Marzetti Co 10-Q for FY2027 Q1
Marzetti Co (MZTI)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Marzetti Co filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2027 Q1).
The Marzetti Company reported first-quarter net sales down 2.4% to $481.5 million and diluted EPS of $1.07 versus $1.71, while Bachan’s added $17.8 million of Retail sales. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $481.52M
- down 2.4% from $493.47M a year earlier
- Net income
- $29.3M
- down 37.9% from net income of $47.18M a year earlier
- Diluted EPS
- $1.07
- down 37.4% from $1.71 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 000-04065
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| (Registrant’s telephone number, including area code) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of October 9, 2026, there were approximately 27,242,000 shares of Common Stock, without par value, outstanding.
THE MARZETTI COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
THE MARZETTI COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (Amounts in thousands, except share data) | September 30, 2026 | June 30, 2026 | |||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Receivables | |||||||||||
| Inventories: | |||||||||||
| Raw materials | |||||||||||
| Finished goods | |||||||||||
| Total inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, Plant and Equipment: | |||||||||||
| Property, plant and equipment-gross | |||||||||||
| Less accumulated depreciation | |||||||||||
| Property, plant and equipment-net | |||||||||||
| Other Assets: | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets-net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other noncurrent assets | |||||||||||
| Total | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-Term Debt | |||||||||||
| Noncurrent Operating Lease Liabilities | |||||||||||
| Other Noncurrent Liabilities | |||||||||||
| Deferred Income Taxes | |||||||||||
| Commitments and Contingencies | |||||||||||
| Shareholders’ Equity: | |||||||||||
Preferred stock-authorized | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Common stock in treasury, at cost | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
THE MARZETTI COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| Three Months Ended September 30, | |||||||||||||||||||||||
| (Amounts in thousands, except per share data) | 2026 | 2025 | |||||||||||||||||||||
| Net Sales | $ | $ | |||||||||||||||||||||
| Cost of Sales | |||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Selling, General and Administrative Expenses | |||||||||||||||||||||||
| Restructuring, Impairment and Other, Net | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest Expense | ( | ||||||||||||||||||||||
| Other, Net | |||||||||||||||||||||||
| Income Before Income Taxes | |||||||||||||||||||||||
| Taxes Based on Income | |||||||||||||||||||||||
| Net Income | $ | $ | |||||||||||||||||||||
| Net Income Per Common Share: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
| Weighted Average Common Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
THE MARZETTI COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| Three Months Ended September 30, | |||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | |||||||||||||||||||||
| Net Income | $ | $ | |||||||||||||||||||||
| Other Comprehensive Loss, Net of Tax - Postretirement Benefit Plans | ( | ( | |||||||||||||||||||||
| Comprehensive Income | $ | $ | |||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
THE MARZETTI COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended September 30, | |||||||||||
| (Amounts in thousands) | 2026 | 2025 | |||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Impacts of noncash items: | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes and other changes | |||||||||||
| Stock-based compensation expense | |||||||||||
| Restructuring and impairment charges | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other current assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Payments for property additions | ( | ( | |||||||||
| Other-net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows From Financing Activities: | |||||||||||
| Proceeds from debt | |||||||||||
| Repayments of debt | ( | ||||||||||
| Payment of dividends | ( | ( | |||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Tax withholdings for stock-based compensation | ( | ( | |||||||||
| Principal payments for finance leases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and equivalents | ( | ||||||||||
| Cash and equivalents at beginning of year | |||||||||||
| Cash and equivalents at end of period | $ | $ | |||||||||
| Supplemental Disclosure of Operating Cash Flows: | |||||||||||
| Net cash payments for income taxes | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
6
THE MARZETTI COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
(Amounts in thousands, except per share data) | Common Stock Outstanding | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
Postretirement benefit losses, net of $( | ( | ( | ||||||||||||||||||||||||||||||||||||
Cash dividends - common stock ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock-based plans | ( | ( | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
(Amounts in thousands, except per share data) | Common Stock Outstanding | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
Postretirement benefit losses, net of $( | ( | ( | ||||||||||||||||||||||||||||||||||||
Cash dividends - common stock ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Stock-based plans | ( | ( | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of The Marzetti Company and our wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant” or the “Company” and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and SEC Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the interim condensed consolidated financial statements are considered to be of a normal recurring nature. Intercompany transactions and accounts have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our 2026 Annual Report on Form 10-K. Unless otherwise noted, the term “year” and references to a particular year pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 2027 refers to fiscal 2027, which is the period from July 1, 2026 to June 30, 2027.
Property, Plant and Equipment
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Construction in progress in Accounts Payable | $ | $ | |||||||||
Accrued Compensation and Employee Benefits
Accrued compensation and employee benefits included in Accrued Liabilities was $22.4 million and $30.7 million at September 30, 2026 and June 30, 2026, respectively.
Earnings Per Share
Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (restricted stock awards, restricted stock units, stock-settled stock appreciation rights and performance units) outstanding during each period. Unvested shares of restricted stock awards granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with nonparticipating restricted stock awards, restricted stock units, stock-settled stock appreciation rights and performance units.
8
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Basic and diluted net income per common share were calculated as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Net income available to participating securities | ( | ( | |||||||||||||||||||||
| Net income available to common shareholders | $ | $ | |||||||||||||||||||||
| Weighted average common shares outstanding – basic | |||||||||||||||||||||||
| Incremental share effect from: | |||||||||||||||||||||||
| Nonparticipating restricted stock awards | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Stock-settled stock appreciation rights | |||||||||||||||||||||||
| Performance units | |||||||||||||||||||||||
| Weighted average common shares outstanding – diluted | |||||||||||||||||||||||
| Net income per common share – basic | $ | $ | |||||||||||||||||||||
| Net income per common share – diluted | $ | $ | |||||||||||||||||||||
Significant Accounting Policies
There were no changes to our Significant Accounting Policies from those disclosed in our 2026 Annual Report on Form 10-K.
Recent Accounting Standards
In November 2024, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance requiring disclosure of disaggregated income statement expenses. For each relevant expense caption presented on the face of the income statement, the following expense components must be presented in a tabular format within the notes to the financial statements at each interim and annual reporting period: purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion expense. Certain amounts already required to be disclosed under current GAAP requirements must also be presented in the same disclosure as the new disaggregation requirements. The new guidance also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, the total amount of selling expenses must be disclosed, and, in annual reporting periods, our definition of selling expenses must also be provided. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. This guidance will be effective for our annual disclosures in fiscal 2028 and for our interim-period disclosures in fiscal 2029. As the guidance only relates to disclosures, there will be no impact on our financial position or results of operations.
In July 2025, the FASB issued new accounting guidance related to the measurement of credit losses for accounts receivable and contract assets. In developing reasonable and supportable forecasts as part of estimating credit losses, all entities may elect a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. An entity that elects the practical expedient should apply the amendment on a prospective basis. We adopted this guidance in the first quarter of fiscal 2027, and there was no impact on our financial position or results of operations.
In December 2025, the FASB issued new accounting guidance related to the recognition, measurement and presentation of government grants. The amendments should be applied using a modified prospective approach, a modified retrospective approach or a full retrospective approach. This guidance will be effective for us in fiscal 2030, including interim periods. Early adoption is permitted. We are currently evaluating the impact of this guidance.
9
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 2 – Acquisition
On May 1, 2026, we completed the acquisition of Bachan’s, Inc. (“Bachan’s”), the Japanese Barbecue Sauce brand known for its authentic, clean-label products. The transaction reinforces our expanding position in the sauce category and is expected to provide additional opportunities for growth through our retail and foodservice distribution network, supply chain capabilities, and culinary expertise. The purchase price of $399.3 million, net of cash acquired, was financed with cash on hand and a $200.0 million term loan. The results of operations for Bachan’s have been included in our condensed consolidated financial statements from the date of acquisition.
The following table summarizes the preliminary purchase price allocation based on the fair value of the net assets acquired.
| Preliminary Purchase Price Allocation | |||||
| Receivables | $ | ||||
| Inventories | |||||
| Other current assets | |||||
| Property, plant and equipment | |||||
| Goodwill (not tax deductible) | |||||
| Other intangible assets | |||||
| Operating lease right-of-use assets | |||||
| Other noncurrent assets | |||||
| Current liabilities | ( | ||||
| Noncurrent operating lease liabilities | ( | ||||
| Deferred tax liabilities | ( | ||||
| Net assets acquired | $ | ||||
Further adjustments may occur to the allocation above as certain aspects of the transaction, primarily related to income taxes, are finalized during the measurement period.
The goodwill recognized above arose because the purchase price for Bachan’s reflected a number of factors including the future earnings and cash flow potential of Bachan’s, as well as the potential to broaden distribution; realize cost synergies across procurement, manufacturing, and distribution; support product innovation; and extend the brand into new channels and adjacent categories in the future. A small amount of goodwill also resulted from the workforce acquired. As Bachan’s is expected to primarily produce products for our Retail segment, all goodwill from this acquisition was recorded to the Retail segment.
We have determined values and lives of the other intangible assets listed in the allocation above as: $84.0 million for the customer relationships with a 12 -year life; $29.0 million for the proprietary recipes with a 16 -year life and $14.0 million for the tradename with a 17 -year life.
Pro forma results of operations have not been presented herein as the acquisition was not material to our results of operations.
Note 3 – Long-Term Debt
At September 30, 2026 and June 30, 2026, the First Amendment to our Credit Agreement (“Credit Agreement”) provided for the following:
•Revolving credit availability of $200 400 March 6, 2029 . Revolving loans may be used for general corporate purposes.
•An additional $200 April 29, 2031 ; however, the Amendment provides for a springing maturity date of March 6, 2029 if, by December 6, 2028, the Facility Termination Date has not been extended to April 29, 2031 or later with an Aggregate Revolving Commitment equal to or greater than the outstanding principal balance of the term loan (as such capitalized terms are defined in the Credit Agreement).
10
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Credit Agreement. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio.
The Credit Agreement contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions. There are two principal financial covenants: an interest expense test that requires us to maintain an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter; and an indebtedness test that requires us to maintain a consolidated net leverage ratio not greater than 3.5 to 1, subject to certain exceptions. The interest coverage ratio is calculated by dividing Consolidated EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated EBITDA. All financial terms used in the covenant calculations are defined more specifically in the Credit Agreement.
We had the following borrowings outstanding at September 30, 2026 and June 30, 2026:
| September 30, 2026 | June 30, 2026 | ||||||||||
Term loan (effective rate of | $ | $ | |||||||||
| Less: unamortized debt issuance costs | |||||||||||
| Current portion of long-term debt | |||||||||||
| Long-term debt, less current portion | $ | $ | |||||||||
The carrying value of the long-term debt approximates its fair value because the term loan bears interest at a variable rate that reprices periodically to reflect current market rates. The estimated fair value of the term loan is classified as Level 2 within the fair value hierarchy.
At September 30, 2026 and June 30, 2026, we had $2.5 million and $2.6 million, respectively, of standby letters of credit outstanding, which reduced the amount available for borrowing under the Credit Agreement. We paid interest of $2.8 million for the three months ended September 30, 2026. We paid no
At September 30, 2026, contractual maturities of long-term debt, excluding unamortized debt issuance costs, were as follows:
Remainder of 2027 | $ | ||||
2028 | |||||
2029 | |||||
2030 | |||||
2031 | |||||
| Total | $ | ||||
Note 4 – Commitments and Contingencies
At September 30, 2026, we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition is not expected to have a material effect on our consolidated financial statements.
We have a lease commitment with fixed cash payments totaling approximately $159 million for a lease that had not commenced as of September 30, 2026. This lease has an initial term of 15 years for warehousing space in Columbus, Ohio. In accordance with accounting guidance for leases, this commitment is properly excluded from the Condensed Consolidated Balance Sheet as of September 30, 2026. A right-of-use asset and lease liability will be recorded based on the present value of the lease payments when the lease commences later in fiscal 2027.
11
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 5 – Goodwill and Other Intangible Assets
At both September 30, 2026 and June 30, 2026, goodwill attributable to the Retail and Foodservice segments was $435.1 65.4
The following table summarizes our identifiable other intangible assets:
| September 30, 2026 | June 30, 2026 | ||||||||||
Customer Relationships ( | |||||||||||
| Gross carrying value | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Net carrying value | $ | $ | |||||||||
Proprietary Recipes ( | |||||||||||
| Gross carrying value | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Net carrying value | $ | $ | |||||||||
Tradename ( | |||||||||||
| Gross carrying value | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Net carrying value | $ | $ | |||||||||
| Total net carrying value | $ | $ | |||||||||
Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Amortization expense | $ | $ | |||||||||||||||||||||
Total annual amortization expense for each of the next five years is estimated to be as follows:
| 2028 | $ | ||||
| 2029 | $ | ||||
| 2030 | $ | ||||
| 2031 | $ | ||||
| 2032 | $ | ||||
Note 6 – Income Taxes
Prepaid federal income taxes of $10.0 million and $4.2 million were included in Other Current Assets at September 30, 2026 and June 30, 2026, respectively. Prepaid state and local income taxes of $0.4 million and $0.8 million were included in Other Current Assets at September 30, 2026 and June 30, 2026, respectively.
Note 7 – Business Segment Information
Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied.
Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and distributors in the United States. Our sauce products, which include both licensed sauces and our own branded sauces, are typically marketed in the shelf-stable section of the grocery store. Our dressings and dips, which include licensed dressings, as well as our own branded dressings, vegetable dips and fruit dips, are marketed in both the shelf-stable section and the produce department of the grocery store. Our breads and pasta products include yeast rolls, garlic breads and pasta within the frozen food section of the grocery store, as well as pasta and croutons within the shelf-stable section of the grocery store.
12
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated sauces, dressings, pasta, frozen breads and yeast rolls. The majority of our Foodservice sales are products sold under private label to national chain restaurant accounts. We also manufacture and sell various branded Foodservice products to distributors. Finally, within this segment, we manufactured and sold certain salad dressing and sauce products under a temporary supply agreement (“TSA”) resulting from our acquisition of a sauce and dressing production facility located in Atlanta, Georgia. The TSA sales commenced in March 2025 and concluded during the quarter ended March 31, 2026.
Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. Our CODM evaluates segment performance based on net sales and operating income. On a monthly basis, our CODM reviews results in comparison to the annual operating plan (“AOP”), the latest forecast and prior-year results. Resource allocation decisions are primarily made through the forecasting process, including development of the AOP. As many of our products are similar between our two segments, our procurement, manufacturing, warehousing and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. Consequently, we do not prepare, and our CODM does not review, separate balance sheets or property additions for the reportable segments. As such, our external reporting does not include the presentation of identifiable assets or depreciation and amortization separately by reportable segment.
The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice segments. In fiscal 2027, we revised the product categories within each segment to better reflect how management views and manages our product portfolio. Prior-year data has been recast to conform to the current presentation. These changes had no impact on the determination of our reportable segments; the segment-level financial information regularly reviewed by our CODM; or our previously reported consolidated net sales, Retail segment net sales, or Foodservice segment net sales.
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Retail | |||||||||||||||||||||||
| Sauces | $ | $ | |||||||||||||||||||||
| Dressings and dips | |||||||||||||||||||||||
| Breads, pasta and other | |||||||||||||||||||||||
| Total Retail net sales | $ | $ | |||||||||||||||||||||
| Foodservice | |||||||||||||||||||||||
| Sauces | $ | $ | |||||||||||||||||||||
| Dressings | |||||||||||||||||||||||
| Breads, pasta and other | |||||||||||||||||||||||
| Other dressings and sauces for TSA | |||||||||||||||||||||||
| Total Foodservice net sales | $ | $ | |||||||||||||||||||||
| Total net sales | $ | $ | |||||||||||||||||||||
The following table provides an additional disaggregation of Foodservice net sales by type of customer:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Foodservice | |||||||||||||||||||||||
| National accounts | $ | $ | |||||||||||||||||||||
| Branded and other | |||||||||||||||||||||||
| Other dressings and sauces for TSA | |||||||||||||||||||||||
| Total Foodservice net sales | $ | $ | |||||||||||||||||||||
13
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
The following tables provide financial information attributable to our reportable segments, including significant segment expenses, as well as certain amounts not allocated among our reportable segments. Net sales are predominately domestic. All intercompany transactions have been eliminated. Nonallocated corporate expenses include various expenses of a general corporate nature and costs related to certain divested or closed nonfood operations.
For The Three Months Ended September 30, 2026 | Retail | Foodservice | Total | |||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||
| Cost of Sales | ||||||||||||||||||||
| Selling, General and Administrative Expenses | ||||||||||||||||||||
| Total Segment Operating Income | $ | $ | $ | |||||||||||||||||
| Nonallocated Corporate Expenses | ||||||||||||||||||||
| Operating Income | $ | |||||||||||||||||||
| Interest Expense | ( | |||||||||||||||||||
| Other, Net | ||||||||||||||||||||
| Income Before Income Taxes | $ | |||||||||||||||||||
For The Three Months Ended September 30, 2025 | Retail | Foodservice | Total | |||||||||||||||||
| Net Sales | $ | $ | $ | |||||||||||||||||
| Cost of Sales | ||||||||||||||||||||
| Selling, General and Administrative Expenses | ||||||||||||||||||||
| Total Segment Operating Income | $ | $ | $ | |||||||||||||||||
| Nonallocated Corporate Expenses | ||||||||||||||||||||
Nonallocated Restructuring, Impairment and Other (1) | ||||||||||||||||||||
| Operating Income | $ | |||||||||||||||||||
| Other, Net | ||||||||||||||||||||
| Income Before Income Taxes | $ | |||||||||||||||||||
(1)Nonallocated restructuring, impairment and other in fiscal 2026 resulted from the closure of our Milpitas, California sauce and dressing manufacturing facility.
14
THE MARZETTI COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
The following table sets forth reconciliations of our reportable segments’ total identifiable assets to the consolidated totals and our reportable segments’ total depreciation and amortization expenses to the consolidated totals:
| September 30, 2026 | June 30, 2026 | ||||||||||||||||||||||
Identifiable Assets (1) | |||||||||||||||||||||||
Retail & Foodservice (2) | $ | $ | |||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Depreciation and Amortization | |||||||||||||||||||||||
Retail & Foodservice (2) | $ | $ | |||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
(1)Long-lived assets are predominately domestic. Retail and Foodservice identifiable assets include those assets used in our operations and other intangible assets allocated to purchased businesses. Corporate assets consist principally of cash and equivalents, deferred software costs and prepaid income taxes. The composition of our identifiable assets at September 30, 2026 is generally consistent with that of June 30, 2026.
(2)As discussed above, we do not present identifiable assets or depreciation and amortization separately by reportable segment.
Note 8 – Stock-Based Compensation
Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “2015 Plan”). As the 2015 Plan expired in November 2025, we obtained shareholder approval of The Marzetti Company 2025 Omnibus Incentive Plan (the “2025 Plan”) at our November 2025 Annual Meeting of Shareholders. The 2025 Plan did not affect any currently outstanding equity awards granted under the 2015 Plan. The 2025 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted under these plans will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under these plans varies as to the type of award granted, and the maximum term of these awards is seven years .
Our restricted stock units compensation expense was $0.9 million and $0.2 million for the three months ended September 30, 2026 and 2025, respectively. At September 30, 2026, there was $10.0 million of unrecognized compensation expense related to restricted stock units that we will recognize over a weighted-average period of 2 years.
Our restricted stock awards compensation expense was $0.8 million and $1.4 million for the three months ended September 30, 2026 and 2025, respectively. At September 30, 2026, there was $1.8 million of unrecognized compensation expense related to restricted stock awards that we will recognize over a weighted-average period of 1 year.
Our performance units compensation expense was $1.1 million and $1.0 million for the three months ended September 30, 2026 and 2025, respectively. At September 30, 2026, there was $9.1 million of unrecognized compensation expense related to performance units that we will recognize over a weighted-average period of 2 years.
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, references to “year” pertain to our fiscal year; for example, 2027 refers to fiscal 2027, which is the period from July 1, 2026 to June 30, 2027.
The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto, all included elsewhere in this report, and our 2026 Annual Report on Form 10-K.
We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). We have also presented Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income and Adjusted Net Income Per Diluted Share (“Adjusted Diluted EPS”), each of which is considered a non-GAAP financial measure, to supplement the financial information included in this report. Refer to the “Reconciliation of GAAP to non-GAAP Financial Measures” section below for additional information and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
The forward-looking statements in this section and other parts of this report involve risks, uncertainties and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements due to these factors. For more information, see the section below entitled “Forward-Looking Statements.”
OVERVIEW
Business Overview
The Marzetti Company is a manufacturer and marketer of specialty food products for the retail and foodservice channels.
Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable methodology that is consistently applied.
Over 95% of our products are sold in the United States. Foreign operations and export sales have not been significant in the past and are not expected to be significant in the future based upon existing operations. We do not have any fixed assets located outside of the United States.
Our business has the potential to achieve future growth in sales and profitability due to attributes such as:
•leading Retail market positions in several product categories with a high-quality perception;
•recognized innovation in Retail products;
•a broad customer base in both Retail and Foodservice accounts;
•well-regarded culinary expertise among Foodservice customers;
•long-standing Foodservice customer relationships that help to support strategic licensing opportunities in Retail;
•demonstrated success with strategic licensing programs in Retail through both established relationships in the foodservice industry and new relationships;
•recognized leadership in Foodservice product development;
•experience in integrating complementary business acquisitions; and
•historically strong cash flow generation that supports growth opportunities.
Our goal is to grow both Retail and Foodservice segment sales over time by:
•introducing new products and expanding distribution;
•leveraging the strength of our Retail brands to increase current product sales;
•expanding Retail growth through strategic licensing agreements;
•continuing to rely upon the strength of our reputation in Foodservice product development and quality; and
•acquiring complementary businesses.
With respect to our long-term growth strategy, in addition to complementary acquisitions, we continually evaluate the future opportunities and needs for our business specific to our plant infrastructure, production capacity and IT platforms to support and strengthen our operations. Recent examples of resulting strategic actions include:
•the acquisition of Bachan’s, Inc. (“Bachan’s”), the rapidly growing Japanese Barbecue Sauce brand known for its authentic, clean-label products, in May 2026;
•the closure of our sauce and dressing production facility in Milpitas, California during the quarter ended September 30, 2025; and
•the acquisition of a sauce and dressing production facility in the Atlanta, Georgia area in February 2025.
16
RESULTS OF CONSOLIDATED OPERATIONS
(Dollars in thousands, except per share data) | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 481,522 | $ | 493,472 | $ | (11,950) | (2.4) | % | |||||||||||||||||||||||||||||||||||||||
| Cost of Sales | 370,748 | 374,653 | (3,905) | (1.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Gross Profit | 110,774 | 118,819 | (8,045) | (6.8) | % | ||||||||||||||||||||||||||||||||||||||||||
| Gross Margin | 23.0 | % | 24.1 | % | |||||||||||||||||||||||||||||||||||||||||||
| Selling, General and Administrative Expenses | 69,330 | 58,416 | 10,914 | 18.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Restructuring, Impairment and Other, Net | — | 1,143 | (1,143) | (100.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Operating Income | 41,444 | 59,260 | (17,816) | (30.1) | % | ||||||||||||||||||||||||||||||||||||||||||
| Operating Margin | 8.6 | % | 12.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Interest Expense | (2,797) | — | (2,797) | N/M | |||||||||||||||||||||||||||||||||||||||||||
| Other, Net | 129 | 1,529 | (1,400) | (91.6) | % | ||||||||||||||||||||||||||||||||||||||||||
| Income Before Income Taxes | 38,776 | 60,789 | (22,013) | (36.2) | % | ||||||||||||||||||||||||||||||||||||||||||
| Taxes Based on Income | 9,476 | 13,607 | (4,131) | (30.4) | % | ||||||||||||||||||||||||||||||||||||||||||
| Effective Tax Rate | 24.4 | % | 22.4 | % | |||||||||||||||||||||||||||||||||||||||||||
| Net Income | $ | 29,300 | $ | 47,182 | $ | (17,882) | (37.9) | % | |||||||||||||||||||||||||||||||||||||||
| Diluted Net Income Per Common Share | $ | 1.07 | $ | 1.71 | $ | (0.64) | (37.4) | % | |||||||||||||||||||||||||||||||||||||||
Net Sales
Consolidated net sales for the three months ended September 30, 2026 decreased 2.4% to $481.5 million versus $493.5 million last year, reflecting higher net sales for the Retail segment, which were more than offset by lower net sales for the Foodservice segment. Retail segment net sales benefited from $17.8 million of incremental sales resulting from the acquisition of Bachan’s that was completed on May 1, 2026, as partially offset by organic volume declines, which included the unfavorable impacts of the cyclospora outbreak on product demand and sales. The decline in Foodservice segment net sales was driven by the impact of prior-year sales attributed to a temporary supply agreement (“TSA”) resulting from our February 2025 acquisition of a sauce and dressing production facility located in Atlanta, Georgia (“Atlanta plant”), as well as the unfavorable impact of the cyclospora outbreak. The TSA sales commenced in March 2025 and concluded during the quarter ended March 31, 2026. Foodservice segment net sales benefited from a modest level of inflationary pricing.
Breaking down the 2.4% decrease in consolidated net sales as summarized in the table below, lower organic volumes and product mix accounted for a decrease of approximately 460 basis points, the net pricing impact accounted for an increase of approximately 80 basis points, incremental sales from Bachan’s contributed approximately 360 basis points, and lower sales attributed to the TSA accounted for a decline of approximately 220 basis points. Excluding all prior-year sales attributed to the TSA, Adjusted Consolidated Net Sales for the three months ended September 30, 2026 decreased 0.3%.
| Breakdown of % Change in Consolidated Net Sales | Three Months Ended September 30, 2026 | ||||||||||||||||||||||
| Change in Organic Sales Volume / Mix | $ | (22,753) | (4.6) | % | |||||||||||||||||||
| Net Pricing Impact | 3,694 | 0.8 | |||||||||||||||||||||
| Incremental Sales from Bachan’s | 17,800 | 3.6 | |||||||||||||||||||||
| Incremental Sales for Temporary Supply Agreement (TSA) | (10,691) | (2.2) | |||||||||||||||||||||
| Total Change in Net Sales | $ | (11,950) | (2.4) | % | |||||||||||||||||||
Consolidated sales volumes, measured in pounds shipped, decreased 4.7% for the three months ended September 30, 2026. Excluding the impact of all sales attributed to the TSA, consolidated sales volumes decreased 2.4%.
See discussion of net sales by segment following the discussion of “Earnings Per Share” below.
Gross Profit
Consolidated gross profit for the three months ended September 30, 2026 decreased $8.0 million to $110.8 million. The decline in consolidated gross profit reflects the unfavorable impacts of the reduced sales and associated effects of lower production volumes on our plant operations; higher freight costs; and costs for the addition of new production capacity at our sauce and dressing facility in Atlanta, Georgia, as partially offset by our cost savings programs. Reported gross margin decreased 110 basis points while Adjusted Gross Margin decreased 160 basis points.
17
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2026 increased 18.7% to $69.3 million compared to $58.4 million in the prior-year period. In addition to incremental core SG&A expenses for Bachan’s, the higher SG&A expenses in the current year also include $2.4 million in incremental noncash amortization expense for Bachan’s intangible assets.
Restructuring, Impairment and Other, Net
In April 2025, we committed to a plan to close our sauce and dressing production facility in Milpitas, California as part of our ongoing strategic initiative to better optimize our manufacturing network. Production at the facility concluded in August 2025. In the three months ended September 30, 2025, we recorded restructuring and impairment charges of $1.1 million related to this closure. These charges consisted of one-time termination benefits and other closing costs. The operations of this facility were not classified as discontinued operations as the closure did not represent a strategic shift that would have a major effect on our operations or financial results.
Operating Income
Operating income decreased $17.8 million to $41.4 million for the three months ended September 30, 2026. The lower level of operating income primarily reflects the reduced gross profit and higher SG&A expenses. Excluding Bachan’s current-year intangible asset amortization in SG&A and the prior-year charges in Restructuring, Impairment and Other, Adjusted Operating Income decreased $16.6 million to $43.9 million.
See discussion of operating results by segment following the discussion of “Earnings Per Share” below.
Interest Expense
For the three months ended September 30, 2026, interest expense totaled $2.8 million related to borrowings under the First Amendment to our Credit Agreement (“Credit Agreement”). See further discussion in Note 3 to the condensed consolidated financial statements.
Taxes Based on Income
Our effective tax rate was 24.4% and 22.4% for the three months ended September 30, 2026 and 2025, respectively. For the three months ended September 30, 2026 and 2025, our effective tax rate varied from the statutory federal income tax rate as a result of the following factors:
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Statutory rate | 21.0 | % | 21.0 | % | |||||||
| State and local income taxes, net of federal effect | 2.3 | 1.8 | |||||||||
| Tax credits | (1.0) | (0.6) | |||||||||
| Net shortfall (windfall) tax impact - stock-based compensation | 0.9 | (0.5) | |||||||||
| Other | 1.2 | 0.7 | |||||||||
| Effective rate | 24.4 | % | 22.4 | % | |||||||
We include the tax consequences related to stock-based compensation within the computation of income tax expense. We may experience increased volatility to our income tax expense and resulting net income dependent upon, among other variables, the price of our common stock and the timing and volume of share-based payment award activity such as employee exercises of stock-settled stock appreciation rights and vestings of restricted stock awards, restricted stock units and performance units. For the three months ended September 30, 2026, the impact of net shortfalls from stock-based compensation increased our effective tax rate by 0.9%. For the three months ended September 30, 2025, the impact of net windfalls from stock-based compensation reduced our effective tax rate by 0.5%.
Earnings Per Share
As influenced by the factors discussed above, diluted net income per share for the first quarter of 2027 totaled $1.07, as compared to $1.71 per diluted share in the prior year. For the three months ended September 30, 2026, amortization of intangible assets reduced diluted earnings per share by $0.07. For the three months ended September 30, 2025, restructuring and impairment charges reduced diluted earnings per share by $0.03. The resulting Adjusted Diluted EPS was $1.14 in the current-year quarter versus $1.74 last year.
Diluted weighted average common shares outstanding have remained relatively stable for the current and prior-year periods ended September 30.
18
RESULTS OF OPERATIONS - SEGMENTS
Retail Segment
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 252,721 | $ | 247,845 | $ | 4,876 | 2.0 | % | |||||||||||||||||||||||||||||||||||||||
| Operating Income | $ | 37,176 | $ | 50,611 | $ | (13,435) | (26.5) | % | |||||||||||||||||||||||||||||||||||||||
| Operating Margin | 14.7 | % | 20.4 | % | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2026, Retail segment net sales increased 2.0% to $252.7 million from the prior-year total of $247.8 million. The increase in Retail segment net sales reflects $17.8 million of incremental sales from Bachan’s, as partially offset by lower sales volumes for the remainder of the segment. The cyclospora outbreak had a notably unfavorable impact on Retail segment net sales, accounting for an estimated year-over-year net sales decline of approximately 4% due to lower demand for our dressing, dip and crouton products. Retail segment sales volumes, measured in pounds shipped, increased 0.4%. Excluding Bachan’s, Retail segment sales volumes declined 7.1%.
For the three months ended September 30, 2026, Retail segment operating income decreased 26.5% to $37.2 million due to the lower organic sales volumes and associated unfavorable impacts on our plant operations along with increased freight costs, as partially offset by our cost savings programs.
Foodservice Segment
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 228,801 | $ | 245,627 | $ | (16,826) | (6.9) | % | |||||||||||||||||||||||||||||||||||||||
| Operating Income | $ | 30,393 | $ | 34,768 | $ | (4,375) | (12.6) | % | |||||||||||||||||||||||||||||||||||||||
| Operating Margin | 13.3 | % | 14.2 | % | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2026, Foodservice segment net sales decreased 6.9% to $228.8 million compared to $245.6 million in the prior-year period due to last year’s TSA sales and lower core sales volumes which reflect the unfavorable impact of the cyclospora outbreak. The outbreak is estimated to have reduced Foodservice segment net sales by approximately 2%, as partially offset by increased demand from select national chain restaurant account customers and the benefit of inflationary pricing. Excluding all sales attributed to the TSA resulting from the February 2025 Atlanta plant acquisition, Adjusted Foodservice Net Sales decreased 2.6%. Foodservice segment sales volumes, measured in pounds shipped, decreased 7.6%. Excluding all TSA sales, Foodservice sales volumes decreased 4.1%.
For the three months ended September 30, 2026, Foodservice segment operating income decreased 12.6% to $30.4 million due to the lower sales volumes and associated unfavorable impacts on our plant operations; increased freight costs; and costs for the addition of new production capacity at our sauce and dressing facility in Atlanta, Georgia, as partially offset by our cost savings programs and inflationary pricing.
Corporate Expenses
For the three months ended September 30, 2026 and 2025, corporate expenses totaled $26.1 million and $25.0 million, respectively. The increase was primarily driven by increased investments in personnel and IT.
LOOKING FORWARD
Looking forward to our fiscal second quarter and the remainder of the fiscal year, we anticipate Retail segment sales will continue to benefit from incremental sales attributed to the Bachan’s acquisition in addition to contributions from new items that we recently launched or have planned for introduction later this year. In the Foodservice segment, we expect sales to remain supported by select quick-service restaurant customers in our mix of national chain restaurant accounts. We continue to anticipate a moderate level of commodity cost inflation, in addition to significantly higher diesel and freight costs, most or all of which we expect to mitigate through inflationary pricing and our cost savings programs as we remain focused on margin improvement.
19
FINANCIAL CONDITION
Cash Flows
For the three months ended September 30, 2026, net cash provided by operating activities totaled $51.0 million, as compared to $69.5 million in the prior-year period. This decrease was primarily due to the lower net income. The changes in other current assets and deferred income taxes were largely offsetting and resulted from tax timing benefits.
Cash used in investing activities for the three months ended September 30, 2026 was $21.9 million, as compared to $18.8 million in the prior year. This increase primarily reflects a slightly higher level of payments for property additions in the current year.
Cash used in financing activities for the three months ended September 30, 2026 of $36.7 million increased from the prior-year total of $30.0 million. This increase primarily reflects higher levels of share repurchases and current-year debt repayments, net of proceeds from borrowings.
Liquidity and Capital Resources
Under our Credit Agreement, we may borrow up to a maximum of $200 million at any one time on a revolving credit basis, as well as an additional $200 million under a term loan to finance our acquisition of Bachan’s. At September 30, 2026, we had outstanding borrowings of $197.5 million under the term loan and no revolving loans outstanding. At September 30, 2026, we had $2.5 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the Credit Agreement. The Credit Agreement expires in March 2029, and all outstanding revolving loans are then due and payable. The maturity date for the term loan is April 29, 2031; however, there is a springing maturity date of March 6, 2029, if, by December 6, 2028, the Facility Termination Date has not been extended to April 29, 2031 or later with an aggregate revolving commitment equal to or greater than the outstanding principal balance of the term loan. Interest is variable based upon formulas tied to SOFR or an alternate base rate defined in the Credit Agreement. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. Revolving loans may be used for general corporate purposes.
The Credit Agreement contains certain restrictive covenants, including limitations on liens, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. At September 30, 2026, we were in compliance with all applicable provisions and covenants of the Credit Agreement, and we exceeded the requirements of the financial covenants by substantial margins. At September 30, 2026, there were no events that would constitute a default under the Credit Agreement.
We currently expect to remain in compliance with the Credit Agreement’s covenants for the foreseeable future. However, a default under the Credit Agreement could accelerate the repayment of any then outstanding indebtedness and limit our access to $200 million of additional revolving credit available under the Credit Agreement. Such an event could require a reduction in or curtailment of cash dividends or share repurchases, reduce or delay beneficial expansion or investment plans, or otherwise impact our ability to meet our obligations when due.
We believe that cash provided by operating activities and our existing balances in cash and equivalents, in addition to that available under the Credit Agreement, should be adequate to meet our core liquidity needs over the next 12 months, including the projected levels of capital expenditures and dividend payments. If we were to borrow outside of the Credit Agreement under current market terms, our average interest rate may increase and have an adverse effect on our results of operations. Based on our current plans and expectations, we believe our capital expenditures for 2027 could total approximately $90 million.
Beyond the next 12 months, we expect that cash provided by operating activities will be the primary source of liquidity. This source, combined with our existing balances in cash and equivalents and amounts available under the Credit Agreement, is expected to be sufficient to meet our overall cash requirements.
We have various contractual and other obligations that are appropriately recorded as liabilities in our condensed consolidated financial statements. Certain other contractual obligations are not recognized as liabilities in our condensed consolidated financial statements. Examples of such obligations are commitments to purchase raw materials or packaging inventory that has not yet been received as of September 30, 2026, lease commitments that have not yet commenced as of September 30, 2026, and purchase orders and longer-term purchase arrangements related to the procurement of services, including IT service agreements, and property, plant and equipment. The majority of these obligations, other than lease commitments, is expected to be due within one year.
20
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
We prepare our consolidated financial statements in accordance with GAAP. However, from time to time, we may present in our public statements, press releases and SEC filings, non-GAAP financial measures such as Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, and Adjusted Net Income Per Diluted Share (“Adjusted Diluted EPS”). Management considers such non-GAAP financial measures to provide useful supplemental information to investors in facilitating year-over-year comparisons by removing non-recurring items or other items that management believes do not directly reflect the underlying operations. Management uses these non-GAAP measures in the preparation of our annual operating plan and for our monthly analysis of operating results. Reconciliations of the non-GAAP measures to the most comparable GAAP financial measures are provided below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by other companies. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit and Adjusted Gross Margin are non-GAAP financial measures that exclude non-core sales and cost of sales attributed to the TSA made in connection with our February 2025 acquisition of Winland’s Atlanta-based sauce and dressing production facility. The TSA sales are included in the reported net sales for our Foodservice segment and did not contribute meaningfully to gross profit. The TSA sales commenced in March 2025 and concluded during the quarter ended March 31, 2026. The following table presents a reconciliation between net sales, cost of sales, gross profit and gross margin as reported in accordance with GAAP and Adjusted Consolidated Net Sales, Adjusted Foodservice Net Sales, Adjusted Cost of Sales, Adjusted Gross Profit and Adjusted Gross Margin for the three month periods ended September 30, 2026 and 2025.
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Reported | TSA-Related | Adjusted (non-GAAP) | Reported | TSA-Related | Adjusted (non-GAAP) | |||||||||||||||||||||||||||||
| Consolidated | |||||||||||||||||||||||||||||||||||
| Net Sales | $ | 481,522 | $ | — | $ | 481,522 | $ | 493,472 | $ | 10,691 | $ | 482,781 | |||||||||||||||||||||||
| Cost of Sales | 370,748 | — | 370,748 | 374,653 | 10,691 | 363,962 | |||||||||||||||||||||||||||||
| Gross Profit | $ | 110,774 | $ | — | $ | 110,774 | $ | 118,819 | $ | — | $ | 118,819 | |||||||||||||||||||||||
| Gross Margin | 23.0 | % | — | % | 23.0 | % | 24.1 | % | — | % | 24.6 | % | |||||||||||||||||||||||
| Foodservice Segment | |||||||||||||||||||||||||||||||||||
| Foodservice Net Sales | $ | 228,801 | $ | — | $ | 228,801 | $ | 245,627 | $ | 10,691 | $ | 234,936 | |||||||||||||||||||||||
Adjusted Operating Income and Adjusted Diluted EPS are non-GAAP financial measures that exclude certain items affecting comparability, which can impact the analysis of our underlying core business performance and trends. The following table presents a reconciliation between 1) operating income as reported in accordance with GAAP and Adjusted Operating Income and 2) diluted EPS as reported in accordance with GAAP and Adjusted Diluted EPS for the three month periods ended September 30, 2026 and 2025. The current-year adjustment reflects incremental SG&A expenses attributed to the amortization of intangible assets resulting from the Bachan’s acquisition. The prior-year adjustment reflects restructuring and impairment charges resulting from the closure of our sauce and dressing production facility in Milpitas, California.
| Dollars in thousands, except per share data | Reported | SG&A Expenses - Intangibles Amortization | Restructuring, Impairment and Other, Net | Adjusted (non-GAAP) * | |||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Operating Income | $ | 41,444 | $ | 2,409 | $ | — | $ | 43,853 | |||||||||||||||
| Diluted EPS | $ | 1.07 | $ | 0.07 | $ | — | $ | 1.14 | |||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Operating Income | $ | 59,260 | $ | — | $ | 1,143 | $ | 60,403 | |||||||||||||||
| Diluted EPS | $ | 1.71 | $ | — | $ | 0.03 | $ | 1.74 | |||||||||||||||
| Change: | |||||||||||||||||||||||
| Operating Income ($) | $ | (17,816) | $ | 2,409 | $ | (1,143) | $ | (16,550) | |||||||||||||||
| Operating Income (%) | (30.1) | % | N/M | (100.0) | % | (27.4) | % | ||||||||||||||||
| Diluted EPS ($) | $ | (0.64) | $ | 0.07 | $ | (0.03) | $ | (0.60) | |||||||||||||||
| Diluted EPS (%) | (37.4) | % | N/M | (100.0) | % | (34.5) | % | ||||||||||||||||
| * The sum of individual per share amounts may not add due to rounding. | |||||||||||||||||||||||
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CRITICAL ACCOUNTING POLICIES
There have been no changes in critical accounting policies from those policies disclosed in our 2026 Annual Report on Form 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements and their impact on our consolidated financial statements are disclosed in Note 1 to the condensed consolidated financial statements.
FORWARD-LOOKING STATEMENTS
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we have no, or limited, control including, without limitation, the specific influences outlined below. Management believes these forward-looking statements to be reasonable; however, one should not place undue reliance on such statements that are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law.
Items which could impact these forward-looking statements include, but are not limited to:
•the ability to successfully integrate the acquired Bachan’s business and achieve operational and financial performance objectives;
•changes in demand for our products, which may result from changes in consumer behavior or loss of brand reputation or customer goodwill;
•significant shifts in consumer demand and disruptions to our employees, communities, customers, supply chains, production planning, operations, and production processes resulting from the impacts of epidemics, pandemics or similar widespread public health concerns and foodborne outbreaks;
•efficiencies in plant operations and our overall supply chain network;
•geopolitical events that could create unforeseen business disruptions and impact the cost or availability of raw materials and energy;
•inflationary pressures resulting in higher input costs;
•adverse changes in freight, energy or other costs of producing, distributing or transporting our products;
•fluctuations in the cost and availability of ingredients and packaging;
•the reaction of customers or consumers to pricing actions we take to offset inflationary costs;
•price and product competition;
•changes in our cash flow or use of cash in various business activities;
•the success and cost of new product development efforts;
•the lack of market acceptance of new products;
•the impact of customer store brands on our branded retail volumes;
•dependence on key personnel and changes in key personnel;
•the impact of any laws and regulatory matters affecting our food business, including any additional requirements imposed by the federal, state or local government;
•adverse changes in trade policies, including increased tariffs, retaliatory trade measures, or other trade restrictions;
•adequate supply of labor for our manufacturing facilities;
•stability of labor relations;
•the extent to which good-fitting business acquisitions are identified, acceptably integrated, and achieve operational and financial performance objectives;
•dependence on a wide array of critical third parties to support our operations, including contract manufacturers, distributors, logistics providers and IT vendors;
•cyber-security incidents, information technology disruptions, and data breaches;
•the potential for loss of larger programs or key customer relationships;
•capacity constraints that may affect our ability to meet demand or may increase our costs;
•failure to maintain or renew license agreements;
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•the possible occurrence of product recalls or other defective or mislabeled product costs;
•maintenance of competitive position with respect to other manufacturers;
•the outcome of any litigation or arbitration;
•the effect of consolidation of customers within key market channels;
•changes in estimates in critical accounting judgments; and
•certain other factors, including the information disclosed in our discussion of risk factors under Item 1A of our 2026 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our market risks have not changed materially from those disclosed in our 2026 Annual Report on Form 10-K.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026 to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is 1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and 2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting. No changes were made to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are required to disclose certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will be in excess of an applied threshold not to exceed $1 million. We are using a threshold of $1 million as we believe this amount is reasonably designed to result in disclosure of such proceedings that are material to our business or financial condition. Applying this threshold, there are no environmental matters to disclose in this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under Item 1A in our 2026 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) In November 2010, our Board of Directors approved a share repurchase authorization of 2,000,000 common shares, of which 775,408 common shares remained authorized for future repurchases at September 30, 2026. Purchases under the share repurchase authorization may be made from time to time in the open market, in privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the share repurchase authorization will be determined based on market conditions, share price and other factors. This share repurchase authorization does not have a stated expiration date. In the first quarter, we made the following repurchases of our common stock:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans | Maximum Number of Shares that May Yet be Purchased Under the Plans | |||||||||||||||||||
| July 1-31, 2026 | — | $ | — | — | 823,584 | ||||||||||||||||||
August 1-31, 2026(1) | 7,147 | $ | 116.03 | — | 823,584 | ||||||||||||||||||
| September 1-30, 2026 | 48,176 | $ | 103.79 | 48,176 | 775,408 | ||||||||||||||||||
| Total | 55,323 | $ | 105.37 | 48,176 | 775,408 | ||||||||||||||||||
(1)Includes 7,147 shares in August 2026 that were repurchased in satisfaction of tax withholding obligations arising from the vesting of restricted stock awards granted to employees under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements. During the first quarter of fiscal 2027, none
Item 6. Exhibits
See Index to Exhibits below.
INDEX TO EXHIBITS
| Exhibit Number | Description | |||||||
10.1(a) | ||||||||
10.2(a) | ||||||||
31.1(a) | ||||||||
31.2(a) | ||||||||
32(b) | ||||||||
101.INS(a) | 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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| Exhibit Number | Description | |||||||
101.SCH(a) | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL(a) | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF(a) | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB(a) | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE(a) | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
104(a) | The cover page of The Marzetti Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (included within Exhibit 101 attachments) | |||||||
| (a) | Filed herewith | |||||||
| (b) | Furnished herewith | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE MARZETTI COMPANY | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Date: | November 3, 2026 | By: | /s/ DAVID A. CIESINSKI | ||||||||||||||
| David A. Ciesinski | |||||||||||||||||
| President, Chief Executive Officer | |||||||||||||||||
| and Director | |||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||
| Date: | November 3, 2026 | By: | /s/ THOMAS K. PIGOTT | ||||||||||||||
| Thomas K. Pigott | |||||||||||||||||
| Vice President, Chief Financial Officer | |||||||||||||||||
| and Assistant Secretary | |||||||||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||||||||
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THE MARZETTI COMPANY FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) made as of __________, 2026 (the “Grant Date”), by and between The Marzetti Company, an Ohio corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company desires to award Restricted Stock Units to the Grantee, subject to the terms and conditions of The Marzetti Company 2025 Omnibus Incentive Plan (the “Plan”) and the terms and conditions described below; WHEREAS, the Grantee wishes to accept such award, subject to the terms and conditions of the Plan and the terms and conditions described below; WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the same meanings as in the Plan. NOW, THEREFORE, the Company and the Grantee hereby agree as follows: 1. Definitions. As used in this Agreement: (a) “Compete” means to do any of the following as an officer, director, employee, independent contractor, consultant, owner, partner, member, shareholder, equity holder, or joint venturer of a competitor of the Company, or in any other capacity whatsoever with a competitor of the Company: (a) to directly or indirectly work for a competitor; or (b) to directly or indirectly assist a competitor with one of its existing or prospective goods or services that directly or indirectly competes, will directly or indirectly compete, or would directly or indirectly compete with a good or service directly or indirectly offered, or that may or will be directly or indirectly offered, by the Company. (b) “Confidential Information” means any and all non-public information regarding the Company, its goods, or its services. “Confidential Information” includes any information that qualifies as a “trade secret” under the Uniform Trade Secrets Act or the common law of any state. Additionally, the term “Confidential Information” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality. (c) “Innovations” shall mean all discoveries, developments, designs, ideas, innovations, improvements, inventions, formulas, processes, techniques, and know-how (whether or not patentable or registrable under copyright, trademark or similar statutes) made, conceived, reduced to practice or learned by the Grantee either alone or jointly with another while in the employ of the Company, or disclosed to a third party by the Grantee within one (1) year of leaving its employ, that (i) relate directly to the Company’s business or the production of any character of goods or materials sold or used by the Company, Exhibit 10.1
2 (ii) result from tasks assigned to the Grantee by the Company, or (iii) result from the use of premises or equipment owned, leased, or otherwise acquired by the Company. (d) “Protected Territory” includes the following geographic areas: (a) all states and territories of the United States of America; and (b) any other geographic area where it is reasonably necessary for the protection of the Company’s legitimate interests to restrict Grantee from competing and such restriction does not impose an undue hardship on Grantee or disregard the interests of the public. (e) “Retire or Retirement” shall mean, unless the Administrator determines otherwise, the Grantee’s termination of his or her employment (other than by death or Disability) after having become Retirement Eligible. (f) “Retirement Eligible” shall mean that as of the Grant Date, the Grantee has attained the age of 60 and has achieved five years of Continuous Status as an Employee or Consultant. (g) “Third Party” or “Third Parties” means, individually or collectively, any current or prospective client, vendor, or other person or entity in an existing or potential business relationship with the Company during Grantee’s employment with the Company or within the two (2) years following Grantee’s termination of employment with the Company. (h) “Third Party Confidential Information” means any and all non-public information provided to Grantee, on a confidential basis, by or on behalf of any existing or potential client, vendor, or other person or entity in an existing or potential business relationship with the Company. Additionally, the term “Third Party Confidential Information” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality. (i) “Vesting Date” shall mean the earliest of a Change in Control (as such term is defined in the Plan) or the events described in Section 4(b) or Section 4(c). For purposes of Sections 1(a)-(d) and Sections 1(g)-(h), the “Company” shall mean The Marzetti Company or any of its parent, subsidiary, or affiliated companies. 2. Grant of Restricted Stock Units. (a) Pursuant to Section 12 of the Plan, the Company hereby issues to the Grantee on the Grant Date an Award consisting of, in the aggregate, [NUMBER] Restricted Stock Units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. (b) The Restricted Stock Units shall be credited to a separate account maintained for the Grantee on the books and records of the Company (the “Account”). All
3 amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. 3. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company. 4. Vesting of Restricted Stock Units. (a) Except as provided in this Section 4, the Restricted Stock Units shall be forfeited to the Company for no consideration in the event the Grantee ceases to retain Continuous Status as an Employee or Consultant for any reason, voluntarily or involuntarily, prior to the third anniversary of the Grant Date. (b) The Restricted Stock Units shall be fully vested in the Grantee and no longer subject to a risk of forfeiture pursuant to Section 4(a) upon the occurrence of the earlier of the following events: (i) the date on which the Grantee dies or ceases to retain Continuous Status as an Employee or Consultant as a result of the Grantee’s Disability; (ii) the date upon which the Grantee’s Continuous Status as an Employee or Consultant terminates under circumstances approved by the Administrator, in its sole and absolute discretion, that provide for the full vesting of the Restricted Stock Units; and (iii) the third anniversary of the Grant Date. (c) Except as otherwise provided by the Administrator consistent with Section 4(b)(ii) above, if the Grantee is Retirement Eligible on or before the Grant Date, the Grantee shall vest in, and the Company shall settle, a portion of the Restricted Stock Units on the first anniversary and second anniversary of the Grant Date. Such portion shall be equal to (i) one-third of the Restricted Stock Units if the Grantee’s vesting occurs more than 12 months but no greater than 24 months after the Grant Date and (ii) two-thirds of the Restricted Stock Units if the Grantee’s vesting occurs more than 24 months after the Grant Date but before the third anniversary of the Grant Date. Notwithstanding anything in the foregoing to the contrary, if the Company terminates the Grantee’s Continuous Service for Cause after the date on which the Grantee has become Retirement Eligible, such termination shall be considered for Cause and not a Retirement. In addition, to the extent permitted by Applicable Laws, the Company may require the Grantee to repay any settled Restricted Stock Units in the event the Grantee is terminated for Cause after the Restricted Stock Units are settled. 5. Effect of Change in Control. Notwithstanding anything in this Agreement to the contrary, including Section 4, in the event of a Change in Control, no cancellation, termination, acceleration of vesting, lapse of any restriction (performance or otherwise), or settlement or other payment shall occur with respect to any Restricted Stock Units, if and only if the Committee (as constituted immediately before the consummation of the Change in Control) reasonably
4 determines in good faith before the Change in Control that (i) this outstanding Restricted Stock Unit award will be honored or assumed, or new rights substituted (such honored, assumed, or substituted Award being referred to as a “Replacement Award”) by the successor, and (ii) such Replacement Award: (a) be (i) based on shares of common stock that are traded on a registered U.S. securities exchange or (ii) an award of cash having the same economic value; (b) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Agreement, including, but not limited to, an identical or better vesting schedule and identical or better timing and methods of payment; (c) have substantially equivalent economic value to the Restricted Stock Units under this Agreement, determined at the time of the Change in Control; and (d) have terms and conditions that provide that in the event that the Grantee’s Continuous Status as an Employee or Consultant is involuntarily terminated by the Company for any reason other than for Cause within two years following the Change in Control, any conditions on the Grantee’s rights under, or any restrictions on transfer applicable to, the Restricted Stock Units shall be waived or shall lapse, as the case may be, and any performance-based restrictions shall be deemed to have been achieved at target level performance. If, however, Replacement Awards are not granted in accordance with this section, restrictions on the Restricted Stock Units shall terminate; and such Restricted Stock Units shall be immediately vested. 6. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until such time as the Restricted Stock Units are settled in accordance with Section 8, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all of the Grantee’s rights to such units shall immediately terminate without any payment or consideration by the Company. 7. Rights as Shareholder; Dividend Equivalents. (a) The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock. (b) Upon and following the settlement of the Restricted Stock Units, the Grantee shall be the record owner of the shares of Common Stock underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record
5 owner shall be entitled to all rights of a shareholder of the Company (including voting rights). (c) If, prior to the settlement date, the Company declares a cash or stock dividend on the shares of Common Stock, then, on the payment date of the dividend, the Grantee’s Account shall be credited with Dividend Equivalents in an amount equal to the dividends that would have been paid to the Grantee if one share of Common Stock had been issued on the Grant Date for each Restricted Stock Unit granted to the Grantee as set forth in this Agreement. The Dividend Equivalents credited to the Grantee’s Account will be subject to the same terms and conditions as the Restricted Stock Units to which they are attributable and shall vest or be forfeited (if applicable) at the same time as the Restricted Stock Units to which they are attributable. 8. Delivery. Subject to Section 12 hereof, promptly following the Vesting Date, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of vested Restricted Stock Units and cash equal to any Dividend Equivalents credited with respect to such vested Restricted Stock Units or, at the discretion of the Administrator, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents; and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee. In the event of Grantee’s death and the vesting of the Restricted Stock Units pursuant to Section 4 above, the Shares shall be delivered to the executor or administrator of Grantee’s estate or to the person or persons to whom Grantee’s rights under this Agreement shall pass by will or by the laws of intestate succession. 9. Adjustments. The Restricted Stock Units shall be subject to adjustment in accordance with Section 16 of the Plan. 10. No Right to Continued Services. The Award shall not confer upon Grantee any right with respect to continuance of employment or service by the Company or any of its Affiliates nor shall this Award interfere with the right of the Company to terminate Grantee’s service relationship with the Company or any of its Affiliates at any time. 11. Expenses of Issuance of Shares. The issuance of stock certificates hereunder shall be without charge to Grantee. The Company shall pay any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official (other than income taxes) by reason of the issuance of Shares upon vesting of the Restricted Stock Units. 12. Withholding. No later than the date of delivery of Shares pursuant to Section 8 hereunder, Grantee shall pay to the Company or make arrangements satisfactory to the Administrator regarding payment of any federal, state or local taxes of any kind required by law to be withheld at such time with respect to the Award and the Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to Grantee, federal, state and local taxes of any kind required by law to be withheld at such time. Grantee may elect to have the Company withhold Shares to pay any applicable withholding taxes resulting from the Award, in accordance with any rules or regulations of the Administrator
6 then in effect. Notwithstanding the foregoing, the maximum number of Shares that may be withheld from the Award to satisfy any federal, state, or local tax withholding requirements upon the vesting of, or payment of Shares pursuant to, the Award, as applicable, may not exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such vesting or payment of Shares, or such greater amount as may be permitted under applicable accounting standards. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items. 13. Innovations. In consideration of the Restricted Stock Units, the Grantee agrees: (a) For purposes of this Section 13, the “Company” shall mean The Marzetti Company or any of its parent, subsidiary, or affiliated companies. All Innovations shall belong to and be the exclusive property of the Company. (b) The Grantee will promptly disclose all Innovations to the Company and will assign all of the Grantee’s right, title and interest to such Innovations, whether in the United States and any foreign country, to the Company and its successors and assigns. The Grantee will from time to time, upon request and at the expense of the Company, sign all instruments necessary for the filing and prosecution of any copyrights, patents, mask works, and applications for letters patent of the United States or any foreign country which the Company may desire to file upon such inventions without additional compensation. The Grantee will render all reasonable assistance to the Company and its agents in preparing applications and other documents and do all things that may be reasonable and necessary to protect the rights of the Company and vest in it all such inventions, discoveries, applications, and patents, even if the Grantee is no longer employed by the Company, provided that the Company compensates the Grantee at a reasonable rate for time actually spent by the Grantee on assistance occurring after termination of employment. (c) That upon termination of employment with the Company for any reason, the Grantee will immediately deliver to the Company all drawings, blueprints, sketches, notebooks, formulae, notes, manuals and other documents reflecting Confidential Information or Innovations, and the Grantee will not retain any copies or versions of such information. 14. Improper Use or Disclosure of Confidential Information. In consideration of the Restricted Stock Units, the Grantee agrees to the following terms on maintaining confidentiality of certain non-public information:
7 (a) For purposes of this Section 14, the “Company” shall mean The Marzetti Company or any of its parent, subsidiary, or affiliated companies. (b) The Grantee agrees that during employment with the Company, and at any time thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following: (i) use, or attempt to use, any Confidential Information or Third Party Confidential Information, except as required for the performance of the Grantee’s lawful job duties for the Company; (ii) disclose, or attempt to disclose, any Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by an agent of the Company with actual authority to provide such access; and/or (iii) disclose, or attempt to disclose, any Third Party Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by (1) an agent of the Company with actual authority to provide such access and/or (2) an agent of the owner of the Third Party Confidential Information with actual authority to provide such access. (c) Nothing in Section 14 of this Agreement restricts the Grantee from exercising any rights conferred by Section 7 of the National Labor Relations Act. Additionally, nothing in Section 14 of this Agreement restricts the Grantee from exercising any other rights that are conferred by federal, state, and/or local law and that an agreement such as this is prohibited by law from restricting. Further, nothing in Section 14 of this Agreement restricts the Grantee from reporting conduct the Grantee reasonably, and in good faith, believes to be a violation of federal, state, and/or local law. However, in exercising such rights or in making such reports, the Grantee must act in good faith and not unreasonably or unnecessarily disclose any Confidential Information or Third Party Confidential Information. Furthermore, if any Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management, so long as such prior written notice is not prohibited by law. If any Third Party Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management and to the management of any affected owner of Third Party Confidential Information, so long as such prior written notice is not prohibited by law. The Grantee must provide the prior written notice on or before the moment the Grantee makes the disclosure. 15. Unfair Competition. In consideration of the Restricted Stock Units, the Grantee agrees to be prohibited from engaging in unfair competition with the Company both during and after employment as follows:
8 (a) For purposes of this Section 15, the “Company” shall mean The Marzetti Company or any of its Affiliates. (b) The Grantee acknowledges that, by working for the Company, he or she will: (i) have access to, learn about, and work with the Company’s valuable and unique Confidential Information, all of which the Company developed through substantial, time, effort, and expense; (ii) be in contact and develop relationships with Third Parties, the contacts and relationships with whom the Company developed through substantial time, effort, and expense; and (iii) receive valuable training, knowledge, and expertise, some or all of which the Grantee gained in whole or in part through substantial time, effort, and expense by the Company. For these reasons, the Grantee acknowledges and agrees that the Company has legitimate interests in restricting the Grantee’s competitive activities both during and after employment with the Company and that the restrictions contained in this Section 15 are necessary to protect those legitimate business interests, are designed to eliminate competition that would be unfair to the Company, are reasonable in time and scope, and do not confer a benefit upon the Company which is disproportionate to any detriment to the Grantee. (c) The Grantee agrees that during employment with the Company, and for a period of one (1) year thereafter regardless of the reasons for termination, the Grantee will not Compete with the Company, or prepare to Compete with the Company, within the Protected Territory. This restriction applies regardless of whether the Grantee is physically present in the Protected Territory engaging in prohibited competition or whether the Grantee uses means of communication, such as the telephone or the Internet, to engage in prohibited competition within the Protected Territory while physically outside of the Protected Territory. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Grantee from purchasing or owning less than five percent (5%) of the publicly traded securities of any competitor of the Company’s, provided that such ownership represents a passive investment and that the Grantee is not a controlling person of, or a member of a group that controls, such competitor. (d) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not, to any tangible or intangible detriment of the Company, directly or indirectly do any of the following: (i) solicit in any way, or attempt to solicit in any way, any business from a Third Party; (ii) accept any business from, or attempt to accept any business from, a Third Party; and/or (iii) induce in any way, or attempt to induce in any way, a Third Party to terminate or diminish in any way its existing or prospective business relationship with the Company.
9 (e) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following: (i) solicit in any way, or attempt to solicit in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company; and/or (ii) induce in any way, or attempt to induce in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company. 16. Miscellaneous and Remedies. In consideration of the Restricted Stock Units, the Grantee agrees to be bound by the following: (a) For purposes of this Section 16, the “Company” shall mean The Marzetti Company or any of its Affiliates. (b) The Grantee represents that the Grantee currently has no restrictions on competition imposed by any agreement with any prior employer, including without limitation any non-competition restriction or non-solicitation restriction, that would prevent the Grantee from working for the Company and performing all lawful duties that the Company may require of the Grantee. By signing this Agreement, the Grantee certifies that the Grantee has made every good faith effort to determine whether any such restrictions exist. The Grantee agrees that the Grantee is prohibited from using or disclosing any confidential business information or trade secrets of a prior employer. This prohibits without limitation any disclosure of such information or trade secrets to any employee of the Company or any use of such information or trade secrets as part of the Grantee’s job duties with the Company. The Grantee further acknowledges that the Company will never directly or indirectly request Grantee to improperly use or disclose any prior employer’s confidential information or trade secrets. If any Company employee does make such a request, the Grantee shall immediately report the request to the Company’s Human Resources Department. (c) The Grantee agrees to notify any of the Grantee’s actual or prospective employers of the existence and terms of this Agreement and agrees that the Company may notify such employers of the terms of this Agreement as well. (d) The Grantee agrees that any breach, threatened breach, or attempted breach by the Grantee of Sections 13, 14, and/or 15 of this Agreement will cause immediate and irreparable harm to the Company that cannot be adequately remedied by money damages and will entitle the Company to immediate injunctive relief and/or specific performance in any court of competent jurisdiction, as well as to all other legal or equitable remedies and Uniform Trade Secrets Act remedies, where applicable, to which the Company may be entitled.
10 (e) If a jury or court of competent jurisdiction finds that the Grantee has breached Section 14 of this Agreement, and this finding becomes final after any appeals are exhausted, then the Grantee is liable to the Company, for each breach, in an amount equal to ten percent (10%) of the Grantee’s last total annual compensation provided by the Company. The Grantee agrees that if the Grantee breaches Section 14 of this Agreement then Company will suffer actual damages in an amount that would be difficult if not impossible to determine and that the liquidated damages imposed for a breach of Section 14 of this Agreement represent the damages fairly estimated by the parties to result from any breach and do not constitute a penalty. Furthermore, the Grantee agrees that the imposition of these liquidated damages does not demonstrate or imply that the Company would not suffer irreparable harm from any breach of this Agreement and does not render improper the award of injunctive relief. (f) The Grantee agrees that if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Section 15(c) following termination of employment with the Company, then the post-employment restricted period for Section 15(c) shall be extended to encompass the period of one (1) year from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any or all acts and/or omissions contrary to Section 15(c). Similarly, if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Sections 15(d) and/or 15(e) following termination of employment with the Company, then the restricted period for Sections 15(d) and/or 15(e) shall be extended to encompass the period of two (2) years from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any acts and/or omissions contrary to Sections 15(d) and/or 15(e). (g) If the Company is, in its sole judgment, compelled to assert a cause of action against the Grantee to enforce or remedy any breach, threatened breach, or attempted breach of Sections 13, 14, and/or 15 of this Agreement, then the Grantee agrees to reimburse the Company for its reasonable attorneys’ fees and other reasonable expenses incurred in the investigation and successful prosecution or settlement of any such cause of action in addition to any damages or other remedies obtained by the Company. (h) If any part of the restrictions contained in Section 15 of this Agreement are found unenforceable by any court of competent jurisdiction, then the parties agree that they intend for the court to enforce the restrictions to the extent reasonable or enforceable and to not decline enforcement. The parties agree that, in any litigation over Section 15 of this Agreement, they will jointly advocate this position to the court and/or any jury. 17. Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.
11 18. References. References herein to Grantee’s rights and obligations shall apply, where appropriate, to Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement. 19. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of, or by email or other electronic means using a system maintained by the Company when transmitted without a notice of failed delivery: If to the Company: The Marzetti Company 380 Polaris Parkway Suite 400 Westerville, Ohio 43082 Attention: Corporate Secretary If to Grantee: At Grantee’s most recent address shown on the Company’s corporate records, or at any other address which Grantee may specify in a notice delivered to the Company in the manner set forth herein. 20. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Grantee and Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution. 21. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law. 22. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Grantee on account of non-compliance with Section 409A of the Code. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflict of laws.
12 24. Clawback. In accordance with Section 18 of the Plan, the Restricted Stock Units shall be subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is, or in the future becomes, subject to (a) any Company “clawback” or recoupment policy, as amended from time to time, that is adopted to comply with the requirements of any applicable law, rule, regulation or stock exchange listing standard (including, but not limited to, the Company’s Recoupment of Incentive Compensation Policy, as adopted on September 21, 2023), or (b) any law, rule, regulation or stock exchange listing standard that imposes mandatory “clawback” or recoupment, under circumstances set forth in such law, rule, regulation or listing standard. By accepting this award of Restricted Stock Units, the Grantee is deemed to have acknowledged and consented to the Company’s application, implementation and enforcement of any clawback, forfeiture or other similar policy adopted by the Company, whether adopted prior to or following the date of the Grant Date, and any provision of applicable law or stock exchange listing requirement relating to reduction cancellation, forfeiture or recoupment, and to have agreed that the Company may take such actions as may be necessary to effectuate any such policy, requirement or applicable law, without further consideration or action. No recovery by Company of all or a portion of the Restricted Stock Units pursuant to this paragraph shall constitute “Good Reason,” or entitle the Grantee to receive severance, accelerated vesting, bonus payments, equity awards or any other compensation or benefits, under any agreement with the Company. 25. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Administrator for review. The resolution of such dispute by the Administrator shall be final and binding on the Grantee and the Company. 26. Restricted Stock Units Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 27. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company. 28. Amendment. The Administrator has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent. 29. No Impact on Other Benefits. The value of the Grantee’s Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
13 30. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. 31. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 32. Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units and participation in the Plan or future grants of Restricted Stock Units that may be granted under the Plan by electronic means. Notwithstanding anything in this Agreement to the contrary, Grantee hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of Restricted Stock Unit grants and the execution of award agreements through electronic signature. [Signature Page Follows.]
14 Executed in the name and on behalf of the Company in Westerville, Ohio as of __________, 2026. THE MARZETTI COMPANY By: Name: Title: ACCEPTANCE OF AGREEMENT Grantee hereby: (a) acknowledges receiving a copy of the Plan, which has either been previously delivered or is provided with this Agreement, and represents that he or she is familiar with and understands all provisions of the Plan and this Agreement; (b) voluntarily and knowingly accepts this Agreement and the Restricted Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; and (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement. Grantee further acknowledges receiving a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders and a copy of the prospectus pertaining to the Plan. By: ____________________
THE MARZETTI COMPANY FORM OF PERFORMANCE UNIT AWARD AGREEMENT This Performance Unit Award Agreement (this “Agreement”) is dated as of __________, by and between The Marzetti Company, an Ohio corporation (the “Company”), and , an Employee or Consultant for the Company (the “Grantee”). W I T N E S S E T H WHEREAS, the Company desires to award Performance Units to the Grantee, subject to the terms and conditions of The Marzetti Company 2025 Omnibus Incentive Plan (the “Plan”) and the terms and conditions described below; WHEREAS, the Grantee wishes to accept such award, subject to the terms and conditions of the Plan and the terms and conditions described below; WHEREAS, the Company hereby confirms to the Grantee the grant, effective on __________, (the “Grant Date”), pursuant to the Plan, of a target award of Performance Units that may be earned upon achievement of the RTSR goal (described in Section 4(a)(i) of this Agreement) and Performance Units that may be earned upon achievement of the Revenue goal (described in Section 4(a)(ii) of this Agreement, calculated in the manner described under Section 4 of this Agreement (“Awarded Units”), subject to the terms and conditions of the Plan and the terms and conditions described below; and WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the same meanings as in the Plan. NOW, THEREFORE, the Company and the Grantee hereby agree as follows: 1. Definitions. As used in this Agreement: (a) “Account” means a bookkeeping entry of the Company to which Performance Units awarded under this Agreement are credited. (b) “Certification Date” means the date that the Committee certifies that the performance goals under Section 4 of this Agreement have been achieved, which generally is the date that the Awarded Units vest except as otherwise provided in this Agreement or the Plan. (c) “Compete” means to do any of the following as an officer, director, employee, independent contractor, consultant, owner, partner, member, shareholder, equity holder, or joint venturer of a competitor of the Company, or in any other capacity whatsoever with a competitor of the Company: (a) to directly or indirectly work for a competitor; or (b) to directly or indirectly assist a competitor with one of its existing or prospective goods or services that directly or indirectly Exhibit 10.2
competes, will directly or indirectly compete, or would directly or indirectly compete with a good or service directly or indirectly offered, or that may or will be directly or indirectly offered, by the Company. (d) Confidential Information” means any and all non-public information regarding the Company, its goods, or its services. “Confidential Information” includes any information that qualifies as a “trade secret” under the Uniform Trade Secrets Act or the common law of any state. Additionally, the term “Confidential Information” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality. (e) “Innovations” shall mean all discoveries, developments, designs, ideas, innovations, improvements, inventions, formulas, processes, techniques, and know-how (whether or not patentable or registrable under copyright, trademark or similar statutes) made, conceived, reduced to practice or learned by the Grantee either alone or jointly with another while in the employ of the Company, or disclosed to a third party by the Grantee within one (1) year of leaving its employ, that (i) relate directly to the Company’s business or the production of any character of goods or materials sold or used by the Company, (ii) result from tasks assigned to the Grantee by the Company, or (iii) result from the use of premises or equipment owned, leased, or otherwise acquired by the Company. (f) “Performance Period” means the period beginning on July 1, 2026, and ending on June 30, 2029. (g) “Performance Restrictions” means the vesting requirements related to the achievement of performance goals identified in Section 4 of this Agreement. (h) “Protected Territory” includes the following geographic areas: (a) all states and territories of the United States of America; and (b) any other geographic area where it is reasonably necessary for the protection of the Company’s legitimate interests to restrict Employee from competing and such restriction does not impose an undue hardship on Employee or disregard the interests of the public. (i) “Revenue Goal Awarded Units” means the portion of the Awarded Units that may be earned upon achievement of the Revenue goal described in Section 4(a)((ii)) of this Agreement. (j) “RTSR Awarded Units” means the portion of the Awarded Units earned upon achievement of the RTSR goal described in Section 4(a)(i) of this Agreement.
(k) “Third Party” or “Third Parties” means, individually or collectively, any current or prospective client, vendor, or other person or entity in an existing or potential business relationship with the Company during Employee’s employment with the Company or within the two (2) years following Employee’s termination of employment with the Company. (l) “Third Party Confidential Information” means any and all non- public information provided to Employee, on a confidential basis, by or on behalf of any existing or potential client, vendor, or other person or entity in an existing or potential business relationship with the Company. Additionally, the term “Third Party Confidential Information” includes the aforementioned non-public information that has become public because a person or entity breached an obligation to maintain its confidentiality. (m) For purposes of this Agreement, the “Company” shall include any Affiliate of the Company. 2. Provisions of the Plan Controlling. The Grantee specifically understands and agrees that the Awarded Units are being granted under the Plan, and are being granted to the Grantee as Performance Units pursuant to the Plan, copies of which the Grantee acknowledges the Grantee has read and understands and by which the Grantee agrees to be bound. The provisions of the Plan are incorporated herein by reference. Any capitalized term in this Agreement that is not defined in the Agreement shall have the definition set forth in the Plan. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the provisions of the Plan will control. 3. Performance Unit Accounts. The number of Performance Units granted under this Agreement shall be credited to the Grantee’s Account. The Account shall be maintained on the books of the Company until full payment of the balance thereof has been made to the Grantee (or the Grantee’s beneficiaries if the Grantee is deceased). No funds shall be set aside or earmarked for the Account, which shall be purely a bookkeeping device. 4. Vesting of Awarded Units. (a) Unless the Committee, in its sole and absolute discretion, determines that the acceleration of vesting is appropriate, the Performance Restrictions shall lapse and Awarded Units shall be earned and vest only upon both (1) the Committee’s certification of the results in (i) and (ii) below (including interpolation between the results, expressed as a percentage of the target except as otherwise noted below) and (2) the Grantee’s continued service through the last day of the Performance Period (except as otherwise provided in this Agreement in the events of death, Disability, Retirement, or a Change in Control). If those conditions are satisfied, the total number of Awarded Units will be equal to the sum of Awarded Units under subsections (i) and (ii) below. (i) RTSR Awarded Units shall be earned and vest, and the related Performance Restrictions on such number of RTSR Awarded Units shall
lapse, based on the Company’s RTSR over the Performance Period in accordance with the following schedule: RTSR* Percentile Ranking Among TSR Peer Group** Vested Portion of Award as a % of Target < 25th 0% 25th 20% 50th 100% (Target) 75th 150% 90th 200% *RTSR (Relative Total Shareholder Return) means the Company’s Total Shareholder Return (“TSR”) compared to the TSRs of the TSR Peer Group. TSR means the growth in the price of a share of the Company’s common stock, calculated in a manner pursuant to Exhibit A. Payout shall be based upon the Company’s TSR compared to the TSR for the companies in the Peer Group using the PERCENTILE function in Microsoft Excel to determine the TSR value at the percentages listed in the schedule above. ** TSR Peer Group means the peer group of companies set forth on Exhibit B hereto. Notwithstanding the foregoing, if the Company’s TSR is negative for the Performance Period, the maximum payout possible for this 50% component of the Award will be 100% of Target Performance Units regardless of relative performance. (ii) Revenue Goal Awarded Units shall be earned and vest, and the related Performance Restrictions on such number of Revenue Goal Awarded Units shall lapse, based on the Company’s achievement of the Revenue Goals listed below as of the last day of the Performance Period in accordance with the following schedule: c Vested Portion of Award as a % of Target < $ [Min] 0% $ [Min] 20% $ [Target] 100% (Target) $ [Max] 200% *Revenue Goal means growth in revenue during the Performance Period as calculated in the attached Exhibit C; provided, however, that the calculation of the Revenue Goal will exclude the impact of extraordinary events listed in Section 14(e) of the Plan. (iii) With respect to both RTSR and the Revenue Goals, if a performance goal is achieved at a level that is greater than the minimum requirements to trigger vesting of a number of Awarded Units but less
than the next highest level that triggers a higher number of the Awarded Units to vest, the applicable number of Awarded Units will be linearly interpolated. Linear interpolation means that an increase in a goal above one specified level but below another level will result in a similar incremental increase in the vested number of Awarded Units. Such linear interpolation will be calculated in a manner consistent with the example in Exhibit C of this Agreement. (iv) After the number of Awarded Units is calculated for a specific performance goal, the number of Awarded Units calculated under paragraph (i) above (for RTSR) and paragraph (ii) above (for Revenue) will be added together, and the sum produce the total number of Awarded Units that vest under this Agreement. (b) As soon as practicable after the end of the Performance Period, the Committee will certify in writing whether the Performance Restrictions have been met for the Performance Period and determine the number of Awarded Units, if any, that will be payable to the Grantee; provided, however, that if the Committee certifies that the Performance Restrictions have been met, the Committee may, in its sole discretion, adjust the number of Awarded Units payable to the Grantee with respect to the Award to reflect the effect of extraordinary events upon the Performance Restrictions, as provided under the Plan. The date of the Committee’s certification under this Section shall hereinafter be referred to as the “Certification Date.” The Company will notify the Grantee (or the executors or administrators of the Grantee’s estate, if appropriate) of the Committee’s certification following the Certification Date (such notice being the “Determination Notice”). (c) Except as set forth below, if Grantee’s Continuous Status as an Employee or Consultant is terminated for any reason prior to the Certification Date, the Grantee shall forfeit all Awarded Units credited to the Grantee’s Account. Notwithstanding the foregoing, if the Grantee is Retirement eligible on or before the Grant Date, in the event that Grantee’s Continuous Status as an Employee or Consultant terminates on or after the first day of the thirteenth month of the Performance Period as a result of Retirement, the Grantee shall vest in a portion of the Awarded Units after the Certification Date; provided that the Committee actually certifies that the Performance Restrictions for the Performance Period have been met. Such portion shall be equal to (i) one-third of the Awarded Units if the Grantee’s termination occurs more than 12 months but no greater than 24 months after the start of the Performance Period and (ii) two-thirds of the Awarded Units if the Grantee’s termination occurs more than 24 months after the start of the Performance Period but before the Certification Date. For purposes of this Agreement, “Retirement” means the Grantee’s attainment of age 60 and 5 years of Service. Further notwithstanding the foregoing, in the event that Grantee’s Continuous Status as an Employee or Consultant terminates any time after the start of the Performance Period because of either (i) Grantee’s Disability or (ii) Grantee’s death, Grantee shall fully and immediately vest in all Awarded Units, calculated as though target performance had been achieved for each of the RTSR
and Revenue Goals. If Grantee dies after Retirement but before the Certificate Date, Grantee’s termination of Continuous Status as an Employee or Consultant will be deemed to have occurred as a result of death and not Retirement. 5. Delivery of Shares. Once Awarded Units have vested under this Agreement, the Company will convert the Awarded Units in the Grantee’s Account into Shares on a one-for-one basis and deliver the total number of Shares due to the Grantee as soon as administratively possible after such date, but no later than the 15th day of the 3rd month after the end of the Performance Period; provided, however, that if the Awarded Units vested because Grantee’s termination of Continuous Status as an Employee or Consultant due to Grantee’s Disability or death, the Shares shall be delivered no later than the 15th day of the 3rd month after such termination date. Notwithstanding any provision to the contrary, if, in the reasonable determination of the Company, the Grantee is a “specified employee” for purposes of Code Section 409A, then, if necessary to avoid the imposition of additional taxes or interest under Code Section 409A, the Company shall not deliver the Shares otherwise payable upon the Grantee’s termination of Continuous Status as an Employee or Consultant until the date that is at least 6 months following the Grantee’s termination and separation of service under Code Section 409A. The delivery of the Shares shall be subject to payment of the applicable withholding tax liability and the forfeiture provisions of this Agreement. If the Grantee dies before the Company has distributed any portion of the vested Awarded Units, the Company will transfer any Shares in accordance with the Grantee’s written beneficiary designation or to the Grantee’s estate if no written beneficiary designation is provided. 6. Dividend Equivalents but no Voting Rights. Unless and until Shares have been issued to the Grantee, the Grantee shall not have any privileges of a stockholder of the Company with respect to any Awarded Units subject to this Agreement or otherwise afford any rights to which Shares are entitled with respect to any such Awarded Units. Notwithstanding the foregoing, the Grantee shall be entitled to receive dividend equivalents with respect to the number of Awarded Units that vest. Each dividend equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Certification Date with respect to the Share represented by the related vested Awarded Unit, subject to the same terms and conditions as Awarded Units under this Agreement. The dividend equivalents on the vested Awarded Unit shall be payable only when and to the extent that the underlying Awarded Unit vests and becomes settled. Any dividend equivalents will be distributed to the Grantee in accordance with Section 5 of this Agreement or forfeited, depending on whether or not the applicable Awarded Units have vested under this Agreement. Any such distributions will be made in (i) cash, for any dividend equivalents relating to cash dividends and/or (ii) Shares, for any dividend equivalents relating to Share dividends. 7. Additional Shares. If the Company pays a stock dividend or declares a stock split on or with respect to any of its Common Stock, or otherwise distributes securities of the Company to the holders of its Common Stock, the shares of stock or other securities of the Company issued with respect to the Awarded Units then subject to the restrictions contained in this Agreement shall be held in escrow and shall be distributed to the Grantee on the Certification Date, unless the Grantee forfeits the Awarded Units pursuant to Section 4 hereof, in which case the Grantee shall also forfeit the right to receive such stock or other securities. If the Company shall distribute to its shareholders shares of stock of another corporation, the shares of stock of such other corporation distributed with respect to the Awarded Units then subject to the restrictions contained in this
Agreement shall be held in escrow and shall be distributed to the Grantee on such Certification Date, unless the Grantee forfeits the Awarded Units pursuant to Section 4 hereof, in which case the Grantee shall also forfeit the right to receive such stock. 8. Effect of Change in Control. Notwithstanding anything in this Agreement to the contrary, including Section 4, in the event of a Change in Control, no cancellation, termination, acceleration of vesting, lapse of any restriction (performance or otherwise), or settlement or other payment shall occur with respect to any Awarded Units, if and only if the Committee (as constituted immediately before the consummation of the Change in Control) reasonably determines in good faith before the Change in Control that (i) this outstanding Award will be honored or assumed, or new rights substituted (such honored, assumed, or substituted Award being referred to as a “Replacement Award”) by the successor, and (ii) such Replacement Award: (i) be (A) based on shares of common stock that are traded on a registered U.S. securities exchange or (B) an award of cash having the same economic value; (ii) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Agreement, including, but not limited to, an identical or better vesting schedule and identical or better timing and methods of payment; (iii) have substantially equivalent economic value to the Awarded Units under this Agreement, determined at the time of the Change in Control; and (iv) have terms and conditions that provide that in the event that the Grantee’s Continuous Status as an Employee or Consultant is involuntarily terminated by the Company for any reason other than for Cause within two years following the Change in Control, any conditions on the Grantee’s rights under, or any restrictions on transfer applicable to, the Awarded Units shall be waived or shall lapse, as the case may be, and any performance-based restrictions shall be deemed to have been achieved at target level performance. If, however, Replacement Awards are not granted in accordance with this section, restrictions on the Awarded Units shall terminate; any performance-based restrictions shall be deemed to have been achieved at target level performance; and such Awarded Units shall be immediately payable, except to the extent that later payment is necessary to comply with Code Section 409A. 9. Adjustments. The Awarded Units shall be subject to adjustment in accordance with Section 17 of the Plan. 10. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any delivery of Shares to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or
any part of such withholding requirement be satisfied by retention by the Company of a portion of the Shares to be delivered to the Grantee. If such election is made, the Shares so retained shall be credited against such withholding requirement at the Fair Market Value (as such term is defined in the Plan) of a Share. In no event shall the Fair Market Value of Shares to be withheld pursuant to this Section 10 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. 11. Notices. Any notices required or permitted by the terms of this Agreement or the Plan must be in writing, shall be delivered to the Grantee at his or her address on file with the Company or to the Company addressed as follows (or to such other address or addresses of which notice in the same manner has previously been given), and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by electronic mail or facsimile transfer, (c) one business day after having been dispatched by a nationally recognized overnight courier service or (d) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid: The Marzetti Company 380 Polaris Parkway, Suite 400 Westerville, Ohio 43082 Attention: Corporate Secretary 12. No Employment Contract; Right to Terminate Employment. The grant of the Awarded Units to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the Awarded Units and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give the Grantee any right to continue employment or to Continuous Status as an Employee or Consultant with the Company or any of its Subsidiaries, as the case may be, or interfere in any way with the right of the Company or any of its subsidiaries to terminate the employment of the Grantee at any time. 13. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary of the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary of the Company. 14. Innovations. In consideration of the Awarded Units, the Grantee agrees: (a) For purposes of this Section 14, the “Company” shall mean The Marzetti Company or any of its parent, subsidiary, or affiliated companies. All Innovations shall belong to and be the exclusive property of the Company. (b) The Grantee will promptly disclose all Innovations to the Company and will assign all of the Grantee’s right, title and interest to such Innovations, whether in the United States and any foreign country, to the Company and its
successors and assigns. The Grantee will from time to time, upon request and at the expense of the Company, sign all instruments necessary for the filing and prosecution of any copyrights, patents, mask works, and applications for letters patent of the United States or any foreign country which the Company may desire to file upon such inventions without additional compensation. The Grantee will render all reasonable assistance to the Company and its agents in preparing applications and other documents and do all things that may be reasonable and necessary to protect the rights of the Company and vest in it all such inventions, discoveries, applications, and patents, even if the Grantee is no longer employed by the Company, provided that the Company compensates the Grantee at a reasonable rate for time actually spent by the Grantee on assistance occurring after termination of employment. (c) That upon termination of employment with the Company for any reason, the Grantee will immediately deliver to the Company all drawings, blueprints, sketches, notebooks, formulae, notes, manuals and other documents reflecting Confidential Information or Innovations, and the Grantee will not retain any copies or versions of such information. 15. Improper Use or Disclosure of Confidential Information. In consideration of the Awarded Units, the Grantee agrees to the following terms on maintaining confidentiality of certain non-public information: (a) For purposes of this Section 15, the “Company” shall mean The Marzetti Company or any of its parent, subsidiary, or affiliated companies. (b) The Grantee agrees that during employment with the Company, and at any time thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following: (i) use, or attempt to use, any Confidential Information or Third Party Confidential Information, except as required for the performance of the Grantee’s lawful job duties for the Company; (ii) disclose, or attempt to disclose, any Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by an agent of the Company with actual authority to provide such access; and/or (iii) disclose, or attempt to disclose, any Third Party Confidential Information to any person or entity who, at the time of the disclosure or attempted disclosure, does not have access to the information that was authorized by (1) an agent of the Company with actual authority to provide such access and/or (2) an agent of the owner of the Third Party Confidential Information with actual authority to provide such access. (c) Nothing in Section 15 of this Agreement restricts the Grantee from exercising any rights conferred by Section 7 of the National Labor Relations Act.
Additionally, nothing in Section 15 of this Agreement restricts the Grantee from exercising any other rights that are conferred by federal, state, and/or local law and that an agreement such as this is prohibited by law from restricting. Further, nothing in Section 15 of this Agreement restricts the Grantee from reporting conduct the Grantee reasonably, and in good faith, believes to be a violation of federal, state, and/or local law. However, in exercising such rights or in making such reports, the Grantee must act in good faith and not unreasonably or unnecessarily disclose any Confidential Information or Third Party Confidential Information. Furthermore, if any Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management, so long as such prior written notice is not prohibited by law. If any Third Party Confidential Information is to be disclosed outside of the Company in exercising such rights or in making such reports, then the Grantee is required to provide prior written notice of the disclosure to Company management and to the management of any affected owner of Third Party Confidential Information, so long as such prior written notice is not prohibited by law. The Grantee must provide the prior written notice on or before the moment the Grantee makes the disclosure. 16. Unfair Competition. In consideration of the Awarded Units, the Grantee agrees to be prohibited from engaging in unfair competition with the Company both during and after employment as follows: (a) For purposes of this Section 16, the “Company” shall mean The Marzetti Company or any of its Affiliates. (b) The Grantee acknowledges that, by working for the Company, he or she will: (i) have access to, learn about, and work with the Company’s valuable and unique Confidential Information, all of which the Company developed through substantial, time, effort, and expense; (ii) be in contact and develop relationships with Third Parties, the contacts and relationships with whom the Company developed through substantial time, effort, and expense; and (iii) receive valuable training, knowledge, and expertise, some or all of which the Grantee gained in whole or in part through substantial time, effort, and expense by the Company. For these reasons, the Grantee acknowledges and agrees that the Company has legitimate interests in restricting the Grantee’s competitive activities both during and after employment with the Company and that the restrictions contained in this Section 16 are necessary to protect those legitimate business interests, are designed to eliminate competition that would be unfair to the Company, are reasonable in time and scope, and do not confer a benefit upon the Company which is disproportionate to any detriment to the Grantee. (c) The Grantee agrees that during employment with the Company, and for a period of one (1) year thereafter regardless of the reasons for termination, the Grantee will not Compete with the Company, or prepare to Compete with the Company, within the Protected Territory. This restriction applies regardless of whether the Grantee is physically present in the Protected Territory engaging in
prohibited competition or whether the Grantee uses means of communication, such as the telephone or the Internet, to engage in prohibited competition within the Protected Territory while physically outside of the Protected Territory. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Grantee from purchasing or owning less than five percent (5%) of the publicly traded securities of any competitor of the Company’s, provided that such ownership represents a passive investment and that the Grantee is not a controlling person of, or a member of a group that controls, such competitor. (d) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not, to any tangible or intangible detriment of the Company, directly or indirectly do any of the following: (i) solicit in any way, or attempt to solicit in any way, any business from a Third Party; (ii) accept any business from, or attempt to accept any business from, a Third Party; and/or (iii) induce in any way, or attempt to induce in any way, a Third Party to terminate or diminish in any way its existing or prospective business relationship with the Company. (e) The Grantee agrees that during employment with the Company and for a period of two (2) years thereafter regardless of the reasons for termination, the Grantee will not directly or indirectly do any of the following: (i) solicit in any way, or attempt to solicit in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company; and/or (ii) induce in any way, or attempt to induce in any way, any current or prospective employee of the Company to decline any prospective employment with the Company or to terminate his or her current employment with the Company. 17. Miscellaneous and Remedies. In consideration of the Awarded Units, the Grantee agrees to be bound by the following: (a) For purposes of this Section 17, the “Company” shall mean The Marzetti Company or any of its Affiliates. (b) The Grantee represents that the Grantee currently has no restrictions on competition imposed by any agreement with any prior employer, including without limitation any non-competition restriction or non-solicitation restriction, that would prevent the Grantee from working for the Company and performing all lawful duties that the Company may require of the Grantee. By signing this
Agreement, the Grantee certifies that the Grantee has made every good faith effort to determine whether any such restrictions exist. The Grantee agrees that the Grantee is prohibited from using or disclosing any confidential business information or trade secrets of a prior employer. This prohibits without limitation any disclosure of such information or trade secrets to any employee of the Company or any use of such information or trade secrets as part of the Grantee’s job duties with the Company. The Grantee further acknowledges that the Company will never directly or indirectly request Employee to improperly use or disclose any prior employer’s confidential information or trade secrets. If any Company employee does make such a request, the Grantee shall immediately report the request to the Company’s Human Resources Department. (c) The Grantee agrees to notify any of the Grantee’s actual or prospective employers of the existence and terms of this Agreement and agrees that the Company may notify such employers of the terms of this Agreement as well. (d) The Grantee agrees that any breach, threatened breach, or attempted breach by the Grantee of Sections 14, 15, and/or 16 of this Agreement will cause immediate and irreparable harm to the Company that cannot be adequately remedied by money damages and will entitle the Company to immediate injunctive relief and/or specific performance in any court of competent jurisdiction, as well as to all other legal or equitable remedies and Uniform Trade Secrets Act remedies, where applicable, to which the Company may be entitled. (e) If a jury or court of competent jurisdiction finds that the Grantee has breached Section 15 of this Agreement, and this finding becomes final after any appeals are exhausted, then the Grantee is liable to the Company, for each breach, in an amount equal to ten percent (10%) of the Grantee’s last total annual compensation provided by the Company. The Grantee agrees that if the Grantee breaches Section 15 of this Agreement then Company will suffer actual damages in an amount that would be difficult if not impossible to determine and that the liquidated damages imposed for a breach of Section 15 of this Agreement represent the damages fairly estimated by the parties to result from any breach and do not constitute a penalty. Furthermore, the Grantee agrees that the imposition of these liquidated damages does not demonstrate or imply that the Company would not suffer irreparable harm from any breach of this Agreement and does not render improper the award of injunctive relief. (f) The Grantee agrees that if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Section 16(c) following termination of employment with the Company, then the post-employment restricted period for Section 16(c) shall be extended to encompass the period of one (1) year from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any or all acts and/or omissions contrary to Section 16(c). Similarly, if the Grantee breaches, threatens to breach, or attempts to breach any of the provisions of Sections 16(d) and/or 16(e) following termination of employment with the Company, then the restricted period for
Sections 16(d) and/or 16(e) shall be extended to encompass the period of two (2) years from the date the Company obtains a court order providing preliminary or permanent injunctive relief enjoining the Grantee from any acts and/or omissions contrary to Sections 16(d) and/or 16(e). (g) If the Company is, in its sole judgment, compelled to assert a cause of action against the Grantee to enforce or remedy any breach, threatened breach, or attempted breach of Sections 14, 15, and/or 16 of this Agreement, then the Grantee agrees to reimburse the Company for its reasonable attorneys’ fees and other reasonable expenses incurred in the investigation and successful prosecution or settlement of any such cause of action in addition to any damages or other remedies obtained by the Company. (h) If any part of the restrictions contained in Section 16 of this Agreement are found unenforceable by any court of competent jurisdiction, then the parties agree that they intend for the court to enforce the restrictions to the extent reasonable or enforceable and to not decline enforcement. The parties agree that, in any litigation over Section 16 of this Agreement, they will jointly advocate this position to the court and/or any jury. 18. Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above. 19. Benefit of Agreement. Subject to the provisions of the Plan and the other provisions hereof, this Agreement is for the benefit of and is binding on the heirs, executors, administrators, successors and assigns of the parties hereto. 20. Entire Agreement. This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement; provided, however, in any event, this Agreement shall be subject to and governed by the Plan. The Administrator shall have authority, subject to the express provisions of the Plan and this Agreement, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations that are, in the judgment of the Administrator, necessary or desirable for the administration of the Plan. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All actions by the Administrator under the provisions of this Section 20 shall be conclusive for all purposes. The Grantee specifically understands and agrees that the Awarded Units are being granted under the Plan, copies of which
Plan the Grantee acknowledges the Grantee has read, understands and by which the Grantee agrees to be bound. 21. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee with respect to the Awarded Units without the Grantee’s consent. 22. Severability. It is the intention and agreement of the Company and the Grantee that this Agreement shall be construed in such a manner as to impose only those restrictions on the conduct of the Grantee that are reasonable in light of the circumstances as they then exist and as are necessary to assure the Company of the intended benefit of this Agreement. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 23. Governing Law. This Agreement is made under, and shall be construed in accordance with the internal substantive laws of the State of Ohio. 24. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 25. Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Awarded Units and participation in the Plan or future grants of Restricted Stock that may be granted under the Plan by electronic means. Notwithstanding anything in this Agreement to the contrary, Grantee hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of Restricted Stock grants and the execution of award agreements through electronic signature. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Executed in the name and on behalf of the Company in Westerville, Ohio as of ___________. THE MARZETTI COMPANY By: Name: Title: ACCEPTANCE OF AGREEMENT Grantee hereby: (a) acknowledges receiving a copy of the Plan, which has either been previously delivered or is provided with this Agreement, and represents that he or she is familiar with and understands all provisions of the Plan and this Agreement; (b) voluntarily and knowingly accepts this Agreement and the Awarded Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; and (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement. Grantee further acknowledges receiving a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders and a copy of the prospectus pertaining to the Plan. Grantee Name:
Exhibit A For the Performance Unit Award Agreement Calculation of TSR Total Shareholder Return (“TSR”) means, with respect to the Company, the growth in the price of a share of the Company’s common stock plus dividends during the Performance Period in accordance with the following formula: TSR = [(Ending Stock Price plus Cumulative Dividends Paid) / Beginning Stock Price] – 1. “Beginning Stock Price” means the average closing price as reported on the Nasdaq Stock Market (or such other principal exchange on which the Company’s common stock is then listed for trading) of one (1) share of the Company’s common stock for the last twenty (20) trading days immediately prior to the first day of the Performance Period. “Ending Stock Price” means the average closing price as reported on the Nasdaq Stock Market (or such other principal exchange on which the Company’s common stock is then listed for trading) of one (1) share of the Company’s common stock for the last twenty (20) trading days prior to and including the final day of the Performance Period. “Dividends Paid” shall include all dividends declared, with an ex-dividend date within the Performance Period, if any, with respect to the Company’s common stock underlying the Performance Units. TSR for each member of the TSR Peer Group shall be calculated on the same principles as set forth above for the Company.
2 Exhibit B For the Performance Unit Award Agreement PEER GROUP The ___ companies set forth in the S&P 1500 Packaged Food and Meats Index • Peer Group companies will be adjusted as follows for activity during the Performance Period o If the Company or a member of the Peer Group splits its stock, such company’s TSR will be adjusted for the stock split o If a member of the Peer Group has announced to be acquired by another company, the company will be removed from the Peer Group for the entire Performance Period The Committee has the discretion to reinstitute the peer company if the deal falls through o If a member of the Peer Group sells, spins‐off, or disposes of a portion of its business representing more than 50% of such Company’s total assets during the Performance Period, such Company will be removed from the Peer Group o If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Period o If a member of the Peer Group is delisted on all major stock exchanges, such delisted company will remain in the Peer Group, positioned below the lowest performing member of the Peer Group o Members of the Peer Group that file for bankruptcy, liquidation or similar reorganization during the Performance Period will remain in the Peer Group, positioned below the lowest performing nonbankrupt member of the Peer Group • No new Peer Group companies may be added during the course of a Performance Period. In addition, the Compensation Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected
Exhibit C For the Performance Unit Award Agreement CALCULATION OF REVENUE GOAL
Exhibit 31.1
Certification by Chief Executive Officer
I, David A. Ciesinski, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Marzetti Company;
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 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.
| Date: | November 3, 2026 | By: | /s/ DAVID A. CIESINSKI | ||||||||||||||
| David A. Ciesinski | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
Exhibit 31.2
Certification by Chief Financial Officer
I, Thomas K. Pigott, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Marzetti Company;
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 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.
| Date: | November 3, 2026 | By: | /s/ THOMAS K. PIGOTT | ||||||||||||||
| Thomas K. Pigott | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18, UNITED STATES CODE, SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Marzetti Company (the “Company”) on Form 10-Q for the quarter ending September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David A. Ciesinski, Chief Executive Officer of the Company, and Thomas K. Pigott, Chief Financial Officer of the Company, respectively, do each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities 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.
| By: | /s/ DAVID A. CIESINSKI | |||||||
| David A. Ciesinski | ||||||||
| Chief Executive Officer | ||||||||
| November 3, 2026 | ||||||||
| By: | /s/ THOMAS K. PIGOTT | |||||||
| Thomas K. Pigott | ||||||||
| Chief Financial Officer | ||||||||
| November 3, 2026 | ||||||||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.