Marzetti boosts credit lines to fund Bachan’s deal

The Marzetti Company entered into a First Amendment to its Credit Agreement to expand borrowing capacity and fund a planned acquisition.

Rhea-AI Filing Summary

The Marzetti Company entered into a First Amendment to its Credit Agreement to expand borrowing capacity and fund a planned acquisition. The amendment increases the revolving loan commitment from $150 million to $200 million and adds a new $200 million term loan to finance the previously reported acquisition of the Japanese Barbecue Sauce brand Bachan’s, Inc.

The total credit availability may be expanded by an additional $200 million, subject to consent of the administrative agent, incremental lenders and other conditions. The term loan will mature five years after it is made, with a springing maturity of March 6, 2029 if certain extension conditions for the revolving facility are not satisfied by December 6, 2028.

Insights

Capital structure and credit facilities analyst

Marzetti secures larger revolving credit and new term loan to fund Bachan’s acquisition.

The Marzetti Company amended its syndicated Credit Agreement to lift the revolving credit limit from $150 million to $200 million and add a separate $200 million term loan tied to acquiring Bachan’s, Inc. This increases available committed financing and formalizes the capital structure supporting the transaction.

The amendment also permits up to an additional $200 million of incremental credit based on lender consent and conditions, which could further expand liquidity if utilized. The term loan has a five-year maturity from funding, but may instead mature on March 6, 2029 if the revolving facility termination date is not extended by December 6, 2028 with an Aggregate Revolving Commitment at least equal to the outstanding term loan.

This structure links the term loan’s final maturity to the status of the revolving facility, concentrating refinancing and extension decisions around those specified dates. Subsequent company filings may provide details on actual borrowing levels, pricing, and progress of the Bachan’s acquisition under this financing framework.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did The Marzetti Company (MZTI) make to its revolving credit facility?

The Marzetti Company increased its revolving loan commitment from $150 million to $200 million. This expansion under the First Amendment to its Credit Agreement raises available borrowing capacity for general corporate purposes alongside new acquisition-related financing.

How is The Marzetti Company (MZTI) financing the Bachan’s Japanese Barbecue Sauce acquisition?

The company added a new $200 million term loan under its amended Credit Agreement to finance its previously reported agreement to acquire the Japanese Barbecue Sauce brand Bachan’s, Inc. This term loan is dedicated to funding that specific acquisition transaction.

Can The Marzetti Company (MZTI) further increase its total credit availability under the amendment?

Yes. The amendment allows potential expansion of total credit availability by up to an additional $200 million. Any such increase would depend on consent from the Administrative Agent, participation by incremental lenders, and satisfaction of specified conditions in the amended agreement.

What is the maturity schedule for The Marzetti Company’s new acquisition term loan?

The term loan created to finance the Bachan’s acquisition will mature five years after the loan is made. However, it has a springing maturity of March 6, 2029 if certain extension conditions for the revolving facility are not met by December 6, 2028.

How are the revolving facility and term loan linked in The Marzetti Company’s credit amendment?

The amendment ties the term loan’s maturity to the revolving facility’s status. If by December 6, 2028 the Facility Termination Date is not extended beyond five years after the term loan is made with sufficient Aggregate Revolving Commitment, the term loan will instead mature on March 6, 2029.

Which banks are key parties in The Marzetti Company’s amended Credit Agreement?

The amended Credit Agreement lists The Huntington National Bank and Bank of America, N.A. as Co-Syndication Agents and JPMorgan Chase Bank, N.A. as Administrative Agent, along with other lenders party to the First Amendment dated March 4, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/09/2026 - 09:00 AM Learn about SEC filing dates

MARZETTI CO false 0000057515 0000057515 2026-03-04 2026-03-04

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): March 4, 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)		(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 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 Entry into a Material Definitive Agreement

As previously reported, The Marzetti Company (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) on March 6, 2024 with the lenders named in the Credit Agreement, The Huntington National Bank as Syndication Agent and JPMorgan Chase Bank, N.A. as Administrative Agent. All capitalized terms not otherwise defined herein are defined in the Credit Agreement.

On March 4, 2026, the 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 named therein entered into a First Amendment to Credit Agreement (the “Amendment”) to amend the Credit Agreement. The Amendment provides for an increase to the 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. (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 conditions. 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 the date that 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 such capitalized terms are defined in the Amendment).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 and attached hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

2

Item 9.01 Financial Statements and Exhibits.

(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.

3

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
Date: March 9, 2026				By:		/s/ Thomas K. Pigott
						Thomas K. Pigott
						Vice President, Chief Financial Officer and Assistant Secretary
						(Principal Financial and Accounting Officer)

4

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 771.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB