||||||||
Other Trading Securities | |||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities at Fair Value | |||||||||||||||||||||||
Deferred Compensation | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | |||||||||||||||||||
The following methods and assumptions were used to estimate the fair value of the financial assets and liabilities above:
Short-term Marketable Securities: The Company holds securities as part of a portfolio maintained to generate investment income and to provide cash for operations of the Company, if necessary. The portfolio is managed by a third party who is responsible for daily trading activities, and all assets within the portfolio are highly liquid. The equities, U.S. government securities, and money market funds held by the portfolio are classified as Level 1. The current investment portfolio also includes corporate bonds and other asset-backed securities for which there is an active, quoted market. Market prices are obtained from a variety of industry providers, large financial institutions, and other third-party sources to calculate a representative daily market value, and therefore, these securities are classified as Level 2.
Other Trading Securities and Deferred Compensation: Other trading securities includes life insurance policies held in a rabbi trust maintained by the Company to fund certain supplemental executive retirement plans and deferred compensation plans. The rabbi trust is valued based on the insurance policies' cash surrender value and the fair value of the underlying investments. These policies are classified as Level 2. The majority of the policies held in the rabbi trust relate to supplemental executive retirement plans and are invested in fixed income investments. The declared rate on these investments is set based on a formula using the yield of the general account investment portfolio supporting the fund, as adjusted for expenses and other charges. The rate is guaranteed for one year at issue and may be reset annually on the policy anniversary, subject to a guaranteed minimum rate. During the quarter and six months ended April 26, 2026, investments held by the rabbi trust generated gains of $2.0 million and $5.2 million, respectively, compared to losses of $3.7 million and $1.1 million, respectively, for the quarter and six months ended April 27, 2025.
Under the Company’s deferred compensation plans, participants can defer certain types of compensation and elect to receive a return based on the changes in fair value of various investment options, which include equity securities, money market accounts, bond funds, or other portfolios for which there is an active quoted market. The Company also offers a fixed rate investment option to participants. The rate earned on these investments is adjusted annually based on a specified percent of the U.S. Internal Revenue Service (IRS) applicable federal rates. These liabilities are classified as Level 2. The portion of the
17
Company's funding in the rabbi trust related to deferred compensation plans generally mirrors the investment selections within the plans.
Commodity Derivatives: The Company’s commodity derivatives represent futures, swaps, and options contracts used in its hedging or other programs to offset price fluctuations associated with purchases of grain, natural gas, diesel fuel, lean hogs, and pork, and to minimize the price risk assumed when forward-priced contracts are offered to the Company’s commodity suppliers. The Company’s futures and options contracts for corn are traded on the Chicago Board of Trade, while futures contracts for lean hogs are traded on the Chicago Mercantile Exchange. These are active markets with quoted prices available, and these contracts are classified as Level 1. The Company holds natural gas, diesel fuel, and pork swap contracts that are over-the-counter instruments classified as Level 2. The value of the natural gas and diesel fuel swap contracts is calculated using quoted prices from the New York Mercantile Exchange, and the value of the pork swap contracts are calculated using a futures implied U.S. Department of Agriculture estimated pork cut-out value. All derivatives are reviewed for potential credit risk and risk of nonperformance.
The Company’s financial assets and liabilities also include cash and cash equivalents, accounts and other receivables, accounts payable, and other liabilities, for which carrying value approximates fair value as they are generally short‑term in nature or otherwise expected to be settled at amounts that would not differ materially from fair value. The Company does not carry its long-term debt at fair value on the Consolidated Statements of Financial Position. The fair value of long-term debt, utilizing discounted cash flows (Level 2), was $2.5 billion as of April 26, 2026, and $2.6 billion as of October 26, 2025. See Note N - Long-term Debt and Other Borrowing Arrangements for additional information.
Nonrecurring Fair Value Measurements: The Company may be required to measure certain nonfinancial assets and liabilities including goodwill, intangible assets, equity method investments, and property, plant, and equipment at fair value on a nonrecurring basis.
During the quarter ended April 26, 2026, the Company recorded a $40.0 million secured promissory note receivable associated with the sale of the whole-bird turkey business. The Company determined the fair value of the note approximated face value at inception. Fair value was determined using discounted cash flows (Level 2).
There were no other material remeasurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the quarter and six months ended April 26, 2026, and April 27, 2025.
NOTE M - COMMITMENTS AND CONTINGENCIES
Commitments: During the quarter and six months ended April 26, 2026, there were no material changes outside the ordinary course of business to the purchase commitments and other commitments and guarantees last disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
Legal Proceedings: The Company is a party to various legal proceedings related to the ongoing operation of its business, including claims both by and against the Company. At any time, such proceedings typically involve claims related to product liability, labeling, contracts, antitrust regulations, intellectual property, competition laws, employment practices, or other actions brought by employees, customers, consumers, competitors, regulators, or suppliers. The Company establishes accruals for its potential exposure, as appropriate, for legal claims against the Company when losses become probable and reasonably estimable. The Company does not reduce these liabilities for potential insurance or third-party recoveries; the Company accrues for insurance or other third-party recoveries when applicable. Future developments or settlements are uncertain and may require the Company to change such accruals as proceedings progress.
Turkey Antitrust Litigation: Beginning in December 2019, a series of class action complaints were filed against the Company, as well as several other turkey-processing companies and a benchmarking service called Agri Stats, in the U.S. District Court for the Northern District of Illinois styled In re Turkey Antitrust Litigation. The plaintiffs allege, among other things, that from at least 2010 to 2017, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of turkey products—including through the use of Agri Stats—in violation of federal antitrust laws. The complaints on behalf of the classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees. Since the original filing, certain direct-action plaintiffs have opted out of class treatment and are proceeding with individual direct actions making similar claims, and others may do so in the future. The defendants' motions for summary judgment were submitted in January 2026. The summary judgment motions remain pending. On May 20, 2026, the court ordered that the first trial related to these matters (if required) will involve only the class of direct purchaser plaintiffs and commence on October 8, 2026. The Company has not recorded any liability for these
18
matters as it does not believe a loss is probable. The Company cannot reasonably estimate any reasonably possible loss. The Company believes that it has valid and meritorious defenses against the allegations.
Tax Proceedings: Two current Company subsidiaries organized in Brazil, Clean Field Comércio de Produtos de Alimentícios LTDA and Omamori Indústria de Alimentos LTDA, along with a former subsidiary, Talis Distribuidora de Alimentos LTDA, which are reported in the International segment, have received tax deficiency notices from the State of São Paulo Tax Authority Office alleging underpayment of ICMS and ICMS-ST taxes, which are similar to value added taxes, for multiple tax years. The subsidiaries have filed objections to appeal these notices, and the proceedings are in various stages of the administrative review process. Any adverse outcomes at the administrative level are expected to be eligible for further appeal through judicial processes. The Company has not recorded any liability relating to these assessments and cannot reasonably estimate any reasonably possible loss at this time.
Other Proceedings: While we cannot predict with certainty the results of other currently known legal proceedings against the Company, resolution of such matters, either individually or in the aggregate, is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.
NOTE N - LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Long-term Debt consists of:
In thousands | April 26, 2026 | October 26, 2025 | |||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through June 2051 Maturity Date | $ | $ | |||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through June 2030 Maturity Date | |||||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through June 2028 Maturity Date | |||||||||||
Senior Unsecured Notes with Interest at Interest Due Semi-annually through March 2027 Maturity Date | |||||||||||
| Unamortized Discount on Senior Notes | ( | ( | |||||||||
| Unamortized Debt Issuance Costs | ( | ( | |||||||||
| Finance Lease Liabilities | |||||||||||
| Other Financing Arrangements | |||||||||||
Total Debt | |||||||||||
| Less: Current Maturities of Long-term Debt | |||||||||||
| Long-term Debt Less Current Maturities | $ | $ | |||||||||
Senior Unsecured Notes: On March 8, 2024, the Company issued senior notes in an aggregate principal amount of $500.0 million due March 2027. The notes bear interest at a fixed rate of 4.800 % per annum. Interest accrues on the notes from March 8, 2024, and is payable semi-annually in arrears on March 30 and September 30 of each year, commencing September 30, 2024. The notes may be redeemed in whole or in part at any time at the applicable redemption prices. If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. During the second quarter of fiscal 2026, the notes were reclassified to Current Maturities of Long-term Debt.
On June 3, 2021, the Company issued $750.0 million aggregate principal amount of its 1.700 % notes due June 2028 (2028 Notes) and $600.0 million aggregate principal amount of its 3.050 % notes due June 2051 (2051 Notes). The notes may be redeemed in whole or in part at any time at the applicable redemption price. Interest accrues per annum at the stated rates and is paid semi-annually in arrears on June 3 and December 3 of each year, commencing December 3, 2021. Interest rate risk was hedged utilizing interest rate locks on the 2028 Notes and 2051 Notes. The Company lifted the hedges in conjunction with the issuance of these notes. See Note I - Derivatives and Hedging for additional information. If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101
On June 11, 2020, the Company issued senior notes in an aggregate principal amount of $1.0 billion due June 2030. The notes bear interest at a fixed rate of 1.800 % per annum, with interest paid semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2020. The notes may be redeemed in whole or in part at any time at the applicable redemption prices. If a change of control triggering event occurs, the Company must offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
19
Unsecured Revolving Credit Facility: On March 25, 2025, the Company entered into an unsecured revolving credit agreement with Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender, U.S. Bank National Association, JPMorgan Chase Bank, N.A., and BofA Securities, Inc., as syndication agents, and the lenders party thereto. The revolving credit agreement provides for an unsecured revolving credit facility with an aggregate principal commitment amount at any time outstanding of up to $750.0 million with an uncommitted increase option of an additional $375.0 million upon the satisfaction of certain conditions.
Interest on funds borrowed under the revolving credit agreement will be charged, depending on the applicable currency, at either a risk-free rate, as defined in the revolving credit agreement (with borrowings in U.S. dollars at the Term Secured Overnight Financing Rate) or a Eurocurrency rate for certain foreign currencies or a base rate with respect to U.S. dollars to be selected by the Company at the time of borrowing plus an applicable margin of 0.575 % to 1.160 % for Eurocurrency rate loans and 0.0 % to 0.160 % for base rate loans, depending on the Company’s debt rating issued by S&P and Moody’s. A variable fee of 0.050 % to 0.090 % is paid for the availability of this credit line. Extensions of credit under the facility may be made in the form of revolving loans, swing line loans, and letters of credit. The lending commitments under the agreement are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding. The Company had no
Debt Covenants: The Company is required by certain covenants in its debt agreements to maintain specified levels of financial ratios and financial position, including maintaining a minimum interest coverage ratio. As of April 26, 2026, the Company was in compliance with all covenants.
NOTE O - INCOME TAXES
The Company’s tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter. The effects of tax legislation are recognized in the period in which the law is enacted. The deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years the related temporary differences are anticipated to reverse.
The Company’s effective tax rate was 23.6 % and 22.0 % for the quarter ended April 26, 2026, and April 27, 2025, respectively. The Company’s effective tax rate was 23.0 % and 21.9 % for the six months ended April 26, 2026, and April 27, 2025, respectively. The increase in the effective tax rate in fiscal 2026 was primarily due to the impact of the whole-bird turkey transaction in the quarter ended April 26, 2026.
Unrecognized tax benefits, if recognized as of April 26, 2026, would impact the Company’s effective tax rate by $17.4 million compared to $16.4 million as of April 27, 2025. The Company includes accrued interest and penalties related to uncertain tax positions in Provision for Income Taxes, with immaterial expenses included during the quarters ended April 26, 2026, and April 27, 2025. The amount of accrued interest and penalties associated with unrecognized tax benefits was $3.2 million at April 26, 2026, and $2.8 million at April 27, 2025.
Tax Examinations: The Company is regularly audited by federal, state, and foreign taxing authorities.
The Company has elected to participate in the IRS Compliance Assurance Process (CAP) through fiscal 2027. The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return. The Company may elect to continue participating in CAP for future tax years; the Company may withdraw from the program at any time. Current fiscal years under IRS CAP examination are 2025 and 2026.
The Company is in various stages of audit by several state taxing authorities on a variety of fiscal years, as far back as 2019. While it is reasonably possible that one or more of these audits may be completed within the next 12 months and the related unrecognized tax benefits may change based on the status of the examinations, as of April 26, 2026, it was not possible to reasonably estimate the effect of any amount of such change to previously recorded uncertain tax positions.
The Company is subject to various examinations by foreign tax authorities. With limited exceptions, the Company is no longer subject to foreign tax examinations for fiscal years prior to 2018. See Note M - Commitments and Contingencies for additional information.
Tax Legislation: On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. OBBBA includes income tax provisions such as a permanent extension of certain provisions of the Tax Cuts and Jobs Act, elective deductions for domestic research and development, reinstatement of 100% first-year bonus depreciation, and modifications to the international tax framework. The Company assessed the provisions of OBBBA and determined the changes were not material to the Company's
20
tax provision, and does not expect the provisions to have a material impact on the Company's consolidated financial statements in future reporting periods.
The Organization for Economic Cooperation and Development published a framework for Pillar Two of the Global Anti-Base Erosion Rules, which is designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum tax of 15%. Many countries have enacted, or begun the process of enacting, laws based on the Pillar Two framework. The Company considered the applicable tax laws in relevant jurisdictions and concluded the impact of Pillar Two was not material to the Company's tax provision for the six months ended April 26, 2026. The Company will continue to evaluate the impact of such legislative changes but does not expect the new tax laws to have a material impact on the Company’s consolidated financial statements in future reporting periods.
NOTE P - EARNINGS PER SHARE DATA
The reported net earnings attributable to the Company were used when computing basic and diluted earnings per share. Diluted earnings per share was calculated using the treasury stock method. The shares used as the denominator for those computations are as follows:
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
Basic Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Dilutive Potential Common Shares | |||||||||||||||||||||||
Diluted Weighted-average Shares Outstanding | |||||||||||||||||||||||
| Antidilutive Potential Common Shares | |||||||||||||||||||||||
NOTE Q - SEGMENT REPORTING
Segment Results: The Company develops, processes, and distributes a wide array of food products in a variety of markets. The Company reports its results in the following three segments: Retail, Foodservice, and International.
The Retail segment consists primarily of the processing, marketing, and sale of food products sold predominantly in retail channels, including grocery stores, mass merchandisers, club stores, natural food chains, drug, dollar and discount chains, and e-commerce providers in the U.S. This segment also includes the results from the Company’s equity method investments in MegaMex Foods, LLC and Joy Topco, L.P.
The Foodservice segment consists primarily of the processing, marketing, and sale of food products to distributors and operators across a wide range of providers of food away from home, including restaurants, hospitality, healthcare, K-12, college and universities, and convenience stores in the U.S.
The International segment processes, markets, and sells the Company's products through retail and foodservice channels internationally. This segment also includes the results from the Company’s international joint ventures, equity method investments, and royalty arrangements, as well as operations in China and Brazil.
The results of each segment are regularly provided to the Company's Interim Chief Executive Officer, who is the chief operating decision maker (CODM). The CODM primarily uses net sales and segment profit to compare results to the prior year, annual operating plan, and periodic forecasts when evaluating segment performance and allocating resources.
The accounting policies of the segments are generally the same as those presented in Note A - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025. Intersegment sales are eliminated in consolidation and are not reviewed when evaluating segment performance. Segment profit also excludes unallocated general corporate expenses, deferred compensation, non-recurring expenses associated with the Transform and Modernize initiative, corporate restructuring plan costs, and interest and other income and expense. Equity in Earnings of Affiliates is included in segment profit; however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded.
21
Segment results, including the significant expense categories regularly provided to the CODM, are provided below. Certain portions of these expenses are retained at the corporate level and are presented in Net Unallocated Expense. The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets. The Company does not represent that these segments, if operated independently, would report the profit and other financial information shown.
| Quarter Ended April 26, 2026 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ||||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
| Quarter Ended April 27, 2025 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ||||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
Six Months Ended April 26, 2026 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ||||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
Six Months Ended April 27, 2025 | ||||||||||||||||||||||||||
| In thousands | Retail | Foodservice | International | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||||||||
| Cost of Products Sold | ||||||||||||||||||||||||||
| Selling, General, and Administrative | ||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | ||||||||||||||||||||||||||
| Noncontrolling Interest (Earnings) Loss | ||||||||||||||||||||||||||
| Segment Profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Unallocated Expense | ||||||||||||||||||||||||||
| Noncontrolling Interest Earnings (Loss) | ( | |||||||||||||||||||||||||
| Earnings Before Income Taxes | $ | |||||||||||||||||||||||||
22
The Company’s CODM reviews assets and capital expenditures at a consolidated level and does not use assets by segment to evaluate performance or allocate resources. Therefore, the Company does not disclose these measures by segment. Depreciation and amortization expense is included in the measure of segment profit and disclosed below.
| In thousands | Quarter Ended | Six Months Ended | ||||||||||||||||||||||||
| April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||||||||||||
| Retail | $ | $ | $ | $ | ||||||||||||||||||||||
| Foodservice | ||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total Depreciation and Amortization | $ | $ | $ | $ | ||||||||||||||||||||||
Disaggregated Revenues: The Company’s products primarily consist of meat and other food products. Total revenue contributed by classes of similar products are:
| Quarter Ended | Six Months Ended | |||||||||||||||||||||||||
| In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | ||||||||||||||||||||||
| Perishable | $ | $ | $ | $ | ||||||||||||||||||||||
| Shelf-stable | ||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
Perishable includes fresh meats, frozen items, refrigerated meal solutions, bacon, sausages, hams, guacamole, and other items that require refrigeration. Shelf-stable includes canned luncheon meats, nut butters, snack nuts, chili, shelf-stable microwaveable meals, hash, stews, tortillas, salsas, tortilla chips, and other items that do not require refrigeration.
NOTE R - RESTRUCTURING
The Company is undertaking a corporate restructuring plan designed to reduce administrative expenses, improve efficiencies, and align its workforce to the Company’s future needs, while enabling continued investment in the Company’s growth. The restructuring includes a voluntary early retirement program for certain groups of employees, the closing of certain open roles, involuntary role reductions, and making select changes to benefit programs. The Company expects to incur restructuring charges of approximately $22.0 million for one-time pension benefits, cash severance payments, other employee benefit costs, and professional fees. The charges were primarily recognized in the fourth quarter of fiscal 2025 and the first quarter of fiscal 2026. Of the estimated charges, the Company expects that approximately $9.0 million will be cash expenditures during fiscal 2026.
The Company recognized $0.1 million and $8.5 million of costs associated with restructuring activities during the second quarter and first six months of fiscal 2026. There were no A summary of these costs by type is as follows:
| In thousands | Location on Consolidated Statements of Operations | Quarter Ended April 26, 2026 | Six Months Ended April 26, 2026 | Total Plan Costs | ||||||||||
| Cash Severance | Selling, General, and Administrative | $ | $ | $ | ||||||||||
| Employee Benefits | Selling, General, and Administrative | |||||||||||||
| Professional Fees | Selling, General, and Administrative | |||||||||||||
| Pension Benefits | Other Income (Expense), Net | |||||||||||||
| Total Restructuring Costs | $ | $ | $ | |||||||||||
The liability for cash severance and employee benefits was recorded in Employee-related Expenses and the liability for professional fees was recorded in Accounts Payable. The reconciliation of the beginning and ending liability balances showing activity during the year is as follows:
| In thousands | Cash Severance | Employee Benefits | Professional Fees | Total | |||||||||||||
Liability Balances at October 26, 2025 | $ | $ | $ | $ | |||||||||||||
| Costs Incurred and Charged to Expense | |||||||||||||||||
| Costs Paid or Otherwise Settled | ( | ( | ( | ( | |||||||||||||
Liability Balances at April 26, 2026 | $ | $ | $ | $ | |||||||||||||
23
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
The Company is a global manufacturer and marketer of branded food products and remains focused on driving long-term growth through a balanced business model, a diverse portfolio, and a commitment to creating value for all stakeholders. The Company’s three reportable segments, Retail, Foodservice, and International, are described in Note Q - Segment Reporting in the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
The Company discloses certain measures not defined by United States (U.S.) Generally Accepted Accounting Principles (GAAP), including organic volume, organic net sales, adjusted selling, general and administrative (SG&A), adjusted SG&A as a percent of net sales, adjusted earnings before income taxes, and adjusted diluted earnings per share. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. For additional information and reconciliations to the most closely comparable measures calculated in accordance with GAAP, see the "Non-GAAP Measures" section of this Item.
Diluted earnings per share was $0.29 for the second quarter of fiscal 2026, down 12 percent compared to the same period last year. Adjusted diluted earnings per share for the second quarter of fiscal 2026 was $0.40, up 14 percent compared to the same period last year. Significant factors impacting the quarter are listed below. All comparisons are to the same period of the prior year unless otherwise noted.
•Net sales for the second quarter of fiscal 2026 increased 3 percent. Organic net sales increased 3 percent with growth across the Foodservice, International, and Retail segments.
•Total segment profit for the second quarter of fiscal 2026 increased 13 percent. Segment profit increased in the Retail, Foodservice, and International segments.
◦The increase in Retail segment profit was due to higher net sales, improved performance across the turkey manufacturing network, and lower SG&A. These benefits were partially offset by inflationary pressures in the logistics network.
◦The increase in Foodservice segment profit was driven primarily by net sales performance, which benefited from market-based pricing actions and modest volume growth. Segment profit also benefited from improved performance across the turkey manufacturing network.
◦The increase in International segment profit was primarily due to strong export performance and growth in China.
•Earnings before income taxes for the second quarter of fiscal 2026 decreased 11 percent, which was negatively impacted by the $61 million loss on the sale of the whole-bird turkey business. Adjusted earnings before income taxes increased 14 percent, as higher net sales and improved performance across the turkey manufacturing network were partially offset by higher logistics expenses.
•The pre-tax impact of non-recurring expenses related to the loss on the sale of the whole-bird turkey business and the Company’s Transform and Modernize (T&M) initiative in the second quarter of fiscal 2026 were $77 million, which was primarily recorded in SG&A.
Cash flow from operations was $528 million for the first six months of fiscal 2026, a 44 percent increase primarily due to the impact of an inventory build in the second quarter of fiscal 2025.
Entering the second half of fiscal 2026, the external environment remains dynamic, with continued volatility associated with macroeconomic and geopolitical conditions. The Company is actively working to mitigate the impact of these conditions. However, continued pressure from the external environment, at a level greater than expected, could have an adverse impact on results of operations.
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Consolidated Results
Volume, Net Sales, Earnings, and Diluted Earnings Per Share
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands, except per share amounts | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 987,852 | 999,390 | (1.2) | 2,001,616 | 2,054,698 | (2.6) | |||||||||||||||||||||||||||||
Organic Volume (lbs.) | 987,852 | 995,400 | (0.8) | 2,001,616 | 2,049,205 | (2.3) | |||||||||||||||||||||||||||||
| Net Sales | $ | 2,972,600 | $ | 2,898,810 | 2.5 | $ | 5,999,917 | $ | 5,887,623 | 1.9 | |||||||||||||||||||||||||
Organic Net Sales | 2,972,600 | 2,877,957 | 3.3 | 5,999,917 | 5,858,235 | 2.4 | |||||||||||||||||||||||||||||
Net Earnings Attributable to Hormel Foods Corporation | 157,474 | 180,017 | (12.5) | 339,274 | 350,592 | (3.2) | |||||||||||||||||||||||||||||
| Diluted Earnings Per Share | 0.29 | 0.33 | (12.1) | 0.62 | 0.64 | (3.1) | |||||||||||||||||||||||||||||
Adjusted Diluted Earnings Per Share | 0.40 | 0.35 | 14.3 | 0.74 | 0.70 | 5.7 | |||||||||||||||||||||||||||||
Volume and Net Sales
Net Sales increased and volume decreased for the second quarter and first six months of fiscal 2026 compared to the prior year.
For the second quarter of fiscal 2026, each segment contributed to organic net sales growth. Strong enterprise performance across the turkey portfolio, Foodservice customized solutions business, contract manufacturing, the pepperoni portfolio, and Applegate® products were key drivers of organic net sales growth.
For the second quarter of fiscal 2026, organic volume increased marginally in the International and Foodservice segments and declined in the Retail segment, primarily driven by the strategic exit from select non-core private label snack nut items.
For the first six months of fiscal 2026, net sales growth in the Foodservice and International segments offset declines in the Retail segment. Strong enterprise performance across the turkey portfolio, Foodservice customized solutions business, premium prepared proteins, the pepperoni portfolio, and contract manufacturing were key drivers of organic net sales growth. For the first six months of fiscal 2026, volume grew in the Foodservice and International segments and declined in the Retail segment.
In fiscal 2026, the Company expects net sales growth, which assumes growth across a broad range of categories, increased brand support, and market-based pricing actions. Risks to this outlook include slowing consumer demand and commodity price fluctuations.
Cost of Products Sold
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Cost of Products Sold | $ | 2,454,093 | $ | 2,414,377 | 1.6 | $ | 5,011,835 | $ | 4,927,957 | 1.7 | |||||||||||||||||||||||||
Cost of products sold increased for the second quarter and first six months of fiscal 2026. Higher commodity input costs and higher logistics expenses were partially offset by improved performance in the turkey manufacturing network.
On a per pound basis, cost of products sold for the second quarter and first six months of fiscal 2026 increased compared to the prior year.
Gross Profit
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Gross Profit | $ | 518,507 | $ | 484,433 | 7.0 | $ | 988,082 | $ | 959,666 | 3.0 | |||||||||||||||||||||||||
| Percent of Net Sales | 17.4 | % | 16.7 | % | 16.5 | % | 16.3 | % | |||||||||||||||||||||||||||
For the second quarter and first six months of fiscal 2026, gross profit as a percent of net sales increased. Gross profit as a percent of net sales increased for the Retail, Foodservice, and International segments compared to the prior year.
25
Selling, General, and Administrative (SG&A)
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| SG&A | $ | 318,624 | $ | 251,432 | 26.7 | $ | 560,322 | $ | 514,445 | 8.9 | |||||||||||||||||||||||||
| Percent of Net Sales | 10.7 | % | 8.7 | % | 9.3 | % | 8.7 | % | |||||||||||||||||||||||||||
Adjusted SG&A | $ | 243,416 | $ | 237,657 | 2.4 | $ | 481,828 | $ | 475,138 | 1.4 | |||||||||||||||||||||||||
Adjusted Percent of Net Sales | 8.2 | % | 8.2 | % | 8.0 | % | 8.1 | % | |||||||||||||||||||||||||||
For the second quarter of fiscal 2026, SG&A and SG&A as a percent of net sales increased, driven primarily by the loss on the sale of the whole-bird turkey business. Adjusted SG&A increased, driven primarily by increased expenses related to legal matters. Adjusted SG&A as a percent of net sales was flat to the prior year.
For the first six months of fiscal 2026, SG&A and SG&A as a percent of net sales increased, due to the loss on the sale of the whole-bird turkey business, partially offset by the gain on the sale of Justin's, LLC and lapping the loss on the sale of a non-core sow operation. Adjusted SG&A increased, driven primarily by increased expenses related to legal matters. Adjusted SG&A as a percent of net sales was comparable to the prior year.
Advertising investments in the second quarter of fiscal 2026 were $34 million, a decrease of 7 percent compared to the prior year. Advertising investments in the first six months of fiscal 2026 were $75 million, down 6 percent compared to the prior year. The declines were partially due to the timing of advertising campaigns. In fiscal 2026, the Company intends to increase advertising expense as it continues to invest in its priority brands.
Equity in Earnings of Affiliates
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Equity in Earnings of Affiliates | $ | 17,229 | $ | 15,350 | 12.2 | $ | 33,049 | $ | 31,461 | 5.0 | |||||||||||||||||||||||||
Equity in earnings of affiliates for the second quarter and first six months of fiscal 2026 increased driven by the results of MegaMex Foods, LLC.
Interest Income, Interest Expense, and Other Income (Expense), Net
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
Interest Income | $ | 6,479 | $ | 6,176 | 4.9 | $ | 13,007 | $ | 13,719 | (5.2) | |||||||||||||||||||||||||
| Interest Expense | 19,822 | 19,516 | 1.6 | 39,550 | 38,977 | 1.5 | |||||||||||||||||||||||||||||
Other Income (Expense), Net | 2,294 | (4,523) | 150.7 | 6,109 | (2,862) | 313.5 | |||||||||||||||||||||||||||||
Interest income increased in the second quarter as higher average cash balances more than offset the impact of declining interest rates. For the first six months of fiscal 2026, interest income decreased, as lower interest rates more than offset the benefit of modestly higher cash balances. Other income increased in the second quarter and first six months of fiscal 2026, primarily driven by the investment gains within the rabbi trust.
Effective Tax Rate
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | ||||||||||||||||||||
| Effective Tax Rate | 23.6 | % | 22.0 | % | 23.0 | % | 21.9 | % | |||||||||||||||
The effective tax rate in the second quarter of fiscal 2026 was 23.6% compared to 22.0% for the prior year, primarily due to the impact of the whole-bird turkey transaction in the second quarter of fiscal 2026. For additional information, refer to Note O - Income Taxes of the Notes to the Consolidated Financial Statements.
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The effective tax rate for fiscal 2026 is expected to be between 21.5 and 22.5 percent.
Segment Results
Net sales and segment profit for each of the Company’s reportable segments are set forth below. The Company does not allocate deferred compensation, non-recurring expenses associated with the T&M initiative, corporate restructuring plan costs, gains or losses on the sale of businesses, and interest and other income and expense to its segments when measuring performance. The Company also retains various other income and expenses at the corporate level. Equity in earnings of affiliates is included in segment profit; however, earnings attributable to the Company’s corporate venturing investments and noncontrolling interests are excluded. These items are included below as Net Unallocated Expense and Noncontrolling Interest when reconciling to Earnings Before Income Taxes.
The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations, and sharing of assets. Therefore, the Company does not represent that these segments, if operated independently, would report the profit and other financial information shown below.
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||||||||||||||
| Retail | $ | 1,789,665 | $ | 1,783,835 | 0.3 | $ | 3,637,471 | $ | 3,673,968 | (1.0) | |||||||||||||||||||||||||
| Foodservice | 996,711 | 936,442 | 6.4 | 1,994,937 | 1,866,627 | 6.9 | |||||||||||||||||||||||||||||
| International | 186,225 | 178,533 | 4.3 | 367,509 | 347,028 | 5.9 | |||||||||||||||||||||||||||||
Total Net Sales | $ | 2,972,600 | $ | 2,898,810 | 2.5 | $ | 5,999,917 | $ | 5,887,623 | 1.9 | |||||||||||||||||||||||||
| Segment Profit | |||||||||||||||||||||||||||||||||||
| Retail | $ | 155,640 | $ | 137,135 | 13.5 | $ | 251,829 | $ | 256,281 | (1.7) | |||||||||||||||||||||||||
| Foodservice | 155,784 | 140,633 | 10.8 | 312,325 | 279,459 | 11.8 | |||||||||||||||||||||||||||||
| International | 22,135 | 18,407 | 20.3 | 45,046 | 39,252 | 14.8 | |||||||||||||||||||||||||||||
Total Segment Profit | 333,559 | 296,175 | 12.6 | 609,200 | 574,992 | 5.9 | |||||||||||||||||||||||||||||
Net Unallocated Expense | 127,400 | 65,411 | 94.8 | 168,698 | 126,111 | 33.8 | |||||||||||||||||||||||||||||
Noncontrolling Interest | (96) | (275) | 65.2 | (127) | (320) | 60.3 | |||||||||||||||||||||||||||||
Earnings Before Income Taxes | $ | 206,063 | $ | 230,489 | (10.6) | $ | 440,375 | $ | 448,561 | (1.8) | |||||||||||||||||||||||||
Retail
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 663,009 | 677,277 | (2.1) | 1,356,893 | 1,414,162 | (4.0) | |||||||||||||||||||||||||||||
Organic Volume (lbs.) | 663,009 | 673,625 | (1.6) | 1,356,893 | 1,409,097 | (3.7) | |||||||||||||||||||||||||||||
| Net Sales | $ | 1,789,665 | $ | 1,783,835 | 0.3 | $ | 3,637,471 | $ | 3,673,968 | (1.0) | |||||||||||||||||||||||||
Organic Net Sales | 1,789,665 | 1,765,281 | 1.4 | 3,637,471 | 3,647,493 | (0.3) | |||||||||||||||||||||||||||||
| Segment Profit | 155,640 | 137,135 | 13.5 | 251,829 | 256,281 | (1.7) | |||||||||||||||||||||||||||||
Organic net sales grew in the second quarter of fiscal 2026, as strong performance in Jennie-O® ground turkey was partially offset by the strategic exit from select non-core private label snack nut items. Other priority brands such as Applegate® natural and organic meats, Hormel® Black Label® bacon, the Herdez® portfolio, and Hormel Gatherings® party trays contributed to net sales growth in the quarter. For the first six months of fiscal 2026, organic net sales was comparable to prior year, as strong performance in Jennie-O® ground turkey was offset by the strategic exit from select non-core private label snack nut items.
Retail segment profit increased in the second quarter of fiscal 2026 as higher net sales, improved performance across the turkey manufacturing network, and lower SG&A were partially offset by inflationary pressures in the logistics network. Segment profit decreased in the first six months of fiscal 2026 due to lower sales and higher logistics expenses which were partially offset by improved performance across the turkey manufacturing network and favorable SG&A.
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Foodservice
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 244,307 | 242,595 | 0.7 | 488,726 | 486,449 | 0.5 | |||||||||||||||||||||||||||||
Organic Volume (lbs.) | 244,307 | 242,293 | 0.8 | 488,726 | 486,070 | 0.5 | |||||||||||||||||||||||||||||
| Net Sales | $ | 996,711 | $ | 936,442 | 6.4 | $ | 1,994,937 | $ | 1,866,627 | 6.9 | |||||||||||||||||||||||||
Organic Net Sales | 996,711 | 934,704 | 6.6 | 1,994,937 | 1,864,383 | 7.0 | |||||||||||||||||||||||||||||
| Segment Profit | 155,784 | 140,633 | 10.8 | 312,325 | 279,459 | 11.8 | |||||||||||||||||||||||||||||
Organic net sales growth in the Foodservice segment was broad-based in the second quarter and first six months of fiscal 2026. Organic volume also increased in both periods. Net sales growth for the second quarter and first six months of fiscal 2026 was primarily driven by the customized solutions business, branded pepperoni, and premium prepared proteins. For the first six months of fiscal 2026, notable branded products, including Austin Blues® smoked meats, Hormel® Natural Choice® meats, Fontanini® Italian meats, and Jennie-O® turkey, delivered strong net sales results.
Segment profit increased for the second quarter and first six months of fiscal 2026, primarily driven by net sales performance, which benefited from market-based pricing actions and modest volume growth, despite a challenging operating environment. Segment profit also benefited from improved performance across the turkey manufacturing network.
The Foodservice segment continued to benefit from an extensive range of solutions-based products, its direct-selling organization, and a diverse channel presence during the second quarter and first six months of fiscal 2026.
International
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | % Change | April 26, 2026 | April 27, 2025 | % Change | |||||||||||||||||||||||||||||
| Volume (lbs.) | 80,536 | 79,518 | 1.3 | 155,997 | 154,087 | 1.2 | |||||||||||||||||||||||||||||
| Organic Volume (lbs.) | 80,536 | 79,482 | 1.3 | 155,997 | 154,038 | 1.3 | |||||||||||||||||||||||||||||
| Net Sales | $ | 186,225 | $ | 178,533 | 4.3 | $ | 367,509 | $ | 347,028 | 5.9 | |||||||||||||||||||||||||
| Organic Net Sales | 186,225 | 177,972 | 4.6 | 367,509 | 346,358 | 6.1 | |||||||||||||||||||||||||||||
| Segment Profit | 22,135 | 18,407 | 20.3 | 45,046 | 39,252 | 14.8 | |||||||||||||||||||||||||||||
For the International segment, organic volume and organic net sales grew in the second quarter and first six months of fiscal 2026. Organic net sales growth was driven by strong results from SPAM® luncheon meat exports and the China business.
International segment profit increased in the second quarter and the first six months of fiscal 2026, primarily due to strong export performance and growth in China.
Unallocated Income and Expense
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
In thousands | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Net Unallocated Expense | $ | 127,400 | $ | 65,411 | $ | 168,698 | $ | 126,111 | |||||||||||||||
| Noncontrolling Interest | (96) | (275) | (127) | (320) | |||||||||||||||||||
For the second quarter of fiscal 2026, net unallocated expense increased primarily due to the loss on the sale of the whole-bird turkey business. For the first six months of fiscal 2026, net unallocated expense increased as the loss on the sale of the whole-bird turkey business, expenses associated with the corporate restructuring plan, and expenses for a consulting agreement with a former executive (Consulting Agreement). These expenses were partially offset by the gain on the sale of the controlling equity interest in Justin’s, LLC and lapping the loss on the sale of a non-core sow operation in fiscal 2025.
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Related Party Transactions
There has been no material change in the information regarding Related Party Transactions as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
Non-GAAP Measures
This report includes measures of financial performance that are not defined by GAAP. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. These measures may also be used when making decisions regarding resource allocation and in determining incentive compensation. The Company believes these non-GAAP measures provide useful information to investors because they aid analysis and understanding of the Company’s results and business trends relative to past performance and the Company’s competitors. Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance. These non-GAAP measures are not calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies.
Transform and Modernize (T&M) Initiative
In the fourth quarter of fiscal 2023, the Company announced a multi-year T&M initiative. In presenting non-GAAP measures, the Company adjusts for (i.e., excludes) expenses for this initiative that are non-recurring, which are primarily project-based external consulting fees and expenses related to supply chain and portfolio optimization (e.g., asset write-offs, severance, or relocation-related costs). The Company believes that non-recurring costs associated with the T&M initiative are not reflective of the Company’s ongoing operating cost structure; therefore, the Company is excluding these discrete costs. The Company does not adjust for (i.e., does not exclude) certain costs related to the T&M initiative that are expected to continue after the project ends, such as software license fees and internal employee expenses, because those costs are considered ongoing in nature as a component of normal operating costs. The Company also does not adjust for savings realized through the T&M initiative as these are considered ongoing in nature and reflective of expected future operating performance.
Gain or Loss on Sale of Business
In the second quarter of fiscal 2026, the Company completed the sale of its whole-bird turkey business, resulting in a loss on the sale. In the first quarter of fiscal 2026, the Company sold 51% of its equity interest in Justin's, LLC, resulting in a gain on the sale. In the first quarter of fiscal 2025, the Company sold Mountain Prairie, LLC, a non-core sow operation, resulting in a loss on the sale. The Company believes the one-time impacts from these sales are not reflective of the Company’s ongoing operating cost structure, are not indicative of the Company’s core operating performance, and are not meaningful when comparing the Company’s operating performance against that of prior periods. Thus, the Company has adjusted for (i.e., excluded) these impacts.
Legal Matters
From time to time, the Company receives proceeds or incurs expenses related to discrete legal matters that the Company believes are not indicative of the Company’s core operating performance, do not reflect expected future operating income or costs, and are not meaningful when comparing the Company’s operating performance against that of prior periods. The Company adjusts for (i.e., excludes) these impacts.
Litigation Settlements
In fiscal 2025, the Company entered into a settlement agreement with certain plaintiffs in an antitrust lawsuit. See Note K - Commitments and Contingencies of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025, for additional information.
Corporate Restructuring Plan
In the fourth quarter of fiscal 2025, the Company commenced a corporate restructuring plan, the focus of which is to reduce administrative expenses, improve efficiencies, and align the workforce to the Company’s future needs, while enabling continued investment in the Company’s growth. The costs incurred to execute the corporate restructuring plan and the charges incurred under the program are primarily related to severance and employee benefit costs. Because the Company believes certain charges incurred under the corporate restructuring plan do not reflect future operating costs and are not meaningful when comparing the Company's operating performance against that of prior periods, the Company adjusts for (i.e., excludes) these impacts. See Note R - Restructuring of the Notes to the Consolidated Financial Statements for additional information.
Consulting Agreement
On October 27, 2025, the Company entered into an agreement with its former Chief Executive Officer (CEO), pursuant to which the former CEO is expected to provide consulting services to the Company until April 2027. Consulting costs related to the agreement include cash and share-based compensation, which were primarily recognized in the first quarter of fiscal 2026. The Company believes non-recurring costs associated with the Consulting Agreement are not reflective of the
29
Company’s ongoing operating cost structure, are not indicative of the Company’s core operating performance, and are not meaningful when comparing the Company’s operating performance against that of prior periods; therefore, the Company is excluding these discrete costs.
The tables below show the calculations to reconcile from the GAAP measures to the non-GAAP measures presented in this Quarterly Report on Form 10-Q. The tax provision expense or benefit of each of the pre-tax items excluded from the Company's GAAP results was computed based on the facts and tax implications associated with each item.
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| In thousands, except per share amounts | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
| Cost of Products Sold (GAAP) | $ | 2,454,093 | $ | 2,414,377 | $ | 5,011,835 | $ | 4,927,957 | |||||||||||||||
Transform and Modernize Initiative(1) | (1,393) | (2,777) | (1,774) | (2,963) | |||||||||||||||||||
| Adjusted Cost of Products Sold (Non-GAAP) | $ | 2,452,701 | $ | 2,411,600 | $ | 5,010,061 | $ | 4,924,994 | |||||||||||||||
| SG&A (GAAP) | $ | 318,624 | $ | 251,432 | $ | 560,322 | $ | 514,445 | |||||||||||||||
Transform and Modernize Initiative(2) | (14,113) | (13,775) | (24,656) | (27,743) | |||||||||||||||||||
| Gain (Loss) on Sale of Business | (61,040) | — | (37,532) | (11,324) | |||||||||||||||||||
| Corporate Restructuring Plan | (55) | — | (8,531) | — | |||||||||||||||||||
| Consulting Agreement | — | — | (7,775) | — | |||||||||||||||||||
| Litigation Settlements | — | — | — | (240) | |||||||||||||||||||
| Adjusted SG&A (Non-GAAP) | $ | 243,416 | $ | 237,657 | $ | 481,828 | $ | 475,138 | |||||||||||||||
| Operating Income (GAAP) | $ | 217,112 | $ | 248,352 | $ | 460,809 | $ | 476,682 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 15,506 | 16,552 | 26,430 | 30,706 | |||||||||||||||||||
| (Gain) Loss on Sale of Business | 61,040 | — | 37,532 | 11,324 | |||||||||||||||||||
| Corporate Restructuring Plan | 55 | — | 8,531 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 7,775 | — | |||||||||||||||||||
| Litigation Settlements | — | — | — | 240 | |||||||||||||||||||
| Adjusted Operating Income (Non-GAAP) | $ | 293,713 | $ | 264,903 | $ | 541,077 | $ | 518,952 | |||||||||||||||
| Earnings Before Income Taxes (GAAP) | $ | 206,063 | $ | 230,489 | $ | 440,375 | $ | 448,561 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 15,506 | 16,552 | 26,430 | 30,706 | |||||||||||||||||||
| (Gain) Loss on Sale of Business | 61,040 | — | 37,532 | 11,324 | |||||||||||||||||||
| Corporate Restructuring Plan | 55 | — | 8,531 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 7,775 | — | |||||||||||||||||||
| Litigation Settlements | — | — | — | 240 | |||||||||||||||||||
| Adjusted Earnings Before Income Taxes (Non-GAAP) | $ | 282,664 | $ | 247,040 | $ | 520,643 | $ | 490,831 | |||||||||||||||
| Provision for Income Taxes (GAAP) | $ | 48,685 | $ | 50,747 | $ | 101,227 | $ | 98,289 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 3,799 | 3,641 | 6,475 | 6,727 | |||||||||||||||||||
| (Gain) Loss on Sale of Business | 9,982 | — | 4,223 | 2,469 | |||||||||||||||||||
| Corporate Restructuring Plan | 13 | — | 2,090 | — | |||||||||||||||||||
| Consulting Agreement | — | — | — | — | |||||||||||||||||||
| Litigation Settlements | — | — | — | 52 | |||||||||||||||||||
| Adjusted Provision for Income Taxes (Non-GAAP) | $ | 62,480 | $ | 54,388 | $ | 114,016 | $ | 107,537 | |||||||||||||||
| Net Earnings Attributable to Hormel Foods Corporation (GAAP) | $ | 157,474 | $ | 180,017 | $ | 339,274 | $ | 350,592 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 11,707 | 12,910 | 19,955 | 23,979 | |||||||||||||||||||
| (Gain) Loss on Sale of Business | 51,058 | — | 33,309 | 8,855 | |||||||||||||||||||
| Corporate Restructuring Plan | 41 | — | 6,441 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 7,775 | — | |||||||||||||||||||
| Litigation Settlements | — | — | — | 188 | |||||||||||||||||||
| Adjusted Net Earnings Attributable to Hormel Foods Corporation (Non-GAAP) | $ | 220,280 | $ | 192,928 | $ | 406,754 | $ | 383,615 | |||||||||||||||
30
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| In thousands, except per share amounts | April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | |||||||||||||||||||
Diluted Earnings Per Share (GAAP) | $ | 0.29 | $ | 0.33 | $ | 0.62 | $ | 0.64 | |||||||||||||||
Transform and Modernize Initiative(1)(2) | 0.02 | 0.02 | 0.04 | 0.04 | |||||||||||||||||||
| (Gain) Loss on Sale of Business | 0.09 | — | 0.06 | 0.02 | |||||||||||||||||||
| Corporate Restructuring Plan | — | — | 0.01 | — | |||||||||||||||||||
| Consulting Agreement | — | — | 0.01 | — | |||||||||||||||||||
| Litigation Settlements | — | — | — | — | |||||||||||||||||||
Adjusted Diluted Earnings Per Share (Non-GAAP) | $ | 0.40 | $ | 0.35 | $ | 0.74 | $ | 0.70 | |||||||||||||||
| Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| April 26, 2026 | April 27, 2025 | April 26, 2026 | April 27, 2025 | ||||||||||||||||||||
| SG&A as a Percent of Net Sales (GAAP) | 10.7 | % | 8.7 | % | 9.3 | % | 8.7 | % | |||||||||||||||
Transform and Modernize Initiative(2) | (0.5) | (0.5) | (0.4) | (0.5) | |||||||||||||||||||
| Gain (Loss) on Sale of Business | (2.1) | — | (0.6) | (0.2) | |||||||||||||||||||
| Corporate Restructuring Plan | — | — | (0.1) | — | |||||||||||||||||||
| Consulting Agreement | — | — | (0.1) | — | |||||||||||||||||||
| Litigation Settlements | — | — | — | — | |||||||||||||||||||
| Adjusted SG&A as a Percent of Net Sales (Non-GAAP) | 8.2 | % | 8.2 | % | 8.0 | % | 8.1 | % | |||||||||||||||
(1) Comprised primarily of asset write-offs and severance related to supply chain and portfolio optimization.
(2) Comprised primarily of project-based external consulting fees.
ORGANIC VOLUME AND ORGANIC NET SALES (NON-GAAP)
The non-GAAP measures of organic volume and organic net sales are presented to provide investors with additional information to facilitate the comparison of past and present operations. Organic volume and organic net sales exclude the impact of the sale of the Company's controlling equity interest in Justin's, LLC in the first quarter of fiscal 2026.
| Quarter Ended | |||||||||||||||||||||||||||||
| April 26, 2026 | April 27, 2025 | ||||||||||||||||||||||||||||
| In thousands | GAAP | GAAP | Divestiture | Non-GAAP Organic | Non-GAAP % Change | ||||||||||||||||||||||||
| Volume (lbs.) | |||||||||||||||||||||||||||||
| Retail | 663,009 | 677,277 | (3,652) | 673,625 | (1.6) | ||||||||||||||||||||||||
| Foodservice | 244,307 | 242,595 | (302) | 242,293 | 0.8 | ||||||||||||||||||||||||
| International | 80,536 | 79,518 | (36) | 79,482 | 1.3 | ||||||||||||||||||||||||
| Total Volume (lbs.) | 987,852 | 999,390 | (3,990) | 995,400 | (0.8) | ||||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||||||||
| Retail | $ | 1,789,665 | $ | 1,783,835 | $ | (18,554) | $ | 1,765,281 | 1.4 | ||||||||||||||||||||
| Foodservice | 996,711 | 936,442 | (1,738) | 934,704 | 6.6 | ||||||||||||||||||||||||
| International | 186,225 | 178,533 | (561) | 177,972 | 4.6 | ||||||||||||||||||||||||
| Total Net Sales | $ | 2,972,600 | $ | 2,898,810 | $ | (20,853) | $ | 2,877,957 | 3.3 | ||||||||||||||||||||
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| Six Months Ended | |||||||||||||||||||||||||||||
| April 26, 2026 | April 27, 2025 | ||||||||||||||||||||||||||||
| In thousands | GAAP | GAAP | Divestiture | Non-GAAP Organic | Non-GAAP % Change | ||||||||||||||||||||||||
| Volume (lbs.) | |||||||||||||||||||||||||||||
| Retail | 1,356,893 | 1,414,162 | (5,065) | 1,409,097 | (3.7) | ||||||||||||||||||||||||
| Foodservice | 488,726 | 486,449 | (379) | 486,070 | 0.5 | ||||||||||||||||||||||||
| International | 155,997 | 154,087 | (49) | 154,038 | 1.3 | ||||||||||||||||||||||||
| Total Volume (lbs.) | 2,001,616 | 2,054,698 | (5,493) | 2,049,205 | (2.3) | ||||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||||||||
| Retail | $ | 3,637,471 | $ | 3,673,968 | $ | (26,474) | $ | 3,647,493 | (0.3) | ||||||||||||||||||||
| Foodservice | 1,994,937 | 1,866,627 | (2,244) | 1,864,383 | 7.0 | ||||||||||||||||||||||||
| International | 367,509 | 347,028 | (670) | 346,358 | 6.1 | ||||||||||||||||||||||||
| Total Net Sales | $ | 5,999,917 | $ | 5,887,623 | $ | (29,389) | $ | 5,858,235 | 2.4 | ||||||||||||||||||||
LIQUIDITY AND CAPITAL RESOURCES
When assessing its liquidity and capital resources, the Company evaluates cash and cash equivalents, short-term and long-term investments, income from operations, and borrowing capacity.
Cash Flow Highlights
| Six Months Ended | |||||||||||
In thousands | April 26, 2026 | April 27, 2025 | |||||||||
Cash and Cash Equivalents at End of Period | $ | 826,750 | $ | 669,688 | |||||||
| Cash Provided by (Used in) Operating Activities | 528,153 | 365,646 | |||||||||
| Cash Provided by (Used in) Investing Activities | (50,742) | (138,668) | |||||||||
| Cash Provided by (Used in) Financing Activities | (325,416) | (292,629) | |||||||||
| Increase (Decrease) in Cash and Cash Equivalents | 156,072 | (72,193) | |||||||||
Cash and cash equivalents increased $156 million during the first six months of fiscal 2026. Cash provided by operating activities was sufficient to cover dividend payments and capital expenditures. The Company also benefited from proceeds from the sale of businesses. During the first six months of fiscal 2025, cash and cash equivalents decreased $72 million as the Company utilized cash on hand to make additional purchases of inventory, capital assets, and energy tax credits as well as fund regular dividend payments. Additional details related to significant drivers of cash flows are provided below.
Cash Provided by (Used in) Operating Activities
•Cash flows from operating activities were impacted by changes in operating assets and liabilities.
–Accounts payable and accrued expenses decreased $59 million and $77 million during the first six months of fiscal 2026 and fiscal 2025, respectively. These decreases were driven by annual incentive payments and livestock and feed deferral payments, which were partially offset by higher marketing accruals. The decrease in fiscal 2026 was also due to the general timing of invoice payments and the decrease in fiscal 2025 also reflected legal settlements.
–Inventory increased $23 million during the first six months of fiscal 2026 compared to an increase of $156 million in the comparable period of the prior year. The increase in inventory during fiscal 2026 was driven by summer and promotional inventory build as well as higher feed and fuel costs impacting raw materials. These increases were partially offset by lower bacon and ham inventory levels. The increase in inventory during fiscal 2025 was driven by intentional seasonal and promotional inventory build, as well as softer sales.
–Accounts receivable decreased $64 million and $71 million during the first six months of fiscal 2026 and fiscal 2025, respectively, primarily due to lower sales compared to the fourth quarter of each respective prior year.
Cash Provided by (Used in) Investing Activities
•Capital expenditures were $151 million and $147 million during the first six months of fiscal 2026 and fiscal 2025, respectively. The largest projects during fiscal 2026 were related to investments in data and technology and capacity expansion at the ambient meat snack facility in Jiaxing, China. Significant projects during fiscal 2025 included the transition from harvest to value-added capacity at the Company's facility in Barron, Wisconsin and investments in data and technology.
•Proceeds from the sale of business were $100 million during the first six months of fiscal 2026 resulting from the sale of the Company’s controlling equity interest in Justin's, LLC and whole-bird turkey business. During the first six months of fiscal
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2025 proceeds from the sale of business were $13 million primarily from the sale of the Company's equity interest in Mountain Prairie, LLC.
Cash Provided by (Used in) Financing Activities
•Cash dividends paid to the Company’s shareholders totaled $320 million during the first six months of fiscal 2026, compared to $314 million in the comparable period of fiscal 2025.
Sources and Uses of Cash
The Company believes its business model, with diversification across raw material inputs, channels, and categories, provides stability in ever-changing economic environments. The Company maintains a disciplined capital allocation strategy and uses a waterfall approach, which focuses first on core uses of cash, such as capital expenditures to maintain facilities, dividend returns to investors, mandatory debt repayments, and fulfillment of pension obligations. Next, the Company looks to strategic items in support of growth initiatives, such as other capital projects, acquisitions, additional dividend increases, and working capital investments. Finally, the Company evaluates opportunistic uses, including incremental debt repayment and share repurchases.
The Company believes its anticipated income from operations, cash on hand, borrowing capacity under the current unsecured revolving credit facility, and access to capital markets will be adequate to meet all short-term and long-term commitments. The Company expects to continue optimizing its portfolio through acquisitions and divestitures that align with its strategic priorities. The Company maintains multiple liquidity sources, including its ability to issue debt, which supports strategic investments and acquisitions.
Dividend Payments
The Company remains committed to providing returns to investors through cash dividends on its common stock. The Company has paid 391 consecutive quarterly dividends since becoming a public company in 1928. On March 23, 2026, the Board of Directors authorized a quarterly dividend for the second quarter of fiscal 2026, of $0.2925 per share, a 1% increase from the prior year.
Capital Expenditures
Capital expenditures are allocated to required maintenance and growth opportunities based on the needs of the business. Capital expenditures supporting growth opportunities in fiscal 2026 are expected to focus on projects related to infrastructure, new data and technology, and equipment upgrades. Capital expenditures for fiscal 2026 are estimated to be $260 million to $290 million.
Debt
As of April 26, 2026, the Company’s outstanding debt included an aggregate of $2.9 billion of fixed rate unsecured senior notes due in fiscal 2027, 2028, 2030, and 2051 with interest payable semi-annually. During the first six months of fiscal 2026, the Company made $37 million of interest payments, and the Company expects to make an additional $37 million of interest payments in fiscal 2026 on these notes. In the second quarter of fiscal 2026, $500 million of the notes was reclassified as Current Maturities of Long-term Debt on the Consolidated Condensed Statements of Financial Position as it is payable
within one year. See Note N - Long-term Debt and Other Borrowing Arrangements of the Notes to the Consolidated Financial Statements for additional information.
Borrowing Capacity
As a source of short-term financing, the Company maintains a $750 million unsecured revolving credit facility. The maximum commitment under this credit facility may be further increased by $375 million upon the satisfaction of certain conditions. Extensions of credit under the facility may be applied by the Company to refinance existing indebtedness and for working capital and other general corporate purposes, including acquisition funding, and may be made in the form of revolving loans, swing line loans, and letters of credit. The lending commitments under the facility are scheduled to expire on March 25, 2030, at which time the Company will be required to pay in full all obligations then outstanding. As of April 26, 2026, the Company had no outstanding borrowings under this facility.
Debt Covenants
The Company’s debt agreements contain customary terms and conditions including representations, warranties, and covenants. These debt covenants limit the ability of the Company to, among other things, incur debt for borrowed money secured by certain liens, or engage in certain sale and leaseback transactions, and the covenants require the Company to maintain certain consolidated financial ratios. As of April 26, 2026, the Company was in compliance with all covenants in its debt agreements and expects to maintain compliance in the future.
Cash Held by International Subsidiaries
As of April 26, 2026, the Company’s international subsidiaries held $224 million of cash and cash equivalents. During the first quarter of fiscal 2026, the Company repatriated $21 million in cash from international subsidiaries with a one-time distribution.
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The Company maintains all undistributed earnings as permanently reinvested. The Company evaluates the balance and uses of cash held internationally based on the needs of the business.
Share Repurchases
The Company is authorized to repurchase 3,677,494 shares of common stock as part of an existing plan approved by the Company’s Board of Directors. Under the share repurchase authorization, the Company may repurchase shares periodically, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. The Company did not repurchase any shares of stock during the first six months of fiscal 2026. The Company continues to evaluate share repurchases as part of its capital allocation strategy.
Commitments
There have been no material changes to the information regarding the Company’s future contractual financial obligations previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
TRADEMARKS
References to the Company’s brands or products in italics within this report represent valuable trademarks owned or licensed by Hormel Foods, LLC or other subsidiaries of Hormel Foods Corporation.
CRITICAL ACCOUNTING ESTIMATES
Management’s discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires the Company to make estimates, judgments, and assumptions that can have a meaningful effect on the reporting of consolidated financial statements. The significant accounting policies used in preparing these consolidated financial statements are consistent with those described in Note A - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Form 10-K.
Critical accounting estimates are defined as those reflective of significant judgments, estimates, and uncertainties, which may result in materially different results under different assumptions and conditions. There have been no material changes in the Company’s Critical Accounting Estimates as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, which are based on the Company's current assumptions and expectations. These statements are typically accompanied by the words "aim," "anticipate," "believe," "could," “estimate,” "expect," “intend,” "may," "might," “plan,” “project,” "seek," “target,” "will," "would," or similar words or expressions. The principal forward-looking statements in this report include statements regarding the Company's: future financial and operational performance, fiscal 2026 outlook, expectations regarding commodity markets and raw material costs, intentions regarding future dividends, expectations regarding the Company's strategic initiatives, including the T&M initiative and the Company's recent corporate restructuring plan, expectations for the adequacy of and costs associated with the Company's sources of liquidity, expected compliance with debt covenants, expectations regarding its contractual obligations and liabilities, expectations regarding the impact of new accounting pronouncements, expected contributions and payments related to its pension plan, expectations regarding the return on plan assets, expectations regarding the timing and recognition of compensation expenses, and expectations regarding the outcome of, and adequacy of its reserves for, claims, litigation, and the resolution of tax matters.
All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although the Company believes there is a reasonable basis for the forward-looking statements, its actual results could be materially different. The most important factors that could cause the Company's actual results to differ from its forward-looking statements include, but are not limited to, risks related to the deterioration of economic conditions; risks related to acquisitions, joint ventures, equity investments, and divestitures; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; the risk of disruption of operations; the risk that the Company may fail to realize anticipated cost savings or operating profit improvements associated with strategic initiatives, including the T&M initiative and the Company's recent corporate restructuring plan; risk of unfavorable changes in the Company's relationships with third parties; risk of the Company's inability to protect information technology (IT) systems against, or effectively respond to, cyberattacks, security breaches or other IT interruptions; labor relations and labor availability risks; food safety risks; fluctuations in commodity prices and availability of raw materials and other inputs; fluctuations in market demand for the Company's products; risks related to the Company's ability
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to respond to changing consumer preferences; damage to the Company's reputation or brand image; risks of litigation; risks associated with government regulation; risks related to trade policies, export and import controls, and tariffs; and the other risks and uncertainties described in Item 1A – Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company cautions that other factors may in the future prove to be important in affecting the Company’s business or results of operations. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statement except as otherwise required by law.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to various forms of market risk as a part of its ongoing business practices including commodity price risk, interest rate risk, foreign currency exchange rate risk, and investment risk among others. The Company may use derivative financial and commodity instruments to manage these risks and does not enter into these instruments for trading or speculative purposes. There have been no material changes in the Company's market risk as disclosed in its Annual Report on Form 10-K for the fiscal year ended October 26, 2025 except as noted below.
Commodity Price Risk: The Company is subject to commodity price risk of various inputs used in the course of its operations. To reduce these exposures and offset the fluctuations caused by changes in market conditions, the Company employs hedging programs for certain commodities including grain, lean hogs, natural gas, and diesel fuel. These hedging programs utilize futures, swaps, and options contracts and are accounted for as cash flow hedges. The fair value of the Company’s cash flow commodity contracts as of April 26, 2026, was $19.9 million. The Company measures its market risk exposure on its cash flow commodity contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices. A 10 percent decrease in the market price would have negatively impacted the fair value of the Company’s cash flow commodity contracts as of April 26, 2026, by $29.7 million, which in turn would have lowered the Company’s future cost on purchased commodities by a similar amount.
Interest Rate Risk: The Company is subject to interest rate risk primarily from changes in fair value of long-term fixed rate debt. The Company’s long-term debt had a fair value of $2.5 billion as of April 26, 2026. The Company measures its market risk exposure of long-term fixed rate debt using a sensitivity analysis, which considers a hypothetical 10 percent change in interest rates. As of April 26, 2026, a 10 percent decrease in interest rates would have positively impacted the fair value of the Company’s long-term debt by $59.4 million. A 10 percent increase would have negatively impacted the long-term debt by $54.9 million.
Foreign Currency Exchange Rate Risk: The fair values of certain Company assets and liabilities are subject to fluctuations in foreign currency exchange rates. The Company’s net asset position in foreign currencies was $0.8 billion as of April 26, 2026, with most of the exposure existing in Chinese yuan, Indonesian rupiah, and Philippine peso. The Company does not use market risk sensitive instruments to manage this risk.
Investment Risk: The Company has corporate-owned life insurance policies classified as trading securities as part of a rabbi trust to fund certain supplemental executive retirement plans and deferred income plans. The rabbi trust is invested primarily in fixed income funds. The Company is subject to market risk due to fluctuations in the value of the remaining investments. As of April 26, 2026, the balance of these securities totaled $224.4 million. A hypothetical 10 percent decline in the value of the investments not held in fixed income funds would have negatively impacted the Company’s pre-tax earnings by approximately $11.0 million, while a 10 percent increase in value would have a positive impact of the same amount.
Item 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Interim Chief Executive Officer and the Interim Chief Financial Officer and Controller, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer and Controller concluded, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance the information the Company is required to disclose in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to the Company’s management,
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including its Interim Chief Executive Officer and Interim Chief Financial Officer and Controller, as appropriate, to allow timely decisions regarding required disclosure.
(b) Internal Control over Financial Reporting.
The Company is in the midst of a multi-year transformation project to achieve better analytics, customer service, and process efficiencies through the use of Oracle Cloud Solutions. During fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations. Implementation is expected to be completed in fiscal 2026. Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.
With the exception of the order-to-cash implementation described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the second quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Information regarding legal proceedings is available in Note M - Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
Item 1A. RISK FACTORS
The Company’s business, operations, and financial condition are subject to various risks and uncertainties. There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended October 26, 2025.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no issuer purchases of equity securities in the quarter ended April 26, 2026. On January 29, 2013, the Company’s Board of Directors authorized the repurchase of 10,000,000 shares of its common stock with no expiration date. On January 26, 2016, the Board of Directors approved a two-for-one split of the Company’s common stock to be effective January 27, 2016. As part of the stock split resolution, the number of shares remaining to be repurchased was adjusted proportionately. As of April 26, 2026, the maximum number of shares that may yet be purchased under the repurchase plans or programs is 3,677,494.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
During the fiscal quarter ended April 26, 2026, no director or officer of the Company adopted terminated
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Item 6. EXHIBITS
10.1(1)(3) | ||||||||
10.2(1)(3) | ||||||||
10.3(1)(3) | ||||||||
10.4(1)(3) | ||||||||
10.5(1)(3) | ||||||||
10.6(1)(3) | ||||||||
10.7(2)(3) | ||||||||
10.8(2)(3) | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 26, 2026, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Financial Position, (iv) Consolidated Statements of Changes in Shareholders’ Investment, (v) Consolidated Condensed Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements. | |||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 26, 2026, formatted in Inline XBRL (included as Exhibit 101). | |||||||
| (1) | Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference. | |||||||
| (2) | These exhibits are transmitted herewith via EDGAR. | |||||||
| (3) | Management contract or compensatory plan or arrangement. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HORMEL FOODS CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: May 28, 2026 | By: | /s/ PAUL R. KUEHNEMAN | ||||||
| PAUL R. KUEHNEMAN | ||||||||
Interim Chief Financial Officer and Controller | ||||||||
(Duly Authorized Officer and Principal Financial and Accounting Officer) | ||||||||
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Exhibit 10.7
HORMEL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2026 Restatement)
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2026 Restatement)
First Effective January 1, 1976
As Amended and Restated Effective March 1, 2026
As Amended and Restated Effective March 1, 2026
HORMEL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2026 Restatement)
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2026 Restatement)
| TABLE OF CONTENTS | ||||||||||||||
| Page | ||||||||||||||
HORMEL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2026 Restatement)
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(2026 Restatement)
SECTION 1
INTRODUCTION
INTRODUCTION
1.1. Amendment and Restatement. Hormel Foods Corporation, a Delaware corporation (hereinafter the “Principal Sponsor”), heretofore, effective January 1, 1976, established a nonqualified plan of deferred compensation which is now known as the “Hormel Supplemental Executive Retirement Plan” (the “SERP”) and reserved to itself the right to amend the SERP from time to time. The Principal Sponsor has heretofore amended the SERP on various occasions. By adoption of this amended and restated document entitled “Hormel Supplemental Executive Retirement Plan (2026 Restatement),” the Principal Sponsor hereby further amends and restates the SERP in its entirety.
1.2. Unfunded Obligation. The obligation of the Principal Sponsor to make payments under this SERP constitutes only the unsecured (but legally enforceable) promise of the Principal Sponsor to make such payments. The Participant shall have no lien, prior claim or other security interest in any property of the Principal Sponsor. If a fund is established by the Principal Sponsor in connection with this SERP, the property therein shall remain the sole and exclusive property of the Principal Sponsor. The Principal Sponsor will pay the cost of this SERP out of its general assets.
SECTION 2
PLAN NAME
PLAN NAME
This employee benefit plan shall be referred to as the “Hormel Supplemental Executive Retirement Plan” (the “SERP”). This document, as distinguished from the plan maintained pursuant to this document, shall be referred to as the “Hormel Supplemental Executive Retirement Plan (2026 Restatement)” (the “SERP document”).
SECTION 3
PARTICIPANTS
PARTICIPANTS
3.1. General Rule. The individuals eligible to participate in and receive benefits under this SERP (i.e., to be “Participants” under this SERP) are those individuals who are employees of the Principal Sponsor who are participants in the Hormel Foods Corporation Pension Plan (the “Pension Plan”) and who are classified as:
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(a) an officer of Hormel Foods Corporation (i.e., a position of Vice President or above);
(b) an employee on the Hormel Foods Corporation payroll who is classified as being employed in a director-level position; or
(c) any other employee designated by the Compensation Committee as eligible, provided in the case of (a), (b) or (c), each employee shall be a member of a “select group of management or highly compensated Employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
Any employee who satisfies the conditions for being a Participant in the SERP as of any day during a Plan Year shall be eligible for an accrual of excess benefits for that Plan Year (if any) even if the Participant transfers into an ineligible classification or incurs a Separation from Service during the Plan Year. A Participant shall remain a Participant (even if inactive) until all benefits due under the SERP have been paid (or forfeited).
3.2. Specific Exclusion. Notwithstanding anything apparently to the contrary in this SERP or in any written communication, summary, resolution or document or oral communication, no individual shall be a Participant in this SERP, develop benefits under this SERP or be entitled to receive benefits under this SERP (either for himself or his survivors) unless such individual is a member of a select group of management or highly compensated employees (as that expression is used in ERISA). If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is not a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such individual shall not be (and shall not have ever been) a Participant in this SERP at any time. If any person not so defined has been erroneously treated as a Participant in this SERP, upon discovery of such error such person’s erroneous participation shall immediately terminate ab initio and upon demand such person shall be obligated to reimburse the Principal Sponsor for all amounts erroneously paid to him or her.
SECTION 4
BENEFIT FOR PARTICIPANTS
BENEFIT FOR PARTICIPANTS
4.1. General Amount Rule. This SERP shall pay to Participants the excess, if any, of the amount, if any, determined in “(a)” below over the amount, if any, determined in “(b)” below.
(a) There shall be determined the amount which would have been payable to the Participant under the formula and rules of the Pension Plan (as the
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Pension Plan exists on the date as of which such amount is determined) but determined:
(i) without regard to the benefit limitations under section 415 of the Code; and
(ii) without regard to the compensation limitation of section 401(a)(17) of the Code; and
(iii) including, when it would otherwise have been paid, income deferred under any nonqualified, unfunded, elective deferred compensation plan maintained by the Principal Sponsor; and
(iv) including each long term incentive plan award earned prior to October 29, 2006; provided, however, that if the long term incentive plan award is earned with respect to a period longer than one (1) year, the long term incentive plan award will be included as if it had been earned and received ratably over the period with respect to which it was earned; and
(v) including, when awarded, the fair market value of stock awarded under all restricted stock plans as compensation for pension accrual purposes; and
(vi) recognizing as Eligibility Service, Benefit Service or as Vesting Service or both periods that are required to be recognized for purposes of this SERP pursuant to a separate written agreement between the Principal Sponsor and the Participant and by including in Compensation, in Average Annual Compensation and in Average Monthly Compensation amounts that are required to be included pursuant to a separate written agreement between the Principal Sponsor and the Participant (and in either such case, the separate written agreement shall be signed on behalf of the Principal Sponsor by a member of the Board of Directors who is not a Participant in this SERP).
(b) There shall be determined the amount actually payable to the Participant from the Pension Plan.
4.2. Time of Payment. This benefit (minus the withholding, payroll and other taxes which must be deducted therefrom) shall be paid to the Participant directly from the general assets of the Principal Sponsor.
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4.2.1. Post-March 1, 2026 Accrued Benefit. All Cash Balance Benefits accrued on or after March 1, 2026 shall be paid on the first day of the calendar year following the Participant’s Separation from Service (subject to any delay required under Section 4.2.3 below).
4.2.2. Pre-March 1, 2026 Accrued Benefit. For Participants who entered the Plan prior to March 1, 2026, and who accrued a Cash Balance Benefit, a Stable Value Benefit or a Grandfathered Benefit (traditional pension) prior to March 1, 2026, the terms of the Plan as in effect prior to March 1, 2026 shall govern the time of payment of such benefits accrued prior to March 1, 2026. (Payment of such Participant’s Cash Balance Benefit accrued on and after March 1, 2026 shall be made as provided in Section 4.2.1.).
By way of background, prior to 2005, SERP benefits generally were paid at the same time and in the same form as the Pension Plan benefit. The Participant’s payment election was generally made under the Pension Plan shortly before distribution was to commence. Following the adoption of Section 409A of the Internal Revenue Code in 2004, Participants’ accrued benefits were divided into 409A Grandfathered Accrued Benefits (accrued through December 31, 2004) and 409A Non-Grandfathered Benefits (accrued on and after January 1, 2005). 409A Grandfathered Accrued Benefits were permitted to continue in synchronicity with the Pension Plan under the Plan rules as existed prior to 2005. In compliance with Treasury regulations and related guidance, Participants were required to make separate elections specifying the time and form of payment of their 409A Non-Grandfathered Benefits (and, going forward, newly hired employees would be required to make such election within thirty (30) days of commencement of participation in the Plan). Each Participant was permitted to choose one of the following dates to apply with respect to payment of his or her 409A Non-Grandfathered Accrued Benefit upon Retirement (as defined below):
(a) the first of the calendar month following Retirement;
(b) the later of the first of the calendar month following attainment of age sixty (60) or the first of the month following Retirement;
(c) the later of the first of the calendar month following attainment of age sixty-two (62) or the first of the month following Retirement; or
(d) the later of the first of the calendar month following attainment of age sixty-five (65) or the first of the month following Retirement.
4.2.3. Required Delay for Specified Employees. Notwithstanding the foregoing, with respect to any accrued benefit commencing on account of Separation from Service to a Participant who is a “specified employee” (as defined under section 409A of the Internal Revenue Code and regulations thereunder), such Participant’s Benefit Distribution Date shall be delayed until the earlier of: the date that is six (6) months after the Participant’s Separation from Service, or the date of the Participant’s death.
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4.2.4. Actual Payment Date. Payment shall be deemed paid as of the Benefit Distribution Date if it is made no later than the last day of the calendar year in which occurs the Benefit Distribution Date, or if later, the 15th day of the third calendar month following the Benefit Distribution Date.
4.2.5. Rehired Participants. Participants who commence payment and who are subsequently rehired by the Principal Sponsor will continue to receive payments without regard to the Participant’s rehire status. Where a Participant has ceased being eligible to accrue benefits and then again becomes eligible to accrue benefits, the Participant shall be treated as a newly eligible Participant if the Participant has not been actively accruing benefits under the Plan for at least twenty-four (24) months (regardless of whether all previously accrued benefits have been paid). In such case where the Participant is treated as newly eligible, the payment rules under Sections 4.2.1 and 4.3.1 shall apply to the newly accrued benefit.
4.2.6. Definitions.
(a) 409A Grandfathered Accrued Benefit means the present value, as of December 31, 2004, of the amount of benefit to which the Participant would have been entitled under this SERP if the Participant voluntarily terminated services on December 31, 2004, and received a payment of the benefits with the maximum value available from this SERP on the earliest possible date allowed under this SERP. The Grandfathered Accrued Benefit may increase to equal the present value of the benefit the Participant actually becomes entitled to, determined under the terms of the SERP as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or entitlement to benefits (other than Participant election with respect to the time or form of an available benefit).
(b) 409A Non-Grandfathered Accrued Benefit – shall mean the portion of the Participant’s accrued benefit other than the Grandfathered Accrued Benefit.
(b) Benefit Distribution Date means the date the Participant’s benefit is scheduled to commence (either by election, in the case of a pre-March 1, 2026 accrued benefit or by operation of the Plan in the case of a post-March 1, 2026 accrued benefit.
(d) Retire or Retirement means the Participant separates from service (as that term is defined under section 409A of the Internal Revenue Code) at or after attaining Earliest Retirement Age.
(c) Separation from Service means the Participant separates from services as that term is defined under section 409A of the Internal Revenue Code.
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(d) Cash Balance Benefit, Earliest Retirement Age Grandfathered Benefit, and Stable Value Benefit shall have the meanings ascribed to such terms under the Pension Plan. Earliest Retirement Age shall have the meaning ascribed to that term as of the Participant’s election date under Section 4.2.2 above. For clarity, “Grandfathered Benefit” here refers to the traditional pension benefit accrued under the Pension Plan.
4.3. Form of Payment.
4.3.1. Post-March 1, 2026 Accrued Benefit. All Cash Balance Benefits accrued on or after March 1, 2026 shall be paid in a single lump sum.
4.3.2. Pre-March 1, 2026 Accrued Benefit. For each Participant who entered the Plan prior to March 1, 2026, and who accrued a Cash Balance Benefit, a Stable Value Benefit or a Grandfathered Benefit prior to March 1, 2026, the terms of the Plan as in effect prior to March 1, 2026 shall govern the time of payment of such benefits accrued prior to March 1, 2026. Payment of such Participants’ Cash Balance Benefits accrued on and after March 1, 2026 shall be made in a single lump sum.
By way of background, 409A Grandfathered Accrued Benefits were permitted to continue in synchronicity with the Pension Plan under the Plan rules as existed prior to 2005. For 409A Non-Grandfathered Benefits accrued on and after January 1, 2005 but prior to March 1, 2026, in the absence of an affirmative written election to the contrary, payment of a Participant’s benefit shall be made in the applicable presumptive form of a life annuity (either the Single Life Annuity form or the Qualified Joint and Survivor Life Annuity form), as if such benefit had been paid directly from the Pension Plan pursuant to Section 4.2 of the Pension Plan regarding presumptive forms.
(a) Optional Forms of Annuity. Before any payment has commenced with respect to the benefit accrued prior to March 1, 2026, a Participant may elect to change the form of payment from one type of life annuity to another to the extent permitted under the Pension Plan, and further provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions as permitted under section 409A of the Internal Revenue Code.
(b) Cash Balance Lump Sum Benefit. The Stable Value Benefit under the Pension Plan was converted to a Cash Balance Benefit as of January 1, 2023. A Participant who began to accrue a Stable Value Benefit under the Pension Plan on or after January 1, 2017, and who made an election to receive payment of the Stable Value Benefit in a single lump sum either (i) prior to January 1, 2017, or (ii) within thirty (30) days of commencement of participation in the Plan, will receive payment of their converted Cash Balance Benefit as a lump sum as of the Benefit
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Distribution Date. For Participants who first became eligible to participate in the Plan on and after January 1, 2023 and prior to March 1, 2026, the Participants were permitted to make an election to receive payment of the Cash Balance Benefit as a lump sum as of the Benefit Distribution Date; provided, that such election must have been made within thirty (30) days of commencement of participation in the Plan. All lump sum elections are irrevocable.
4.3.3. Small Amounts. If the actuarially equivalent present value of the Participant’s accrued benefit at separation from service is not more than Seven Thousand Dollars ($7,000), that present value shall be paid in a single lump sum at the Benefit Distribution Date. The payment of a lump sum to a Participant shall completely extinguish all other payments that may be due under this SERP to any other person.
4.4. Forfeiture of Benefits. All unpaid benefits payable under this SERP to or with respect to a Participant, shall be permanently forfeited upon the determination by the Compensation Committee of the Board of Directors of the Principal Sponsor that the Participant, either before or after termination of employment:
(a) engaged in a felonious or fraudulent conduct resulting in material harm to the Principal Sponsor or an affiliate; or
(b) made an unauthorized disclosure to a competitor of any material confidential information, trade information, or trade secrets of the Principal Sponsor or an affiliate; or
(c) provided the Principal Sponsor or an affiliate with materially false reports concerning his or her business interests or employment; or
(d) made materially false representations which are relied upon by the Principal Sponsor or an affiliate in furnishing information to shareholders, auditors, or any regulatory or governmental body; or
(e) maintained an undisclosed, unauthorized and material conflict of interest in the discharge of the duties owed by the Participant to the Principal Sponsor or an affiliate; or
(f) engaged in reckless or grossly negligent activity toward the Principal Sponsor or an affiliate which is admitted or judicially proven and which results in significant harm to the Principal Sponsor or an affiliate; or
(g) engaged during his or her employment or during a period of two (2) years after the termination of his or her employment in any employment or self-employment with a competitor of the Principal Sponsor or an affiliate within the geographical area which is then served by the Principal Sponsor or an affiliate.
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Any dispute arising under or with respect to this Section shall be subject to the claims procedure set forth in Section 9.
SECTION 5
BENEFIT FOR BENEFICIARIES
BENEFIT FOR BENEFICIARIES
5.1. Death Before Benefit Commencement.
5.1.1. General Amount Rule. This SERP shall pay the excess, if any, of the amount, if any, determined in “(a)” below over the amount, if any, determined in “(b)” below.
(a) There shall be determined the amount which would have been payable with respect to the Participant under the formula and rules of the Pension Plan (as the Pension Plan exists on the date as of which such amount is determined) but determined:
(i) without regard to the benefit limitations of section 415 of the Code; and
(ii) without regard to the compensation limitation of section 401(a)(17) of the Code; and
(iii) including, when it would otherwise have been paid, income deferred under any nonqualified, unfunded, elective deferred compensation plan maintained by the Principal Sponsor; and
(iv) including each long term incentive plan award earned prior to October 29, 2006; provided, however, that if the long term incentive plan award is earned with respect to a period longer than one (1) year, the long term incentive plan award will be included as if it had been earned and received ratably over the period with respect to which it was earned; and
(v) including, when awarded, the fair market value of stock awarded under all restricted stock plans as compensation for pension accrual purposes; and
(vi) recognizing as Eligibility Service, Benefit Service or as Vesting Service or both periods that are required to be recognized for purposes of this SERP pursuant to a separate written agreement between the Principal Sponsor and the Participant and by including in Compensation, in Average Annual Compensation and in Average Monthly Compensation amounts that are required to be
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included pursuant to a separate written agreement between the Principal Sponsor and the Participant (and in either such case, the separate written agreement shall be signed on behalf of the Principal Sponsor by a member of the Board of Directors who is not a Participant in this SERP).
(b) There shall be determined the amount actually payable with respect to the Participant from the Pension Plan.
5.1.2. Time and Form of Payment (Grandfathered Benefit).
(a) If the Participant was entitled to an Early or Normal Retirement Pension with respect to a Grandfathered Benefit, the SERP shall pay to the Participant’s surviving spouse a monthly survivor annuity, which shall commence upon the first of the calendar month following the Participant’s death in the form of the Optional Joint and 75% Survivor Annuity Form as determined under the Pension Plan, as if the Participant separated from service on the date of death for reasons other than death, elected to commence receipt of the Participant’s benefit in the Optional Joint and 75% Survivor Annuity form upon the first of the calendar month following separation and then immediately died.
(b) If the Participant was entitled to a Vested Accrued Benefit with respect to a Grandfathered Benefit, the SERP shall pay to the Participant’s surviving spouse a monthly survivor annuity, which shall commence upon the first of the calendar month following the date the Participant would have attained age 65 in the form of the 50% qualified joint and survivor annuity form as determined under the Pension Plan, as if the Participant elected to commence receipt of the Participant’s benefit in the 50% joint and survivor annuity form upon the first of the calendar month following age 65 and then immediately died.
(c) If the Participant’s spouse or unmarried dependent children qualify for a spouse’s and orphan’s benefit under the Pension Plan, payment of any corresponding benefit under this Plan shall commence upon the first of the calendar month following the Participant’s death and shall continue for so long as the spouse or dependent child remains eligible for such benefit under the Pension Plan. The monthly benefit under this paragraph (c) shall be offset by the amount of any monthly survivor annuity payable under paragraph (a) or (b) above.
(d) This paragraph applies solely to a surviving spouse who is required by paragraph (a) to commence the survivor annuity prior to the date the Participant would have attained age 65 even though the spouse is also
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entitled to a monthly benefit under paragraph (c). If the monthly benefit under paragraph (c) is greater than the monthly survivor annuity (prior to applying the offset), such that the spouse would have been better off deferring commencement of the survivor annuity (thereby suffering less reduction in the Accrued Benefit for early commencement), then the survivor annuity shall be re-calculated as of the first of each month (as if the survivor annuity commenced that month) through the earlier of (i) the first month where the monthly benefit under paragraph (c) is completely offset by the survivor annuity, or (ii) the first month where the benefit under paragraph (c) is no longer payable due to remarriage of the spouse.
5.1.3. Time and Form of Payment (Cash Balance Benefit). Upon the death of a Participant who at death had not yet begun to receive any payment of any retirement income benefits attributable to the Participant’s Cash Balance Benefit, and was entitled to some Vested Account Balance, the Account Balance attributable to the Participant shall be payable to the Participant’s beneficiary in a single lump sum as soon as administratively practicable following the Participant’s death.
5.2. Death After Benefit Commencement. The only death benefits which shall be payable under this SERP with respect to a pre-March 1, 2026 accrued benefit upon the death of a Participant after the Participant’s Separation from Service and after payment of benefits under this SERP has commenced to the Participant shall be the unpaid installments of annuity, if any, which are to be continued under the form of pension which the Participant has elected under the provisions of Section 4 or which are provided automatically in the absence of the Participant’s affirmative election.
SECTION 6
COMMUTATION TO LUMP SUM
COMMUTATION TO LUMP SUM
Notwithstanding the foregoing, to the extent permissible under Section 409A of the Internal Revenue Code and related Treasury regulations and guidance, if there is a termination of the SERP with respect to all Participants, the Principal Sponsor shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to immediately pay all benefits in a lump sum following such termination of the SERP. The payment of a lump sum to a Participant under the foregoing provisions of this Section 6 shall completely extinguish all other payments that may be due under this SERP to any other person.
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SECTION 7
FUNDING
FUNDING
7.1. Funding. The obligation of the Principal Sponsor to make payments under this SERP constitutes only the unsecured (but legally enforceable) promise of the Principal Sponsor to make such payments. The Participant shall have no lien, prior claim or other security interest in any property of the Principal Sponsor. If a fund is established by the Principal Sponsor in connection with this SERP, the property therein shall remain the sole and exclusive property of the Principal Sponsor. The Principal Sponsor will pay the cost of this SERP out of its general assets.
7.2. Hedging Investments. If the Principal Sponsor elects to finance all or a portion of its costs in connection with this SERP through the purchase of life insurance or other investments, each Participant agrees, as a condition of participation in this SERP, to cooperate with the Principal Sponsor in the purchase of such investment to any extent reasonably required by the Principal Sponsor and relinquishes any claim he may have either for himself or any beneficiary to the proceeds of any such investment or any other rights or interests in such investment. If a Participant fails or refuses to cooperate, then notwithstanding any other provision of this SERP the Principal Sponsor may immediately and irrevocably terminate and forfeit all benefits payable to or with respect to the Participant under this SERP.
7.3. Consensual Creditor. Neither the Principal Sponsor‘s officers nor any member of its Board of Directors in any way secures or guarantees the payment of any benefit or amount which may become due and payable hereunder to or with respect to the Participants. The Participants entitled at any time to payments hereunder shall look solely to the assets of the Principal Sponsor for such payments as an unsecured, general creditor. After benefits shall have been paid to or with respect to a Participant and such payment purports to cover in full the benefit hereunder, the Participant shall have no further right or interest in the other assets of the Principal Sponsor in connection with this SERP. Neither the Principal Sponsor nor any of its officers nor any member of its Board of Directors shall be under any liability or responsibility for failure to effect any of the objectives or purposes of this SERP by reason of the insolvency of the Principal Sponsor.
SECTION 8
GENERAL MATTERS
GENERAL MATTERS
8.1. Amendment and Termination. The Board of Directors of the Principal Sponsor may unilaterally amend this SERP document prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this SERP and may likewise terminate the benefits of this SERP both with regard to persons expecting to receive
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benefits in the future and persons already receiving benefits at the time of such action. The Compensation Committee may act for the Board of Directors to amend this SERP document.
8.2. ERISA Administrator. The Principal Sponsor shall be the plan administrator of this SERP.
8.3. Limited Benefits. This SERP shall not provide any benefits with respect to any defined contribution plan. This SERP shall not alter, enlarge or diminish any person’s employment rights or rights or obligations under the Pension Plan.
8.4. Spendthrift Provision. No Participant, surviving spouse, joint or contingent annuitant or beneficiary shall have the power to transmit, assign, alienate, dispose of, pledge or encumber any benefit payable under this SERP before its actual payment to such person. the Principal Sponsor shall not recognize any such effort to convey any interest under this SERP. No benefit payable under this SERP shall be subject to attachment, garnishment, execution following judgment or other legal process before actual payment to such person.
8.5. Service of Process. In the absence of any designation to the contrary by the Principal Sponsor, the Secretary of the Principal Sponsor is designated as the appropriate and exclusive agent for the receipt of service of process directed to the SERP in any legal proceeding, including arbitration, involving the SERP.
8.6. Plan Year. The plan year for purposes of this SERP means the Plan Year as defined under the Pension Plan.
8.7. Overpayments. All excess benefits under this SERP shall be subject to recovery to the extent the underlying Pension Plan benefit is subject to recovery under section 206(h) of ERISA or section 414(aa) of the Code.
SECTION 9
CLAIMS PROCEDURES
CLAIMS PROCEDURES
9.1. Determinations. The Compensation Committee shall make such determinations as may be required from time to time in the administration of the SERP. The Compensation Committee shall have the sole discretion, authority and responsibility to interpret and construe the SERP and the plan document and to determine all factual and legal questions under the SERP, including but not limited to the entitlement of employees, Participants and beneficiaries and the amounts of their respective interests. Benefits under the SERP will be paid only if the Compensation Committee decides in its discretion that an employee, Participant or beneficiary is entitled to them. All interested parties may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.
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9.2. Rules and Regulations. Any rule not in conflict or at variance with the provisions hereof may be adopted by the Compensation Committee.
9.3. Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by the Principal Sponsor or an affiliate or the Compensation Committee pursuant to any provision of this SERP may be signed in the name of the Principal Sponsor or an affiliate by any officer or by any employee who has been authorized to make such certification or to give such notices or consents or by any Compensation Committee member.
9.4. Claims Procedure. Until modified by the Compensation Committee, the claims procedure set forth in this Section shall be the claims procedure for the resolution of disputes and disposition of claims arising under the SERP. An application for a distribution or benefits under Section 4 or Section 5 shall be considered as a claim for the purposes of this Section.
9.4.1. Original Claim. Any employee, former employee, or beneficiary of such employee or former employee may, if the employee, former employee or beneficiary so desires, file with the Compensation Committee a written claim for benefits under the SERP. Within ninety (90) days after the filing of such a claim, the Compensation Committee shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision on the claim. If the claim is denied in whole or in part, the Compensation Committee shall state in writing:
(a) the specific reasons for the denial,
(b) the specific references to the pertinent provisions of this SERP on which the denial is based,
(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and
(d) an explanation of the claims review procedure set forth in this Section.
9.4.2. Claims Review Procedure. Within sixty (60) days after receipt of notice that the claim has been denied in whole or in part, the claimant may file with the Compensation Committee a written request for a review and may, in conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the Compensation Committee shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty days from the date the request for review was filed) to reach a decision on the request for review.
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9.4.3. General Rules.
(a) No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the claims procedure. The Compensation Committee may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Compensation Committee upon request.
(b) All decisions on claims and on requests for a review of denied claims shall be made by the Compensation Committee unless delegated.
(c) The Compensation Committee may, in its discretion, hold one or more hearings on a claim or a request for a review of a denied claim.
(d) Claimants may be represented by a lawyer or other representative at their own expense, but the Compensation Committee reserves the right to require the claimant to furnish written authorization. A claimant’s representative shall be entitled to copies of all notices given to the claimant.
(e) The decision of the Compensation Committee on a claim and on a request for a review of a denied claim shall be served on the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.
(f) Prior to filing a claim or a request for a review of a denied claim, the claimant or the claimant’s representative shall have a reasonable opportunity to review a copy of SERP plan document and all other pertinent documents in the possession of the Principal Sponsor and the Compensation Committee.
9.4.4. Deadline to File Claim. To be considered timely under the SERP’s claim and review procedure, a claim must be filed with the Compensation Committee within one (1) year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based.
9.4.5. Exhaustion of Administrative Remedies. The exhaustion of the claim and review procedure is mandatory for resolving every claim and dispute arising under this SERP. As to such claims and disputes:
(a) no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the SERP under section 502 or section 510 of ERISA or under any other provision of law,
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whether or not statutory, until the claim and review procedure set forth herein have been exhausted in their entirety, and
(b) in any such legal action all explicit and all implicit determinations by the Compensation Committee (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.
9.4.6. Deadline to File Legal Action. No legal action to recover SERP benefits or to enforce or clarify rights under the SERP under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to this SERP unless the legal action is commenced in the proper forum before the earlier of:
(a) thirty (30) months after the claimant knew or reasonably should have known of the principal facts on which the claim is based, or
(b) six (6) months after the claimant has exhausted the claim and review procedure.
9.4.7. Knowledge of Fact by Participant Imputed to Beneficiary. Knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.
9.5. Information Furnished by Participants. Neither the Principal Sponsor nor the Compensation Committee shall be liable or responsible for any error in the computation of the benefit of a Participant resulting from any misstatement of fact made by the Participant, directly or indirectly, to the Principal Sponsor or the Compensation Committee and used by them in determining the Participant’s benefit. Neither the Principal Sponsor nor the Compensation Committee shall be obligated or required to increase the benefit of such Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant. However, the benefit of any Participant which is overstated by reason of any such misstatement shall be reduced to the amount appropriate for the Participant in view of the truth. Any reduction of an benefit shall be retained in the SERP and used to reduce the next succeeding contribution of the Principal Sponsor to the SERP.
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SECTION 10
RULES OF CONSTRUCTION
RULES OF CONSTRUCTION
10.1. Defined Terms. Words and phrases used in this SERP with initial capital letters, which are defined in the Pension Plan documents and which are not separately defined in this SERP shall have the same meaning ascribed to them in the Pension Plan documents unless in the context in which they are used it would be clearly inappropriate to do so.
10.2. ERISA Status. This SERP is adopted with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(3) and section 401(a)(1) of ERISA. Each provision shall be interpreted and administered accordingly.
10.3. IRC Status. This SERP is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this SERP. The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this SERP.
10.4. Effect on Other Plans. This SERP shall not alter, enlarge or diminish any person’s employment rights or obligations or rights or obligations under the Pension Plan or any other plan. It is specifically contemplated that the Pension Plan will, from time to time, be amended and possibly terminated. All such amendments and termination shall be given effect under this SERP (it being expressly intended that except as expressly provided in Section 4.2 and Section 5.2 this SERP shall not lock in the benefit structures of the Pension Plan as they exist at the adoption of this SERP or upon the commencement of participation or commencement of benefits by any Participant).
10.5. Disqualification. Notwithstanding any other provision of this SERP or any election or designation made under the SERP, any individual who feloniously and intentionally kills a Participant shall be deemed for all purposes of this SERP and all elections and designations made under this SERP to have died before such Participant. A final judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction of felonious and intentional killing, the Principal Sponsor shall determine whether the killing was felonious and intentional for this purpose.
10.6. Rules of Document Construction. Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire SERP and not to any particular paragraph or Section of this SERP unless the context clearly indicates to the contrary. The titles given to the various Sections of this SERP are inserted for convenience of reference only and are not part of this SERP, and they shall not be considered in determining the
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purpose, meaning or intent of any provision hereof. If, under the rules of this SERP, an election, form or other document must be filed with or received by the Principal Sponsor or other person, it must be actually received to be effective. The determination of whether or when an election, form or other document has been received by the Principal Sponsor or other person shall be made by the Principal Sponsor on the basis of what documents are acknowledged by the Principal Sponsor or other person to be in its actual possession without regard to any “mailbox rule” of similar rule of evidence. The absence of a document in the Principal Sponsor’s or other person’s records and files shall be conclusive and binding proof that the document was not received. Notwithstanding anything apparently to the contrary contained in this SERP document, the SERP document shall be construed and administered to prevent the duplication of benefits provided under this SERP and any other qualified or nonqualified plan maintained in whole or in part by the Principal Sponsor.
10.7. References to Laws. Any reference in this SERP to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation.
10.8. Effect on Employment. Neither the terms of this SERP nor the benefits hereunder nor the continuance thereof shall be a term of the employment of any employee. The Principal Sponsor shall not be obliged to continue the SERP. The terms of this SERP shall not give any employee the right to be retained in the employment of the Principal Sponsor.
10.9. Choice of Law. This instrument has been executed and delivered in the State of Minnesota and has been drawn in conformity to the laws of that State and shall, except to the extent that federal law is controlling, be construed and enforced in accordance with the laws of the State of Minnesota.
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Exhibit 10.8
HORMEL FOODS CORPORATION
2026 NONEMPLOYEE DIRECTOR DEFERRED STOCK SUBPLAN
pursuant to the
HORMEL FOODS CORPORATION 2026 EQUITY AND INCENTIVE COMPENSATION PLAN
1.Introduction.
1.1.Plan History. The Hormel Foods Corporation 2026 Nonemployee Director Deferred Stock Subplan (the “Subplan”) is adopted effective January 27, 2026. The Subplan is considered a subplan under the Hormel Foods Corporation 2026 Equity and Incentive Compensation Plan (the “Plan”), which was approved by the stockholders of Hormel Foods Corporation (the “Company”) at the Company’s 2026 Annual Meeting of Stockholders. The Subplan is intended to continue and supplant under the Plan the Hormel Foods Corporation 2018 Nonemployee Director Deferred Stock Subplan, which was adopted effective January 30, 2018 (which itself was intended to replace the Hormel Foods Corporation 2009 Nonemployee Director Deferred Stock Subplan, which was first adopted October 4, 1999, and amended and restated effective November 24, 2003, September 18, 2006, January 1, 2008 and November 24, 2008) (the “Prior Plans”). The terms and conditions of this Subplan, and applicable elections under the Prior Plans and the Subplan, shall be considered part of an Award Agreement under the Plan with respect to any award hereunder and thereunder to any non-employee Director. Deferred compensation credited under the Prior Plans shall continue to be governed by the terms of the Prior Plans, as applicable. Except as otherwise provided in this Subplan, any capitalized term used herein shall have the same meaning as given the term by the Plan.
1.2.Purpose. The purpose of the Subplan is to provide an opportunity for non-employee Directors to increase their ownership of shares of the Common Stock (“Shares”), and thereby help align their interest in the long-term success of the Company with that of the other Stockholders. This will be accomplished by allowing each participating Director’s voluntary election to defer all or a portion of his or her retainer and meeting fees into the right under the Plan to receive Shares at a later date pursuant to elections made by such Director under or for purposes of this Subplan. Notwithstanding anything to the contrary, any deferral election by a Director made by December 31, 2025 with respect to such 2026 calendar year retainer and meeting fees shall be carried out under this Subplan.
2.Eligibility. Each Director who is not also an officer or other employee of the Company or its subsidiaries is eligible to participate in this Subplan (an “Eligible Director”).
3.Administration. This Subplan will be administered by the Committee in accordance with Section 10 of the Plan. The Company intends the Subplan to be compliant with Section 409A of the Internal Revenue Code and the regulations and other guidance issued thereunder.
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4.Election to Defer Receipt of Retainer and Fees.
4.1.Election to Defer Cash Compensation. Each Eligible Director who decides to participate in this Subplan through an applicable deferral election (a “Participating Director”) may irrevocably elect to defer receipt of cash equal to 25%, 50%, 75% or 100% of the annual cash retainer (“Retainer”) payable to that Director for services to be rendered as a Director in calendar years commencing after the effective date of such election and 25%, 50%, 75% or 100% of the meeting fees payable for attendance at Board meetings or meetings of Committees of the Board (“Meeting Fees”) otherwise payable to such Director for services performed in calendar years commencing after the effective date of such election. As of the date of adoption of this Subplan, Eligible Directors are customarily paid the Retainer one-half on February 1 and one-half on August 1 of each year, and Meeting Fees are paid on the day of the meeting. Each deferral represents a voluntary election to forego the receipt of the Retainer and/or Meeting Fees in return for the right to receive Shares at a later date. The amounts to be deferred will be in the form of Restricted Stock Units issued under the Plan and credited to an account for the Participating Director (a “Deferred Stock Account”). No Shares will be issued to a Participating Director until he or she receives a payment under the Subplan pursuant to Section 5.
4.2.Manner of Making Deferral Election. A Participating Director may elect to defer payment of the Retainer and/or Meeting Fees pursuant to this Subplan by filing, no later than any December 31 occurring after the effective date of this Subplan (or by such earlier date after the effective date of this Subplan as the Committee shall determine) (or by December 31, 2025 for purposes of 2026 Retainers and Meeting Fees), an irrevocable election with the Committee on a form provided for that purpose (“Deferral Election”). The Deferral Election shall be effective with respect to the Retainer and Meeting Fees otherwise payable for services performed during each calendar year commencing after the effective date of the Deferral Election during which the Participating Director serves on the Board, unless the Participating Director shall revoke or change the election in accordance with the procedure set forth in Section 4.5. The Deferral Election form shall specify an amount to be deferred expressed as a percentage of the Participating Director’s Retainer and Meeting Fees.
4.3.Credits to Deferred Stock Account for Deferrals. On the last business day of each calendar quarter during which a Deferral Election is in effect (the “Credit Date”), a Participating Director shall receive a credit to his or her Deferred Stock Account. The amount credited shall be in the form of Restricted Stock Units in a number equal to the number (rounded to the nearest one-hundredth) determined by dividing (a) the product of an amount equal to the Retainer and Meeting Fees specified for deferral that would otherwise have been paid to the Participating Director for the applicable calendar quarter multiplied by 105% by (b) the Market Value per Share on the Credit Date.
4.4.Dividend Equivalents Credit. Each time a dividend is paid on Shares, the Participating Director shall receive a credit of additional Restricted Stock Units to his or her Deferred Stock Account equal to either the number of Shares (if a stock dividend is paid), or that number of Shares (rounded to the nearest one-hundredth of a share) having a Market Value per Share on the dividend payment date (if a cash dividend is paid), equal to the amount of the dividend that would have been payable on the number of Shares equal to the
2
number of Restricted Stock Units credited to the Participating Director’s Deferred Stock Account on the dividend record date.
4.5.Change in Election. Prior to the first day of a calendar year commencing after the effective date of a Participating Director’s Deferral Election, the Participating Director may irrevocably elect in writing to change his or her Deferral Election either to (a) change the percentage of such Director’s Retainer and Meeting Fees to be deferred or (b) discontinue making deferrals as of the commencement of such calendar year and receive all future Retainer and Meeting Fees in cash when paid by the Company (an “Amended Election”). Once a Deferral Election becomes effective as of the first day of a calendar year, such election shall be irrevocable, and an Amended Election may only be made with respect to Retainer and Meeting Fees paid for services performed on or after the first day of the calendar year commencing after the date of receipt of such Amended Election by the Company.
5.Deferral Payment.
5.1.Deferral Payment Election. At the time of making the applicable Deferral Election, each Participating Director shall also complete a deferral payment election specifying one of the payment options described in Sections 5.2 and 5.3, and the year following his or her Separation from Service (as that term is defined in Section 5.5 below) in which amounts credited to the Participating Director’s Deferred Stock Account shall be paid in a lump sum pursuant to Section 5.2, or in which installment payments shall commence pursuant to Section 5.3. The deferral payment election shall be irrevocable as to all amounts credited to the Participating Director’s Deferred Stock Account.
5.2.Payment of Deferred Stock Accounts in a Lump Sum. Unless a Participating Director elects to receive payment of his or her Deferred Stock Account in installments as described in Section 5.3, credits to a Participating Director’s Deferred Stock Account shall be determined as of February 15 of the year following the Participating Director’s Separation from Service (or the first business day thereafter) and payable in full as soon as administratively practicable thereafter (but in no event later than March 15 of such year or at such other later date as elected by the Participating Director pursuant to Section 5.1). All payments shall be made in Shares, with one Share issued for each Restricted Stock Unit credited to the Participating Director’s Deferred Stock Account, plus cash in lieu of any fractional share (such cash amount to be pro-rated based on the Market Value per Share as measured on the applicable determination date).
5.3.Payment of Deferred Stock Accounts in Installments. A Participating Director may elect to have his or her Deferred Stock Account paid in annual installments commencing the year following Separation from Service or commencing in a later year as elected by the Participating Director pursuant to Section 5.1. All payments shall be made in Shares, with one Share issued for each Restricted Stock Unit credited to the Participating Director’s Deferred Stock Account, plus cash in lieu of any fractional share. All installment payments shall be determined as of February 15 of each year (or the first business day thereafter) and payable in full as soon as administratively practicable thereafter but in no event later than March 15 of such year. The amount of each installment payment shall be
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computed as the number of Restricted Stock Units credited to the Participating Director’s Deferred Stock Account on the relevant installment determination date, multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of installments elected (not to exceed 10) minus the number of installments previously paid. Amounts paid prior to the final installment payment shall be rounded to the nearest whole number of Shares; the final installment payment shall be for the whole number of Stock Units then credited to the Participating Director’s Deferred Stock Account, together with cash in lieu of any fractional share (such cash amount to be pro-rated based on the Market Value per Share as measured on the applicable determination date).
5.4.Change in Control. Notwithstanding the foregoing, in the event of a Participating Director’s Separation from Service within six months following a Change in Control, credits to a Participating Director’s Deferred Stock Account shall be paid in a lump sum (notwithstanding any prior election to the contrary) to the Participating Director or the Participating Director’s beneficiary or estate, as the case may be, in whole Shares (together with cash in lieu of a fractional share). For these purposes, “Change in Control” is defined as provided in Section 12(a) of the Plan, after giving effect to the final sentence of clause (iii) thereof.
5.5.Separation from Service. For purposes of this Section 5, a “Separation from Service” shall mean a complete severance of a Director’s relationship as a director of the Company and all affiliates, if any, and as an independent contractor of the Company and all affiliates, if any, for any reason. A Director may have a Separation from Service upon resignation as a director even if the Director then becomes an officer or employee of the Company or a Subsidiary. Separation from Service shall be construed to have a meaning consistent with the term “separation from service” as used and defined in Section 409A of the Code.
6.Limitation on Rights of Eligible and Participating Directors.
6.1.Service as a Director. Nothing in this Subplan will interfere with or limit in any way the right of the Company’s Board or its stockholders to remove an Eligible Director or Participating Director from the Board. Neither this Subplan nor any action taken pursuant to it will constitute or be evidence of any agreement or understanding, express or implied, that the Company’s Board or its stockholders have retained or will retain an Eligible Director or Participating Director for any period of time or at any particular rate of compensation.
6.2.Nonexclusivity of the Subplan. Nothing contained in this Subplan is intended to effect, modify or rescind any of the Company’s existing compensation plans or programs or to create any limitations on the Board’s power or authority to modify or adopt compensation arrangements as the Board may from time to time deem necessary or desirable.
7.Subplan Amendment, Modification and Termination. The Committee or the Board may amend, suspend or terminate this Subplan at any time in accordance with the provisions of Section 18 of the Plan. If there is a termination of the Subplan with respect to
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all Participating Directors, the Board shall have the right, in its sole discretion, and notwithstanding any elections made by the Participating Directors, to amend the Subplan to immediately pay all benefits in a lump sum following such Subplan termination, to the extent permissible under Section 409A of the Code.
8.Effective Date and Duration of the Subplan. This Subplan is effective as of January 27, 2026, and will continue until the earlier to occur of (a) the termination of the Subplan by the Board or (b) January 27, 2036.
9.Participants Are General Creditors of the Company. The Participating Directors and beneficiaries thereof shall be general, unsecured creditors of the Company with respect to any payments to be made pursuant to this Subplan and shall not have any preferred interest by way of trust, escrow, lien or otherwise in any specific assets of the Company. Although the Company expects to set aside monies or other assets to meet its obligations hereunder (there being no obligation to do so), the same shall, nevertheless, be regarded as a part of the general assets of the Company subject to the claims of its general creditors, and neither any Participating Director nor any beneficiary thereof shall have a legal, beneficial or security interest therein.
10.Miscellaneous.
10.1.Securities Law and Other Restrictions. Notwithstanding any other provision of this Subplan or any Deferral Election or Amended Election delivered pursuant to this Subplan, the Company will not be required to issue any Shares under this Subplan and a Participating Director may not sell, assign, transfer or otherwise dispose of Shares issued pursuant to this Subplan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws or an exemption from such registration under the Securities Act and applicable state securities laws and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Shares, as may be deemed necessary or advisable by the Company, in order to comply with such securities law or other restriction.
10.2.Governing Law. The validity, construction, interpretation, administration and effect of this Subplan and any rules, regulations and actions relating to this Subplan will be governed by and construed exclusively in accordance with the internal laws (without regard to conflict of laws principles) of the State of Delaware.
10.3.Order of Precedence. This Subplan is subject to all the terms and conditions of the Plan, and to the extent there is a conflict or an inconsistency between the terms of this Subplan and those of the Plan, the terms of the Plan shall control.
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EXHIBIT 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey M. Ettinger, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Hormel Foods Corporation for the period ended April 26, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: May 28, 2026 | /s/ JEFFREY M. ETTINGER | |||||||
| JEFFREY M. ETTINGER | ||||||||
| Interim Chief Executive Officer | ||||||||
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EXHIBIT 31.2
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul R. Kuehneman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Hormel Foods Corporation for the period ended April 26, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: May 28, 2026 | /s/ PAUL R. KUEHNEMAN | |||||||
| PAUL R. KUEHNEMAN | ||||||||
| Interim Chief Financial Officer and Controller | ||||||||
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hormel Foods Corporation (the “Company”) on Form 10-Q for the period ended April 26, 2026, as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: May 28, 2026 | /s/ JEFFREY M. ETTINGER | ||||
| JEFFREY M. ETTINGER | |||||
| Interim Chief Executive Officer | |||||
| Dated: May 28, 2026 | /s/ PAUL R. KUEHNEMAN | ||||
| PAUL R. KUEHNEMAN | |||||
| Interim Chief Financial Officer and Controller | |||||
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