mzti-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form			10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025


☐			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



The Marzetti Company
(Exact name of registrant as specified in its charter)


Ohio		13-1955943
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

380 Polaris Parkway	Suite 400
Westerville	Ohio	43082
(Address of principal executive offices)		(Zip Code)


(614)			224-7141
(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
Common Stock, without par value	MZTI	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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.

Large accelerated filer

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 January 9, 2026, there were approximately 27,423,000 shares of Common Stock, without par value, outstanding.

THE MARZETTI COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS




PART I – FINANCIAL INFORMATION		3

Item 1.	Condensed Consolidated Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets – Dec ember 3 1 , 2025 and June 30, 2025	3

	Condensed Consolidated Statements of Income – Three and Si x Months Ended Dec ember 3 1 , 2025 and 2024	4

	Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended Dec ember 3 1 , 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows –Six Months Ended Dec ember 3 1 , 2025 and 2024	6

	Condensed Consolidated Statements of Shareholders’ Equity – Six Months Ended Dec ember 3 1 , 2025 and 2024	7

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II – OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

SIGNATURES		28

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)	December 31, 2025		June 30, 2025
ASSETS
Current Assets:
Cash and equivalents	$	201,584	$	161,476
Receivables	103,787		95,817
Inventories:
Raw materials	45,948		42,547
Finished goods	116,636		126,754
Total inventories	162,584		169,301
Other current assets	23,458		17,037
Total current assets	491,413		443,631
Property, Plant and Equipment:


Property, plant and equipment-gross	993,116		968,014
Less accumulated depreciation	452,313		433,471
Property, plant and equipment-net	540,803		534,543
Other Assets:
Goodwill	222,772		222,772

Operating lease right-of-use assets	49,047		52,227
Other noncurrent assets	24,824		21,551
Total	$	1,328,859	$	1,274,724
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	123,378	$	117,962
Accrued liabilities	57,284		68,332
Total current liabilities	180,662		186,294
Noncurrent Operating Lease Liabilities	38,767		42,720
Other Noncurrent Liabilities	21,354		13,100
Deferred Income Taxes	55,249		34,115
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock-authorized 3,050,000 shares; outstanding-none
Common stock-authorized 75,000,000 shares; outstanding-December 31, 2025-27,423,042 shares; June 30, 2025-27,533,599 shares	164,086		160,886
Retained earnings	1,680,838		1,628,487
Accumulated other comprehensive income	931		961
Common stock in treasury, at cost	(813,028)		(791,839)
Total shareholders’ equity	1,032,827		998,495
Total	$	1,328,859	$	1,274,724

See accompanying notes to condensed consolidated financial statements.

THE MARZETTI COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


	Three Months Ended December 31,				Six Months Ended December 31,
(Amounts in thousands, except per share data)	2025		2024		2025		2024
Net Sales	$	517,953	$	509,301	$	1,011,425	$	975,859
Cost of Sales	380,693		376,533		755,346		732,267
Gross Profit	137,260		132,768		256,079		243,592
Selling, General and Administrative Expenses	60,409		57,107		118,825		112,067

Restructuring and Impairment Charges	1,667		—		2,810		—
Operating Income	75,184		75,661		134,444		131,525
Pension Settlement Charge	—		(13,968)		—		(13,968)
Other, Net	1,158		1,541		2,687		3,560
Income Before Income Taxes	76,342		63,234		137,131		121,117
Taxes Based on Income	17,263		14,241		30,870		27,423





Net Income	$	59,079	$	48,993	$	106,261	$	93,694






Net Income Per Common Share:
Basic	$	2.15	$	1.78	$	3.87	$	3.40
Diluted	$	2.15	$	1.78	$	3.86	$	3.40



Weighted Average Common Shares Outstanding:
Basic	27,401		27,480		27,428		27,468
Diluted	27,415		27,495		27,454		27,487

See accompanying notes to condensed consolidated financial statements.

THE MARZETTI COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended December 31,				Six Months Ended December 31,
(Amounts in thousands)	2025		2024		2025		2024
Net Income	$	59,079	$	48,993	$	106,261	$	93,694
Other Comprehensive (Loss) Income:
Defined Benefit Pension and Postretirement Benefit Plans:
Net loss arising during the period, before tax	—		(1,549)		—		(1,549)
Pension settlement charge, before tax	—		13,968		—		13,968
Amortization of (gain) loss, before tax	(15)		133		(30)		265
Amortization of prior service credit, before tax	(4)		(46)		(9)		(91)
Total Other Comprehensive (Loss) Income, Before Tax	(19)		12,506		(39)		12,593
Tax Attributes of Items in Other Comprehensive (Loss) Income:
Net loss arising during the period, tax	—		362		—		362
Pension settlement charge, tax	—		(3,264)		—		(3,264)
Amortization of (gain) loss, tax	3		(32)		7		(62)
Amortization of prior service credit, tax	1		11		2		21
Total Tax Benefit (Expense)	4		(2,923)		9		(2,943)
Other Comprehensive (Loss) Income, Net of Tax	(15)		9,583		(30)		9,650
Comprehensive Income	$	59,064	$	58,576	$	106,231	$	103,344

See accompanying notes to condensed consolidated financial statements.

THE MARZETTI COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended December 31,
(Amounts in thousands)	2025		2024
Cash Flows From Operating Activities:
Net income	$	106,261	$	93,694
Adjustments to reconcile net income to net cash provided by operating activities:
Impacts of noncash items:
Depreciation and amortization	34,247		29,406

Deferred income taxes and other changes	23,999		(1,144)
Stock-based compensation expense	5,281		4,915
Restructuring and impairment charges	1,392		—


Pension plan activity	—		14,253
Changes in operating assets and liabilities:
Receivables	(7,970)		(3,590)
Inventories	6,717		6,082
Other current assets	(7,164)		159
Accounts payable and accrued liabilities	(4,636)		(16,265)
Net cash provided by operating activities	158,127		127,510
Cash Flows From Investing Activities:
Payments for property additions	(33,299)		(28,660)

Proceeds from sale of property	705		—

Other-net	(7,219)		(4,045)
Net cash used in investing activities	(39,813)		(32,705)
Cash Flows From Financing Activities:
Payment of dividends	(53,910)		(51,125)
Purchase of treasury stock	(21,189)		(1,443)
Tax withholdings for stock-based compensation	(2,081)		(1,597)

Principal payments for finance leases	(1,026)		(1,010)
Net cash used in financing activities	(78,206)		(55,175)




Net change in cash and equivalents	40,108		39,630
Cash and equivalents at beginning of year	161,476		163,443
Cash and equivalents at end of period	$	201,584	$	203,073
Supplemental Disclosure of Operating Cash Flows:
Net cash payments for income taxes	$	13,726	$	20,913

See accompanying notes to condensed consolidated financial statements.

THE MARZETTI COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)


	Six Months Ended December 31, 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	27,534	$	160,886	$	1,628,487	$	961	$	(791,839)	$	998,495
Net income				47,182						47,182
Postretirement benefit losses, net of $(5) tax effect						(15)				(15)
Cash dividends - common stock ($0.95 per share)				(26,318)						(26,318)
Purchase of treasury stock	(6)							(1,137)		(1,137)
Stock-based plans	20	(2,081)								(2,081)
Stock-based compensation expense		2,645								2,645
Balance, September 30, 2025	27,548	$	161,450	$	1,649,351	$	946	$	(792,976)	$	1,018,771
Net income				59,079						59,079
Postretirement benefit losses, net of $(4) tax effect						(15)				(15)
Cash dividends - common stock ($1.00 per share)				(27,592)						(27,592)
Purchase of treasury stock	(123)							(20,052)		(20,052)
Stock-based plans	(2)	—								—
Stock-based compensation expense		2,636								2,636
Balance, December 31, 2025	27,423	$	164,086	$	1,680,838	$	931	$	(813,028)	$	1,032,827

See accompanying notes to condensed consolidated financial statements.

THE MARZETTI COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

(UNAUDITED)


	Six Months Ended December 31, 2024
(Amounts in thousands, except per share data)	Common Stock Outstanding			Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock		Total Shareholders’ Equity
	Shares	Amount
Balance, June 30, 2024	27,527	$	153,616	$	1,564,642	$	(8,640)	$	(783,846)	$	925,772
Net income				44,701						44,701
Net pension and postretirement benefit gains, net of $20 tax effect						67				67
Cash dividends - common stock ($0.90 per share)				(24,866)						(24,866)

SEC Form 10-Q filed by The Marzetti Company