Hormel Foods agrees to acquire Brakebush Brothers
Brakebush generated approximately $1.2 billion in net sales over the last 12 months, and Hormel expects to report its operations primarily in Foodservice.
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Rhea-AI Filing Summary
Hormel Foods Corporation (HRL) agreed to acquire all outstanding membership interests of Brakebush Brothers, LLC from Brakebush Holdings, Inc. for a base purchase price of $1.055 billion in cash, subject to customary adjustments. Closing is expected during Hormel’s first quarter of fiscal 2027, subject to customary conditions, including the expiration or termination of applicable antitrust waiting periods, the absence of a law or order prohibiting the transaction, and customary conditions relating to the parties’ representations, warranties and covenants.
Brakebush, a value-added chicken provider serving foodservice customers, generated approximately $1.2 billion in net sales over the last 12 months, operates five production facilities and two research and development labs. Hormel expects to report Brakebush’s operations primarily in its Foodservice segment and expects the acquisition to be accretive to adjusted earnings per share beginning in fiscal 2028. Hormel also expects the acquisition to generate growth, operational synergies and enhanced cash flows. The agreement provides termination rights for Hormel and Brakebush Holdings, Inc. if the transaction has not closed by March 29, 2027, with an automatic three-month extension in specified circumstances involving outstanding regulatory approvals.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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:
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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 1.01 | Entry into a Material Definitive Agreement. |
On September 29, 2026, Hormel Foods Corporation (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Brakebush Holdings, Inc. (“Seller”) and Brakebush Brothers, LLC (“Brakebush”), pursuant to which the Company has agreed to acquire from Seller all of the outstanding membership interests of Brakebush.
The purchase price consists of a base purchase price of $1.055 billion in cash, subject to customary adjustments.
The closing of the acquisition is expected to be completed during the first quarter of the Company’s 2027 fiscal year and is subject to customary closing conditions, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other applicable antitrust laws, the absence of any law or order prohibiting the transaction, and the satisfaction of customary conditions relating to the parties’ representations, warranties, and covenants. The Purchase Agreement contains customary termination rights for the Company and Seller, including if the transaction has not been completed by March 29, 2027, subject to an automatic three-month extension in specified circumstances relating to outstanding regulatory approvals.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 30, 2026, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On September 30, 2026, the Company will hold an investor conference call to discuss the transaction contemplated by the Purchase Agreement. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 2.1* | Membership Interest Purchase Agreement, dated September 29, 2026, among Hormel Foods Corporation, Brakebush Holdings, Inc., and Brakebush Brothers, LLC. |
| 99.1 | Press Release, dated September 30, 2026. |
| 99.2 | Investor Presentation, dated September 30, 2026. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
| * | Certain exhibits and schedules to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted materials to the Securities and Exchange Commission upon its request. |
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.
| HORMEL FOODS CORPORATION | ||
| Dated: September 30, 2026 | By: | /s/ Ash Bhumbla |
| Name: Ash Bhumbla | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Hormel Foods Announces
Definitive Agreement To Acquire Brakebush, A
Leading Value-Added Chicken Company
Acquisition Will Strengthen Hormel Foods' Position in a Growing Protein Category and Enhance its Leading Foodservice Capabilities
AUSTIN, Minn., (Sep. 30, 2026) — Hormel Foods Corporation (NYSE: HRL), a Fortune 500 global branded food company, today announced it has entered into a definitive agreement to acquire Brakebush Brothers, LLC, a leading value-added chicken company, from the Brakebush family.
The purchase price is approximately $1.055 billion, and the transaction is expected to close during the first quarter of Hormel Foods' fiscal 2027, subject to customary closing conditions, including regulatory approval.
The acquisition advances Hormel Foods' strategy of investing in growing protein categories, will meaningfully expand the company's position in value-added chicken and is expected to strengthen its leading Foodservice platform through enhanced operator relationships, category expertise and an expanded direct sales organization.
“Brakebush is a highly respected leader in value-added chicken and has earned the trust of customers for more than 100 years through innovation, quality and exceptional relationships,” said Jeff Ettinger, interim chief executive officer. “The company's talented team, strong culture and differentiated capabilities make it an excellent fit for Hormel Foods. Our industry-leading Foodservice business has been a source of growth, and we are excited to meaningfully expand our presence in value-added chicken.”
“Chicken has been one of the most attractive growth categories in protein, and Brakebush has built an exceptional platform to serve that demand,” said John Ghingo, president and chief executive officer-elect. “Hormel Foods has built a strong Foodservice business by helping operators succeed through innovation, service and value-added solutions. We believe that Brakebush will bolster our capabilities, bringing additional scale, expertise and customer reach, in support of our long-term growth strategy.”
“Brakebush has always been a people-first company, built on strong relationships, shared values and a commitment to doing business the right way,” said Carey Brakebush, chairman of the board, Brakebush. “We see those same qualities in Hormel Foods. Their culture, integrity and long-term approach to growth give us great confidence that Brakebush will continue to thrive for our employees, customers and communities in the years ahead.”
Founded in 1925 and headquartered in Westfield, Wisconsin, Brakebush has established itself as a leading, value-added, non-vertically integrated chicken provider, serving a diverse foodservice customer base across national and regional operators. Brakebush generated approximately $1.2 billion in net sales over the last 12 months and operates five production facilities and two research and development labs.
Hormel Foods expects the acquisition to generate growth, unlock operational synergies, and enhance cash flows. The company expects the acquisition to be accretive to adjusted earnings per share beginning in fiscal 2028. The company expects to report the results of Brakebush’s operations primarily in its Foodservice segment.
ADVANCING HORMEL FOODS' GROWTH STRATEGY
Hormel Foods expects the acquisition to provide the following strategic benefits:
| · | Strengthens Hormel Foods’ Position in a Growing Protein Category: The addition of Brakebush will significantly expand Hormel Foods' presence in value-added chicken, positioning the company to participate more meaningfully in one of the most attractive segments of protein. |
| · | Creates a Broader Platform for Foodservice Segment Growth: Brakebush's established direct sales organization, deep relationships and category expertise are expected to enhance Hormel Foods' existing Foodservice capabilities and customer reach. Together, the businesses are expected to be better positioned to serve national and regional operators with high-quality, value-added protein solutions. |
| · | Adds a Reputable, Scaled Asset: Opportunities to acquire a leading value-added chicken business with Brakebush's scale, reputation and customer loyalty are uncommon. Hormel Foods believes the company brings a solid asset base, strong innovation capabilities and deep customer relationships built over more than 100 years. |
| · | Aligns with Hormel Foods' Long-Term Growth Strategy: The acquisition reflects Hormel Foods' disciplined approach to portfolio management and capital allocation, and reinforces its focus on categories, channels and capabilities with long-term growth potential. |
Wells Fargo is acting as exclusive financial advisor to Hormel Foods and Faegre Drinker Biddle & Reath is serving as legal counsel. William Blair is acting as exclusive financial advisor and Michael Best & Friedrich LLP is serving as legal counsel for Brakebush.
CONFERENCE CALL
A conference call will be webcast at 7 a.m. CT on Sep. 30, 2026. Access is available at hormelfoods.com by clicking on "Investors." The call will also be available via telephone by dialing 833-461-5787 (toll free) or 585-542-9983 (international) and providing the conference ID 284 105 358. A webcast replay will be available at investor.hormelfoods.com following the call and will remain on the website for one year.
ABOUT HORMEL FOODS
Hormel Foods Corporation, based in Austin, Minnesota, is a global branded food company with over $12 billion in annual revenue. Its brands include Planters®, Skippy®, SPAM®, Hormel® Natural Choice®, Applegate®, Wholly®, Hormel® Black Label®, Columbus®, Jennie-O® and more than 30 other beloved brands. The Company is a member of the S&P 500 Index and the S&P 500 Dividend Aristocrats, was named one of the best companies to work for by U.S. News
& World Report and one of America’s most responsible companies by Newsweek, was recognized by TIME magazine as one of the World’s Best Companies and has received numerous other awards and accolades for its corporate responsibility and community service efforts. For more information, visit hormelfoods.com.
ABOUT BRAKEBUSH BROTHERS, LLC
Family-owned and operated since 1925, Brakebush Brothers, LLC, offers a wide variety of further processed chicken for foodservice establishments nationwide. The company is headquartered in Westfield, WI with additional facilities in Mocksville, NC; Irving, TX; Wells, MN; and Hartwell, GA. Visit www.brakebush.com for more information.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, which are based on the current assumptions and expectations of Hormel Foods Corporation (the “Company”). These statements are typically accompanied by the words "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "project," "seek," "target," "will," "would," or similar words or expressions. The principal forward-looking statements in this news release include statements regarding the pending acquisition of Brakebush and the anticipated benefits of, and the Company’s plans, strategies, and objectives relating to, such acquisition.
All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although the Company believes there is a reasonable basis for the forward-looking statements, actual events or results could be materially different. The most important factors that could cause actual future results or events to differ from its forward-looking statements include, but are not limited to, risks relating to completing the acquisition in the anticipated timeframe, or at all; risks related to the ability to realize the anticipated benefits of the acquisition; the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, charges, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, and strategies resulting from the acquisition or otherwise could adversely impact the value or expected benefit of the acquisition; the expected financial and operating performance and future opportunities following the acquisition; risks relating to the receipt of regulatory approvals without unexpected delays or conditions and possibility of regulatory action; the risks and costs of the pursuit and/or implementation of the acquisition; risks related to the Company’s access to available financing to consummate the acquisition upon acceptable terms and on a timely basis or at all; the effect of the announcement or pendency of the acquisition on the Company’s or Brakebush’s business relationships, competition, business, financial condition, and operating results, including risks that the acquisition disrupts current plans and operations of the Company or Brakebush, the ability of the Company or Brakebush to retain and hire key personnel, and risks related to diverting either management team’s attention from ongoing business operations; the ability of the Company to successfully integrate Brakebush’s operations and implement its plans, forecasts, and other expectations with respect to Brakebush’s business or the combined business after the closing of the acquisition; the ability of the Company to manage any additional debt and successfully de-lever following the acquisition; the outcome of any legal proceedings that may be instituted against the Company or Brakebush related to the acquisition; and the other risks and uncertainties described in Item 1A – Risk Factors of the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which can be accessed at hormelfoods.com in the "Investors" section. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company cautions that other factors may in the future prove to be important in affecting the Company's business or results of operations. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statement except as otherwise required by law.
| INVESTOR CONTACT | MEDIA CONTACT |
| Jess Blomberg | Laura Cederberg |
| ir@hormel.com | media@hormel.com |
| ADVANCING THE HORMEL FOODS GROWTH STRATEGY SEPTEMBER 30, 2026 Announces definitive agreement to acquire Brakebush Brothers, LLC, a leading value-added chicken company |
| DISCLAIMERS Non-GAAP Information This presentation contains forward-looking statements, which are based on the current assumptions and expectations of Hormel Foods Corporation (the “Company”). These statements are typically accompanied by the words "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "project," "seek," "target," "will," "would," or similar words or expressions. The principal forward-looking statements in this presentation include statements regarding the Company's pending acquisition of Brakebush Brothers, LLC ("Brakebush") and the anticipated benefits of, and the Company’s plans, strategies, and objectives relating to, such acquisition. All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although the Company believes there is a reasonable basis for the forward-looking statements, actual events or results could be materially different. The most important factors that could cause actual future results or events to differ from its forward-looking statements include, but are not limited to, risks relating to completing the acquisition in the anticipated timeframe, or at all; risks related to the ability to realize the anticipated benefits of the acquisition; the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, charges, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, and strategies resulting from the acquisition or otherwise could adversely impact the value or expected benefit of the acquisition; the expected financial and operating performance and future opportunities following the acquisition; risks relating to the receipt of regulatory approvals without unexpected delays or conditions and possibility of regulatory action; the risks and costs of the pursuit and/or implementation of the acquisition; risks related to the Company’s access to available financing to consummate the acquisition upon acceptable terms and on a timely basis or at all; the effect of the announcement or pendency of the acquisition on the Company’s or Brakebush’s business relationships, competition, business, financial condition, and operating results, including risks that the acquisition disrupts current plans and operations of the Company or Brakebush, the ability of the Company or Brakebush to retain and hire key personnel, and risks related to diverting either management team’s attention from ongoing business operations; the ability of the Company to successfully integrate Brakebush’s operations and implement its plans, forecasts, and other expectations with respect to Brakebush’s business or the combined business after the closing of the acquisition; the ability of the Company to manage any additional debt and successfully de-lever following the acquisition; the outcome of any legal proceedings that may be instituted against the Company or Brakebush related to the acquisition; and the other risks and uncertainties described in Item 1A – Risk Factors of the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which can be accessed at hormelfoods.com in the "Investors" section. Though the Company has attempted to list comprehensively these important cautionary risk factors, the Company cautions that other factors may in the future prove to be important in affecting the Company's business or results of operations. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statement except as otherwise required by law. This presentation contains certain non-GAAP measures, including net debt and adjusted EBITDA. Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance. These non-GAAP measures are not calculated in accordance with generally accepted accounting principles and may be different from non-GAAP measures used by other companies. Please see the discussion of non-GAAP measures and the reconciliation from the GAAP measures to the non-GAAP adjusted measures at the end of this presentation for more information. When possible with respect to non-GAAP financial measures presented with respect to historical periods, the Company provides a reconciliation of its historic non-GAAP financial measures to its most closely applicable GAAP financial measures. The Company is unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility of the excluded items and expectations as to the financial performance of each of the Company and Brakebush upon the completion of the pending acquisition. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company is presenting forward looking non-GAAP financial measures for illustrative purposes and may not report on this basis going forward. Certain Brakebush financial figures presented herein are based on management estimates. Actual figures may differ materially from those presented herein and from those included in any subsequently prepared financial statements. Forward-Looking Statements |
| TRANSACTION OVERVIEW 1. Adjusted EBITDA multiple based on adjusted EBITDA estimate for Brakebush for CY2026 and the transaction purchase price. Non-GAAP measure. See Disclaimers: Non-GAAP Measures and Appendix: Non-GAAP Measures for additional information 2. Based on CY2026 estimate for Brakebush 3. Subject to customary closing conditions, including regulatory approval 3 • Expect to finance with a combination of cash on hand and long-term debt • Committed to maintaining strong investment-grade rating • Reasonable path to deleveraging over time • Acquiring a leading value-added chicken company, significantly expanding position in one of the most attractive segments of protein • Strengthens Foodservice platform through Brakebush’s direct sales organization, category expertise and a century-long history of serving customers • Adds a scaled business with a well-invested manufacturing network and differentiated capabilities • Expected to advance growth strategy while enhancing cash flow and operating margins over time • $1.055 billion transaction purchase price, subject to closing adjustments • Implied adjusted EBITDA multiple1 of 10.7x and 8.9x after synergies • Net sales of approximately $1.2 billion2 • Expected run-rate cost synergies of ~$20 million by the end of fiscal 2028 • Expected tax basis step-up of acquired assets • Will primarily be reported through Foodservice segment • Transaction expected to close in fiscal Q1 20273 Financial Structure Strategic Highlights Transaction Details Hormel Foods to acquire Brakebush, a leading value-added chicken company |
| BRAKEBUSH A leading, value-added, non-vertically integrated chicken provider with Scale, Differentiated Capabilities, and an Attractive Growth Runway Company Overview Foodservice-led Revenue Profile1 Highlights Foodservice Retail ~90% ~10% • Family owned for over 100 years • Comprehensive portfolio of fully cooked, par-fried and raw portioned products • Diversified foodservice channel mix • Scaled manufacturing network with many capabilities; recognized across the industry for quality and customer service • Five production facilities • Two state-of-the-art R&D labs • Leading positions in value-added chicken • Strong customer relationships with direct-selling organization • Customer-centric innovation 1 Based on Brakebush’s fiscal 2025 commercial net sales. 4 Channel Channel |
| Deepens presence in attractive value-added chicken Adds a solid asset base and strong, differentiated innovation capabilities Reflects disciplined approach to portfolio management and capital allocation Expands foodservice reach through a leading direct-sales platform Strengthens position in growing protein category Broader platform for Foodservice growth Scaled and Reputable Asset Aligns with long-term growth strategy ADVANCING THE HORMEL FOODS GROWTH STRATEGY 5 |
| A MORE SCALED AND BALANCED BUSINESS EXPANDED FOODSERVICE PRESENCE AND CHICKEN OFFERINGS 1 Internal data: Estimated pro forma net sales by segment and net sales by key input after giving effect to the transaction based on the Company’s and Brakebush’s respective results for the last twelve months ended July 26, 2026. Figures may not sum to 100% due to rounding. Retail Foodservice International 55% 40% 5% Net Sales by Segment1 Net Sales by Key Input1 Pork ~40% Turkey ~13% Non-meat ~20% Beef ~13% Chicken ~13% 6 |
| CAPITAL ALLOCATION PRIORITIES Remain committed to dividend support, investing in our business, & maintaining an investment-grade rating Priority •Dividend •Maintenance capex •Mandatory debt repayment •Pension obligations Strategic •Growth capex •Acquisitions •Investments in working capital Opportunistic •Share repurchases •Incremental debt repayment •Cash build 7 |
| FINANCIAL FLEXIBILITY TO SUPPORT GROWTH INVESTMENTS Source: 1Non-GAAP measure. See Disclaimers: Non-GAAP Measures and Appendix: Non-GAAP Measures for additional information 1.5x to 2.0x Strong Investment-grade rating Committed to maintaining Demonstrated Ability to Deleverage Following M&A Target Range Low-2x Expected Post- Acquisition Net Debt to Adj. EBITDA1 Acquired Planters F’21 F’22 F’23 F’24 F’25 LTM Q3F’26 2.0x 1.5x 1.8x 1.5x 1.7x 1.5x Net Debt to Adj. EBITDA1 8 |
| DISCIPLINED PORTFOLIO MANAGEMENT STRENGTHENS LONG-TERM GROWTH PROFILE DIVESTING NON-STRATEGIC BUSINESSES LOWER-MARGIN NON-CORE CATEGORIES COMPLEX OPERATIONS REDEPLOYING CAPITAL TO STRATEGIC GROWTH AREAS FOODSERVICE VALUE-ADDED CHICKEN JUSTIN’S® BRAND BRAZIL WHOLE BIRDS 9 |
| Jeff Ettinger Interim Chief Executive Officer John Ghingo President and Chief Executive Officer-elect Ash Bhumbla Executive Vice President and Chief Financial Officer Q&A SESSION Management Participants Sept 30, 2026 7:00 AM CT For webcast visit: investor.hormelfoods.com |
| APPENDIX 11 |
| NON-GAAP MEASURES This presentation contains certain non-GAAP measures, including net debt and adjusted EBITDA. Non-GAAP measures are not intended to be a substitute for GAAP measures in analyzing financial performance. These non-GAAP measures are not calculated in accordance with generally accepted accounting principles and may be different from non-GAAP measures used by other companies. The Company utilizes these non-GAAP measures to understand and evaluate operating performance on a consistent basis. The Company believes these non-GAAP measures provide useful information to investors because they aid analysis and understanding of the Company’s results and business trends relative to past performance and the Company’s competitors. The Company provides earnings before interest, taxes, depreciation, and amortization (EBITDA) because it believes these measures are useful to management and investors as indicators of operating performance net of non-operating income and expenses, and because they are commonly used to benchmark the Company’s performance. Adjusted EBITDA is defined as EBITDA excluding adjustments as described in Part II, Item 7 of our Annual Report on Form 10-K filed with the SEC for each respective fiscal year end. Net debt is defined as long-term debt, including current maturities of long-term debt, less cash and cash equivalents. Note: Amounts may not foot due to rounding. |
| NON-GAAP MEASURES (CONTINUED) |
