Tootsie Roll Industries, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)


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Tootsie Roll Industries, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Tootsie Roll Industries, Inc.

7401 South Cicero Avenue, Chicago, Illinois 60629

March 27, 2026

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of your Company to be held on Wednesday, May 6, 2026, at 12:00 noon, Eastern Daylight Saving Time, in Suite 200, One James Center, 901 East Cary Street, Richmond, Virginia.

At the meeting, you will be asked to consider and vote upon the election of six directors, a proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for the 2026 fiscal year and a non-binding, advisory resolution approving executive compensation.

The formal Notice of the Annual Meeting of Shareholders and the Proxy Statement follow. It is important that your shares be represented and voted at the meeting, regardless of the size of your holdings. Accordingly, please promptly mark, sign and date the enclosed proxy and return it in the enclosed envelope, whether or not you intend to be present at the Annual Meeting of Shareholders.


Sincerely,

Ellen R. Gordon
Chairman of the Board and Chief Executive Officer

Tootsie Roll Industries, Inc.

7401 South Cicero Avenue, Chicago, Illinois 60629

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 6, 2026

To the Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of TOOTSIE ROLL INDUSTRIES, INC. will be held in Suite 200, One James Center, 901 East Cary Street, Richmond, Virginia, on Wednesday, May 6, 2026, at 12:00 noon, Eastern Daylight Saving Time, for the following purposes:

To elect the full board of six directors;

To consider and act upon ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;

To consider and act upon a non-binding, advisory resolution approving named executive officer compensation for fiscal 2025; and

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only shareholders of record at the close of business on March 5, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. The relative voting rights of the Company’s Common Stock and Class B Common Stock in respect of the Annual Meeting and the matters to be acted upon at such meeting are described in the accompanying Proxy Statement.

Your attention is directed to the accompanying Proxy, Proxy Statement and 2025 Annual Report of Tootsie Roll Industries, Inc.

By Order of the Board of Directors

Barry P. Bowen, Assistant Secretary

Chicago, Illinois

March 27, 2026

NOTE: Please mark, date and sign the enclosed Proxy and return it promptly in the enclosed envelope whether or not you plan to attend the Annual Meeting in person. You may revoke your Proxy at any time before it is voted.

Tootsie Roll Industries, Inc.

7401 South Cicero Avenue, Chicago, Illinois 60629

PROXY STATEMENT

Annual Meeting of Shareholders—May 6, 2026

SOLICITATION OF PROXIES

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Tootsie Roll Industries, Inc. (referred to as the “Company,” “we” or “us” below) of the accompanying proxy for the Annual Meeting of Shareholders of the Company to be held on Wednesday, May 6, 2026, and at any adjournments or postponements thereof. The purpose of the meeting is for the shareholders of the Company to: (1) elect six directors to terms of office expiring at the 2027 Annual Meeting of Shareholders; (2) consider and act upon a proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026; (3) consider and act upon a non-binding, advisory resolution approving named executive officer compensation for fiscal 2025; and (4) transact such other business as may properly come before the meeting and any adjournments thereof.

Proxies in the accompanying form properly executed and received by the Company prior to the meeting and not revoked, will be voted as directed therein on all matters presented at the meeting. In the absence of a specific direction from the shareholder, proxies will be voted for the named director nominees, for the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm and for the resolution approving named executive officer compensation for fiscal 2025. The Board of Directors does not know of any other matters to be brought before the meeting; however, if other matters should properly come before the meeting it is intended that the persons named in the accompanying proxy will vote thereon at their discretion. Any shareholder may revoke his or her proxy by giving written notice of revocation to the Assistant Secretary of the Company, at any time before it is voted, by executing a later dated proxy which is voted at the meeting or by attending the meeting and voting his or her shares in person.

The Board of Directors has fixed the close of business on March 5, 2026 as the record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Annual Meeting of Shareholders to be held on May 6, 2026 and at any adjournments or postponements thereof. As of the close of business on March 5, 2026, there were outstanding and entitled to vote 41,822,917 shares of Common Stock and 31,163,713 shares of Class B Common Stock. Each share of Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. Therefore, the Common Stock will be entitled to a total of 41,822,917 votes and the Class B Common Stock will be entitled to a total of 311,637,130 votes. The Common Stock and the Class B Common Stock will vote together as a single class with respect to the election of directors and all other matters submitted to the Company’s shareholders at the meeting. This Proxy Statement and the enclosed form of proxy are being mailed to shareholders of the Company on or about March 27, 2026.

The entire cost of soliciting proxies in the accompanying form will be borne by the Company. Proxies will be solicited by mail, and may be solicited personally by directors, officers or regular employees of the Company who will not receive special compensation for such services. Upon request, the Company will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy material to beneficial owners of shares of the Company’s Common Stock and Class B Common Stock.

VOTING INFORMATION

A shareholder may, with respect to the election of directors (i) vote for the election of all named director nominees, (ii) withhold authority to vote for all named director nominees or (iii) vote for the election of all named director nominees other than any nominee with respect to whom the shareholder withholds authority to vote by so indicating in the appropriate space on the proxy. A shareholder may, with respect to ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm and in regard to the resolution to approve named executive officer compensation for fiscal 2025 (i) vote “FOR” the proposal, (ii) vote “AGAINST” the proposal or (iii)

“ABSTAIN” from voting on the proposal. Proxies properly executed and received by the Company prior to the meeting and not revoked will be voted as directed therein on all matters presented at the meeting. In the absence of a specific direction from the shareholder, proxies will be voted for the election of all named director nominees, for ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm and for the resolution approving named executive officer compensation for fiscal 2025. If a proxy indicates that all or a portion of the votes represented by such proxy are not being voted with respect to a particular matter, such non-votes will not be counted in connection with the vote on such matter, although such votes will count for purposes of determining the presence of a quorum.

The affirmative vote of a plurality of the votes present in person or by proxy at the meeting and entitled to vote in the election of directors is required to elect directors. Thus, assuming a quorum is present, the six persons receiving the greatest number of votes will be elected to serve as directors. Withholding authority to vote for a director(s) and non votes with respect to the election of directors will not affect the outcome of the election of directors. With respect to the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for 2026 and the resolution approving named executive officer compensation for fiscal 2025, the number of votes cast for the proposal must exceed the number of votes cast against for it to be approved. If a quorum is present, non-votes and abstentions will not affect the outcome of each matter at the meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

It is the intention of the persons named in the accompanying proxy to vote for the election of each of the six persons named in the table below as a director of the Company to serve until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. All of such nominees are now directors of the Company, having been previously elected as directors by the shareholders of the Company or named to the Board subsequent to the 2025 Annual Meeting of Shareholders. In the event any of the nominees, all of whom have expressed an intention to serve if elected, fail to stand for election, the persons named in the proxy presently intend to vote for a substitute nominee designated by the Board of Directors. The information concerning the nominees and their shareholdings has been furnished by them to the Company.

The following table sets forth information with respect to the six nominees for election as directors:


Name, Age and Other Positions, if any, with Company		Period Served As Director and Business Experience During Past 5 Years
Ellen R. Gordon, 94, Chairman of the Board and Chief Executive Officer		Director since 1969; Chairman and Chief Executive Officer since 2015; President and Chief Operating Officer from 1978 to 2025; Director and Vice-President of HDI Investment Corp., a family investment company. Mrs. Gordon brings to the Board an in-depth knowledge of all aspects of the Company and comprehensive industry knowledge from her many years of experience in the confectionery industry. Mrs. Gordon has also served extensively on the boards of several nationally recognized graduate business and medical schools and on the board of a large public company where she also chaired its audit committee.
Karen G. Mills, 72		Director since 2025; President of Tootsie Roll Industries 2025-Present; Senior Fellow, Harvard Business School, 2014-2025; Cabinet member and Administrator, U.S. Small Business Administration 2009-2013; Investor in venture capital and private equity 1983-2008; Director of Skillsoft, Inc. since 2021. Mrs. Mills is an experienced financial and operating executive with leadership experience in consumer goods, manufacturing and technology companies. Mrs. Mills is the daughter of Ellen R. Gordon.
Michael A. Chodos, 67(1)(2)		Director since 2025; Principal at the Law Offices of Michael Chodos, 1984 to the present; Chief Legal Officer and Corporate Secretary of Medsphere Systems Corporation from 2020 to 2023; General Counsel, Senior Vice President, Notarize, Inc. from 2016 to 2020. Mr. Chodos is a seasoned corporate counsel, entrepreneur, and board advisor, with many years of transactional, corporate finance, governance, compliance, labor relations, regulatory and government relations experience across a broad range of enterprises.
Virginia L. Gordon, 73		Director since 2021; Private investor who has served on the boards of several national and local public service and charitable organizations; Director of HDI Investment Corp., a family investment company. Ms. Gordon has an in-depth knowledge of the Company and possesses knowledge of the Company’s history as a result of being a significant shareholder and the Gordon family’s involvement for many years. Ms. Gordon is the daughter of Ellen R. Gordon.
Lana Jane Lewis-Brent, 79(1)(2)		Director since 1988; President of Paul Brent Designer, Inc. since 1992; former President of Sunshine-Jr. Stores, Inc. Mrs. Lewis-Brent possesses knowledge of the Company’s history and brings to the Board in depth operational skills as well as a retailer’s perspective of the confectionery industry by virtue of her executive management experience in the convenience store industry, which represents an important outlet for the Company’s products.

Paula M. Wardynski, 68(1)(2)

Director since 2015; Senior Vice-President-Finance of Twenty-First Century Fox, Inc. 2007-2019. Ms. Wardynski is a seasoned financial executive and brings to the Board a broad range of financial and managerial skills as well as corporate governance experience in a public company environment, having served for many years in a senior executive capacity at one of the premier international media and entertainment companies in the world.

(1)	Member of the Audit Committee.

(2)	Member of the Compensation Committee.

Director Independence and Corporate Governance. The Board of Directors has determined that the non-management directors, except for Virginia L. Gordon, are independent under the New York Stock Exchange (“NYSE”) listing standards because they have no direct or indirect relationship with the Company other than through their service on the Board of Directors and as shareholders. Shareholders and other interested parties who wish to communicate with the non management members of the Board of Directors may do so by writing to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Audit Committee Chairman, c/o Assistant Corporate Secretary. The Company’s Corporate Governance Guidelines, which are posted on its website, www.tootsie.com/financials/, provide that the Chair of the Audit Committee shall preside over executive sessions of the non management directors. The Company has also adopted a Code of Business Conduct and Ethics, which applies to all directors and employees, and which meets the Securities and Exchange Commission (“SEC”) criteria for a “code of ethics.” The Code of Business Conduct and Ethics is posted on the Company’s website www.tootsie.com. The Board of Directors periodically reviews succession planning for the Company’s senior management including planning for the succession of Mrs. Gordon. Mrs. Gordon is engaged in the day to day operation of the Company’s business and strategic planning. The information contained on the Company’s website is not a part of this proxy statement.

Meeting Attendance. The Board of Directors held four meetings in 2025. The Board of Directors has two standing committees, the Audit Committee and the Compensation Committee. During 2025, all directors attended at least 75 percent of the meetings of the Board of Directors and the Committees of which they were members. Mrs. Gordon, the Company’s Chairman and Chief Executive Officer, attended the 2025 Annual Meeting of Shareholders.

Audit Committee. The Audit Committee, which was established in accordance with section 3(a)(58) of the Securities Exchange Act of 1934, operates under a written charter approved by the Board of Directors, a copy of which is posted on www.tootsie.com. The Audit Committee held five meetings during 2025. The Audit Committee is composed of three directors who qualify as “independent” and “financially literate” under the NYSE listing standards and rules of the SEC. The Board of Directors has not identified any member of the Audit Committee to be qualified as an “audit committee financial expert” as such term is defined by rules of the SEC and the Board does not believe that given the capabilities of the members of the Audit Committee it has been necessary to have or recruit a member who would qualify as an audit committee financial expert as defined by the SEC.

Compensation Committee. The Compensation Committee administers and makes awards under the Tootsie Roll Industries, Inc. Management Incentive Plan. This committee is composed of three directors who qualify as “independent” under the NYSE listing standards. Otherwise, the entire Board of Directors is responsible for determining the compensation structure and amounts for the executive officers, including the Chief Executive Officer and President, except that the Chief Executive Officer and the President recuse themselves from votes regarding their own compensation or in circumstances where their participation, as executive officers of the Company, would affect compliance with federal securities law. Since the Company is a “controlled company” under the NYSE listing standards (see “Controlled Company Status” below), this committee does not maintain a written charter and the entire Board of Directors makes compensation decisions with regard to the Chief Executive Officer or other executive officers as described above. Given the Company’s status as a controlled company, the Board believes that this allocation of responsibilities between the Compensation Committee and the full Board for compensation decisions is appropriate. The Compensation Committee held one meeting during 2025. This committee has not delegated any of its duties to others.

The Company has engaged Compensation Strategies, Inc., an executive compensation consulting firm selected by management and approved by the Board, to provide advice and assistance to both management and the Board regarding the Company’s executive compensation practices. Compensation Strategies, Inc. is referred to below as the “consultant.” The consultant conducts periodic reviews of total compensation of the Company’s executive officers, based on the process described in the Compensation Discussion and Analysis section below, for review by management and the Board of Directors in determining the appropriate levels of compensation for each executive officer. The consultant only provides executive compensation consulting services. The consultant does not attend meetings of the Board of Directors or of the Compensation Committee but is available to answer questions. Work performed by Compensation Strategies, Inc. did not raise any conflict of interest.

Director Nominations. As a controlled company under NYSE listing standards, the Company is permitted to have the entire Board of Directors discuss and determine the nominees for election to the Board and oversee the Company’s corporate governance. The Board does not believe that given the current size and composition of the Board that it needs to have a separately designated nominating committee to perform this function. The Board will consider director candidates recommended by shareholders, but the Board does not otherwise have a policy with regard to the consideration of director candidates recommended by shareholders, nor has it established any specific minimum qualifications that it believes must be met by a nominee for director, whether recommended by it or by a shareholder, or any specific qualities or skills that it believes are necessary for one or more of its directors to possess, as it believes that it can adequately consider the suitability and qualifications of any such candidates on a case by case basis. The Board does not currently have a policy for identifying or evaluating nominees for director, including nominees recommended by shareholders. If a candidate for nomination is recommended by a shareholder, the Board would evaluate that candidate in the same manner as all other candidates to be nominees for director. As set forth in its Corporate Governance Guidelines, the Board is committed to a diversified membership, in terms of both the individuals involved and their various experiences and areas of expertise. The Board does not have a formal policy with respect to diversity in identifying or selecting nominees for the Board, but in evaluating nominees, the Board assesses the background of each candidate in a number of different ways including how the individual’s qualifications complement, strengthen and enhance those of existing Board members as well as the future needs of the Board. Any shareholder wishing to recommend a candidate for nomination as a director should do so in writing addressed to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Ellen R. Gordon, Chairman. See “Shareholder Proposals for 2026 and 2027 Annual Meetings” below in this proxy statement for information regarding procedures that must be followed by shareholders in order to nominate directors at the 2026 Annual Meeting.

Board Leadership Structure and Role in Risk Oversight. The Company’s Corporate Governance Guidelines provide that the Board shall be free to choose its chair in any way it deems best for the Company at any time. The Board believes that it is desirable to have the flexibility to decide whether the roles of Chairman of the Board and Chief Executive Officer should be combined or separate in light of the Company’s circumstances from time to time. The Board currently combines the role of Chairman of the Board with the role of Chief Executive Officer and does not have a lead independent director. The Board believes this currently provides an efficient and effective leadership model for the Company, especially given the relatively small size of the Company’s Board. The Company’s independent directors bring experience, oversight and expertise from outside the Company and industry, while the non-independent directors bring Company specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance.

The Audit Committee has been designated by the Board to take the lead in overseeing risk management at the Board level. The charter for the Audit Committee requires that it discuss policies and guidelines to govern the process by which risk assessment and risk management are handled and that it meet periodically with management to review and assess the Company’s major financial risk exposures and the manner in which such risks are being monitored and controlled. In this role, the Audit Committee considers the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures designed to respond to and mitigate these risks. Although the Board’s primary risk oversight has been assigned to the Audit Committee, the full Board also receives information about the Company’s risk management and the most significant risks that the Company faces, including cybersecurity risks, and addresses the Company’s management of these risks. In addition to an ongoing compliance program, the Board encourages management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and

day to day business operations. The Board believes its current leadership structure supports effective risk oversight by facilitating the flow of risk information to the Board, while the Audit Committee’s oversight of key risk areas and the Board’s periodic review of significant risks provide appropriate independent oversight.

Controlled Company Status. The Company is a “controlled company” under the NYSE listing standards since the Gordon family collectively holds more than 50% of the total voting power of the outstanding capital stock of the Company.

DIRECTOR COMPENSATION

As described more fully below, this chart summarizes the annual compensation of the Company’s directors during 2025. Mrs. Gordon and Mrs. Mills received no compensation for their services as directors. Mrs. Gordon’s compensation as Chief Executive Officer is set forth below under “Executive Compensation.”


		Fees Earned			All Other
Name		or Paid in Cash			Compensation			Total
Michael A. Chodos		$	140,740		$	—		$	140,740
Virginia L. Gordon			138,000			—			138,000
Lana Jane Lewis-Brent			150,000			—			150,000
Karen G. Mills(1)			—			1,010,443			1,010,443
Barre A. Seibert			9,260			—			9,260
Paula M. Wardynski			160,000			2,000			162,000

(1)

Karen G. Mills became President of the Company in June 2025. The amounts included in this table consist of compensation earned as President of the Company in 2025.

Non management directors received the following cash compensation for 2025:

●

An annual retainer of $130,000;

●

$2,000 for Board meetings attended;

●

An annual retainer of $10,000 for serving on the Audit Committee and $20,000 for serving as its Chair; and

●

$2,000 for attending each meeting of the Compensation Committee.

The Board of Directors recommends a vote FOR the election of all named director nominees.

OWNERSHIP OF COMMON STOCK AND CLASS B COMMON STOCK

BY CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March 5, 2026, information with respect to the beneficial ownership of the Company’s Common Stock and Class B Common Stock by each person known by the Company to be the beneficial owner of more than five percent of such Common Stock or Class B Common Stock. The information has been furnished by these persons or derived from filings with the SEC. Each share of Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes.


		Number of Shares of
		Common Stock and
		Class B Common Stock
		Owned Beneficially and				Percentage of
		Nature of Beneficial				Outstanding
		Ownership(1)				Shares of
Name		Direct		Indirect		Class
Ellen R. Gordon	Common	13,879,597		107,813	(2)	33.4	%
	Class B	15,345,921		—		49.2	%
Ellen R. Gordon, as a fiduciary	Common	—		6,360,899	(3)	15.2	%
	Class B	—		6,216,201	(3)	19.9	%
Leigh R. Weiner	Common	1,816,447		129,662	(4)	4.7	%
	Class B	3,811,075		84,037	(4)	12.5	%
BlackRock, Inc.	Common	2,371,300	(5)	—		5.7	%
	Class B	—		—		—

(1)

Except as set forth below, the persons named in the above table have sole investment and voting power over the shares indicated therein as being owned directly and share investment and voting power over the shares indicated therein as being owned indirectly. Shares of Class B Common Stock are at all times convertible into shares of Common Stock on a share for share basis. Shares and percent of class indicated for Common Stock do not reflect the shares of Common Stock that could be acquired upon the conversion of the shares of Class B Common Stock.

(2)	Held as trustee of a trust which holds such shares for one of the Company’s nonqualified deferred compensation plans.

(3)

Includes 4,927,442 shares of Common Stock and 6,216,201 shares of Class B Common Stock held by Mrs. Gordon as a fiduciary for family members, and 1,433,457 shares of Common Stock owned by a charitable foundation of which Mrs. Gordon is a director. The address of Mrs. Gordon is c/o Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629.

(4)

Includes 128,408 shares of Common Stock and 80,931 shares of Class B Common Stock held by Mr. Weiner’s spouse (as to which he disclaims beneficial ownership) and 1,253 shares of Common Stock and 3,106 shares of Class B Common Stock held by a charitable foundation of which Mr. Weiner and members of his family are directors. The address of Mr. Weiner is c/o T. R. Shiffman, Sydney, Amster, Green & Horowitz PLC, 122 East 42nd Street, Suite 2005, New York, New Your 10168.

(5)	BlackRock, Inc. has sole voting power with respect to 2,333,962 of the 2,371,300 shares for which it has sole dispositive power. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

OWNERSHIP OF COMMON STOCK AND CLASS B COMMON STOCK BY MANAGEMENT

The following table sets forth, as of March 5, 2026, the beneficial ownership of Common Stock and Class B Common Stock by each nominee for director, by each executive officer who is named in the summary compensation table included in this proxy statement, and by all directors and executive officers of the Company as a group. Each share of Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes.


		Number of Shares of
		Common Stock and
		Class B Common Stock
		Owned Beneficially and			Percentage of
		Nature of Beneficial			Outstanding
		Ownership(1)			Shares of
Name		Direct	Indirect		Class
Ellen R. Gordon, individually and as trustee and fiduciary	Common	(2)	(2)		(2)
	Class B	(2)	(2)		(2)
Karen G. Mills	Common	1,216,984	—		(2)
	Class B	1,216,984	—		(2)
Michael A. Chodos	Common	—	—		(5)
	Class B	—	—		(5)
Virginia L. Gordon	Common	1,216,984	—		(2)
	Class B	1,216,984	—		(2)
Lana Jane Lewis-Brent	Common	32,372	4,452	(3)	(5)
	Class B	—	—		(5)
Paula M. Wardynski	Common	—	—		(5)
	Class B	—	—		(5)
Barry P. Bowen	Common	—	—		(5)
	Class B	—	—		(5)
G. Howard Ember, Jr.	Common	19,715	8,062	(4)	(5)
	Class B	—	—		(5)
Stephen P. Green	Common	2,958	—		(5)
	Class B	—	—		(5)
Henry G. Mills	Common	4	—		(5)
	Class B	—	—		(5)
All directors and executive officers as a group (10 persons)	Common	16,368,614	6,481,226		55	%
	Class B	17,779,889	6,216,201		77	%

(1)

The persons named in the above table have sole investment and voting power over the shares indicated therein as being owned directly and share investment and voting power over the shares indicated therein as being owned indirectly. Shares of Class B Common Stock are at all times convertible into shares of Common Stock on a share for share basis. Shares and percent of class indicated for Common Stock do not reflect the shares of Common Stock that could be acquired upon the conversion of the shares of Class B Common Stock.

(2)	See the table under the caption “Ownership of Common Stock and Class B Common Stock by Certain Beneficial Owners” above for shares beneficially owned by Ellen R. Gordon, the mother of Virginia L. Gordon and Karen G. Mills, and grandmother of Henry G. Mills.

(3)	Shares held by Ms. Lewis-Brent’s spouse as to which she disclaims beneficial ownership.

(4)	Shares held in trust for the benefit of Mr. Ember’s children of which Mr. Ember has voting control.

(5)	Less than 1% of the outstanding shares.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale and other disposition of its securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules, regulations and applicable listing standards. In addition, the Company intends to comply with all applicable laws and regulations relating the Company’ trading in its own securities.

Anti-Hedging Policy

The Company has adopted an Anti-Hedging Policy which prohibits directors and executive officers from directly or indirectly engaging in any transaction involving the purchase by a director or executive officer of a “derivative security” designed to hedge or offset a decrease in market value of equity securities of the Company. “Derivative” securities includes any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to an equity security of the Company, or similar securities with a value derived from the value of an equity security of the Company.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and persons who own more than ten percent of the Company’s Common Stock or Class B Common Stock to file reports of ownership and changes in ownership with the SEC and NYSE. Such persons are also required to furnish the Company with copies of all such reports.

Based solely on a review of the copies of such reports, and written representations from certain reporting persons, we are pleased to note that the Company’s directors, executive officers and greater than ten percent shareholders filed all required reports during or with respect to fiscal year 2025 on a timely basis.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of the compensation program for the Company’s executive officers identified in the Summary Compensation Table below, who are referred to in this discussion as the “named executive officers.”

Corporate Principles

We believe that the differences among companies are attributable to the caliber of their people, and therefore strive to attract and retain superior executives. The Company maintains a conservative financial posture in deploying and managing assets and does not jeopardize long-term growth for immediate, short-term results.

Objectives of Compensation Program

The objectives of the Company’s compensation program for named executive officers consistent with these corporate principles are to:

●

Encourage and reward individual effort and teamwork in order to improve the Company’s financial performance, and

●

Attain the Company’s principal long-term objective of profitably building the Company’s well-known brands.

All compensation and benefits for named executive officers described below have as a primary purpose meeting the need to attract, retain and motivate the types of individuals who will be able to execute the Company’s business strategy

while upholding its values in an ever changing competitive environment. The Company’s current compensation program includes salary, annual cash incentives, annual awards under the Company’s Career Achievement Plan, which is referred to as the “CAP” below, participation in the Excess Benefit Plan, which is referred to as the “EBP” below, and a Supplemental Savings Plan, which is referred to as the “SSP” below.

None of the Company’s employees receive stock options, restricted stock or other forms of equity-based compensation. The Board did not grant equity-based compensation to the Chief Executive Officer because of her significant equity stake in the Company. Other named executive officers also do not receive equity-based compensation, as the Board has decided to motivate executive behavior based on financial and management objectives consistent with the Company’s corporate principles. Because the Company does not grant stock options or other equity-based compensation, the Company has no policy regarding the timing of such awards in relation to the disclosure of material nonpublic information and the Board makes no determinations as to the timing of such awards in relation to the material nonpublic information.

Design of Executive Compensation Program to Mitigate Excessive Risk Taking

As discussed above, the Board of Directors is responsible for determining the compensation structure and amounts for the named executive officers, except that the Compensation Committee (which is referred to in this Compensation Discussion and Analysis as the “committee”), is responsible for administering and determining the annual cash incentives for the named executive officers. The named executive officers’ compensation program is balanced between short term and long term compensation and incentives. The Board of Directors believes that too much emphasis on incentive compensation can lead to behaviors that are not necessarily in the long term best interests of shareholders and has balanced the Company’s compensation program accordingly. While this compensation program carries a heavier weighting on base salary than is typical in the competitive marketplace, the Company’s primary focus is on providing total compensation as a whole that is competitive with that of its direct competitors for executive talent. In addition, the Board of Directors considers the performance of the Company and the named executive officers on an individual basis during the fiscal year when exercising discretion to adjust annual compensation. The Board of Directors believes that this program will lead to increased shareholder value on a long term basis and serves to mitigate risk taking activities that are inconsistent with the Company’s long term shareholder interests.

Competitiveness Assessment

The Board periodically reviews compensation levels for similarly situated executives of a group of industry peers. With the assistance of Compensation Strategies, Inc., a compensation consulting firm, statistical analysis is used to adjust all market compensation data to reflect the current annual revenues and market capitalization of the Company given the variation in size of the companies from which compensation data is collected. Each element of compensation as well as total compensation is quantified and reviewed to determine the Company’s competitiveness compared to the market. In late 2025, Compensation Strategies, Inc. determined that the total compensation (base salary, annual bonus and long term incentives) for the Company’s executive officers was 31% below market for its peer group companies (as discussed below) after adjusting for market capitalization. The Company does not target any specific level of compensation with respect to the market such as the 50% percentile of peer companies. In determining appropriate individual compensation levels for the named executive officers, the Board considers this competitive market compensation data, as well as the individual’s experience, internal equity among the executive officers, as well as individual and Company performance. Compensation levels for all named executive officers, except the Chief Executive Officer, were approved by the Board (and in the case of the Management Incentive Plan, by the Compensation Committee) based on the recommendation of, and performance evaluation by the Chief Executive Officer. In the case of the Chief Executive Officer, the independent members of the Board reviewed and approved compensation levels after conducting an evaluation of the prior year performance.

Peer Group

The group of peer companies used in the review of total compensation levels consists of 18 publicly traded companies in the snack, confectionary and specialty food and beverage industries with annual revenues ranging from $342 million to $19.5 billion and market capitalizations ranging from $36 million to $35.9 billion at February 28, 2026. The Board reviews the make-up of the group on an ongoing basis. Each company included in the group is shown below.


					Market
					Capitalization,
		Annual			as of
		Revenues			02/28/2026
Peer Group		(in Millions)			(in Millions)
B&G Foods, Inc.		$	1,829		$	350
Campbell Soup Company			10,253			8,366
Farmer Brothers Co.			342			36
Flowers Foods, Inc.			5,256			2,416
General Mills, Inc.			19,487			24,814
Hain Celestial Group, Inc.			1,560			110
The Hershey Company			11,693			28,878
J & J Snack Foods Corp.			1,583			1,846
The J.M. Smucker Company			8,726			11,078
John B. Sanfilippo & Son, Inc.			1,107			946
Kellanova (2)			12,670			35,900
Marzetti Company (4)			1,909			4,701
McCormick & Co., Inc.			6,840			16,601
Nature's Sunshine Products, Inc. (1)			454			445
Post Holdings, Inc.			8,158			5,289
Seneca Foods Corporation			1,579			816
The Simply Good Foods Company			1,451			1,854
TreeHouse Foods, Inc. (3)			3,385			2,900

(1)

Most recent revenue data available is from 2024.

(2)

Kellanova was acquired by Mars in December of 2025 for $35.9B. Revenues are rolling 4 quarters as of Sept 27, 2025.

(3)

TreeHouse Foods was acquired by Investindustrial in February of 2026 for $2.9B. Revenues are midpoint of their stated 2025 estimate range.

(4)

Lancaster Colony Corporation has changed its name to The Marzetti Company, with a new Nasdaq ticker symbol MZTI, effective July 1, 2025.

Elements of Compensation

Base Salary

The Board annually reviews each named executive officer’s base salary. The Board does not establish base salary based on individual or corporate performance factors fixed in advance. The factors considered by the Board include the following:

●

Individual performance and contribution to the Company;

●

Comparative compensation levels of other companies, including the periodic compensation studies performed by an independent compensation consultant;

●

Overall competitive environment for executives and the level of compensation considered necessary to attract and retain executive talent;

●

Historical compensation and performance levels for the Company; and

●

Length of service, which can be a significant factor for some executives.

Any changes to base salary levels typically become effective as of January 1st. Effective January 1 of 2026 and 2025, the Board approved base salary increases of 3.5% and 4.0%, respectively, for the Treasurer and for the Vice President/Manufacturing, and 19.4% and 18.4%, respectively for the Chief Operating Officer. These adjustments reflect the Board’s assessment of the factors described above and were consistent with the Company’s overall budget for salary increases. No salary increases were approved for either the Chief Executive Officer or for the Chief Financial Officer in either 2026 or 2025.

Annual Incentives

All of the named executive officers are eligible to participate in the Management Incentive Plan, which is referred to as the “MIP” below and which was approved by the Board of Directors effective January 1, 2023. The MIP is designed to recognize and reward the named executive officers for their contribution to the Company’s overall financial performance as well as the attainment of individual and Company goals. Any bonus payment provided for under the plan is discretionary and is not considered earned or accrued by a participant until it is actually paid. The committee uses its discretion rather than predetermined targets to determine the level of performance achieved for each named executive officer based on its consideration and assessment of the following factors:

●

Net earnings and earnings per share;

●

Increase in sales of core brands and total sales;

●

Net earnings as a percentage of sales;

●

Performance in accomplishing cost savings and operational improvements;

●

Performance in accomplishing and integrating successful acquisitions;

●

The amount of other compensation awarded under the Company’s other plans; and

●

Other strategic objectives that may be determined from time to time in the sole discretion of the Compensation Committee and/or the Board of Directors.

Consistent with prior practice, the Committee used its discretion in determining the bonus payments set forth in the Summary Compensation Table. As per the terms of the Company’s Management Incentive Plan effective January 1, 2023, "Net Earnings" is defined as the Company’s earnings from continuing operations after taxes excluding (i) extraordinary items under generally accepted accounting principles (“GAAP”), (ii) restructuring and/or other nonrecurring charges; (iii) exchange rate effects, as applicable, for non-U.S. dollar denominated operating earnings; (iv) the effects of changes to GAAP required by the Financial Accounting Standards Board; (v) the effects to any statutory adjustments to corporate tax rates; and (vi) any other unusual, non-recurring gain or loss or other extraordinary item. The Company’s 2025 net earnings were $100,052,000 and earnings per share were $1.37. Net product sales were $724,675,000. Net earnings as a percent of net product sales were 13.8%. Of the foregoing, net earnings and earnings per share, which increased 15.2% and 16.1%, respectively, over the prior year were the predominant factors considered by the committee in determining bonus awards for each named executive officer. As salaries for all named executive officers have been

limited to $999,000 as noted above, greater amounts of the compensation package have been allocated the MIP, CAP or both.

Supplemental Discretionary Bonus for the Chief Executive Officer

As discussed further below, the Chief Executive Officer did not participate in either the Career Achievement Plan (“CAP”) or the Excess Benefit Plan (“EBP”) during fiscal year 2025. In order to avoid an economic loss to the Chief Executive Officer as a result of no longer accruing benefits under those plans, the Board authorized a discretionary bonus payment of $1,177,000, in addition to the amount earned under the MIP described above, to replace the benefits that would otherwise have been provided under the CAP and EBP had she continued to participate in those plans.

Career Achievement Plan (CAP) and Excess Benefit Plan (EBP)

All of the named executive officers, except for the Chief Executive Officer, were eligible to receive annual CAP awards in 2025. In December 2021, the Board of Directors determined that no amounts would be awarded to the Chief Executive Officer under the CAP and EBP given the timing of the payments under the deferred payment provisions under those plans. The CAP is designed to provide executive officers an incentive to achieve both short term and long term financial and other strategic goals of the Company and is also intended to provide an incentive for the named executive officers to remain with the Company on a long term basis. Similar to MIP, the Board uses its discretion to determine the level of performance achieved and therefore make awards to executive officers in a fixed dollar amount based on its assessment of performance, rather than predetermined targets. Awarded amounts are credited to an unfunded bookkeeping account established on behalf of each executive officer. Participants vest in each annual award under the CAP ratably in annual 20% installments over five years until the participant reaches age 65 at which time they become fully vested in all awards provided that they are continuously employed by the Company. All distributions (other than distributions made by reason of the participant’s death), are subject to the participant entering into a non competition and non solicitation agreement. Payments of amounts accrued under the CAP prior to 2018 are currently intended to be exempt from the $1 million deduction limitation because they are deferred to a period later than the executive’s employment termination. A fuller description of the CAP follows the Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025 table included below in this proxy statement.

The Board determines the CAP awards to the named executive officers based on its assessment of the Company’s performance and each named executive officer’s contribution to the Company’s long term growth and success. In making this determination for the awards made with respect to 2025, the Board generally relied on the same factors outlined above with respect to the MIP taking into account the long term growth and success of the Company and the named executive officer’s contribution thereto. For fiscal year 2025, the amounts of the CAP awards awarded to the named executive officers (other than the Chief Executive Officer for the reasons noted above) ranged from $170,000 to $615,400 because the Board determined that net profits as well as strong efforts by these executives on behalf of the Company merited such awards as did the ongoing need to continue to motivate and retain these executives.

All of the named executive officers, except for the Chief Executive Officer, participated in the EBP in 2025, which is designed to restore retirement benefits that cannot be accrued under the Company’s tax qualified plans due to limitations on contributions and compensation under applicable tax laws, and our SSP, which is designed to provide a pre tax savings opportunity for a select group of management and key employees. In 2025 the Chief Executive Officer did not receive an award under the EBP and in lieu thereof, the Board authorized a discretionary bonus payment of the amount that would otherwise have been awarded under the EBP. A fuller description of the EBP and SSP follows the Nonqualified Deferred Compensation table included below in this proxy statement.

Other Benefits and Arrangements

The named executive officers are provided with the same benefits, such as group insurance coverage and participation in the Company’s tax-qualified retirement plans, as other salaried employees.

Perquisites

The Chief Executive Officer has used Company aircraft to visit the Company’s manufacturing plants, attend trade association meetings, visit potential acquisition candidates, participate in advertising, media and public relations activities, attend board meetings of the Company and other entities and travel between corporate headquarters and other locations where other executive offices and personal housing are maintained. The Board believes that the ability of the Chief Executive Officer to safely and efficiently conduct Company business while traveling and while at different locations provided substantial benefits to the Company that justify the cost of such aircraft usage. The use of Company aircraft, and the housing and automobile benefits described below, has enabled the Chief Executive Officer to visit Company facilities more frequently and to effectively devote additional time to operational and strategic aspects of the Company’s business, that have significantly contributed to the Company’s success, while traveling and while working at locations other than corporate headquarters. All named executive officers, except the Chief Executive Officer, have the use of a Company provided automobile. The Chief Executive Officer is provided with the use of a Company apartment and, for efficiency and security reasons, is provided with a car and driver when in Chicago.

Compensation Clawback Policy

Pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Exchange Act, and New York Stock Exchange listing Rule 303A-14, the Company adopted a Compensation Clawback Policy effective December 1, 2023. This policy would require the recovery of certain forms of executive compensation in the case of accounting misstatements resulting from a material error in the Company’s financial statements or material non-compliance with financial reporting requirements under federal securities laws.

Change in Control Agreements

In 1997, the Company entered into change in control agreements with Mr. Ember and Mr. Bowen. The Board of Directors at that time determined amounts payable under its change in control program based in part on its review at such time of available information of such programs maintained by similarly situated companies with the assistance of a compensation consultant. The purpose of these agreements is to avoid the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. A change in control program protects shareholder interests by enhancing employee focus during rumored or actual change in control activity. The Board of Directors adopted these agreements under the belief that such arrangements are frequently part of executive compensation practices at major public corporations. These agreements were not extended to the Chief Executive Officer due to her significant equity stake in the Company. A detailed summary of these agreements is set forth in section entitled “Potential Payments on Termination or Change in Control” below in this proxy statement.

There are no employment agreements or other forms of severance agreement with the named executive officers.

Tax Considerations

In general, under Section 162(m) of the Code, income tax deductions of publicly-held corporations are generally limited to the extent total compensation (including base salary, annual bonus and non-qualified deferred compensation benefits) for certain executive officers exceeds $1 million in any taxable year of the corporation. The exception for qualified “performance-based” compensation was eliminated by the Tax Cuts and Jobs Act for tax years beginning on or after January 1, 2018. As a result, any compensation earned by any named executive officer under any of the Company’s plan, including the MIP, during the current fiscal year is subject to the $1 million deduction limitation. The Board has not changed its approach to paying compensation despite amounts above $1 million being non-deductible.

Advisory Vote on Executive Compensation

The Board considered the result of the 2023 advisory vote to approve the compensation of the Company’s named executive officers in connection with the discharge of its responsibilities. Because shareholders overwhelmingly approved the compensation of the Company’s named executive officers, with approximately 94.9% of the total votes cast voted in

favor of the 2023 “say on pay” resolution, the Board has not made significant changes to the Company’s compensation programs as a result of such shareholder advisory vote.

Report of the Board of Directors on Executive Compensation

To Our Fellow Shareholders at Tootsie Roll Industries, Inc.:

The undersigned, the entire Board of Directors of Tootsie Roll Industries, Inc., have reviewed and discussed the Compensation Discussion and Analysis set forth above with management and, based on such review and discussion, have recommended inclusion of the Compensation Discussion and Analysis in this Proxy Statement.

The entire Board of Directors:
Ellen R. Gordon
Karen G. Mills

Michael A. Chodos

Virginia L. Gordon

Lana Jane Lewis Brent

Paula M. Wardynski

Summary Compensation Table for Fiscal Years Ended December 31, 2025, 2024 and 2023

The following table sets forth the information required by SEC Regulation S K Item 402 as to the compensation paid or accrued for the years ended December 31, 2025, 2024 and 2023 for services rendered in all capacities, by the Company’s Chairman and Chief Executive Officer, Vice President/Finance (the principal financial officer) and three other most highly compensated executive officers (the “named executive officers”).


														Change in
														Pension
														Value and
												Non-Equity		Nonqualified
										Stock or		Incentive		Deferred
										Option		Plan		Compensation		All Other
Name and Principal Position		Year		Salary			Bonus(1)			Awards		Compensation		Earnings		Compensation(2)			Total
Ellen R. Gordon,		2025		$	999,000		$	4,245,000		—		—		—		$	1,906,512		$	7,150,512
Chairman and Chief		2024			999,000			4,245,000		—		—		—			1,960,551			7,204,551
Executive Officer		2023			999,000			4,161,000		—		—		—			2,129,683			7,289,683
G. Howard Ember, Jr.,		2025			999,000			590,000		—		—		—			836,795			2,425,795
Vice President/Finance		2024			999,000			556,500		—		—		—			764,276			2,319,776
		2023			999,000			525,000		—		—		—			684,154			2,208,154
Henry G. Mills(3)		2025			603,000			259,700		—		—		—			293,592			1,156,292
Vice President/Chief		2024			509,400			245,000		—		—		—			253,821			1,008,221
Operating Officer		2023			461,000			188,000		—		—		—			182,013			831,013
Barry P. Bowen,		2025			787,500			307,900		—		—		—			374,323			1,469,723
Treasurer		2024			757,200			290,500		—		—		—			355,753			1,403,453
		2023			727,700			274,000		—		—		—			332,232			1,333,932
Stephen P. Green		2025			728,500			282,000		—		—		—			335,077			1,345,577
Vice President/		2024			700,400			266,000		—		—		—			318,999			1,285,399
Manufacturing		2023			672,400			251,000		—		—		—			298,411			1,221,811

(1)	Reflects amounts earned under the Management Incentive Plan (MIP). The MIP is discussed in the Compensation Discussion and Analysis section above.

(2)	The All Other Compensation column reflects the following benefits for 2025:

●

The following amounts contributed by the Company for the benefit of the named executive officers: $38,262 for each of the named executive officers with respect to the Company’s tax qualified defined contribution plans; $0, $166,359, $68,724, $100,464 and $88,941 for Mrs. Gordon, Mr. Ember, Mr. Mills, Mr. Bowen and Mr. Green respectively, with respect to the EBP; and $0, $615,400, $170,000, $212,500, and $185,500 for Mrs. Gordon, Mr. Ember, Mr. Mills, Mr. Bowen and Mr. Green, respectively, with respect to the CAP.

●

The use of a Company owned apartment by Mrs. Gordon when working at the Company’s headquarters in the amount of $74,974. The amounts included in the table with regard to this item include the costs related to the apartment including real estate taxes, maintenance expenses, utilities, building association fees.

●

The use of Company aircraft by Mrs. Gordon to travel between corporate headquarters and other locations where both executive offices and personal housing are maintained in the amount of $1,728,526 for Mrs. Gordon. See “Compensation Discussion and Analysis Perquisites” above for a discussion of the reasons why the Company provides these benefits. Although the Board of Directors has approved these expenditures as reasonable business expenses because of the benefits to the Company, such expenditures are considered compensatory perquisites to Mrs. Gordon under an SEC interpretation. These amounts reflect the aggregate incremental cost to the Company of travel between these locations, based on the proportion of hours flown for this travel relative to all hours flown. This calculation of aggregate incremental cost includes the proportionate amount of all operating costs and fixed charges (other than depreciation) such as monthly management fees, pilot charges, fuel, maintenance, insurance and other fees.

●

With respect to Messrs. Ember, Mills, Bowen and Green, the cost of providing Company automobiles. With respect to Mrs. Gordon, the cost of an automobile and driver based on all direct costs of maintaining and operating the automobile and the proportionate cost of the portion of an employee’s time used for driving.

(3) Henry G. Mills is the grandson of Ellen R. Gordon.

Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025


		Executive			Company			Aggregate			Aggregate
		Contributions			Contributions			Earnings			Withdrawals/			Balance at
Executive/Plan Name		in last FY(1)			in last FY(2)			in last FY			Distributions			Last FYE(3)
Ellen R. Gordon (4)
EBP		$	—		$	—		$	6,660,209		$	—		$	42,023,159
CAP			—			—			3,669,949			—			27,217,385
SSP			—			—			672,733			—			4,401,661
G. Howard Ember, Jr.
EBP			—			166,359			1,645,917			6,400			11,963,555
CAP			—			615,400			1,373,157			21,400			14,496,039
SSP			—			—			553			—			3,996
Henry G. Mills
EBP			—			68,724			42,766			1,900			222,333
CAP			—			170,000			106,817			5,900			601,878
Barry P. Bowen
EBP			—			100,464			1,058,222			3,700			7,005,496
CAP			—			212,500			300,981			7,900			5,776,951
Stephen P. Green
EBP			—			88,941			363,351			3,300			2,600,858
CAP			—			185,500			145,006			6,900			1,679,562
SSP			—			—			12,569			352,400			71,558

(1)	Included as a component of “Salary” and “Bonus” in the Summary Compensation Table.

(2)	Included as a component of “All Other Compensation” in the Summary Compensation Table.

(3)

Reflects total contributions and earnings thereon over the named executive’s career with the Company during which they participated in the EBP, CAP and the SSP, less any prior withdrawals or distributions. As of December 31, 2025, there have been no cash distributions under the EBP and the CAP other than for the payment of applicable taxes on vested awards.

Summary of Nonqualified Deferred Compensation Plans

Excess Benefit Plan

In general, the EBP provides for Company contributions that are unavailable under tax qualified retirement plans due to federal tax law limitations. Participation in the EBP is automatic for all employees for whom contributions to the qualified plans are so limited. EBP account balances are increased or decreased over time based on the returns of a diversified set of publicly traded mutual funds as selected by the participants. All named executive officers except for the Chief Executive Officer participated in the EBP, which is an unfunded, nonqualified deferred compensation plan, in 2025. With respect to the Chief Executive Officer, the Board of Directors has determined that beginning in 2022, amounts that would otherwise be awarded under the EBP should be paid to the Chief Executive Officer as a discretionary bonus. Distribution of amounts under the EBP for amounts accrued and vested before 2005 are at the discretion of the administrator of the Company’s Profit Sharing Plan, but must occur either in lump sum or in up to three annual installments beginning within 60 days after the year in which the participant terminates employment or the year in which the participant turns 65, whichever is later. Distributions under a participant’s post 2004 calendar year amounts are generally payable in connection with a separation from service.

Supplemental Savings Plan

The named executive officers and certain other management employees are eligible to participate in the SSP, which is an unfunded, nonqualified deferred compensation plan. Each year, participants can elect to defer up to 16% of their compensation (base salary and annual bonus or MIP) under the SSP. The deferral is effective as of the time that the participant is precluded from making deferrals under the tax qualified Profit Sharing Plan because of certain limits imposed under the Internal Revenue Code. Participant balances in the SSP are increased or decreased over time based on the returns of a diversified set of publicly traded mutual funds as selected by participants. All benefits under the SSP are fully vested. Distributions from a participant’s pre 2005 calendar year accounts are made on the earlier of the date selected by the participant when making a deferral election or the 60th day after the participant terminates employment, if the Company’s debt rating falls below investment grade, or in the event of a financial hardship. Distributions from a participant’s post 2004 calendar year accounts are generally made on the date selected by the participant when making a deferral election, subject to certain restrictions as required under Section 409A of the Internal Revenue Code.

Career Achievement Plan

All named executive officers except for the Chief Executive Officer participated in the CAP, which is an unfunded, nonqualified deferred compensation plan, in 2025. With respect to the Chief Executive Officer, the Board of Directors has determined that beginning in 2021, amounts that would otherwise be awarded under the CAP should be paid to the Chief Executive Officer as a discretionary bonus. The CAP allows the Board to annually grant deferred cash awards to participants based on performance as determined by the Board. Amounts deferred under the CAP are increased or decreased over time based on the returns of a diversified set of publicly traded mutual funds, the Moody’s bond index or up to 10,000 shares of Company common stock (adjusted for stock dividends) as selected by the participants. Each annual CAP award is subject to a separate five year vesting schedule with annual vesting at a rate of twenty percent with accelerated vesting in the event of death, disability or retirement after age 65. CAP benefits are payable only upon an eligible termination of employment or in connection with a change in control of the Company. A participant will forfeit any unvested amounts upon termination of employment. Payment of vested benefits generally commences on the later of the first anniversary of the date of employment termination or the 60th day after the participant’s 65th birthday (or, if earlier, sixty days after death or disability or six months and a day after separation from service after age sixty five). All amounts accrued under the CAP as of December 31, 2017 are payable in a single lump sum. Future awards and the earnings

thereon will be payable in a single lump sum or in up to 10 annual installments as may be elected by participants as may be permitted under §409A. A participant whose employment is terminated for cause will forfeit all CAP benefits. A participant who is employed by the Company at the time of a change in control will receive an immediate lump sum payment of all accumulated CAP benefits. All distributions (other than distributions made by reason of the participant’s death), will be subject to the participant entering into a non competition and non solicitation agreement that will be effective beginning on the date of the event triggering the right to payment and ending one year after employment termination. Participants will forfeit amounts accrued after January 2, 1999 if they violate the non competition and non solicitation agreement.

All of the named executive officers’ balances in the EBP, SSP and CAP are fully vested except for Mr. Mills’ CAP, which is subject to five year vesting as described above. Payments to the named executive officers under the EBP, SSP and the CAP on account of separation from service must be delayed by six months and a day after separation.

Pay vs Performance

The following tables set forth the compensation actually paid (as defined under SEC rules) for the principal executive officer, the average of the other four named executive officers, the total shareholder return of the Company’s shares and that of its peer group and the three most significant measures considered in determining performance based executive compensation for the years ended 2025, 2024, 2023, 2022 and 2021.


					Average		Average
					Summary		Compensation			Average				Company
	Summary		Compensation		Compensation		Actually			Value of Initial Fixed				Selected		Other Measures
	Compensation		Actually		Table Total		Paid (1)			$100 Investment Based On:				Measure		Net Product	Net Earnings
	Table Total		Paid (1)		for Other		to Other					TSR of		Net Earnings (5)		Sales	as a Percent
Year	for PEO		to PEO (2)		NEOs		NEOs (2)			TSR (3)		Peer Group (4)		(in thousands)		(in thousands)	of Sales
2025	$	7,150,512	$	7,150,512	$	1,599,347	$	1,599,347	$	151	$	98	$	99,982	$	724,675		13.8%
2024		7,204,551		7,204,551		1,573,879		1,573,879		128		106		97,819		715,530		13.7%
2023		7,289,683		7,289,683		1,495,958		1,495,958		126		114		91,886		763,252		12.0%
2022		6,793,272		6,793,272		1,362,116		1,362,116		155		124		75,892		681,440		11.1%
2021		5,442,510		5,442,510		1,256,239		1,256,239		127		113		65,308		566,043		11.5%

(1)

"Compensation Actually Paid" is the same as the total compensation reported in the Summary Compensation Table because the Company does not have any stock-based compensation or defined benefit plans.

(2)

The principle executive officer (PEO) is Ellen R. Gordon. The four other named executive officers (NEOs) are G. Howard Ember, Jr., Henry G. Mills, Barry P. Bowen and Stephen P. Green. There were no changes to the PEO or other NEOs during 2025, 2024, 2023, 2022 or 2021 except that Mr. Naylor retired and Mr. Mills became an NEO in 2025.

(3)

For the relevant year, represents the cumulative shareholder return (TSR) of the Company for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively.

(4)

For the relevant fiscal year, represents the TSR of the Dow Jones US Food Producers group for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively.

(5)

Excludes deduction for non-controlling interests as per Item 402 of Regulation S-K in the amount of $70, $19, $26, $45 and $18 in 2025, 2024, 2023, 2022 and 2021 respectively. In addition, as per the terms of the Company’s Management Incentive Plan, 2024 Net Earnings excludes an $11,010 non-recurring, non-cash charge related to the write-off of a deferred tax asset.

Analysis of the Information Presented in the Pay versus Performance Table

In accordance with Item 402(v) of Regulation S-K, set forth below is a description of the relationships among the compensation, stock price and financial information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

The following graph illustrates the amount of compensation actually paid to Mrs. Gordon and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mrs. Gordon) as compared to the cumulative TSR over the five years presented in the table. The Compensation Committee does not determine the amount of MIP and CAP awards based on stock price performance. TSR of the Company in relation to that of its peer group is not taken into consideration in determining compensation paid to NEOs because the Board believes that focusing on the factors enumerated above in the Compensation Discussion and Analysis will lead to increased shareholder value on a long term basis and serve to mitigate risk taking activities that are inconsistent with the Company’s long term shareholder interests.

Compensation Actually Paid and Net Earnings

Compensation Actually Paid and Net Earnings as a Percentage of Net Product Sales

Compensation Actually Paid and Net Product Sales

Company’s TSR versus TSR of Peer Group

The following graph illustrates the TSR of the Company versus that of its peer group over the five years presented in the table.

Pay vs. Performance: Most Important Measures

The measures that were most important in determining pay during 2025 and were most heavily weighted in the Company’s MIP and CAP programs are as follows:

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Net earnings and earnings per share;

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Increase in sales of core brands and net product sales;

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Net earnings as a percentage of net product sales;

Of these factors, net earnings is the most significant from a quantitative perspective.

Potential Payments on Termination or Change in Control

The section below describes the payments that may be made to the named executive officers upon employment termination or in connection with a change in control. For payments made to a participant upon employment termination under nonqualified deferred compensation plans, see Nonqualified Deferred Compensation as of and for the Fiscal Year Ended December 31, 2025.

Change in Control

The Company has entered into change in control agreements with Mr. Ember and Mr. Bowen. These agreements generally provide severance benefits in the event the named executive officer’s employment is terminated by the Company without cause or by the named executive officer for good reason within two years after a change in control. These benefits include a single lump sum payment equal to:

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A pro-rata bonus for the year of employment termination (based on the higher of the earned bonus for the last fiscal year or the average bonus earned during the three fiscal years before the change in control)

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Three times the officer’s annual base salary, and

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Three times the higher of the officer’s earned bonus for the last fiscal year or, if higher, the officer’s average bonus over the prior three fiscal years.

The officer is also eligible for three years of continued coverage under the Company’s health, life and disability benefit plans at the Company’s cost. The officer would also become vested in, and be paid, any unvested accrued benefits under the Company’s pension, profit sharing and excess benefit plans and the maximum award under the CAP Plan.

The officer is also entitled to a tax gross up payment to reimburse any federal excise taxes (and related income taxes owed due to the gross up payment) under Section 4999 of the Internal Revenue Code. Under Section 4999 of the Internal Revenue Code, a 20% excise tax is payable by a named executive officer if post termination amounts that are considered to be contingent on a change in control for tax purposes equal or exceed three times the officer’s average taxable income from the Company for the five years prior to the year of the change in control. This tax equals 20% of all contingent payments that exceed his average taxable income during this period. Amounts that are subject to the 20% excise tax are not deductible under any circumstances by a buyer. If a change in control were to occur, the Company believes that the tax gross up payments could be reduced because certain amounts may be considered reasonable compensation (such as payments attributable to a non compete obligation) and taxable income paid prior to the year of the change in control will increase the trigger amount for the 20% tax.

An officer is required to enter into a non-competition and non-solicitation covenant applicable for one year following the termination of his employment in order to receive these benefits. The Company generally may terminate these agreements prior to a change in control.

A “change in control” for the purposes of these agreements generally consists of any of the following:

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Acquisition by a person(s) or other entity(s) of 35% or more of the combined voting power of all the then outstanding voting securities of the Company (other than certain related party acquisitions); provided that such voting power is equal to or greater than the combined voting power of the voting securities held by the Gordon family

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The current members of the board (and their successors nominated by either the board or the Gordon family) ceasing to constitute a majority of the board

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Approval by the Company’s shareholders of a reorganization, merger, consolidation, or a sale of substantially all of the Company’s assets unless:

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The shareholders of the Company immediately prior to the transaction hold more than 50% of the voting power of the successor,

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No person (other than certain related parties) acquires combined voting power of the successor’s voting securities equal to or greater than the combined voting power of the voting securities held by the Gordon family or 35% of the combined voting power of all the then outstanding voting securities of the successor and

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The members of the board prior to the transaction constitute at least a majority of the board of the successor

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The liquidation or sale of the Company

“Good reason” generally includes any of the following Company actions following a change in control without the named executive officer’s written consent:

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Assigning duties that materially reduce the executive’s position, duties, responsibilities or status with the Company, failure to terminate the executive’s employment in compliance with the terms of the agreement or failing to re-elect the executive to any position held immediately before a change in control

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Reducing the executive’s annual base salary

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Changing the office location where the executive is based by more than 50 miles

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Failing to continue any employee benefit plan or compensation plan in which the executive participates, including but not limited to the MIP, the EBP and the CAP (or successors to those plans), or failing to continue the executive’s level of participation in those plans

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Failing to continue to provide the executive with substantially similar welfare benefits or materially reducing any of those benefits or any fringe benefit (including vacation pay)

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Failing to obtain an agreement from any successor to the Company to assume and agree to perform the obligations under a change in control agreement

Any good faith determination of good reason made by the executive shall be conclusive except that an isolated, insubstantial and inadvertent action taken in good faith and which the Company remedies promptly after receiving notice shall not constitute good reason.

A termination by the Company for cause generally means any of the following:

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The commission of a felony

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A material breach of duty by the executive (other than any failure that results from incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the executive’s part, which is committed in bad faith and which is not remedied within a reasonable period of time after notice

The following table estimates these change in control benefits as though the named executive officer’s employment was terminated without cause immediately after a change in control on December 31, 2025 (the last day of fiscal year 2025). Use of these assumptions is required by the Securities and Exchange Commission. With those assumptions taken as a given, the Company believes that the remaining assumptions listed below, which are necessary to produce these estimates, are reasonable in the aggregate. However, the executive’s employment was not terminated on December 31, 2025 and a change in control did not occur on that date. There can be no assurance that a termination of employment, a change in control or both would produce the same or similar results as those described if either or both of them occur on any other date or at any other price, or if any assumption is not correct in fact. With respect to the calculation of excise taxes, no amounts attributable to entering into non compete agreements have been considered exempt as may be permitted under applicable tax rules at the time of a qualifying employment termination.

Change in Control Payment and Benefit Estimates as of December 31, 2025




		Aggregate			Welfare			Tax
		Severance			Benefit			Gross Up
Executive		Pay(1)			Continuation(2)			Payment(3)
Ellen R. Gordon,		$	—		$	—		$	—
G. Howard Ember, Jr.,			5,226,000			62,900			2,040,400
Henry G. Mills			—			—			—
Barry P. Bowen			3,434,400

SEC Form DEF 14A filed by Tootsie Roll Industries Inc.