--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-272309" form_type: "8-K" ticker: null cik: "0001644406" company_name: "Hostess Brands, Inc." filed_at: "2023-11-07T23:59:59+00:00" generated_at: "2026-06-08T15:43:10.981510+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Hostess Brands completes acquisition by Smucker; shares converted to $30 cash plus 0.03002 Smucker shares ## Summary - Offer accepted 69.25M shares (52.10% of outstanding) plus 22.1M via guaranteed delivery; minimum condition met. - Merger closed Nov 7, 2023; each Hostess share exchanged for $30 cash and 0.03002 Smucker common shares. - Company delisted from Nasdaq; intends to file Form 15 to suspend SEC reporting obligations. - All pre-merger directors and executive officers resigned; replaced by Smucker appointees including John Brase as President. ## SEC filing metadata - accession: 0001193125-23-272309 - form_type: 8-K - cik: 0001644406 - company_name: Hostess Brands, Inc. - filed_at: 2023-11-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/d927425d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-272309 - JSON: https://secwatch.observer/filing/0001193125-23-272309.json - Plain text: https://secwatch.observer/filing/0001193125-23-272309.txt ## Key facts - Executive change Robert C. Weber departed as Executive Officer at Hostess Brands, Inc.. - Action: replaced - Role: Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Darryl P. Riley departed as Executive Officer at Hostess Brands, Inc.. - Action: replaced - Role: Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Gretchen R. Crist resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Tucker H. Marshall was appointed as Chief Financial Officer at Hostess Brands, Inc.. - Action: became director and Chief Financial Officer - Role: Chief Financial Officer source text: As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Andrew P. Callahan resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Olu Beck resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change John P. Brase was appointed as President at Hostess Brands, Inc.. - Action: became director and President - Role: President source text: As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Adrian A. Poretti departed as Executive Officer at Hostess Brands, Inc.. - Action: replaced - Role: Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Ioannis Skoufalos resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Jeannette L. Knudsen was appointed as Chief Legal Officer and Secretary at Hostess Brands, Inc.. - Action: became director, Chief Legal Officer and Secretary - Role: Chief Legal Officer and Secretary source text: As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Rachel P. Cullen resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Arist R. Mastorides departed as Executive Officer at Hostess Brands, Inc.. - Action: replaced - Role: Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Craig D. Steeneck resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Peter O. Farah was appointed as Vice President and Assistant Secretary at Hostess Brands, Inc.. - Action: appointed Vice President and Assistant Secretary - Role: Vice President and Assistant Secretary source text: As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Travis E. Leonard departed as Executive Officer at Hostess Brands, Inc.. - Action: replaced - Role: Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Daniel J. O’Leary departed as Executive Officer at Hostess Brands, Inc.. - Action: replaced - Role: Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Nadeem S. Ali was appointed as Vice President and Treasurer at Hostess Brands, Inc.. - Action: appointed Vice President and Treasurer - Role: Vice President and Treasurer source text: As of the Effective Time, in accordance with the Merger Agreement, John P. Brase as President, Jeannette L. Knudsen as Chief Legal Officer and Secretary, Tucker H. Marshall as Chief Financial Officer, Nadeem S. Ali as Vice President and Treasurer, and Peter O. Farah as Vice President and Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Hugh G. Dineen resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Laurence Bodner resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Jerry D. Kaminski resigned as Director at Hostess Brands, Inc.. - Action: resigned - Role: Director source text: at the Effective Time, each of the directors of the Company (Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Andrew P. Callahan resigned as President and Chief Executive Officer at Hostess Brands, Inc.. - Action: resigned - Role: President and Chief Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - Executive change Jolyn J. Sebree departed as Executive Officer at Hostess Brands, Inc.. - Action: replaced - Role: Executive Officer source text: at the Effective Time, each of the executive officers of the Company (Andrew P. Callahan, Travis E. Leonard, Arist R. Mastorides, Daniel J. O’Leary, Adrian A. Poretti, Darryl P. Riley, Jolyn J. Sebree, and Robert C. Weber) were replaced in their respective positions as the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm - M&A Transactions Hostess Brands, Inc. underwent a change of control involving The J. M. Smucker Company for $30.00 in cash and 0.03002 Smucker common shares (closed 2023-11-07). - Action: change of control - Counterparty: The J. M. Smucker Company - Consideration: $30.00 in cash and 0.03002 Smucker common shares - Closing: 2023-11-07 source text: and all of the issued and outstanding shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), of the Company in exchange for (i) $30.00 in cash (the “Cash Consideration”) and (ii) 0.03002 Smucker common shares, no par value (together with the Cash Consideration, the “Offer Consideration”), plus cash in lieu of evidence_url: https://www.sec.gov/Archives/edgar/data/1644406/000119312523272309/0001193125-23-272309-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.