MARZETTI CO (MZTI)

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, 2026 refers to fiscal 2026, which is the period from July 1, 2025 to June 30, 2026.

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 2025 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 and Adjusted Operating Income, 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 new and established relationships in the foodservice industry;

•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 long-term growth, in addition to complementary acquisitions, we continually evaluate the future opportunities and needs for our business specific to our plant infrastructure, production capacity, IT platforms and initiatives 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 acquisition of a sauce and dressing production facility in the Atlanta, Georgia area in February 2025; and

•the closure of our sauce and dressing production facility in Milpitas, California during the quarter ended September 30, 2025.

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RESULTS OF CONSOLIDATED OPERATIONS

Net Sales

Consolidated net sales for the three months ended March 31, 2026 decreased 1.0% to $453.4 million versus $457.8 million last year, reflecting lower net sales for the Retail segment, as partially offset by higher net sales for the Foodservice segment. Retail segment net sales were unfavorably impacted by volume declines while net sales for both segments benefited from a modest level of inflationary pricing. Foodservice segment net sales in both the current-year and prior-year periods included sales attributed to a temporary supply agreement (“TSA”) resulting from our acquisition of a sauce and dressing production facility located in Atlanta, Georgia (“Atlanta plant”). The acquisition was completed in February 2025. The TSA sales commenced in March 2025 and concluded during the quarter ended March 31, 2026. Breaking down the 1.0% decrease in consolidated net sales as summarized in the table below, lower core volumes and product mix accounted for a decrease of approximately 120 basis points, the net pricing impact accounted for an increase of approximately 30 basis points, and lower sales attributed to the TSA accounted for a decline of approximately 10 basis points. Excluding all sales attributed to the TSA, Adjusted Consolidated Net Sales for the three months ended March 31, 2026 decreased 0.9% to $451.8 million.

Consolidated net sales for the nine months ended March 31, 2026 increased 2.2% to $1,464.8 million versus $1,433.7 million last year, reflecting higher net sales for the Foodservice segment, as partially offset by lower net sales for the Retail segment. Foodservice segment net sales were favorably impacted by sales attributed to the TSA while Retail segment net sales were unfavorably impacted by core volume declines. Inflationary pricing benefited both segments. Breaking down the 2.2% increase in consolidated net sales as summarized in the table below, lower core volumes and product mix accounted for a decrease of approximately 20 basis points, the net pricing impact accounted for an increase of approximately 110 basis points, and incremental sales attributed to the TSA added approximately 130 basis points. Excluding all sales attributed to the TSA, Adjusted Consolidated Net Sales for the nine months ended March 31, 2026 increased 0.9% to $1,444.4 million.

Consolidated sales volumes, measured in pounds shipped, decreased 1.8% for the three months ended March 31, 2026. Excluding the impact of all sales attributed to the TSA, adjusted sales volumes decreased 1.7%.

Consolidated sales volumes, measured in pounds shipped, increased 0.8% for the nine months ended March 31, 2026. Excluding the impact of all sales attributed to the TSA, adjusted sales volumes decreased 0.6%.

See discussion of net sales by segment following the discussion of “Earnings Per Share” below.

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Gross Profit

Consolidated gross profit for the three months ended March 31, 2026 increased $1.3 million to a third quarter record $107.2 million. Consolidated gross profit benefited from our cost savings programs while inflationary pricing helped to offset cost inflation. Reported gross margin and Adjusted Gross Margin improved 50 basis points.

Consolidated gross profit for the nine months ended March 31, 2026 increased $13.7 million to $363.3 million. Consolidated gross profit benefited from our cost savings programs, as partially offset by the unfavorable impacts of a less favorable sales mix and lower core sales volumes. Reported gross margin improved 40 basis points while Adjusted Gross Margin increased 80 basis points.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2026 increased 9.5% to $61.4 million compared to $56.1 million in the prior-year period. Excluding acquisition-related costs in SG&A, this increase was primarily driven by increased investments in personnel and IT. SG&A expenses in the current year included $3.5 million in incremental expenditures attributed to the Bachan’s acquisition. SG&A expenses in the prior year included $1.7 million in incremental expenditures attributed to the Atlanta plant acquisition.

SG&A expenses for the nine months ended March 31, 2026 increased 7.2% to $180.3 million compared to $168.2 million in the prior year. This increase primarily reflects higher marketing costs as we invested to support the continued growth of our Retail brands, in addition to increased expenditures for compensation and benefits. SG&A expenses in the current year included $3.5 million in incremental expenditures attributed to the Bachan’s acquisition. SG&A expenses in

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Item 7. 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, 2025 refers to fiscal 2025, which is the period from July 1, 2024 to June 30, 2025.

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto in Item 8 of this Annual Report on Form 10-K. 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 as a result of factors set forth under the caption “Forward-Looking Statements” and those set forth in Item 1A of this Annual Report on Form 10-K.

Our discussion of results for 2025 compared to 2024 is included herein. For discussion of results for 2024 compared to 2023, see our 2024 Annual Report on Form 10-K.

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 new and established relationships in the foodservice industry;

•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 long-term growth, we continually evaluate the future opportunities and needs for our business specific to our plant infrastructure, IT platforms and other initiatives to support and strengthen our operations. Recent examples of resulting investments include:

•the acquisition of a sauce and dressing production facility in the Atlanta, Georgia area in February 2025;

•a significant capacity expansion project for our Marzetti dressing and sauce facility in Horse Cave, Kentucky that was fully operational beginning in March 2023; and

•our enterprise resource planning system (“ERP”) project and related initiatives, Project Ascent, that reached completion of the implementation phase in August 2023.

Project Ascent entailed the replacement of our primary customer and manufacturing transactional systems, warehousing systems, and financial systems with an integrated SAP S/4HANA system. Implementation of this system began in July 2022 and continued throughout fiscal 2023. Customer fulfillment levels remained strong before and after the initial system cutover with no unplanned disruptions in receiving orders, producing products or shipping orders. During fiscal 2023, we progressed through our ERP implementation with no major disruptions. We completed the final wave of the implementation phase in August 2023 as planned and have shifted our focus towards leveraging the capabilities of our new ERP system.

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Table of Contents

RESULTS OF CONSOLIDATED OPERATIONS

Net Sales

Consolidated net sales for the year ended June 30, 2025 increased 2.0% to a new record of $1,909.1 million from the prior-year record total of $1,871.8 million, reflecting higher net sales for both the Retail and Foodservice segments driven primarily by increased volume and mix. Year-over-year comparisons for the Retail segment were unfavorably impacted by prior-year sales attributed to the perimeter-of-the-store bakery product lines we exited in March 2024. Year-over-year comparisons for the Foodservice segment were favorably impacted by a temporary supply agreement (“TSA”) resulting from our acquisition of a sauce and dressing production facility located in Atlanta, Georgia (“Atlanta plant”). The acquisition was completed in February 2025. The TSA commenced in March 2025 for a period of up to 12 months. Breaking down the 2.0% increase in consolidated net sales as summarized in the table below, higher core volumes and product mix contributed approximately 220 basis points, as partially offset by approximately 90 basis points attributed to the exited perimeter-of-the-store bakery product lines. The incremental sales attributed to the TSA accounted for 80 basis points.

Consolidated sales volumes, measured in pounds shipped, increased 1.2% for the year ended June 30, 2025. Excluding the impact of all sales attributed to both the exited perimeter-of-the-store bakery product lines and the TSA, consolidated sales volumes increased 0.9%.

The relative proportion of sales contributed by each of our business segments can impact a year-to-year comparison of the consolidated statements of income. The following table summarizes the sales mix over each of the last three years:

See discussion of net sales by segment following the discussion of “Earnings Per Share” below.

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Table of Contents

Gross Profit

Consolidated gross profit increased 5.4% to $455.6 million in 2025 compared to $432.3 million in 2024 driven by the positive impacts of our cost savings programs, volume growth and some modest cost deflation.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased 5.6% to $230.2 million in 2025 compared to $218.1 million in 2024. This increase includes investments in IT to support the continued growth of our business and $3.8 million in incremental expenditures attributed to the Atlanta plant acquisition, as partially offset by prior-year expenses for Project Ascent. The incremental acquisition-related expenditures were primarily comprised of legal and professional fees.

Expenses attributed to Project Ascent, our ERP initiative, were included within Corporate Expenses and classified separately through 2024. A portion of the costs classified as Project Ascent expenses represent ongoing costs that have continued subsequent to the completion of our ERP implementation in 2024. Beginning in 2025, these ongoing costs are no longer classified separately as Project Ascent expenses.

Restructuring and Impairment Charges

In 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 is expected to conclude in the quarter ending September 30, 2025. In 2025, we recorded restructuring and impairment charges of $4.5 million related to this closure. These charges consisted of impairment charges for personal property and operating lease right-of-use assets, 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.

In 2025, we transitioned our internal transportation fleet operation to an external dedicated carrier. In 2025, we recorded resulting restructuring charges of $0.6 million for one-time termination benefits.

In 2024, we committed to a plan to exit our perimeter-of-the-store bakery product lines and close our Flatout flatbread facility in Saline, Michigan and our Angelic Bakehouse sprouted grain bakery facility in Cudahy, Wisconsin. Production at these facilities ceased in March 2024, and we completed the divestiture of the real estate and manufacturing equipment at these locations during the quarter ended June 30, 2024. The operations of these facilities were not classified as discontinued operations as the closures did not represent a strategic shift that would have a major effect on our operations or financial results. In 2024, we recorded restructu

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