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Subsequent Events | 3 Months Ended
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Nov. 02, 2025
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Event On December 8, 2025, we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina di San Marzano di Antonio Romano S.p.A. (La Regina SPA) and La Regina Atlantica, LLC (La Regina Atlantica, and together with La Regina SPA, La Regina). The aggregate consideration for the transaction is $286 million to be paid in two tranches: (i) $146 million, payable in cash at the closing, and (ii) $140 million payable at our sole discretion in either cash or unregistered shares of our capital stock (not to exceed 19.9% of our outstanding capital stock and voting power prior to issuance) on the first anniversary of the closing. The remaining 51% of the outstanding equity interests of La Regina are subject to a call option granted to us and a put option granted to La Regina. The call option may be exercised from the first anniversary of the closing until the later of the tenth anniversary of the closing and the date of cessation of the material commercial agreements between the parties. The put option may be exercised from three years after the first anniversary of the closing until the tenth anniversary of the closing. The transaction is subject to certain customary conditions, including, among other things (a) the accuracy of the representations and warranties of La Regina as of the closing of the transaction, (b) compliance in all material respects with pre-closing obligations and covenants under each of the purchase agreements, and (c) the absence of a material adverse change. Each purchase agreement provides for an outside closing date of June 8, 2026, which we may extend once by up to thirty (30) business days upon prior notice. If the closing conditions have not been satisfied or waived by the outside closing date, each purchase agreement will automatically terminate, subject to certain specified provisions that survive termination.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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