Every material Form 8-K J.M. Smucker Company (The) has filed with the SEC since August 15, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
J.M. Smucker reported first-quarter fiscal 2027 net sales of $2.2 billion, up 5%, and GAAP net income per diluted share of $3.03, compared with a loss of $0.41 a year earlier. The company raised its full-year fiscal 2027 adjusted earnings per share guidance to $10.50 to $11.00 from $9.75 to $10.25, and its free cash flow outlook to $1.1 billion from $1.0 billion, with the adjusted EPS figures including tariff refunds received in the quarter.
Net sales were $2,219.3 million, up $106.0 million or 5% from $2,113.3 million a year earlier.
GAAP net income per diluted share was $3.03; adjusted EPS was $3.24, up 71% from $1.90, including an $0.84 benefit from tariff refunds.
Fiscal 2027 adjusted EPS guidance is $10.50 to $11.00, up from $9.75 to $10.25; net sales are now expected to decrease 1.0% to 2.0%, versus the prior decrease of 3.0% to 4.0%.
Free cash flow for the quarter was $337.3 million, compared with negative $94.9 million a year earlier.
J.M. Smucker reported fourth-quarter fiscal 2026 net sales of $2.3 billion, up 6%, and adjusted earnings per share of $2.77, up 20%. For the full fiscal year, adjusted EPS fell 10% to $9.15 and the company posted a net loss of $1.30 per diluted share, while it guided fiscal 2027 net sales down 3.0% to 4.0% and adjusted EPS of $9.75 to $10.25.
Q4 net sales $2.3 billion (about $2,268.1 million), up 6%; adjusted EPS $2.77 vs. $2.31 a year earlier.
Q4 GAAP net income $3.64 per diluted share, compared with a net loss of $6.85 in the prior-year quarter, which included $867.3 million of goodwill impairment charges.
Fiscal 2026 net sales $9.1 billion, up 4%; net loss of $1.30 per diluted share; adjusted EPS $9.15, down 10%.
Fiscal 2027 outlook: net sales down 3.0% to 4.0%, adjusted EPS $9.75 to $10.25, free cash flow about $1.0 billion.
J.M. Smucker entered a separation agreement with John Brase, its former President and Chief Operating Officer, effective February 26, 2026, after he stopped being an executive officer. The agreement includes cash payments, accelerated vesting of some equity awards, and a release of claims, and the company says its terms are consistent with its Executive Severance Plan and equity award agreements.
Lump sum base salary payment of $1,185,000 (18 months of salary), payable April 17, 2026
Lump sum incentive payment of $611,885 for fiscal year 2026 pro rata, payable April 17, 2026
Portions of restricted stock, options and performance units vest; remaining unvested awards are forfeited
Vested options must be exercised by May 10, 2026; the full agreement will be filed with the 10-K for the period ending April 30, 2026
J.M. Smucker's board increased its size to 11 members and elected Woo-Sung (Bruce) Chung, CFO of NRG Energy, and David Singer, former CEO of Snyder's-Lance, effective April 15, 2026. The appointments follow engagement with Elliott Investment Management, and the company has entered an information-sharing agreement with Elliott. The filing reports no financial results, so the change is a governance development rather than a direct financial measure.
Board expanded to 11 directors, with 10 described as independent, effective April 15, 2026
Chung and Singer will both serve on the Audit Committee; Mercedes Abramo moves from Audit to Nominating, Governance, and Corporate Responsibility Committee
Appointments follow constructive engagement with Elliott Investment Management, which the company describes as one of its largest investors
Company will enter indemnity agreements with Chung and Singer, in substantially the same form as those with current directors
J.M. Smucker reported fiscal third-quarter results for the period ended January 31, 2026, with net sales of $2.3 billion, up 7%, but a GAAP net loss of $6.79 per diluted share driven by noncash impairment charges tied to Sweet Baked Snacks. Adjusted earnings per share fell 9% to $2.38. The company lowered the top end of its full-year net sales growth outlook because of a February fire at its Emporia, Kansas facility, while keeping its adjusted EPS guidance of $8.75 to $9.25.
Net sales were $2,339.4 million, up 7% from $2,186.0 million; adjusted EPS was $2.38, down 9% from $2.61.
GAAP net loss was $6.79 per diluted share versus a $6.22 loss a year earlier, including a $507.5 million goodwill impairment and a $454.2 million other intangible assets impairment.
Full-year net sales growth outlook is now 3.5% to 4.0%, down from 3.5% to 4.5%, citing the Emporia, Kansas fire; adjusted EPS guidance of $8.75 to $9.25 is unchanged.
Cash provided by operations was $558.5 million versus $239.4 million a year earlier; free cash flow was $487.0 million versus $151.3 million.
J.M. Smucker said John Brase, President and Chief Operating Officer, is no longer an executive officer effective February 9, 2026, and the company has eliminated the COO role. The company also made several promotions, including Mark Smucker resuming the President title, and said it expects to maintain its fiscal 2026 outlook, with an update due on February 26, 2026.
John Brase is no longer an executive officer effective February 9, 2026; the company expects to enter a separation agreement with him.
Tucker Marshall's base salary rises from $725,000 to $745,000 after his promotion to Chief Financial Officer | Executive Vice President.
Robert Ferguson was elected an executive officer as Chief Product Supply Officer, with a base salary of $700,000.
The company expects to maintain its fiscal 2026 outlook and will update it on its third quarter earnings call on February 26, 2026.
J.M. Smucker reported fiscal 2026 second-quarter net sales of $2.3 billion, up 3%, driven by higher net pricing, while adjusted earnings per share fell 24% to $2.10. The company narrowed its full-year adjusted EPS guidance to $8.75 to $9.25 from $8.50 to $9.50, which keeps the midpoint at $9.00 unchanged.
Net sales were $2,330.1 million, up 3% from $2,271.2 million; excluding divestitures and currency, sales rose 5%.
Adjusted EPS was $2.10 versus $2.76 a year earlier; GAAP diluted EPS was $2.26 versus a loss of $0.23.
Fiscal 2026 adjusted EPS guidance is $8.75 to $9.25, down from the prior $8.50 to $9.50 range at the top end and up at the bottom; net sales growth guidance is 3.5% to 4.5%.
Free cash flow was $280.2 million versus $317.2 million a year earlier; full-year free cash flow guidance is unchanged at $975.0 million.
J.M. Smucker reported a fiscal 2026 first-quarter net loss of $0.41 per diluted share, compared with net income of $1.74 per share a year earlier, while net sales fell 1% to $2.1 billion. Adjusted earnings per share fell 22% to $1.90, and operating cash flow was negative $10.6 million. The company raised its full-year net sales growth outlook to 3.0% to 5.0% and its free cash flow outlook to $975.0 million, but kept its adjusted earnings per share guidance at $8.50 to $9.50.
Net sales were $2.1 billion, down $11.8 million or 1%; excluding divestitures and currency, net sales rose 2%.
Net loss per diluted share was $0.41, versus net income of $1.74 per share a year earlier; GAAP operating income fell 87% to $45.6 million.
Adjusted earnings per share were $1.90, down 22% from $2.44.
FY2026 net sales growth outlook raised to 3.0% to 5.0% from 2.0% to 4.0%; adjusted earnings per share guidance unchanged at $8.50 to $9.50; free cash flow outlook raised to $975.0 million from $875.0 million.
J.M. Smucker reported fourth-quarter results for the quarter ended April 30, 2025, with net sales down 3% to $2.1 billion and adjusted earnings per share down 13% to $2.31. A net loss of $6.85 per diluted share reflected $980.0 million in noncash impairment charges tied to Sweet Baked Snacks goodwill and the Hostess trademark. The company also gave fiscal 2026 adjusted earnings per share guidance of $8.50 to $9.50, compared with $10.12 for fiscal 2025.
Q4 net sales were $2.1 billion, down 3%, and adjusted earnings per share were $2.31, down 13% from $2.66.
Q4 net loss per diluted share was $6.85, versus earnings of $2.30 a year earlier, after $867.3 million in goodwill impairment and $112.7 million in trademark impairment charges.
Fiscal 2025 net sales were $8.7 billion, up 7%, and adjusted earnings per share were $10.12, up 2%.
Fiscal 2026 guidance calls for net sales growth of 2.0% to 4.0%, adjusted earnings per share of $8.50 to $9.50, and free cash flow of $875.0 million.
J.M. Smucker named Chief Operating Officer John Brase as President and Chief Operating Officer, effective April 30, 2025, while CEO Mark Smucker became Chair of the Board and CEO. The company also adopted amended regulations that remove the requirement that the President be a director, and granted special restricted share awards to Brase and CFO Tucker Marshall.
John Brase, age 57, promoted to President and Chief Operating Officer effective April 30, 2025; he had been COO since 2020
Brase receives a one-time award of 35,000 restricted shares; CFO Tucker Marshall receives 22,000 restricted shares
Both awards vest over five years, with 25% vesting on the second anniversary and 25% each year thereafter
Amended Regulations remove the requirement that the President also be a director and update shareholder meeting procedures
On March 7, 2025, J.M. Smucker entered into a $650.0 million unsecured term loan maturing March 7, 2027, and a $2.0 billion unsecured revolving credit facility maturing March 7, 2030, with Bank of America, N.A. as administrative agent for both. The term loan will partly fund repayment of $1.0 billion in 3.50% senior notes due March 15, 2025, with the remainder to be financed through cash on hand and commercial paper borrowings. Both agreements require the company to keep an interest coverage ratio of at least 3.50 to 1.00 at each fiscal quarter-end.
$650.0 million unsecured term loan matures March 7, 2027; proceeds partly fund repayment of $1.0 billion 3.50% senior notes due March 15, 2025
Remainder of the note repayment to be financed with cash on hand and commercial paper borrowings
$2.0 billion unsecured revolving credit facility matures March 7, 2030; proceeds may refinance existing debt and fund general corporate and working capital needs
Both facilities require an interest coverage ratio of at least 3.50 to 1.00, tested at each fiscal quarter-end
J.M. Smucker reported fiscal third-quarter results for the period ended January 31, 2025, with net sales down 2% to $2.2 billion and a GAAP net loss of $6.22 per diluted share, driven by $794.3 million and $208.2 million noncash impairment charges tied to Sweet Baked Snacks. Adjusted EPS rose 5% to $2.61, and the company raised the low and high ends of its fiscal 2025 adjusted EPS guidance while lowering its net sales growth outlook.
Net sales were $2,186.0 million, down $43.2 million or 2% from the prior-year quarter.
Net loss per diluted share was $6.22, including a $794.3 million goodwill impairment and a $208.2 million trademark impairment.
Adjusted EPS was $2.61, up 5%; free cash flow was $151.3 million versus $249.6 million a year earlier.
Fiscal 2025 adjusted EPS guidance was updated to $9.85 to $10.15 from $9.70 to $10.10; net sales growth guidance is 7.25% versus 7.50% to 8.50% previously.
For the quarter ended October 31, 2024, J.M. Smucker reported net sales of $2.3 billion, up 17% mainly due to the Hostess Brands acquisition, and adjusted earnings per share of $2.76, up 7%. The company posted a GAAP net loss of $0.23 per diluted share, versus earnings of $1.90 a year earlier, after a $260.8 million pre-tax loss on the Voortman business held for sale. The company raised its full-year fiscal 2025 adjusted earnings per share guidance to $9.70 to $10.10 from $9.60 to $10.00.
Net sales were $2.3 billion, up $332.6 million or 17%; excluding the acquisition, divestitures, and currency, net sales rose 2%.
GAAP net loss of $0.23 per diluted share, compared with $1.90 a year earlier, including a $260.8 million pre-tax loss on the Voortman business.
Adjusted earnings per share were $2.76, up 7%; free cash flow was $317.2 million versus $28.2 million a year earlier.
Fiscal 2025 adjusted earnings per share guidance raised to $9.70 to $10.10 from $9.60 to $10.00; net sales growth guidance unchanged at 8.5% to 9.5%.
J.M. Smucker reported first-quarter fiscal 2025 results for the period ended July 31, 2024, with net sales up 18% to $2.1 billion, largely from the Hostess Brands acquisition. The company also lowered its full-year adjusted earnings per share guidance to $9.60 to $10.00 from $9.80 to $10.20, citing higher green coffee costs and softer demand in some categories, so shareholders face a mixed picture of strong growth alongside a weaker outlook.
Net sales were $2,125.1 million, up 18%; excluding acquisition, divestitures, and currency, net sales rose 1%.
GAAP net income per diluted share was $1.74, down from $1.79; adjusted EPS was $2.44, up 10% from $2.21.
Full-year fiscal 2025 adjusted EPS guidance was cut to $9.60 to $10.00 from $9.80 to $10.20; net sales growth guidance was lowered to 8.5% to 9.5%.
Free cash flow was $49.2 million, compared with $67.6 million a year earlier; full-year free cash flow guidance was cut to $875 million from $900 million.
At its August 14, 2024 virtual annual meeting, Smucker shareholders elected all ten directors to one-year terms and ratified Ernst & Young LLP as auditor for fiscal 2025. Shareholders also approved, on an advisory basis, the executive compensation disclosed in the 2024 Proxy Statement. The filing also reports that the Compensation Committee changed the three-year performance targets for fiscal 2025 performance units, weighting them 75% on adjusted earnings per share and 25% on average net sales growth.
All ten directors were elected to terms expiring at the 2025 Annual Meeting; Mark T. Smucker received the most Against votes, at 6,679,589.
Advisory say-on-pay proposal passed with 72,526,014 For and 4,436,943 Against votes.
Ernst & Young LLP was ratified for the fiscal year ending April 30, 2025, with 81,999,999 For and 7,836,474 Against votes.
Fiscal 2025 performance units will replace the three-year return on invested capital target with a three-year average net sales growth target, weighted 25%.
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