UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 2426, 2026


THE J. M. SMUCKER COMPANY
(Exact name of registrant as specified in charter)

Ohio

001-05111

34-0538550

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation or organization)

File Number)

Identification No.)


One Strawberry Lane
Orrville,	Ohio	44667-0280
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (330) 682-3000


Not Applicable
(Former name or former address and former fiscal year, 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(s)

Name of each exchange
on which registered

Common shares, no par value

SJM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On February 24, 2026, the Board of Directors (the “Board”) of~~ The J. M. Smucker Company (the “Company”) ~~increased~~previously ~~the~~reported ~~size~~on ofa ~~the~~Current ~~Board~~Report toon ~~eleven~~Form ~~(11)~~8-K ~~members~~filed ~~and~~with ~~elected~~the ~~Woo-Sung~~Securities ~~(Bruce)~~and ~~Chung~~Exchange ~~and~~Commission ~~David~~on ~~Singer~~February to10, ~~serve~~2026, onthat ~~the~~John ~~Board~~Brase, informerly ~~each~~President ~~case~~and ~~effective~~Chief onOperating ~~April 15~~Officer, ~~2026.~~was Inno ~~addition~~longer toan ~~their~~executive ~~service~~officer onof the ~~Board, Mr~~Company. ~~Chung~~In ~~and~~connection with Mr. ~~Singer~~Brase’s ~~will~~departure ~~both~~from ~~serve as members of~~ the ~~Audit~~Company, ~~Committee of~~ the ~~Board~~Company ~~(the~~and ~~“Audit Committee”)~~Mr. ~~Concurrently,~~Brase ~~Mercedes~~have ~~Abramo~~entered ~~will~~into ~~move~~a ~~from~~Separation ~~the~~Agreement ~~Audit Committee to~~ (the ~~Nominating,~~“Separation ~~Governance~~Agreement”), ~~and~~effective ~~Corporate~~as ~~Responsibility Committee~~ of ~~the~~February ~~Board~~26, ~~effective April 15,~~ 2026.

~~Mr.~~Pursuant ~~Chung’s~~to ~~and~~the Separation Agreement, Mr. ~~Singer’s~~Brase ~~compensation~~has ~~for~~agreed ~~their~~to ~~service~~comply ~~as directors will be consistent~~ with ~~that~~certain ofcooperation, ~~the~~non-disparagement, ~~Company’s~~non-disclosure, ~~other~~confidentiality, ~~directors who are not employees or consultants of the Company~~non-competition, asand ~~described~~non-solicitation inprovisions. The ~~the~~Separation ~~Company’s~~Agreement ~~definitive~~also ~~proxy~~provides ~~statement~~for ~~filed~~a ~~with~~customary ~~the~~waiver ~~Securities~~ and ~~Exchange~~release ~~Commission~~of ~~on June 27~~claims, ~~2025,~~and ~~under~~ the ~~caption~~following ~~“Director Compensation,” which portion of such proxy statement is incorporated herein by reference.~~benefits:

In•a ~~connection~~lump ~~with~~sum ~~the~~payment ~~election~~ of ~~Mr. Chung and Mr. Singer as directors~~$1, ~~the Company will enter into an indemnity agreement with each of Mr. Chung and Mr. Singer~~185, ~~in each case effective as of April 15~~000, ~~2026~~less ~~(the~~applicable ~~“Indemnity~~taxes ~~Agreements”). The Indemnity Agreements are in substantially the same form as the indemnity agreements the Company has entered into with each of its current directors~~ and ~~elected officers~~withholding, which ~~form~~represents ~~was previously filed by the Company as Exhibit 10~~Mr.51 ~~to the Company~~Brase’s ~~Annual~~monthly ~~Report~~base onsalary ~~Form~~multiplied ~~10-K~~by ~~for~~eighteen ~~the fiscal year ended April 30, 2025~~ (~~the “Form of Indemnity Agreement”~~18). ~~Each Indemnity Agreement requires the Company to indemnify Mr. Chung and Mr. Singer~~months, aspayable ~~applicable,~~on toApril ~~the fullest extent permitted by law against all expenses~~17, judgments, settlements, fines, and penalties, actually and reasonably incurred in the defense or settlement of any civil, criminal, administrative, or investigative action brought against him by reason of his relationship with the Company, including third-party claims and proceedings brought by or in the right of the Company, subject to certain exceptions. The rights provided to Mr. Chung and Mr. Singer under each applicable Indemnity Agreement are in addition to any other rights they may be entitled to under the Company’s Amended Articles of Incorporation or Amended Regulations, the Ohio General Corporation Law, or otherwise. The description of the Indemnity Agreements set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the Form of Indemnity Agreement, which is incorporated herein by reference. 2026;

~~The~~•a ~~Company~~lump issum ~~not~~payment ~~aware~~ of ~~(i)~~$611,885, ~~any~~less ~~arrangement~~applicable ortaxes ~~understanding between either Mr. Chung or Mr. Singer~~ and ~~any~~withholding, ~~other person pursuant to~~ which ~~Mr.~~represents ~~Chung or~~ Mr. ~~Singer~~Brase’s ~~were~~pro ~~elected~~rata asincentive ~~directors~~payment orfor ~~(ii)~~fiscal ~~any~~year ~~items~~2026, ~~which~~payable ~~would~~on ~~require~~April ~~disclosure~~17, ~~under Item 404(a) of Regulation S-K.~~ 2026;

~~Item 7~~•Mr.~~01 Regulation~~ FDBrase’s ~~Disclosure.~~outstanding unvested restricted stock award granted on June 15, 2023, which is in the third tranche of vesting, as well as his unvested restricted stock award granted at the time of his hire on April 14, 2020, which would have vested in its entirety on January 27, 2028, will vest; all remaining unvested restricted stock awards are forfeited;

On•Mr. ~~February~~Brase’s 26outstanding unvested option award granted on June 15, ~~2026~~2023, which is in the ~~Company~~third ~~issued~~tranche aof ~~press~~vesting, ~~release~~will ~~announcing~~vest; ~~the~~all ~~election~~remaining ofunvested ~~Mr.~~option ~~Chung~~awards are forfeited, and Mr. ~~Singer~~Brase tomust ~~the~~exercise ~~Board~~any ~~(the~~vested ~~“Press~~options ~~Release”).~~by AMay ~~copy~~10, of2026 ~~the~~(if ~~Press~~no ~~Release~~action is ~~furnished~~taken, asall ~~Exhibit~~of 99Mr.1 toBrase’s ~~this~~“in ~~Current~~the ~~Report~~money” options will automatically be exercised on ~~Form~~such ~~8-K.~~date);

~~The~~•a ~~information~~portion inof ~~Item 7~~Mr.01 ofBrase’s ~~this~~performance ~~Current~~units ~~Report~~granted on ~~Form~~June ~~8-K~~15, as2023 ~~well~~and asAugust ~~Exhibit~~13, ~~99.1~~2024 ~~attached~~will ~~hereto,~~become ~~shall~~eligible ~~not~~for bevesting, ~~deemed~~which ~~“filed”~~are performance units for ~~purposes~~which ofat ~~Section~~least 18one offull ~~the~~performance ~~Securities~~year ~~Exchange~~has ~~Act~~passed; ofthe ~~1934,~~number asof ~~amended~~performance ~~(the~~units ~~“Exchange~~which ~~Act”),~~become ~~nor~~eligible ~~shall~~for itvesting will be ~~deemed~~pro-rated ~~incorporated~~based byon ~~reference~~the innumber ~~any~~of ~~filing~~months ~~under~~that have been completed in the ~~Securities~~performance ~~Act~~period ofversus ~~1933,~~the astotal ~~amended,~~number orof months in the ~~Exchange~~performance ~~Act~~period, ~~except~~and asvesting ~~shall~~will be ~~expressly~~based ~~set~~on ~~forth~~actual byperformance ~~specific~~at ~~reference~~the inend ~~such~~of athe ~~filing.~~applicable three-year performance period; all remaining unvested performance units are forfeited;

~~Item~~•a ~~9.01 Financial~~lump ~~Statements~~sum payment of $36,000, less applicable taxes and ~~Exhibits~~withholding, to assist with a portion of Mr. Brase’s cost of continuing medical insurance for a period of eighteen (18) months, payable on April 17, 2026;

~~(d)Exhibits~~•a lump sum payment of $150,000, less applicable taxes and withholding, which represents an amount intended to cover Mr. Brase’s relocation expenses, payable on April 17, 2026; and

ExhibitNumber			ExhibitDescription
99.1			Press Release issued by the Company, dated February 26, 2026.
104			The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

•a lump sum payment of $10,000, less applicable taxes and withholding, for outplacement services for Mr. Brase, payable on April 17, 2026.

The terms of the Separation Agreement are substantively consistent with the provisions of the Company’s Executive Severance Plan and equity award agreements. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which the Company will file as an exhibit to its Annual Report on Form 10-K for the period ending April 30, 2026.

SIGNATURE

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 J. M. SMUCKER COMPANY

			By:			/s/ Jeannette L. Knudsen
						Name: Jeannette L. Knudsen
						Title: Chief Legal Officer and Secretary

Date: March 3, 2026

Filing Compare · J M SMUCKER Co