LANC Lancaster Colony Corp - 8-K

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