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): ~~December~~February 413, ~~2023~~2024

Sovos Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40837	81-5119352
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

168 Centennial Parkway, Suite 200 Louisville, CO		80027
(Address of principal executive offices)		(Zip Code)

(720) 316-1225

(Registrant’s telephone number, including area code)

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(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SOVO		The Nasdaq Stock Market LLC (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 (§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 57.0201.Regulation ~~Departure~~FD ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Disclosure

As previously disclosed, on August 7, 2023, Sovos Brands, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Campbell Soup Company, a New Jersey corporation (“Campbell”), and Premium Products Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Campbell (“Merger Sub”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving as a wholly owned subsidiary of Campbell. As previously disclosed, on October 23, 2023, the Company and Campbell each received a request for additional information (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the transactions contemplated by the Merger Agreement.

On ~~December~~February 513, ~~2023~~2024, ~~Sovos~~the ~~Brands,~~Company ~~Inc.~~and ~~(the~~Campbell ~~“Company”)~~issued ~~announced~~a ~~the~~joint ~~promotion~~press ofrelease E.announcing ~~Yuri~~that ~~Hermida,~~both ~~age~~companies ~~50,~~have tocertified ~~President~~substantial ~~effective~~compliance ~~December~~with ~~11,~~the ~~2023.~~Second MrRequest. ~~Hermida~~A ~~has~~copy ~~served~~of as the ~~Company’s~~joint ~~Chief~~press ~~Growth~~release ~~Officer~~is ~~since~~furnished heas ~~joined~~Exhibit ~~the~~99.1 ~~Company in October 2022~~hereto.

~~Prior~~The tocertification ~~joining~~of ~~the~~substantial ~~Company,~~compliance ~~Mr.~~triggers ~~Hermida~~the ~~served~~start asof ana ~~executive~~30-day ~~vice~~waiting ~~president~~period ofwhich ~~Reckitt~~is ~~Benckiser~~expected ~~from~~to ~~September~~expire ~~2020~~on toMarch ~~September~~11, ~~2022~~2024, ~~overseeing~~after which the ~~North~~Merger ~~American~~can ~~hygiene~~be ~~business~~consummated. ~~and~~Subject ~~served~~to as the ~~regional~~satisfaction ~~director~~or ~~for~~waiver ~~Central~~of ~~Eastern~~customary ~~Europe~~closing ~~from~~conditions ~~January~~set ~~2019~~forth toin ~~August~~the ~~2020.~~Merger ~~Prior to January 2019~~Agreement, ~~Mr.~~the ~~Hermida~~Company ~~held various positions at Procter~~ and ~~Gamble~~Campbell ~~from~~expect ~~August 1996~~ to ~~October~~complete ~~2018, including country manager for~~ the ~~Malaysia~~transaction ~~and~~within ~~Singapore~~days ~~region, general manager~~ of ~~Baby Care for~~ the ~~Greater~~March ~~China region~~11, ~~and~~2024 ~~vice~~expiration ~~president of Feminine and Baby Care for North America~~date. ~~He earned his B.A. in industrial engineering from ITESM University in Mexico City.~~

~~Mr.~~The ~~Hermida~~information ~~will~~provided ~~continue~~under tothis ~~participate~~Item in7.01 ~~the~~of ~~Company’s~~this ~~Annual~~Current ~~Incentive~~Report ~~Plan,~~on ~~2021~~Form ~~Equity~~8-K ~~Incentive~~is ~~Plan~~being ~~and~~furnished ~~Amended~~ and ~~Restated~~shall ~~2023~~not ~~Severance~~be ~~Plan~~deemed “filed” for ~~Executives,~~the ~~and,~~purposes inof ~~connection~~Section ~~with~~18 ~~his~~of ~~promotion,~~the ~~received~~Securities 4Exchange Act of 1934,~~562~~ ~~restricted~~as ~~stock~~amended ~~units~~(the “Exchange Act”), ~~with~~or ~~terms~~otherwise ~~consistent~~subject ~~with~~to the ~~Company’s~~liabilities ~~annual~~of ~~restricted~~that ~~stock~~section, ~~unit~~nor ~~award~~shall ~~previously~~it ~~granted~~be todeemed ~~Mr.~~incorporated ~~Hermida. Mr.~~by ~~Hermida~~reference isin ~~also~~any ~~party~~filing tounder anthe ~~Executive~~Securities ~~Officer~~Act ~~and~~of ~~Director~~1933, ~~Indemnification~~as ~~Agreement~~amended ~~with~~ (the ~~Company~~“Securities Act”), ~~consistent~~or ~~with~~ the ~~Company’s~~Exchange ~~form~~Act ~~agreement~~except as shall be expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K regarding the proposed transaction, including any statements regarding the expected timetable for completing the proposed transaction, and any other statements regarding future expectations or future events or outcomes that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

All forward-looking information is subject to numerous risks and uncertainties, many of which are beyond the control of the Company or Campbell, that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the diversion of management time on transaction-related issues; and the risk that the transaction and its announcement could have an adverse effect on the Company’s ability to retain customers and retain and hire key personnel. Additional information concerning these and other risk factors can be found in the Company’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including the Company’s Definitive Proxy Statement relating to the proposed transaction filed on September 13, 2023, the Company’s Definitive Additional Materials filed on October 10, 2023, the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive.

~~Item~~Forward-looking 7statements represent managements’ beliefs and assumptions only as of the date of this communication.~~01.Regulation~~ FDThe ~~Disclosure~~Company disclaims any obligation to update forward-looking statements except as required by law.

~~On December 5, 2023, the Company announced in a press release the promotion of E. Yuri Hermida to President. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.~~

The information provided under this Item 7.01, including the accompanying press release, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Joint Press Release of Sovos Brands, Inc. and Campbell Soup Company dated February 13, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


Exhibit No.			Description of Exhibit
99.1			Press Release of Sovos Brands, Inc. dated December 5, 2023.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereto duly authorized.

	SOVOS BRANDS, INC.


	By:	/s/ Isobel A. Jones
	Name:	Isobel A. Jones
	Title:	Secretary


Date: December 5, 2023
Date: February 13, 2024

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