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~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): February 11, 2026~~1934

~~The~~Date ~~Marzetti~~of ~~Company~~Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inMarch 4, ~~its charter)~~2026

Ohio	000-04065	13-1955943
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
380 Polaris Parkway	Suite 400
Westerville	Ohio	43082
(Address of principal executive offices)		(Zip Code)

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 ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ☐under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~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 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 51.~~02 Departure~~01 ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

OnAs ~~February~~previously 11reported, ~~2026,~~ The Marzetti Company (the “Company”) ~~announced~~entered ~~the~~into ~~appointment~~a ofCredit ~~Greg~~Agreement ~~Hughes to the Company’s Board of Directors~~ (the “~~Board~~Credit Agreement”) ason aMarch 6, ~~Class~~2024 Iwith ~~director,~~the ~~effective~~lenders ~~immediately,~~named toin ~~serve~~the ~~until~~Credit ~~the~~Agreement, ~~2026~~The ~~annual~~Huntington ~~meeting~~National ofBank ~~shareholders~~as ~~and~~Syndication ~~until~~Agent ~~his~~and ~~successor~~JPMorgan isChase ~~duly~~Bank, ~~elected~~N. MrA. ~~Hughes~~as ~~was~~Administrative ~~unanimously appointed by the Board on February 11, 2026~~Agent. ~~The~~All ~~Board~~capitalized ~~has~~terms not ~~appointed~~otherwise ~~Mr.~~defined ~~Hughes~~herein toare ~~serve~~defined onin ~~any committees of~~ the ~~Board~~Credit Agreement.

~~Mr.~~On ~~Hughes~~March 4, ~~does~~2026, ~~not~~the ~~have~~Company, ~~any~~The ~~direct~~Huntington orNational ~~indirect~~Bank ~~material~~and ~~interest~~Bank inof ~~any~~America, ~~transaction~~N.A. ~~with~~as Co-Syndication Agents, JPMorgan Chase Bank, N.A. as Administrative Agent, and the ~~Company~~other ~~required~~lenders tonamed betherein ~~disclosed~~entered ~~pursuant~~into a First Amendment to ~~Item~~Credit ~~404~~Agreement (athe “Amendment”) ofto ~~Regulation~~amend ~~S-K~~the Credit Agreement. ~~There~~The isAmendment noprovides ~~arrangement~~for oran ~~understanding~~increase ~~between~~to Mrthe revolving loan from $150 million to $200 million, and for an additional $200 million term loan to finance the Company’s previously reported agreement to acquire the Japanese Barbecue Sauce brand, Bachan’s, Inc. ~~Hughes~~(the “Acquisition”), with the potential to expand the total credit availability by an additional $200 million based on consent of the Administrative Agent and any incremental lenders and certain other ~~person~~conditions. ~~pursuant~~The Amendment provides that the maturity date for the term loan for the Acquisition financing will be five years after the term loan is made, provided that the Amendment provides for a springing maturity date of March 6, 2029 if by December 6, 2028 the Facility Termination Date has not been extended to ~~which~~the hedate ~~was~~that ~~selected~~is five years after the term loan is made or later with an Aggregate Revolving Commitment equal to or greater than the outstanding principal balance of the term loan (as asuch ~~director~~capitalized terms are defined in the Amendment).

AsThe ~~with~~foregoing ~~each~~description of the ~~Company’s~~Amendment ~~other~~does ~~non-employee~~not ~~directors,~~purport ~~Mr.~~to ~~Hughes will~~ be ~~entitled~~complete toand ~~receive~~is anqualified ~~annual~~in ~~retainer~~its ofentirety ~~$75,000,~~by ~~payable~~reference ~~quarterly,~~to asthe ~~well~~full astext ~~a grant~~ of ~~restricted~~the ~~stock units with a grant date market value of approximately $135~~Amendment,~~000~~ towhich beis ~~awarded~~filed atas aExhibit ~~future~~10.1 ~~date,~~and ~~pursuant~~attached ~~to the Company’s standard non-employee director compensation program~~hereto.

AItem ~~press~~2.03 ~~release~~Creation ~~announcing the appointment~~ of ~~Mr.~~a ~~Hughes~~Direct isFinancial ~~attached~~Obligation ~~hereto~~or asan ~~Exhibit~~Obligation ~~99.1~~under ~~and~~an isOff-Balance ~~incorporated~~Sheet ~~herein~~Arrangement byof ~~reference.~~a Registrant

The information set forth under Item 81.01 ~~Other~~ ~~Events~~is hereby incorporated by reference into this Item 2.03.

~~On February 11, 2026, The Marzetti Company issued a press release announcing its third quarter fiscal 2026 dividend. The press release is attached hereto as Exhibit 99.~~2.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
	Exhibit Number	Description
	99.1	Press Release dated February 11, 2026
	99.2*	Press Release dated February 11, 2026
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	*	Furnished herewith

(d)

Exhibits.


Exhibit No.		Description

10.1*		First Amendment to Credit Agreement dated as of March 4, 2026 among The Marzetti Company, 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 party thereto.

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

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules or exhibits upon request of the U.S. Securities and Exchange Commission.

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

The Marzetti Company

(Registrant)

Date: March 9, 2026

By:

/s/ Thomas K. Pigott

Date:

February 11, 2026

By:

/s/ MATTHEW R. SHURTE

Thomas K. Pigott

Matthew R. Shurte

Vice President, Chief Financial Officer and Assistant Secretary

General Counsel and Secretary

(Principal Financial and Accounting Officer)

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