UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| 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.
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| 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 |
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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) | ||||||
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