JBSS 10-Q
Sanfilippo John B & Son Inc (JBSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
(
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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(NASDAQ Global Select Market) |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of January 23, 2026,
JOHN B. SANFILIPPO & SON, INC.
FORM 10-Q
For the Quarter Ended December 25, 2025
INDEX
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except share and per share amounts)
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For the Quarter Ended |
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For the Twenty-Six Weeks Ended |
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December 25, |
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December 26, |
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December 25, |
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December 26, |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Selling expenses |
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Administrative expenses |
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Total operating expenses |
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Income from operations |
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Other expense: |
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Interest expense including $ |
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Rental and miscellaneous expense, net |
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Pension expense (excluding service costs) |
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Total other expense, net |
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Income before income taxes |
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Income tax expense |
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Net income and comprehensive income |
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$ |
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$ |
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$ |
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$ |
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Net income per common share-basic |
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$ |
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$ |
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$ |
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$ |
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Net income per common share-diluted |
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$ |
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$ |
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$ |
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$ |
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The accompanying unaudited notes are an integral part of these consolidated financial statements.
3
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except share and per share amounts)
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December 25, |
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June 26, |
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December 26, |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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$ |
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$ |
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$ |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Inventories |
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Prepaid expenses and other current assets |
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TOTAL CURRENT ASSETS |
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PROPERTY, PLANT AND EQUIPMENT: |
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Land |
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Buildings |
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Machinery and equipment |
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Furniture and leasehold improvements |
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Vehicles |
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Construction in progress |
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Less: Accumulated depreciation |
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Rental investment property, net of accumulated depreciation of $ |
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TOTAL PROPERTY, PLANT AND EQUIPMENT |
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Intangible assets, net |
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Deferred income taxes |
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Goodwill |
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Operating lease right-of-use assets |
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Equipment deposits |
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Other assets |
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TOTAL ASSETS |
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$ |
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$ |
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$ |
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The accompanying unaudited notes are an integral part of these consolidated financial statements.
4
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except share and per share amounts)
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December 25, |
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June 26, |
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December 26, |
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LIABILITIES & STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Revolving credit facility borrowings |
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$ |
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$ |
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$ |
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Current maturities of long-term debt, net, including related party |
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Accounts payable |
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Bank overdraft |
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Accrued payroll and related benefits |
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Dividends payable |
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Other accrued expenses |
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TOTAL CURRENT LIABILITIES |
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LONG-TERM LIABILITIES: |
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Long-term debt, less current maturities, including related party debt |
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Retirement plan |
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Long-term operating lease liabilities, net of current portion |
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Long-term workers' compensation liabilities |
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Deferred income taxes |
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Other |
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TOTAL LONG-TERM LIABILITIES |
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TOTAL LIABILITIES |
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STOCKHOLDERS' EQUITY: |
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Class A Common Stock, convertible to Common Stock on |
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Common Stock, non-cumulative voting rights of one vote |
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Capital in excess of par value |
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Retained earnings |
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Accumulated other comprehensive income |
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Treasury stock, at cost; |
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( |
) |
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( |
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( |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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$ |
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The accompanying unaudited notes are an integral part of these consolidated financial statements.
5
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except share and per share amounts)
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Accumulated |
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Class A |
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Capital in |
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Other |
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Common Stock |
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Common Stock |
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Excess of |
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Retained |
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Comprehensive |
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Treasury |
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Shares |
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Amount |
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Shares |
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Amount |
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Par Value |
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Earnings |
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Income |
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Stock |
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Total |
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Balance, June 26, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Net income |
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Cash dividends ($ |
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( |
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( |
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Equity award exercises |
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— |
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— |
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Stock-based compensation expense |
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Balance, September 25, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Net income |
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Cash dividends ($ |
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( |
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( |
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Equity award exercises, net |
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— |
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( |
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( |
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Stock-based compensation expense |
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Balance, December 25, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Accumulated |
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Class A |
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Capital in |
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Other |
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Common Stock |
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Common Stock |
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Excess of |
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Retained |
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Comprehensive |
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Treasury |
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Shares |
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Amount |
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Shares |
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Amount |
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Par Value |
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Earnings |
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Income |
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Stock |
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Total |
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Balance, June 27, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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Cash dividends ($ |
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( |
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( |
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Stock-based compensation expense |
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Balance, September 26, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Net income |
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Equity award exercises, net |
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( |
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( |
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Stock-based compensation expense |
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Balance, December 26, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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The accompanying unaudited notes are an integral part of these consolidated financial statements.
6
JOHN B. SANFILIPPO & SON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
|
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For the Twenty-Six Weeks Ended |
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December 25, |
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December 26, |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
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$ |
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Depreciation and amortization |
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Amortization of operating lease right-of-use assets |
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Loss on disposition of assets, net |
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Deferred income tax expense (benefit) |
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( |
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Stock-based compensation expense |
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Change in assets and liabilities: |
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Accounts receivable, net |
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( |
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Inventories |
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( |
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Prepaid expenses and other current assets |
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( |
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( |
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Accounts payable |
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Accrued expenses |
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( |
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Income taxes receivable |
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( |
) |
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( |
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Other long-term assets and liabilities |
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( |
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( |
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Other, net |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property, plant and equipment |
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( |
) |
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( |
) |
Proceeds from life insurance, net |
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Other, net |
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( |
) |
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( |
) |
Net cash used in investing activities |
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( |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Net short-term (repayments) borrowings |
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( |
) |
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Principal payments on long-term debt |
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( |
) |
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( |
) |
Increase in bank overdraft |
|
|
|
|
|
|
||
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of debt |
|
|
|
|
|
|
||
Debt issue costs |
|
|
( |
) |
|
|
|
|
Taxes paid related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
NET INCREASE (DECREASE) IN CASH |
|
|
|
|
|
( |
) |
|
Cash, beginning of period |
|
|
|
|
|
|
||
Cash, end of period |
|
$ |
|
|
$ |
|
||
The accompanying unaudited notes are an integral part of these consolidated financial statements.
7
JOHN B. SANFILIPPO & SON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands, except where noted and per share data)
Note 1 – Basis of Presentation and Description of Business
As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:
We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States. We also manufacture and distribute a portfolio of snack and nutrition bars (“bars”), and market and distribute, and in most cases, manufacture or process, a diverse product line of other food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, granola, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products. We primarily sell our products under a variety of private brand names, as well as under our Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese brand names. Our products are sold through
The accompanying unaudited financial statements fairly present the consolidated statements of comprehensive income, consolidated balance sheets, consolidated statements of stockholders’ equity and consolidated statements of cash flows, and reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the results of the interim periods. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.
The interim results of operations are not necessarily indicative of the results to be expected for a full year. The balance sheet data as of June 26, 2025 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Accordingly, these unaudited financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K for the fiscal year ended June 26, 2025.
Note 2 – Revenue Recognition
We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. For each customer contract, a five-step process is followed in which we identify the contract, identify performance obligations, determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when (or as) the performance obligation is transferred to the customer.
When Performance Obligations Are Satisfied
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are primarily for the delivery of raw and processed recipe and snack nuts, nut butters, trail mixes and bars.
Our customer contracts do not include more than one performance obligation. If a contract were to contain more than one performance obligation, we are required to allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for each distinct good is generally determined by directly observable data.
8
Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For virtually all of our revenues, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. This allows the customer to then direct the use and obtain substantially all of the remaining benefits from the asset at that point in time. Therefore, the timing of our revenue recognition requires little judgment.
Variable Consideration
Some of our products are sold through specific incentive programs consisting of promotional allowances, volume and customer rebates, in-store display incentives and marketing allowances, among others, to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent on certain factors such as actual purchase volumes or customer activities. It is also dependent on significant management judgment when determining estimates. The Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in the same period as the underlying program based upon the terms of the specific arrangements.
Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are also offered through various programs to customers and consumers. A provision for estimated trade promotions is recorded as a reduction of revenue (and a reduction in the transaction price) in the same period when the sale is recognized. Revenues are also recorded net of expected customer deductions, which are provided for based upon past experiences. Evaluating these estimates requires management judgment.
We generally use the most likely amount method to determine the variable consideration. We believe there will not be significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. The Company reviews and updates its estimates and related accruals of variable consideration and trade promotions at least quarterly based on the terms of the agreements and historical experience. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe. Therefore, no additional constraint on the variable consideration is required.
Contract Balances
Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the remaining rights, the Company records a contract liability. The contract asset balances as of June 26, 2025 and December 26, 2024 were $
Disaggregation of Revenue
Revenue disaggregated by sales channel is as follows:
|
|
For the Quarter Ended |
|
|
For the Twenty-Six Weeks Ended |
|
||||||||||
Distribution Channel |
|
December 25, |
|
|
December 26, |
|
|
December 25, |
|
|
December 26, |
|
||||
Consumer |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commercial Ingredients |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 3 – Leases
Description of Leases
We lease warehouse space, equipment used in the transportation of goods in our warehouses, a limited number of automobiles and semi-trailers and a small office space. Our leases generally do not contain any explicit guarantees of residual value and, with the exception of the lease for our warehousing and distribution center in Huntley, IL, generally do not contain non-lease components. Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order.
9
Through a review of our contracts, we determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. With the exception of our warehouse leases, none of our other leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to
It is our accounting policy not to apply lease recognition requirements to short-term leases, defined as leases with an initial term of 12 months or less. As such, leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. We have also made the policy election to not separate lease and non-lease components for all leases.
The following table provides supplemental information related to operating lease right-of-use assets and liabilities:
|
December 25, |
|
|
June 26, |
|
|
December 26, |
|
|
Affected Line Item in Consolidated Balance Sheets |
|||
Assets |
|
|
|
|
|
|
|
|
|
|
|||
Operating lease |
$ |
|
|
$ |
|
|
$ |
|
|
Operating lease right-of-use assets |
|||
Total lease right-of-use assets |
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|
|||
Operating leases |
$ |
|
|
$ |
|
|
$ |
|
|
||||
Noncurrent: |
|
|
|
|
|
|
|
|
|
|
|||
Operating leases |
|
|
|
|
|
|
|
|
|
Long-term operating lease liabilities |
|||
Total lease liabilities |
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
The following tables summarize the Company’s total lease costs and other information arising from operating lease transactions:
|
|
For the Quarter Ended |
|
|
For the Twenty-Six Weeks Ended |
|
||||||||||
|
|
December 25, |
|
|
December 26, |
|
|
December 25, |
|
|
December 26, |
|
||||
Operating lease costs (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease costs (b) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplemental cash flow and other information related to leases was as follows:
|
|
For the Twenty-Six Weeks Ended |
|
|||||
|
|
December 25, |
|
|
December 26, |
|
||
Operating cash flows information: |
|
|
|
|
|
|
||
Cash paid for amounts included in measurements for lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-cash activity: |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for new operating lease obligations |
|
$ |
|
|
$ |
|
||
|
|
December 25, |
|
|
June 26, |
|
|
December 26, |
|
|||
Weighted average remaining lease term (in years) |
|
|
|
|
|
|
|
|
|
|||
Weighted average discount rate |
|
|
% |
|
|
% |
|
|
% |
|||
10
Maturities of operating lease liabilities as of December 25, 2025 are as follows:
Fiscal Year Ending |
|
|
|
|
June 25, 2026 (excluding the twenty-six weeks ended December 25, 2025) |
|
$ |
|
|
June 24, 2027 |
|
|
|
|
June 29, 2028 |
|
|
|
|
June 28, 2029 |
|
|
|
|
June 27, 2030 |
|
|
|
|
June 26, 2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less imputed interest |
|
|
( |
) |
Present value of operating lease liabilities |
|
$ |
|
|
On January 15, 2026, the Company executed a
Lessor Accounting
We lease office space in our four-story office building located in Elgin, IL. As a lessor, we retain substantially all of the risks and benefits of ownership of the investment property. Under Topic 842: Leases, we continue to account for all of our leases as operating leases. Lease agreements may include options to renew. We accrue fixed lease income on a straight‑line basis over the terms of the leases. There is generally no variable lease consideration and an immaterial amount of non-lease components such as recurring utility and storage fees. Leases between related parties are immaterial.
Leasing revenue is as follows:
|
|
For the Quarter Ended |
|
|
For the Twenty-Six Weeks Ended |
|
||||||||||
|
|
December 25, |
|
|
December 26, |
|
|
December 25, |
|
|
December 26, |
|
||||
Lease income related to lease payments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years and thereafter are as follows:
Fiscal Year Ending |
|
|
|
|
June 25, 2026 (excluding the twenty-six weeks ended December 25, 2025) |
|
$ |
|
|
June 24, 2027 |
|
|
|
|
June 29, 2028 |
|
|
|
|
June 28, 2029 |
|
|
|
|
June 27, 2030 |
|
|
|
|
June 26, 2031 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
Note 4 – Inventories
Inventories consist of the following:
|
|
December 25, |
|
|
June 26, |
|
|
December 26, |
|
|||
Raw material and supplies |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Work-in-process and finished goods |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
11
Note 5 – Goodwill and Intangible Assets
Identifiable intangible assets that are subject to amortization consist of the following:
|
|
December 25, |
|
|
June 26, |
|
|
December 26, |
|
|||
Customer relationships |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Brand names |
|
|
|
|
|
|
|
|
|
|||
Product formulas |
|
|
|
|
|
|
|
|
|
|||
Non-compete agreement |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Less accumulated amortization: |
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Brand names |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Product formulas |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-compete agreement |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Customer relationships are being amortized on an accelerated basis. The brand names remaining to be amortized consist of the Squirrel Brand and Southern Style Nuts brand names.
Total amortization expense related to intangible assets, which is classified in “administrative expenses” in the Consolidated Statement of Comprehensive Income, was $
Fiscal Year Ending |
|
|
|
|
June 24, 2027 |
|
$ |
|
|
June 29, 2028 |
|
|
|
|
June 28, 2029 |
|
|
|
|
June 27, 2030 |
|
|
|
|
June 26, 2031 |
|
|
|
|
Our net goodwill at December 25, 2025 was comprised of $
Gross goodwill balance at June 27, 2024 |
|
$ |
|
|
Accumulated impairment losses |
|
|
( |
) |
Net goodwill balance at June 27, 2024 |
|
|
|
|
Goodwill acquired during fiscal 2025 |
|
|
|
|
Net balance at June 26, 2025 |
|
|
|
|
Goodwill acquired during fiscal 2026 |
|
|
|
|
Net balance at December 25, 2025 |
|
$ |
|
Note 6 – Credit Facility
Our Amended and Restated Credit Agreement dated March 5, 2020, as amended most recently on June 16, 2025, provides for a $
At December 25, 2025, we had $
12
Note 7 – Equipment Loan
On June 16, 2025, the Company entered into a financing agreement with Wells Fargo Bank, N.A. which allows the Company to finance up to $
As of December 25, 2025 and June 26, 2025 there was $
Note 8 – Earnings Per Common Share
The following table presents the reconciliation of the weighted average shares outstanding used in computing basic and diluted earnings per share:
|
|
For the Quarter Ended |
|
|
For the Twenty-Six Weeks Ended |
|
||||||||||
|
|
December 25, |
|
|
December 26, |
|
|
December 25, |
|
|
December 26, |
|
||||
Weighted average number of shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
There were
Note 9 – Stock-Based Compensation Plans
The following is a summary of Restricted Stock Unit (“RSU”) activity for the first twenty-six weeks of fiscal 2026:
Restricted Stock Units |
|
Shares |
|
|
Weighted Average Grant Date Fair Value |
|
||
Outstanding at June 26, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested (a) |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding at December 25, 2025 |
|
|
|
|
$ |
|
||
At December 25, 2025, there were
13
The following is a summary of Performance Stock Unit (“PSU”) activity for the first twenty-six weeks of fiscal 2026:
Performance Stock Units (a) |
|
Shares |
|
|
Weighted Average Grant Date Fair Value |
|
||
Outstanding at June 26, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding at December 25, 2025 |
|
|
|
|
$ |
|
||
The following table summarizes compensation expense charged to earnings for all equity compensation plans for the periods presented:
|
|
For the Quarter Ended |
|
|
For the Twenty-Six Weeks Ended |
|
||||||||||
|
|
December 25, |
|
|
December 26, |
|
|
December 25, |
|
|
December 26, |
|
||||
Stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of December 25, 2025, there was $
Note 10 – Retirement Plan
The Supplemental Employee Retirement Plan (“Retirement Plan”) is an unfunded, non-qualified benefit plan that will provide eligible participants with monthly benefits upon retirement, disability or death, subject to certain conditions. The monthly benefit is based upon each participant’s earnings and his or her number of years of service.
|
|
For the Quarter Ended |
|
|
For the Twenty-Six Weeks Ended |
|
||||||||||
|
|
December 25, |
|
|
December 26, |
|
|
December 25, |
|
|
December 26, |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The components of net periodic benefit cost, other than the service cost component, are included in the line item “Pension expense (excluding service costs)” in the Consolidated Statements of Comprehensive Income.
Note 11 – Commitments and Contingent Liabilities
We are currently a party to various legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcomes of these proceedings, individually and in the aggregate, will not materially affect our financial position, results of operations or cash flows, legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur. Unfavorable outcomes could include substantial monetary damages in excess of any appropriate accruals management has established. Were such unfavorable final outcomes to occur, there exists the possibility of a material adverse effect on our financial position, results of operations and cash flows.
14
Note 12 – Fair Value of Financial Instruments
The Financial Accounting Standards Board (the “FASB”) defines fair value as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels:
|
|
|
|
|
|
|
Level 1 |
|
|
– |
|
|
Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. |
|
|
|
||||
Level 2 |
|
|
– |
|
|
Observable inputs other than quoted prices in active markets. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. |
|
|
|
||||
Level 3 |
|
|
– |
|
|
Unobservable inputs for which there is little or no market data available. |
The carrying values of cash, trade accounts receivable and accounts payable approximate their fair values at each balance sheet date because of the short-term maturities and nature of these balances.
The carrying value of our revolving credit facility borrowings approximates fair value at each balance sheet date because interest rates on this instrument approximate current market rates (Level 2 criteria) and because of the short-term maturity and nature of this balance. In addition, there has been no significant change in our inherent credit risk.
The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs:
|
|
December 25, |
|
|
June 26, |
|
|
December 26, |
|
|||
Carrying value of current and long-term debt: |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Fair value of current and long-term debt: |
|
|
|
|
|
|
|
|
|
|||
The estimated fair value of our current and long-term debt was determined using a market approach based upon Level 2 observable inputs, which estimates fair value based on interest rates currently offered on loans with similar terms to borrowers of similar credit quality or broker quotes. In addition, there have been no significant changes in the underlying assets securing our long-term debt.
Note 13 – Segment Reporting
The Company’s chief operating decision maker (“CODM”) is comprised of the chief executive officer and chief operating officer who review financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, we operate in a single reporting unit and operating segment that consists of selling various nut and nut related products and bars through three distribution channels, almost entirely within the United States. A description of how the Company derives revenues is included in Note 2 – “Revenue Recognition”.
The CODM uses consolidated net income as the measure of segment profit or loss to make key operating decisions, monitor budget versus actual results and allocate resources. The CODM compares net income to prior year to assess year-over-year growth of the Company and compares net income to budget to evaluate how the Company is performing against internal expectations. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets. Depreciation, amortization and purchases of property, plant and equipment are reported at the consolidated level on the Consolidated Statements of Cash Flows. The significant segment expenses regularly provided to the CODM are those presented on our Consolidated Statements of Comprehensive Income. These significant expenses include cost of sales, selling expenses and administrative expenses. Other segment items include interest expense, net rental and miscellaneous expense, pension expense and income tax expense on the Consolidated Statements of Comprehensive Income.
15
Note 14 – Recent Accounting Pronouncements and Tax Legislation
The following recent accounting pronouncements have not yet been adopted:
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. The requirements of this amendment will first be applied in our upcoming Form 10-K filing for the fiscal year ending June 25, 2026, and will be applied prospectively. We are currently evaluating the impact of this disclosure update but do not expect it to have a material impact on our Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses”. The amendments in this update require disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments are effective for public entities for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this update on our related disclosures.
The following tax law was enacted this fiscal year:
Public Law No. 119-21, commonly known as the One, Big, Beautiful Bill Act (the “Act”), was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates affecting business taxpayers, including the Company. Among the tax law changes that will impact the Company relate to the acceleration of certain tax deductions including depreciation expense and research and development expenditures. This will lead to lower cash tax payments in the near term combined with an increase in our deferred tax liability. The Company implemented the Act’s tax law changes in the first quarter of fiscal 2026. The Company does not anticipate any impact to its overall tax expense, but the Act will impact the allocation of tax expense between current and deferred.
16
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements.
Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods presented is as follows:
As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our wholly-owned subsidiary, JBSS Ventures, LLC.
We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States. We also manufacture and distribute a portfolio of snack and nutrition bars (“bars”), and market and distribute, and in most cases, manufacture or process, a diverse product line of other food and snack products, including peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, granola, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products. We primarily sell our products under a variety of private brand names, as well as under our Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese brand names. Our products are sold through three core distribution channels, including food retailers in the consumer channel, commercial ingredient users and contract manufacturing customers.
Our Long-Range Plan defines our future growth priorities, focused on accelerating our private brand business with key customers in high-growth snacking categories, most notably private brand bars, while expanding branded distribution behind Orchard Valley Harvest and Fisher via insight-driven product and packaging innovation. Execution of this plan is anchored in delivering value-added solutions and high-quality, innovative products based on our extensive industry and consumer expertise. Growth in private brand bars will be supported by capacity expansion and a robust innovation pipeline, with continued focus on nutrition bars. For our branded nut & trail mix business, we are focused on attracting new consumers through product innovation, broader distribution across traditional and alternative channels and expanded purchasing occasions, including club stores and e-commerce. Promotional and advertising investments are being prioritized to drive volume growth, supported by an omni-channel strategy across recipe nuts, snack nuts and trail mix. Our Long-Range Plan includes growth through product and packaging innovation and targeted, opportunistic acquisitions. To support these initiatives, beginning in the second quarter of fiscal 2025 and continuing into fiscal 2026, we are making incremental significant capital investments in equipment and infrastructure improvements to expand our production capabilities, improve efficiency and enhance product offerings for our customers.
We continue to face ongoing operational and regulatory challenges, including food safety and compliance requirements, maintaining and expanding our customer base and driving growth across private brand and branded categories. Shifts or declines in consumer demand within a highly competitive snack product environment, combined with macroeconomic uncertainty, could adversely impact our ability to execute our Long-Range Plan.
Additional challenges include, higher food and input costs driven by increasing underlying commodity acquisition costs as well as the actual, potential or threatened U.S. and foreign tariffs on key commodities, raw materials and manufacturing equipment. Ongoing uncertainty around interest rates may further impact economic growth and consumer spending resulting in reduced demand for private brand and branded snack products, including snack nuts, trail mix and bars. We also continue to operate amid intense industry competition, potential economic downturns in the markets in which we operate and ongoing supply chain volatility. To stay compliant with recent changes in employment laws across states where we operate and remain competitive in attracting qualified talent, we expect our labor costs to continue to increase.
17
Inflation and Consumer Trends
We continue to face changing marketplace trends that are impacting our categories. Retail prices across snack nuts and trail mix have risen due to increased commodity costs and evolving global trade agreements. These higher prices, paired with general economic uncertainty, are causing consumers to purchase fewer snack products. As a result, sales volumes for snack nuts, recipe nuts, trail mix and bars are declining for the Company and the industry overall. Many consumers are shifting to private brands, more affordable nuts or bars or choosing snacks outside these categories altogether. Consumers are also shifting to more value-focused retailers, such as mass merchandising retailers and club stores, not all of which we distribute or sell to. Additionally, emerging health and wellness trends and priorities may also impact consumers' purchasing behavior, including decreased purchasing of snack foods. In response, we are focusing on our strengths by leveraging our expertise in snack nut and trail mix and bars categories, improving efficiency, innovating in product and packaging and carefully managing trade spending and pricing to support our products.
Tariffs, Supply Chain and Transportation
Global supply chain pressures have eased compared to past fiscal years, but intermittent challenges, delays and extended lead-times still exist for certain raw materials and inputs. Overall packaging and ingredient inflation appears to have moderated into our fiscal 2026, but there is still uncertainty within the supply chain from the U.S. government's tariffs on imports from foreign countries and corresponding retaliatory tariffs from foreign countries. Any incremental import tariffs will increase the cost of certain raw materials we use in our business and our financial performance may be adversely impacted if we cannot pass on the cost increases in the form of price increases to our customers. In November 2025, the U.S. government removed tariffs for several food categories, including cocoa and cashews among others, which have no domestic production. The ultimate impact of tariffs may be difficult to predict as their amount and duration is uncertain, making our planning process more difficult. The threat of tariffs may also have adverse implications to our business and the business of our suppliers and customers. While we do not have direct exposure to suppliers in Venezuela, Russia, Ukraine or Israel, the conflicts and prospects for conflict in these regions could continue to result in volatile commodity markets, supply chain disruptions and increased costs, including shipping costs.
Trucking capacity continues to slowly decline, potentially leading to further instability in the transportation industry. While indicators suggest transportation prices are stabilizing, the overall transportation environment remains unpredictable. Additionally, fuel prices have been unpredictable and may vary depending on the level of economic activity in the areas where we ship and receive shipments and the prevailing price of oil.
Our most significant ingredient requirements include cocoa products, dried fruits, sweeteners, vegetable oils, rolled oats, flour and dairy. Many of these materials and their associated costs are subject to price fluctuations from several factors, including changing commodity markets, other market conditions, demand for raw materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), ongoing political instability and other factors beyond our control.
We focus on remaining agile by identifying risks proactively, modifying inventory and production plans and diversifying our supplier base to mitigate risk of customer order shortages and our supply chain. We continue to proactively manage our business in response to the evolving global economic environment and related uncertainties and intend to take steps to further mitigate impacts to our supply chain as they develop. If unforeseen supply chain pressures emerge or worsen, or we cannot obtain the transportation and labor services needed to obtain raw materials or fulfill customer orders, such shortages and supply chain issues could have an unfavorable impact on net sales and our operations in the remainder of fiscal 2026.
The cocoa supply-demand outlook is showing signs of improvement following three consecutive years of supply deficits, benefiting from recovery in Ivory Coast and Ghana as well as strong exports from Ecuador; however, cocoa prices still remain above long-term averages. Global cocoa supply balances remain historically tight, while consumption data reflects North American demand reductions amid higher prices. Additionally, as costs increase due to these circumstances or due to overall inflationary pressures, there is a further risk we cannot pass (in part or in full) such potential cost increases on to our customers or in a timely manner. If we cannot align our input costs with prices for our products, our financial performance could be impacted adversely.
18
QUARTERLY HIGHLIGHTS
Our net sales of $314.8 million for the second quarter of fiscal 2026 increased $13.7 million, or 4.6%, from our net sales of $301.1 million for the second quarter of fiscal 2025. Net sales for the first twenty-six weeks of fiscal 2026 increased by $36.2 million, or 6.3%, to $613.5 million compared to the first twenty-six weeks of fiscal 2025.
Sales volume, measured as pounds sold to customers, decreased 9.7% compared to the second quarter of fiscal 2025. Sales volume for the first twenty-six weeks of fiscal 2026 decreased 5.3% compared to the first twenty-six weeks of fiscal 2025.
Gross profit increased $6.9 million, and our gross profit margin, as a percentage of net sales, increased to 18.8% for the second quarter of fiscal 2026, compared to 17.4% for the second quarter of fiscal 2025. Gross profit increased $14.5 million, and our gross profit margin increased to 18.5% from 17.1% for the first twenty-six weeks of fiscal 2026 compared to the first twenty-six weeks of fiscal 2025.
Total operating expenses for the second quarter of fiscal 2026 increased by $0.3 million, or 0.9%, compared to the second quarter of fiscal 2025. As a percentage of net sales, total operating expenses in the second quarter of fiscal 2026 decreased to 10.5% from 10.9% for the second quarter of fiscal 2025. Total operating expenses for the first twenty-six weeks of fiscal 2026 decreased by $2.1 million, or 3.4%, compared to the first twenty-six weeks of fiscal 2025. As a percentage of net sales, total operating expenses for the first twenty-six weeks of fiscal 2026 decreased to 9.8% from 10.8% for the first twenty-six weeks of fiscal 2025.
The total value of inventories on hand at the end of the second quarter of fiscal 2026 increased $29.6 million, or 14.4%, compared to the total value of inventories on hand at the end of the second quarter of fiscal 2025.
We have seen acquisition costs for most major nut types, except for walnuts and peanuts, increase in the 2025 crop year (which falls into our current 2026 fiscal year). We completed procurement of inshell walnuts during the first half of fiscal 2026. During the third quarter, we will determine the final prices to be paid to the walnut growers based upon current market prices and other factors such as crop size and export demand. We have estimated the liability to our walnut growers and our walnut inventory costs using currently available information. Any difference between our estimated liability and the actual payments will be determined during the third quarter of fiscal 2026 and will be recognized in our financial results at that time.
19
RESULTS OF OPERATIONS
Net Sales
In the second quarter of fiscal 2026, our net sales increased 4.6% to $314.8 million, compared to net sales of $301.1 million for the second quarter of fiscal 2025. The net sales increase was primarily driven by a 15.8% increase in weighted average selling price per pound, which was primarily due to higher commodity acquisition costs for all major tree nuts and peanuts. Sales volume, which is defined as pounds sold to customers, decreased 9.7%. Sales volume decreased for all major product types. Approximately half of the sales volume decline was attributable to granola sold in the contract manufacturing channel, which was offset by increases of sales volume of walnuts, almonds and pecans.
For the first twenty-six weeks of fiscal 2026 our net sales were $613.5 million, an increase of $36.2 million, or 6.3%, compared to the same period of fiscal 2025. The increase in net sales was attributable to a 12.2% increase in the weighted average selling price per pound, which was primarily due to higher commodity acquisition costs for all major tree nuts. Sales volume decreased 5.3% compared to the same period in the prior fiscal year. Sales volume decreased for bars, granola, trail mix and cashews, while sales volume for walnuts, peanuts, pecans and almonds increased.
The following table summarizes sales by product type as a percentage of total gross sales. The information is based upon gross sales, rather than net sales, because certain adjustments, such as promotional discounts, are not allocable to product type.
|
|
For the Quarter Ended |
|
|
For the Twenty-Six Weeks Ended |
|
||||||||||
Product Type |
|
December 25, |
|
|
December 26, |
|
|
December 25, |
|
|
December 26, |
|
||||
Peanuts & Peanut Butter |
|
|
14.5 |
% |
|
|
15.2 |
% |
|
|
14.9 |
% |
|
|
15.8 |
% |
Pecans |
|
|
15.5 |
|
|
|
15.5 |
|
|
|
11.9 |
|
|
|
11.7 |
|
Cashews & Mixed Nuts |
|
|
18.4 |
|
|
|
17.4 |
|
|
|
18.3 |
|
|
|
17.3 |
|
Walnuts |
|
|
8.1 |
|
|
|
5.5 |
|
|
|
7.2 |
|
|
|
4.9 |
|
Almonds |
|
|
7.2 |
|
|
|
6.7 |
|
|
|
7.2 |
|
|
|
6.8 |
|
Trail & Snack Mixes |
|
|
21.5 |
|
|
|
21.5 |
|
|
|
23.5 |
|
|
|
24.0 |
|
Bars |
|
|
10.1 |
|
|
|
12.3 |
|
|
|
11.8 |
|
|
|
13.6 |
|
Other |
|
|
4.7 |
|
|
|
5.9 |
|
|
|
5.2 |
|
|
|
5.9 |
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
The following table shows a comparison of net sales by distribution channel (dollars in thousands):
|
|
For the Quarter Ended |
|
|||||||||||||||||||||
Distribution Channel |
|
December 25, |
|
|
Percentage |
|
|
December 26, |
|
|
Percentage |
|
|
$ |
|
|
% |
|
||||||
Consumer (1) |
|
$ |
263,159 |
|
|
|
83.6 |
% |
|
$ |
251,359 |
|
|
|
83.5 |
% |
|
$ |
11,800 |
|
|
|
4.7 |
% |
Commercial Ingredients |
|
|
27,985 |
|
|
|
8.9 |
|
|
|
26,589 |
|
|
|
8.8 |
|
|
|
1,396 |
|
|
|
5.3 |
% |
Contract Manufacturing |
|
|
23,633 |
|
|
|
7.5 |
|
|
|
23,119 |
|
|
|
7.7 |
|
|
|
514 |
|
|
|
2.2 |
% |
Total |
|
$ |
314,777 |
|
|
|
100.0 |
% |
|
$ |
301,067 |
|
|
|
100.0 |
% |
|
$ |
13,710 |
|
|
|
4.6 |
% |
20
The following table shows a comparison of net sales by distribution channel (dollars in thousands):
|
|
For the Twenty-Six Weeks Ended |
|
|||||||||||||||||||||
Distribution Channel |
|
December 25, |
|
|
Percentage |
|
|
December 26, |
|
|
Percentage |
|
|
$ |
|
|
% |
|
||||||
Consumer (1) |
|
$ |
505,244 |
|
|
|
82.4 |
% |
|
$ |
480,743 |
|
|
|
83.2 |
% |
|
$ |
24,501 |
|
|
|
5.1 |
% |
Commercial Ingredients |
|
|
59,194 |
|
|
|
9.6 |
|
|
|
53,489 |
|
|
|
9.3 |
|
|
|
5,705 |
|
|
|
10.7 |
% |
Contract Manufacturing |
|
|
49,022 |
|
|
|
8.0 |
|
|
|
43,031 |
|
|
|
7.5 |
|
|
|
5,991 |
|
|
|
13.9 |
% |
Total |
|
$ |
613,460 |
|
|
|
100.0 |
% |
|
$ |
577,263 |
|
|
|
100.0 |
% |
|
$ |
36,197 |
|
|
|
6.3 |
% |
Net sales in the consumer distribution channel increased $11.8 million, or 4.7%, and sales volume decreased 8.4% in the second quarter of fiscal 2026, compared to the second quarter of fiscal 2025. The sales volume decrease was driven by a 7.9% decrease in private brand sales volume due to lower volume in bars and, to a lesser extent, nuts and trail mix. Nuts and trail mix volume was impacted by higher retail prices, soft demand, including consumer downsizing, and reduced distribution at a major mass merchandiser. These declines were partially offset by new business with an existing customer and improved performance at another mass merchandiser. Bar sales declined as prior year's volumes were elevated by low industry-wide inventory levels and the lingering impact of a national brand recall, which temporarily boosted private label bars demand. A strategic reduction in sales to one grocery retailer also contributed to the bars decline. Branded sales volume decreased 11.2% due to lost distribution of Orchard Valley Harvest at a major non-food customer and the timing of Fisher snack promotions also at a major non-food customer.
In the first twenty-six weeks of fiscal 2026, net sales in the consumer distribution channel increased $24.5 million, or 5.1%, and sales volume decreased 6.8% compared to the same period of fiscal 2025. The sales volume decrease was driven by a 5.5% decrease in private brand sales volume due to lower volume in nuts and trail mix, bars and peanut butter. Nuts and trail mix volume was impacted by higher retail prices, consumer downsizing, soft demand and reduced distribution at a major mass merchandiser. These nuts and trail mix declines were partially offset by new business with an existing customer. Private brand bars declined due the reasons cited in the quarterly comparison, which were partially offset by growth at a current customer. Peanut butter declined due to a product discontinuation at a mass merchandiser. Branded sales volume decreased 14.5% due to lost distribution of Orchard Valley Harvest cited in the quarterly comparison.
Net sales in the commercial ingredients distribution channel increased $1.4 million, or 5.3%, and sales volume decreased by 1.1% in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025.
In the first twenty-six weeks of fiscal 2026, net sales in the commercial ingredients distribution channel increased $5.7 million, or 10.7%, and sales volume increased 5.8% compared to the same period of fiscal 2025. The sales volume increase was mainly driven by increased sales of peanut crushing stock to peanut oil processors, new business at one customer and higher peanut butter volume at existing food service customers.
Net sales in the contract manufacturing distribution channel increased $0.5 million, or 2.2%, and sales volume decreased 26.5% in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025. The decrease in sales volume was due to decreased granola processed at the Lakeville facility, which was partially offset by increased snack nut sales to a customer added during the second quarter of the prior year.
In the first twenty-six weeks of fiscal 2026, net sales in the contract manufacturing distribution channel increased $6.0 million, or 13.9%, and sales volume decreased 7.6% compared to the same period of fiscal 2025. The sales volume decrease was due to the reasons cited in the quarterly comparison along with lower peanut and peanut butter to a major customer. This was partially offset by the same increase cited in the quarterly comparison.
21
Gross Profit
Gross profit increased $6.9 million, or 13.2%, to $59.2 million for the second quarter of fiscal 2026, compared to $52.3 million for the second quarter of fiscal 2025. The increase in gross profit was due primarily to higher net sales and selling prices more closely aligned with commodity acquisition costs compared to the second quarter of fiscal 2025. Additionally, reduced manufacturing spending and operational efficiencies contributed to the overall gross profit increase. Our gross profit margin, as a percentage of net sales, increased to 18.8% for the second quarter of fiscal 2026 compared to 17.4% for the second quarter of fiscal 2025, mainly due to the factors mentioned previously.
Gross profit was $113.3 million for the first twenty-six weeks of fiscal 2026 compared to $98.8 million for the first twenty-six weeks of fiscal 2025 for the same reasons cited in the quarterly comparison. Our gross profit margin, as a percentage of net sales, increased to 18.5% for the first twenty-six weeks of fiscal 2026 compared to 17.1% for the first twenty-six weeks of fiscal 2025 mainly due to the factors mentioned previously and a one time pricing concession in the first quarter of fiscal 2025 for a bars customer which did not recur in fiscal 2026.
Operating Expenses
Total operating expenses for the second quarter of fiscal 2026 increased $0.3 million, or 0.9%, to $33.2 million. Operating expenses decreased to 10.5% of net sales for the second quarter of fiscal 2026, compared to 10.9% of net sales for the second quarter of fiscal 2025.
Selling expenses for the second quarter of fiscal 2026 were $21.1 million, a decrease of $1.5 million, or 6.5%, from the second quarter of fiscal 2025. The decrease was driven by a $0.7 million decrease in third-party warehouse costs, a $0.6 million decrease in advertising and consumer insight research expense, a $0.6 million decrease in freight expense, and a $0.7 million decrease in salary and equity compensation expenses. These were partially offset by a $1.4 million increase in incentive compensation expense.
Administrative expenses for the second quarter of fiscal 2026 increased $1.8 million, or 17.4%, to $12.1 million, compared to $10.3 million for the second quarter of fiscal 2025. The increase was due to a $2.3 million increase in incentive compensation expense slightly offset by a $0.5 million decrease in loss on asset disposals.
Total operating expenses for the first twenty-six weeks of fiscal 2026 decreased by $2.1 million, or 3.4%, to $60.3 million. Operating expenses as a percentage of net sales decreased to 9.8% for the first twenty-six weeks of fiscal 2026, compared to 10.8% for the first twenty-six weeks of fiscal 2025.
Selling expenses for the first twenty-six weeks of fiscal 2026 were $39.0 million, a decrease of $3.4 million, or 8.1%, from the first twenty-six weeks of fiscal 2025. The decrease was driven primarily by a $2.0 million decrease in advertising and consumer insight research expense, a $1.4 million decrease in third-party warehouse costs, a $1.2 million decrease in freight expense and a $1.0 million decrease in salary expense. These were partially offset by a $1.7 million increase in incentive compensation expense and a $0.6 million increase in commissions expense.
Administrative expenses for the first twenty-six weeks of fiscal 2026 increased $1.3 million, or 6.5%, to $21.2 million compared the first twenty-six weeks of fiscal 2025. The increase was primarily due to a $2.9 million increase in incentive compensation expense. This was partially offset by a $0.6 million decrease in personnel and recruitment expenses and a $0.6 million decrease in loss on asset disposals.
Income from Operations
Due to the factors discussed above, income from operations was $26.0 million, or 8.3% of net sales, for the second quarter of fiscal 2026, compared to $19.4 million, or 6.4% of net sales, for the second quarter of fiscal 2025.
Due to the factors discussed above, income from operations was $53.0 million, or 8.6% of net sales, for the first twenty-six weeks of fiscal 2026, compared to $36.4 million, or 6.3% of net sales, for the first twenty-six weeks of fiscal 2025.
Interest Expense
Interest expense was $0.5 million for the second quarter of fiscal 2026, compared to $0.8 million for the second quarter of fiscal 2025 due to lower average debt levels.
Interest expense was $1.5 million for the first twenty-six weeks of fiscal 2026, compared to $1.3 million for the first twenty-six weeks of fiscal 2025.
22
Rental and Miscellaneous Expense, Net
Net rental and miscellaneous expense was $0.6 million for the second quarter of fiscal 2026, compared to $0.3 million for the second quarter of fiscal 2025, primarily due to the departure of a tenant upon lease expiration at our Elgin Site.
Net rental and miscellaneous expense was $1.2 million for the first twenty-six weeks of fiscal 2026, compared to $0.8 million for the first twenty-six weeks of fiscal 2025.
Pension Expense (Excluding Service Costs)
Pension expense (excluding service costs) was $0.4 million for both the second quarter of fiscal 2026 and fiscal 2025.
Pension expense (excluding service costs) was $0.8 million for the first twenty-six weeks of fiscal 2026, compared to $0.7 million for the first twenty-six weeks of fiscal 2025.
Income Tax Expense
Income tax expense was $6.6 million, or 26.7% of income before income taxes, for the second quarter of fiscal 2026, compared to $4.3 million, or 24.0% of income before income taxes, for the second quarter of fiscal 2025. The increase in the effective tax rate is primarily due to an increase in the disallowed deduction related to officer compensation.
Income tax expense was $12.9 million, or 26.0% of income before income taxes, for the first twenty-six weeks of fiscal 2026 compared to $8.4 million, or 24.9% of income before income taxes, for the first twenty-six weeks of fiscal 2025. The increase in the effective tax rate is primarily due to the reason cited in the quarterly comparison.
Net Income
Net income was $18.0 million, or $1.54 per common share basic and $1.53 per common share diluted, for the second quarter of fiscal 2026, compared to $13.6 million, or $1.17 per common share basic and $1.16 per common share diluted, for the second quarter of fiscal 2025.
Net income was $36.7 million, or $3.14 per common share basic and $3.12 per common share diluted, for the first twenty-six weeks of fiscal 2026, compared to $25.3 million, or $2.17 per common share basic and $2.16 per common share diluted, for the first twenty-six weeks of fiscal 2025.
LIQUIDITY AND CAPITAL RESOURCES
General
The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Long-Range Plan through growing our branded and private brand nut and bar businesses, consummate and integrate business acquisitions, return cash to our stockholders through dividends, repay indebtedness and pay amounts owed under the Retirement Plan. Also, various uncertainties, including cost uncertainties, could result in additional or unexpected uses of cash. The primary sources of cash are results of operations and availability under our Credit Facility. Beginning in the second quarter of fiscal 2025 and continuing throughout fiscal 2026, we will invest approximately $90.0 million in capital expenditures and related expenses, excluding any applicable tariffs, to acquire and install equipment, and make related infrastructure improvements to expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers. Approximately half of these expenditures are payable to equipment vendors located in Europe, and most of those payments will be denominated in foreign currency. Depending on the level of tariffs in place at the time of delivery, and the potential for unfavorable changes in foreign currency exchange rates, the ultimate cost of such equipment purchases could increase significantly. During the fourth quarter of fiscal 2025, we obtained an equipment loan to finance a portion of this capital investment and intend to fund the remainder with borrowings under our Credit Facility or with available cash generated from our operations. We anticipate that expected net cash flow generated from operations and amounts available pursuant to the Credit Facility and the Equipment Loan (as defined below) will be sufficient to fund our operations and capital expenditures for the next twelve months. Our available credit under our Credit Facility has allowed us to reinvest in the Company through capital expenditures, develop new products, pay cash dividends, consummate strategic investments and business acquisitions and explore other growth strategies outlined in our Long-Range Plan.
Cash flows from operating activities have historically been driven by net income but are also significantly influenced by inventory requirements, which can change based upon fluctuations in both quantities and market prices of the various nuts and nut products we buy and sell. Current market trends in nut prices and crop estimates also impact nut procurement.
23
The following table sets forth certain cash flow information for the first half of 2026 and 2025, respectively (dollars in thousands):
|
|
December 25, |
|
|
December 26, |
|
|
$ |
|
|||
Operating activities |
|
$ |
94,625 |
|
|
$ |
19,916 |
|
|
$ |
74,709 |
|
Investing activities |
|
|
(46,263 |
) |
|
|
(25,618 |
) |
|
|
(20,645 |
) |
Financing activities |
|
|
(46,547 |
) |
|
|
5,554 |
|
|
|
(52,101 |
) |
Total change in cash |
|
$ |
1,815 |
|
|
$ |
(148 |
) |
|
$ |
1,963 |
|
Operating Activities Net cash provided by operating activities was $94.6 million for the first twenty-six weeks of fiscal 2026 compared to $19.9 million for the comparative period of fiscal 2025. The increase in operating cash flow was due primarily to changes in working capital, primarily decreased inventory and accrued expenses, and a higher net income.
Total inventories were $235.4 million at December 25, 2025, a decrease of $19.2 million, or 7.5%, from the inventory balance at June 26, 2025, and an increase of $29.6 million, or 14.4%, from the inventory balance at December 26, 2024. The decrease in inventories at December 25, 2025 compared to June 26, 2025 was due primarily to lower commodity acquisition costs for walnuts and peanuts and lower on-hand quantities of bars and pecans, partially offset by higher commodity acquisition costs for pecans and almonds and higher on-hand quantities of walnuts and cashews. The increase in inventories at December 25, 2025 compared to December 26, 2024 was due primarily to higher commodity acquisition costs across all major nut types except for peanuts and inshell walnuts, as well as greater on-hand quantities of work in process and finished goods inventory to support forecasted demand.
Raw nut and dried fruit input stocks, some of which are classified as work-in-process, decreased 2.7 million pounds, or 4.5%, at December 25, 2025 compared to December 26, 2024 due to lower quantities of walnuts, almonds and cashews on hand. This reduction was offset partially by higher quantities of peanuts and pecans on hand. The weighted average cost per pound of raw nut input stocks on hand at the end of the second quarter of fiscal 2026 increased 11.8% compared to the end of the second quarter of fiscal 2025 due primarily to higher acquisition costs for all major tree nuts except for inshell walnuts, partially offset by lower acquisition cost of peanuts and lower on-hand quantities of almonds and cashews.
Investing Activities Cash used in investing activities was $46.3 million during the first twenty-six weeks of fiscal 2026, compared to $25.6 million for the same period last year. Capital asset purchases were $47.3 million during the first twenty-six weeks of fiscal 2026, compared to $25.5 million for the first twenty-six weeks of fiscal 2025. Partially offsetting the fiscal 2026 cash outflows for capital asset purchases was $1.1 million of net life insurance proceeds received from existing life insurance contracts. We expect total capital expenditures for equipment purchases and upgrades for fiscal 2026 to be approximately $112.0 million based on current foreign currency exchange rates and tariff expectations. This includes all capital expenditures needed for the planned purchase of equipment to expand our production capabilities and related infrastructure improvements as described above, facility maintenance, food safety enhancements and expansion needs for our bars business. We expect to fund these capital purchases through a combination of borrowings under our existing Credit Facility, use of available cash from our operations and an equipment loan financing arrangement obtained in the fourth quarter of fiscal 2025. Absent any additional material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under the Credit Facility and our equipment loan financing, will be sufficient to meet the cash requirements for planned capital expenditures.
Financing Activities Cash used in financing activities was $46.5 million during the first twenty-six weeks of fiscal 2026, compared to cash provided of $5.6 million for the same period last year. Net repayments under our Credit Facility were $47.6 million during the first twenty-six weeks of fiscal 2026, compared to net borrowings of $29.3 million for the first twenty-six weeks of fiscal 2025. Equipment loan proceeds received were $16.9 million in the first twenty-six weeks of fiscal 2026. Dividends paid in the first twenty-six weeks of fiscal 2026 were approximately $6.9 million less than dividends paid in the same period last year.
Real Estate Matters
In August 2008, we completed the consolidation of our Chicago-based facilities into our Elgin headquarters (“Elgin Site”). The Elgin Site includes both an office building and a warehouse. We are currently attempting to find additional tenants for the available space in the office building at the Elgin Site. Until additional tenant(s) are found, we will not receive the benefit of rental income associated with such space. Approximately 81% of the rentable area in the office building is currently vacant. Approximately 29% of the rentable area has not been built-out. There can be no assurance that we will be able to lease the unoccupied space and further capital expenditures will likely be necessary to lease the remaining space.
In April 2024, the Company executed a 7.5 year lease for approximately 445,000 square feet of warehouse space. The warehouse is located in Huntley, IL near the Elgin Site and is primarily utilized to store finished goods inventory and as a distribution center along with light manufacturing.
24
On January 15, 2026, the Company executed a 10 year lease for the remaining warehouse space of approximately 285,000 square feet at the Huntley location.
Financing Arrangements
Our Amended and Restated Credit Agreement dated March 5, 2020, as most recently amended on June 16, 2025, provides for a $150.0 million revolving loan commitment and letter of credit subfacility. The Credit Facility has an accrued interest rate based on SOFR plus an applicable margin based upon the borrowing base calculation, ranging from 1.35% to 1.85%. The Credit Facility allows the Company to pay up to $100.0 million in dividends per year, subject to meeting availability test, and is secured by a first priority lien over our accounts receivable and inventory.
Credit Facility
At our election, borrowings under the Credit Facility currently accrue interest at either (i) a rate determined pursuant to the administrative agent’s prime rate plus an applicable margin determined by reference to the amount of loans, which may be advanced under the borrowing base calculation, ranging from 0.25% to 0.75% or (ii) a rate based on SOFR plus an applicable margin as noted above.
At December 25, 2025, the weighted average interest rate for the Credit Facility was 6.7%. The terms of the Credit Facility contain covenants that, among other things, require us to restrict investments, indebtedness, acquisitions and certain sales of assets and limit annual cash dividends or distributions, transactions with affiliates, redemptions of capital stock and prepayment and refinancing of indebtedness (if such prepayment or refinancing, among other things, is of indebtedness under the equipment loan or of a subordinate debt). If loan availability under the borrowing base calculation falls below $25.0 million, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis, until loan availability equals or exceeds $25.0 million for three consecutive months. All cash received from customers is required to be applied against the Credit Facility. The lenders under the Credit Facility have the option to accelerate and demand immediate repayment of our obligations under the Credit Facility in the event of default on the payments required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or upon the occurrence of other defaults by us under the Credit Facility. As of December 25, 2025, we were in compliance with all covenants under the Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At December 25, 2025, we had $134.7 million of available credit under the Credit Facility. If this entire amount were borrowed at December 25, 2025, we would still be in compliance with all restrictive covenants under the Credit Facility.
Selma Property
In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026 and the base monthly lease amount increased to approximately $114,000. On December 30, 2025 we exercised the final remaining five-year renewal option which extended the lease term to September 2031. The base monthly lease payment will increase to approximately $121,000 beginning in October 2026. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 million was recorded as a debt obligation. No gain or loss was recorded on the Selma Properties transaction. As of December 25, 2025, $6.0 million of the debt obligation was outstanding.
Equipment Loan
On June 16, 2025, the Company entered into a financing agreement with Wells Fargo Bank, N.A. which allows the Company to finance up to $50.0 million for the purchase of equipment to further expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers (the “Equipment Loan”). The Equipment Loan is provided under a master loan agreement and related equipment schedule(s) and is secured under a Security Agreement that provides for a first priority lien on all equipment and a second priority lien on our accounts receivable and inventory. The Company will be required to make sixty equal monthly payments comprised of principal and interest starting upon distribution of the final loan proceeds which is expected to occur in the fourth quarter of fiscal 2026. The fixed interest rate (SOFR plus an applicable margin of 1.49%) will be calculated at that point in time as well. The Equipment Loan contains a graded prepayment penalty if the loan is paid off within 36 months of commencement. The Company will make monthly interest-only payments of SOFR plus an applicable margin of 1.60% prior to the delivery and acceptance of the equipment and distribution of the final loan proceeds, which will be capitalized as part of the
25
equipment acquisition cost. As of December 25, 2025, $26.2 million of the debt obligation under the Equipment Loan was outstanding.
Critical Accounting Policies and Estimates
For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended June 26, 2025.
Recent Accounting Pronouncements
Refer to Note 14 – “Recent Accounting Pronouncements” of the Notes to Consolidated Financial Statements, contained in Part I, Item 1 of this form 10-Q, for a discussion of recently issued and adopted accounting pronouncements.
26
FORWARD LOOKING STATEMENTS
Some of the statements in this release are forward-looking. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will”, “intends”, “may”, “believes”, “anticipates”, “should” and “expects” and are based on the Company’s current expectations or beliefs concerning future events and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where expressly required to do so by law. Among the factors that could cause results to differ materially from current expectations are: (i) sales activity for the Company’s products, such as a decline in sales to one or more key customers, or to customers or in the nut and bars categories generally, in some or all channels, a change in product mix to lower price products, a decline in sales of private brand products or changing consumer preferences, including a shift from higher margin products to lower margin products; (ii) changes in the availability and costs of raw materials and ingredients due to tariffs and other import restrictions and the impact of fixed price commitments with customers; (iii) the ability to pass on price increases to customers if commodity costs rise and the potential for a negative impact on demand for, and sales of, our products from price increases; (iv) the ability to measure and estimate bulk inventory, fluctuations in the value and quantity of the Company’s nut inventories due to fluctuations in the market prices of nuts and bulk inventory estimation adjustments, respectively; (v) the Company’s ability to appropriately respond to, or lessen the negative impact of, competitive and pricing pressures; (vi) losses associated with product recalls, product contamination, food labeling or other food safety issues, or the potential for lost sales or product liability if customers lose confidence in the safety of the Company’s products or in nuts or nut products in general, or are harmed as a result of using the Company’s products; (vii) the ability of the Company to control costs (including inflationary costs) and manage shortages or other disruptions in areas such as inputs, transportation and labor; (viii) uncertainty in economic conditions, including the potential for inflation or economic downturn leading to decreased consumer demand; (ix) the timing and occurrence (or nonoccurrence) of other transactions and events, which may be subject to circumstances beyond the Company’s control; (x) the adverse effect of labor unrest or disputes, litigation and/or legal settlements, including potential unfavorable outcomes exceeding any amounts accrued; (xi) losses due to significant disruptions at any of our production or processing facilities, our inability to meet or fulfill customer orders on a timely basis, if at all, or employee unavailability due to labor shortages; (xii) the ability to implement our Long-Range Plan, including growing our branded and private brand product sales, diversifying our product offerings (including by the launch of new products) and expanding into alternative sales channels; (xiii) technology disruptions or failures or the occurrence of cybersecurity incidents or breaches; (xiv) the inability to protect the Company’s brand value, intellectual property or avoid intellectual property disputes; and (xv) our ability to manage the impacts of changing weather patterns on raw material availability due to climate change.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Part I - Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended June 26, 2025.
Item 4. Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 25, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 25, 2025, the Company’s disclosure controls and procedures were effective.
In connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 25, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of legal proceedings, see Note 11 – “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors
In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties that could materially affect our Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 26, 2025. There were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended June 26, 2025 or during the first twenty-six weeks of fiscal 2026.
See Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in this Form 10-Q, and see Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 26, 2025.
Item 5. Other Information
Rule 10b5-1 Trading Arrangement
The following table shows our directors and officers that adopted a trading plan intended to satisfy the conditions under Rule
Name & Position |
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Adoption Date |
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Shares of the Company's Common Stock |
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Expiration Date(1) |
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During the quarter ended December 25, 2025, other than noted above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
Item 6. Exhibits
The exhibits filed herewith are listed in the exhibit index below.
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EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. |
Description |
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2.1 |
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3.1 |
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3.2 |
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3.3 |
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*10.1 |
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*10.2 |
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*10.3 |
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*10.4 |
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*10.5 |
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*10.6
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*10.7
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*10.8
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*10.9
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*10.10
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*10.11
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*10.12 |
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*10.13 |
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10.14 |
29
Exhibit No. |
Description |
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10.15
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10.16
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10.17 |
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*10.18
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*10.19 |
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*10.20 |
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*10.21
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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101.INS |
Inline eXtensible Business Reporting Language (XBRL) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Link Base Documents |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBL document) |
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* Indicates a management contract or compensatory plan or arrangement.
30
SIGNATURE
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 on January 29, 2026.
JOHN B. SANFILIPPO & SON, INC. |
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By |
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/s/ Frank S. Pellegrino |
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Frank S. Pellegrino |
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Chief Financial Officer, Executive Vice President, Finance and Administration |
31
[Employee FY 2026 PSU]
John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan
Performance Restricted Stock Unit
Award Agreement
[Insert Date]
[Insert Name of Participant]
In accordance with the terms of the John B. Sanfilippo & Son, Inc. 2023 Omnibus Incentive Plan (the “Plan”), pursuant to action of the Compensation and Human Resources Committee (the “Committee”) of the Board of John B. Sanfilippo & Son, Inc. (the “Company”), the Company hereby grants to you (the “Recipient”), subject to the terms and conditions set forth in this Performance Restricted Stock Unit Award Agreement (including Annexes A and B hereto) (the “PSU Award Agreement”), Restricted Stock Units subject to performance vesting (“PSUs”), as set forth below.
Unless otherwise specified, capitalized terms used in this PSU Award Agreement shall have the meanings specified in the Plan. The terms and conditions of the Plan are incorporated by reference and govern except to the extent that, when permitted by the Plan, this PSU Award Agreement provides otherwise.
Each PSU corresponds to one Share and is an unfunded and unsecured promise by the Company to deliver such Share on a future date as set forth herein, subject to the terms and conditions set forth herein. Until such delivery, you only have the rights of a general unsecured creditor of the Company and not as a stockholder with respect to the Shares underlying your PSUs.
Number of PSUs Granted: |
Target number of PSUs [#] (the “Target PSUs”), subject to adjustment as set forth in Annex B. |
Date of Grant: |
[xx/xx/xxxx] |
Vesting Date: |
As defined in Section 1 of Annex B hereto. |
Performance Period: |
[] Fiscal Year, as specified in Section 6 of Annex B hereto.
|
Dividend Equivalents: |
None. |
PSUs are subject to cancellation as provided herein (including Annexes A and B) and the Plan.
Further terms and conditions of your Award of PSUs are set forth in Annexes A and B, which are integral parts of this PSU Award Agreement.
1
[Employee FY 2026 PSU]
By accepting this Award, you hereby acknowledge the receipt of a copy of this PSU Award Agreement, including Annexes A and B, and a copy of the Plan and agree to be bound by all terms and provisions hereof (including those in Annexes A and B) and thereto.
John B. Sanfilippo & Son, Inc.
Recipient:
Print Name:
2
[Employee FY 2026 PSU]
Annex A
Performance Restricted Stock Unit Award Agreement
Further Terms and Conditions of Award. It is understood and agreed that the Award of PSUs evidenced by the PSU Award Agreement to which this is annexed is subject to the following additional terms and conditions:
1 Employees with a director, senior director and vice president title are required to provide 60 days’ notice under this PSU Award Agreement. Employees with a senior vice president or higher title (including the CEO, CFO and COO) must provide 365 days’ notice under this PSU Award Agreement
3
[Employee FY 2026 PSU]
4
[Employee FY 2026 PSU]
5
[Employee FY 2026 PSU]
6
[Employee FY 2026 PSU]
7
[Employee FY 2026 PSU]
8
[Employee FY 2026 PSU]
Annex B
Performance Restricted Stock Unit Award Agreement
9
[Employee FY 2026 PSU]
Further Terms and Conditions of Award. It is understood and agreed that the Award of PSUs evidenced by the PSU Award Agreement to which this Annex B applies is subject to the following additional terms and conditions:
10
Exhibit 10.21
UNDERSTANDING OF SEPARATION BENEFITS
& GENERAL RELEASE AGREEMENT
This UNDERSTANDING OF SEPARATION BENEFITS & GENERAL RELEASE AGREEMENT (“Agreement”) is made by and between James Valentine (hereinafter "Employee") and John. B. Sanfilippo & Son, Inc. and its affiliates, subsidiaries, predecessors, successors and assigns (hereinafter the "Company”); Employee and Company are referenced collectively herein as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, the Parties mutually agree and acknowledge that Employee’s Illinois-based at-will employment with the Company was involuntarily terminated due to the Employee’s retirement on December 23rd, 2025 (“Separation Date”); however Employee will get paid and retain their JBSS benefits through December 31st, 2025 (“Paid through Date”);
WHEREAS, the Parties desire to fully and expeditiously resolve any and all potential claims, charges or issues of law or fact that have been raised or could have been raised, whether presently known or unknown, arising out of or in any way related to Employee’s employment with the Company, and without the Company acknowledging any liability whatsoever.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are true and correct and incorporated into this Agreement as well as in consideration of the monies, mutual promises and mutual covenants contained herein, the Parties agree as follows:
1. In exchange for the promises of Employee contained in this Agreement, including the release of claims outlined in Section 2 below, the Company agrees to provide the following benefits to Employee, in each case conditioned on Employee not timely revoking this Agreement as contemplated by Section 15 below:
The Parties acknowledge and agree that the benefits outlined in Sections 1(a), 1(b), and 1(c) above are benefits to which Employee would not be entitled under the Company's established policies, plans, and procedures and that these benefits constitute extra benefits in exchange for Employee effectively signing and not revoking this Agreement.
ACCRUED OBLIGATIONS AND VESTED BENEFITS
The payments and benefits set forth in this Section have been paid or will be paid and provided to Employee whether or not Employee signs this Agreement:
The Company has paid or will pay the base salary of Employee through the Paid through Date.
The Company has paid or will pay Employee all earned and accrued but unused vacation (aka STO hours) through the Separation Date.
401(k) plan benefits and other health and welfare plan benefits will be payable in accordance with applicable plan documents.
The Company has paid or will pay Employee in accordance with its reimbursement policy for all business expenses which Employee properly incurred in connection with Employee’s work for the Company through the Separation Date.
The outstanding restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted by the Company to Employee pursuant to the Company’s 2014 Omnibus Incentive Plan (“2014 Plan”) and 2023 Omnibus Incentive Plan (together with the 2014 Plan the “2014 and 2023 Plans”) are all unvested and listed in Exhibit A to this Agreement and shall be treated consistent with Section 13(c) of the 2014 and 2023 Plans and thus all such awards shall be forfeited and cancelled as of the Separation Date. Except as set forth on Exhibit A, Employee does not hold or have rights with respect to any other RSU, PSU or other award under the 2014 and 2023 Plans or any other equity plan of the Company.
- 2 -
2. In consideration of the promises made by the Company in this Agreement, the sufficiency of which the Employee fully acknowledges, Employee hereby releases and forever discharges the Company, and its affiliates, parent, subsidiaries, predecessors, successors and assigns, and each of its and their respective insurance carriers, employees, shareholders, owners, members, directors, board members, officers, attorneys, agents and representatives, past and present, and each of them collectively and individually (hereinafter collectively referred to as "Releasees"), from any and all actions, causes of action, claims or liabilities of any kind, whether known or unknown, which have or could be asserted against the Releasees arising out of or related to employee’s employment with the Company and/or any other occurrence up to and including the date of this Agreement, including but not limited to:
a. claims, actions, causes of action or liabilities based on discrimination, harassment or retaliation arising under the Equal Pay Act of 1963; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; Section 1981 of the Civil Rights Act of 1866; the Americans with Disabilities Act; Illinois Street Gang Racketeer Influenced and Corrupt Organizations (RICO) Act; Racketeer Influenced and Corrupt Organizations (RICO) Act; the Rehabilitation Act of 1973, the Age Discrimination in Employment Act; the Illinois Human Rights Act; the Family Medical Leave Act; the Federal Worker Adjustment and Retraining Notification Act; the Illinois Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act only to the extent permitted by law; the Federal Occupational Safety and Health Act; the National Labor Relations Act; the Illinois Equal Pay Act; and the Illinois Biometric Information Privacy Act, all as amended, and all other federal, state, municipal or local employment discrimination statutes (including, but not limited to, claims based on age, sex, gender, sexual orientation, gender identity, gender expression, attainment of benefit plan rights, race, color, national origin, ethnicity, ancestry, religion, mental disability, physical disability, handicap, medical condition, marital status, family status, legally protected leave, retaliation, genetic information, military service, and veteran status); and
b. claims, actions, causes of action or liabilities and/or any other federal, state, or local statute, law, ordinance or regulations;
c. any other claim whatsoever including, but not limited to, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, negligence, invasion or breach of privacy rights and/or any other common law, statutory or other claim whatsoever arising out of or relating to Employee’s employment with the Company;
d. but excluding any claims which Employee may make under state workers' compensation or unemployment compensation laws; any claims which by operation of law Employee cannot waive; and claims related to a breach of this Agreement.
- 3 -
Employee acknowledges and understands that nothing contained in this Agreement limits Employee’s right or ability to file a charge or complaint with or otherwise participate in any investigation or proceeding conducted by, any federal, state, municipal or local governmental agency or commission (“Government Agency”), including any Government Agency charged with enforcing any anti-discrimination law. Employee acknowledges that they understand that this Agreement does not limit their ability to communicate with or provide information, including any good faith allegations criminal conduct or unlawful employment practice (including discrimination, harassment, or retaliation), to any appropriate Government Agency without notice to the Company. This Agreement does not limit Employee’s right to receive financial incentives for information provided to any Government Agency; however, it is understood and agreed by Employee that they shall not seek or receive or be entitled to reinstatement or any monetary damages (including back pay, front pay, compensatory or punitive damages) from the Company or any Releasee as a result of any information provided to, or charge or complaint filed with, any Government Agency as this Agreement extinguishes Employee’s right to pursue any such remedy as contemplated and provided by the consideration set forth and agreed by the Parties.
3. Employee affirms that prior to signing this Agreement (a) Employee reported all hours worked and all business expenses Employee personally incurred in the course and scope of Employee’s employment with the Company; (b) that Employee will be paid or was paid on January 15th, 2026, in full, for all earned wages, bonuses (other than under the SVA Plan for the 2026 fiscal year or any subsequent fiscal year), commissions and other forms of remuneration and benefits of any kind, including payment for any earned but unused vacation and/or PTO days (aka STO days), and all other compensation due under applicable law including but not limited to the Fair Labor Standards Act, the Illinois Minimum Wage Law, and the Illinois Wage Payment and Collection Act; and (c) that Employee has been properly and fully reimbursed for any and all business expenses they personally incurred in the course of their employment with the Company. Employee understands and acknowledges that the Company’s payment of the sums referenced in this Section 3 was pursuant to the Company’s usual payroll and reimbursement policies and was not contingent upon Employee accepting or entering this Agreement. Employee further affirms that (i) no sexual harassment or abuse claims exist, or have been claimed, that would impact the tax ramifications of this Agreement pursuant to IRS Regulations and Section 13307 of the Federal Tax Cuts and Jobs Act; and (ii) Employee has no known workplace injuries or occupational diseases and that, to Employee’s knowledge, they have not been exposed to any hazardous or toxic substances during the course of their employment with the Company.
4. By executing this Agreement, Employee affirms they have (a) returned or will return per Company’s request all Company property within their possession or control, including work product they created and/or to which they have contributed during the course of Employee’s employment with the Company, or notified the Company of any such property which is lost, unable to be found or missing; (b) provided or will provide all usernames and passwords to databases to which Employee has access in connection with his Employment. Employee also affirms that they are in possession of all personal property that they had at the Company’s premises and that the Company is not in possession of any of Employee’s personal property.
5. Employee acknowledges and expressly agrees that, in Employee’s best interest, the terms and facts of this Agreement shall be kept confidential, and that Employee will not hereafter
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disclose any information concerning this Agreement to any third person except their lawful spouse, their attorney, or their paid accountant for tax purposes, or as otherwise required by law. Employee further agrees that in the event they disclose the terms of this Agreement to Employee’s spouse, attorney, or paid accountant, they will instruct that person not to reveal, disseminate by publication of any sort, or release in any manner or means this Agreement or any part thereof or any matters, factual or legal, contained in the Agreement (except as may be allowed under the Agreement or as required by applicable law or regulation) to any other person or to any member(s) of the public, or to any newspaper, magazine, radio station, television station, Internet website, or to any future, current or former employee, representative, agent, customer, creditor, or competitor of any of the Releasees without the express written consent of the Releasees. In Employee’s best interest, both Parties hereby acknowledge and agree that, should they be asked about this Agreement or any underlying dispute between Employee and Company, that person will indicate no more than that all issues have been resolved. Notwithstanding the foregoing, the Parties acknowledge that Employee’s confidentiality obligations contained in the first two sentences of this Section 5 shall only extend to such provisions of this Agreement which are not publicly disclosed by the Company in accordance with the rules and regulations of the Securities and Exchange Commission.
6. Employee’s confidentiality obligations set forth below are in addition to, and do not supersede or modify, Employee’s existing confidentiality and trade secret obligations under the Prior Agreements. Employee acknowledges that during their employment they have had access to confidential information, including the Company’s trade secrets, the Company’s proprietary and confidential information, and confidential information entrusted to the Company by others (collectively “Confidential Information”) all of which, Employee acknowledges, the Company has taken reasonable steps to secure and protect from disclosure to third parties. Employee expressly agrees that Confidential Information to which they had access is competitively-sensitive and not generally known to third-parties that could derive economic value from its use or disclosure, including, without limitation confidential: proprietary computer code; business and marketing strategies and plans; methods; techniques; formulas; pricing strategies; cost information; profit margins; data contained in the Company’s files or databases; information subject to the legal privilege or work product doctrine; customer-specific information; terms and conditions of customer and/or supplier contracts; product specifications not known to the public; the details of on-going or prospective negotiations with customers or suppliers; litigation status; litigation strategy; claims by customers or suppliers; corporate responsibility strategy; information contained in the minutes of the board and committees of the Company; compensation information regarding the employees of the Company; status of an investigations or purported investigations regarding the Company, its directors and employees; information regarding the Company’s strengths and weaknesses of which Employee was not aware prior to joining the Company and which could be competitively useful if disclosed to or used by a competitor; as well as any other information, however documented, that is a trade secret within the meaning of the Illinois Uniform Trade Secrets Act (765 ILCS 1065/2(d)) (the “IUTSA”) or the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 (the "DTSA"). “Confidential Information” shall not, however, include (a) information that the Company has disseminated to the public or that has become generally available to the public other than by Employee’s breach of any confidentiality obligation, (b) any information disclosed to Employee by a third party not under any known obligation of confidentiality to the Company, or (c) any information independently known by Employee without access to or reliance upon any Confidential Information.
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Employee understands that all Confidential Information, and all copyrights, trademarks, patents and other rights in connection therewith, shall be the sole property of the Company and its assigns. Nothing in this Agreement shall be construed to supersede or otherwise diminish any right or obligation under any confidentiality agreement or other restrictive covenant signed by Employee relating to Employee’s employment with the Company. Employee affirms they have not divulged Confidential Information and that they will continue to maintain the confidentiality of Confidential Information to which they had access by virtue of their employment with the Company consistent with Company policies and any existing lawful agreements relative to confidential and proprietary information that were in effect at the time of Employee’s employment by the Company.
Notwithstanding any provisions in this Agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets, Employee is hereby notified that, pursuant to Section 7 of the DTSA, Employee cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
Nothing in this Agreement prevents Employee from (a) requesting or receiving confidential legal advice; (b) filing a charge with, reporting possible legal violations to, or participating or cooperating with, any Governmental Agency; or (c) making truthful statements or disclosures required by law, regulation or legal process; or (d) engaging in activities that are protected by any applicable law or regulation.
7. In addition to Employee’s existing non-disparagement obligations under the Prior Agreements, Employee agrees not to make any disparaging statements that are false or misleading about Employee’s employment with or separation from the Company, the Company’s work product, the Company’s products, the Company’s directors, affiliates, employees, or any other dealings between Employee and the Company, to any third party, specifically including, without limitation, any past, present or prospective employee of the Company, any supplier or prospective supplier of the Company, any customer or prospective customer of the Company, any employer or prospective employer of Employee, or any representative of any media source. Employee further agrees not to apply for or seek future employment opportunities with the Company.
8. Employee acknowledges that the compensation provided in this Agreement is provided exclusively in exchange for the promises made in this Agreement. Nothing in this Agreement shall be construed to limit Company’s right to recover against Employee for any other damages incurred due to breach of this Agreement or any other actions of Employee, including the recovery of its reasonable costs and attorneys’ fees incurred to enforce any of the provisions of
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this Agreement. Nothing in this Agreement shall be construed to limit the Company’s right to seek injunctive relief against Employee for any breach or threatened breach of any term of this Agreement, and upon obtaining any such relief, in any form, including, but not limited to temporary or preliminary injunctive relief, Employee shall pay the Company’s reasonable attorneys’ fees and costs incurred in obtaining such relief.
9. Employee acknowledges that this Agreement contains the entire understanding between the Parties with respect to Employee’s separation and severance benefits and supersedes any prior agreements, statements, comments, or proposals between the Parties relating to such separation and severance, except for existing lawful restrictive covenant agreements as to post-employment competitive activities or confidentiality obligations imposed by agreement or applicable policy on Employee. For the avoidance of doubt, Employee’s post-employment obligations under the RSU and the PSU Award Agreements dated November 16, 2023, November 20, 2024, and November 12, 2025 , and any employment-related confidentiality agreements (collectively, the “Prior Agreements”), shall remain in full force and effect and shall survive on their own independent of and in addition to this Agreement.
Without limiting the above paragraph, Employee specifically acknowledges and reaffirms that Employee remains bound by the following post-employment restrictive covenants contained in the Prior Agreements:
Employee acknowledges that these continuing obligations are separate from and in addition to any obligations set forth in this Agreement, and that the severance consideration provided herein does not modify or reduce Employee’s obligations under the Prior Agreements. Employee acknowledge and agrees that, following the Separation Date, she will be subject to the terms of (i) the Restatement Clawback Policy (the “Clawback Policy”) and the recoupment/clawback provisions of the Sanfilippo Value Added Plan (“SVA Plan”) and any compensation payable under this Agreement shall be subject to the terms of the Clawback Policy or SVA Plan and (ii) Section 16 of the Securities Exchange Act of 1934, as amended, and any rules and regulations thereunder.
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10. Employee acknowledges and agrees that, in signing this Agreement, Employee does not rely and has not relied on any representation or statement by any of the Releasees or their agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise. Employee acknowledges that this Agreement may not be supplemented or modified except by written agreement signed by Employee and the Company.
11. This Agreement shall be binding upon Employee and upon their heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of Releasees and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement may not be assigned by Employee without the prior express written consent of the Company.
12. This Agreement is made and entered into in the State of Illinois and shall in all respects be interpreted, enforced and governed under the laws of the State of Illinois. Any disputes relating to this Agreement shall be maintained exclusively in state court located in Kane County, Illinois or federal court in the United States District Court for the Northern District of Illinois, Eastern Division, and Employee submits to the personal jurisdiction of such courts for this purpose.
13. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not to be a part of this Agreement. The Parties expressly empower a court of competent jurisdiction to modify any term or provision of this Agreement to the extent necessary to comply with existing law and to enforce the Agreement as modified.
14. Employee confirms that they have reviewed and considered this Agreement and consulted with their attorneys regarding the terms and effect thereof. Employee acknowledges that they: (a) has read this Agreement in its entirety; (b) has had sufficient time to review and consider their release, of a period not less than twenty-one (21) days; (c) understands all of the terms and conditions contained in the Agreement; (d) has been advised of their right to, and has had the opportunity to consult with their legal counsel, at their own expense, before signing this Agreement, and (e) freely, voluntarily and knowingly, without duress or coercion, consents to all the teras and conditions in this Agreement.
15. Employee acknowledges and agrees that Employee may revoke Employee’s acceptance of this Agreement within seven (7) days after its signing and that in no event shall this Agreement become effective until the eighth (8th) day after the date on which Employee signs below. Any revocation must be made in writing and should be directed to: Julia Pronitcheva, JBSS, 1703 North Randall Road, Elgin IL, 60123 via certified mail and e-mail at [email protected].
16. Should either Party be found by a Court of competent jurisdiction to have breached any provision of this Agreement, the breaching Party shall be obligated to reimburse the non-breaching Party for all damages, litigation costs, and reasonable attorneys’ fees incurred as a result of the breach and any action to enforce this Agreement.
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17. Every attempt has been made to set forth the terms of this Agreement in understandable language. Employee acknowledges that this Agreement is written in a manner that Employee understands; that Employee does understand this Agreement’s terms; that Employee is waiving and releasing all claims they may have against the Company including but not limited to age discrimination claims under all applicable laws; that Employee is not waiving or releasing claims that may arise after execution of this Agreement; that the Company has advised Employee to consult with an attorney of their own choosing before executing this Agreement; and that the Company has advised Employee not to sign this Agreement unless and until they understand each and every sentence, paragraph, or part of this Agreement.
18. All notices and other communications hereunder will be in writing and will be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Employee: The latest address for the Employee on file with the Company
If to Company: 1703 N. Randall Road, Elgin IL, 60123, Attention: SVP, Human Resources
19. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute the same instrument. The parties agree that signatures transmitted by facsimile or other electronic means, including email, are acceptable the same as original signatures for execution of this Agreement.
20. Employee acknowledges and expressly agrees that Employee has carefully read and fully understands the meaning and effects of all of the provisions of this Agreement. Employee further acknowledges that they consider this Agreement to be in their own best interest; that Employee has signed this Agreement intending to be legally bound hereby; and that Employee voluntarily enters into this Agreement by signing this Agreement below.
John. B. Sanfilippo & Son, Inc. Employee
By /s/ Julia Pronitcheva /s/ James Valentine
Title: SVP, Human Resources
Dated: 12/19/2025 Dated: 12/12/2025
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Exhibit A
Restricted Stock Units, as Specified under Accrued Obligations and Vested Benefits section.
Grant Date of each RSU/PSUs |
Total number of RSUs/PSUs Issued to Employee |
Number of RSUs/PSUs which will be Vested on the Separation Date |
Number of RSUs/PSUs which will not be Vested (and will thus be forfeited) on the Separation Date |
11/16/2023 |
940 RSUs |
940 RSUs |
0 |
11/16/2023 |
235 PSUs |
235 PSUs |
0 |
11/20/2024 |
1,341 RSUs |
1,341 RSUs |
0 |
11/12/2025 |
1,625 RSUs |
1,625 RSUs |
0 |
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Exhibit 31.1
CERTIFICATION
I, Jeffrey T. Sanfilippo, certify that:
1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended December 25, 2025;
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(s) 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(s) 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.
January 29, 2026
/s/ Jeffrey T. Sanfilippo
Jeffrey T. Sanfilippo
Chairman of the Board and
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Frank S. Pellegrino, certify that:
1. I have reviewed this Report on Form 10-Q of John B. Sanfilippo & Son, Inc. for the quarter ended December 25, 2025;
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(s) 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(s) 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.
January 29, 2026
/s/ Frank S. Pellegrino
Frank S. Pellegrino
Chief Financial Officer, Executive Vice President, Finance and Administration
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 John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10‑Q for the quarter ended December 25, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey T. Sanfilippo, Chief Executive Officer and Chairman of the Board, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
January 29, 2026
/s/ Jeffrey T. Sanfilippo
Jeffrey T. Sanfilippo
Chief Executive Officer and Chairman of the Board
Exhibit 32.2
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 John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10‑Q for the quarter ended December 25, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank S. Pellegrino, Chief Financial Officer, Executive Vice President, Finance and Administration, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
January 29, 2026
/s/ Frank S. Pellegrino
Frank S. Pellegrino
Chief Financial Officer, Executive Vice President, Finance and Administration