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Table of Contents

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​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 10-Q

​

| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended September 30, 2025

​

OR

​

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from to

​

COMMISSION FILE NUMBER 1-1361

​

Tootsie Roll Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

​

​ | ​ | ​
Virginia | ​ | 22-1318955
(State of Incorporation) | ​ | (I.R.S. Employer Identification No.)

​

​

​ | ​ | ​
7401 South Cicero Avenue, Chicago, Illinois | ​ | 60629
(Address of Principal Executive Offices) | ​ | (Zip Code)

​

773-838-3400

(Registrant’s Telephone Number, Including Area Code)

​

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each class: |  | Trading Symbol |  | Name of each exchange on which registered:
Common Stock, par value $0.694 per share | ​ | TR | ​ | New York Stock Exchange

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

` Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | 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. ◻

​

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

​

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (September 30, 2025).

​

​ | ​ | ​
Class | ​ | Outstanding
​ | ​ | ​
Common Stock, $0.694 par value | ​ | 41,820,835
Class B Common Stock, $0.694 par value | ​ | 31,165,795

​

​

​

​

​

Table of Contents

TOOTSIE ROLL INDUSTRIES, INC.

​

September 30, 2025

​

INDEX

​

​ | ​ | ​
​ | ​ | Page No.
​ | ​ | ​
Part I — | Financial Information | ​
​ | ​ | ​
Item 1. | Financial Statements꞉ | ​
​ | ​ | ​
​ | Condensed Consolidated Statements of Financial Position | 3-4
​ | ​ | ​
​ | Condensed Consolidated Statements of Earnings and Retained Earnings | 5
​ | ​ | ​
​ | Condensed Consolidated Statements of Comprehensive Earnings | 6
​ | ​ | ​
​ | Condensed Consolidated Statements of Cash Flows | 7
​ | ​ | ​
​ | Notes to Condensed Consolidated Financial Statements | 8-17
​ | ​ | ​
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18-24
​ | ​ | ​
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25
​ | ​ | ​
Item 4. | Controls and Procedures | 25
​ | ​ | ​
Part II — | Other Information | ​
​ | ​ | ​
Item 1A. | Risk Factors | 26
​ | ​ | ​
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 27
​ | ​ | ​
Item 6. | Exhibits | 27
​ | ​
Signatures | 28

​

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See “Forward-Looking Statements” under Part I — Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.

​

2

Table of Contents

PART I - FINANCIAL INFORMATION

​

ITEM 1. FINANCIAL STATEMENTS

​

TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands) (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, 2025 | ​ | December 31, 2024 | ​ | September 30, 2024
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
CURRENT ASSETS: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents |  | $ | 78,895 |  | $ | 138,841 |  | $ | 91,711
Restricted cash | ​ | ​ | 398 | ​ | ​ | 352 | ​ | ​ | 378
Investments | ​ | ​ | 40,935 | ​ | ​ | 55,789 | ​ | ​ | 71,500
Accounts receivable trade, less allowances of $3,154, $2,184 and $2,913 | ​ | ​ | 72,975 | ​ | ​ | 43,811 | ​ | ​ | 72,519
Other receivables | ​ | ​ | 6,486 | ​ | ​ | 6,832 | ​ | ​ | 5,386
Inventories: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Finished goods and work-in-process | ​ | ​ | 56,448 | ​ | ​ | 43,603 | ​ | ​ | 54,411
Raw materials and supplies | ​ | ​ | 39,661 | ​ | ​ | 34,022 | ​ | ​ | 40,182
Prepaid expenses | ​ | ​ | 7,408 | ​ | ​ | 10,355 | ​ | ​ | 7,317
Total current assets | ​ | ​ | 303,206 | ​ | ​ | 333,605 | ​ | ​ | 343,404
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
PROPERTY, PLANT AND EQUIPMENT, at cost: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Land | ​ | ​ | 21,795 | ​ | ​ | 21,710 | ​ | ​ | 21,647
Buildings | ​ | ​ | 149,041 | ​ | ​ | 148,778 | ​ | ​ | 144,856
Machinery and equipment | ​ | ​ | 501,489 | ​ | ​ | 499,210 | ​ | ​ | 484,119
Construction in progress | ​ | ​ | 29,208 | ​ | ​ | 6,820 | ​ | ​ | 23,812
Operating lease right-of-use assets | ​ | ​ | 5,293 | ​ | ​ | 6,043 | ​ | ​ | 6,313
​ | ​ | ​ | 706,826 | ​ | ​ | 682,561 | ​ | ​ | 680,747
Less - accumulated depreciation | ​ | ​ | 476,806 | ​ | ​ | 462,758 | ​ | ​ | 459,617
Net property, plant and equipment | ​ | ​ | 230,020 | ​ | ​ | 219,803 | ​ | ​ | 221,130
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
OTHER ASSETS: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Goodwill | ​ | ​ | 73,237 | ​ | ​ | 73,237 | ​ | ​ | 73,237
Trademarks | ​ | ​ | 175,024 | ​ | ​ | 175,024 | ​ | ​ | 175,024
Investments | ​ | ​ | 436,532 | ​ | ​ | 332,338 | ​ | ​ | 318,344
Prepaid expenses and other assets | ​ | ​ | 8,821 | ​ | ​ | 11,633 | ​ | ​ | 13,647
Deferred income taxes | ​ | ​ | 1,723 | ​ | ​ | 1,541 | ​ | ​ | 1,431
Total other assets | ​ | ​ | 695,337 | ​ | ​ | 593,773 | ​ | ​ | 581,683
Total assets | ​ | $ | 1,228,563 | ​ | $ | 1,147,181 | ​ | $ | 1,146,217

​

(The accompanying notes are an integral part of these statements.)

​

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(in thousands except per share data) (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, 2025 | ​ | December 31, 2024 | ​ | September 30, 2024
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND SHAREHOLDERS’ EQUITY | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
CURRENT LIABILITIES: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accounts payable |  | $ | 21,108 |  | $ | 13,397 |  | $ | 20,572
Bank loans | ​ | ​ | 1,011 | ​ | ​ | 924 | ​ | ​ | 1,078
Dividends payable | ​ | ​ | 6,569 | ​ | ​ | 6,403 | ​ | ​ | 6,426
Accrued liabilities | ​ | ​ | 70,302 | ​ | ​ | 63,607 | ​ | ​ | 65,044
Postretirement health care benefits | ​ | ​ | 595 | ​ | ​ | 595 | ​ | ​ | 665
Operating lease liabilities | ​ | ​ | 1,234 | ​ | ​ | 1,374 | ​ | ​ | 1,382
Income taxes payable | ​ | ​ | 6,203 | ​ | ​ | 636 | ​ | ​ | 552
Deferred compensation | ​ | ​ | — | ​ | ​ | 350 | ​ | ​ | —
Total current liabilities | ​ | ​ | 107,022 | ​ | ​ | 87,286 | ​ | ​ | 95,719
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
NONCURRENT LIABILITIES: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deferred income taxes | ​ | ​ | 54,938 | ​ | ​ | 54,537 | ​ | ​ | 46,754
Postretirement health care benefits | ​ | ​ | 8,661 | ​ | ​ | 8,701 | ​ | ​ | 9,644
Industrial development bonds | ​ | ​ | 7,500 | ​ | ​ | 7,500 | ​ | ​ | 7,500
Liability for uncertain tax positions | ​ | ​ | 2,428 | ​ | ​ | 2,564 | ​ | ​ | 2,595
Operating lease liabilities | ​ | ​ | 4,415 | ​ | ​ | 4,992 | ​ | ​ | 5,240
Deferred compensation and other liabilities | ​ | ​ | 125,126 | ​ | ​ | 111,192 | ​ | ​ | 108,935
Total noncurrent liabilities | ​ | ​ | 203,068 | ​ | ​ | 189,486 | ​ | ​ | 180,668
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
TOOTSIE ROLL INDUSTRIES, INC. SHAREHOLDERS’ EQUITY: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common stock, $0.694 par value - 120,000 shares authorized; 41,821, 40,789 and 41,146, respectively, issued | ​ | ​ | 29,042 | ​ | ​ | 28,325 | ​ | ​ | 28,574
Class B common stock, $0.694 par value - 40,000 shares authorized; 31,166, 30,286 and 30,299, respectively, issued | ​ | ​ | 21,643 | ​ | ​ | 21,032 | ​ | ​ | 21,041
Capital in excess of par value | ​ | ​ | 847,308 | ​ | ​ | 788,894 | ​ | ​ | 800,087
Retained earnings | ​ | ​ | 43,240 | ​ | ​ | 57,902 | ​ | ​ | 41,787
Accumulated other comprehensive loss | ​ | ​ | (20,391) | ​ | ​ | (23,418) | ​ | ​ | (19,336)
Treasury stock (at cost) - 108, 105 and 105 shares, respectively | ​ | ​ | (1,992) | ​ | ​ | (1,992) | ​ | ​ | (1,992)
Total Tootsie Roll Industries, Inc. shareholders’ equity | ​ | ​ | 918,850 | ​ | ​ | 870,743 | ​ | ​ | 870,161
Noncontrolling interests | ​ | ​ | (377) | ​ | ​ | (334) | ​ | ​ | (331)
Total equity | ​ | ​ | 918,473 | ​ | ​ | 870,409 | ​ | ​ | 869,830
Total liabilities and shareholders’ equity | ​ | $ | 1,228,563 | ​ | $ | 1,147,181 | ​ | $ | 1,146,217

​

(The accompanying notes are an integral part of these statements.)

​

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TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

EARNINGS AND RETAINED EARNINGS

(in thousands except per share amounts) (Unaudited)

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Quarter Ended | ​ | Year to Date Ended
​ | ​ | September 30, 2025 | ​ | September 30, 2024 | ​ | September 30, 2025 | ​ | September 30, 2024
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net product sales |  | $ | 230,614 |  | $ | 223,891 |  | $ | 530,325 |  | $ | 524,174
Rental and royalty revenue | ​ | ​ | 2,091 | ​ | ​ | 2,043 | ​ | ​ | 5,923 | ​ | ​ | 5,671
Total revenue | ​ | ​ | 232,705 | ​ | ​ | 225,934 | ​ | ​ | 536,248 | ​ | ​ | 529,845
Product cost of goods sold | ​ | ​ | 152,741 | ​ | ​ | 148,266 | ​ | ​ | 346,368 | ​ | ​ | 350,730
Rental and royalty cost | ​ | ​ | 566 | ​ | ​ | 599 | ​ | ​ | 1,549 | ​ | ​ | 1,543
Total costs | ​ | ​ | 153,307 | ​ | ​ | 148,865 | ​ | ​ | 347,917 | ​ | ​ | 352,273
Product gross margin | ​ | ​ | 77,873 | ​ | ​ | 75,625 | ​ | ​ | 183,957 | ​ | ​ | 173,444
Rental and royalty gross margin | ​ | ​ | 1,525 | ​ | ​ | 1,444 | ​ | ​ | 4,374 | ​ | ​ | 4,128
Total gross margin | ​ | ​ | 79,398 | ​ | ​ | 77,069 | ​ | ​ | 188,331 | ​ | ​ | 177,572
Selling, marketing and administrative expenses | ​ | ​ | 47,031 | ​ | ​ | 41,825 | ​ | ​ | 120,783 | ​ | ​ | 115,783
Earnings from operations | ​ | ​ | 32,367 | ​ | ​ | 35,244 | ​ | ​ | 67,548 | ​ | ​ | 61,789
Other (loss) income, net | ​ | ​ | 16,233 | ​ | ​ | 7,188 | ​ | ​ | 30,254 | ​ | ​ | 21,120
Earnings before income taxes | ​ | ​ | 48,600 | ​ | ​ | 42,432 | ​ | ​ | 97,802 | ​ | ​ | 82,909
Provision for income taxes | ​ | ​ | 12,953 | ​ | ​ | 9,599 | ​ | ​ | 26,584 | ​ | ​ | 18,607
Net earnings | ​ | ​ | 35,647 | ​ | ​ | 32,833 | ​ | ​ | 71,218 | ​ | ​ | 64,302
Less: net (loss) income attributable to noncontrolling interests | ​ | ​ | (12) | ​ | ​ | (11) | ​ | ​ | (43) | ​ | ​ | (16)
Net earnings attributable to Tootsie Roll Industries, Inc. | ​ | $ | 35,659 | ​ | $ | 32,844 | ​ | $ | 71,261 | ​ | $ | 64,318
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net earnings attributable to Tootsie Roll Industries, Inc. per share | ​ | $ | 0.49 | ​ | $ | 0.45 | ​ | $ | 0.98 | ​ | $ | 0.87
Dividends per share * | ​ | $ | 0.09 | ​ | $ | 0.09 | ​ | $ | 0.27 | ​ | $ | 0.27
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Average number of shares outstanding | ​ | ​ | 72,879 | ​ | ​ | 73,497 | ​ | ​ | 72,910 | ​ | ​ | 73,520
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Retained earnings at beginning of period | ​ | $ | 14,140 | ​ | $ | 15,359 | ​ | $ | 57,902 | ​ | $ | 62,949
Net earnings attributable to Tootsie Roll Industries, Inc. | ​ | ​ | 35,659 | ​ | ​ | 32,844 | ​ | ​ | 71,261 | ​ | ​ | 64,318
Cash dividends | ​ | ​ | (6,559) | ​ | ​ | (6,416) | ​ | ​ | (19,487) | ​ | ​ | (19,085)
Stock dividends | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (66,436) | ​ | ​ | (66,395)
Retained earnings at end of period | ​ | $ | 43,240 | ​ | $ | 41,787 | ​ | $ | 43,240 | ​ | $ | 41,787

​

*Does not include 3% stock dividend to shareholders of record on 3/5/25 and 3/6/24.

​

(The accompanying notes are an integral part of these statements.)

​

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TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(in thousands except per share amounts) (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Quarter Ended | ​ | Year to Date Ended
​ | ​ | September 30, 2025 | ​ | September 30, 2024 | ​ | September 30, 2025 | ​ | September 30, 2024
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net earnings |  | $ | 35,647 |  | $ | 32,833 |  | $ | 71,218 |  | $ | 64,302
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income, before tax: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency translation adjustments | ​ | ​ | 531 | ​ | ​ | (1,370) | ​ | ​ | 1,913 | ​ | ​ | (3,059)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pension and postretirement reclassification adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized gains (losses) for the period on postretirement and pension benefits | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Less: reclassification adjustment for (gains) losses to net earnings | ​ | ​ | (205) | ​ | ​ | (160) | ​ | ​ | (615) | ​ | ​ | (479)
Unrealized gains (losses) on postretirement and pension benefits | ​ | ​ | (205) | ​ | ​ | (160) | ​ | ​ | (615) | ​ | ​ | (479)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Investments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized gains (losses) for the period on investments | ​ | ​ | (4,453) | ​ | ​ | 6,470 | ​ | ​ | 51 | ​ | ​ | 7,453
Less: reclassification adjustment for (gains) losses to net earnings | ​ | ​ | — | ​ | ​ | (8) | ​ | ​ | (61) | ​ | ​ | (10)
Unrealized gains (losses) on investments | ​ | ​ | (4,453) | ​ | ​ | 6,462 | ​ | ​ | (10) | ​ | ​ | 7,443
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivatives: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized gains (losses) for the period on derivatives | ​ | ​ | (616) | ​ | ​ | 1,010 | ​ | ​ | 28 | ​ | ​ | 490
Less: reclassification adjustment for (gains) losses to net earnings | ​ | ​ | 117 | ​ | ​ | 481 | ​ | ​ | 2,066 | ​ | ​ | 1,694
Unrealized gains (losses) on derivatives | ​ | ​ | (499) | ​ | ​ | 1,491 | ​ | ​ | 2,094 | ​ | ​ | 2,184
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total other comprehensive income (loss), before tax | ​ | ​ | (4,626) | ​ | ​ | 6,423 | ​ | ​ | 3,382 | ​ | ​ | 6,089
Income tax expense (benefit) related to items of other comprehensive income (loss) | ​ | ​ | 1,249 | ​ | ​ | (1,885) | ​ | ​ | (355) | ​ | ​ | (2,212)
Total comprehensive earnings | ​ | ​ | 32,270 | ​ | ​ | 37,371 | ​ | ​ | 74,245 | ​ | ​ | 68,179
Comprehensive loss attributable to noncontrolling interests | ​ | ​ | (12) | ​ | ​ | (11) | ​ | ​ | (43) | ​ | ​ | (16)
Total comprehensive earnings attributable to Tootsie Roll Industries, Inc. | ​ | $ | 32,282 | ​ | $ | 37,382 | ​ | ​ | 74,288 | ​ | $ | 68,195

​

(The accompanying notes are an integral part of these statements.)

​

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TOOTSIE ROLL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year to Date Ended
​ | ​ | September 30, 2025 | ​ | September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES: | ​ | ​ | ​ | ​ | ​ | ​
Net earnings |  | $ | 71,218 |  | $ | 64,302
Adjustments to reconcile net earnings to net cash provided by operating activities: | ​ | ​ | ​ | ​ | ​ | ​
Depreciation | ​ | ​ | 14,051 | ​ | ​ | 13,717
Deferred income taxes | ​ | ​ | 43 | ​ | ​ | (883)
Amortization (accretion) of marketable security premiums / discounts, net | ​ | ​ | (4,832) | ​ | ​ | 1,560
Changes in operating assets and liabilities: | ​ | ​ | ​ | ​ | ​ | ​
Accounts receivable | ​ | ​ | (28,375) | ​ | ​ | (18,459)
Other receivables | ​ | ​ | 769 | ​ | ​ | 4,118
Inventories | ​ | ​ | (17,381) | ​ | ​ | (1,132)
Prepaid expenses and other assets | ​ | ​ | 5,809 | ​ | ​ | 3,581
Accounts payable and accrued liabilities | ​ | ​ | 11,915 | ​ | ​ | 10,256
Income taxes payable | ​ | ​ | 5,431 | ​ | ​ | (7,719)
Postretirement health care benefits | ​ | ​ | (656) | ​ | ​ | (488)
Deferred compensation and other liabilities | ​ | ​ | (704) | ​ | ​ | 1,249
Net cash provided by (used in) operating activities | ​ | ​ | 57,288 | ​ | ​ | 70,102
CASH FLOWS FROM INVESTING ACTIVITIES: | ​ | ​ | ​ | ​ | ​ | ​
Capital expenditures | ​ | ​ | (21,914) | ​ | ​ | (13,911)
Purchases of trading securities | ​ | ​ | (2,006) | ​ | ​ | (1,934)
Sales of trading securities | ​ | ​ | 2,070 | ​ | ​ | 482
Purchase of available for sale securities | ​ | ​ | (116,790) | ​ | ​ | (82,391)
Sale and maturity of available for sale securities | ​ | ​ | 46,797 | ​ | ​ | 65,578
Net cash provided by (used in) investing activities | ​ | ​ | (91,843) | ​ | ​ | (32,176)
CASH FLOWS FROM FINANCING ACTIVITIES: | ​ | ​ | ​ | ​ | ​ | ​
Shares purchased and retired | ​ | ​ | (6,483) | ​ | ​ | (2,196)
Dividends paid in cash | ​ | ​ | (19,497) | ​ | ​ | (19,062)
Proceeds from bank loans | ​ | ​ | 2,297 | ​ | ​ | 2,885
Repayment of bank loans | ​ | ​ | (2,297) | ​ | ​ | (2,908)
Net cash provided by (used in) financing activities | ​ | ​ | (25,980) | ​ | ​ | (21,281)
Effect of exchange rate changes on cash | ​ | ​ | 635 | ​ | ​ | (846)
Increase (decrease) in cash and cash equivalents | ​ | ​ | (59,900) | ​ | ​ | 15,799
Cash, cash equivalents and restricted cash at beginning of year | ​ | ​ | 139,193 | ​ | ​ | 76,290
Cash, cash equivalents and restricted cash at end of quarter | ​ | $ | 79,293 | ​ | $ | 92,089
​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental cash flow information: | ​ | ​ | ​ | ​ | ​ | ​
Income taxes paid, net | ​ | $ | 21,539 | ​ | $ | 26,861
Interest paid | ​ | $ | 163 | ​ | $ | 204
Stock dividend issued | ​ | $ | 66,289 | ​ | $ | 66,243

​

(The accompanying notes are an integral part of these statements.)

​

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Table of Contents

TOOTSIE ROLL INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(in thousands except per share amounts) (Unaudited)

​

Note 1 — Significant Accounting Policies

​

General Information

​

The foregoing data has been prepared from the unaudited financial records of Tootsie Roll Industries, Inc. (the “Company”). In the opinion of Management, all adjustments, which are of a normal recurring nature and necessary for a fair statement of the results for the interim period, have been reflected. Certain amounts previously reported have been reclassified to conform to the current year presentation. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not contain certain information and disclosures required by GAAP for comprehensive financial statements. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

​

Results of operations for the period ended September 30, 2025 are not necessarily indicative of results to be expected for the year to end December 31, 2025 because of the seasonal nature of the Company’s operations. Historically, the third quarter has been the Company’s largest net product sales quarter due to pre-Halloween net product sales.

​

Revenue Recognition

​

The Company’s revenues, primarily net product sales resulting from the sale of goods, reflect the consideration to which the Company expects to be entitled generally based on customer purchase orders. The Company records revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") Topic 606. Adjustments for estimated customer cash discounts upon payment, discounts for price adjustments, product returns, allowances, and certain advertising and promotional costs, including consumer coupons, are variable consideration and are recorded as a reduction of net product sales revenue in the same period the related net product sales are recorded. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. The Company identified changes in business conditions in each of the periods presented that changed Management’s estimated current and future liabilities for prior period obligations resulting in a reduction in accrued liabilities and an increase in net product sales of $200 and $3,725 in third quarter 2025 and 2024, respectively; and $1,600 and $5,965 in nine months 2025 and 2024, respectively. A net product sale is recorded when the Company delivers the product to the customer or, in certain instances, when the customer picks up the goods at the Company’s distribution center and thereby obtains control of such product. Amounts billed and due from our customers are classified as accounts receivable trade on the balance sheet and require payment on a short-term basis. Accounts receivable trade, less allowances, was $72,975, $43,811, $72,519, and $55,568 as of September 30, 2025, December 31, 2024, September 30, 2024, and December 31, 2023, respectively. Accounts receivable trade are unsecured. Shipping and handling costs of $15,434 and $15,442 in third quarter 2025 and 2024, respectively; and $42,397 and $42,897 in nine months 2025 and 2024, respectively, are included in selling, marketing and administrative expenses. Advertising cost of $1,931 and $1,281 in third quarter 2025 and 2024, respectively; and $4,054 and $2,930 in nine months 2025 and 2024, respectively, are included in selling, marketing and administrative expenses. Royalty income from sales-based licensing arrangements, pursuant to which revenue is recognized as the third-party licensee sales occur, and rental income are presented separately from net product revenue as rental and royalty revenue.

​

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Table of Contents

Leases

​

The Company identifies leases by evaluating its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than 12 months are classified as either operating or finance leases at the commencement date. For these leases, we record the present value of the minimum lease payments over the lease term as a lease liability with an offsetting right-of-use asset that is then presented net of any deferred rent or lease incentives. The discount rate used to calculate the present value of the minimum lease payments is our incremental borrowing rate, as the rate implicit in the lease is generally not known or determinable. The lease term includes any noncancelable period for which the Company has the right to use the asset as well as any future periods to which the Company has the right and intent to extend the lease under the terms of the lease agreement. Currently, all capitalized leases are classified as operating leases and the Company records rental expense on a straight-line basis over the term of the lease.

​

Segment Information

​

The Company uses the management approach to determine segments by evaluating the nature of the Company’s operating activities, the relative significance of operating segments to consolidated results, how management organizes the business, and by evaluating what the Company’s chief operating decision maker (“CODM”) regularly reviews in deciding how to allocate resources and in assessing operating performance. The Company has determined that it currently has one reportable segment. The Company’s Chief Executive Officer, the Company’s CODM, focuses on consolidated results, specifically consolidated net income (loss), in assessing operating performance and allocating resources.

​

Out-of-Period Bond Discount Accretion Third Quarter of Fiscal 2025

​

Subsequent to the filing of our fiscal 2024 Form 10-K in March 2025, and our second quarter 2025 Form 10-Q in May 2025, we determined that we were not accreting bond discounts to income as part of our investment portfolio. As a result, we under-recognized income relating to available for sale investments, as reported in Other (loss) income, net in 2023, 2024 and for the first two quarters of 2025 by a cumulative pre-tax amount of $4,495. We evaluated the error, both qualitatively and quantitatively, and determined that no prior interim or annual periods were materially misstated. Therefore, to correct the cumulative error on the Consolidated Financial Statements, the Consolidated Financial Statements for third quarter and nine months 2025 include pre-tax out-of-period adjustments of $4,495 and $3,231, respectively, that increased Other (loss) income, net by reclassifying unrealized gains from Accumulated other comprehensive loss.

​

Recent Accounting Pronouncements

​

In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures". The amendments in this update affect income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential effects of this amendment on its Consolidated Financial Statements and believes the adoption will not significantly impact the presentation of our financial condition, results of operations and disclosures.

​

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments in this update require disclosure, in the notes to the financial statements, of specific expense categories present within expense captions presented on the face of the income statement within continuing operations of public business entities. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently evaluating the potential effects of this amendment on its Consolidated Financial Statements and believes the adoption will not significantly impact the presentation of our financial condition, results or operations and disclosures.

​

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Table of Contents

Note 2 — Average Shares Outstanding

​

The average number of shares outstanding for nine months 2025 reflects aggregate stock purchases of 209 shares for $6,483, excluding excise taxes, and a 3% stock dividend of 2,118 shares distributed on April 4, 2025. The average number of shares outstanding for nine months 2024 reflects aggregate stock purchases of 77 shares for $2,196, excluding excise taxes, and a 3% stock dividend of 2,075 shares distributed on April 5, 2024.

​

Note 3 — Income Taxes

​

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The Company remains subject to examination by U.S. federal and state and foreign tax authorities for the years 2021 through 2023. The Company’s consolidated effective income tax rate was 26.7% and 22.6% in third quarter 2025 and 2024, respectively; and 27.2% and 22.4% in nine months 2025 and 2024, respectively.

​

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA introduces changes to United States tax policy, trade regulations, and federal spending priorities. Key provisions include the extension and modification of tax provisions from the 2017 Tax Cuts and Jobs Act, modification of certain energy-related tax credits and incentives, and timing of deductions related to certain domestic expenses. The Company is currently assessing the potential implications of the legislation on its operations and consolidated financial statements.

​

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Table of Contents

NOTE 4—Share Capital and Capital In Excess of Par Value:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Capital in
​ | ​ | ​ | ​ | ​ | ​ | ​ | Class B | ​ | ​ | ​ | ​ | ​ | ​ | Excess
​ | ​ | Common Stock | ​ | Common Stock | ​ | Treasury Stock | ​ | of Par
​ |  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Value
​ | ​ | (000’s) | ​ | ​ | ​ | ​ | (000’s) | ​ | ​ | ​ | ​ | (000’s) | ​ | ​ | ​ | ​ | ​ | ​
Balance at June 30,2025 | ​ | 41,808 | ​ | $ | 29,033 |  | 31,179 | ​ | $ | 21,652 |  | 108 | ​ | $ | (1,992) | ​ | $ | 847,308
Issuance of 3% stock dividend | ​ | — | ​ |  | — |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | —
Conversion of Class B common shares to common shares | ​ | 13 | ​ | ​ | 9 |  | (13) | ​ |  | (9) |  | — | ​ |  | — | ​ |  | —
Purchase and retirement of common shares and other | ​ | — | ​ | ​ | — |  | — | ​ | ​ | — |  | — | ​ | ​ | — | ​ | ​ | —
Balance at September 30, 2025 | ​ | 41,821 | ​ | $ | 29,042 |  | 31,166 | ​ | $ | 21,643 |  | 108 | ​ | $ | (1,992) | ​ | $ | 847,308
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at June 30,2024 | ​ | 41,213 | ​ | $ | 28,620 |  | 30,309 | ​ | $ | 21,048 |  | 105 | ​ | $ | (1,992) | ​ | $ | 802,253
Issuance of 3% stock dividend | ​ | — | ​ |  | — |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | —
Conversion of Class B common shares to common shares | ​ | 10 | ​ | ​ | 7 |  | (10) | ​ |  | (7) |  | — | ​ |  | — | ​ |  | —
Purchase and retirement of common shares and other | ​ | (77) | ​ | ​ | (53) |  | — | ​ | ​ | — |  | — | ​ | ​ | — | ​ | ​ | (2,166)
Balance at September 30, 2024 | ​ | 41,146 | ​ | $ | 28,574 |  | 30,299 | ​ | $ | 21,041 |  | 105 | ​ | $ | (1,992) | ​ | $ | 800,087
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2024 |  | 40,789 | ​ | $ | 28,325 |  | 30,286 | ​ | $ | 21,032 |  | 105 | ​ | $ | (1,992) | ​ | $ | 788,894
Issuance of 3% stock dividend |  | 1,213 | ​ |  | 842 |  | 908 | ​ |  | 630 |  | 3 | ​ |  | — | ​ |  | 64,816
Conversion of Class B common shares to common shares |  | 28 | ​ | ​ | 19 |  | (28) | ​ |  | (19) |  | — | ​ |  | — | ​ |  | —
Purchase and retirement of common shares and other |  | (209) | ​ | ​ | (144) |  | — | ​ | ​ | — |  | — | ​ | ​ | — | ​ | ​ | (6,402)
Balance at September 30, 2025 |  | 41,821 | ​ | $ | 29,042 |  | 31,166 | ​ | $ | 21,643 |  | 108 | ​ | $ | (1,992) | ​ | $ | 847,308
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2023 |  | 39,999 | ​ | $ | 27,777 |  | 29,445 | ​ | $ | 20,448 |  | 102 | ​ | $ | (1,992) | ​ | $ | 737,453
Issuance of 3% stock dividend |  | 1,196 | ​ |  | 830 |  | 882 | ​ |  | 613 |  | 3 | ​ |  | — | ​ |  | 64,800
Conversion of Class B common shares to common shares |  | 28 | ​ |  | 20 |  | (28) | ​ |  | (20) |  | — | ​ |  | — | ​ |  | —
Purchase and retirement of common shares and other |  | (77) | ​ | ​ | (53) |  | — | ​ | ​ | — |  | — | ​ | ​ | — | ​ | ​ | (2,166)
Balance at September 30, 2024 |  | 41,146 | ​ | $ | 28,574 |  | 30,299 | ​ | $ | 21,041 |  | 105 | ​ | $ | (1,992) | ​ | $ | 800,087

​

Note 5 — Fair Value Measurements

​

Current accounting guidance defines fair value as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Guidance requires disclosure of the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date. Guidance establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or liabilities as of

11

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the measurement date. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include Management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the table below.

​

As of September 30, 2025, December 31, 2024 and September 30, 2024 the Company held certain financial assets that are required to be measured at fair value on a recurring basis. These included derivative hedging instruments related to the foreign currency forward contracts and purchase of certain raw materials, investments in trading securities and available for sale securities. The Company’s available for sale securities principally consist of corporate bonds. The Company’s trading securities principally consist of mutual funds. The Company’s available for sale and trading securities, which utilize Level 2 inputs, are valued based on quoted market prices or alternative pricing sources with reasonable levels of price transparency.

​

The fair value of the Company’s industrial development bond at September 30, 2025, December 31, 2024 and September 30, 2024 was valued using Level 2 inputs which approximates the carrying value of $7,500 for the respective periods. Interest rates on the bond reset weekly based on current market conditions.

​

The following tables present information about the Company’s financial assets and liabilities measured at fair value as of September 30, 2025, December 31, 2024 and September 30, 2024 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Estimated Fair Value September 30, 2025
​ | ​ | Total | ​ | Input Levels Used
​ | ​ | Fair Value | ​ | Level 1 | ​ | Level 2 | ​ | Level 3
Cash and cash equivalents |  | $ | 78,895 |  | $ | 78,895 |  | $ | — |  | $ | —
Available for sale securities | ​ | ​ | 357,875 | ​ | ​ | 2,940 | ​ | ​ | 354,935 | ​ | ​ | —
Foreign currency derivatives | ​ | ​ | (61) | ​ | ​ | — | ​ | ​ | (61) | ​ | ​ | —
Commodity derivatives | ​ | ​ | (829) | ​ | ​ | (829) | ​ | ​ | — | ​ | ​ | —
Trading securities | ​ | ​ | 119,592 | ​ | ​ | 102,805 | ​ | ​ | 16,787 | ​ | ​ | —
Total assets measured at fair value | ​ | $ | 555,472 | ​ | $ | 183,811 | ​ | $ | 371,661 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Estimated Fair Value December 31, 2024
​ | ​ | ​ | Total | ​ | Input Levels Used
​ | ​ | ​ | Fair Value | ​ | ​ | Level 1 | ​ | ​ | Level 2 | ​ | ​ | Level 3
Cash and cash equivalents |  | $ | 138,841 |  | $ | 138,841 |  | $ | — |  | $ | —
Available for sale securities | ​ | ​ | 283,060 | ​ |  | 4,102 | ​ |  | 278,958 | ​ | ​ | —
Foreign currency derivatives | ​ | ​ | (818) | ​ |  | — | ​ |  | (818) | ​ | ​ | —
Commodity derivatives | ​ | ​ | (2,166) | ​ |  | (2,166) | ​ |  | — | ​ | ​ | —
Trading securities | ​ | ​ | 105,067 | ​ |  | 86,925 | ​ |  | 18,142 | ​ | ​ | —
Total assets measured at fair value | ​ | $ | 523,984 | ​ | $ | 227,702 | ​ | $ | 296,282 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Estimated Fair Value September 30, 2024
​ | ​ | ​ | Total | ​ | Input Levels Used
​ | ​ | ​ | Fair Value | ​ | ​ | Level 1 | ​ | ​ | Level 2 | ​ | ​ | Level 3
Cash and cash equivalents |  | $ | 91,711 |  | $ | 91,711 |  | $ | — |  | $ | —
Available for sale securities | ​ | ​ | 285,968 | ​ | ​ | 4,135 | ​ | ​ | 281,833 | ​ | ​ | —
Foreign currency derivatives | ​ | ​ | 187 | ​ | ​ | — | ​ | ​ | 187 | ​ | ​ | —
Commodity derivatives | ​ | ​ | (227) | ​ | ​ | (227) | ​ | ​ | — | ​ | ​ | —
Trading securities | ​ | ​ | 103,876 | ​ | ​ | 85,877 | ​ | ​ | 17,999 | ​ | ​ | —
Total assets measured at fair value | ​ | $ | 481,515 | ​ | $ | 181,496 | ​ | $ | 300,019 | ​ | $ | —

​

​

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Note 6 — Derivative Instruments and Hedging Activities

​

The Company uses derivative instruments, including foreign currency forward contracts and commodity futures contracts, to manage its exposures to foreign exchange and commodity prices. Commodity futures contracts are used as hedges of market price risks associated with the anticipated purchases of certain raw materials (primarily sugar). Foreign currency forward contracts are used as hedges of the Company’s exposure to the variability of cash flows, primarily related to the foreign exchange rate changes of products manufactured in Canada and sold in the United States, and periodic equipment purchases from foreign suppliers denominated in a foreign currency. The Company does not engage in trading or other speculative use of derivative instruments.

​

The Company recognizes all derivative instruments as either assets or liabilities at fair value in the Condensed Consolidated Statement of Financial Position. Derivative assets are recorded in other receivables and long-term other assets. Derivative liabilities are recorded in accrued liabilities and long-term other liabilities. The Company uses hedge accounting for its foreign currency and commodity derivative instruments. Derivatives that qualify for hedge accounting are designated as cash flow hedges by formally documenting the hedge relationships, including identification of the hedging instruments, the hedged items and other critical terms, as well as the Company’s risk management objectives and strategies for undertaking the hedge transaction. As of September 30, 2025, December 31, 2024 and September 30, 2024, all derivative instruments were accounted for using hedge accounting.

​

Changes in the fair value of the Company’s cash flow hedges are recorded in accumulated other comprehensive loss, net of tax, and are reclassified to earnings in the periods in which earnings are affected by the hedged item. Substantially all amounts reported in accumulated other comprehensive loss for commodity derivatives are expected to be reclassified to cost of goods sold; approximately $659, $158, and $12 of this accumulated comprehensive loss (gain) is expected to be reclassified to earnings in 2026, 2027 and 2028, respectively. Approximately $22 and $39 of the foreign currency derivatives loss, reported in accumulated other comprehensive loss, is expected to be reclassified to other income, net in 2025 and 2026, respectively.

​

The following tables summarize the Company’s outstanding derivative contracts and their effects on its Condensed Consolidated Statements of Financial Position at September 30, 2025, December 31, 2024 and September 30, 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, 2025
​ | ​ | Notional |  |  |  |
​ | ​ | Amounts | ​ | Assets | ​ | Liabilities
Derivatives designated as hedging instruments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency derivatives | ​ | $ | 10,928 | ​ | $ | — | ​ | $ | (61)
Commodity derivatives | ​ | ​ | 14,591 | ​ | ​ | 22 | ​ | ​ | (851)
Total derivatives | ​ | ​ | ​ | ​ | $ | 22 | ​ | $ | (912)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024
​ | ​ | Notional |  |  |  |
​ | ​ | Amounts | ​ | Assets | ​ | Liabilities
Derivatives designated as hedging instruments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency derivatives | ​ | $ | 26,129 | ​ | $ | — | ​ | $ | (818)
Commodity derivatives | ​ | ​ | 20,959 | ​ |  | 39 | ​ |  | (2,205)
Total derivatives | ​ | ​ | ​ | ​ | $ | 39 | ​ | $ | (3,023)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, 2024
​ | ​ | Notional |  |  |  |
​ | ​ | Amounts | ​ | Assets | ​ | Liabilities
Derivatives designated as hedging instruments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency derivatives | ​ | $ | 10,951 | ​ | $ | 187 | ​ | $ | -
Commodity derivatives | ​ | ​ | 18,682 | ​ | ​ | 489 | ​ | ​ | (716)
Total derivatives | ​ | ​ | ​ | ​ | $ | 676 | ​ | $ | (716)

​

​

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The effects of derivative instruments on the Company’s Condensed Consolidated Statements of Earnings and Retained Earnings and the Condensed Consolidated Statements of Comprehensive Earnings for periods ended September 30, 2025 and September 30, 2024 are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For Quarter Ended September 30, 2025
​ | ​ |  |  |  |  | Gain (Loss)
​ | ​ | ​ | ​ | Gain (Loss) | ​ | on Amount Excluded
​ | ​ | Gain (Loss) | ​ | Reclassified from | ​ | from Effectiveness
​ | ​ | Recognized | ​ | Accumulated OCI | ​ | Testing Recognized
​ | ​ | in OCI | ​ | into Earnings | ​ | in Earnings
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency derivatives | ​ | $ | (305) | ​ | $ | (5) | ​ | $ | —
Commodity derivatives | ​ | ​ | (311) | ​ | ​ | (112) | ​ | ​ | —
Total | ​ | $ | (616) | ​ | $ | (117) | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For Quarter Ended September 30, 2024
​ | ​ |  |  |  |  | Gain (Loss)
​ | ​ | ​ | ​ | Gain (Loss) | ​ | on Amount Excluded
​ | ​ | Gain (Loss) | ​ | Reclassified from | ​ | from Effectiveness
​ | ​ | Recognized | ​ | Accumulated OCI | ​ | Testing Recognized
​ | ​ | in OCI | ​ | into Earnings | ​ | in Earnings
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency derivatives | ​ | $ | 207 | ​ | $ | (25) | ​ | $ | —
Commodity derivatives | ​ | ​ | 803 | ​ | ​ | (456) | ​ | ​ | —
Total | ​ | $ | 1,010 | ​ | $ | (481) | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For Year to Date Ended September 30, 2025
​ | ​ |  |  |  |  | Gain (Loss)
​ | ​ | ​ | ​ | Gain (Loss) | ​ | on Amount Excluded
​ | ​ | Gain (Loss) | ​ | Reclassified from | ​ | from Effectiveness
​ | ​ | Recognized | ​ | Accumulated OCI | ​ | Testing Recognized
​ | ​ | in OCI | ​ | into Earnings | ​ | in Earnings
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency derivatives | ​ | $ | 523 | ​ | $ | (234) | ​ | $ | —
Commodity derivatives | ​ | ​ | (495) | ​ | ​ | (1,832) | ​ | ​ | —
Total | ​ | $ | 28 | ​ | $ | (2,066) | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For Year to Date Ended September 30, 2024
​ | ​ |  |  |  |  | Gain (Loss)
​ | ​ | ​ | ​ | Gain (Loss) | ​ | on Amount Excluded
​ | ​ | Gain (Loss) | ​ | Reclassified from | ​ | from Effectiveness
​ | ​ | Recognized | ​ | Accumulated OCI | ​ | Testing Recognized
​ | ​ | in OCI | ​ | into Earnings | ​ | in Earnings
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency derivatives | ​ | $ | (265) | ​ | $ | (151) | ​ | $ | —
Commodity derivatives | ​ | ​ | 755 | ​ | ​ | (1,543) | ​ | ​ | —
Total | ​ | $ | 490 | ​ | $ | (1,694) | ​ | $ | —

​

​

​

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Note 7 — Pension Plans

​

Since 2012, the Company has received periodic notices from the Bakery and Confectionery Union and Industry International Pension Fund (Plan), a multi-employer defined benefit pension plan for certain Company union employees, that the Plan’s actuary certified the Plan to be in “critical status”, as defined by the Pension Protection Act (PPA) and the Pension Benefit Guaranty Corporation (PBGC); and that a plan of rehabilitation was adopted by the trustees of the Plan in 2012. In 2015, the Plan was reclassified to “critical and declining status”, as defined by the PPA and PBGC, for the plan year beginning January 1, 2015. A designation of “critical and declining status” implies that the Plan is expected to become insolvent in the next 20 years. In 2016, the Company received new notices that the Plan’s trustees adopted an updated Rehabilitation Plan effective January 1, 2016, and all annual notices through 2024 have continued to classify the Plan in the “critical and declining status” category. In June 2024, the PBGC announced that it has approved the Plan’s application for Special Financial Assistance under the American Rescue Plan Act of 2021. The Plan was granted approximately $3.4 billion in Special Financial Assistance, funds and received those funds in July 2024. As a result of the Special Financial Assistance the plan status changed to “critical status” for 2024 and will be until the plan year ending in 2051. The Company’s actuary believes that it still remains unclear if the Plan can remain solvent through the targeted date of 2051 although as a requirement of the American Rescue Plan Act of 2021, the Plan must remain in “critical status” through 2051 regardless of solvency.

​

The Company has been advised that its withdrawal liability would have been $97,500, $102,200 and $96,000 if it had withdrawn from the Plan during 2024, 2023 and 2022 respectively, although these estimates do not consider the impact of the Special Financial Assistance received. The regulations under the aforementioned PBGC financial assistance could result in a higher withdrawal liability even with PBGC financial assistance since those regulations require use of settlement interest rates to value all, instead of a portion, of the present value of vested benefits in determining the Company’s withdrawal liability. In addition, for withdrawal liability purposes, PBGC regulations require the Special Financial Assistance to be phased-in over a period of time instead of being fully recognized immediately. While it is uncertain how the requirements imposed by the Special Financial Assistance will impact the Company’s withdrawal liability in the future, the Company’s actuary believes any withdrawal will continue to be limited to twenty annual payments that in total may be less than the above withdrawal liability. Should the Company actually withdraw from the Plan at a future date, a withdrawal liability, which could be different than the above discussed amounts, could be payable to the Plan.

​

The amended Rehabilitation Plan requires that employer contributions include 5% compounded annual surcharge increases each year for an unspecified period of time, which began January 2013 (in addition to the 5% interim surcharge initiated in 2012) as well as certain plan benefit reductions. In fourth quarter 2020, the Plan Trustees advised the Company that the surcharges would no longer increase and therefore be “frozen” at the rates and amounts in effect as of December 31, 2020 provided that the local bargaining union and the Company executed a formal consenting agreement by March 31, 2021, which occurred in the first quarter 2021. The agreement resulted in the “freezing” of such surcharges as of December 31, 2020. The Company’s pension expense for this Plan for nine months 2025 and 2024 was $2,572 and $2,579, respectively, which includes surcharges of $907 and $909, respectively, as required under the amended Rehabilitation Plan. The Company’s twelve months pension expense for this Plan for 2024 and 2023 was $3,332 and $3,516, respectively, which includes surcharges of $1,174 and $1,239, respectively.

​

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Note 8 — Accumulated Other Comprehensive Earnings (Loss)

​

The following tables set forth information with respect to accumulated other comprehensive earnings (loss):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ | Accumulated
​ | ​ | Foreign | ​ | ​ | ​ | Foreign | ​ | ​ | ​ | Postretirement | ​ | Other
​ | ​ | Currency | ​ | ​ | ​ | Currency | ​ | Commodity | ​ | and Pension | ​ | Comprehensive
​ | ​ | Translation | ​ | Investments | ​ | Derivatives | ​ | Derivatives | ​ | Benefits | ​ | Earnings (Loss)
Balance at June 30,2025 | ​ | $ | (23,405) |  | $ | 4,552 |  | $ | 180 |  | $ | (477) |  | $ | 2,136 |  | $ | (17,014)
Other comprehensive earnings (loss) before reclassifications* | ​ | ​ | 531 | ​ | ​ | (3,375) | ​ | ​ | (230) | ​ | ​ | (236) | ​ | ​ | — | ​ | ​ | (3,310)
Reclassifications from accumulated other comprehensive loss | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3 | ​ | ​ | 84 | ​ | ​ | (154) | ​ | ​ | (67)
Other comprehensive earnings (loss) net of tax | ​ | ​ | 531 | ​ | ​ | (3,375) | ​ | ​ | (227) | ​ | ​ | (152) | ​ | ​ | (154) | ​ | ​ | (3,377)
Balance at September 30, 2025 | ​ | $ | (22,874) | ​ | $ | 1,177 | ​ | $ | (47) | ​ | $ | (629) | ​ | $ | 1,982 | ​ | $ | (20,391)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at June 30,2024 | ​ | $ | (22,739) |  | $ | (1,615) |  | $ | (34) |  | $ | (1,127) |  | $ | 1,641 |  | $ | (23,874)
Other comprehensive earnings (loss) before reclassifications | ​ | ​ | (1,370) | ​ | ​ | 4,904 | ​ | ​ | 156 | ​ | ​ | 609 | ​ | ​ | — | ​ | ​ | 4,299
Reclassifications from accumulated other comprehensive loss | ​ | ​ | — | ​ | ​ | (4) | ​ | ​ | 19 | ​ | ​ | 346 | ​ | ​ | (122) | ​ | ​ | 239
Other comprehensive earnings (loss) net of tax | ​ | ​ | (1,370) | ​ | ​ | 4,900 | ​ | ​ | 175 | ​ | ​ | 955 | ​ | ​ | (122) | ​ | ​ | 4,538
Balance at September 30, 2024 | ​ | $ | (24,109) | ​ | $ | 3,285 | ​ | $ | 141 | ​ | $ | (172) | ​ | $ | 1,519 | ​ | $ | (19,336)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2024 | ​ | $ | (24,787) |  | $ | 1,184 |  | $ | (621) |  | $ | (1,642) |  | $ | 2,448 |  | $ | (23,418)
Other comprehensive earnings (loss) before reclassifications* | ​ | ​ | 1,913 | ​ | ​ | 39 | ​ | ​ | 397 | ​ | ​ | (375) | ​ | ​ | — | ​ | ​ | 1,974
Reclassifications from accumulated other comprehensive loss | ​ | ​ | — | ​ | ​ | (46) | ​ | ​ | 177 | ​ | ​ | 1,388 | ​ | ​ | (466) | ​ | ​ | 1,053
Other comprehensive earnings (loss) net of tax | ​ | ​ | 1,913 | ​ | ​ | (7) | ​ | ​ | 574 | ​ | ​ | 1,013 | ​ | ​ | (466) | ​ | ​ | 3,027
Balance at September 30, 2025 | ​ | $ | (22,874) | ​ | $ | 1,177 | ​ | $ | (47) | ​ | $ | (629) | ​ | $ | 1,982 | ​ | $ | (20,391)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2023 | ​ | $ | (21,050) |  | $ | (2,359) |  | $ | 228 |  | $ | (1,915) |  | $ | 1,883 |  | $ | (23,213)
Other comprehensive earnings (loss) before reclassifications | ​ | ​ | (3,059) | ​ | ​ | 5,650 | ​ | ​ | (201) | ​ | ​ | 574 | ​ | ​ | — | ​ | ​ | 2,964
Reclassifications from accumulated other comprehensive loss | ​ | ​ | — | ​ | ​ | (6) | ​ | ​ | 114 | ​ | ​ | 1,169 | ​ | ​ | (364) | ​ | ​ | 913
Other comprehensive earnings (loss) net of tax | ​ | ​ | (3,059) | ​ | ​ | 5,644 | ​ | ​ | (87) | ​ | ​ | 1,743 | ​ | ​ | (364) | ​ | ​ | 3,877
Balance at September 30, 2024 | ​ | $ | (24,109) | ​ | $ | 3,285 | ​ | $ | 141 | ​ | $ | (172) | ​ | $ | 1,519 | ​ | $ | (19,336)

​

*Includes the after-tax impact of reclassifying bond discount accretion as discussed in Note 1.

​

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The amounts reclassified from accumulated other comprehensive income (loss) consisted of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Details about Accumulated Other | ​ | Quarter Ended | ​ | Year to Date Ended | ​ | Location of (Gain) Loss
Comprehensive Income Components | ​ | September 30, 2025 | ​ | September 30, 2024 | ​ | September 30, 2025 | ​ | September 30, 2024 | ​ | Recognized in Earnings
Investments | ​ | $ | — | ​ | $ | (8) | ​ | $ | (61) | ​ | $ | (10) | ​ | Other income, net
Foreign currency derivatives | ​ | ​ | 5 | ​ | ​ | 25 | ​ | ​ | 234 | ​ | ​ | 151 | ​ | Other income, net
Commodity derivatives | ​ | ​ | 112 | ​ | ​ | 456 | ​ | ​ | 1,832 | ​ | ​ | 1,543 | ​ | Product cost of goods sold
Postretirement and pension benefits | ​ | ​ | (205) | ​ | ​ | (160) | ​ | ​ | (615) | ​ | ​ | (479) | ​ | Other income, net
Total before tax | ​ | ​ | (88) | ​ | ​ | 313 | ​ | ​ | 1,390 | ​ | ​ | 1,205 | ​ | ​
Tax (expense) benefit | ​ | ​ | 21 | ​ | ​ | (74) | ​ | ​ | (337) | ​ | ​ | (292) | ​ | ​
Net of tax | ​ | $ | (67) | ​ | $ | 239 | ​ | $ | 1,053 | ​ | $ | 913 | ​ | ​

​

​

​

Note 9 — Restricted Cash

​

Restricted cash comprises certain cash deposits of the Company’s Spanish subsidiary with international banks that are pledged as collateral for letters of credit and bank borrowings.

​

Note 10 — Bank Loans

​

Bank loans consist of short term (less than 120 days) borrowings by the Company’s Spanish subsidiary that are held by international banks. The weighted-average interest rate as of September 30, 2025 and 2024 was 4.9% and 6.1%, respectively.

​

Note 11 — Leases

​

The Company leases certain buildings, land and equipment that are classified as operating leases. These leases have remaining lease terms of up to approximately 16 years. Operating lease cost totaled $373 and $362 in the third quarter 2025 and 2024, respectively, and $1,104 and $1,086 in nine months 2025 and 2024, respectively. Cash paid for operating lease liabilities totaled $363 and $349 in the third quarter of 2025 and 2024, respectively, and $1,071 and $939 in nine months 2025 and 2024, respectively. As of September 30, 2025 and 2024, operating lease right-of-use assets were $5,293 and $6,313, respectively, and operating lease liabilities were $5,649 and $6,622, respectively. The weighted-average remaining lease term related to these operating leases was 11.0 years and 11.0 years as of September 30, 2025 and 2024, respectively. The weighted-average discount rate related to the Company’s operating leases was 3.6% as of both September 30, 2025 and 2024. Maturities of the Company’s operating lease liabilities at September 30, 2025 are as follows: $460 in 2025 (rest of year), $783 in 2026, $709 in 2027, $315 in 2028, $119 in 2029 and $3,263 thereafter.

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The Company, as lessor, rents certain commercial real estate to third-party lessees. The September 30, 2025 and 2024 cost related to these leased properties was $51,228 and $51,370, respectively, and the accumulated depreciation related to these leased properties was $19,898 and $18,756, respectively. Terms of such leases, including renewal options, may be extended for up to fifty-five years, many of which provide for periodic adjustment of rent payments based on changes in consumer or other price indices. The Company recognizes lease income on a straight-line basis over the lease term. Lease income was $1,831 and $1,839 in third quarter 2025 and 2024, respectively, and $5,444 and $5,261 in nine months 2025 and 2024, respectively, and is classified in cash flows from operating activities.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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This financial review discusses the Company’s financial condition, results of operations, liquidity and capital resources and other matters. Dollars are presented in thousands, except per share amounts. This review should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and related notes included in this Form 10-Q and with the Company’s Consolidated Financial Statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

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Net product sales were $230,614 in third quarter 2025 compared to $223,891 in third quarter 2024, an increase of $6,723 or 3.0%. Nine months 2025 net product sales were $530,325 compared to $524,174 in nine months 2024, an increase of $6,151 or 1.2%. Domestic (U.S.) net product sales in third quarter and nine months 2025 increased by 3.8% and 2.4% compared to the corresponding period in the prior year; and foreign net product sales, including exports to foreign markets and the effects of foreign translations, decreased 6.1% and 12.2%, respectively, compared to the corresponding periods in the prior year. For the third quarter and nine months 2025, domestic sales represented 92.3% and 92.5%, respectively, of total consolidated net product sales. Successful marketing and sales programs contributed to higher domestic sales in third quarter 2025 compared to the prior year third quarter, however, the timing of sales, including seasonal sales, between second and third quarter 2025 did provide some additional benefit to third quarter 2025 when compared to third quarter 2024. The Company continued to face some challenges in nine months 2025 as customers and consumers became more resistant to higher prices, and these headwinds had some adverse effect on sales in nine months 2025.

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Product cost of goods sold was $152,741 in third quarter 2025 compared to $148,266 in third quarter 2024, and $346,368 in nine months 2025 compared to $350,730 in nine months 2024. Product cost of goods sold includes $315 and $240 of certain deferred compensation expenses in third quarter 2025 and 2024, respectively, and $627 and $727 of certain deferred compensation expenses in nine months 2025 and 2024, respectively. These deferred compensation expenses principally resulted from the changes in the market value of investments and investment income from trading securities relating to compensation deferred in previous years and are not reflective of current operating results. Excluding the adjustment for deferred compensation expenses, product cost of goods sold increased from $148,026 in third quarter 2024 to $152,426 in third quarter 2025, an increase of $4,400 or 3.0%; and decreased from $350,003 in nine months 2024 to $345,741 in nine months 2025, a decrease of $4,262 or 1.2%. As a percentage of net product sales, adjusted product cost of goods sold was 66.1% and 66.1% in third quarter 2025 and 2024, respectively, an increase of 0.1 percentage points; and 65.2% and 66.8% in nine months 2025 and 2024, respectively, a decrease of 1.6 percentage points. Third quarter and nine months 2025 product cost of goods sold and gross profit margins benefited from higher price realization implemented to restore margins, improvements in plant manufacturing operating efficiencies, and certain cost reductions.

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Many companies in the consumer products industry have increased selling prices in order to improve price realization in response to increasing input costs in recent years. We have implemented price increases as well during this period in order to mitigate certain input cost increases and recover our margin declines. Although we made progress in restoring our margins in third quarter and nine months 2025, certain ingredients and packaging materials unit costs, particularly cocoa and chocolate, have increased in nine months 2025 compared to 2024. Cocoa and chocolate prices continue at significantly elevated levels compared to historical prices in past years. We have experienced continuing higher costs for these ingredients during 2025 and expect this to continue in fourth quarter 2025 and into 2026 because many of our older supply contracts at lower prices expired in early 2025. Although the Company continues to monitor its input costs, we are mindful of the effects and limits when passing on the above-discussed higher input costs to our customers as well as the final consumers of our products.

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The Company uses the Last-In-First-Out (LIFO) method of accounting for inventory and costs of goods sold which generally results in lower current net earnings and income taxes during such periods of increasing costs and higher inflation. As a result, the above discussed higher input costs, including cocoa and chocolate, have had increasingly adverse effects on our gross profit margins this year.

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Selling, marketing and administrative expenses were $47,031 in third quarter 2025 compared to $41,825 in third quarter 2024; and $120,783 in nine months 2025 compared to $115,783 in nine months 2024. Selling, marketing

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and administrative expenses include $7,019 and $4,560 of certain deferred compensation expenses in third quarter 2025 and 2024, respectively, and $13,963 and 13,855 of certain deferred compensation expenses in nine months 2025 and 2024, respectively. As discussed above, these expenses principally result from changes in the market value of investments and investment income from trading securities relating to compensation deferred in previous years and are not reflective of current operating results. Excluding the adjustment for deferred compensation expenses, selling, marketing and administrative expenses increased from $37,265 in third quarter 2024 to $40,012 in third quarter 2025, an increase of $2,747 or 7.4%; and increased from $101,928 in nine months 2024 to $106,820 in nine months 2025, an increase of $4,892 or 4.8%. As a percentage of net product sales, adjusted selling, marketing and administrative expenses increased from 16.6% in third quarter 2024 to 17.4% in third quarter 2025, an unfavorable change of 0.8 percentage points; and from 19.4% in nine months 2024 to 20.1% in nine months 2025, an unfavorable change of 0.7 percentage points. These higher expenses as a percentage of sales principally reflect higher advertising expense as well as the adverse effects of higher wages, salaries, and benefits, and certain other expenses increasing at a higher rate than sales during these comparative periods. Many of our selling, marketing and administrative expenses are fixed and increase with wage and other inflationary increases and do not change significantly with changes in sales.

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Selling, marketing and administrative expenses include $15,434 and $15,442 for customer freight, delivery and warehousing expenses in third quarter 2025 and 2024, respectively, a decrease of $8 or 0.1%; and $42,397 and $42,897 in nine months 2025 and 2024, respectively, a decrease of $500 or 1.2%. These expenses were 6.7% and 6.9% of net product sales in third quarter 2025 and 2024, respectively; and 8.0% and 8.2% of net product sales in nine months 2025 and 2024, respectively. Customer freight and delivery unit costs were favorable in third quarter and nine months 2025 compared to the corresponding periods in 2024.

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As outlined in Note 1 to the consolidated financial statements, the Company records revenue from net product sales based on accounting guidance. Adjustments for estimated customer cash discounts upon payment, discounts for price adjustments, product returns, allowances and certain advertising and promotional costs, including consumer coupons, are variable consideration and are recorded as a reduction of net product sales revenue in the same period the related net product sales are recorded. These estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. The Company identified changes in business conditions in each of the periods presented that changed Management’s estimated current and future liabilities for prior period obligations resulting in a reduction in accrued liabilities and an increase in net product sales of $200 and $3,725 in third quarter 2025 and 2024, respectively; and $1,600 and $5,965 in nine months 2025 and 2024, respectively.

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Earnings from operations were $32,367 in third quarter 2025 compared to $35,244 in third quarter 2024; and were $67,548 in nine months 2025 compared to $61,789 in nine months 2024. Earnings from operations include $7,334 and $4,800 of certain deferred compensation expenses in third quarter 2025 and 2024, respectively; and include $14,590 and $14,582 of certain deferred compensation expenses in nine months 2025 and 2024, respectively, which are discussed above. Adjusting for these deferred compensation expenses, adjusted earnings from operations were $39,701 and $40,044 in third quarter 2025 and 2024, respectively, a decrease of $343 or 0.9%; and $82,138 and $76,371 in nine months 2025 and 2024, respectively, an increase of $5,767 or 7.6%. As a percentage of net product sales, these adjusted operating earnings were 17.2% and 17.9% in third quarter 2025 and 2024, respectively, an unfavorable 0.7 percentage point change; and 15.5% and 14.6% in nine months 2025 and 2024, respectively, a favorable 0.9 percentage point change. The effects of the favorable changes in management’s estimates of certain sales allowances, discounts, and promotions in the prior year 2024 comparative periods, as discussed above, have an adverse effect when compared to third quarter and nine months 2025 adjusted operating earnings. Improvement in gross profit margins, as discussed above, was the principal driver of the improvement in operating earnings in nine months 2025.

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Other income, net was $16,233 in third quarter 2025 compared to $7,188 in third quarter 2024; and $30,254 in nine months 2025 compared to $21,120 in nine months 2024. Other income, net also includes net gains and investment income of $7,334 and $4,800 for third quarter 2025 and 2024, respectively, and $14,590 and $14,582 in nine months 2025 and 2024, respectively, on trading securities which provide an economic hedge of the Company’s deferred compensation liabilities on trading securities. The changes in net investment activity on trading securities in third quarter and nine months 2025 and 2024 reflect the overall favorable changes in the equity markets during these periods. These changes were substantially offset by a like amount of deferred compensation expense included in

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product cost of goods sold and selling, marketing, and administrative expenses in the respective periods as discussed above.

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Management believes the comparisons presented in the preceding paragraphs, after adjusting for changes in deferred compensation, are useful to our investors and other users of our financial information in assessing the operations of the Company.

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Other income, net includes investment income from available for sale securities and cash equivalents of $8,614 and $2,367 for third quarter 2025 and 2024, respectively; and $15,560 and $6,344 in nine months 2025 and 2024, respectively. As discussed in Note 1 to the Consolidated Financial Statements, we determined that we were not accreting bond discounts to income as part of our investment portfolio and under-recognized income relating to available for sale investments. We evaluated the error, both qualitatively and quantitatively, and determined that no prior interim or annual periods were materially misstated. Therefore, to correct the cumulative error, Other Income, net includes pre-tax out-of-period adjustments of $4,495 and $3,231, for third quarter and nine months 2025, respectively, which resulted from reclassifying unrealized gains from Accumulated other comprehensive loss. The increases in 2025 investment income also reflect the higher interest rate environment in 2025, including the maturities of prior investments at lower yields, as well as higher average balances held in third quarter and nine months 2025 compared to the corresponding period in the prior year. Other Income, Net includes an insurance recovery of $1,307 in nine months 2025 and pre-tax gains (losses) on foreign exchange of $91 and $6 in third quarter 2025 and 2024, respectively, and $(1,297) and $126 in nine months 2025 and 2024, respectively.

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The Company’s effective income tax rates were 26.7% and 22.6% in third quarter 2025 and 2024, respectively, and 27.2% and 22.4% in nine months 2025 and 2024, respectively. These higher effective tax rates principally reflect the adverse effect of certain deferred compensation that will not be deductible for income taxes when paid in future periods.

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Net earnings attributable to Tootsie Roll Industries, Inc. were $35,659 (after $12 net loss attributed to non-controlling interests) in third quarter 2025 compared to $32,844 (after $11 net loss attributed to non-controlling interests) in third quarter 2024, and earnings per share were $0.49 and $0.45 in third quarter 2025 and 2024, respectively, an increase of $0.04 per share, or 8.9%. Nine months 2025 net earnings attributable to Tootsie Roll Industries, Inc. were $71,261 (after $43 net loss attributed to non-controlling interests) compared to nine months 2024 net earnings of $64,318 (after $16 net loss attributed to non-controlling interests), and net earnings per share were $0.98 and $0.87 in nine months 2025 and nine months 2024, respectively, an increase of $0.11 per share or 12.6%. Earnings per share attributable to Tootsie Roll Industries, Inc. for third quarter and nine months 2025 benefited from the reduction in average shares outstanding resulting from purchases in the open market by the Company of its common stock during the preceding twelve months. Average shares outstanding decreased from 73,497 at third quarter 2024 to 72,879 at third quarter 2025, and from 73,520 in nine months 2024 to 72,910 in nine months 2025.

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Goodwill and intangibles, principally trademarks, are assessed annually as of December 31 or whenever events or circumstances indicate that the carrying values may not be recoverable from future cash flows. The Company has not identified any triggering events, as defined, or other adverse information that would indicate a material impairment of its goodwill or intangibles in third quarter or nine months 2025. Although management has not identified any trigging events at this time relating to its intangibles, factors outlined in the Company’s risk factors discussed on Form 10-K for the year ended December 31, 2024, could change this assessment in the future.

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Beginning in 2012, the Company has received periodic notices from the Bakery and Confectionery Union and Industry International Pension Fund (Plan), a multi-employer defined benefit pension plan for certain Company union employees, that the Plan’s actuary certified the Plan to be in “critical status”, as defined by the Pension Protection Act (PPA) and the Pension Benefit Guaranty Corporation (PBGC); and that a plan of rehabilitation was adopted by the trustees of the Plan in 2012. In 2015, the Plan was reclassified to “critical and declining status”, as defined by the PPA and PBGC, for the plan year beginning January 1, 2015. A designation of “critical and declining status” implies that the Plan is expected to become insolvent in the next 20 years. In 2016, the Company received new notices that the Plan’s trustees adopted an updated Rehabilitation Plan effective January 1, 2016, and all annual notices through 2024 have continued to classify the Plan in the “critical and declining status” category. In June 2024, the PBGC announced that it had approved the Plan’s application for Special Financial Assistance under the American Rescue Plan Act of 2021. The Plan was granted approximately $3.4 billion in Special Financial Assistance funds and

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received those funds in July 2024. As a result of the Special Financial Assistance, the plan status changed to “critical status” for 2024, which continues in 2025.

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The Company’s actuary believes that it still remains unclear if the Plan can remain solvent through the targeted date of 2051, even though a requirement of the American Rescue Plan Act of 2021 is that the Plan will remain in “critical status” through 2051 regardless of solvency. The regulations under the aforementioned PBGC financial assistance could result in a higher withdrawal liability even with PBGC financial assistance since those regulations require use of settlement interest rates to determine the present value of all, instead of a portion, of vested benefits in determining the Company’s withdrawal liability. In addition, for withdrawal liability purposes, PBGC regulations require that the Special Financial Assistance be phased-in over a period of time instead of fully recognized immediately. While it is uncertain how the requirements imposed by the Special Financial Assistance will impact the Company’s withdrawal liability in the future, the Company’s actuary believes Plan withdrawals will continue to be limited to the twenty annual payments discussed below and that those payments will not likely be affected by Special Financial Assistance regulation.

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Based on these updated notices, the Plan’s funded percentage (plan investment assets as a percentage of plan liabilities), as defined, were 45.2%, 47.0%, and 49.3% as of January 1, 2024, 2023, and 2022, respectively (these valuation dates are as of the beginning of each Plan year and reflect the most recent information available). These funded percentages are based on actuarial values, as defined, and do not reflect the actual market value of Plan investments as of these dates. If the market value of investments had been used as of January 1, 2024, the funded percentage would be 41.7% (not 45.2%). As of the January 1, 2024 valuation date (most recent valuation available), only 15% of Plan participants were current active employees, 55% were retired or separated from service and receiving benefits, and 30% were retired or separated from service and entitled to future benefits. The number of current active employee Plan participants as of January 1, 2024 rose 2% from the previous year and 1% over the past two years. When compared to the Plan valuation date of January 1, 2011 (just prior to the Plan being certified to be in “critical status”), current active employee participants have declined 54%, whereas participants who were retired or separated from service and receiving benefits increased 1% and participants who were retired or separated from service and entitled to future benefits increased 2%.

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The Company has been advised that its withdrawal liability would have been $97,500, $102,200 and $96,000 if it had withdrawn from the Plan during 2024, 2023 and 2022, respectively (most recent information provided by the Plan). The most recent decrease in the withdrawal liability as advised by the Plan was primarily driven by an increase in the PBGC interest rates used to value a portion of the present value of vested benefits (the Plan uses a blended interest rate assumption). As discussed above, the Plan was granted $3.4 billion in Special Financial Assistance in July 2024. The withdrawal liability, since it is calculated as of the end of 2023 as if the Company were to have withdrawn in 2024, does not include any of the $3.4 billion Special Financial Assistance. After receiving the Special Financial Assistance, the Plan will be required to use PBGC interest rates to value all, instead of a portion, of the present value of vested benefits to provide an estimate of the Company’s withdrawal liability. In addition, for withdrawal liability purposes, PBGC regulations require the Special Financial Assistance to be phased-in over a period of time instead of fully recognized immediately. The impact of the Special Financial Assistance on the withdrawal liability has not been assessed by the Plan as of the date of this report.

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Based on the Company’s most recent actuarial estimates using the information provided by the Plan with respect to its 2024 withdrawal liability (based on most recent information provided to the Company) and certain provisions in ERISA and laws relating to withdrawal liability payments, management believes that the Company’s liability had the Company withdrawn in 2024 would likely be limited to twenty annual payments of $2,664 which have a present value in the range of $31,262 to $37,654 depending on the interest rate used to discount these payments. While the Company’s actuarial consultant did not believe that the Plan will suffer a future mass withdrawal (as defined) of participating employers, in the event of a mass withdrawal, the Company’s annual withdrawal payments would theoretically be payable in perpetuity. Based on the same actuarial estimates, had a mass withdrawal occurred in 2024, the present value of such perpetuities is in the range of $43,650 to $69,266 and would apply in the unlikely event that substantially all employers withdraw from the Plan. The aforementioned is based on a range of valuations and interest rates which the Company’s actuary has advised is provided under the statute. Should the Company actually withdraw from the Plan at a future date, a withdrawal liability, which could be higher than the above discussed amounts, could be payable to the Plan.

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In fourth quarter 2020, the Plan Trustees advised the Company that the surcharges would no longer increase annually and therefore be “frozen” at the rates and amounts in effect as of December 31, 2020 provided that the local bargaining union and the Company executed a formal consent agreement by March 31, 2021. The Trustees advised that they have concluded that continuing increases in surcharges would likely have a long-term adverse effect on the solvency of the Plan. The Trustees also concluded that further increases would result in increasing financial hardships and withdrawals of participating employers, and that this change will not have a material effect on the Plan’s insolvency date. In first quarter 2021, the local bargaining union and the Company executed this agreement which resulted in the “freezing” of such surcharges as of December 31, 2020.

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The Company’s pension expense for this Plan for nine months 2025 and 2024 was $2,572 and $2,579, respectively. The aforementioned expense includes surcharges of $907 and $909 for nine months 2025 and 2024, respectively, as required under the amended plan of rehabilitation. The Company’s twelve months pension expense for this Plan for 2024 and 2023 was $3,332 and $3,516 respectively, which includes surcharges of $1,174 and $1,239, respectively.

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During second quarter 2023, the Company and the union concluded negotiations and entered into a new labor contract which expires in September 2027. Under terms of the union contract the Company is obligated to continue its participation in the Plan during the contract period. The Company is unable to determine the ultimate outcome of the above discussed multi-employer union pension matter and therefore is unable to determine the effects on its consolidated financial statements, but the ultimate outcome could have a material adverse effect on the Company’s consolidated results of operations or cash flows in one or more future periods. See also Note 7 of the Company’s Notes to Consolidated Financial Statements on Form 10-K for the year ended December 31, 2024.

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Our operations and sales are principally in North America, and our cross-border transactions with Canada and Mexico qualify under the USMCA free-trade agreement. Certain ingredients, including cocoa, chocolate, and edible oils, as well as some packaging and other purchases, do have foreign origins outside of USMCA. Until such time that more clarity regarding tariffs, as well as possible retaliatory tariffs, is forthcoming, we are not able to ascertain the effects of more permanent tariffs on our business. Nonetheless, the Company has recently performed an internal analysis of the effects of the current tariffs, some of which are temporary, reciprocal, or “base-line” minimum 10% tariffs, that affect certain foreign sourced ingredients, packaging materials and supplies. Based on this analysis, Management believes that current tariffs are estimated to have approximately $6,900 of adverse annual (12 months) effects on our consolidated earnings from operations. When the permanent tariffs are finally determined, should they be above or below the current tariff rates, our estimated annual increase in tariff costs should be adjusted accordingly. There has been some discussion in the Trump administration that ingredients that cannot be sourced in the USA (e.g. cocoa) may be exempt from future tariffs. In addition, the Company does purchase manufacturing equipment from foreign sources, principally the European Union, and therefore, such purchases will become more costly due to new tariffs being imposed.

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The Company is focused on the longer term and therefore is continuing to make investments in plant manufacturing operations to meet new consumer and customer product demands, achieve product quality improvements, expand capacity in certain product lines, and increase operational efficiencies in order to provide genuine value to consumers.

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LIQUIDITY AND CAPITAL RESOURCES

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Net cash flows provided by operating activities were $57,288 and $70,102 in nine months 2025 and 2024, respectively, an unfavorable decrease of $12,814. The decrease in cash flows from operating activities reflects improvements during the fourth quarter of 2024 in working capital management, primarily related to inventory and accounts receivable, that accelerated seasonal networking capital benefits. During the lower off-peak season, management effectively reduced year-end inventory and accounts receivable balances as of December 31, 2024 as compared to December 31, 2023 which caused a larger increase in working capital during the first nine months of 2025 as compared to the first nine months of 2024.

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Cash flows used in investing activities were $91,843 and $32,176 in nine months 2025 and 2024, respectively, a unfavorable increase of $59,667. The increase in cash flows from investing activities principally reflects an increase in purchases of available for sale securities, and a decrease in sales and maturities of available for sales investments. Nine months 2025 and 2024 investing activities also include capital expenditures of $21,914 and $13,911, respectively. The Company is currently pursuing a plant expansion, including additions to and replacement of certain processing and packaging lines, to better meet higher level of forecasted demand for certain products on a timelier and more cost-effective basis. The plant expansion is expected to take place over the next five years with most of the capital expenditures expected to occur in 2026 and 2027. The total cost of this expansion will approximate $75,000 to $85,000, which includes estimated normal and recurring capital expenditures over the five year period at this plant location, and is expected to be funded from the Company’s cash flow from operations and internal sources.

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The Company’s condensed consolidated financial statements include bank borrowings of $1,011 and $1,078 at September 30, 2025 and 2024, respectively, all of which relate to its Spanish subsidiary. The Company had no other outstanding bank borrowings at September 30, 2025 and 2024.

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Financing activities include Company common stock purchases and retirements of $6,483 and $2,196 in nine months 2025 and 2024, respectively. Cash dividends of $19,497 and $19,062 were paid in nine months 2025 and 2024, respectively.

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The Company’s current ratio (current assets divided by current liabilities) was 2.8 to 1 at September 30, 2025 compared to 3.8 to 1 at December 31, 2024 and 3.6 to 1 at September 30, 2024. Net working capital was $196,184 at September 30, 2025 compared to $246,319 and $247,685 at December 31, 2024 and September 30, 2024, respectively. Included in net working capital is cash and cash equivalents and short-term investments totaling $119,830 at September 30, 2025 compared to $194,630 and $163,211 at December 31, 2024 and September 30, 2024, respectively. In addition, long term investments, principally debt securities comprising corporate bonds, were $436,532 at September 30, 2025, as compared to $332,338 and $318,344 at December 31, 2024 and September 30, 2024, respectively. Aggregate cash and cash equivalents and short and long-term investments were $556,362, $526,968, and $481,555, at September 30, 2025, December 31, 2024 and September 30, 2024, respectively, including $119,592, $105,067, and $103,876 at September 30, 2025, December 31, 2024 and September 30, 2024, respectively, relating to trading securities which are used as an economic hedge for the Company’s deferred compensation liabilities.

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Investments in available for sale securities, primarily high-quality corporate bonds, that matured during nine months 2025 and 2024, were generally used in working capital, capital expenditures or were replaced with debt securities of similar maturities. The net unrealized gain (loss) on available for sale investments was approximately $1,600 and $4,300 at September 30, 2025 and 2024, respectively. The Company believes it is likely to hold most of these securities to maturity and therefore does not expect to ultimately realize a substantial portion of any of unrealized losses on individual investments (see also Item 3 below, QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK).

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The Company periodically contributes to a VEBA trust, managed and controlled by the Company, to fund the estimated future costs of certain employee health, welfare and other benefits. The Company funded $20,000 to the VEBA trust in 2023. No contribution was made during nine months 2025 or 2024. The Company has and will continue to use these VEBA funds to pay the actual cost of such benefits through part or all of 2027. The VEBA trust held $10,989, $13,926 and $16,345 of aggregate cash and cash equivalents at September 30, 2025, December 31, 2024 and September 30, 2024, respectively. This asset value is included in prepaid expenses and long-term other assets in the Company’s Condensed Consolidated Statement of Financial Position. These assets primarily comprise cash and corporate bonds and are categorized as Level 1 and Level 2 within the fair value hierarchy.

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ACCOUNTING PRONOUNCEMENTS

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See Note 1 of the Company’s Condensed Consolidated Financial Statements.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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See Note 1 of the Company’s Condensed Consolidated Financial Statements for more information related to our use of estimates in the preparation of financial statements as well as information related to material changes in our significant accounting policies that were included in our 2024 Form 10-K.

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FORWARD-LOOKING STATEMENTS

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This discussion and certain other sections contain forward-looking statements that are based largely on the Company’s current expectations and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “anticipated,” “believe,” “expect,” “intend,” “estimate,” “project,” “plan” and other words of similar meaning in connection with a discussion of future operating or financial performance and are subject to certain factors, risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements. Such factors, risks, trends and uncertainties, which in some instances are beyond the Company’s control, include the effects of U.S. tariffs as well as retaliatory tariffs and other import fees and surcharges by other countries, the ability to recover increases in input costs through price increases and restoring margins, the overall competitive environment in the Company’s industry, successful distribution and sell-through during Halloween and other seasons, the availability of cocoa and chocolate at reasonable prices given that these markets are significantly elevated and volatile, and changes in assumptions, judgments and risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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The risk factors referred to above are believed to be significant factors, but not necessarily all of the significant factors that could cause actual results to differ from those expressed in any forward-looking statement. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made only as of the date of this report. The Company undertakes no obligation to update such forward-looking statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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The Company is exposed to various market risks, including fluctuations in and sufficient availability of sugar, corn syrup, edible oils, including palm oils, cocoa, chocolate, dextrose, milk and whey, gum-base input ingredients, packaging, and fuel costs principally relating to freight and delivery fuel surcharges. The Company generally enters into annual supply contracts and hedges certain commodities (primarily sugar) to control and plan for such cost changes. The Company has experienced significant increases in its ingredient and packaging costs in recent years, and cocoa and chocolate costs continue at elevated levels compared to longer-term historical prices. The Company has entered into longer-range supply contracts for its cocoa and chocolate needs in 2025 and much of 2026 in order to help ensure supply and reduce the risk of further increases in these ingredients. However, these extended cocoa and chocolate supply contracts are at significantly higher costs than in recent years. The cocoa market is experiencing unprecedented volatility and highs, and remains a risk for the intermediate term and possibly for a longer term. In addition, the current temporary tariffs, as well as the permanent tariffs, as discussed above in Item 2, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, adds to the market risks of certain ingredients, packaging materials and supplies, and will likely have some adverse impact on these costs.

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The Company is exposed to exchange rate fluctuations in the Canadian dollar which is the currency used for a portion of the raw material and packaging material costs and all labor, benefits and local plant operating costs at its Canadian plants. The Company generally enters into Canadian dollar forward contracts to hedge the Canadian currency risk. The Company is exposed to exchange rate fluctuations in Mexico, Canada, and Spain where its subsidiaries sell products in their local currencies. The Company invests principally in corporate bonds (available for sale securities) with an average maturity of three to five years, to manage its interest rate risk. While the Company generally holds these investments to maturity, the Company would sell prior to maturity if it was considered beneficial to do so for tax-planning strategies, credit quality, improved yield opportunities in consultation with its investment advisors, or if the Company required the funds to finance a significant reinvestment in the Company, including an acquisition.

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The Company believes that the above discussed policies and programs limit the Company’s exposure to significant interest rate fluctuations. Other than the cocoa and chocolate market and tariffs as discussed above, there have been no material changes in the Company’s market risks that would significantly affect the disclosures made in the Form 10-K for the year ended December 31, 2024.

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ITEM 4. CONTROLS AND PROCEDURES

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Under the supervision and with the participation of Management, the Chief Executive Officer and Chief Financial Officer of the Company have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2025 and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed to ensure that information is accumulated and communicated to Management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

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ITEM 1A. RISK FACTORS

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The following update to our risk factors should be read in conjunction with the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our 2024 Annual Report on Form 10-K (the "2024 Form 10-K") filed with the SEC. Except as described herein, the Company is not aware of any material changes with respect to the risk factors disclosed in our 2024 Form 10-K.

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Our business and operating results could be materially adversely affected by the imposition of tariffs and other surcharges on our products and the ingredients, packaging and operating equipment and supplies used in our products.

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Our products are principally produced and sold in North America. Product shipped and transferred between the United States and our Canada and Mexico manufacturing operations qualify under the U.S.-Mexico-Canada Agreement (“USMCA”) and under the current regulation, continue to be tariff-free. If regulators decide to impose tariffs, or other surcharges are levied by Canada and Mexico, on products that previously qualified under USMCA, the impact of tariffs on our cross-border shipments could be significant. Notwithstanding, we procure certain ingredients, including cocoa, chocolate and edible oils, as well as some packaging and other operating equipment and supplies, from sources outside of the United States which are currently subject to tariffs. Certain purchases are at higher costs in 2025 due to the current tariffs. Imposing tariffs on goods we either import directly or purchase from suppliers who import certain materials would have a negative impact on our business. We may be able to mitigate some of this impact by evaluating our sourcing strategies or working with our vendors, but in many instances the inputs we need are only available from certain areas of the world outside of the United States. Until such time that more clarity regarding tariffs, as well as possible retaliatory tariffs, is forthcoming, we are not able to ascertain the full effect of tariffs on our business.

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The Company anticipates continued developments in food industry legislation and regulatory requirements at the federal and state level and such developments could adversely affect our business and operating results.

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With recent leadership changes at the U.S. Department of Health and Human Services and the U.S. Food and Drug Administration (“FDA”) and various state legislation, the food industry is subject to increasing laws and regulations, as well as changes in consumer expectations and behavior. For example, in April 2025, it was announced that the FDA intends to phase out the approved use of petroleum-based synthetic dyes in food products. Many states, including West Virginia, have passed, or are in the process of passing, legislation that prohibits or restricts the sales of products with petroleum-based synthetic dyes within their respective states. The Company anticipates continued developments in food industry legislation and regulatory requirements at the federal and state level. The significance of the impact remains uncertain at this time, as the Company continues to monitor and evaluate the evolving legal and regulatory landscape.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASE OF EQUITY SECURITIES

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The following table summarizes the Company’s purchases of its common stock during the quarter ended September 30, 2025:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  |  |  |  |  |  | (d) Approximate Dollar
​ | ​ | (a) Total | ​ | ​ | ​ | (c) Total Number of Shares | ​ | Value of Shares that
​ | ​ | Number of | ​ | (b) Average | ​ | Purchased as Part of | ​ | May Yet Be Purchased
​ | ​ | Shares | ​ | Price Paid per | ​ | Publicly Announced Plans | ​ | Under the Plans
Period | ​ | Purchased | ​ | Share | ​ | Or Programs | ​ | or Programs
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Jul 1 to Jul 31 | ​ | — | ​ | $ | — | ​ | Not Applicable | ​ | Not Applicable
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Aug 1 to Aug 31 | ​ | — | ​ | ​ | — | ​ | Not Applicable | ​ | Not Applicable
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sep 1 to Sep 30 | ​ | — | ​ | ​ | — | ​ | Not Applicable | ​ | Not Applicable
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total | ​ | — | ​ | $ | — | ​ | Not Applicable | ​ | Not Applicable

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While the Company does not have a formal or publicly announced stock purchase program, the Company’s board of directors periodically authorizes a dollar amount for share purchases. The treasurer executes share purchase transactions according to these guidelines.

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ITEM 6. EXHIBITS

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

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

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Exhibit 32 — Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Exhibit 101.INS - 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.

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Exhibit 101.SCH - XBRL Taxonomy Extension Schema Document.

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Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document.

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Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase Document.

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Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document.

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Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase Document.

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Exhibit 104 - Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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 thereunto duly authorized.

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​ | ​ | ​ | ​ | ​
​ | ​ | TOOTSIE ROLL INDUSTRIES, INC.
​ | ​ | ​ | ​
Date: | November 7, 2025 | ​ | BY: | /s/ ELLEN R. GORDON
​ | ​ | ​ | Ellen R. Gordon
​ | ​ | ​ | Chairman and Chief
​ | ​ | ​ | Executive Officer
​ | ​ | ​ | ​
Date: | November 7, 2025 | ​ | BY: | /s/ G. HOWARD EMBER, JR.
​ | ​ | ​ | G. Howard Ember, Jr.
​ | ​ | ​ | Vice President Finance and
​ | ​ | ​ | Chief Financial Officer

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​

​

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