GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

6 Months Ended

Nov. 23, 2025

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first half of fiscal 2026 was as follows:

	Grocery & Snacks		Refrigerated & Frozen 1		International		Foodservice		Total
Balance as of May 25, 2025	$	4,663.1	$	4,916.6	$	202.1	$	720.1	$	10,501.9
Currency translation		—		—		(1.2)		—		(1.2)
Impairment		—		(771.3)		—		—		(771.3)
Balance as of November 23, 2025	$	4,663.1	$	4,145.3	$	200.9	$	720.1	$	9,729.4

¹ The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both November 23, 2025 and May 25, 2025 were net of accumulated impairment losses of $1.44 billion and $668.2 million, respectively. See Note 9, “Goodwill and Other Identifiable Intangible Assets”, to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025 for further information.

Other identifiable intangible assets were as follows:

	November 23, 2025				May 25, 2025
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-amortizing intangible assets
Brands and trademarks	$	1,603.6	$	—	$	1,800.5	$	—
Amortizing intangible assets
Customer relationships and intellectual property		1,215.2		616.5		1,215.9		595.3
	$	2,818.8	$	616.5	$	3,016.4	$	595.3

Second Quarter 2026 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing

During the second quarter of fiscal 2026, we identified triggering events requiring an interim goodwill impairment assessment of certain reporting units and certain other assets within those reporting units, including indefinite lived intangibles (brand names and trademarks), due to a sustained decline in market capitalization and stock price. As a result, during the second quarter we performed an interim quantitative impairment test over the Refrigerated & Frozen and Foodservice reporting units and the Birds Eye^®, Earth Balance^®, and Smart Balance^® brand names.

The fair value of our reporting units is typically estimated using a discounted cash flow method and, in certain circumstances, we also use a guideline public company method. The fair value of our indefinite lived intangibles is determined using the “relief from royalty” methodology. Both the “relief from royalty” methodology and the discounted cash flow method require us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. The guideline public company method is based on our actual and estimated EBITDA and considers public companies that are comparable to our reporting units. When determining future cash flow estimates, we consider historical results, adjusted to reflect current and anticipated operating conditions. Under our discounted cash flow method, we estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends). Estimating the fair value of individual reporting units and our indefinite-lived intangible assets requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for selected EBITDA multiples, future cash flows, discount rates, royalty rates, or terminal growth rates could produce substantially different estimates of the fair value.

We completed a quantitative impairment test for the Refrigerated & Frozen and Foodservice reporting units with the assistance of a third-party valuation specialist using both a discounted cash flow method and a guideline public company method. As a result of our impairment tests, we recognized non-cash goodwill impairment charges of $771.3 million in the Refrigerated & Frozen reporting unit within Goodwill impairment charges. The goodwill impairment was primarily driven by a 150-basis point increase in the discount rate

reflecting heightened macroeconomic uncertainty and weakened consumer sentiment, lower market multiples in our industry as of our testing date, and a downward revision to our projected sales and profit margins for this specific reporting unit. After this impairment, the goodwill carrying amount of our Refrigerated & Frozen reporting unit is approximately $4.1 billion.

In addition, we recognized impairment charges within Other intangible asset impairment charges of $180.0 million related to our Birds Eye^® brand name and $17.0 million related to our spreads businesses (Earth Balance^® and Smart Balance^®), both of which were primarily included in our Refrigerated and Frozen segment. The other intangible asset impairments were primarily driven by the increase in the discount rate. In addition, Birds Eye^® was negatively impacted by lower than expected profit margins which resulted in a reduction to our assumed royalty rate.

The Refrigerated & Frozen reporting unit was written down to fair value, resulting in zero excess fair value over carrying amount, and, as a result, will have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. All other reporting units had more than 20% excess fair value over carrying amount. We will continue to monitor the impact of any significant changes in consumer purchasing behaviors, input cost inflation, and other macroeconomic conditions that could change certain assumptions and result in future impairments.

2025 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing

During the second quarter of fiscal 2025, we reorganized our reporting units in the Refrigerated & Frozen and Grocery & Snacks segments. This required us to reassign assets and liabilities between the reporting units, assess whether there were indicators of impairment for the impacted reporting units, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks). The fair value of our reporting units was estimated using a discounted cash flow method. The fair value of our indefinite-lived intangibles was determined using the “relief from royalty” methodology. As a result of our impairment tests, in the second quarter of fiscal 2025, we recognized impairment charges within Other intangible asset impairment charges of $18.9 million in our Grocery & Snacks and Refrigerated & Frozen segments for certain brands that continued to have lower than expected sales and profit margins. There were no impairments to goodwill.

Definite-Lived Intangible Assets

Amortizing intangible assets carry a remaining weighted average life of approximately 16 years. Amortization expense was $10.8 million and $21.6 million for the second quarter and first half of fiscal 2026, respectively, and $13.5 million and $26.9 million for the second quarter and first half of fiscal 2025, respectively. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of November 23, 2025, amortization expense is estimated to average $40.5 million for each of the next five years.