Marzetti (MZTI) risk factors, FY2026 10-K

Marzetti's FY2026 10-K, filed Aug 25, 2026, lists 34 risk factors in 6 groups. Against the prior year's 26: 8 new, 8 substantially reworded.

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Risk factors listed
346 groups
New this year
8vs 26 last year
Dropped
0since the prior 10-K
Substantially reworded
8of those kept
Section length
10k wordsItem 1A

What the changes say

  • Bachan’s $400 million acquisition introduces integration, brand, supply-chain, synergy, employee and financing risks.
  • New borrowing brings leverage, covenant, interest-rate and liquidity risks, including 3.5x leverage and 2.5x interest-coverage tests.
  • Packaging sustainability and climate rules may require redesigns, equipment changes, compliance spending, and higher operating costs.
  • Risks expand around pandemics, private-label competition, emerging channels, and geopolitical disruptions to transport and energy markets.

What changed since the prior 10-K

New

  • NewRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    We may not realize the anticipated benefits of our acquisition of Bachan’s, Inc., and the integration of the acquired business may disrupt our operations, divert management attention, or result in unanticipated costs or liabilities

    Integrating the $400 million Bachan’s acquisition could disrupt operations, weaken the brand, lose key employees, miss synergies, and create unexpected costs or liabilities.

  • NewRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    Our Credit Agreement requires us to comply with certain restrictive covenants that impose restrictions on our operations, which could adversely affect our business

    Credit Agreement covenants restrict additional debt, asset sales, acquisitions, liens, and other actions while requiring specified leverage and interest-coverage levels.

  • NewRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    not less than 2.5 to 1 at the end of each fiscal quarter and limits investments and acquisitions over $150 million if our consolidated leverage ratio equals or exceeds 3.25 to 1. The covenant calculations are defined more specifically in the Credit Agreement

    An uncured covenant default could accelerate debt repayment, forcing cuts to dividends, buybacks, acquisitions, capital expenditures, or other operating uses of cash.

  • NewRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    An increase in interest rates would have an adverse effect on our results of operations, as we have exposure to variable interest rates tied to SOFR or an alternate base rate defined in the Credit Agreement

    Variable-rate debt tied to SOFR or the Credit Agreement’s alternate base rate could become more expensive, while additional financing may be unavailable or unfavorable.

  • NewRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    We may be required to incur significant costs or make operational changes to convert to more sustainable packaging, and our failure to do so effectively could adversely affect our business, reputation, results of operations, financial condition and cash flows

    More sustainable packaging may require redesigned products, new materials and suppliers, equipment changes, testing, labeling updates, and significant compliance costs.

  • NewRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    Further, our businesses could be adversely affected if we are unable to effectively address concerns from the media, shareholders, customers, and other stakeholders specific to our business regarding climate change and related environmental sustainability and governance matters

    Pandemics and other public-health emergencies could disrupt consumption, supply chains, management, operations, and production, while climate-related stakeholder concerns could damage the businesses.

  • NewRISKS RELATED TO THE BRANDS WE SELL AND CUSTOMER DEMAND FOR OUR PRODUCTS

    their own branded products that compete directly with our products. Failure to maintain our retail shelf space or priority with these customers and foodservice distributors could have a material adverse effect on our business, results of operations, financial condition and cash flows

    Private-label competition and changing online retail or meal-kit channels could reduce shelf priority, customer access, or sales through retail and foodservice distributors.

  • NewRISKS RELATED TO REGULATORY AND LEGAL MATTERS

    executive actions impose constraints on a regulatory agency’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted

    Climate, greenhouse-gas, energy, sustainability, and packaging regulations, together with limits on agency oversight, could increase compliance, manufacturing, distribution, and supply-chain costs.

Reworded

  • 60% rewrittenRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    Increases in energy-related costs could negatively affect our business by increasing our costs to produce goods

    No substantive change; the risk retains the same energy-cost exposure and mitigation through fixed-price natural-gas and electricity contracts.

  • 52% rewrittenRISKS RELATED TO REGULATORY AND LEGAL MATTERS

    We are subject to federal, state and local government regulations that could adversely affect our business and results of operations

    No substantive change; the risk retains the same federal, state, and local food-production, labeling, packaging, quality, and distribution regulatory concerns.

  • 41% rewrittenRISKS RELATED TO HEALTH AND FOOD SAFETY

    We may be subject to a loss of sales or increased costs due to adverse publicity or consumer concern regarding the safety, quality or healthfulness of food products, whether with our products, competing products or other related food products supplied by third parties

    The comparison changed the example from foods in the same food group to foods consumed with the company’s products and removed the explicit operating-cost impact.

    Was: We may be subject to a loss of sales or increased costs due to adverse publicity or consumer concern regarding the safety, quality or healthfulness of food products, whether with our products, competing products or other related food products

  • 40% rewrittenRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    We may require significant capital expenditures to acquire new and maintain, improve or replace existing infrastructure and facilities, which could adversely affect our cash flows

    The risk now expressly includes acquiring facilities and expanding or improving infrastructure, emphasizing reduced flexibility to fund other operations.

    Was: We may require significant capital expenditures to maintain, improve or replace aging infrastructure and facilities, which could adversely affect our cash flows

  • 29% rewrittenRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    Our inability to successfully renegotiate collective bargaining contracts and any prolonged work stoppages could have an adverse effect on our business, results of operations, financial condition and cash flows

    The specific December 2025 expiration at the Vineland, New Jersey facility was removed and replaced with a statement that no agreements expire within one year.

  • 24% rewrittenRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    The availability and cost of warehousing and transportation for our products is vital to our success, and the loss of availability or increase in the cost of warehouse capacity and transportation could have an unfavorable impact on our business, results of operations, financial condition and cash flows

    Transportation disruption coverage now expressly includes geopolitical conflict, armed hostilities, global energy-market, supply-chain, and transportation-network disruptions.

  • 22% rewrittenRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    Labor shortages, increased labor costs, and increased labor turnover could adversely impact our business, results of operations, financial condition and cash flows

    The risk removes specific references to COVID-19, related mandates, and inflation while retaining labor shortages, turnover, wage pressure, and immigration-policy concerns.

  • 21% rewrittenRISKS RELATED TO OUR BUSINESS AND OPERATIONS

    We may not be able to successfully consummate proposed acquisitions or divestitures, and integrating acquired businesses may present financial, managerial and operational challenges

    No substantive change is apparent; the acquisition and divestiture risk retains the same strategic-fit, deal-term, competition, capital, and partner-consent concerns.

All 34 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO HEALTH AND FOOD SAFETY

  1. 01We may be subject to business disruptions, product recalls or other claims for real or perceived safety issues regarding our food products
  2. 02We may be subject to a loss of sales or increased costs due to adverse publicity or consumer concern regarding the safety, quality or healthfulness of food products, whether with our products, competing products or other related food products supplied by third parties41% rewritten

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

  1. 03Increases in the costs, or limitations in the availability, of raw materials, packaging and freight used to produce, package and deliver our products due to inflation, geopolitical events or otherwise could adversely affect our business by increasing our costs to produce goods
  2. 04A disruption of production at certain manufacturing facilities could result in an inability to meet customer demand for certain of our products, which could also negatively impact our ability to maintain adequate levels of product placement with our customers on a long-term basis
  3. 05We may not realize the anticipated benefits of our acquisition of Bachan’s, Inc., and the integration of the acquired business may disrupt our operations, divert management attention, or result in unanticipated costs or liabilitiesNew
  4. 06Our Credit Agreement requires us to comply with certain restrictive covenants that impose restrictions on our operations, which could adversely affect our businessNew
  5. 07not less than 2.5 to 1 at the end of each fiscal quarter and limits investments and acquisitions over $150 million if our consolidated leverage ratio equals or exceeds 3.25 to 1. The covenant calculations are defined more specifically in the Credit AgreementNew
  6. 08An increase in interest rates would have an adverse effect on our results of operations, as we have exposure to variable interest rates tied to SOFR or an alternate base rate defined in the Credit AgreementNew
  7. 09Labor shortages, increased labor costs, and increased labor turnover could adversely impact our business, results of operations, financial condition and cash flows22% rewritten
  8. 10The availability and cost of warehousing and transportation for our products is vital to our success, and the loss of availability or increase in the cost of warehouse capacity and transportation could have an unfavorable impact on our business, results of operations, financial condition and cash flows24% rewritten
  9. 11Our operations are dependent on a wide array of third parties
  10. 12Increases in energy-related costs could negatively affect our business by increasing our costs to produce goods60% rewritten
  11. 13We may not be able to successfully consummate proposed acquisitions or divestitures, and integrating acquired businesses may present financial, managerial and operational challenges21% rewritten
  12. 14Manufacturing capacity constraints may have a material adverse effect on our business, results of operations, financial condition and cash flows
  13. 15We may require significant capital expenditures to acquire new and maintain, improve or replace existing infrastructure and facilities, which could adversely affect our cash flows40% rewritten
  14. 16We may be required to incur significant costs or make operational changes to convert to more sustainable packaging, and our failure to do so effectively could adversely affect our business, reputation, results of operations, financial condition and cash flowsNew
  15. 17Climate change, including drought, and increasingly stringent legal and market measures to address climate change may present challenges to our business and adversely affect our business, reputation, operations and supply chain
  16. 18Further, our businesses could be adversely affected if we are unable to effectively address concerns from the media, shareholders, customers, and other stakeholders specific to our business regarding climate change and related environmental sustainability and governance mattersNew
  17. 19Our inability to successfully renegotiate collective bargaining contracts and any prolonged work stoppages could have an adverse effect on our business, results of operations, financial condition and cash flows29% rewritten
  18. 20The loss of the services of one or more members of our senior management team could have a material adverse effect on our business, results of operations, financial condition and cash flows

RISKS RELATED TO THE BRANDS WE SELL AND CUSTOMER DEMAND FOR OUR PRODUCTS

  1. 21We rely on the value of our reputation and the value of the brands we sell, and the failure to maintain and enhance these brands, including as a result of negative publicity (whether or not warranted), could adversely affect our business
  2. 22We manufacture and sell numerous products pursuant to license agreements and failure to maintain or renew these agreements could adversely affect our business
  3. 23Competitive conditions within our Retail and Foodservice markets could impact our sales volumes and operating profits
  4. 24Competitive considerations in the various product categories in which we sell are numerous and include price, product innovation, product quality, reputation, brand recognition and loyalty, effectiveness of marketing, promotional activity and the ability to remain relevant to consumer preferences and trends
  5. 25Walmart is our largest Retail customer. The loss of, or a significant reduction in, Walmart’s business, or an adverse change in the financial condition of Walmart, could result in a material adverse effect on our business, results of operations, financial condition and cash flows
  6. 26We rely on the performance of major retailers, mass merchants, wholesalers, food brokers, distributors and foodservice customers for the success of our business and, should they perform poorly or give higher priority to other brands or products, our business could be adversely affected
  7. 27their own branded products that compete directly with our products. Failure to maintain our retail shelf space or priority with these customers and foodservice distributors could have a material adverse effect on our business, results of operations, financial condition and cash flowsNew

RISKS RELATED TO CYBERSECURITY AND INFORMATION TECHNOLOGY

  1. 28Cyber attacks, data breaches or other breaches of our information security systems have had, and in the future could have, an adverse effect on our business strategy, results of operations, financial condition and cash flows
  2. 29Technology failures could disrupt our operations and negatively impact our business
  3. 30Failure to comply with current or future federal, state and foreign laws and regulations and industry standards relating to privacy and data protection could adversely affect our business and results of operations

RISKS RELATED TO REGULATORY AND LEGAL MATTERS

  1. 31We are subject to federal, state and local government regulations that could adversely affect our business and results of operations52% rewritten
  2. 32executive actions impose constraints on a regulatory agency’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impactedNew

RISKS RELATED TO INVESTMENTS IN OUR COMMON STOCK

  1. 33Mr. Gerlach, a member of our Board of Directors, has a significant ownership interest in our Company
  2. 34Anti-takeover provisions could make it more difficult for a third party to acquire our Company

Other Marzetti 10-Ks

  • FY2025 10-K risk factors
    26 risks

    Supply chain concentration and third-party dependencies heavily dominate the risk profile, led by raw material costs, major customer reliance on Walmart, and licensed brand agreements.

    Filed Aug 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.