B&G Foods, Inc.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Forward-Looking Statements” before Part I of this report and elsewhere in this report. The following discussion should be read in conjunction with the unaudited consolidated interim financial statements and related notes for the thirteen weeks ended April 4, 2026 (first quarter of 2026) included elsewhere in this report and the audited consolidated financial statements and related notes for the fiscal year ended January 3, 2026 (fiscal 2025) included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 3, 2026 (which we refer to as our 2025 Annual Report on Form 10-K).

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Forward-Looking Statements” before Part I of this report and elsewhere in this report. The following discussion should be read in conjunction with the unaudited consolidated interim financial statements and related notes for the thirteen and twenty-six weeks ended July 4, 2026 (second quarter and first two quarters of 2026) included elsewhere in this report and the audited consolidated financial statements and related notes for the fiscal year ended January 3, 2026 (fiscal 2025) included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 3, 2026 (which we refer to as our 2025 Annual Report on Form 10-K).

Previous wording

In addition, in an attempt to sharpen focus, improve margins and reduce our long-term debt, we have been reshaping our portfolio through select divestitures. For example, on March 2, 2026, we completed the sale of theGreen GiantU.S. frozen business to Seneca Foods Corporation. On October 24, 2025, we entered into an agreement to sell ourGreen GiantandLe Sieurfrozen and shelf-stable product lines in Canada, which we refer to in in this report as “Green Giant Canada,” to Nortera Foods Inc., which, subject to regulatory approval and customary closing conditions, is expected to close during the second quarter of 2026. On August 1, 2025, we completed the sale of theLe SueurU.S. shelf-stable vegetable brand to McCall Farms. On May 23, 2025, we completed the sale of theDon PepinoandSclafanibrands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Violet Foods LLC. In this report, we refer to these divestitures as the “Green GiantU.S. frozen divestiture,” the pending “Green GiantCanada divestiture,” the “Le SueurU.S. divestiture,” and the “Don Pepinodivestiture,” respectively. These divestitures affect, or will affect, comparability between periods.

Current wording

In addition, in an attempt to sharpen focus, improve margins and reduce our long-term debt, we have been reshaping our portfolio through select divestitures. For example, on March 2, 2026, we completed the sale of theGreen GiantU.S. frozen business to Seneca Foods Corporation. On October 24, 2025, we entered into an agreement to sell ourGreen GiantandLe Sieurfrozen and shelf-stable product lines in Canada, which we refer to in in this report as “Green Giant Canada,” to Nortera Foods Inc., which, subject to regulatory review and customary closing conditions, is expected to close during the third quarter of 2026. On August 1, 2025, we completed the sale of theLe SueurU.S. shelf-stable vegetable brand to McCall Farms. On May 23, 2025, we completed the sale of theDon PepinoandSclafanibrands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Violet Foods LLC. In this report, we refer to these divestitures as the “Green GiantU.S. frozen divestiture,” the pending “Green GiantCanada divestiture,” the “Le SueurU.S. divestiture,” and the “Don Pepinodivestiture,” respectively. These divestitures affect, or will affect, comparability between periods.

Previous wording

We experienced material net cost increases for raw materials during the last several years due to a number of factors. Raw material costs remained elevated in fiscal 2025 and the first quarter of 2026 and we anticipate that certain raw material costs will remain elevated during the remainder of fiscal 2026. We are currently locked into our supply and prices for a majority of our most significant raw material commodities through at least the end of the second quarter of 2026.

Current wording

We experienced material net cost increases for raw materials during the last several years due to a number of factors. Raw material costs remained elevated in fiscal 2025 and the first two quarters of 2026 and we anticipate that certain raw material costs will remain elevated during at least the remainder of fiscal 2026. We are currently locked into our supply and prices for a majority of our most significant raw material commodities through at least the end of the third quarter of 2026.

Previous wording

In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through list price increases, trade spend reductions and cost savings initiatives. Although freight rates began to moderate in 2023, freight rates remained elevated during fiscal 2025 and the first quarter of 2026, and, due in part to geopolitical conflict, including the hostilities involving Iran, which have exacerbated fuel price volatility, we expect freight rates to remain elevated during the remainder of fiscal 2026.

Current wording

In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through list price increases, trade spend reductions and cost savings initiatives. Although freight rates began to moderate in 2023, freight rates remained elevated during fiscal 2025 and the first two quarters of 2026, and, due in part to geopolitical conflict, including the hostilities involving Iran, which have exacerbated fuel price volatility, we expect freight rates to remain elevated during at least the remainder of fiscal 2026.

Previous wording

Trade and Regulatory Uncertainty. In February 2025, the White House announced the imposition of tariffs on numerous countries that trade with the United States, including Canada, Mexico and China, and certain of those countries subsequently announced retaliatory tariffs in response. Although the imposition of certain of such tariffs was at least temporarily paused in the case of Canada and Mexico, and other tariffs under the International Emergency Economic Powers Act (IEEPA) were eventually struck down by a ruling issued by the United States Supreme Court in February 2026, the White House announced its intention, in response to the Supreme Court decision, to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariff. As the implementation of tariffs is ongoing, more tariffs may be added in the future and countermeasures may be adopted by other countries. The situation remains dynamic, rapidly evolving and uncertain.

Current wording

Trade and Regulatory Uncertainty. In February 2025, the White House announced the imposition of tariffs on numerous countries that trade with the United States, including Canada, Mexico and China, and certain of those countries subsequently announced retaliatory tariffs in response. Although the imposition of certain of such tariffs was at least temporarily paused in the case of Canada and Mexico, and other tariffs under the International Emergency Economic Powers Act (IEEPA) were eventually struck down by a ruling issued by the United States Supreme Court in February 2026, the White House announced its intention, in response to the Supreme Court decision, to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariff. In addition, although we have begun receiving refunds from the U.S. government for certain tariffs paid, we expect that we may need to reimburse to certain customers a portion of future tariff refunds that we receive to the extent in certain cases we increased prices directly attributable to such tariffs. As the implementation of tariffs is ongoing, more tariffs may be added in the future and countermeasures may be adopted by other countries. The situation remains dynamic, rapidly evolving and uncertain.

Previous wording

If we are unable to offset increased costs or face significant sales volume declines, this could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. Although most of theGreen Giant vegetable products that we sell to customers in Canada are grown and produced in Canada, retaliatory tariffs imposed or threatened to be imposed by Canada or any “buy Canadian” campaigns in response to U.S. tariffs could have an adverse impact on our sales to customers in Canada for any of our products that are not produced in Canada. In addition, if allowed to become or remain effective, these recent tariffs or any new or increased tariffs could also negatively affect U.S. national or regional economies or lead to increased inflation or a recession, which also could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products.

Current wording

If we are unable to offset increased costs or face significant sales volume declines, this could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. Although most of theGreen Giant vegetable products that we sell to customers in Canada are grown and produced in Canada, retaliatory tariffs imposed or threatened to be imposed by Canada or any “buy Canadian” campaigns in response to U.S. tariffs could have an adverse impact on our sales to customers in Canada for any of our products that are not produced in Canada. In addition, if allowed to become or remain effective, these recent tariffs or any new or increased tariffs could also negatively affect U.S. national or regional economies or lead to increased inflation or a recession, which also could have a material adverse effect on our business, consolidated financial position, results of operation or liquidity. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of

Previous wording

*Fluctuations in Currency Exchange Rates.*Our foreign sales are primarily to customers in Canada. Our sales to Canada are generally denominated in Canadian dollars and our sales for export to other countries are generally denominated in U.S. dollars. During the first quarter of 2026 and 2025, our net sales to customers in foreign countries represented approximately 11.9% and 9.7%, respectively, of our total net sales. We also purchase certain raw materials from foreign suppliers. For example, we purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada. These purchases are made in Canadian dollars. A weakening of the U.S. dollar against the Canadian dollar would significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar. These increased costs would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar would have on our net sales in Canada. Our purchases of raw materials from other foreign suppliers are generally denominated in U.S. dollars, with one exception being certain purchases of raw materials in Mexico that are denominated in Mexican pesos.

Current wording

*Fluctuations in Currency Exchange Rates.*Our foreign sales are primarily to customers in Canada. Our sales to Canada are generally denominated in Canadian dollars and our sales for export to other countries are generally denominated in U.S. dollars. During the first two quarters of 2026 and 2025, our net sales to customers in foreign countries represented approximately 12.3% and 8.9%, respectively, of our total net sales. We also purchase certain raw materials from foreign suppliers. For example, we purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada. These purchases are made in Canadian dollars. A weakening of the U.S. dollar against the Canadian dollar would significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar. These increased costs would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar would have on our net sales in Canada. Our purchases of raw materials from other foreign suppliers are generally denominated in U.S. dollars, with one exception being certain purchases of raw materials in Mexico that are denominated in Mexican pesos.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Among the tax law changes that impacted us in fiscal 2025 and the first quarter of 2026 and will continue to impact us in future years relate to the timing of certain tax deductions including depreciation expense, R&D expenditures and interest expense. The OBBBA allows for 100% bonus depreciation to be taken on eligible assets, the option to immediately expense domestic R&D expenditures as well as accelerate the deduction of previously capitalized expenses, and restores the earnings before interest, taxes, depreciation and amortization (EBITDA) calculation for purposes of determining interest limitations. We implemented certain changes in fiscal 2025 and the first quarter of 2026 related to the interest deduction limitation, bonus depreciation and the immediate expensing of R&D expenses. The OBBBA did not have a material impact on our effective income tax rate, results of operations, financial condition or liquidity for fiscal 2025 or the first quarter of 2026. See Note 9, “Income Taxes.”

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Among the tax law changes that impacted us in fiscal 2025 and the first two quarters of 2026, and will continue to impact us in future years, relate to the timing of certain tax deductions including depreciation expense, R&D expenditures and interest expense. The OBBBA allows for 100% bonus depreciation to be taken on eligible assets, the option to immediately expense domestic R&D expenditures as well as accelerate the deduction of previously capitalized expenses, and restores the earnings before interest, taxes, depreciation and amortization (EBITDA) calculation for purposes of determining interest limitations. We implemented certain changes in fiscal 2025 and the first two quarters of 2026 related to the interest deduction limitation, bonus depreciation and the immediate expensing of R&D expenses. The OBBBA did not have a material impact on our effective income tax rate, results of operations, financial condition or liquidity for fiscal 2025 or the first two quarters of 2026. See Note 9, “Income Taxes.”

Previous wording

The following table sets forth the percentages of net sales represented by selected items for the first quarter of 2026 and 2025 reflected in our consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future results:

Current wording

The following table sets forth the percentages of net sales represented by selected items for the second quarter and first two quarters of 2026 and 2025 reflected in our consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future results:

Previous wording

Base Business Net Sales.Base business net sales is a non-GAAP financial measure used by management to measure operating performance. We define base business net sales as our 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 ourGreen 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. We have included this financial measure because our management believes it provides useful and comparable trend information regarding the results of our business without the effect of the timing of acquisitions and the effect of discontinued or divested brands.

Current wording

Base Business Net Sales.Base business net sales is a non-GAAP financial measure used by management to measure operating performance. We define base business net sales as our net sales excluding (1) the net sales from 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 ourGreen 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. We have included this financial measure because our management believes it provides useful and comparable trend information regarding the results of our business without the effect of the timing of acquisitions and the effect of discontinued or divested brands.

Previous wording

A reconciliation of net sales to base business net sales for the first quarter of 2026 and 2025 follows (in thousands):

Current wording

A reconciliation of net sales to base business net sales for the second quarter and first two quarters of 2026 and 2025 follows (in thousands):

Previous wording

Reconciliations of net (loss) income and net cash provided by (used in) operating activities to EBITDA and adjusted EBITDA for the first quarter of 2026 and 2025 along with the components of EBITDA and adjusted EBITDA follows (in thousands):

Current wording

Reconciliations of net loss and net cash provided by (used in) operating activities to EBITDA and adjusted EBITDA for the second quarter and first two quarters of 2026 and 2025 along with the components of EBITDA and adjusted EBITDA follows (in thousands):

Previous wording

A reconciliation of net (loss) income to adjusted net income and adjusted diluted earnings per share for the first quarter of 2026 and 2025 along with the components of adjusted net income and adjusted diluted earnings per share follows (in thousands):

Current wording

A reconciliation of net loss to adjusted net income and adjusted diluted earnings per share for the second quarter and first two quarters of 2026 and 2025 along with the components of adjusted net income and adjusted diluted earnings per share follows (in thousands):

Previous wording

During the first quarter of 2025, we 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 our 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.

Current wording

During the first two quarters of 2025, we recorded a net discrete tax benefit of $1.0 million. During the first quarter of 2025, we 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 our 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. During the second quarter of 2025, we recorded a net discrete tax expense of $0.4 million, primarily related to a settlement for FASB Interpretation No. 48: Managing Uncertain Tax Positions (FIN 48).

Previous wording

*Segment Adjusted EBITDA and Segment Adjusted Expenses.*For a discussion of segment adjusted EBITDA, segment adjusted expenses and a reconciliation of segment adjusted EBITDA to net (loss) income, see Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.

Current wording

*Segment Adjusted EBITDA and Segment Adjusted Expenses.*For a discussion of segment adjusted EBITDA, segment adjusted expenses and a reconciliation of segment adjusted EBITDA to net loss, see Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report.

Previous wording

A reconciliation of gross profit to adjusted gross profit and gross profit percentage to adjusted gross profit percentage for the first quarter of 2026 and 2025, respectively, follows (in thousands, except percentages):

Current wording

A reconciliation of gross profit to adjusted gross profit and gross profit percentage to adjusted gross profit percentage for the second quarter and first two quarters of 2026 and 2025, respectively, follows (in thousands, except percentages):

Previous wording

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.

Current wording

Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold for the second quarter and first two quarters of 2025 of $2.1 million and $2.6 million, respectively, primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.

Previous wording

Net Sales.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 theGreen Giant U.S. frozen,Le Sueur U.S. andDon Pepino divestitures, partially offset by an increase in base business net sales, one month of net sales from the co-manufacturing agreement we entered into on March 2, 2026 with the acquirer of theGreen Giant U.S. frozen business, and a partial month of net sales for theCollege Inn andKitchen Basics brands.

Current wording

Net Sales.Net sales for the second quarter of 2026 decreased $41.1 million, or 9.7%, to $383.3 million from $424.4 million for the second quarter of 2025. The decrease was primarily attributable to theGreen GiantU.S. frozen,Le SueurU.S. andDon Pepino divestitures and a decrease in base business net sales, partially offset by three months of net sales from the co-manufacturing agreement we entered into on March 2, 2026 with the acquirer of theGreen GiantU.S. frozen business, and three months of net sales for theCollege Inn andKitchen Basicsbrands.

Previous wording

*Amortization Expense.*Amortization expense decreased $0.7 million, or 14.3%, to $4.4 million for the first quarter of 2026 from $5.1 million for the first quarter of 2025.

Current wording

*Amortization Expense.*Amortization expense decreased $0.6 million, or 12.6%, to $4.5 million for the second quarter of 2026 from $5.1 million for the second quarter of 2025.

Previous wording

Net sales of ourGreen Giant U.S. frozen business, which we 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 theDon Pepino andLe Sueur U.S. businesses, which we divested in 2025 and are therefore not part of our 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 newGreen 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 theCollege Inn andKitchen Basics brands, acquired on March 19, 2026, which contributed $2.9 million to our net sales for the first quarter of 2026.

Current wording

Net sales of ourGreen Giant U.S. frozen business, which we owned for only two months during the first quarter of 2026, contributed $85.6 million less net sales during the first two quarters of 2026 as compared to the first two quarters of 2025. Net sales of theDon Pepino andLe Sueur U.S. businesses, which we divested in 2025 and are therefore not part of our first two quarters of 2026 results, were $20.3 million during the first two quarters of 2025. Partially offsetting the impact of these divestitures were four months of net sales from the newGreen Giant U.S. frozen co-manufacturing agreement, which contributed $32.5 million of net sales in the first two quarters of 2026 and three-and-a-half months of net sales for theCollege Inn andKitchen Basics brands, acquired on March 19, 2026, which contributed $16.1 million to our net sales for the first two quarters of 2026.

Previous wording

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.

Current wording

Base business net sales for the first two quarters of 2026 increased $0.2 million to $711.4 million from $711.2 million for the first two quarters of 2025. The increase in base business net sales was driven by an increase in net pricing and the impact of product mix (primarily related to the Spices & Flavor Solutions business unit) of $6.7 million, or 0.9% of base business net sales, and the positive impact of foreign currency of $1.9 million, or 0.3% of base business net sales, largely offset by a decrease in volume of $8.4 million, or 1.2% of base business net sales.

Previous wording

*Gross Profit.*Gross profit was $79.9 million for the first quarter of 2026, or 19.5% of net sales. Adjusted gross profit was $84.6 million, or 20.7% of net sales. Gross profit was $90.1 million for the first quarter of 2025, or 21.2% of net sales. Adjusted gross profit was $90.6 million, or 21.3% of net sales.

Current wording

*Gross Profit.*Gross profit was $159.5 million for the first two quarters of 2026, or 20.1% of net sales. Adjusted gross profit was $168.2 million, or 21.2% of net sales. Gross profit was $177.1 million for the first two quarters of 2025, or 20.8% of net sales. Adjusted gross profit was $179.7 million, or 21.1% of net sales.

Previous wording

*Selling, General and Administrative Expenses.*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.

Current wording

*Selling, General and Administrative Expenses.*Selling, general and administrative expenses decreased $5.5 million, or 5.8%, to $90.8 million for the first two quarters of 2026 from $96.3 million for the first two quarters of 2025. The decrease was composed of decreases in general and administrative expenses of $6.6 million, warehousing expenses of $5.2 million, consumer marketing expenses of $1.7 million, and selling expenses of $0.7 million, partially offset by an increase in acquisition/divestiture-related and non-recurring expenses of $8.7 million, inclusive of an increase of $1.9 million for disposals and impairments of property, plant and equipment. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.2 percentage points to 11.5% for the first two quarters of 2026, as compared to 11.3% for the first two quarters of 2025.

Previous wording

Loss on Sale of Assets. During the first quarter of 2026, we recognized a loss on sale of assets of $36.3 million, primarily related to theGreen Giant U.S. frozen divestiture.

Current wording

Loss on Sale of Assets. During the first two quarters of 2026, we recognized a loss on sale of assets of $36.3 million, primarily related to theGreen Giant U.S. frozen divestiture.

Previous wording

*Operating (Loss) Income.*As a result of the foregoing, operating loss decreased $46.8 million, or 130.6%, to an operating loss of $11.0 million for the first quarter of 2026 from an operating income of $35.8 million for the first quarter of 2025. Operating (loss) income expressed as a percentage of net sales decreased to 2.7% in the first quarter of 2026 from 8.4% in the first quarter of 2025.

Current wording

*Operating Income.*As a result of the foregoing, operating income decreased $34.3 million, or 59.2%, to an operating income of $23.6 million for the first two quarters of 2026 from an operating income of $57.9 million for the first two quarters of 2025. Operating income expressed as a percentage of net sales decreased to 3.0% in the first two quarters of 2026 from 6.8% in the first two quarters of 2025.

Previous wording

Other Income. Other income for the first quarter of 2026 and 2025 includes the expected return on pension plan assets and the amortization of unrecognized gain less the interest cost on the projected benefit obligation of $1.5 million and $1.1 million, respectively.

Current wording

Other Income. Other income for the first two quarters of 2026 and 2025 includes the expected return on pension plan assets and the amortization of unrecognized gain less the interest cost on the projected benefit obligation of $3.0 million and $2.3 million, respectively.

Previous wording

*Income Tax Benefit.*Income tax benefit increased $11.1 million to $12.7 million for the first quarter of 2026 from $1.6 million for the first quarter of 2025. Our effective tax rate was 28.1% for the first quarter of 2026 and 209.2% for the first quarter of 2025.

Current wording

*Income Tax Benefit.*Income tax benefit increased $6.7 million to $11.1 million for the first two quarters of 2026 from $4.4 million for the first two quarters of 2025. Our effective tax rate was 23.3% for the first two quarters of 2026 and 32.9% for the first two quarters of 2025.

Previous wording

During the first quarter of 2026, we 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 a return-to-provision adjustment in Mexico. We’ve recognized approximately $1.5 million of an increased valuation allowance during the first quarter of 2026, and we expect to recognize approximately $10.8 million in total during full year fiscal 2026.

Current wording

quarter of 2026, we 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 a return-to-provision adjustment in Mexico. During the second quarter of 2026, we recorded a net discrete tax benefit of $0.1 million, primarily related to miscellaneous tax true-ups. We’ve recognized approximately $2.3 million of an increased valuation allowance during the first two quarters of 2026, and we expect to recognize approximately $11.7 million in total during full year fiscal 2026.

Previous wording

During the first quarter of 2025, we recorded a net discrete tax benefit of $1.4 million, including 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 our primary operating subsidiary in Canada, which is a qualified business unit for purposes of Section 987, partially offset by a discrete tax expense of $0.7 million related to stock-based compensation and rate changes.

Current wording

During the first two quarters of 2025, we recorded a net discrete tax benefit of $1.0 million. During the first quarter of 2025, we recorded a net discrete tax benefit of $1.4 million, including 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 our primary operating subsidiary in Canada, which is a qualified business unit for purposes of Section 987, partially offset by a discrete tax expense of $0.7 million related to stock-based compensation and rate changes. During the second quarter of 2025, we recorded a net discrete tax expense of $0.4 million, primarily related to a settlement for FASB Interpretation No. 48: Managing Uncertain Tax Positions (FIN 48).

Previous wording

*Business Segment Operating Results.*We operate in four reportable business segments: Specialty; Meals; Frozen & Vegetables; and Spices & Flavor Solutions. See Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report for a description of our business segments and for a reconciliation of the non-GAAP financial measure segment adjusted EBITDA to net (loss) income.

Current wording

*Business Segment Operating Results.*We operate in four reportable business segments: Specialty; Meals; Frozen & Vegetables; and Spices & Flavor Solutions. See Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item 1 of this report for a description of our business segments and for a reconciliation of the non-GAAP financial measure segment adjusted EBITDA to net loss.

Previous wording

The decrease in Specialty segment net sales for the first quarter of 2026 was primarily due to the divestiture of theDon Pepinobusiness, which generated $3.5 million of net sales in the first quarter of 2025.

Current wording

The decrease in Specialty segment net sales for the second quarter and first two quarters of 2026 was primarily due to a decrease in volumes in the Specialty portfolio and the divestiture of theDon Pepinobusiness, which generated $1.8 million and $5.3 million of net sales in the second quarter and first two quarters of 2025, respectively.

Previous wording

The decrease in Specialty segment adjusted EBITDA for the first quarter of 2026 was primarily due to theDon Pepinodivestiture, an increase in raw material costs and manufacturing expenses as a percentage of net sales and the impact of tariffs.

Current wording

The decrease in Specialty segment adjusted EBITDA for the second quarter and first two quarters of 2026 was primarily due to higher oil input costs for theCrisco brand, theDon Pepinodivestiture and a decline in volumes.

Previous wording

The increase in Meals segment net sales for the first quarter of 2026 was primarily due to theCollege InnandKitchen Basics acquisition on March 19, 2026, which contributed $2.9 million of net sales for the first quarter of 2026 during our 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.

Current wording

The increase in Meals segment net sales for the second quarter and first two quarters of 2026 was primarily due to theCollege InnandKitchen Basics acquisition, which contributed $13.2 million and $16.1 million, of net sales for the second quarter and first two quarters of 2026, respectively, and an increase in net pricing and the impact of product mix, offset in part by lower volumes across the Meals segment in the aggregate, after excluding the benefit of the net sales from theCollege Inn andKitchen Basics acquisition.

Previous wording

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.

Current wording

The increase in Meals segment adjusted EBITDA in the second quarter of 2026 was primarily due to the increase in Meals segment net sales, primarily attributable to theCollege Inn andKitchen Basics acquisition. The decrease in Meals segment adjusted EBITDA in the first two quarters 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, and theCollege Inn andKitchen Basics acquisition.

Previous wording

The decrease in Frozen & Vegetables segment net sales for the first quarter of 2026 was primarily due to theGreen 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 our newGreen GiantU.S. frozen co-manufacturing agreement) and theLe Sueur U.S. divestiture (which negatively impacted net sales versus the first quarter of 2025 by $7.2 million). Net sales forGreen Giant Canada increased by $4.2 million, or 16.4%, for the first quarter of 2026.

Current wording

The decrease in Frozen & Vegetables segment net sales for the second quarter and first two quarters of 2026 was primarily due to theGreen Giant U.S. frozen divestiture (which negatively impacted net sales versus the second quarter and first two quarters of 2025 by $34.5 million and $53.1 million, respectively, net of the $23.9 million and $32.5 million positive impact on net sales of our newGreen GiantU.S. frozen co-manufacturing agreement) and theLe Sueur U.S. divestiture (which negatively impacted net sales versus the second quarter and first two quarters of 2025 by $7.9 million and $15.1 million, respectively). Net sales forGreen Giant Canada increased by $0.5 million, or 2.4%, and $4.8 million, or 9.8%, for the second quarter and first two quarters of 2026, respectively.

Previous wording

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 our newGreen Giant U.S. frozen co-manufacturing agreement, offset in part by lower net sales.

Current wording

The increase in Frozen & Vegetables segment adjusted EBITDA for the second quarter and first two quarters of 2026 was primarily due to theGreen Giant U.S. frozen divestiture and the newGreen Giant U.S. frozen co-manufacturing agreement.

Previous wording

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.

Current wording

The increase in Spices & Flavor Solutions segment net sales for first two quarters of 2026 was primarily due to an increase in net pricing and strong growth in the foodservice and private label channels. Spices & Flavor Solutions segment net sales for the second quarter of 2026 were slightly higher due to an increase in net pricing and the continued growth in the foodservice and private label channels, partially offset by declines in the retail channel.

Previous wording

*Net Sales by Brand.*The following table sets forth net sales for each of our brands whose net sales for the first quarter of 2026 or fiscal 2025 equaled or exceeded 3% of our total net sales for those periods, and for all other brands in the aggregate (in thousands):

Current wording

*Net Sales by Brand.*The following table sets forth net sales for each of our brands whose net sales for the first two quarters of 2026 or fiscal 2025 equaled or exceeded 3% of our total net sales for those periods, and for all other brands in the aggregate (in thousands):

Previous wording

*Net Cash Provided by Operating Activities.*Net cash provided by operating activities decreased $29.1 million to $23.6 million for the first quarter of 2026, as compared to $52.7 million for the first quarter of 2025. The decrease was primarily driven by lower net sales in the first quarter of 2026 as compared to the first quarter of 2025, and unfavorable working capital comparisons in the first quarter of 2026 as compared to the first quarter of 2025, primarily comprised of trade accounts receivable and trade accounts payable, partially offset by a favorable working capital comparison for accrued expenses and inventories.

Current wording

*Net Cash Provided by Operating Activities.*Net cash provided by operating activities decreased $12.6 million to $58.0 million for the first two quarters of 2026, as compared to $70.6 million for the first two quarters of 2025. The decrease was primarily driven by lower net sales in the first two quarters of 2026 as compared to the first two quarters of 2025, and unfavorable working capital comparisons in the first two quarters of 2026 as compared to the first two quarters of 2025, primarily comprised of trade accounts receivable, trade accounts payable and income tax receivable/payable, net, partially offset by a favorable working capital comparison for accrued expenses and prepaid expenses and other current assets.

Previous wording

Net Cash Used in Investing Activities.Net cash used in investing activities increased $41.1 million to $51.4 million for the first quarter of 2026, as compared to $10.3 million for the first quarter of 2025. The increase was primarily attributable to the $109.7 million purchase price we paid for theCollege Inn andKitchen Basics acquisition, partially offset by the $61.5 million of proceeds we received from theGreen Giant U.S. frozen divestiture and a $5.5 million decrease in capital expenditures in the first quarter of 2026 as compared to the first quarter of 2025.

Current wording

Net Cash Used in Investing Activities.Net cash used in investing activities increased $53.4 million to $59.3 million for the first two quarters of 2026, as compared to $5.9 million for the first two quarters of 2025. The increase was primarily attributable to the $109.7 million purchase price we paid for theCollege Inn andKitchen Basics acquisition, partially offset by the $61.5 million of proceeds we received from theGreen Giant U.S. frozen divestiture and a $5.7 million decrease in capital expenditures in the first two quarters of 2026 as compared to the first two quarters of 2025.