B and G Foods Inc (BGS)

B&G Foods Closes $475 Million Private Offering of Senior Notes due 2031June 10, 2026 4:05 PM
Business Wire B&G Foods, Inc. (NYSE: BGS) announced today that it has completed its previously announced offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes are guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. B&G Foods intends to use the net proceeds of the offering, together with borrowings under its revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of B&G Foods’ outstanding 5.25% senior notes due 2027 and pay related fees and expenses. The senior notes and related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The senior notes and the related guarantees have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the senior notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction. This press release does not constitute a redemption notice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes and the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ intended use of proceeds of the senior notes due 2031 offering, including the redemption of all of the 5.25% senior notes due 2027. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. View source version on businesswire.com: https://www.businesswire.com/news/home/20260610491831/en/ Investor Relations:
ICR, Inc.
Anna Kate Heller
bgfoodsIR@icrinc.com Media Relations:
ICR, Inc.
Matt Lindberg
matthew.lindberg@icrinc.com Original: B&G Foods Closes $475 Million Private Offering of Senior Notes due 2031

B&G Foods Announces Pricing of Offering of Senior Notes due 2031June 3, 2026 9:12 PM
Business Wire B&G Foods, Inc. (NYSE: BGS) announced today the pricing of an offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes are being issued at a price of 97.67%. The notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. The offering is expected to close on June 10, 2026, subject to customary closing conditions. B&G Foods estimates that the net proceeds from the offering will be approximately $456.3 million after deducting discounts, fees and expenses related to the offering. B&G Foods intends to use the net proceeds of the offering, together with borrowings under B&G Foods’ revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of B&G Foods’ outstanding 5.25% senior notes due 2027 and pay related fees and expenses. The senior notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The senior notes and the related guarantees have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the senior notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction. This press release does not constitute a redemption notice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes and the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About B&G Foods, Inc. Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. Forward-Looking Statements Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ offer of senior notes due 2031 and the use of proceeds of such senior notes offering, including the redemption of all of the 5.25% senior notes due 2027. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. View source version on businesswire.com: https://www.businesswire.com/news/home/20260603073424/en/ Investor Relations:
ICR, Inc.
Anna Kate Heller
bgfoodsIR@icrinc.com Media Relations:
ICR, Inc.
Matt Lindberg
matthew.lindberg@icrinc.com Original: B&G Foods Announces Pricing of Offering of Senior Notes due 2031

B&G Foods Announces Proposed Private Offering of $475 Million of Senior Notes due 2031June 1, 2026 11:53 AM
Business Wire B&G Foods, Inc. (NYSE: BGS) announced today its intention to offer, subject to market and other conditions, $475.0 million aggregate principal amount of senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. B&G Foods intends to use the net proceeds of the offering, together with cash on hand and borrowings under our revolving credit facility, to redeem all $509.3 million aggregate principal amount of B&G Foods’ outstanding 5.25% senior notes due 2027 and pay related fees and expenses. However, there can be no assurances that the offering of the senior notes will be completed as described herein or at all. The senior notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The senior notes and the related guarantees have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the senior notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction. This press release does not constitute a redemption notice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes and the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ intention to offer senior notes due 2031 and the use of proceeds of such senior notes offering, including the redemption of all of the 5.25% senior notes due 2027. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. View source version on businesswire.com: https://www.businesswire.com/news/home/20260601550806/en/ Investor Relations:
ICR, Inc.
Anna Kate Heller
bgfoodsIR@icrinc.com Media Relations:
ICR, Inc.
Matt Lindberg
matthew.lindberg@icrinc.com Original: B&G Foods Announces Proposed Private Offering of $475 Million of Senior Notes due 2031

B&G Foods Declares Quarterly DividendMay 12, 2026 4:05 PM
Business Wire B&G Foods, Inc. (NYSE: BGS) announced today that its Board of Directors declared yesterday a quarterly cash dividend of $0.095 per share of common stock. The dividend is payable on July 30, 2026 to stockholders of record as of June 30, 2026. With yesterday’s action, the new intended dividend rate for B&G Foods’ common stock is $0.380 per share per annum. At the closing market price of the common stock on May 11, 2026, the new intended dividend rate represents an annualized yield of 7.5%. This is the 87th consecutive quarterly dividend declared by the Board of Directors since B&G Foods’ initial public offering in October 2004. Casey Keller, President and Chief Executive Officer of B&G Foods, stated, “The reduction in our dividend rate approved yesterday by our Board of Directors, which follows a series of divestitures and portfolio reshaping, is consistent with our commitment to reduce our leverage and is designed to position us well for the refinancing of upcoming debt maturities and future growth through accretive acquisitions. The new dividend rate, while still paying a substantial portion of our excess cash to stockholders, provides for a substantial portion of our excess cash to be retained in our business for debt repayment or other business needs that may arise. We believe that the new dividend rate is sustainable in both the short- and long-term and is consistent with our company’s desire to provide stockholders with an attractive and reliable return on their investment.” Although the Board of Directors has reduced the dividend rate under B&G Foods’ dividend policy, the Board of Directors has reaffirmed the policy itself. B&G Foods’ dividend policy reflects a basic judgment that its stockholders are better served when B&G Foods distributes a substantial portion of its cash available to pay dividends to them instead of retaining it in the business. Under this policy, a substantial portion of the cash generated by B&G Foods in excess of operating needs, interest and principal payments on indebtedness and capital expenditures sufficient to maintain its properties and other assets is in general distributed as regular quarterly cash dividends (up to the intended dividend rate as determined by the Board of Directors) and not retained by the Company. About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com. Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ dividend policy and new intended dividend rate, the sustainability of the new dividend rate, B&G Foods’ ability to pay dividends at the new intended dividend rate and still have remaining excess cash available for debt repayment or other business needs, and B&G Foods’ expectation that the reduction in the dividend rate positions B&G Foods well for the refinancing of upcoming debt maturities and future growth through accretive acquisitions. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: whether and when B&G Foods will be able to realize the expected financial results and accretive effect of the acquisition, and how customers, competitors, suppliers and employees will react to the acquisition; B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. View source version on businesswire.com: https://www.businesswire.com/news/home/20260512539108/en/ Investor Relations:
ICR, Inc.
Anna Kate Heller
bgfoodsIR@icrinc.com Media Relations:
ICR, Inc.
Matt Lindberg
matthew.lindberg@icrinc.com Original: B&G Foods Declares Quarterly Dividend

B&G Foods Reports Financial Results for First Quarter 2026May 12, 2026 4:06 PM
Business Wire B&G Foods, Inc. (NYSE: BGS) today announced financial results for the first quarter of 2026. Financial results for the first quarter of 2026 include the partial quarter impact of the College Inn and Kitchen Basics acquisition, which was completed on March 19, 2026, and the Green Giant U.S. frozen divestiture, which was completed on March 2, 2026. Summary     First Quarter of 2026 (In millions, except per share data)           Change vs.     Amount   Q1 2025 Net Sales   $ 408.9     (3.9 )% Base Business Net Sales (1)   $ 365.1     2.8 % Diluted EPS   $ (0.41 )   NM % Adj. Diluted EPS (1)   $ 0.08     100.0 % Net Loss   $ (32.5 )   NM % Adj. Net Income (1)   $ 6.8     97.0 % Adj. EBITDA (1)   $ 57.6     (2.5 )% Guidance for Full Year Fiscal 2026 Net sales revised to a range of $1.735 billion to $1.775 billion. Adjusted EBITDA revised to a range of $275.0 million to $290.0 million. Adjusted diluted earnings per share revised to a range of $0.575 to $0.675. Commenting on the results, Casey Keller, President and Chief Executive Officer of B&G Foods, stated, “In the first quarter, B&G Foods completed major steps in reshaping our portfolio for long-term sustainability and success, divesting the Green Giant U.S. Frozen business and acquiring the College Inn and Kitchen Basics broth and stock businesses. First quarter results were generally in line or ahead of expectations and delivered 2.8% base business net sales growth.” Financial Results for First Quarter of 2026 Net sales for the first quarter of 2026 decreased $16.5 million, or 3.9%, to $408.9 million from $425.4 million for the first quarter of 2025. The decrease was primarily attributable to the Green Giant U.S. frozen, Le Sueur U.S. and Don Pepino divestitures, partially offset by an increase in base business net sales, one month of net sales from the co-manufacturing agreement the Company entered into on March 2, 2026 with the acquirer of the Green Giant U.S. frozen business, and a partial month of net sales for the College Inn and Kitchen Basics brands. Net sales of the Company’s Green Giant U.S. frozen business, which the Company owned for only two months during the first quarter of 2026, contributed $27.2 million less net sales during the first quarter of 2026 as compared to the first quarter of 2025. Net sales of the Don Pepino and Le Sueur U.S. businesses, which the Company divested in 2025 and are therefore not part of the Company’s first quarter of 2026 results, were $10.6 million during the first quarter of 2025. Partially offsetting the impact of these divestitures were one month of net sales from the new Green Giant U.S. frozen co-manufacturing agreement, which contributed $8.5 million of net sales in the first quarter of 2026 and a partial month of net sales for the College Inn and Kitchen Basics brands, acquired on March 19, 2026, which contributed $2.9 million to the Company’s net sales for the first quarter of 2026. Base business net sales for the first quarter of 2026 increased $9.9 million, or 2.8%, to $365.1 million from $355.2 million for the first quarter of 2025. The increase in base business net sales was driven by an increase in volume of $6.6 million, or 1.9% of base business net sales, an increase in net pricing and the impact of product mix (primarily related to the Spices & Flavor Solutions business unit) of $1.6 million, or 0.5% of base business net sales, and the positive impact of foreign currency of $1.7 million, or 0.5% of base business net sales. For the first quarter of 2026, gross profit was $79.9 million or 19.5% of net sales, and adjusted gross profit(1) was $84.6 million, or 20.7% of net sales. For the first quarter of 2025, gross profit was $90.1 million, or 21.2% of net sales, and adjusted gross profit was $90.6 million, or 21.3% of net sales. Selling, general and administrative expenses increased $1.1 million, or 2.2%, to $50.2 million for the first quarter of 2026 from $49.1 million for the first quarter of 2025. The increase was composed of an increase in acquisition/divestiture-related and non-recurring expenses of $6.4 million, inclusive of an increase of $1.9 million for disposals and impairments of property, plant and equipment. This increase was partially offset by decreases in general and administrative expenses of $3.9 million and warehousing expenses of $1.4 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.7 percentage points to 12.3% for the first quarter of 2026, as compared to 11.6% for the first quarter of 2025. During the first quarter of 2026, the Company recognized a loss on sale of assets of $36.3 million, primarily related to the divestiture of the Green Giant U.S. frozen business. Net interest expense decreased $2.0 million, or 5.1%, to $35.8 million for the first quarter of 2026 from $37.8 million for the first quarter of 2025. The decrease was primarily attributable to a reduction in average long-term debt outstanding during the first quarter of 2026 compared to the first quarter of 2025. The Company had a net loss of $32.5 million, or $0.41 per diluted share, for the first quarter of 2026, compared to net income of $0.8 million, or $0.01 per diluted share, for the first quarter of 2025. The Company’s net loss for the first quarter of 2026 was primarily attributable to: the loss on sale of assets of $36.3 million, primarily related to the divestiture of the Green Giant U.S. frozen business, the decrease in the Company’s net sales and an increase in acquisition/divestiture-related and non-recurring expenses. The Company’s adjusted net income for the first quarter of 2026 was $6.8 million, or $0.08 per adjusted diluted share, compared to adjusted net income of $3.4 million, or $0.04 per adjusted diluted share, for the first quarter of 2025. The increase in adjusted net income and adjusted diluted earnings per share in the first quarter of 2026 was primarily attributable to the factors described above, including a decrease in net interest expense, depreciation and amortization. For the first quarter of 2026, adjusted EBITDA was $57.6 million, a decrease of $1.5 million, or 2.5%, compared to $59.1 million for the first quarter of 2025. Adjusted EBITDA as a percentage of net sales was 14.1% for the first quarter of 2026, compared to 13.9% for the first quarter of 2025. Segment Results(3) The Company operates in, and reports results by, four business segments (also referred to as business units): Specialty — includes, among others, the Crisco, Clabber Girl, Bear Creek, Polaner, Underwood, B&G, Grandma’s, New York Style, B&M, Baker’s Joy, Regina, TrueNorth, Static Guard, SugarTwin and Brer Rabbit brands. Specialty also included the Don Pepino and Sclafani brands until the Company’s divestiture of those brands on May 23, 2025. Meals — includes, among others, the Ortega, Cream of Wheat, College Inn, Maple Grove Farms, Las Palmas, Kitchen Basics, Victoria, Mama Mary’s, Spring Tree, Carey’s, McCann’s and Vermont Maid brands. Frozen & Vegetables — primarily includes (1) the Company’s frozen vegetable manufacturing operations in Mexico which, following the sale of the Company’s Green Giant U.S. frozen business on March 2, 2026, co-manufactures frozen vegetable products for the company that acquired the Company’s Green Giant U.S. frozen business and (2) the Company’s Green Giant and Le Sieur brands in Canada, and included the Company’s Green Giant U.S. frozen and Le Sueur brands in the United States until the Company’s divestitures of those brands on March 2, 2026 and on August 1, 2025, respectively. Spices & Flavor Solutions — includes, among others, the Dash, Spice Islands, Weber, Ac’cent, Tone’s, Trappey’s, Durkee and Wright’s brands. Specialty Segment Results Specialty segment results were as follows (dollars in thousands):     First Quarter Ended               April 4,   March 29,               2026   2025     $ Change   % Change Specialty segment net sales   $ 130,767   $ 134,400   $ (3,633 )   (2.7 )% Specialty segment adjusted expenses     104,663     100,880     3,783     3.8 % Specialty segment adjusted EBITDA   $ 26,104   $ 33,520   $ (7,416 )   (22.1 )% The decrease in Specialty segment net sales for the first quarter of 2026 was primarily due to the divestiture of the Don Pepino business, which generated $3.5 million of net sales in the first quarter of 2025. The decrease in Specialty segment adjusted EBITDA for the first quarter of 2026 was primarily due to the Don Pepino divestiture, an increase in raw material costs and manufacturing expenses as a percentage of net sales and the impact of tariffs. Meals Segment Results Meals segment results were as follows (dollars in thousands):     First Quarter Ended               April 4,   March 29,               2026   2025     $ Change   % Change Meals segment net sales   $ 107,082   $ 106,142   $ 940     0.9 % Meals segment adjusted expenses     87,138     81,168     5,970     7.4 % Meals segment adjusted EBITDA   $ 19,944   $ 24,974   $ (5,030 )   (20.1 )% The increase in Meals segment net sales for the first quarter of 2026 was primarily due to the College Inn and Kitchen Basics acquisition on March 19, 2026, which contributed $2.9 million of net sales for the first quarter of 2026 during the Company’s first two weeks of ownership of the brands, and an increase in net pricing and the impact of product mix, offset in part by modestly lower volumes across the Meals segment in the aggregate. The decrease in Meals segment adjusted EBITDA in the first quarter of 2026 was primarily due to an increase in certain raw material costs and manufacturing expenses. Meals segment adjusted EBITDA was also impacted by increases in trade spending and direct marketing expenses for certain brands. These incremental costs were offset in part by an increase in overall net pricing for the Meals segment and the impact of product mix. Frozen & Vegetables Segment Results Frozen & Vegetables segment results were as follows (dollars in thousands):     First Quarter Ended               April 4,   March 29,               2026   2025     $ Change   % Change Frozen & Vegetables segment net sales   $ 71,032   $ 93,119     $ (22,087 )   (23.7 )% Frozen & Vegetables segment adjusted expenses     66,448     94,592       (28,144 )   (29.8 )% Frozen & Vegetables segment adjusted EBITDA   $ 4,584   $ (1,473 )   $ 6,057     (411.2 )% The decrease in Frozen & Vegetables segment net sales for the first quarter of 2026 was primarily due to the Green Giant U.S. frozen divestiture (which negatively impacted net sales versus the first quarter of 2025 by $18.7 million, net of the $8.5 million positive impact on net sales of the new Green Giant U.S. frozen co-manufacturing agreement), and the Le Sueur U.S. divestiture (which negatively impacted net sales versus the first quarter of 2025 by $7.2 million). Net sales for Green Giant Canada(2) increased by $4.2 million, or 16.4%, for the first quarter of 2026. The increase in Frozen & Vegetables segment adjusted EBITDA for the first quarter of 2026 was primarily due to a decrease in raw material and manufacturing costs, the favorable impact of foreign currency on cost of goods, and the favorable impact of the new Green Giant U.S. frozen co-manufacturing agreement, offset in part by lower net sales. Spices & Flavor Solutions Segment Results Spices & Flavor Solutions segment results were as follows (dollars in thousands):     First Quarter Ended               April 4,   March 29,               2026   2025     $ Change   % Change Spices & Flavor Solutions segment net sales   $ 100,055   $ 91,741   $ 8,314   9.1 % Spices & Flavor Solutions segment adjusted expenses     70,336     65,472     4,864   7.4 % Spices & Flavor Solutions segment adjusted EBITDA   $ 29,719   $ 26,269   $ 3,450   13.1 % The increase in Spices & Flavor Solutions segment net sales for the first quarter of 2026 was primarily due to an increase in volumes across the Spices & Flavor Solutions business unit in the aggregate and an increase in net pricing and the impact of product mix. The increase in Spices & Flavor Solutions segment adjusted EBITDA for the first quarter of 2026 was primarily due to increased volumes and to a lessor extent an increase in net pricing, offset in part by increases in raw material costs (particularly for garlic and black pepper) and the impact of tariffs. Dividends As announced in a separate press release the Company issued today, beginning with the dividend payment declared on May 11, 2026 and payable on July 30, 2026, the current intended dividend rate for the Company’s common stock has been reduced from $0.76 per share per annum to $0.38 per share per annum. Based upon the new current intended dividend rate of $0.38 per share per annum and the current number of outstanding shares, the Company expects the Company’s aggregate dividend payments to be approximately $46.0 million in fiscal 2026 and $30.8 million in fiscal 2027. Full Year Fiscal 2026 Guidance B&G Foods revised its net sales guidance for fiscal 2026 to a range of $1.735 billion to $1.775 billion, revised its adjusted EBITDA guidance to a range of $275.0 million to $290.0 million, and revised its adjusted diluted earnings per share to a range of $0.575 to $0.675. This guidance (1) includes the expected impact of one fewer reporting week in fiscal 2026 as compared to fiscal 2025, (2) includes the expected impact of the Company’s divestiture of the Green Giant U.S. frozen business, which closed on March 2, 2026, and the Company’s entry into a co-manufacturing agreement with the acquirer of the business, (3) includes the expected impact of the Don Pepino divestiture, which closed on May 23, 2025, (4) includes the expected impact of the Le Sueur U.S. divestiture, which closed on August 1, 2025, (5) includes the expected impact of the College Inn and Kitchen Basics acquisition, which closed on March 19, 2026, and (6) excludes the expected impact of the pending Green Giant Canada divestiture, which, subject to regulatory approval in Canada and customary closing conditions, is expected to close during the second quarter of 2026. B&G Foods provides earnings guidance only on a non-GAAP basis and does not provide a reconciliation of the Company’s forward-looking adjusted EBITDA and adjusted diluted earnings per share guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for deferred taxes; acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets; non-recurring expenses, gains and losses; and other charges reflected in the Company’s reconciliation of historic non-GAAP financial measures, the amounts of which, based on past experience, could be material. For additional information regarding B&G Foods’ non-GAAP financial measures, see “About Non-GAAP Financial Measures and Items Affecting Comparability” below. Conference Call B&G Foods will hold a conference call at 4:30 p.m. ET today, May 12, 2026 to discuss first quarter 2026 financial results. The live audio webcast of the conference call can be accessed at www.bgfoods.com/investor-relations. A replay of the webcast will be available following the conference call through the same link. About Non-GAAP Financial Measures and Items Affecting Comparability “Adjusted net income” (net income (loss) adjusted for certain items that affect comparability), “adjusted diluted earnings per share” (diluted earnings (loss) per share adjusted for certain items that affect comparability), “base business net sales” (net sales without the impact of acquisitions until the acquisitions are included in both comparable periods and without the impact of discontinued or divested brands), “EBITDA” (net income (loss) before net interest expense, income taxes, and depreciation and amortization), “adjusted EBITDA” (EBITDA as adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up and gains and losses on the sale of certain assets), gains and losses on extinguishment of debt, impairment of assets held for sale, impairment of intangible assets, and non-recurring expenses, gains and losses), “segment adjusted EBITDA” (segment net sales less segment adjusted expenses), “segment adjusted expenses” (primarily includes cost of goods sold and other expenses incurred by the Company’s business segments to run day-to-day operations, excluding unallocated corporate items, depreciation and amortization, acquisition/divestiture-related and non-recurring expenses, impairment of intangible assets, goodwill and assets held for sale, gains and losses on sales of assets, interest expense, and income tax expense or benefit), “adjusted gross profit” (gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold) and “adjusted gross profit percentage” (gross profit as a percentage of net sales adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold) are “non-GAAP financial measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP) in B&G Foods’ consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. The Company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The Company uses non-GAAP financial measures to adjust for certain items that affect comparability. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management. Because the Company cannot predict the timing and amount of these items that affect comparability, management does not consider these items when evaluating the Company’s performance or when making decisions regarding allocation of resources. Additional information regarding EBITDA, adjusted EBITDA, segment adjusted EBITDA and reconciliations of EBITDA, adjusted EBITDA and segment adjusted EBITDA to net (loss) income and, in the case of EBITDA and adjusted EBITDA, to net cash provided by operating activities, is included below for the first quarter of 2026 and 2025, along with the components of EBITDA, adjusted EBITDA and segment adjusted EBITDA. Also included below are reconciliations of the non-GAAP terms adjusted net income, adjusted diluted earnings per share and base business net sales to the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows. End Notes (1) Please see “About Non-GAAP Financial Measures and Items Affecting Comparability” above for the definition of the non-GAAP financial measures “base business net sales,” “adjusted diluted earnings per share,” “adjusted net income ,” “EBITDA,” “adjusted EBITDA,” “segment adjusted EBITDA,” “segment adjusted expenses,” “adjusted gross profit” and “adjusted gross profit percentage,” as well as information concerning certain items affecting comparability and reconciliations of the non-GAAP terms to the most comparable GAAP financial measures. (2) Green Giant Canada refers to the Company’s Green Giant and Le Sieur frozen and shelf-stable vegetable product lines in Canada. (3) Segment net sales, segment adjusted expenses and segment adjusted EBITDA are the primary measures used by the Company’s chief operating decision maker (CODM) to evaluate segment operating performance and to decide how to allocate resources to segments. The Company’s CODM is the Company’s chief executive officer. Segment adjusted expenses and segment adjusted EBITDA exclude unallocated corporate items, depreciation and amortization, acquisition/divestiture-related and non-recurring expenses, impairment of intangible assets, gains and losses on sales of assets, interest expense, and income tax expense or benefit. Unallocated corporate items consist of centrally managed corporate functions, including selling, marketing, procurement, centralized administrative functions, insurance, and other similar expenses not directly tied to segment operating performance. Depreciation and amortization expenses are neither maintained nor available by business segment, as the Company’s manufacturing, warehouse, and distribution activities are centrally managed. These items that are centrally managed at the corporate level, and therefore excluded from the measures of segment adjusted expenses and segment adjusted EBITDA, are reviewed by the CODM. Expenses that are managed centrally but can be attributed to a segment, such as warehousing and transportation expenses, are generally allocated to segments based on net sales. NM – Not meaningful. About B&G Foods, Inc. Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com. Forward-Looking Statements Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ expectations regarding net sales, adjusted EBITDA and adjusted diluted earnings per share and B&G Foods’ overall expectations for the remainder of fiscal 2026 and beyond, including statements with respect to the reshaping of our portfolio for long-term sustainability and success. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: the Company’s substantial leverage, which may impact the Company’s ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; the Company’s ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by the Company’s operating performance but also by events beyond the Company’s control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on the Company’s procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of the Company’s commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; the Company’s ability to successfully implement sales price increases and cost-saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for the Company’s products and local economic and market conditions; the Company’s continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of the Company and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on the Company’s business, including among other things, the Company’s supply chain, manufacturing operations or workforce and customer and consumer demand for the Company’s products; the Company’s ability to recruit and retain senior management and a highly skilled and diverse workforce at the Company’s corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of the Company’s business through acquisitions or reduction in size through divestitures; the Company’s possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of the Company’s Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, the Company’s possible inability to achieve the expected margin improvements, cost savings and debt reduction; the Company’s possible inability to identify new acquisitions or to integrate recent or future acquisitions or the Company’s failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; the Company’s ability to successfully complete the integration of recent or future acquisitions into the Company’s enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; the Company’s ability to access the credit markets and the Company’s borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of the Company’s competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of the Company’s goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of the Company’s brands deteriorate at rates in excess of its current projections, the Company’s market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; the Company’s ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; the Company’s ability to successfully implement the Company’s sustainability initiatives and achieve the Company’s sustainability goals, and changes to environmental laws and regulations; the Company’s ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of the Company’s customers’ inventories and credit and other business risks related to the Company’s customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of the Company’s third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt the Company’s supply of raw materials or certain finished goods products or injure the Company’s reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.   B&G Foods, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except share and per share data) (Unaudited)               April 4,   January 3,   2026   2026 Assets           Current assets:           Cash and cash equivalents $ 64,542   $ 56,293 Trade accounts receivable, net   152,937     140,699 Inventories   354,495     420,766 Assets held for sale   37,484     51,343 Prepaid expenses and other current assets   42,734     53,380 Income tax receivable   21,421     17,337 Total current assets   673,613     739,818             Property, plant and equipment, net   232,474     253,433 Operating lease right-of-use assets   50,474     50,983 Goodwill   549,488     543,812 Other intangible assets, net   1,274,240     1,190,974 Other assets   46,159     45,890 Deferred income taxes   9,901     9,885 Total assets $ 2,836,349   $ 2,834,795             Liabilities and Stockholders’ Equity           Current liabilities:           Trade accounts payable $ 123,013   $ 107,669 Accrued expenses   65,922     78,436 Current portion of operating lease liabilities   15,617     16,697 Current portion of long-term debt   4,500     4,500 Income tax payable   715     343 Dividends payable   15,424     15,196 Total current liabilities   225,191     222,841             Long-term debt, net of current portion   2,000,814     1,945,576 Deferred income taxes   158,901     167,951 Long-term operating lease liabilities, net of current portion   37,396     34,636 Other liabilities   10,643     10,866 Total liabilities   2,432,945     2,381,870             Stockholders’ equity:           Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding   —     — Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 81,167,001 and 79,977,050 shares issued and outstanding as of April 4, 2026 and January 3, 2026, respectively   812     800 Additional paid-in capital   —     — Accumulated other comprehensive income   13,349     15,045 Retained earnings   389,243     437,080 Total stockholders’ equity   403,404     452,925 Total liabilities and stockholders’ equity $ 2,836,349   $ 2,834,795   B&G Foods, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share data) (Unaudited)               First Quarter Ended   April 4,   March 29,   2026   2025 Net sales $ 408,936     $ 425,402   Cost of goods sold   329,047       335,315   Gross profit   79,889       90,087               Operating expenses:           Selling, general and administrative expenses   50,190       49,132   Amortization expense   4,376       5,109   Loss on sales of assets   36,282       —   Operating (loss) income   (10,959 )     35,846               Other expenses (income):           Interest expense, net   35,822       37,758   Other income   (1,506 )     (1,147 ) Loss before income tax benefit   (45,275 )     (765 ) Income tax benefit   (12,731 )     (1,600 ) Net (loss) income $ (32,544 )   $ 835               Weighted average shares outstanding:           Basic   80,203       79,169   Diluted   80,203       79,670               (Loss) earnings per share:           Basic $ (0.41 )   $ 0.01   Diluted $ (0.41 )   $ 0.01               Cash dividends declared per share $ 0.19     $ 0.19     B&G Foods, Inc. and Subsidiaries Segment Net Sales, Segment Adjusted Expenses and Segment Adjusted EBITDA and Reconciliation of Segment Adjusted EBITDA to Net (Loss) Income (In thousands) (Unaudited)                   First Quarter Ended     April 4,   March 29,     2026   2025 Segment net sales:             Specialty   $ 130,767     $ 134,400   Meals     107,082       106,142   Frozen & Vegetables     71,032       93,119   Spices & Flavor Solutions     100,055       91,741   Total segment net sales     408,936       425,402                 Segment adjusted expenses:             Specialty     104,663       100,880   Meals     87,138       81,168   Frozen & Vegetables     66,448       94,592   Spices & Flavor Solutions     70,336       65,472   Total segment adjusted expenses     328,585       342,112                 Segment adjusted EBITDA:             Specialty     26,104       33,520   Meals     19,944       24,974   Frozen & Vegetables     4,584       (1,473 ) Spices & Flavor Solutions     29,719       26,269   Total segment adjusted EBITDA     80,351       83,290                 Unallocated corporate expenses     22,706       24,152   Adjusted EBITDA   $ 57,645     $ 59,138                 Depreciation and amortization   $ 14,960     $ 16,838   Acquisition/divestiture-related and non-recurring expenses     10,072       1,432   Impairment of property, plant and equipment, net     172       2,994   Loss on sales of assets     36,282       —   Loss on sales and disposals of property, plant and equipment     5,612       881   Interest expense, net     35,822       37,758   Income tax benefit     (12,731 )     (1,600 ) Net (loss) income   $ (32,544 )   $ 835   B&G Foods, Inc. and Subsidiaries Items Affecting Comparability Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA(1) (In thousands) (Unaudited)                   First Quarter Ended     April 4,   March 29,     2026   2025 Net (loss) income   $ (32,544 )   $ 835   Income tax benefit     (12,731 )     (1,600 ) Interest expense, net     35,822       37,758   Depreciation and amortization     14,960       16,838   EBITDA(1)     5,507       53,831   Acquisition/divestiture-related and non-recurring expenses(2)     10,072       1,432   Impairment of property, plant and equipment(3)     172       2,994   Loss on sale of assets(4)     36,282       —   Loss on sales and disposals of property, plant and equipment(5)     5,612       881   Adjusted EBITDA(1)   $ 57,645     $ 59,138   B&G Foods, Inc. and Subsidiaries Items Affecting Comparability Reconciliation of Net Cash Provided by Operating Activities to EBITDA and Adjusted EBITDA(1) (In thousands) (Unaudited)                   First Quarter Ended     April 4,   March 29,     2026   2025 Net cash provided by operating activities   $ 23,587     $ 52,745   Income tax benefit     (12,731 )     (1,600 ) Interest expense, net     35,822       37,758   Impairment of property, plant and equipment(3)     (172 )     (2,994 ) Loss on sales of assets(4)     (36,282 )     —   Loss on sales and disposals of property, plant and equipment(5)     (5,612 )     (881 ) Deferred income taxes     8,948       1,839   Amortization of deferred debt financing costs and bond discount     (1,509 )     (1,416 ) Share-based compensation expense     (2,837 )     (3,171 ) Changes in assets and liabilities, net of effects of business combinations     (3,707 )     (28,449 ) EBITDA(1)     5,507       53,831   Acquisition/divestiture-related and non-recurring expenses(2)     10,072       1,432   Impairment of property, plant and equipment(3)     172       2,994   Loss on sales of assets(4)     36,282       —   Loss on sales and disposals of property, plant and equipment(5)     5,612       881   Adjusted EBITDA(1)   $ 57,645     $ 59,138     B&G Foods, Inc. and Subsidiaries Items Affecting Comparability Reconciliation of Net (Loss) Income to Adjusted Net Income and Adjusted Diluted Earnings per Share(6) (In thousands, except per share data) (Unaudited)               First Quarter Ended   April 4,   March 29,   2026   2025 Net (loss) income $ (32,544 )   $ 835   Acquisition/divestiture-related and non-recurring expenses(2)   10,072       1,432   Impairment of property, plant and equipment, net(3)   172       2,994   Loss on sales of assets(4)   36,282       —   Loss on sales and disposals of property, plant and equipment(5)   5,612       881   Tax adjustments(7)   1,567       (1,394 ) Tax effects of non-GAAP adjustments(8)   (14,369 )     (1,300 ) Adjusted net income(6) $ 6,792     $ 3,448   Adjusted diluted earnings per share(6)(9) $ 0.08     $ 0.04   (1) EBITDA and adjusted EBITDA are non-GAAP financial measures used by management to measure operating performance. A non-GAAP financial measure is defined as a numerical measure of the Company’s financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows. The Company defines EBITDA as net income (loss) before net interest expense, income taxes, and depreciation and amortization. The Company defines adjusted EBITDA as EBITDA adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up, and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets; and non-recurring expenses, gains and losses. Management believes that it is useful to eliminate these items because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and the Company’s ability to generate cash flow from operations. The Company uses EBITDA and adjusted EBITDA in the Company’s business operations to, among other things, evaluate the Company’s operating performance, develop budgets and measure the Company’s performance against those budgets, determine employee bonuses and evaluate the Company’s cash flows in terms of cash needs. The Company also presents EBITDA and adjusted EBITDA because the Company believes they are useful indicators of the Company’s historical debt capacity and ability to service debt and because covenants in the Company’s credit agreement, the Company’s senior secured notes indenture and the Company’s senior notes indenture contain ratios based on these measures. As a result, reports used by internal management during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics. However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity. EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to operating income (loss), net income (loss) or any other GAAP measure as an indicator of operating performance. EBITDA and adjusted EBITDA are not complete net cash flow measures because EBITDA and adjusted EBITDA are measures of liquidity that do not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA and adjusted EBITDA are potential indicators of an entity’s ability to fund these cash requirements. EBITDA and adjusted EBITDA are not complete measures of an entity’s profitability because they do not include certain costs and expenses and gains and losses described above. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA and adjusted EBITDA can still be useful in evaluating the Company’s performance against the Company’s peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts. (2) Acquisition/divestiture-related and non-recurring expenses primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses. (3) The Company recorded pre-tax, non-cash impairment charges of $0.2 million (or $0.1 million, net of tax) and $3.0 million (or $2.3 million, net of tax) related to property, plant and equipment during the first quarter of 2026 and the first quarter of 2025, respectively. (4) During the first quarter of 2026, the Company recorded a loss on sale of assets of $36.3 million (or $25.8 million, net of tax), primarily related to the sale of the Green Giant U.S. frozen business. (5) The Company recorded losses on sales and disposals of property, plant and equipment of $5.6 million (or $4.2 million, net of tax) and $0.9 million (or $0.7 million, net of tax) during the first quarter of 2026 and the first quarter of 2025, respectively. (6) Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. The Company defines adjusted net income and adjusted diluted earnings per share as net income (loss) and diluted earnings (loss) per share adjusted for certain items that affect comparability. These non-GAAP financial measures reflect adjustments to net income (loss) and diluted earnings (loss) per share to eliminate the items identified in the reconciliation above. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management. Because the Company cannot predict the timing and amount of these items, management does not consider these items when evaluating the Company’s performance or when making decisions regarding allocation of resources. (7) During the first quarter of 2026, the Company recorded a net discrete tax expense of $1.6 million, primarily related to a discrete tax expense related to stock-based compensation, partially offset by a discrete tax benefit related to return-to-provision adjustment in Mexico. During the first quarter of 2025, the Company recorded a net discrete tax benefit of $1.4 million, primarily related to a discrete tax benefit of $2.1 million for the tax effect of a pre-transition loss related to Section 987 of the Internal Revenue Code of 1986 for the cumulative unrecognized foreign exchange loss relating to its primary operating subsidiary in Canada, which is a qualified business unit for purposes of Section 987, partially offset by discrete tax expenses of $0.7 million related to stock-based compensation and rate changes. (8) Represents the tax effects of the non-GAAP adjustments listed above, assuming a tax rate of approximately 24.5%. (9) The Company was in a net loss position for the first quarter of 2026, therefore there are no potentially dilutive share-based compensation awards included in the calculation of diluted weighted average shares outstanding for the quarter, as their effect would have been antidilutive. However, given that the adjustments described above resulted in adjusted net income for the quarter, the dilutive impact of potentially dilutive share-based compensation awards are being included in the calculation of adjusted diluted weighted average shares outstanding and, therefore, in the calculation of adjusted diluted earnings per share. B&G Foods, Inc. and Subsidiaries Items Affecting Comparability Reconciliation of Net Sales to Base Business Net Sales(1) (In thousands) (Unaudited)               First Quarter Ended   April 4,   March 29,   2026   2025 Net sales $ 408,936     $ 425,402   Net sales from acquisitions(2)   (2,867 )     —   Net sales from discontinued or divested brands(3)   (32,392 )     (70,235 ) Net sales from Green Giant U.S. frozen co-manufacturing agreement(4)   (8,546 )     —   Base business net sales(1) $ 365,131     $ 355,167   (1) Base business net sales is a non-GAAP financial measure used by management to measure operating performance. The Company defines base business net sales as the Company’s net sales excluding (1) the net sales of acquisitions until the net sales from such acquisitions are included in both comparable periods, (2) net sales of discontinued or divested brands, and (3) net sales from the Company’s Green Giant U.S. frozen co-manufacturing agreement until the net sales from the co-manufacturing agreement are included in both comparable periods. The portion of current period net sales attributable to recent acquisitions for which there is no corresponding period in the comparable period of the prior year is excluded. For each acquisition, the excluded period starts at the beginning of the most recent fiscal period being compared and ends on the first anniversary of the acquisition date. For discontinued or divested brands, the entire amount of net sales is excluded from each fiscal period being compared. The Company has included this financial measure because management believes it provides useful and comparable trend information regarding the results of the Company’s business without the effect of the timing of acquisitions and the effect of discontinued or divested brands. (2) For the first quarter of 2026, reflects net sales from the College Inn and Kitchen Basics acquisition, for which there is no comparable period of net sales during the first quarter of 2025. The College Inn and Kitchen Basics acquisition was completed on March 19, 2026. (3) For the first quarter of 2026, reflects net sales of the Green Giant U.S. frozen vegetable brand through the date of the divestiture. For the first quarter of 2025, reflects net sales of the Green Giant U.S. frozen vegetable brand, which was divested on March 2, 2026, net sales of the Le Sueur U.S. shelf-stable vegetable brand, which was divested on August 1, 2025, and net sales of the Don Pepino and Sclafani brands, which were divested on May 23, 2025. (4) For the first quarter of 2026, reflects net sales of the Company’s co-manufacturing agreement with the acquirer of the Green Giant U.S. frozen business pursuant to which the Company is continuing to produce for the acquirer certain Green Giant frozen vegetable products at its frozen vegetable manufacturing facility in Irapuato, Mexico, which was not included as part of the Green Giant U.S. frozen divestiture and for which there is no comparable period of net sales during the first quarter of 2025. B&G Foods, Inc. and Subsidiaries Items Affecting Comparability Reconciliation of Gross Profit to Adjusted Gross Profit and Gross Profit Percentage to Adjusted Gross Profit Percentage(1) (In thousands, except percentages) (Unaudited)                   First Quarter Ended     April 4,   March 29,     2026   2025 Gross profit   $ 79,889     $ 90,087   Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold(2)     4,671       516   Adjusted gross profit(1)   $ 84,560     $ 90,603                 Gross profit percentage     19.5 %     21.2 % Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold as a percentage of net sales     1.1 %     0.1 % Adjusted gross profit percentage(1)     20.7 %     21.3 % (1) Adjusted gross profit and adjusted gross profit percentage are non-GAAP financial measures used by management to measure operating performance. The Company defines adjusted gross profit as gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold and adjusted gross profit percentage as gross profit percentage (i.e., gross profit as a percentage of net sales) adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold. These non-GAAP financial measures reflect adjustments to gross profit and gross profit percentage to eliminate the items identified in the reconciliation above. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management. Because the Company cannot predict the timing and amount of these items, management does not consider these items when evaluating the Company’s performance or when making decisions regarding allocation of resources. (2) Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold for the first quarter of 2026 of $4.7 million primarily include acquisition expenses for the College Inn and Kitchen Basics acquisition and divestiture expenses for the Green Giant U.S. frozen business. Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold for the first quarter of 2025 of $0.5 million primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses. View source version on businesswire.com: https://www.businesswire.com/news/home/20260512383771/en/ Investor Relations:
ICR, Inc.
Anna Kate Heller
bgfoodsIR@icrinc.com Media Relations:
ICR, Inc.
Matt Lindberg
matthew.lindberg@icrinc.com Original: B&G Foods Reports Financial Results for First Quarter 2026

B&G Foods Announces Date of First Quarter 2026 Earnings Conference CallApril 28, 2026 4:05 PM
Business Wire
B&G Foods, Inc. (NYSE: BGS) announced today that it intends to issue a press release with first quarter 2026 financial results after the market close on Tuesday, May 12, 2026. B&G Foods has scheduled a conference call at 4:30 p.m. ET that same day to discuss the results. Hosting the call will be Casey Keller, President and Chief Executive Officer and Bruce Wacha, Executive Vice President of Finance and Chief Financial Officer.


The earnings press release and live audio webcast of the conference call can be accessed at www.bgfoods.com/investor-relations. A replay of the webcast will be available following the conference call through the same link.


About B&G Foods, Inc.

Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260428663430/en/
Investor Relations:

ICR, Inc.

Anna Kate Heller

bgfoodsIR@icrinc.com


Media Relations:

ICR, Inc.

Matt Lindberg

matthew.lindberg@icrinc.com


Original: B&G Foods Announces Date of First Quarter 2026 Earnings Conference Call

Ortega® Declares May 6 "Seis de Mayo," a New National Holiday to Keep the Fiesta GoingApril 28, 2026 1:27 PM
PR Newswire (US)

Iconic Mexican food brand launches first-ever "Seis de Mayo" celebration in Chicago with taco truck pop-ups and appearance by new brand character, BrotegaPARSIPPANY, N.J., April 28, 2026 /PRNewswire/ -- Ortega, a leading brand of Mexican food products, including the number-one-selling brand of taco sauce in the United States, is giving taco lovers a bold new reason to celebrate, officially declaring May 6 as "Seis de Mayo," a new annual holiday dedicated to extending Cinco de Mayo celebrations.







While most brands go quiet after May 5, the Ortega brand is turning the day after into a full-blown fiesta encouraging consumers to keep the celebration going with family and friends. Seis de Mayo builds on the brand's belief that great food moments are driven by bold flavor, creativity and bringing people together through Mexican-American food culture any day of the week."Every brand shows up for Cinco de Mayo, but the energy disappears just as fast," said Ellen Schum, EVP, B&G Foods. "Seis de Mayo is about turning the day after into something worth celebrating and proving the fiesta doesn't have to stop."Leading the charge is Brotega — the Ortega brand's larger-than-life brand character.Ortega Kicks Off the First-Ever Seis de Mayo in ChicagoTo launch the inaugural Seis de Mayo, the Ortega brand is taking over Chicago on May 6 with taco truck pop-ups at two locations:5:30–10:30 a.m., Pioneer Court (401 N. Michigan Ave): Breakfast tacos for the first 750 morning commuters and early risers4–7 p.m., Wrigleyville (Clark and Sheffield intersection): First taste of the Chicago Taco Dog for up to 1,250 people before the first pitchBoth stops will feature appearances by Brotega who will be greeting fans, posing for photos and bringing unstoppable fiesta energy. Fans will also get a first taste of the Chicago Taco Dog, a limited-time mashup created in collaboration with Food Network Celebrity Chef Kelsey Murphy.The Chicago Taco Dog reimagines the classic Chicago dog through a taco-inspired lens: a Chicago-style hot dog with all the traditional fixings, tucked inside an Ortega taco shell and topped with Ortega taco sauce. But don't worry, the recipe remains true to the most sacred of Chicago traditions: no ketchup."Chicago is the perfect place to launch Seis de Mayo," said Schum. "It's a city that knows how to show up for food, sports and a good time. From breakfast tacos downtown to the debut of the Chicago Taco Dog in Wrigleyville, we're giving fans a taste of what this new holiday is all about."Bringing the Fiesta Home The Chicago Taco Dog is the first expression of the Ortega brand's upcoming digital recipe inspiration, The Seis 50. With Illinois' Chicago Taco Dog leading the way, The Seis 50 will feature tacos inspired by iconic American dishes from all 50 states so consumers across the country can keep the fiesta going at home and turn any meal into a taco-filled celebration. To make it easy to participate, the Ortega brand will offer a buy one, get one free promotion on select products May 5-6, 2026, at participating retailers.Fans can share their celebrations using #SeisDeMayo and follow along with @ortegataco and @brotegataco on social media.Seis de Mayo will return as an annual May 6 holiday to continue the celebration. Because every day is taco day.About B&G Foods
Based in Parsippany, New Jersey, B&G Foods, Inc. (NYSE: BGS) and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods' diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics, Las Palmas, Mama Mary's, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there's a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.About Ortega
Since 1897, Ortega has offered distinctive Mexican foods inspired by Mama Ortega's passion for cooking. Today, Ortega makes America's number-one-selling taco sauce, along with great-tasting taco shells, tortillas, salsas, seasonings, dinner kits, refried beans, and chile peppers. For more information about Ortega products and recipes, please visit www.ortega.com.About SCHAFER CONDON CARTER (SCC)
Founded in 1989, SCC is an independent creative agency that delivers a full array of business and brand-building services to its clients, including a full-service media offering. Headquartered in Chicago's Fulton Market neighborhood, SCC is a challenger agency built for challenger brands. Seis de Mayo was developed in partnership with SCC and represents the latest evolution of Ortega's "Now It's a Fiesta" platform, which first launched nationally in January 2026, building on earlier campaign work and expanding the idea into a cultural activation. For more information about SCC, visit www.SchaferCondonCarter.com.Images linked here














View original content to download multimedia:https://www.prnewswire.com/news-releases/ortega-declares-may-6-seis-de-mayo-a-new-national-holiday-to-keep-the-fiesta-going-302756080.htmlSOURCE Ortega

Original: Ortega® Declares May 6 "Seis de Mayo," a New National Holiday to Keep the Fiesta Going

B&G Foods Completes Acquisition of the College Inn® and Kitchen Basics® BrandsMarch 19, 2026 5:13 PM
Business Wire
B&G Foods, Inc. (NYSE: BGS) announced today that it has completed the acquisition of the broth and stock business of Del Monte Foods Corporation II Inc. and its affiliates, including the College Inn and Kitchen Basics brands, for approximately $110 million in cash.


B&G Foods expects the acquisition to be immediately accretive to its earnings per share, adjusted EBITDA and free cash flow. B&G Foods projects that on an annualized basis, the College Inn and Kitchen Basics brands will generate net sales in the range of approximately $110 million to $120 million, adjusted EBITDA in the range of $18 million to $22 million and adjusted diluted earnings per share in the range of $0.08 to $0.12. Because the acquisition was structured as an asset purchase, B&G Foods expects to realize approximately $15 million in tax benefits on a net present value basis. At the midpoint of B&G Foods’ annualized projected adjusted EBITDA for the business, the acquisition represents a purchase price multiple of approximately 5.5 times adjusted EBITDA (or 4.8 times annualized projected adjusted EBITDA net of expected tax benefits).


B&G Foods funded the acquisition and related fees and expenses with cash on hand, including cash from divestitures, and revolving loans under its existing credit facility.


About B&G Foods, Inc.

Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands, Victoria and now, College Inn and Kitchen Basics, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.


About Non-GAAP Financial Measures and Items Affecting Comparability

“Adjusted diluted earnings per share” (diluted earnings (loss) per share adjusted for certain items that affect comparability); “EBITDA” (net income (loss) before net interest expense, income taxes, depreciation and amortization), and “adjusted EBITDA” (EBITDA as adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up and gains and losses on the sale of certain assets), gains and losses on extinguishment of debt, impairment of assets held for sale, impairment of intangible assets, non-recurring expenses and certain other items described from time to time in B&G Foods’ SEC filings and earnings releases) are “non-GAAP financial measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP) in B&G Foods’ consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. B&G Foods’ non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.


B&G Foods provides earnings guidance only on a non-GAAP basis and does not provide a reconciliation of B&G Foods’ forward-looking adjusted EBITDA and adjusted diluted earnings per share guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for deferred taxes; acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets; non-recurring expenses, gains and losses; and other charges reflected in B&G Foods’ reconciliation of historic non-GAAP financial measures, the amounts of which, based on past experience, could be material.


Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to the expected impact of the acquisition of the College Inn and Kitchen Basics brands, including without limitation, the expected impact on B&G Foods’ earnings per share, net sales, adjusted EBITDA, adjusted diluted earnings per share and free cash flow, and the expected tax benefits of the acquisition. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: whether and when B&G Foods will be able to realize the expected financial results and accretive effect of the acquisition, and how customers, competitors, suppliers and employees will react to the acquisition; B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260319348933/en/
Investor Relations:

ICR, Inc.

Anna Kate Heller

bgfoodsIR@icrinc.com
Media Relations:

ICR, Inc.

Matt Lindberg

matthew.lindberg@icrinc.com


Original: B&G Foods Completes Acquisition of the College Inn® and Kitchen Basics® Brands

Del Monte Foods Successfully Completes Sale Transactions Across All Business SegmentsMarch 19, 2026 4:51 PM
PR Newswire (US)

Completed sale transactions include Del Monte Foods' Vegetable, Fruit, Tomato, and Broth & Stock businessesWALNUT CREEK, Calif., March 19, 2026 /PRNewswire/ -- Del Monte Foods Corporation II Inc. (the "Company" or "Del Monte Foods"), a leading producer, distributor, and marketer of premium quality, packaged food products, today announced that it has successfully completed its three previously announced sale transactions for substantially all of its assets and business operations as going-concern businesses. The completed transactions include:







The sale to Fresh Del Monte Produce Inc. (NYSE: FDP), of the Company's vegetable, tomato, and refrigerated fruit business assets, including Del Monte® and S&W® packaged vegetable brands, Del Monte®, Contadina®, and Take Root Organics® packaged tomato brands, Del Monte® refrigerated fruit brand, and the JOYBA® beverage brand, together with global ownership of the Del Monte® brand and related intellectual property, subject to existing licensing arrangements;The sale to B&G Foods, Inc. (NYSE: BGS), of all assets in the broth & stock business segment, including College Inn® and Kitchen Basics® brands; andThe sale to Pacific Coast Producers of the shelf-stable fruit business assets (other than production assets), including the rights and licenses to use the Del Monte® and S&W® brands for shelf-stable packaged ambient fruit and ambient fruit sauces, in the United States (including Puerto Rico) and Mexico."The completion of these transactions marks an important milestone for Del Monte Foods and positions these iconic brands and businesses to move forward under the strong ownership of three strategic operators who are well positioned to support their continued success," said Greg Longstreet, Chief Executive Officer of Del Monte Foods. "On behalf of the Company, I want to thank our team members for their continued commitment to delivering high-quality food products and our customers, vendors, and partners for their support throughout this process."Additional information regarding the Company's chapter 11 process is available at https://cases.stretto.com/DelMonteFoods. Stakeholders with questions can contact the Company's claims agent, Stretto, by calling (833) 228-5497 (US and Canada toll-free) or +1 (714) 263-3709 (International) or emailing DelMonteInquiries@Stretto.com.AdvisorsHerbert Smith Freehills Kramer (US) LLP and Cole Schotz P.C. are serving as legal counsel, Alvarez & Marsal North America, LLC is serving as financial advisor, PJT Partners is serving as investment banker, and C Street Advisory Group is serving as strategic communications advisor to the Company.About Del Monte FoodsFor more than 140 years, Del Monte Foods has been driven by our mission to nourish families with earth's goodness. As the original plant-based food company, we're always innovating to make nutritious and delicious foods more accessible to consumers across our portfolio of beloved brands, including Del Monte®, Contadina®, College Inn®, Kitchen Basics®, JOYBA®, Take Root Organics® and S&W®. We believe that everyone deserves great tasting food they can feel good about, which is why we responsibly source and produce food for a healthier tomorrow.For more information about Del Monte Foods and our products, please visit www.delmontefoods.com or www.delmonte.com.The Del Monte Foods entities are the U.S. indirect subsidiaries of Del Monte Pacific Limited (Bloomberg: DELM SP, DELM PM) and are not affiliated with certain other Del Monte companies around the world, including Fresh Del Monte Produce Inc., Del Monte Canada, Del Monte Asia Pte. Ltd., Conagra/Productos Del Monte, or Del Monte Panamerican.Media Contact
C Street Advisory Group
delmontefoods@thecstreet.com



View original content to download multimedia:https://www.prnewswire.com/news-releases/del-monte-foods-successfully-completes-sale-transactions-across-all-business-segments-302719240.htmlSOURCE Del Monte Foods

Original: Del Monte Foods Successfully Completes Sale Transactions Across All Business Segments

Beyond Meat $BYND does not use GMOs. B and G Foods $BGS uses GMO-derived oils, sweeteners, and other bioengineered ingredients across multiple packaged food brands.

B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2025March 3, 2026 4:05 PM
Business Wire
B&G Foods, Inc. (NYSE: BGS) today announced financial results for the fourth quarter and full year 2025. Financial results for the fourth quarter and full year 2025 include the impact of the Don Pepino divestiture during the second quarter of 2025, the Le Sueur U.S. divestiture during the third quarter of 2025, and an extra reporting week in the fourth quarter and full year 2025 as compared to the fourth quarter and full year 2024.


Summary




 






 






Fourth Quarter of 2025






 






Fiscal Year 2025








(In millions, except per share data)





 

 






 






Change vs.






 






 






 






Change vs.








 






 






Amount






 






Q4 2024






 






Amount






 






FY 2024








Net Sales






 






$






539.6






 






 






(2.2






)%






 






$






1,828.7






 






 






(5.4






)%








Base Business Net Sales (1)






 






$






539.6






 






 






0.8






%






 






$






1,806.1






 






 






(4.0






)%








Diluted EPS






 






$






(0.19






)






 






(83.0






)%






 






$






(0.54






)






 






(83.0






)%








Adj. Diluted EPS (1)






 






$






0.28






 






 






(9.7






)%






 






$






0.51






 






 






(27.1






)%








Net Loss






 






$






(15.2






)






 






(82.8






)%






 






$






(43.3






)






 






(82.8






)%








Adj. Net Income (1)






 






$






22.8






 






 






(7.4






)%






 






$






41.3






 






 






(26.0






)%








Adj. EBITDA (1)






 






$






84.7






 






 






(1.6






)%






 






$






272.2






 






 






(7.9






)%







Guidance for Full Year Fiscal 2026



Net sales range of $1.655 billion to $1.695 billion.



Adjusted EBITDA range of $265.0 million to $275.0 million.



Adjusted diluted earnings per share range of $0.55 to $0.65.



Commenting on the results, Casey Keller, President and Chief Executive Officer of B&G Foods, stated, “B&G Foods’ fourth quarter earnings were largely in line with expectations, with core business trends showing further year-over-year improvement to date during the first quarter of 2026. B&G Foods also announced yesterday the divestiture of the Green Giant U.S. frozen vegetable business—representing a significant milestone in our ongoing effort to divest brands and product lines that are non-core to B&G Foods’ long-term strategy, sharpen our focus and reduce long-term debt.”


Financial Results for the Fourth Quarter of 2025

Net sales for the fourth quarter of 2025 decreased $12.0 million, or 2.2%, to $539.6 million from $551.6 million for the fourth quarter of 2024. The decrease was primarily attributable to the Le Sueur U.S. and Don Pepino divestitures, partially offset by an increase in base business net sales. Net sales of the Le Sueur U.S. brand, which the Company divested on August 1, 2025, and of the Don Pepino and Sclafani brands, which the Company divested on May 23, 2025, were $12.4 million and $4.0 million, respectively, in the fourth quarter of 2024.


Base business net sales for the fourth quarter of 2025 increased $4.4 million, or 0.8%, to $539.6 million from $535.2 million for the fourth quarter of 2024. The increase in base business net sales was driven by an increase in net pricing and the impact of product mix of $2.8 million, or 0.5% of base business net sales, and an increase in volume of $1.9 million, or 0.4% of base business net sales, partially offset by the negative impact of foreign currency of $0.3 million.


For the fourth quarter of 2025, gross profit was $122.7 million, or 22.7% of net sales, and adjusted gross profit(1) was $123.9 million, or 23.0% of net sales. For the fourth quarter of 2024, gross profit was $118.7 million, or 21.5% of net sales, and adjusted gross profit was $122.3 million, or 22.2% of net sales.


Selling, general and administrative expenses increased $3.7 million, or 7.3%, to $54.0 million for the fourth quarter of 2025 from $50.3 million for the fourth quarter of 2024. The increase was composed of increases in general and administrative expenses of $2.3 million, acquisition/divestiture-related and non-recurring expenses of $1.2 million and selling expenses of $1.1 million, partially offset by a decrease in consumer marketing expenses of $0.9 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.9 percentage points to 10.0% for the fourth quarter of 2025, as compared to 9.1% for the fourth quarter of 2024.


Net interest expense decreased $0.8 million, or 2.1%, to $38.8 million for the fourth quarter of 2025 from $39.6 million for the fourth quarter of 2024. The decrease was primarily attributable to a reduction in average long-term debt outstanding and lower average interest rates on the Company’s variable rate borrowings during the fourth quarter of 2025 compared to the fourth quarter of 2024.


The Company had a net loss of $15.2 million, or $0.19 per diluted share, for the fourth quarter of 2025, compared to a net loss of $222.4 million, or $2.81 per diluted share, for the fourth quarter of 2024. The reduction in net loss and diluted loss per share were primarily attributable to a $285.2 million reduction in impairment of intangible assets recorded during the fourth quarter of 2025 compared to the fourth quarter of 2024.


The Company’s net losses for the fourth quarters of 2025 and 2024 were primarily attributable to non-cash impairment charges. During the fourth quarter of 2025, the Company recorded pre-tax, non-cash impairment charges of (1) $34.8 million for the Green Giant brand, including $22.4 million related to indefinite-lived intangible trademark assets and $12.4 million related to finite-lived intangible customer relationship assets, and (2) $0.7 million related to inventories included in assets held for sale related to the pending Green Giant Canada divestiture. During the fourth quarter of 2024, the Company recorded pre-tax, non-cash impairment charges of $320.0 million related to indefinite-lived intangible trademark assets for the Green Giant, Victoria, Static Guard, and McCann’s brands.


The Company’s adjusted net income for the fourth quarter of 2025 was $22.8 million, or $0.28 per adjusted diluted share, compared to adjusted net income of $24.6 million, or $0.31 per adjusted diluted share, for the fourth quarter of 2024. The reduction in adjusted net income and adjusted diluted earnings per share for the fourth quarter of 2025 were primarily attributable to the decrease in net sales and increases in raw material costs, including the impact of tariffs.


Adjusted EBITDA was $84.7 million for the fourth quarter of 2025 compared to $86.1 million for the fourth quarter of 2024. Adjusted EBITDA as a percentage of net sales was 15.7% for the fourth quarter of 2025, compared to 15.6% for the fourth quarter of 2024.


Financial Results for Full Year Fiscal 2025

Net sales for fiscal 2025 decreased $103.8 million, or 5.4%, to $1,828.7 million from $1,932.5 million for fiscal 2024. The decrease was primarily attributable to a decrease in base business net sales and the Le Sueur U.S. and Don Pepino divestitures. Net sales of the divested brands were $51.6 million in fiscal 2024, compared to $22.6 million in fiscal 2025 through the applicable dates of divestiture, which were August 1, 2025 and May 23, 2025, respectively.


Base business net sales for fiscal 2025 decreased $74.9 million, or 4.0%, to $1,806.1 million from $1,881.0 million for fiscal 2024. The decrease in base business net sales was driven by a decrease in volume of $66.3 million, or 3.5% of base business net sales, a decrease in net pricing and the impact of product mix of $5.5 million, or 0.3% of base business net sales, and the negative impact of foreign currency of $3.1 million.


For fiscal 2025, gross profit was $398.8 million or 21.8% of net sales, and adjusted gross profit was $402.4 million, or 22.0% of net sales. For fiscal 2024, gross profit was $422.0 million, or 21.8% of net sales, and adjusted gross profit was $427.9 million, or 22.1% of net sales.


Selling, general and administrative expenses increased $6.8 million, or 3.7%, to $194.9 million for fiscal 2025 from $188.1 million for fiscal 2024. The increase was composed of increases in acquisition/divestiture-related and non-recurring expenses of $9.9 million and general and administrative expenses of $2.1 million, partially offset by decreases in consumer marketing expenses of $3.8 million and warehousing expenses of $1.4 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 1.0 percentage point to 10.7% for fiscal 2025, as compared to 9.7% for fiscal 2024.


Net interest expense decreased $7.8 million, or 5.0%, to $149.6 million for fiscal 2025 from $157.4 million for fiscal 2024. The decrease was primarily attributable to a reduction in average long-term debt outstanding and lower average interest rates on the Company’s variable rate borrowings during fiscal 2025 compared to fiscal 2024, and a net gain on extinguishment of debt of $2.3 million during fiscal 2025 compared to a loss on extinguishment of debt of $2.1 million during fiscal 2024.


The Company had a net loss of $43.3 million, or $0.54 per diluted share, for fiscal 2025, compared to a net loss of $251.3 million, or $3.18 per diluted share, for fiscal 2024. The Company’s net loss for fiscal 2025 was primarily attributable to: (1) pre-tax, non-cash impairment charges of $60.8 million, including $34.8 million related to finite-lived intangible customer relationship assets and indefinite-lived intangible trademark assets for the Green Giant brand, and $26.0 million related to indefinite-lived intangible trademark assets for the Victoria and McCann’s brands, and (2) pre-tax, non-cash impairment charges of $28.5 million related to assets held for sale for Green Giant Canada, partially offset by (3) a net gain on sale of assets of $2.9 million, which includes a gain on sale of $15.5 million for the Le Sueur U.S. divestiture during the third quarter of 2025 and a loss on sale of $12.6 million for the Don Pepino divestiture during the second quarter of 2025.


The Company’s net loss for fiscal 2024 was primarily attributable to: (1) pre-tax, non-cash impairment charges of $320.0 million related to indefinite-lived intangible trademark assets in the fourth quarter of 2024 and (2) pre-tax, non-cash impairment charges of $70.6 million recorded during the first quarter of 2024 for the impairment of goodwill within the Company’s Frozen & Vegetables reporting unit.


The Company’s adjusted net income for fiscal 2025 was $41.3 million, or $0.51 per adjusted diluted share, compared to adjusted net income of $55.7 million, or $0.70 per adjusted diluted share, for fiscal 2024. The reduction in adjusted net income and adjusted diluted earnings per share in fiscal 2025 was primarily attributable to the decrease in net sales and increases in raw material costs, including the impact of tariffs.


For fiscal 2025, adjusted EBITDA was $272.2 million, a decrease of $23.2 million, or 7.9%, compared to $295.4 million for fiscal 2024. Adjusted EBITDA as a percentage of net sales was 14.9% for fiscal 2025, compared to 15.3% for fiscal 2024.


Segment Results(3)

The Company operates in, and reports results by, four business segments (also referred to as business units):


Specialty — includes, among others, the Crisco, Clabber Girl, Bear Creek, Polaner, Underwood, B&G, Grandma’s, New York Style, B&M, Baker’s Joy, Regina, TrueNorth, Static Guard, SugarTwin and Brer Rabbit brands. Specialty also included the Don Pepino and Sclafani brands until the Company’s divestiture of those brands on May 23, 2025.


Meals — includes, among others, the Ortega, Maple Grove Farms, Cream of Wheat, Las Palmas, Victoria, Mama Mary’s, Spring Tree, McCann’s, Carey’s and Vermont Maid brands.


Frozen & Vegetables — primarily includes the Green Giant brand and included the Le Sueur brand in the United States until its divestiture on August 1, 2025.


Spices & Flavor Solutions — includes, among others, the Dash, Spice Islands, Weber, Ac’cent, Tone’s, Trappey’s, Durkee and Wright’s brands.


Specialty Segment Results

Specialty segment results were as follows (dollars in thousands):




 






 






Fourth Quarter Ended






 






 






 






 






 






 






Fiscal Year Ended






 






 






 






 






 








 






 






January 3,






 






December 28,






 






 






 






 






 






 






January 3,






 






December 28,






 






 






 






 






 








 






 






2026






 






2024






 






$ Change






 






% Change






 






2026






 






2024






 






$ Change






 






% Change








Specialty segment net sales






 






$






210,191






 






$






216,732






 






$






(6,541






)






 






(3.0






)%






 






$






629,976






 






$






679,076






 






$






(49,100






)






 






(7.2






)%








Specialty segment adjusted expenses






 






 






154,417






 






 






156,786






 






 






(2,369






)






 






(1.5






)%






 






 






470,291






 






 






508,939






 






 






(38,648






)






 






(7.6






)%








Specialty segment adjusted EBITDA






 






$






55,774






 






$






59,946






 






$






(4,172






)






 






(7.0






)%






 






$






159,685






 






$






170,137






 






$






(10,452






)






 






(6.1






)%







The decrease in Specialty segment net sales for the fourth quarter of 2025 was primarily due to the Don Pepino divestiture (which negatively impacted net sales versus the fourth quarter of 2024 by $4.0 million) and a decrease in net pricing and the impact of product mix. The decrease in Specialty segment net sales for fiscal 2025 was primarily due to decreased volumes across the Specialty business unit in the aggregate, a decrease in net pricing and the impact of product mix, the Don Pepino divestiture (which negatively impacted net sales versus fiscal 2024 by $9.4 million), and the modest negative impact of foreign currency.


The decrease in Specialty segment adjusted EBITDA for the fourth quarter and full year 2025 was primarily due to the decrease in net sales and the impact of tariffs, offset in part by a decrease in raw material costs as a percentage of net sales in the case of fiscal 2025.


Meals Segment Results

Meals segment results were as follows (dollars in thousands):




 






 






Fourth Quarter Ended






 






 






 






 






 






 






Fiscal Year Ended






 






 






 






 






 








 






 






January 3,






 






December 28,






 






 






 






 






 






 






January 3,






 






December 28,






 






 






 






 






 








 






 






2026






 






2024






 






$ Change






 






% Change






 






2026






 






2024






 






$ Change






 






% Change








Meals segment net sales






 






$






124,239






 






$






122,895






 






$






1,344






 






 






1.1






%






 






$






444,426






 






$






462,397






 






$






(17,971






)






 






(3.9






)%








Meals segment adjusted expenses






 






 






92,209






 






 






94,635






 






 






(2,426






)






 






(2.6






)%






 






 






337,830






 






 






361,344






 






 






(23,514






)






 






(6.5






)%








Meals segment adjusted EBITDA






 






$






32,030






 






$






28,260






 






$






3,770






 






 






13.3






%






 






$






106,596






 






$






101,053






 






$






5,543






 






 






5.5






%







For the fourth quarter of 2025, the increase in Meals segment net sales was primarily due to an increase in net pricing and the impact of product mix, offset in part by lower volumes across the Meals segment in the aggregate. For fiscal 2025, the decrease in Meals segment net sales was primarily due to a decrease in volumes across the Meals business unit in the aggregate, partially offset by an increase in net pricing and the impact of product mix.


The increase in Meals segment adjusted EBITDA in the fourth quarter and full year 2025 was primarily due to the increase in net pricing and improved product mix and cost reductions in certain inputs, as well as from increased plant volumes as pertaining to in-sourcing the manufacturing of certain additional products previously outsourced, offset in part by lower net sales volumes.


Frozen & Vegetables Segment Results

Frozen & Vegetables segment results were as follows (dollars in thousands):




 






 






Fourth Quarter Ended






 






 






 






 






 






 






Fiscal Year Ended






 






 






 






 






 








 






 






January 3,






 






December 28,






 






 






 






 






 






 






January 3,






 






December 28,






 






 






 






 






 








 






 






2026






 






2024






 






$ Change






 






% Change






 






2026






 






2024






 






$ Change






 






% Change








Frozen & Vegetables segment net sales






 






$






99,065






 






 






$






110,137






 






 






$






(11,072






)






 






(10.1






)%






 






$






358,571






 






 






$






395,785






 






$






(37,214






)






 






(9.4






)%








Frozen & Vegetables segment adjusted expenses






 






 






99,533






 






 






 






113,412






 






 






 






(13,879






)






 






(12.2






)%






 






 






358,902






 






 






 






386,263






 






 






(27,361






)






 






(7.1






)%








Frozen & Vegetables segment adjusted EBITDA






 






$






(468






)






 






$






(3,275






)






 






$






2,807






 






 






85.7






%






 






$






(331






)






 






$






9,522






 






$






(9,853






)






 






(103.5






)%







For the fourth quarter of 2025, the decrease in Frozen & Vegetables segment net sales was primarily due to the Le Sueur U.S. divestiture (which negatively impacted net sales versus the fourth quarter of 2024 by $12.4 million). For the fourth quarter of 2025, base business net sales for the Frozen & Vegetables segment increased, primarily due to higher volumes, offset in part by the modest negative impact of foreign currency and a decrease in net pricing and the impact of product mix.


For fiscal 2025, the decrease in Frozen & Vegetables segment net sales was primarily due to the Le Sueur U.S. divestiture (which negatively impacted net sales versus fiscal 2024 by $19.6 million), a decrease in volumes, a decrease in net pricing and the impact of product mix, and the negative impact of foreign currency.


For the fourth quarter of 2025, the increase in Frozen & Vegetables segment adjusted EBITDA was primarily due to a decrease in raw material and manufacturing costs and the favorable impact of foreign currency on cost of goods, offset in part by lower net sales. For fiscal 2025, the decrease in Frozen & Vegetables segment adjusted EBITDA was primarily due to a decrease in net sales, increased trade promotions, an increase in raw material and manufacturing costs (including the impact of tariffs), the Le Sueur U.S. divestiture, and the negative impact of foreign currency on products manufactured at the Company’s manufacturing facility in Mexico.


Spices & Flavor Solutions Segment Results

Spices & Flavor Solutions segment results were as follows (dollars in thousands):




 






 






Fourth Quarter Ended






 






 






 






 






 






 






Fiscal Year Ended






 






 






 






 






 








 






 






January 3,






 






December 28,






 






 






 






 






 






 






January 3,






 






December 28,






 






 






 






 






 








 






 






2026






 






2024






 






$ Change






 






% Change






 






2026






 






2024






 






$ Change






 






% Change








Spices & Flavor Solutions segment net sales






 






$






106,061






 






$






101,804






 






$






4,257






 






 






4.2






%






 






$






395,714






 






$






395,196






 






$






518






 






 






0.1






%








Spices & Flavor Solutions segment adjusted expenses






 






 






82,919






 






 






75,781






 






 






7,138






 






 






9.4






%






 






 






295,795






 






 






284,348






 






 






11,447






 






 






4.0






%








Spices & Flavor Solutions segment adjusted EBITDA






 






$






23,142






 






$






26,023






 






$






(2,881






)






 






(11.1






)%






 






$






99,919






 






$






110,848






 






$






(10,929






)






 






(9.9






)%







The increase in Spices & Flavor Solutions segment net sales for the fourth quarter 2025 was primarily due to an increase in net pricing and the impact of product mix, and an increase in volumes across the Spices & Flavor Solutions business unit in the aggregate. The increase in Spices & Flavor Solutions segment net sales for fiscal 2025 was primarily due to an increase in net pricing and the impact of product mix, partially offset by a decline in volumes across the Spices & Flavor Solutions business unit in the aggregate.


The decrease in Spices & Flavor Solutions segment adjusted EBITDA for the fourth quarter and full year 2025 was primarily due to the impact of tariffs, the impact of product mix, increases in raw material costs (particularly for garlic and black pepper), and the impact of unfavorable manufacturing facility absorption.


Full Year Fiscal 2026 Guidance

For fiscal 2026, net sales are expected to be $1.655 billion to $1.695 billion, adjusted EBITDA is expected to be $265.0 million to $275.0 million, and adjusted diluted earnings per share are expected to be $0.55 to $0.65. This guidance (1) includes the expected impact of one fewer reporting week in fiscal 2026 as compared to fiscal 2025, (2) includes the expected impact of the Company’s divestiture of the Green Giant U.S. frozen product line, which, as publicly announced by press release yesterday, closed effective March 2, 2026, (3) includes the expected impact of the Don Pepino divestiture, which was completed on May 23, 2025, (4) includes the expected impact of the Le Sueur U.S. divestiture, which was completed on August 1, 2025, (5) excludes the expected impact of the pending College Inn and Kitchen Basics acquisition, which, subject to customary closing conditions, is expected to close during the first quarter of 2026, and (6) excludes the expected impact of the pending Green Giant Canada divestiture, which, subject to regulatory approval in Canada and customary closing conditions, is expected to close during the second quarter of 2026.


Given the uncertainty in the political economic environment and rapidly evolving negotiations regarding tariffs and retaliatory tariffs, the Company’s guidance does not reflect fully the potential impacts of recently imposed and threatened tariffs by the U.S. and retaliatory actions taken or threatened by other countries in response, or the potential for additional tariffs, trade barriers or retaliatory actions by the U.S. or other countries.


B&G Foods provides earnings guidance only on a non-GAAP basis and does not provide a reconciliation of the Company’s forward-looking adjusted EBITDA and adjusted diluted earnings per share guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for deferred taxes; acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets; non-recurring expenses, gains and losses; and other charges reflected in the Company’s reconciliation of historic non-GAAP financial measures, the amounts of which, based on past experience, could be material. For additional information regarding B&G Foods’ non-GAAP financial measures, see “About Non-GAAP Financial Measures and Items Affecting Comparability” below.


Conference Call

B&G Foods will hold a conference call at 4:30 p.m. ET today, March 3, 2026 to discuss fourth quarter 2025 financial results. The live audio webcast of the conference call can be accessed at www.bgfoods.com/investor-relations. A replay of the webcast will be available following the conference call through the same link.


About Non-GAAP Financial Measures and Items Affecting Comparability

“Adjusted net income” (net income (loss) adjusted for certain items that affect comparability), “adjusted diluted earnings per share” (diluted earnings (loss) per share adjusted for certain items that affect comparability), “base business net sales” (net sales without the impact of acquisitions until the acquisitions are included in both comparable periods and without the impact of discontinued or divested brands), “EBITDA” (net income (loss) before net interest expense, income taxes, and depreciation and amortization), “adjusted EBITDA” (EBITDA as adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up and gains and losses on the sale of certain assets), gains and losses on extinguishment of debt, impairment of assets held for sale, impairment of intangible assets, and non-recurring expenses, gains and losses), “segment adjusted EBITDA” (segment net sales less segment adjusted expenses), “segment adjusted expenses” (primarily includes cost of goods sold and other expenses incurred by the Company’s business segments to run day-to-day operations, excluding unallocated corporate items, depreciation and amortization, acquisition/divestiture-related and non-recurring expenses, impairment of intangible assets, goodwill and assets held for sale, gains and losses on sales of assets, interest expense, and income tax expense or benefit), “adjusted gross profit” (gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold) and “adjusted gross profit percentage” (gross profit as a percentage of net sales adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold) are “non-GAAP financial measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP) in B&G Foods’ consolidated balance sheets and related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. The Company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.


The Company uses non-GAAP financial measures to adjust for certain items that affect comparability. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management. Because the Company cannot predict the timing and amount of these items that affect comparability, management does not consider these items when evaluating the Company’s performance or when making decisions regarding allocation of resources.


Additional information regarding EBITDA, adjusted EBITDA, segment adjusted EBITDA and reconciliations of EBITDA, adjusted EBITDA and segment adjusted EBITDA to net loss and, in the case of EBITDA and adjusted EBITDA, to net cash provided by operating activities, is included below for the fourth quarter and full year 2025 and 2024, along with the components of EBITDA, adjusted EBITDA and segment adjusted EBITDA. Also included below are reconciliations of the non-GAAP terms adjusted net income, adjusted diluted earnings per share and base business net sales to the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s consolidated balance sheets and related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows.


End Notes




(1)





 

Please see “About Non-GAAP Financial Measures and Items Affecting Comparability” above for the definition of the non-GAAP financial measures “base business net sales,” “adjusted diluted earnings per share,” “adjusted net income ,” “EBITDA,” “adjusted EBITDA,” “segment adjusted EBITDA,” “segment adjusted expenses,” “adjusted gross profit” and “adjusted gross profit percentage,” as well as information concerning certain items affecting comparability and reconciliations of the non-GAAP terms to the most comparable GAAP financial measures.








(2)





 

Green Giant Canada refers to the Company’s Green Giant and Le Sieur frozen and shelf-stable vegetable product lines in Canada.








(3)





 

Segment net sales, segment adjusted expenses and segment adjusted EBITDA are the primary measures used by the Company’s chief operating decision maker (CODM) to evaluate segment operating performance and to decide how to allocate resources to segments. The Company’s CODM is the Company’s chief executive officer. Segment adjusted expenses and segment adjusted EBITDA exclude unallocated corporate items, depreciation and amortization, acquisition/divestiture-related and non-recurring expenses, impairment of intangible assets, gains and losses on sales of assets, interest expense, and income tax expense or benefit. Unallocated corporate items consist of centrally managed corporate functions, including selling, marketing, procurement, centralized administrative functions, insurance, and other similar expenses not directly tied to segment operating performance. Depreciation and amortization expenses are neither maintained nor available by business segment, as the Company’s manufacturing, warehouse, and distribution activities are centrally managed. These items that are centrally managed at the corporate level, and therefore excluded from the measures of segment adjusted expenses and segment adjusted EBITDA, are reviewed by the CODM. Expenses that are managed centrally but can be attributed to a segment, such as warehousing and transportation expenses, are generally allocated to segments based on net sales.







About B&G Foods, Inc.

Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.


Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ expectations regarding net sales, adjusted EBITDA and adjusted diluted earnings per share and B&G Foods’ overall expectations for fiscal 2026 and beyond, including B&G Foods’ ability to divest brands and product lines that are non-core to B&G Foods’ long-term strategy, sharpen its focus and reduce long-term debt. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: the Company’s substantial leverage, which may impact the Company’s ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; the Company’s ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by the Company’s operating performance but also by events beyond the Company’s control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on the Company’s procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of the Company’s commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; the Company’s ability to successfully implement sales price increases and cost-saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for the Company’s products and local economic and market conditions; the Company’s continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of the Company and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on the Company’s business, including among other things, the Company’s supply chain, manufacturing operations or workforce and customer and consumer demand for the Company’s products; the Company’s ability to recruit and retain senior management and a highly skilled and diverse workforce at the Company’s corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of the Company’s business through acquisitions or reduction in size through divestitures; the Company’s possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of the Company’s Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, the Company’s possible inability to achieve the expected margin improvements, cost savings and debt reduction; whether and when the closing conditions for the Company’s pending acquisition of the College Inn and Kitchen Basics brands will be satisfied and whether and when the acquisition will close, and the Company’s possible inability to identify new acquisitions or to integrate recent, pending or future acquisitions or the Company’s failure to realize anticipated revenue enhancements, cost savings or other synergies from recent, pending or future acquisitions; the Company’s ability to successfully complete the integration of recent, pending or future acquisitions into the Company’s enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; the Company’s ability to access the credit markets and the Company’s borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of the Company’s competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of the Company’s goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of the Company’s brands deteriorate at rates in excess of its current projections, the Company’s market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; the Company’s ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; the Company’s ability to successfully implement the Company’s sustainability initiatives and achieve the Company’s sustainability goals, and changes to environmental laws and regulations; the Company’s ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of the Company’s customers’ inventories and credit and other business risks related to the Company’s customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of the Company’s third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt the Company’s supply of raw materials or certain finished goods products or injure the Company’s reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.




B&G Foods, Inc. and Subsidiaries








Consolidated Balance Sheets








(In thousands, except share and per share data)








(Unaudited)








 






 






 






 






 






 






 








 






 






January 3,






 






December 28,








 






 






2026






 






2024








Assets






 






 






 






 






 






 








Current assets:






 






 






 






 






 






 








Cash and cash equivalents






 






$






56,293






 






$






50,583






 








Trade accounts receivable, net






 






 






140,699






 






 






172,260






 








Inventories






 






 






420,766






 






 






511,232






 








Assets held for sale






 






 






51,343






 






 






—






 








Prepaid expenses and other current assets






 






 






53,380






 






 






38,301






 








Income tax receivable






 






 






17,337






 






 






9,068






 








Total current assets






 






 






739,818






 






 






781,444






 








 






 






 






 






 






 






 








Property, plant and equipment, net






 






 






253,433






 






 






278,119






 








Operating lease right-of-use assets






 






 






50,983






 






 






55,431






 








Finance lease right-of-use assets






 






 






—






 






 






773






 








Goodwill






 






 






543,812






 






 






548,231






 








Other intangible assets, net






 






 






1,190,974






 






 






1,285,946






 








Other assets






 






 






45,890






 






 






34,788






 








Deferred income taxes






 






 






9,885






 






 






9,320






 








Total assets






 






$






2,834,795






 






$






2,994,052






 








 






 






 






 






 






 






 








Liabilities and Stockholders’ Equity






 






 






 






 






 






 








Current liabilities:






 






 






 






 






 






 








Trade accounts payable






 






$






107,669






 






$






113,209






 








Accrued expenses






 






 






78,436






 






 






83,960






 








Current portion of operating lease liabilities






 






 






16,697






 






 






17,963






 








Current portion of finance lease liabilities






 






 






—






 






 






726






 








Current portion of long-term debt






 






 






4,500






 






 






5,625






 








Income tax payable






 






 






343






 






 






344






 








Dividends payable






 






 






15,196






 






 






15,038






 








Total current liabilities






 






 






222,841






 






 






236,865






 








 






 






 






 






 






 






 








Long-term debt, net of current portion






 






 






1,945,576






 






 






2,014,823






 








Deferred income taxes






 






 






167,951






 






 






168,027






 








Long-term operating lease liabilities, net of current portion






 






 






34,636






 






 






37,697






 








Other liabilities






 






 






10,866






 






 






11,833






 








Total liabilities






 






 






2,381,870






 






 






2,469,245






 








 






 






 






 






 






 






 








Stockholders’ equity:






 






 






 






 






 






 








Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding






 






 






—






 






 






—






 








Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 79,977,050 and 79,144,800 shares issued and outstanding as of January 3, 2026 and December 28, 2024, respectively






 






 






800






 






 






791






 








Additional paid-in capital






 






 






—






 






 






—






 








Accumulated other comprehensive income (loss)






 






 






15,045






 






 






(4,743






)








Retained earnings






 






 






437,080






 






 






528,759






 








Total stockholders’ equity






 






 






452,925






 






 






524,807






 








Total liabilities and stockholders’ equity






 






$






2,834,795






 






$






2,994,052






 









B&G Foods, Inc. and Subsidiaries








Consolidated Statements of Operations








(In thousands, except per share data)








(Unaudited)








 






 






 






 






 






 






 






 






 






 






 






 








 






Fourth Quarter Ended






 






Fiscal Year Ended








 






January 3,






 






December 28,






 






January 3,






 






December 28,








 






2026






 






2024






 






2026






 






2024








Net sales






$






539,556






 






 






$






551,568






 






 






$






1,828,687






 






 






$






1,932,454






 








Cost of goods sold






 






416,821






 






 






 






432,881






 






 






 






1,429,870






 






 






 






1,510,504






 








Gross profit






 






122,735






 






 






 






118,687






 






 






 






398,817






 






 






 






421,950






 








 






 






 






 






 






 






 






 






 






 






 






 








Operating expenses:






 






 






 






 






 






 






 






 






 






 






 








Selling, general and administrative expenses






 






54,002






 






 






 






50,340






 






 






 






194,947






 






 






 






188,068






 








Amortization expense






 






4,991






 






 






 






5,111






 






 






 






20,292






 






 






 






20,444






 








Impairment of goodwill






 






—






 






 






 






—






 






 






 






—






 






 






 






70,580






 








(Gain) loss on sales of assets






 






—






 






 






 






—






 






 






 






(2,867






)






 






 






135






 








Impairment of assets held for sale






 






700






 






 






 






—






 






 






 






28,500






 






 






 






—






 








Impairment of intangible assets






 






34,798






 






 






 






320,000






 






 






 






60,798






 






 






 






320,000






 








Operating income (loss)






 






28,244






 






 






 






(256,764






)






 






 






97,147






 






 






 






(177,277






)








 






 






 






 






 






 






 






 






 






 






 






 








Other expenses (income):






 






 






 






 






 






 






 






 






 






 






 








Interest expense, net






 






38,796






 






 






 






39,648






 






 






 






149,631






 






 






 






157,447






 








Other income






 






(1,201






)






 






 






(1,081






)






 






 






(4,750






)






 






 






(4,215






)








Loss before income tax expense (benefit)






 






(9,351






)






 






 






(295,331






)






 






 






(47,734






)






 






 






(330,509






)








Income tax expense (benefit)






 






5,827






 






 






 






(72,917






)






 






 






(4,477






)






 






 






(79,258






)








Net loss






$






(15,178






)






 






$






(222,414






)






 






$






(43,257






)






 






$






(251,251






)








 






 






 






 






 






 






 






 






 






 






 






 








Weighted average shares outstanding:






 






 






 






 






 






 






 






 






 






 






 








Basic






 






79,977






 






 






 






79,152






 






 






 






79,755






 






 






 






79,012






 








Diluted






 






80,881






 






 






 






79,152






 






 






 






79,755






 






 






 






79,012






 








 






 






 






 






 






 






 






 






 






 






 






 








Loss per share:






 






 






 






 






 






 






 






 






 






 






 








Basic






$






(0.19






)






 






$






(2.81






)






 






$






(0.54






)






 






$






(3.18






)








Diluted






$






(0.19






)






 






$






(2.81






)






 






$






(0.54






)






 






$






(3.18






)








 






 






 






 






 






 






 






 






 






 






 






 








Cash dividends declared per share






$






0.19






 






 






$






0.19






 






 






$






0.76






 






 






$






0.76






 









B&G Foods, Inc. and Subsidiaries








Segment Net Sales, Segment Adjusted Expenses and Segment Adjusted EBITDA and








Reconciliation of Segment Adjusted EBITDA to Net Loss








(In thousands)








(Unaudited)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






Fourth Quarter Ended






 






Fiscal Year Ended








 






 






January 3,






 






December 28,






 






January 3,






 






December 28,








 






 






2025






 






2024






 






2025






 






2024








Segment net sales:






 






 






 






 






 






 






 






 






 






 






 






 








Specialty






 






$






210,191






 






 






$






216,732






 






 






$






629,976






 






 






$






679,076






 








Meals






 






 






124,239






 






 






 






122,895






 






 






 






444,426






 






 






 






462,397






 








Frozen & Vegetables






 






 






99,065






 






 






 






110,137






 






 






 






358,571






 






 






 






395,785






 








Spices & Flavor Solutions






 






 






106,061






 






 






 






101,804






 






 






 






395,714






 






 






 






395,196






 








Total segment net sales






 






 






539,556






 






 






 






551,568






 






 






 






1,828,687






 






 






 






1,932,454






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Segment adjusted expenses:






 






 






 






 






 






 






 






 






 






 






 






 








Specialty






 






 






154,417






 






 






 






156,786






 






 






 






470,291






 






 






 






508,939






 








Meals






 






 






92,209






 






 






 






94,635






 






 






 






337,830






 






 






 






361,344






 








Frozen & Vegetables






 






 






99,533






 






 






 






113,412






 






 






 






358,902






 






 






 






386,263






 








Spices & Flavor Solutions






 






 






82,919






 






 






 






75,781






 






 






 






295,795






 






 






 






284,348






 








Total segment adjusted expenses






 






 






429,078






 






 






 






440,614






 






 






 






1,462,818






 






 






 






1,540,894






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Segment adjusted EBITDA:






 






 






 






 






 






 






 






 






 






 






 






 








Specialty






 






 






55,774






 






 






 






59,946






 






 






 






159,685






 






 






 






170,137






 








Meals






 






 






32,030






 






 






 






28,260






 






 






 






106,596






 






 






 






101,053






 








Frozen & Vegetables






 






 






(468






)






 






 






(3,275






)






 






 






(331






)






 






 






9,522






 








Spices & Flavor Solutions






 






 






23,142






 






 






 






26,023






 






 






 






99,919






 






 






 






110,848






 








Total segment adjusted EBITDA






 






 






110,478






 






 






 






110,954






 






 






 






365,869






 






 






 






391,560






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Unallocated corporate expenses






 






 






25,803






 






 






 






24,875






 






 






 






93,669






 






 






 






96,147






 








Adjusted EBITDA






 






$






84,675






 






 






$






86,079






 






 






$






272,200






 






 






$






295,413






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Depreciation and amortization






 






$






16,099






 






 






$






16,905






 






 






$






66,223






 






 






$






68,614






 








Acquisition/divestiture-related and non-recurring expenses






 






 






3,633






 






 






 






4,649






 






 






 






14,655






 






 






 






8,938






 








Impairment of goodwill






 






 






—






 






 






 






—






 






 






 






—






 






 






 






70,580






 








(Gain) loss on sales of assets






 






 






—






 






 






 






—






 






 






 






(2,867






)






 






 






135






 








Impairment of assets held for sale






 






 






700






 






 






 






—






 






 






 






28,500






 






 






 






—






 








Impairment of intangible assets






 






 






34,798






 






 






 






320,000






 






 






 






60,798






 






 






 






320,000






 








Impairment of property, plant and equipment, net






 






 






—






 






 






 






208






 






 






 






2,994






 






 






 






208






 








Interest expense, net






 






 






38,796






 






 






 






39,648






 






 






 






149,631






 






 






 






157,447






 








Income tax expense (benefit)






 






 






5,827






 






 






 






(72,917






)






 






 






(4,477






)






 






 






(79,258






)








Net loss






 






$






(15,178






)






 






$






(222,414






)






 






$






(43,257






)






 






$






(251,251






)









B&G Foods, Inc. and Subsidiaries








Items Affecting Comparability








Reconciliation of Net Loss to EBITDA and Adjusted EBITDA(1)








(In thousands)








(Unaudited)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






Fourth Quarter Ended






 






Fiscal Year Ended








 






 






January 3,






 






December 28,






 






January 3,






 






December 28,








 






 






2026






 






2024






 






2026






 






2024








Net loss






 






$






(15,178






)






 






$






(222,414






)






 






$






(43,257






)






 






$






(251,251






)








Income tax expense (benefit)






 






 






5,827






 






 






 






(72,917






)






 






 






(4,477






)






 






 






(79,258






)








Interest expense, net(2)(3)(4)






 






 






38,796






 






 






 






39,648






 






 






 






149,631






 






 






 






157,447






 








Depreciation and amortization






 






 






16,099






 






 






 






16,905






 






 






 






66,223






 






 






 






68,614






 








EBITDA(1)






 






 






45,544






 






 






 






(238,778






)






 






 






168,120






 






 






 






(104,448






)








Acquisition/divestiture-related and non-recurring expenses(5)






 






 






3,633






 






 






 






4,649






 






 






 






14,655






 






 






 






8,938






 








Impairment of goodwill(6)






 






 






—






 






 






 






—






 






 






 






—






 






 






 






70,580






 








Impairment of intangible assets(7)






 






 






34,798






 






 






 






320,000






 






 






 






60,798






 






 






 






320,000






 








(Gain) loss on sales of assets(8)






 






 






—






 






 






 






—






 






 






 






(2,867






)






 






 






135






 








Impairment of property, plant and equipment, net(9)






 






 






—






 






 






 






208






 






 






 






2,994






 






 






 






208






 








Impairment of assets held for sale(10)








700









—









28,500









—









Adjusted EBITDA(1)







$






84,675






 






 






$






86,079






 






 






$






272,200






 






 






$






295,413






 









B&G Foods, Inc. and Subsidiaries








Items Affecting Comparability








Reconciliation of Net Cash Provided by Operating Activities to EBITDA and Adjusted EBITDA(1)








(In thousands)








(Unaudited)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






Fourth Quarter Ended






 






Fiscal Year Ended








 






 






January 3,






 






December 28,






 






January 3,






 






December 28,








 






 






2026






 






2024






 






2026






 






2024








Net cash provided by operating activities






 






$






95,446






 






 






$






80,348






 






 






$






101,396






 






 






$






130,914






 








Income tax expense (benefit)






 






 






5,827






 






 






 






(72,917






)






 






 






(4,477






)






 






 






(79,258






)








Interest expense, net(2)(3)(4)






 






 






38,796






 






 






 






39,648






 






 






 






149,631






 






 






 






157,447






 








Impairment of goodwill(6)






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(70,580






)








Impairment of intangible assets(7)






 






 






(34,798






)






 






 






(320,000






)






 






 






(60,798






)






 






 






(320,000






)








(Loss) gain on extinguishment of debt(2)






 






 






—






 






 






 






(188






)






 






 






2,754






 






 






 






(2,126






)








Loss on sales of property, plant and equipment






 






 






(105






)






 






 






(92






)






 






 






(1,134






)






 






 






(215






)








Gain (loss) on sale of assets(8)






 






 






—






 






 






 






—






 






 






 






2,867






 






 






 






(135






)








Impairment of property, plant and equipment(9)






 






 






—






 






 






 






(208






)






 






 






(2,994






)






 






 






(208






)








Impairment of assets held for sale(10)






 






 






(700






)






 






 






—






 






 






 






(28,500






)






 






 






—






 








Deferred income taxes






 






 






(11,985






)






 






 






82,139






 






 






 






1,816






 






 






 






99,107






 








Amortization of deferred debt financing costs and bond discount/premium






 






 






(1,483






)






 






 






(1,391






)






 






 






(6,420






)






 






 






(5,928






)








Share-based compensation expense






 






 






(2,713






)






 






 






(1,869






)






 






 






(13,317






)






 






 






(8,664






)








Changes in assets and liabilities, net of effects of business combinations






 






 






(42,741






)






 






 






(44,248






)






 






 






27,296






 






 






 






(4,802






)








EBITDA(1)






 






 






45,544






 






 






 






(238,778






)






 






 






168,120






 






 






 






(104,448






)








Acquisition/divestiture-related and non-recurring expenses(5)






 






 






3,633






 






 






 






4,649






 






 






 






14,655






 






 






 






8,938






 








Impairment of goodwill(6)






 






 






—






 






 






 






—






 






 






 






—






 






 






 






70,580






 








Impairment of intangible assets(7)






 






 






34,798






 






 






 






320,000






 






 






 






60,798






 






 






 






320,000






 








(Gain) loss on sales of assets(8)






 






 






—






 






 






 






—






 






 






 






(2,867






)






 






 






135






 








Impairment of property, plant and equipment, net(9)






 






 






—






 






 






 






208






 






 






 






2,994






 






 






 






208






 








Impairment of assets held for sale(10)






 






 






700






 






 






 






—






 






 






 






28,500






 






 






 






—






 








Adjusted EBITDA(1)






 






$






84,675






 






 






$






86,079






 






 






$






272,200






 






 






$






295,413










B&G Foods, Inc. and Subsidiaries








Items Affecting Comparability








Reconciliation of Net Loss to Adjusted Net Income and Adjusted Diluted Earnings per Share(11)








(In thousands, except per share data)








(Unaudited)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






Fourth Quarter Ended






 






Fiscal Year Ended








 






 






January 3,






 






December 28,






 






January 3,






 






December 28,








 






 






2026






 






2024






 






2026






 






2024








Net loss






 






$






(15,178






)






 






$






(222,414






)






 






$






(43,257






)






 






$






(251,251






)








Loss (gain) on extinguishment of debt(2)






 






 






—






 






 






 






188






 






 






 






(2,754






)






 






 






2,126






 








Accelerated amortization of deferred debt financing costs(3)






 






 






—






 






 






 






—






 






 






 






588






 






 






 






456






 








Debt financing costs(4)






 






 






—






 






 






 






—






 






 






 






28






 






 






 






1,140






 








Acquisition/divestiture-related and non-recurring expenses(5)






 






 






3,633






 






 






 






4,649






 






 






 






14,655






 






 






 






8,938






 








Impairment of goodwill(6)






 






 






—






 






 






 






—






 






 






 






—






 






 






 






70,580






 








Impairment of intangible assets(7)






 






 






34,798






 






 






 






320,000






 






 






 






60,798






 






 






 






320,000






 








(Gain) loss on sales of assets(8)






 






 






—






 






 






 






—






 






 






 






(2,867






)






 






 






135






 








Impairment of property, plant and equipment, net(9)






 






 






—






 






 






 






208






 






 






 






2,994






 






 






 






208






 








Impairment of assets held for sale(10)






 






 






700






 






 






 






—






 






 






 






28,500






 






 






 






—






 








Tax adjustments(12)






 






 






5,154






 






 






 






1,636






 






 






 






3,858






 






 






 






2,282






 








Tax effects of non-GAAP adjustments(13)






 






 






(6,309






)






 






 






(79,636






)






 






 






(21,277






)






 






 






(98,876






)








Adjusted net income(11)






 






$






22,798






 






 






$






24,631






 






 






$






41,266






 






 






$






55,738






 








Adjusted diluted earnings per share(11)(14)






 






$






0.28






 






 






$






0.31






 






 






$






0.51






 






 






$






0.70






 









_________________________








(1)





 

EBITDA and adjusted EBITDA are non-GAAP financial measures used by management to measure operating performance. A non-GAAP financial measure is defined as a numerical measure of the Company’s financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s consolidated balance sheets and related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows. The Company defines EBITDA as net income (loss) before net interest expense, income taxes, and depreciation and amortization. The Company defines adjusted EBITDA as EBITDA adjusted for cash and non-cash acquisition/divestiture-related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and consolidation expenses, amortization of acquired inventory fair value step-up, and gains and losses on the sale of certain assets); gains and losses on extinguishment of debt; impairment of assets held for sale; impairment of intangible assets; and non-recurring expenses, gains and losses.








 

Management believes that it is useful to eliminate these items because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and the Company’s ability to generate cash flow from operations. The Company uses EBITDA and adjusted EBITDA in the Company’s business operations to, among other things, evaluate the Company’s operating performance, develop budgets and measure the Company’s performance against those budgets, determine employee bonuses and evaluate the Company’s cash flows in terms of cash needs. The Company also presents EBITDA and adjusted EBITDA because the Company believes they are useful indicators of the Company’s historical debt capacity and ability to service debt and because covenants in the Company’s credit agreement, the Company’s senior secured notes indenture and the Company’s senior notes indenture contain ratios based on these measures. As a result, reports used by internal management during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics. However, management uses these metrics in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity.








 

EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to operating income (loss), net income (loss) or any other GAAP measure as an indicator of operating performance. EBITDA and adjusted EBITDA are not complete net cash flow measures because EBITDA and adjusted EBITDA are measures of liquidity that do not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA and adjusted EBITDA are potential indicators of an entity’s ability to fund these cash requirements. EBITDA and adjusted EBITDA are not complete measures of an entity’s profitability because they do not include certain costs and expenses and gains and losses described above. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA and adjusted EBITDA can still be useful in evaluating the Company’s performance against the Company’s peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts.








(2)





 

Net interest expense for fiscal 2025 was reduced by $2.3 million (or $1.7 million, net of tax) as a result of gains on extinguishment of debt related to the Company’s repurchases of $40.7 million aggregate principal amount of its 5.25% senior notes due 2027 in open market purchases during fiscal 2025 at discounted repurchase prices, which resulted in a pre-tax gain of $2.9 million, partially offset by the accelerated amortization of deferred debt financing costs of $0.6 million, described in footnote (3) below, for fiscal 2025.








 

Net interest expense for fiscal 2024 includes a loss on extinguishment of debt of $2.1 million (or $1.6 million, net of tax), which consists of $1.3 million related to the refinancing of tranche B term loans and $0.6 million related to the refinancing of revolving credit loans during the third quarter of 2024, and $0.2 million related to the Company’s redemption in full of its then remaining outstanding 5.25% senior notes due 2025 during the fourth quarter of 2024.








(3)





 

Net interest expense for fiscal 2025 includes the accelerated amortization of deferred debt financing costs of $0.6 million (or $0.4 million, net of tax), resulting from the Company’s repurchases of 5.25% senior notes due 2027 described in footnote (2) above.








 

Net interest expense for fiscal 2024 includes the accelerated amortization of deferred debt financing costs of $0.5 million (or $0.3 million, net of tax), resulting from the Company’s prepayment of $21.3 million aggregate principal amount of tranche B term loans and repurchase of $0.7 million aggregate principal amount of 8.00% senior secured notes due 2028 during the second quarter of 2024.








(4)





 

Debt financing costs for fiscal 2024 reflects the portion of debt financing costs incurred in connection with the Company’s refinancing of the Company’s senior secured credit facility that is included in net interest expense. Of the $1.1 million (or $0.9 million, net of tax) included in net interest expense for the fourth quarter and full year 2024, $0.7 million relates to the refinancing of revolving credit loans and $0.4 million relates to the refinancing of tranche B term loans.








(5)





 

Acquisition/divestiture-related and non-recurring expenses primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.








(6)





 

In connection with the Company’s transition from one reportable segment to four reportable segments during the first quarter of 2024, the Company reassigned assets and liabilities, including goodwill, between four reporting units (which are the same as the Company’s reportable segments). The Company completed a goodwill impairment test, both prior to and subsequent to the change in reporting structure, comparing the fair values of the reporting units to the carrying values. The goodwill impairment test resulted in the Company recognizing pre-tax, non-cash goodwill impairment charges of $70.6 million (or $53.4 million, net of tax) within its Frozen & Vegetables reporting unit during the first quarter of 2024.








(7)





 

During fiscal 2025, the Company recorded pre-tax, non-cash impairment charges of $60.8 million (or $46.1 million, net of tax), including $34.8 million (or $26.4 million, net of tax) related to finite-lived intangible customer relationship assets and indefinite-lived intangible trademark assets for the Green Giant brand during the fourth quarter of 2025 and $26.0 million (or $19.6 million, net of tax) related to indefinite-lived intangible trademark assets for the Victoria and McCann’s brands during the third quarter of 2025.








 

During the fourth quarter of 2024, the Company recorded pre-tax, non-cash impairment charges of $320.0 million (or $241.6 million, net of tax) related to indefinite-lived intangible trademark assets for the Green Giant, Victoria, Static Guard and McCann’s brands.








(8)





 

During fiscal 2025, the Company recognized a net gain on sale of assets of $2.9 million (or $2.2 million, net of tax), which includes a gain on sale of $15.5 million (or $11.6 million, net of tax) for the Le Sueur U.S. divestiture during the third quarter of 2025, partially offset by a loss on sale of $12.6 million (or $9.5 million, net of tax) for the Don Pepino divestiture during the second quarter of 2025.








(9)





 

During the first quarter of 2025, the Company recorded pre-tax, non-cash impairment charges of $3.0 million (or $2.3 million, net of tax) related to property, plant and equipment.








(10)





 

During the third quarter of 2025, the Company reclassified $75.6 million of inventories, $6.3 million of indefinite-lived trademark intangible assets and $3.1 million of finite-lived customer relationship intangible assets related to Green Giant Canada within the Frozen & Vegetables business unit to assets held for sale as of the end of the third quarter of 2025. The Company then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax, non-cash impairment charges of $27.8 million (or $21.0 million, net of tax) during the third quarter of 2025. During the fourth quarter of 2025, the value of inventories included in assets held for sale decreased by $5.2 million and the Company recorded additional pre-tax, non-cash impairment charges of $0.7 million (or $0.6 million, net of tax) related to inventories included in assets held for sale.








(11)





 

Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. The Company defines adjusted net income and adjusted diluted earnings per share as net income (loss) and diluted earnings (loss) per share adjusted for certain items that affect comparability. These non-GAAP financial measures reflect adjustments to net income (loss) and diluted earnings (loss) per share to eliminate the items identified in the reconciliation above. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management. Because the Company cannot predict the timing and amount of these items, management does not consider these items when evaluating the Company’s performance or when making decisions regarding allocation of resources.








(12)





 

The Company recorded a net tax adjustment expense of $5.2 million and $3.9 million during the fourth quarter of 2025 and fiscal 2025, respectively. The tax adjustment expense for fiscal 2025 is primarily comprised of a valuation allowance of $4.6 million related to the Company’s interest expense deduction limitation, $0.9 million related to share-based compensation and rate changes, and a return-to-provision adjustment of $0.5 million, partially offset by a tax adjustment benefit of $2.1 million for a change in tax regulations for Section 987 of the Internal Revenue Code of 1986.








 

Tax adjustments for the fourth quarter and full year 2024 relate to return-to-provision adjustments in the U.S., Mexico and Canada.








(13)





 

Represents the tax effects of the non-GAAP adjustments listed above, assuming a tax rate of approximately 24.5%.








(14)





 

The Company was in a net loss position for the fourth quarter and full year 2025 and the fourth quarter and full year 2024, therefore there are no potentially dilutive share-based compensation awards included in the calculation of diluted weighted average shares outstanding for those periods, as their effect would have been antidilutive. However, given that the adjustments described above resulted in adjusted net income for those periods, the dilutive impact of potentially dilutive share-based compensation awards are being included in the calculation of adjusted diluted weighted average shares outstanding and, therefore, in the calculation of adjusted diluted earnings per share.









B&G Foods, Inc. and Subsidiaries








Items Affecting Comparability








Reconciliation of Net Sales to Base Business Net Sales(1)








(In thousands)








(Unaudited)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






Fourth Quarter Ended






 






Fiscal Year Ended








 






 






January 3,






 






December 28,






 






January 3,






 






December 28,








 






 






2026






 






2024






 






2026






 






2024








Net sales






 






$






539,556






 






$






551,568






 






 






$






1,828,687






 






 






$






1,932,454






 








Net sales from discontinued or divested brands(2)






 






 






—






 






 






(16,382






)






 






 






(22,633






)






 






 






(51,475






)








Base business net sales






 






$






539,556






 






$






535,186






 






 






$






1,806,054






 






 






$






1,880,979






 








_________________________



(1)





 

Base business net sales is a non-GAAP financial measure used by management to measure operating performance. The Company defines base business net sales as the Company’s net sales excluding (1) the net sales of acquisitions until the net sales from such acquisitions are included in both comparable periods and (2) net sales of discontinued or divested brands. The portion of current period net sales attributable to recent acquisitions for which there is no corresponding period in the comparable period of the prior year is excluded. For each acquisition, the excluded period starts at the beginning of the most recent fiscal period being compared and ends on the first anniversary of the acquisition date. For discontinued or divested brands, the entire amount of net sales is excluded from each fiscal period being compared. The Company has included this financial measure because management believes it provides useful and comparable trend information regarding the results of the Company’s business without the effect of the timing of acquisitions and the effect of discontinued or divested brands.








(2)





 

For fiscal 2025, reflects net sales of the Le Sueur U.S. shelf-stable vegetable brand and the Don Pepino and Sclafani brands through the applicable dates of the divestitures. For the fourth quarter and fiscal 2024, reflects net sales of the Le Sueur U.S. shelf-stable vegetable brand, which was divested on August 1, 2025, net sales of the Don Pepino and Sclafani brands, which were divested on May 23, 2025, and a net credit paid to customers relating to other discontinued and divested brands.









B&G Foods, Inc. and Subsidiaries








Items Affecting Comparability








Reconciliation of Gross Profit to Adjusted Gross Profit and








Gross Profit Percentage to Adjusted Gross Profit Percentage(1)








(In thousands, except percentages)








(Unaudited)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






Fourth Quarter Ended






 






Fiscal Year Ended








 






 






January 3,






 






December 28,






 






January 3,






 






December 28,








 






 






2026






 






2024






 






2026






 






2024








Gross profit






 






$






122,735






 






$






118,687






 






$






398,817






 






$






421,950








Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold(2)






 






 






1,117






 






 






3,658






 






 






3,539






 






 






5,979








Adjusted gross profit(1)






 






$






123,852






 






$






122,345






 






$






402,356






 






$






427,929








 






 






 






 






 






 






 






 






 






 






 






 






 








Gross profit percentage






 






 






22.7%






 






 






21.5%






 






 






21.8%






 






 






21.8%








Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold as a percentage of net sales






 






 






0.2%






 






 






0.7%






 






 






0.2%






 






 






0.3%








Adjusted gross profit percentage(1)






 






 






23.0%






 






 






22.2%






 






 






22.0%






 






 






22.1%








_________________________



(1)





 

Adjusted gross profit and adjusted gross profit percentage are non-GAAP financial measures used by management to measure operating performance. The Company defines adjusted gross profit as gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold and adjusted gross profit percentage as gross profit percentage (i.e., gross profit as a percentage of net sales) adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold. These non-GAAP financial measures reflect adjustments to gross profit and gross profit percentage to eliminate the items identified in the reconciliation above. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as the Company’s management. Because the Company cannot predict the timing and amount of these items, management does not consider these items when evaluating the Company’s performance or when making decisions regarding allocation of resources.








(2)





 

Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260303220342/en/
Investor Relations:

ICR, Inc.

Anna Kate Heller

bgfoodsIR@icrinc.com


Media Relations:

ICR, Inc.

Matt Lindberg

matthew.lindberg@icrinc.com


Original: B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2025