Smucker (SJM) CPO covers tax bill with 979 withheld shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

J.M. Smucker Chief People Officer Jill R. Penrose reported routine share activity tied to equity compensation. On June 15, 2026, a total of 979 common shares were withheld by the company at $115.94 per share to cover tax obligations on vested restricted stock, classified as tax-withholding dispositions rather than open-market sales. After these transactions, she directly holds 21,627 common shares and indirectly holds 2,732 common shares through a 401(k) plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Penrose Jill R

Role Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	147	$115.94	$17K
Tax Withholding	Common Shares	395	$115.94	$46K
Tax Withholding	Common Shares	437	$115.94	$51K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 21,627 shares (Direct, null); Common Shares — 2,732 shares (Indirect, 401(k))

Footnotes (1)

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Key Figures

Tax-withholding shares: 979 shares Withholding price: $115.94 per share Direct holdings after transactions: 21,627 shares +1 more

4 metrics

Tax-withholding shares 979 shares Common shares withheld for tax liability on June 15, 2026

Withholding price $115.94 per share Price used for tax-withholding dispositions

Direct holdings after transactions 21,627 shares Common shares directly held by Jill Penrose after Form 4

Indirect 401(k) holdings 2,732 shares Common shares held indirectly through a 401(k) plan

Key Terms

tax-withholding disposition, restricted stock, Equity and Incentive Compensation Plan, 401(k)

4 terms

tax-withholding disposition financial

"classified as tax-withholding dispositions rather than open-market sales"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock financial

"to satisfy tax liability upon the vesting of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Equity and Incentive Compensation Plan financial

"pursuant to The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan"

401(k) financial

"indirectly holds 2,732 common shares through a 401(k) plan"

A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 06:41 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Penrose Jill R

(Last)

(First)

(Middle)

ONE STRAWBERRY LANE

(Street)

ORRVILLE

OHIO

44667

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
J M SMUCKER Co [ SJM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/15/2026		F		147⁽¹⁾	D	$115.94	21,627	D
Common Shares	06/15/2026		F		395⁽¹⁾	D	$115.94	21,232	D
Common Shares	06/15/2026		F		437⁽¹⁾	D	$115.94	20,795	D
Common Shares								2,732	I	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Smucker common shares withheld by the Company to satisfy tax liability upon the vesting of restricted stock pursuant to The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan.

Remarks:

	/s/ Jeannette L. Knudsen, POA	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did J.M. Smucker (SJM) executive Jill Penrose report in this Form 4?

Jill R. Penrose reported tax-related share dispositions, not market sales. The company withheld 979 common shares on June 15, 2026 to satisfy tax liabilities from vested restricted stock under its 2020 Equity and Incentive Compensation Plan.

How many J.M. Smucker (SJM) shares were withheld for Jill Penrose’s taxes?

A total of 979 J.M. Smucker common shares were withheld. These were classified as tax-withholding dispositions at a reported price of $115.94 per share in connection with the vesting of restricted stock awards.

Did Jill Penrose sell J.M. Smucker (SJM) shares on the open market?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares were delivered back to the company to cover tax liabilities on vested restricted stock under the 2020 Equity and Incentive Compensation Plan.

How many J.M. Smucker (SJM) shares does Jill Penrose hold after these transactions?

After the reported transactions, Jill Penrose directly holds 21,627 J.M. Smucker common shares and indirectly holds 2,732 common shares through a 401(k) plan, according to the Form 4 totals.

What plan governed the J.M. Smucker (SJM) restricted stock for Jill Penrose?

The restricted stock is issued under The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan. Shares were withheld by the company under this plan to satisfy Jill Penrose’s tax obligations when her restricted stock vested.