Marzetti (NASDAQ: MZTI) to acquire Bachan’s in $400 million deal

Rhea-AI Filing Summary

The Marzetti Company filed an 8-K describing quarterly news and a major acquisition. The company issued press releases on February 3, 2026 covering its results for the three and six months ended December 31, 2025 and details about a new deal.

Marzetti entered a definitive agreement on February 2, 2026 to acquire Bachan’s, Inc., a rapidly growing Japanese Barbecue Sauce brand known for authentic, clean-label products. The purchase price is $400 million, funded with cash on hand and additional financing. Closing is expected before the fiscal year end of June 30, 2026, subject to regulatory approvals and customary conditions.

Insights

Consumer packaged goods M&A analyst

Marzetti plans a $400M branded-sauce acquisition funded by cash and new financing.

The Marzetti Company has signed a definitive agreement to acquire Bachan’s, Inc. for $400 million. Bachan’s is described as a rapidly growing Japanese Barbecue Sauce brand with authentic, clean-label positioning, indicating an expansion of Marzetti’s premium sauce portfolio.

The consideration will be funded through cash on hand plus additional financing, which suggests a mix of existing liquidity and new borrowings or similar funding. The transaction is expected to close before Marzetti’s fiscal year end on June 30, 2026, contingent on required regulatory approvals and customary closing conditions.

Until closing, Bachan’s will remain separate, and actual financial contribution will depend on regulatory clearance and timely completion. Subsequent company communications after the targeted fiscal year end may provide more detail on integration progress and the acquisition’s financial impact once the deal is completed.

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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): February 2, 2026

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)			(I.R.S. 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

(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			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 (§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 2.02    Results of Operations and Financial Condition

On February 3, 2026, The Marzetti Company issued a press release announcing its results for the three and six months ended December 31, 2025. The press release is attached as Exhibit 99.1.

Item 8.01    Other Events

On February 2, 2026, The Marzetti Company entered into a definitive agreement to acquire Bachan’s, Inc., the rapidly growing Japanese Barbecue Sauce brand known for its authentic, clean-label products. The purchase price is $400 million, subject to customary adjustments, and The Marzetti Company intends to fund the acquisition with cash on hand and additional financing. The transaction is expected to close prior to our fiscal year end date of June 30, 2026, subject to the receipt of required regulatory approvals and other customary closing conditions.

The company included information about the acquisition in the press release furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits

(d)			Exhibits:
			Exhibit Number						Description
			99.1*						Press Release dated February 3, 2026
			99.2*						Press Release dated February 3, 2026
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
			*						Furnished herewith

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

(Registrant)

Date:

February 3, 2026

By:

/s/ THOMAS K. PIGOTT

Thomas K. Pigott

Vice President, Chief Financial Officer

and Assistant Secretary

(Principal Financial and Accounting Officer)

FAQ

What acquisition did The Marzetti Company (MZTI) announce in this 8-K?

The Marzetti Company announced a definitive agreement to acquire Bachan’s, Inc. for $400 million. Bachan’s is a rapidly growing Japanese Barbecue Sauce brand focused on authentic, clean-label products, expanding Marzetti’s presence in premium sauce categories.

How much is Marzetti (MZTI) paying to acquire Bachan’s, Inc.?

Marzetti agreed to purchase Bachan’s, Inc. for a total price of $400 million, subject to customary adjustments. This significant cash purchase highlights the company’s commitment to expanding in branded sauces and leveraging Bachan’s rapid growth and clean-label positioning.

How will The Marzetti Company (MZTI) fund the Bachan’s acquisition?

The Marzetti Company intends to fund the $400 million Bachan’s acquisition with a combination of cash on hand and additional financing. This approach blends existing liquidity with new capital sources to complete the transaction while preserving operational flexibility.

When is the Bachan’s acquisition expected to close for Marzetti (MZTI)?

The Bachan’s acquisition is expected to close before Marzetti’s fiscal year end on June 30, 2026. Completion remains subject to receiving required regulatory approvals and satisfying other customary closing conditions outlined in the definitive agreement.

What other information did Marzetti (MZTI) share alongside the acquisition announcement?

Alongside the acquisition news, Marzetti issued a press release with results for the three and six months ended December 31, 2025. It also furnished a separate press release providing additional information about the Bachan’s transaction as an exhibit.