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HRL Form 4/A: Ettinger's Option Award Corrected to 750,000 at $28.30

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Hormel Foods director and interim CEO Jeffrey M. Ettinger amended a previously reported stock option grant. The correction states the August 5, 2025 option award is for 750,000 common shares with an exercise price of $28.30 and no cash option price paid. The options vest in two equal installments on October 25, 2026 and April 25, 2027 and expire on August 5, 2035. The amendment explains an annual plan limit automatically capped the award at 750,000 shares; the excess previously reported (1,058,800 shares) will instead be expected as a separate option grant in early 2026.

Positive

  • Correction provides clarity on the actual number of options awarded (750,000), improving transparency of insider reporting
  • Vesting schedule and expiration dates disclosed, allowing investors to see timing of potential insider share realizations
  • Plan limit enforcement disclosed, indicating internal governance controls limited the award size

Negative

  • None.

Insights

TL;DR: Amendment clarifies award size and timing; cap due to plan limits, with remaining value expected as a later grant.

The Form 4/A corrects the August 5, 2025 disclosure for Jeffrey Ettinger, specifying a capped award of 750,000 stock options at a $28.30 exercise price. The filing is administrative and clarifies that the originally reported larger share count was reduced by an annual participation limit under the 2018 Incentive Compensation Plan. Vesting schedule and expiration are restated, and the filer notes the difference will be delivered as a separate grant in early 2026. For reviewers, this is a corrective disclosure rather than a change in compensation policy.

TL;DR: Governance impact is limited—document corrects award sizing due to plan limits and preserves intended compensation value via a future grant.

The amendment documents that the grant was capped by an annual individual participation limit, a plan-level governance control. The filing preserves transparency by disclosing vesting dates, expiration, and that the shortfall will be granted later. This maintains compliance with Section 16 reporting requirements and clarifies potential dilution timelines without introducing new governance concerns in the document itself.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ETTINGER JEFFREY M

(Last) (First) (Middle)
1 HORMEL PLACE

(Street)
AUSTIN MN 55912

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HORMEL FOODS CORP /DE/ [ HRL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Interim CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/07/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $28.3 08/05/2025 A 750,000(1)(2)(3) (4) 08/05/2035 Common Stock 750,000 $0 750,000 D
Explanation of Responses:
1. This Form 4/A is filed to correct the description of the stock option grant made to the Reporting Person on August 5, 2025 (the "August Stock Option Grant") and reported on a Form 4 filed August 7, 2025 (the "Original Form 4").
2. The Original Form 4 reported in Table Two, Columns Five and Seven, that the August Stock Option Grant represented a right to purchase up to 1,058,800 shares of Issuer Common Stock. As reflected on this Form 4/A, the number of shares of Issuer Common Stock subject to the August Stock Option Grant was automatically capped at 750,000 shares by operation of an annual individual participation limit in the Hormel Foods Corporation 2018 Incentive Compensation Plan.
3. The difference in value between the August Stock Option Grant reported on the Original Form 4 and this Form 4/A is expected to be granted to the Reporting Person as a stock option grant in early calendar year 2026.
4. As reported on the Original Form 4, the option vests in two equal installments, with the first group vesting on October 25, 2026, and the second group vesting on April 25, 2027.
/s/ Benjamin S. Borden, Attorney-In-Fact 09/11/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Jeffrey M. Ettinger amend on the Form 4/A for HRL?

The amendment corrects the August 5, 2025 stock option grant to state it is capped at 750,000 options at an exercise price of $28.30 and discloses vesting and expiration dates.

Why was the number of options reduced to 750,000 in the Form 4/A?

The reduction was due to an annual individual participation limit under the Hormel Foods Corporation 2018 Incentive Compensation Plan, which automatically capped the award.

What are the vesting and expiration terms of the corrected option grant?

The options vest in two equal installments on October 25, 2026 and April 25, 2027, and expire on August 5, 2035.

Will the value not included in the capped award be delivered to Ettinger?

Yes. The filing states the difference in value is expected to be granted to the reporting person as a stock option grant in early calendar year 2026.

What was the originally reported number of shares on the Original Form 4?

The Original Form 4 reported 1,058,800 shares as the underlying amount before the automatic cap was applied.
Hormel Foods Corp

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