[8-K] John B. Sanfilippo & SON Reports Material Event

Rhea-AI Filing Summary

Equitable Holdings, Inc. (EQH) filed a Form 144 disclosing a proposed insider sale under Rule 144.

• Seller & broker: Mark Pearson (per past-sale table) intends to sell 30,000 common shares through Morgan Stanley Smith Barney LLC.
• Market value: At the reference price, the shares are valued at $1,602,300.
• Sale timing & venue: Target date 07/15/2025; shares to be sold on the NYSE.
• Outstanding shares: 303,895,221; the proposed sale equals roughly 0.01 % of shares outstanding.
• Prior activity: The same account executed four 10b5-1 sales over the last three months, totaling 60,000 shares for gross proceeds of ≈ $3.18 million.
• Source of shares: 20,000 shares were acquired via option exercise on 07/15/2025; 10,000 via RSUs on 02/14/2022.

No additional financial metrics, earnings data, or business updates were provided; the filing is limited to disclosure of planned insider transactions.

Positive

• Transparent 10b5-1 plan indicates the sale is pre-scheduled, reducing concerns of opportunistic trading.

Negative

• Continued insider selling (90 k shares in 3 months) may signal limited confidence and could pressure near-term sentiment.

Insights

Insider Transactions Analyst

TL;DR: Routine-size insider sale (0.01 % float); modest negative sentiment, immaterial fundamental impact.

The Form 144 reveals a forthcoming 30 k-share sale worth ~$1.6 M, following 60 k shares already sold in the prior quarter. While serial selling can raise eyebrows, the cumulative 90 k shares represent just 0.03 % of EQH’s 303.9 M shares outstanding, limiting dilution or supply risk. Use of a 10b5-1 plan and transparent Rule 144 notice suggest pre-planned diversification rather than reactive selling. Absent any new adverse operational data, I view the filing as neutral to slightly negative: it may pressure sentiment but is unlikely to shift valuation multiples.

Portfolio Manager

TL;DR: Insider cashes out $1.6 M; scale too small to alter portfolio stance.

From an allocation viewpoint, a 30 k-share dump on a >300 M-share base is noise. Liquidity on NYSE should absorb it without affecting spreads. Nonetheless, repeated insider selling can weigh on perception of forward prospects, especially lacking offsetting insider buys. Investors may monitor if additional Form 144s surface. I assign minimal fundamental impact but note a marginal uptick in sentiment risk.

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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): July 15, 2025 (July 15, 2025)

JOHN B. SANFILIPPO & SON, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			0-19681	36-2419677
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1703 N. RANDALL ROAD
Elgin, Illinois				60123-7820
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (847) 289-1800

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, $.01 par value per share		JBSS		The Nasdaq Stock Market LLC

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 8.01 Other Events.

On July 15, 2025, John B. Sanfilippo & Son, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared a special cash dividend (the “Special Dividend”) of $0.60 per share on all issued and outstanding shares of Common Stock and Class A Common Stock of the Company and an annual cash dividend of $0.90 per share on all issued and outstanding shares of Common Stock and Class A Common Stock of the Company (the “Annual Dividend”). The Special Dividend and Annual Dividend will be paid on September 11, 2025 to stockholders of record as of the close of business on August 19, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibits furnished herewith are listed in the Exhibit Index of this Current Report on Form 8-K.

EXHIBIT INDEX

Exhibits	Description
99.1	Press Release dated July 15, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			JOHN B. SANFILIPPO & SON, INC.
	July 15, 2025	By:	/s/ Frank S. Pellegrino
			Frank S. Pellegrino Chief Financial Officer, Executive Vice President, Finance and Administration

FAQ

How many Equitable Holdings (EQH) shares are proposed for sale in the Form 144?

The filing covers 30,000 common shares.

What is the estimated market value of the EQH shares to be sold?

The aggregate market value is $1,602,300.

When is the planned sale date for the EQH Form 144 transaction?

The approximate sale date disclosed is 07/15/2025.

What percentage of EQH’s outstanding shares does this sale represent?

About 0.01 % of the 303,895,221 shares outstanding.

How many shares has the filer sold in the past three months?

Past 10b5-1 sales total 60,000 shares with gross proceeds of roughly $3.18 million.

Which broker will handle the proposed EQH share sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services division.