10-K – 2026-03-24 – smf-20251228.htm

The carrying amounts of cash and cash equivalents, accounts receivable, notes payable and accounts payable approximate their fair values because of the relatively short-term maturity of these instruments.
Concentrations of Credit Risk
Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, accounts and notes receivable and derivatives. We may be exposed to losses in the event of nonperformance by our banks, customers, brokers or other counterparties.
We have significant concentrations of credit risk associated with our cash and cash equivalents. However, our cash and cash equivalents are held by numerous major financial institutions that maintain certain minimum investment grade credit ratings.
Concentrations of credit risk with respect to accounts and notes receivable are limited due to our large number of customers. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. As of December 28, 2025, we had accounts and notes receivable from Murphy Family Farms and VisionAg totaling $ 218 million and $ 47 million, respectively. A portion of these balances are secured by the breeding stock and inventories owned by Murphy Family Farms and VisionAg. We have an agreement to purchase 3.2  million and 600,000 market hogs annually from Murphy Family Farms and VisionAg, respectively, which further mitigates our exposure to potential credit risk.
Additionally, as of December 28, 2025, 11 % of our accounts receivable balance was due from Walmart. No other single customer or customer group represented 10% or greater of our accounts receivable.
Our derivative counterparties primarily consist of financial institutions that are investment grade. A portion of our financial instruments are exchange traded derivative contracts held with brokers and counterparties with whom we maintain margin accounts that are settled on a daily basis, thereby limiting our credit exposure to non-exchange traded derivatives. Determination of the credit quality of our counterparties is based upon a number of factors, including credit ratings and our evaluation of their financial condition. As of December 28, 2025, our gross credit exposure on non-exchange traded derivative contracts was immaterial. After taking into account the effect of netting arrangements, we had no credit exposure on non-exchange traded derivative contracts.

NOTE 18: RELATED PARTY TRANSACTIONS
The following tables present balances due from and to related parties and amounts of related party transactions: 

December 28,
2025 December 29,
2024
(in millions)

Due from related parties:
Accounts receivable, net (1)
$ 235   $ 61  

Prepaid expenses and other current assets (2)
56   12  

Other assets (2)
26   $ 34  
Total $ 316   $ 106  

Due to related parties (3)
$ 10   $ 7  

________________
(1)     Primarily represents amounts due from Murphy Family Farms and VisionAg as of December 28, 2025 for the sale of livestock feed as well as amounts due from subsidiaries of WH Group as of December 28, 2025 and December 29, 2024 primarily for the sale of fresh pork offal products.
(2)     Primarily represents notes receivable from Murphy Family Farms and VisionAg related to the sale of breeding stock and related assets.
(3)     Primarily represents amounts due to Murphy Family Farms, VisionAg, Morliny Foods and other equity method investees for the purchase of raw materials and inventories, which are classified in accounts payable.
139

Fiscal Year
2025 2024 2023
(in millions)
Receipts from related parties:
Sales to Murphy Family Farms and VisionAg (1)
$ 810   $ 39   $ —  
Sales to subsidiaries of WH Group (2)
318   388   487  
Other (3)
6   20   14  
Total $ 1,134   $ 447   $ 501  

Payments to related parties:
Purchases from Murphy Family Farms and VisionAg (4)
$ 728   $ —   $ —  
Payments of dividends (5)
359   494   350  
Purchases from other equity method investees (6)
146   146   0 176  
Purchases from subsidiaries of WH Group (7)
45   15   5  
Capital contributions to equity method investees 7   8   7  
Other —   1   2  
Total $ 1,285   $ 664   $ 540  

________________
(1) Primarily consists of sales of livestock feed, commercial hog inventories , transportation services and other ancillary goods and services.
(2) Primarily consists of sales of fresh pork offal products.
(3) Primarily consists of dividends from and sales to certain biogas and other equity method investments.
(4) Primarily consists of purchases of hog inventories.
(5) Consists of payments of dividends to our controlling parent.
(6) Primarily consists of purchases of raw materials used in our hog production operations and cold storage.
(7) Primarily consists of purchases of certain products from Morliny Foods.

NOTE 19: REGULATION AND CONTINGENCIES
Like other participants in our industry, we are subject to various laws and regulations administered by federal, state and other government entities, including the U.S. Environmental Protection Agency and corresponding state agencies, as well as the USDA, the Grain Inspection, Packers and Stockyard Administration, the U.S. Food and Drug Administration, the U.S. Occupational Safety and Health Administration, the Commodity Futures Trading Commission and similar agencies in foreign countries.
We, from time-to-time, receive notices and inquiries from regulatory authorities and others asserting that we are not in compliance with such laws and regulations. In some instances, litigation ensues. In addition, individuals may initiate litigation against us.
As of December 28, 2025 and December 29, 2024, we had contingent liabilities totaling $ 149 million and $ 141 million, respectively, in accrued expenses and other current liabilities on the consolidated balance sheets related to litigation matters, including those described below. We recorded charges totaling $ 80  million, $ 5 million, and $ 213 million in fiscal years 2025, 2024, and 2023, respectively, for litigation matters, including those described below, in SG&A in the consolidated statements of income. These matters will not affect our profits or losses in future periods unless our accruals prove to be insufficient or excessive. It is reasonably possible that a change in our estimates may occur in the near term and that our accruals could be insufficient. We are unable to estimate the amount of possible loss in excess of our accruals, which could be material. Additionally, legal expenses incurred in our and our subsidiaries’ defense of these claims and any payments made to plaintiffs through unfavorable verdicts or otherwise could negatively impact our cash flows and our liquidity position.

140

Antitrust Price-Fixing Litigation
The Company has been named as one of 16 defendants in a series of class actions filed in 2018 in the U.S. District Court for the District of Minnesota alleging antitrust violations in the pork industry. The class cases were filed by three different groups of plaintiffs. In all of these cases, the plaintiffs alleged that starting in 2009 and continuing through at least June of 2018, the defendant pork producers agreed to reduce the supply of hogs in the U.S. in order to raise the price of hogs and all pork products. The plaintiffs in all of these cases also challenged the defendant pork producers’ use of benchmarking reports from defendant Agri Stats, Inc., alleging that the reports allowed the pork producers to share proprietary information and monitor each producer’s compliance with the supposed agreement to reduce supply. Payments in the aggregate amount of $ 194  million were made by us to settle all class claims.
In addition to the class actions, the Company has been named as a defendant in similar antitrust lawsuits and related claims brought by a number of individual parties who opted out of the classes. The plaintiffs in the non-class cases assert the same or similar antitrust claims as the plaintiffs in the class actions. The Company has entered into negotiations with many of these claimants and has settled certain of these cases. Currently, 14 of these cases are pending against the Company.
The Attorneys General for the states of New Mexico and Alaska and the Commonwealth of Puerto Rico have filed similar complaints on behalf of their respective states, territories, agencies and citizens. The Company has settled all of these cases. In July 2025, the Company received a civil investigative demand from the Attorney General for the state of Washington seeking information related to this antitrust litigation. The Company intends to vigorously defend against the remaining claims.
Antitrust Wage-Fixing Litigation
On November 11, 2022, Smithfield Foods, Inc. and our wholly-owned subsidiary, Smithfield Packaged Meats Corp., were named as two of the numerous defendants in a purported class action complaint filed in the U.S. District Court for the District of Colorado alleging wage-fixing violations in the red meat industry. The plaintiffs allege that the defendants, most of whom operate beef or pork processing plants, conspired to suppress wages paid to plant workers in the U.S. in violation of the antitrust laws. The plaintiffs sought damages on behalf of all employees of defendants and their subsidiaries from January 1, 2014, to the present. The plaintiffs also sought treble damages and attorneys’ fees. The defendants filed motions to dismiss the complaint, which were largely denied by the court on September 27, 2023. The plaintiffs subsequently amended their complaint adding additional defendants, including our wholly-owned subsidiary, Murphy-Brown of Missouri, LLC (which has been dismissed voluntarily), and expanding the class period back to 2000.
On April 5, 2024, the non-settled defendants moved to dismiss the amended complaint. On March 26, 2025, the court granted in part defendants’ motion to dismiss the amended complaint and held that certain of plaintiffs’ new allegations are barred by the statute of limitations. We filed our answers to the amended complaint on May 9, 2025. The parties have commenced discovery and all defendants other than the Smithfield defendants have now settled. We intend to vigorously defend against these claims.
Maxwell Foods Litigation
On August 13, 2020, Maxwell Foods, LLC (“Maxwell”) filed a complaint against Smithfield Foods, Inc. in the General Court of Justice, Superior Court Division for Wayne County, North Carolina. The complaint alleged that Smithfield breached the Production Sales Agreement (“PSA”) between the parties (as well as the duty of good faith and fair dealing): (1) by failing to provide Maxwell with the same pricing as other major hog suppliers in violation of a purported “Most-Favored-Nation Provision” found in a December 6, 1994 letter to Maxwell, (2) by failing to comply with an implicit duty to negotiate the PSA to provide alternative pricing to Maxwell when the Iowa-Southern Minnesota market allegedly ceased to be viable; and (3) by failing to purchase Maxwell’s entire output of hogs since April 2020.
Smithfield filed a notice of removal to the U.S. District Court of the Eastern District of North Carolina. Smithfield also filed a motion to dismiss several of Maxwell’s claims. On February 22, 2021, the U.S. District Court granted
141

Maxwell’s motion to remand the case to the Superior Court of Wayne County and left Smithfield’s partial motion to dismiss the complaint for consideration by the state court in Wayne County.
On March 1, 2021, Maxwell filed an amended complaint, which added a claim under the North Carolina Unfair and Deceptive Trade Practices Act (“UDTPA”). Smithfield filed a notice of designation seeking assignment of the case to the North Carolina Business Court. Maxwell objected to such designation, and on April 13, 2021 the Business Court overruled Maxwell’s objection.
The Business Court also dismissed two of Maxwell’s claims: the implied duty to negotiate claim and the UDTPA claim. Maxwell subsequently filed another amended complaint adding a fraudulent concealment claim and a new breach of contract claim, as well as a request for punitive damages. The court dismissed the fraudulent concealment claim and the request for punitive damages. The three remaining claims, all for breach of contract, are: (1) the claim under the “Most-Favored-Nation Provision,” (2) the claim that Smithfield failed to purchase Maxwell’s entire output of hogs since April 2020, and (3) the claim that from time to time, Smithfield would calculate Maxwell’s payment for a delivery of hogs using an average of the preceding week’s weight rather than the actual weights of the hogs being delivered.
The parties filed cross-motions for summary judgment, and on December 30, 2024, the Business Court entered an order and opinion on those motions. The Business Court held that: (1) Maxwell’s claim for breach of a “Most-Favored-Nation Provision” was dismissed except as it relates to pricing given to one particular supplier; (2) Smithfield is liable for breaching an output provision in the parties’ contract, with damages to be determined at trial; and (3) Maxwell’s claim that Smithfield breached the pricing term of the parties’ contract by using live-weight pricing shall proceed to trial based on the allegation that Smithfield did not pay the correct live- weight price for certain deliveries, but not based on the allegation that use of live-weight pricing itself breaches the contract. The Business Court set a trial date of June 9, 2025, which was subsequently canceled. On June 30, 2025, the parties filed a stipulation dismissing with prejudice all claims and counterclaims in the action, ending the litigation.
Insurance Claims
We maintain comprehensive general liability and property insurance, including business interruption insurance, with loss limits that we believe provide substantial and broad coverage for potential losses. The following summarizes significant insurance claims and related proceeds received over the last three fiscal years:
• In fiscal years 2025 and 2024, we received proceeds totaling $ 29  million and $ 9  million, respectively, for settlements of insurance claims for losses incurred in connection with past litigation.
• In the first quarter of 2025 and the second quarter of 2023, we settled insurance claims and received proceeds of $ 6  million and $ 3  million, respectively, in connection with a fire that occurred at our Tar Heel, North Carolina rendering facility in 2021.
• In fiscal year 2024 we received proceeds totaling $ 19  million in connection with settlements related to a business interruption insurance claim.
Of the insurance proceeds received in fiscal years 2025, 2024 and 2023 described above, we classified $ 4  million, $ 2  million and $ 2  million, respectively, in investing activities in the consolidated statements of cash flows. All other proceeds were classified in operating activities in each respective fiscal year. We classified all insurance recoveries in operating gains in the consolidated statements of income in each respective fiscal year.

ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
142

ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this Annual Report on Form 10-K, we evaluated, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is: (1) recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including the CEO and CFO, to allow timely decisions regarding required disclosure. Based on our evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the U.S. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 28, 2025 using the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that, as of December 28, 2025, the Company’s internal control over financial reporting was effective.

/s/ C. Shane Smith
Chief Executive Officer

/s/ Mark L. Hall
Chief Financial Officer

Date: March 24, 2026
Changes in Internal Control Over Financial Reporting
During the three months ended December 28, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This Annual Report on Form 10-K does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
143

ITEM 9B. OTHER INFORMATION
(1) Disclosure in Lieu of Reporting on a Current Report on Form 8-K.
None.
(2) Insider Trading Arrangements and Policies.
During the fiscal quarter ended December 28, 2025, no director or officer of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as the terms are defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item 10 will be included under headings “Board of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Board of Directors and Corporate Governance” in our definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held on June 2, 2026 (“2026 Proxy Statement”). This information is incorporated by reference into this Annual Report on Form 10-K.
Information concerning Executive Officers is set forth in Part I to this Form 10-K, pursuant to Instruction to Item 401 of Regulation S-K.
Code of Ethics and Business Conduct
We have a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our CEO, CFO and chief accounting officer. Our Code of Ethics and Business Conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.
Our Code of Business Conduct and Ethics is available on our website at www.smithfieldfoods.com.
Insider Trading Policy
We have an insider trading policy that governs the purchase, sale and other dispositions of the Company’s securities that applies to the Company’s directors, officers, employees, and the Company. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item 11 will be included under the headings “Executive Compensation,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” and “Equity Award Grant Practices” in our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item 12 will be included under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.
144

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 will be included under the headings “Certain Relationships and Related Transactions” and “Director Independence” in our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item 14 will be included under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report:

Exhibit Number
Description of Exhibit

2.1*** Agreement and Plan of Merger, dated as of January 20, 2026, by and among Smithfield Foods, Inc., Boardwalk Merger Sub Inc. and Nathan’s Famous, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Registrant with the SEC on January 21, 2026 and incorporated herein by reference).

3.1
Amended and Restated Articles of Incorporation of the Registrant, dated as of January 29, 2025 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on January 29, 2025 and incorporated herein by reference).

3.2
Amended and Restated Bylaws of the Registrant, dated as of January 29, 2025 (filed as Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant with the SEC on January 29, 2025 and incorporated herein by reference).

4.1
Indenture, dated as of February 1, 2017, among the Registrant, certain subsidiary guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 6, 2025 and incorporated herein by reference).

4.2
Indenture, dated as of April 1, 2019, among the Registrant, certain subsidiary guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 6, 2025 and incorporated herein by reference).

4.3
Indenture, dated as of September 15, 2020, among the Registrant, certain subsidiary guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 6, 2025 and incorporated herein by reference) .

4.4
Indenture, dated as of September 13, 2021, among the Registrant, certain subsidiary guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.4 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 6, 2025 and incorporated herein by reference).

4.5
Registration Rights Agreement, dated as of January 21, 2025, by and between the Registrant and SFDS UK Holdings Limited (filed as Exhibit 4.5 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

4.6
Shareholders Agreement, dated as of January 21, 2025, by and between the Registrant and WH Group Limited (filed as Exhibit 4.6 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference ).

4.7* Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

145

10.1 Credit Agreement, dated as of February 12, 2025, among Smithfield Foods, Inc. and certain subsidiaries, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party hereto, and the arrangers, bookrunners and other agents party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed February 12, 2025).

10.2 Fifth Amended and Restated Credit and Security Agreement, dated as of December 22, 2022, among Smithfield Receivables Funding LLC, the Registrant, certain lender parties thereto, Coöperatieve Rabobank U.A., New York Branch, PNC Bank, National Association, and PNC Capital Markets LLC (filed as Exhibit 10.4 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 6, 2025 and incorporated herein by reference).

10.3 Omnibus Amendment, dated as of July 22, 2025, to (i) the Fifth Amended and Restated Credit and Security Agreement, dated as of December 22, 2022, among Smithfield Receivables Funding LLC, the Registrant, certain lender parties thereto, Coöperatieve Rabobank U.A., New York Branch, PNC Bank, National Association, and PNC Capital Markets LLC, and (ii) the Fifth Amended and Restated Receivables Sale Agreement, dated as of December 22, 2022, among the Registrant, SFFC, Inc., Smithfield Support Services Corp., Smithfield Fresh Meats Sales Corp., Smithfield Fresh Meats Corp., Smithfield Direct, LLC, Smithfield Bioscience, Inc., Smithfield Packaged Meats Sales Corp. and Smithfield Receivables Funding LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on July 24, 2025 and incorporated herein by reference).

10.4 Fifth Amended and Restated Receivables Sale Agreement, dated as of December 22, 2022, among the Registrant, SFFC, Inc., Smithfield Support Services Corp., Smithfield Fresh Meats Sales Corp., Smithfield Fresh Meats Corp., Smithfield Direct, LLC, Smithfield Bioscience, Inc., Smithfield Packaged Meats Sales Corp. and Smithfield Receivables Funding LLC (filed as Exhibit 10.6 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 6, 2025 and incorporated herein by reference).

10.5 Master Receivables Purchase Agreement, dated as of December 22, 2022, among Smithfield Receivables Fundings LLC, the Registrant, certain buyers from time to time party thereto and PNC Bank, National Association (filed as Exhibit 10. 7 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 6, 2025 and incorporated herein by reference).

10.6 Form of Indemnification Agreement among the Registrant and its directors and executive officers (filed as Exhibit 10.8 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

10.7† Smithfield Foods, Inc. Omnibus Incentive Plan (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on January 29, 2025 and incorporated herein by reference).

10.8† Smithfield Foods, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant with the SEC on January 29, 2025 and incorporated herein by reference).

10.9† Form of Smithfield Foods, Inc., Omnibus Incentive Plan Stock Option Award Notice and Agreement (filed as Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

10.10† Form of Smithfield Foods, Inc., Omnibus Incentive Plan Restricted Stock Unit Award Notice and Agreement (filed as Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

10.11† Form of Smithfield Foods, Inc., Omnibus Incentive Plan Stock Option Award Notice and Agreement for IPO awards (filed as Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

10.12† Form of Smithfield Foods, Inc., Omnibus Incentive Plan Restricted Stock Unit Award Notice and Agreement for IPO awards (filed as Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

10.13† Form of Smithfield Foods, Inc., Omnibus Incentive Plan Restricted Stock Unit Award Notice and Agreement for Non-Employee Directors (filed as Exhibit 10.15 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

146

10.14† Smithfield Foods, Inc. Executive Nonqualified Excess Plan (filed as Exhibit 10.16 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

10.15† John Morrell & Company Amended & Restated Deferred Compensation Plan (filed as Exhibit 10.17 to Amendment No. 1 to the Registration Statement on Form S-1 filed by Smithfield Foods, Inc. with the SEC on January 21, 2025 and incorporated herein by reference).

10.16† Smithfield Foods, Inc. Executive Severance Plan (filed as Exhibit 10.18 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant with the SEC on January 21, 2025 and incorporated herein by reference).

19* Smithfield Foods, Inc. Insider Trading Policy.

21.1* Subsidiaries of the Registrant.

23.1* Consent of Ernst & Young LLP. (PCAOB ID: 42 )

31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97* Smithfield Foods, Inc. Compensation Recovery Policy.

101 The following information from our Annual Report on Form 10-K for the year ended December 28, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.
** Furnished herewith.
*** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Smithfield agrees to furnish a copy of any omitted schedule to the SEC upon request. Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
†Compensatory arrangements for director(s) and/or executive officer(s).

147

SMITHFIELD FOODS, INC. AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
(in millions)

Additions
Balance at beginning of period Charged to costs and expenses Charged to other accounts Deductions Balance at end of period
Allowance for credit losses:
2025 $ 4   $ 4   $ 1   $ ( 3 ) $ 5  
2024 3   2   —   ( 1 ) 4  
2023 2   1   —   —   3  
Allowance for returns and other sales adjustments:

2025 $ 13   $ ( 11 ) $ —   $ 10   $ 12  
2024 18   8   1   ( 14 ) 13  
2023 20   17   2   ( 20 ) 18  
Inventory obsolescence reserve:
2025 $ 30   $ 1   $ —   $ —   $ 31  
2024 55   ( 25 ) —   —   30  
2023 29   26   —   —   55  
Valuation allowance on deferred tax assets:
2025 $ 8   $ ( 1 ) $ —   $ ( 3 ) $ 4  
2024 12   —   —   ( 3 ) 8  
2023 7   3   1   —   12  

ITEM 16. FORM 10-K SUMMARY
None.
148

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SMITHFIELD FOODS, Inc.

By: /s/ C. Shane Smith March 24, 2026
                         C. Shane Smith Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE
TITLE
DATE

/s/ C. Shane Smith
Chief Executive Officer and Director
March 24, 2026

C. Shane Smith
(Principal Executive Officer)

/s/ Mark L. Hall
Chief Financial Officer
March 24, 2026

Mark L. Hall
(Principal Financial Officer)

/s/ R. Allen Brobst
Principal Accounting Officer
March 24, 2026

R. Allen Brobst, Jr.

/s/ Long Wan
Chairman
March 24, 2026

Long Wan

/s/ Marie T. Gallagher
Director
March 24, 2026

Marie T. Gallagher

/s/ Lijun Guo
Director
March 24, 2026

Lijun Guo

/s/ Hank Shenghua He
Director
March 24, 2026

Hank Shenghua He

/s/ John A. Quelch
Director
March 24, 2026

John A. Quelch

/s/ Raymond A. Starling
Director
March 24, 2026

Raymond A. Starling

/s/ Hongwei Wan
Director
March 24, 2026

Hongwei Wan

/s/ Xiaoming Zhou
Director
March 24, 2026

Xiaoming Zhou

149