Form 8-K

8-K — MARZETTI CO

Accession: 0001193125-26-201554

Filed: 2026-05-01

Period: 2026-04-29

CIK: 0000057515

SIC: 2030 (CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES)

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d143601d8k.htm (Primary)

EX-99.1 (d143601dex991.htm)

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8-K

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8-K

MARZETTI CO false 0000057515 0000057515 2026-04-29 2026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

The Marzetti Company

(Exact name of registrant as specified in its charter)

Ohio

000-04065

13-1955943

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

380 Polaris Parkway, Suite 400

Westerville, Ohio

43082

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (614) 224-7141

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously reported, on March 4, 2026, The Marzetti Company (the “Company”) entered into a First Amendment to its Credit Agreement dated March 6, 2024 (the “First Amendment”), with The Huntington National Bank and Bank of America, N.A. as Co-Syndication Agents, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other lenders named therein. The First Amendment provided for an increase to the revolving loan from $150 million to $200 million, and for an additional $200 million term loan (the “Term Loan”) to finance the Company’s previously reported agreement to acquire the Japanese Barbecue Sauce brand, Bachan’s, Inc., for $400 million, subject to customary adjustments (the “Acquisition”). On April 29, 2026, the Company closed on the funding of the Term Loan in the aggregate principal amount of $200 million to partially fund the Acquisition with the balance of the purchase price coming from cash on hand.

The Term Loan will have a maturity date of April 29, 2031, provided that the First Amendment provides for a springing maturity date of March 6, 2029 under certain circumstances (such date, the “Term Loan Maturity Date”). The Term Loan shall be repaid in $2,500,000 quarterly installments, which are due and payable on the last day of each calendar quarter, commencing with the last day of the first full calendar quarter ending after the date the Term Loan is funded with the balance due and payable on the Term Loan Maturity Date. Interest accrued on the Term Loan shall be payable on the Interest Payment Date (as defined in the First Amendment) applicable to such Term Loan.

The foregoing description of the Term Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 9, 2026.

Item 8.01

Other Events

On May 1, 2026, the Company announced that it had completed the Acquisition. The Company included information about the closing of the Acquisition in a press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1*

Press Release dated May 1, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

Furnished herewith

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 hereunto duly authorized.

The Marzetti Company

Date: May 1, 2026

By:

/s/ Thomas K. Pigott

Thomas K. Pigott

Vice President, Chief Financial Officer

and Assistant Secretary

(Principal Financial and Accounting Officer)

EX-99.1

Filename: d143601dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SYMBOL: MZTI

May 1, 2026

TRADED: Nasdaq

THE MARZETTI COMPANY COMPLETES ACQUISITION OF BACHAN’S, INC.

WESTERVILLE, Ohio, May 1 - The Marzetti Company (Nasdaq: MZTI) announced today the successful completion of its acquisition of

Bachan’s, Inc., the fast-growing Japanese Barbecue Sauce brand known for its delicious, authentic, clean-label products. The transaction reinforces Marzetti’s 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. Bachan’s net sales for the twelve months ended December 31, 2025, were approximately $87 million.

The $400 million purchase price for the transaction was financed with cash on hand and a $200 million term loan.

CEO Dave

Ciesinski commented, “We are thrilled to welcome the Bachan’s team to the Marzetti family. This acquisition is a strategic extension of our portfolio that will further strengthen Marzetti’s position in the condiment and sauce

category. Bachan’s is a premium brand that celebrates food and family and is a natural complement to Marzetti’s portfolio of flavorful products made from family recipes. We are excited to partner with the Bachan’s team to broaden

distribution, support product innovation, and thoughtfully extend the brand into new channels and adjacent categories.”

Bachan’s founder Justin Gill remarked, “Bringing Bachan’s to this point has been an incredibly meaningful journey—one

rooted in my family’s legacy and a dream that started in childhood. As we officially join The Marzetti Company, I am proud of what our team has built and excited for what lies ahead. With Marzetti’s support, we are well positioned to

continue growing Bachan’s and sharing our flavors with even more people.”

“What makes this partnership so compelling is

our alignment in values,” Gill added. “Bachan’s has always been deeply personal to me, and it was essential to find a home that respects both our heritage and our vision. Marzetti has proven to be that partner. I am grateful for

the care they have shown throughout this process and energized for this next chapter as we build the future of Bachan’s together.”

About

The Marzetti Company

The Marzetti Company is a manufacturer and marketer of specialty food products for the retail and foodservice

channels. Our retail brands and products include Marzetti® dressings and dips; New York Bakery™ garlic breads; and Sister

Schubert’s® dinner rolls in addition to a growing portfolio of exclusive license agreements that includes Olive Garden®

dressings; Chick-fil-A® sauces and dressings; Buffalo Wild

Wings® sauces; Arby’s® sauces; Subway® sauces; and Texas Roadhouse® steak sauces and dinner rolls. In the foodservice channel, we supply sauces, dressings, breads and pasta to many of the top restaurant chains in the United States.

MORE …

PAGE

/ THE MARZETTI COMPANY COMPLETES ACQUISITION OF BACHAN’S, INC.

About Bachan’s

Bachan’s is a leading Japanese-American flavor brand founded by Justin Gill. Launched in 2019 and headquartered in Sebastopol, CA,

Bachan’s was born from Justin’s multi-generational family barbecue sauce recipe that was passed down to him by his bachan (grandma). Growing up, this sweet and savory sauce was always the centerpiece of family meals and gatherings. Now,

this original family recipe has inspired the bold, fresh, umami flavor and clean ingredients in all of Bachan’s sauces, and Bachan’s is honored to continue this tradition. Bachan’s collection of barbecue sauces and dipping sauces

are made in the way you would for your own family with high quality, non-GMO ingredients and minimal processing. To learn more, visit www.bachans.com or follow Bachan’s on X, Facebook, Instagram or

TikTok.

Transaction Advisors

Goldman Sachs & Co. LLC acted as exclusive financial advisor to The Marzetti Company and King & Spalding LLP acted as legal

counsel. Centerview Partners LLC acted as exclusive financial advisor to Bachan’s, Inc. and Wachtell, Lipton, Rosen & Katz LLP served as legal counsel.

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 news release 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, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in the forward-looking

statements. Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include:

•

the ability to successfully integrate the acquired Bachan’s, Inc. business 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;

•

the possible occurrence of product recalls or other defective or mislabeled product costs;

•

changes in demand for our products, which may result from loss of brand reputation or customer goodwill;

•

maintenance of competitive position with respect to other manufacturers;

•

fluctuations in the cost and availability of ingredients and packaging;

•

adverse changes in freight, energy or other costs of producing, distributing or transporting our products;

•

dependence on key personnel and changes in key personnel;

•

changes in our cash flow or use of cash in various business activities; and

•

risks related to other factors described under “Risk Factors” in other reports and statements

filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at

www.sec.gov).

PAGE

/ THE MARZETTI COMPANY COMPLETES ACQUISITION OF BACHAN’S, INC.

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. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on statements that are based on current expectations.

# # # #

FOR FURTHER INFORMATION:

Dale N. Ganobsik

Vice President, Corporate Finance and Investor Relations

The Marzetti Company

Phone: 614/224-7141

Email: ir@marzetti.com

Alysa Spittle

Senior Director, Communications

The Marzetti Company

Email: Alysa.spittle@marzetti.com

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