Marzetti (Nasdaq: MZTI) keeps $1.00 dividend, adds Greg Hughes to board

Rhea-AI Filing Summary

The Marzetti Company appointed Greg Hughes, President and CEO of Suntory Global Spirits, to its Board of Directors as a Class I director, serving until the 2026 annual meeting. He will receive a $75,000 annual cash retainer and restricted stock units valued at about $135,000.

The Board also declared a quarterly cash dividend of $1.00 per common share, payable March 31, 2026 to shareholders of record on March 6, 2026. This maintains the higher level set three months earlier and supports an indicated annual payout of $3.95 per share, up from $3.75 in fiscal 2025, marking 63 consecutive years of increased regular cash dividends and the 251st straight quarterly dividend, with about 27,423,000 common shares outstanding.

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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 11, 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 11, 2026, The Marzetti Company (the “Company”) announced the appointment of Greg Hughes to the Company’s Board of Directors (the “Board”) as a Class I director, effective immediately, to serve until the 2026 annual meeting of shareholders and until his successor is duly elected. Mr. Hughes was unanimously appointed by the Board on February 11, 2026. The Board has not appointed Mr. Hughes to serve on any committees of the Board.

Mr. Hughes does not have any direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Hughes and any other person pursuant to which he was selected as a director.

As with each of the Company’s other non-employee directors, Mr. Hughes will be entitled to receive an annual retainer of $75,000, payable quarterly, as well as a grant of restricted stock units with a grant date market value of approximately $135,000 to be awarded at a future date, pursuant to the Company’s standard non-employee director compensation program.

A press release announcing the appointment of Mr. Hughes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01    Other Events

On February 11, 2026, The Marzetti Company issued a press release announcing its third quarter fiscal 2026 dividend. The press release is attached hereto as Exhibit 99.2.

Item 9.01    Financial Statements and Exhibits

(d)			Exhibits:
			Exhibit Number						Description
			99.1						Press Release dated February 11, 2026
			99.2*						Press Release dated February 11, 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 11, 2026

By:

/s/ MATTHEW R. SHURTE

Matthew R. Shurte

General Counsel and Secretary

FOR IMMEDIATE RELEASE February 11, 2026 The Marzetti Company Appoints Greg Hughes to Board of Directors WESTERVILLE, Ohio – The Marzetti Company (Nasdaq: MZTI) announced today that Greg Hughes has been appointed to the Company’s Board of Directors. Mr. Hughes is President and Chief Executive Officer of Suntory Global Spirits, a role he has held since 2023. He joined the company in 2015 and prior to being named President and CEO, he held roles as Chief Growth and Brands Officer, President of North America, and General Manager of North America. He previously held leadership roles with Kraft and Bel Brands. “We are thrilled to welcome Greg to the Marzetti Board,” said Alan Harris, Chairman. “His experience leading food and beverage companies will be a tremendous asset to the organization. He has a deep understanding of marketing, brand development and operational excellence, which will benefit the Board and Management as The Marzetti Company continues to execute its growth strategy.” Mr. Hughes earned his Bachelor of Arts from The University of Kansas and his MBA from Northwestern University Kellogg School of Management. About The Marzetti Company: The Marzetti Company manufactures and sells specialty food products. Our retail brands include Marzetti® dressings and dips, New York Bakery™ garlic breads, and Sister Schubert’s® dinner rolls, in addition to exclusive license agreements for Olive Garden® dressings, Chick-fil-A® sauces and dressings, Buffalo Wild Wings® sauces, Arby’s® sauces, Subway® sauces, and Texas Roadhouse® steak sauces and frozen rolls. Our foodservice business supplies sauces, dressings, breads, and pasta to many of the top restaurant chains in the United States. Exhibit 99.1

At Marzetti, our mission is to make every meal better through high-quality, flavorful food. Led by our purpose, to nourish growth with all that we do, our 3,700 team members are dedicated to creating great tasting food and cultivating deep and lasting relationships. To learn more, please visit www.marzetticompany.com. # # # Media Contact: Alysa Spittle alysa.spittle@marzetti.com Investor Contact: Dale Ganobsik dale.ganobsik@marzetti.com

380 Polaris Parkway, Suite 400 Westerville, Ohio 43082 FOR IMMEDIATE RELEASE SYMBOL: MZTI February 11, 2026 TRADED: Nasdaq THE MARZETTI COMPANY CONTINUES HIGHER CASH DIVIDEND WESTERVILLE, Ohio, February 11 – The Marzetti Company (Nasdaq: MZTI) announced today that its Board of Directors has declared a quarterly cash dividend of $1.00 per common share, payable March 31, 2026 to shareholders of record on March 6, 2026. The quarterly cash dividend amount of $1.00 per share maintains the higher level set three months ago, which marked the company’s 63rd consecutive year of increased regular cash dividends. The Marzetti Company is one of only 12 U.S. companies with 63 straight years of regular cash dividend increases. CEO David A. Ciesinski said, “The dividend reflects the company’s continued strong financial position and will be the 251st consecutive quarterly cash dividend paid by the company since September 1963.” He noted that the indicated annual payout for the current fiscal year ending June 30, 2026 is $3.95 per share, up from the $3.75 per share paid in fiscal 2025. Common shares currently outstanding are approximately 27,423,000. Forward-Looking Statements We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope,” “indicated” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in the forward-looking statements. MORE . . . Exhibit 99.2

PAGE 2 / THE MARZETTI COMPANY CONTINUES HIGHER CASH DIVIDEND Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include: • changes in our cash flow or use of cash in various business activities; and • risks related to other factors described under “Risk Factors” in other reports and statements filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at www.sec.gov). Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations. ##### FOR FURTHER INFORMATION: Dale N. Ganobsik Vice President, Corporate Finance and Investor Relations The Marzetti Company Phone: 614/224-7141 Email: ir@marzetti.com

FAQ

What dividend did The Marzetti Company (MZTI) declare for its third quarter fiscal 2026?

The Marzetti Company declared a quarterly cash dividend of $1.00 per common share. It will be paid on March 31, 2026 to shareholders of record on March 6, 2026, continuing the company’s long-standing pattern of regular cash dividends.

How does Marzetti’s indicated annual dividend for fiscal 2026 compare to fiscal 2025?

Marzetti’s indicated annual dividend for fiscal 2026 is $3.95 per share, compared with $3.75 per share paid in fiscal 2025. This reflects the higher quarterly rate of $1.00 per share maintained for the current fiscal year.

What is notable about The Marzetti Company’s dividend history (MZTI)?

The Marzetti Company has increased its regular cash dividend for 63 consecutive years and will pay its 251st consecutive quarterly cash dividend. It is described as one of only 12 U.S. companies with such a 63-year streak of regular dividend increases.

Who is Greg Hughes and what role will he have at The Marzetti Company (MZTI)?

Greg Hughes is the President and CEO of Suntory Global Spirits. He has been appointed as a Class I director on The Marzetti Company’s Board, effective immediately, serving until the 2026 annual meeting of shareholders and until his successor is duly elected.

What compensation will Greg Hughes receive as a Marzetti non-employee director?

As a non-employee director, Greg Hughes will receive an annual cash retainer of $75,000, payable quarterly. He will also receive a grant of restricted stock units with a grant date market value of approximately $135,000, under Marzetti’s standard non-employee director compensation program.

How many Marzetti (MZTI) common shares are currently outstanding according to the filing?

The company reports that common shares currently outstanding are approximately 27,423,000. This figure provides context for the scale of its quarterly $1.00 per share dividend and the indicated annual payout of $3.95 per share in fiscal 2026.

What did Marzetti’s CEO say about the latest dividend declaration?

CEO David A. Ciesinski stated that the dividend reflects the company’s continued strong financial position and noted it will be the 251st consecutive quarterly cash dividend since September 1963, underscoring the company’s long history of consistent shareholder payouts.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 3.4 KB
• EX-99.2 EX-99.2 4.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB