B&G Foods, Inc.

B&G Foods, Inc. is a holding company whose principal assets are the shares of capital stock of its subsidiaries. Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries. Our financial statements are presented on a consolidated basis.

We manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable and frozen foods across the United States, Canada and Puerto Rico. Our products include frozen and canned vegetables, vegetable, canola and other cooking oils, vegetable shortening, cooking sprays, oatmeal and other hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, pizza crusts, Mexican-style sauces, broths, stocks, dry soups, taco shells and kits, salsas, pickles, peppers, pasta sauces, crackers, baking powder, baking soda, corn starch, nut clusters and other specialty products. Our products are marketed under many recognized brands that we own or license. We also manufacture private label and branded products for supermarket chains, foodservice providers, mass merchants, warehouse clubs and other food company brand owners.

We have four reportable segments (also referred to as business units):

We compete in the retail grocery, foodservice, specialty, private label, club and mass merchandiser channels of distribution. We sell and distribute our products directly and via a network of independent brokers and distributors to supermarket chains, foodservice providers, mass merchants, warehouse clubs, non-food outlets and specialty distributors.

Fiscal Year

Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our other fiscal quarters. As a result, a 53 rdweek is added to our fiscal year every five orsix years. Generally, in a 53-week fiscal year our fourth fiscal quarter contains 14 weeks. Our fiscal year ending January 2, 2027 (fiscal 2026) contains 52 weeks and our fiscal year ended January 3, 2026 (fiscal 2025) contained 53 weeks. Each quarter of fiscal 2026 contains 13 weeks, the first three quarters of fiscal 2025 contained 13 weeks, and the fourth quarter of fiscal 2025 contained 14 weeks.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements for the thirteen and twenty-six week periods ended July 4, 2026 (second quarter and first two quarters of 2026) and June 28, 2025 (second quarter and first two quarters of 2025) have been prepared by our company in accordance with generally accepted accounting principles in the United States (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC),

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and include the accounts of B&G Foods, Inc. and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated interim financial statements contain all adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of July 4, 2026, and the results of our operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for the second quarter and first two quarters of 2026 and 2025. Our results of operations for the second quarter and first two quarters of 2026 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for fiscal 2025 filed with the SEC on March 3, 2026 (which we refer to as our 2025 Annual Report on Form 10-K).

Use of Estimates

The preparation of financial statements in accordance with GAAP requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management involve revenue recognition as it relates to trade and consumer promotion expenses; pension benefits; acquisition accounting fair value allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; and the determination of the useful life of customer relationship and finite-lived trademark intangible assets. Actual results could differ significantly from these estimates and assumptions.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions.

Accounting Standards Adopted in Fiscal 2026 or Fiscal 2025

In December 2023, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) that requires improved disclosures related to the tax rate reconciliation and income taxes paid. This ASU requires companies to reconcile the income tax expense attributable to continuing operations to the statutory federal income tax rate applied to pre-tax income from continuing operations. This ASU became effective in fiscal 2025 and we elected to apply the guidance prospectively. The adoption of this ASU did not have a material impact to our consolidated financial statements. See Note 9, “Income Taxes.”

In July 2025, the FASB issued a new ASU that provides certain entities with an additional practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions. This ASU became effective in the first quarter of 2026. The adoption of this ASU did not have a material impact to our consolidated financial statements. Our credit losses have historically been infrequent and immaterial.

Recently Issued Accounting Standards – Pending Adoption

In November 2024, the FASB issued a new ASU that requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant statement of operations expense caption. This ASU is effective prospectively for annual periods beginning with fiscal 2027, and interim periods beginning with fiscal 2028. Early adoption and retrospective application are permitted. We currently expect to adopt this guidance when it becomes effective for our annual reporting for fiscal 2027. We are currently evaluating the expected impact to our consolidated financial statements and related disclosures.

In December 2025, the FASB issued a new ASU that enhances the FASB Accounting Standards Codification (ASC) to clarify accounting guidance, correct errors and make technical corrections. This ASU is effective for annual and interim periods beginning with the first quarter of fiscal 2027. Early adoption and retrospective application are permitted. We currently expect to adopt this guidance when it becomes effective for our interim reporting for the first quarter of fiscal 2027 and our annual reporting for fiscal 2027. We are currently evaluating the expected impact to our consolidated financial statements and related disclosures.

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In December 2025, the FASB issued a new ASU that provides guidance on accounting and disclosure issues specific to interim reporting. This ASU is effective for interim periods beginning with the first quarter of fiscal 2028. Early adoption and retrospective application are permitted. We currently expect to adopt this guidance when it becomes effective for our interim reporting for the first quarter of fiscal 2028. We are currently evaluating the expected impact to our consolidated financial statements and related disclosures.

Segment Reporting

We manage and report the following four segments: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions. See Note 17, “Business Segment Information.”

College Inn and Kitchen Basics Acquisition

On March 19, 2026, we completed the acquisition of the broth and stock business of Del Monte Foods Corporation II Inc. and its affiliates, including theCollege Inn andKitchen Basics brands, for approximately $109.7 million in cash. The purchased assets include intellectual property, business and customer information, third-party co-packing agreements and inventory. We refer to this acquisition as the “College Inn andKitchen Basics acquisition.”

The following table sets forth the preliminary allocation of theCollege Inn andKitchen Basicsacquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition. The preliminary purchase price allocation may be adjusted as a result of the finalization of our purchase price allocation procedures related to the assets acquired and liabilities assumed. We anticipate completing the purchase price allocation during fiscal 2026.

On an actual basis, theCollege InnandKitchen Basics acquisition, which was completed on March 19, 2026, contributed $13.2 million of our aggregate $383.3 million of consolidated net sales, and $3.9 million of pre-tax income of our aggregate $2.4 million pre-tax loss, for the second quarter of 2026, and $16.1 million of our aggregate $792.2 million of consolidated net sales, and $4.3 million of pre-tax income of our aggregate $47.6 million pre-tax loss, for the first two quarters of 2026. TheCollege Inn andKitchen Basics acquisition was not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented.

Green Giant U.S. Frozen Divestiture

On March 2, 2026, we completed the sale of ourGreen Giant U.S. frozen business to Seneca Foods Corporation for a purchase price of approximately $61.5 million. The divested assets primarily include intellectual property, business and customer information and inventory. The sale included our frozen vegetable manufacturing operations in Yuma, Arizona. We also entered into a co-packing agreement with Seneca Foods Corporation pursuant to which we will continue to produce certainGreen Giantfrozen vegetable products at our frozen vegetable manufacturing facility in Irapuato, Mexico, which was not included as part of the divestiture. We refer to this divestiture as the “Green Giant U.S. frozen divestiture.”

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During the first quarter of 2026, we recognized a pre-tax loss on sale of $36.2 million related to theGreen Giant U.S. frozen divestiture, as calculated below (in thousands):

Le Sueur U.S. Divestiture

On August 1, 2025, we completed the sale of theLe SueurU.S. shelf-stable vegetable brand to McCall Farms, Inc. for a purchase price of $59.1 million. The sale did not include theLe SieurCanada shelf-stable business. We refer to this sale as the “Le SueurU.S. divestiture.”

After certain post-closing adjustments, we recognized a pre-tax gain on sale of $15.5 million related to theLe Sueur U.S. divestiture, as calculated below (in thousands):

Don Pepino Divestiture

On May 23, 2025, we completed the sale of theDon Pepino andSclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Violet Foods LLC, a portfolio company of Amphora Equity Partners LLC, for a purchase price of $10.6 million. We refer to this divestiture as the “Don Pepino divestiture.”

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After certain post-closing adjustments, we recognized a pre-tax loss on sale of $12.7 million related to theDon Pepinodivestiture, as calculated below (in thousands):

Inventories are stated at the lower of cost or net realizable value and include direct material, direct labor, overhead, warehousing and product transfer costs. Cost is determined using the first-in, first-out and average cost methods. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on management’s review of inventories on hand compared to estimated future usage and sales.

Inventories consist of the following, as of the dates indicated (in thousands):

As of July 4, 2026, there is $50.8 million of inventories included in assets held for sale related to our pendingGreen GiantCanada divestiture and not included in the table above. See Note 18, “Assets Held for Sale.”

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The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands):

As a result of the preliminary purchase price allocation for theCollege Inn andKitchen Basics acquisition, indefinite-lived trademark intangible assets, finite-lived customer relationship intangible assets and goodwill in our consolidated balance sheet increased by $74.4 million, $13.9 million and $5.4 million, respectively, as of the date of acquisition on March 19, 2026. See Note 3, “Acquisitions and Divestitures.”

As of July 4, 2026, there is $6.3 million of indefinite-lived intangible trademark assets and $3.1 million of finite-lived intangible customer relationship assets included in assets held for sale related to our pendingGreen Giant Canada divestiture and not included in the table above. See Note 18, “Assets Held for Sale.”

The changes in the carrying amount of goodwill by reporting unit for the first two quarters of 2026 were as follows (in thousands):

The changes in the carrying amount of indefinite-lived trademark intangible assets by reporting unit for the first two quarters of 2026 were as follows (in thousands):

Amortization expense associated with finite-lived intangible assets was $4.5 million and $8.8 million for the second quarter and first two quarters of 2026, respectively, and $5.1 million and $10.2 million for the second quarter and first two quarters of 2025, respectively, and is recorded in operating expenses. We expect to recognize an additional $9.0 million of amortization expense associated with our finite-lived intangible assets during the remainder of fiscal 2026, and thereafter $13.2 million in fiscal 2027, $12.0 million in fiscal 2028, $11.8 million ineach of fiscal 2029 and fiscal 2030, and $11.7 million in fiscal 2031.

We didnot recognize any impairment charges for goodwill or indefinite-lived intangible assets for the first two quarters of 2026 or the first two quarters of 2025. If, however, future revenues and contributions to our operating results for any of our brands or operating segments, including any recently impaired brands and any newly acquired brands,

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deteriorate, at rates in excess of our current projections, we may be required to record additional non-cash impairment charges to certain intangible assets, including trademarks and goodwill. In addition, any significant decline in our market capitalization or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill or the goodwill of any of our operating segments. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are impaired, although a non-cash charge to operations, could have a material adverse effect on our business, consolidated financial condition and results of operations.

During the second quarter of 2026, the publicly quoted share price of our common stock declined significantly, resulting in a market capitalization that fell below, and, as of July 4, 2026, remained below, our consolidated stockholders’ equity. We assessed whether this decline constituted a triggering event requiring goodwill impairment testing for ourthree goodwill-carrying reporting units (Meals, Specialty and Spices & Flavor Solutions), and indefinite-lived intangible assets. We concluded that no triggering event had occurred as of the end of the second quarter of 2026. While our market capitalization was below book value at quarter end, we believe this condition was primarily attributable to temporary factors, including investor reaction to the recently announced reduction in our quarterly dividend and uncertainty surrounding the pending divestiture ofGreen Giant Canada, which is classified as held for sale within our Frozen & Vegetables reporting unit. We further considered the application of a reasonable control premium and other relevant valuation factors and concluded that it was not more likely than not that the fair value of any reporting unit was below its carrying amount. The Frozen & Vegetables reporting unit does not carry goodwill.

For a further discussion of our annual impairment testing of goodwill and indefinite-lived intangible assets (trademarks), see Note 2(g), “Summary of Significant Accounting Policies—Goodwill and Other Intangible Assets” to our 2025 Annual Report on Form 10-K.

Long-term debt consists of the following, as of the dates indicated (in thousands):

As of July 4, 2026, the aggregate contractual maturities of long-term debt were as follows (in thousands):

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*Senior Secured Credit Agreement.*Our senior secured credit agreement includes a term loan facility and a revolving credit facility.

Our tranche B term loans bear interest based on alternative rates that we may choose, including a base rate per annum plus an applicable margin of 2.50%, and SOFR plus an applicable margin of 3.50%. As of July 4, 2026, the weighted average interest rate on our tranche B term loans was 7.14%. The tranche B term loans are subject to amortization at the rate of 0.25% of the original principal amount per calendar quarter with the balance due and payable on the maturity date. The tranche B term loans mature on October 10, 2029.

Interest under the revolving credit facility, including any outstanding letters of credit, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 0.50% to 1.00%, and SOFR plus an applicable margin ranging from 1.50% to 2.00%, in each case depending on our consolidated leverage ratio (as defined in the credit agreement). On July 1, 2025, we amended our credit agreement to, among other things, reduce the revolving credit facility commitments from $475.0 million to $430.0 million. Proceeds of the revolving credit facility may be used for general corporate purposes, including acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria. The revolving credit facility matures on December 16, 2028. As of July 4, 2026, the weighted average interest rate on our revolving credit loans was 5.64%. As of July 4, 2026, the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $20.4 million, was $79.6 million.

We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility. The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are SOFR loans.

We may prepay term loans or revolving loans at any time without premium or penalty (other than customary “breakage” costs with respect to the early termination of SOFR loans). Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions or casualty events and issuances of indebtedness.

Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries (other than a domestic subsidiary that is a holding company for one or more foreign subsidiaries). The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property. The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens.

The credit agreement also contains certain financial maintenance covenants, which, among other things, specify a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio, each ratio as defined in the credit agreement. On July 1, 2025, we amended our credit agreement to, among other things, temporarily increase the maximum consolidated leverage ratio permitted under our revolving credit facility. As so amended, the credit agreement provides that our maximum consolidated leverage ratio (defined as the ratio, determined on a pro forma basis, of our consolidated net debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA (as defined in the credit agreement) before share-based compensation for such period), is 7.50 to 1.00 for the quarter ending June 28, 2025 through the quarter ending October 3, 2026,7.25 to 1.00 for the quarter ending January 2, 2027, and 7.00 to 1.00 for the quarters ending April 3, 2027 and thereafter.

As long as the revolving credit facility is outstanding, the amendment also further restricts the available amount (as defined in the credit agreement) of our cash that may be used for restricted debt payments and investments to a maximum consolidated leverage ratio of less than or equal to 7.00 to 1.00 after giving effect to such repayment or investment (measured on the date of irrevocable redemption notice so long as payment is made within 90 days) and for restricted payments, including dividends, to a maximum consolidated leverage ratio of less than or equal to 7.25 to 1.00

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after giving effect to the restricted payment (measured on the dividend declaration date so long as payment is made within 90 days). In connection with the amendment, we paid a fee of $0.8 million (or $0.6 million, net of tax) to the consenting lenders.

We are also required to maintain a consolidated interest coverage ratio (defined as the ratio, determined on a pro forma basis, of our adjusted EBITDA (before share-based compensation) for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of at least 1.75 to 1.00. As of July 4, 2026, we were in compliance with all of the covenants, including the financial covenants, in the credit agreement.

The credit agreement also provides for an incremental term loan and revolving loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide unlimited additional amounts of term loans or revolving loans or both on terms substantially consistent with those provided under the credit agreement. Among other things, the utilization of the incremental facility is conditioned on our ability to meet a maximum senior secured leverage ratio of 4.00 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility.

5.25%* Senior Notes due 2027*. During the third quarter of 2026, we redeemed all $509.3 million of our 5.25% senior notes due 2027 at a price equal to 100% of their face value plus accrued and unpaid interest through July 3, 2026. See Note 19, “Subsequent Events.”

8.00%* Senior Secured Notes due 2028*. Interest on the 8.00% senior secured notes due 2028 is payable on March 15 and September 15 of each year. The 8.00% senior secured notes due 2028 will mature on September 15, 2028, unless earlier retired or redeemed as described below.

We may redeem some or all of the 8.00% senior secured notes due 2028 at a redemption price of 104.00% of the principal amount and at prices declining annually to 102.00% on or after September 15, 2026 and 100.00% on or after September 15, 2027, in each case plus accrued and unpaid interest to (but not including) the date of redemption. In addition, if we undergo a change of control, we may be required to offer to repurchase the 8.00% senior secured notes due 2028 at 101.00% of the aggregate principal amount, plus accrued and unpaid interest to (but not including) the date of repurchase. Upon certain asset dispositions we may be required to offer to purchase a portion of the 8.00% senior secured notes due 2028 at 100.00% of the aggregate principal amount, plus accrued and unpaid interest to (but not including) the date of repurchase.

We may also, from time to time, seek to retire the 8.00% senior secured notes due 2028 through cash repurchases of the 8.00% senior secured notes due 2028 and/or exchanges of the 8.00% senior secured notes due 2028 for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

The 8.00% senior secured notes due 2028 are our senior secured obligations and are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries). The 8.00% senior secured notes due 2028 have the same guarantors as our credit agreement. The 8.00% senior secured notes due 2028 and the related guarantees are secured by, subject to permitted liens, first-priority security interests in certain collateral (which generally includes most of our and our guarantors’ right or interest in or to property of any kind, except for our and our guarantors’ real property and certain intangible assets), which assets also secure (and will continue to secure) our credit agreement on apari passu basis. Pursuant to the terms of the indenture, the related collateral agreement and an intercreditor agreement, the 8.00% senior secured notes due 2028 and the guarantees rank (1)pari passu (equally and ratably) in right of payment to all of our and the guarantors’ existing and future senior debt, including existing and future senior debt under our existing or any future senior secured credit agreement (including the term loan borrowings under our existing senior secured credit facility, any obligations under our existing revolving credit facility and all other borrowings and obligations under our credit agreement), (2) effectively senior in right of payment to our and such guarantors’ existing and future senior unsecured debt, including our 11.00% senior notes due 2031 to the extent of the value of the collateral, (3) effectively junior to our and the guarantors’ future secured debt, secured by assets that do not constitute collateral, to the extent of the value of the collateral securing such debt, (4) senior in right of payment to our and such guarantors’ other existing and future

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subordinated debt and (5) structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 8.00% senior secured notes due 2028.

The indenture governing the 8.00% senior secured notes due 2028 contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of certain liens; certain sale-leaseback transactions; certain asset sales; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. As of July 4, 2026, we were in compliance with all of the covenants in the indenture governing the 8.00% senior secured notes due 2028.

11.00%* Senior Notes due 2031*. On June 10, 2026, we issued $475.0 million aggregate principal amount of 11.00% senior notes due 2031 at a price of 97.67% of their face value.

During the third quarter of 2026, we used the proceeds of the offering, together with borrowings under our revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of our outstanding 5.25% senior notes due 2027 and pay related fees and expenses. See Note 19, “Subsequent Events.”

Interest on the 11.00% senior notes due 2031 is payable on June 15 and December 15 of each year, commencing December 15, 2026, to holders of record on the immediately preceding June 1 and December 1. The 11.00% senior notes due 2031 will mature on June 15, 2031, unless earlier retired or redeemed as described below. We may redeem some or all of the 11.00% senior notes due 2031 at a redemption price of 105.500% on or after June 15, 2028,102.750% on or after June 15, 2029 and 100.000% on or after June 15, 2030, in each case plus accrued and unpaid interest to (but not including) the date of redemption.

We may redeem up to 40% of the aggregate principal amount of the 11.00% senior notes due 2031 prior to June 15, 2028 at a redemption price of 111.00% plus accrued and unpaid interest to (but not including) the date of redemption with the net proceeds from certain equity offerings. We may also redeem some or all of the 11.00% senior notes due 2031 at any time prior to June 15, 2028 at a redemption price equal to the “make-whole amount” set forth in the indenture plus accrued and unpaid interest to (but not including) the date of redemption. In addition, if we undergo a change of control, we may be required to offer to repurchase the 11.00% senior notes due 2031 at 101.000% of the aggregate principal amount, plus accrued and unpaid interest to (but not including) the date of repurchase.

The 11.00% senior notes due 2031 are our unsecured senior obligations and are jointly and severally and fully and unconditionally guaranteed on an unsecured senior basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries). The 11.00% senior notes due 2031 and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt. Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of the 11.00% senior notes due 2031.

The indenture governing the 11.00% senior notes due 2031 contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; creation of certain liens; certain sale-leaseback transactions; and certain asset sales; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. Further, the indenture provides for customary events of default, which include, among others, non-payment of principal or interest, breach of other agreements in the indenture, failure to pay certain other indebtedness, failure of certain guarantees to be enforceable, failure to pay certain final judgments, and certain events of bankruptcy or insolvency. As of July 4, 2026, we were in compliance with all of the covenants in the indenture governing the 11.00% senior secured notes due 2031.

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*Subsidiary Guarantees.*We have no assets or operations independent of our direct and indirect subsidiaries. All of our present domestic subsidiaries jointly and severally and fully and unconditionally guarantee our long-term debt. There are no significant restrictions on our ability and the ability of our subsidiaries to obtain funds from our respective subsidiaries by dividend or loan. See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Financial Information about B&G Foods and Guarantor Subsidiaries.”

Accrued Interest. At July 4, 2026 and January 3, 2026, accrued interest of $32.1 million and $28.4 million, respectively, is included in accrued expenses in the accompanying unaudited consolidated balance sheets.

Gain or loss on Extinguishment of Debt. There wasno gain or loss on extinguishment of debt during the second quarter or first two quarters of 2026. Net interest expense for the second quarter and first two quarters of 2025 was reduced by $2.1 million as a result of a gain on extinguishment of debt related to our repurchase of $20.7 million aggregate principal amount of our 5.25% senior notes due 2027 for $18.6 million, plus accrued and unpaid interest, partially offset by the accelerated amortization of deferred debt financing costs of $0.3 million. See Note 19, “Subsequent Events.”

The authoritative accounting literature relating to fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value. Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature. The three levels are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable for the asset or liability, either directly or indirectly.

Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses, income tax payable and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.

The carrying values and fair values of our revolving credit loans, term loans, senior notes and senior secured notes as of July 4, 2026 and January 3, 2026 were as follows (in thousands):

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There wasno Level 3 activity for recurring fair value measurements during the second quarter or first two quarters of 2026 or 2025.

For information about non-recurring fair value measurements, see Note 5, “Goodwill and Other Intangible Assets,” which describes our impairment analysis for goodwill and indefinite-lived intangible assets.

The reclassifications from accumulated other comprehensive income (AOCI) for the second quarter and first two quarters of 2026 and 2025 were as follows (in thousands):

Changes in AOCI for the first two quarters of 2026 were as follows (in thousands):

Income tax provisions for interim periods are based on an estimated annual income tax rate, adjusted for discrete tax items, with any changes affecting the estimated annual effective tax rate recorded in the interim period in which the change occurs. We determined that the estimated annual effective tax rate method would provide a reliable estimate of our overall annual effective tax rate.

Our effective tax rate was a tax benefit of 68.1% and a tax expense of 23.3% for the second quarter and first two quarters of 2026, respectively. During the first two quarters of 2026, we recognized a net discrete tax expense totaling $1.5 million. During the first quarter of 2026, we recognized a net discrete tax expense totaling $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 recognized a net discrete tax benefit of $0.1 million, primarily related to miscellaneous tax true-ups. We recognized approximately $0.8 million and $2.3 million of an increased valuation allowance during the second quarter and first two quarters of 2026, respectively, and we expect to recognize approximately $11.7 million in total during full year fiscal 2026.

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Our effective tax rate was 22.1% and 32.9% for the second quarter and first two quarters of 2025. During the first quarter of 2025, we recognized 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).

**(10)**Stockholders’ Equity

Omnibus Incentive Compensation Plan. As of July 4, 2026,2,780,328 shares of common stock remained available for grant under the Omnibus Plan. See Note 16, “Share-Based Payments.”

Company-Sponsored Defined Benefit Pension Plans. As of July 4, 2026, we hadfour company-sponsored defined benefit pension plans covering approximately 21% of our employees. Three of these defined benefit pension plans are for the benefit of certain of our union employees andone is for the benefit of salaried and certain hourly employees. The benefits in the salaried and hourly plan are based on each employee’s years of service and compensation, as defined. Newly hired employees are no longer eligible to participate in any of ourfour company-sponsored defined benefit pension plans. Net periodic pension benefit for ourfour company-sponsored defined benefit pension plans for the second quarter and first two quarters of 2026 and 2025 includes the following components (in thousands):

During the first two quarters of 2026, we contributed $1.5 million to our company-sponsored defined benefit pension plans. During the first two quarters of 2025, we didnot make any contributions to our company-sponsored defined benefit pension plans. During the remainder of fiscal 2026, we expect to make approximately $1.0 million of additional contributions.

Multi-Employer Defined Benefit Pension Plan*.*In connection with the closure and sale of our Portland, Maine manufacturing facility, we withdrew from participation in a multi-employer defined benefit pension plan during the fourth quarter of 2021. As a result, we are required to make monthly withdrawal liability payments to the plan over 20 years. These payments amount to approximately$0.9 million on an annual basis beginning March 1, 2022. As of July 4, 2026, the present value of the remaining payments amounting to$11.5 million is reflected as a liability on our unaudited consolidated balance sheet.

We determine whether an arrangement is a lease at inception. We have operating leases and previously had a finance lease for certain of our manufacturing facilities, distribution centers, warehouse and storage facilities, machinery and equipment, and office equipment. Our leases have remaining lease terms ofone year toseven years, some of which include options toextend the lease term for up toten years, and some of which include options toterminate the lease withinone year. We consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities.

During the third quarter of 2025, we made the final payment related to our only finance lease. As of July 4, 2026 we do not have any finance lease right-of-use assets or finance lease liabilities remaining on our consolidated balance sheet.

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Operating leases are included in the accompanying unaudited consolidated balance sheets in the following line items (in thousands):

During the second quarter of 2025, we entered into an operating lease agreement for our new corporate headquarters in Parsippany, New Jersey. The lease had not yet commenced as of January 3, 2026 and therefore the operating lease right-of-use assets and the operating lease liabilities were not recorded on our consolidated balance sheet as of January 3, 2026, but are recorded on our consolidated balance sheet as of July 4, 2026. This operating lease commenced during the first quarter of 2026, with a lease term of 15.67 years and total undiscounted lease payments of $27.3 million.

The following table shows supplemental information related to our leases (in thousands):

Total rent expense was $4.7 million, including the operating lease costs of $4.1 million stated above, for the second quarter of 2026, and $10.9 million, including the operating lease costs of $9.6 million stated above, for the first two quarters of 2026. Total rent expense was $5.4 million, including the operating lease costs of $5.0 million stated above, for the second quarter of 2025, and $10.7 million, including the operating lease costs of $9.9 million stated above, for the first two quarters of 2025.

Because our operating leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have lease agreements that contain both lease and non-lease components. With the exception of our real estate leases, we account for our leases as a single lease component.

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The following table shows the weighted average lease term and weighted average discount rate for our operating lease ROU assets:

As of July 4, 2026, the maturities of operating lease liabilities were as follows (in thousands):

*Legal Proceedings.*We are from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving product liability claims, product labeling claims, worker’s compensation and other employee claims, and tort and other general liability claims, as well as trademark, copyright, patent infringement and related claims and legal actions. While we cannot predict with certainty the results of these claims and legal actions in which we are currently, or in the future may be, involved, we do not expect that the ultimate disposition of any currently pending claims or actions will have a material adverse effect on our consolidated financial position, results of operations or liquidity.

*Environmental.*We are subject to environmental laws and regulations in the normal course of business. We did not make any material expenditures during the first two quarters of 2026 or 2025 in order to comply with environmental laws and regulations. Based on our experience to date, management believes that the future cost of compliance with existing environmental laws and regulations (and liability for any known environmental conditions) will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

Collective Bargaining Agreements. As of July 4, 2026,1,170 of our 2,294 employees, or approximately 51.0%, were covered by collective bargaining agreements.

As of the date of this report, onlytwo of our collective bargaining agreements are scheduled to expire in the next twelve months. The collective bargaining agreement for our Terre Haute, Indiana facility, which covers approximately 99 employees, is scheduled to expire on March 30, 2027, and the collective bargaining agreement for our Cincinnati, Ohio facility, which covers approximately 110 employees, is scheduled to expire on April 30, 2027.

While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate new collective bargaining agreements for our Terre Haute and Cincinnati facilities on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages. At this time, however, management does not expect that the outcome of the negotiations will have a material adverse impact on our business, financial condition or results of operations.

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*Severance and Change of Control Agreements.*We have employment agreements with our chief executive officer and each of our executive vice presidents. The agreements generally continue until terminated by the executive or by us, and provide for severance payments under certain circumstances, including termination by us without cause (as defined in the agreements) or as a result of the employee’s death or disability, or termination by us or a deemed termination upon a change of control (as defined in the agreements). Severance benefits generally include payments for salary continuation, continuation of health care and insurance benefits, present value of additional pension credits and, in certain cases, accelerated vesting under compensation plans.

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued upon the exercise of stock options or in connection with performance shares that may be earned under long-term incentive awards as of the grant date, in the case of the stock options, and as of the beginning of the period, in the case of the performance shares, using the treasury stock method. During periods in which we report a net loss, diluted loss per share is the same as loss per share because potentially dilutive shares of common stock are not assumed to have been issued because their effect would have been antidilutive.

The table below shows weighted average common shares outstanding for the second quarter and first two quarters of 2026 and the second quarter and first two quarters of 2025, respectively:

Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts. We perform ongoing credit evaluations of the financial condition of our customers. Our topten customers accounted for approximately 59.9% and 64.0% of consolidated net sales for the first two quarters of 2026 and 2025, respectively. Other than Walmart, which accounted for approximately 30.5% and 31.5% of our consolidated net sales for the first two quarters of 2026 and 2025, respectively, no single customer accounted for more than 10.0% of our consolidated net sales for the first two quarters of 2026 or 2025. Walmart is a customer for allfour of our operating segments.

Our topten customers accounted for approximately 69.1% and 68.0% of our consolidated trade accounts receivables as of July 4, 2026 and January 3, 2026, respectively. Other than Walmart, which accounted for approximately 32.1% and 39.0% of our consolidated trade accounts receivables as of July 4, 2026 and January 3, 2026, no single customer accounted for more than 10.0% of our consolidated trade accounts receivables.

As of July 4, 2026, we do not believe we have any significant concentration of credit risk with respect to our consolidated trade accounts receivables with any single customer whose failure or nonperformance would materially affect our results other than as described above with respect to Walmart.

During the first two quarters of 2026 and 2025, our sales to customers in foreign countries represented approximately 12.3% and 8.9%, respectively, of net sales. Our foreign sales are primarily to customers in Canada.

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Our long-lived assets (including right-of-use assets and net property, plant and equipment) located outside of the United States represented approximately 6.9% and 7.1% of our total long-lived assets as of July 4, 2026 and January 3, 2026, respectively.

The following table details our stock option activity for the first two quarters of fiscal 2026 (dollars in thousands, except per share data):

The fair value of the options was estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following assumptions. Expected volatility was based on both historical and implied volatilities of our common stock over the estimated expected term of the award. The expected term of the options granted represents the period of time that options were expected to be outstanding and is generally based on the “simplified method” in accordance with accounting guidance. We generally utilize the simplified method to determine the expected term of the options as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate for the expected term of options is based on the U.S. Treasury implied yield at the date of grant. The assumptions used in the Black-Scholes option-pricing model for options granted during the first two quarters of 2026 and 2025 were as follows:

The following table details the activity in our performance share long-term incentive awards (LTIAs) for the first two quarters of 2026:

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The following table details the activity in our restricted stock for the first two quarters of 2026:

The following table details the number of shares of common stock issued by our company during the second quarter and first two quarters of 2026 and 2025 upon the vesting of performance share LTIAs, the exercise of stock options, the issuance of restricted stock and other share-based compensation net of cancellations:

The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, restricted stock, stock options, non-employee director stock grants and other share-based payments) during the second quarter and first two quarters of 2026 and 2025 and where that expense is reflected in our consolidated statements of operations (in thousands):

As of July 4, 2026, there was $5.8 million of unrecognized compensation expense related to performance share LTIAs, which is expected to be recognized over the next 2.5 years, $7.3 million of unrecognized compensation expense related to restricted stock, which is expected to be recognized over the next 2.7 years, and $0.9 million of unrecognized compensation expense related to stock options, which is expected to be recognized over the next 1.6 years.

We operate in, and report results by, four reportable segments (which we also refer to as business units or reporting units): Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions.

Segment net sales, segment adjusted expenses and segment adjusted EBITDA are the primary measures used by our chief operating decision maker (CODM) to evaluate segment operating performance and to decide how to allocate resources to our reportable segments. Our CODM is our chief executive officer.

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We define segment adjusted expenses as cost of goods sold and other expenses incurred by our business segments to run day-to-day operations. We define segment adjusted EBITDA as segment net sales less segment adjusted expenses. 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, goodwill and assets held for sale, 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 reporting unit, as our 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 our CODM. Our CODM also compares segment net sales and segment adjusted EBITDA to performance-based compensation metrics to assess the performance of each segment and utilizes this review to allocate resources, make investment decisions, and deploy assets. 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. Information about total assets by operating segment is not provided to or reviewed by our CODM.

Our reportable segment results were as follows (in thousands):

**(18)**Assets Held for Sale

On October 24, 2025, we entered into an agreement to sell ourGreen GiantandLe Sieurfrozen and shelf-stable product lines in Canada to Nortera Foods Inc. for a purchase price equal to the inventory value (as defined in the sale agreement) of the inventory transferred at closing plus $5.0 million. Had the purchase price been determined at September 27, 2025, the purchase price would have been approximately $60.0 million. The actual purchase price will increase or decrease from that amount based upon changes in inventory prior to the closing. Subject to regulatory review in Canada and the satisfaction of customary closing conditions, we expect the sale to close during the third quarter of

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2026. We refer to ourGreen GiantandLe Sieurfrozen and shelf-stable product lines in Canada as “Green GiantCanada” and the pending divestiture as the “Green GiantCanada divestiture.”

During the third quarter of 2025, we 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 toGreen GiantCanada within our Frozen & Vegetables reporting unit to assets held for sale as of the end of the third quarter of 2025. We 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 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 we recorded additional pre-tax, non-cash impairment charges of $0.7 million related to inventories included in assets held for sale.

The following table sets forth the assets held for sale at July 4, 2026 relating to the pendingGreen GiantCanada divestiture (in thousands):

**(19)**Subsequent Events

Redemption of5.25% Senior Notes due 2027. During the third quarter of 2026, we used the net proceeds of our recently completed offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031, together with borrowings under our revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of our 5.25% senior notes due 2027. The redemption price was equal to 100.0% of the aggregate principal amount outstanding plus accrued and unpaid interest to, but excluding, the July 4, 2026 redemption date. Because July 4, 2026 was a bank holiday, the redemption payment was not due or paid by us until July 6, 2026 and therefore all $509.3 million aggregate principal amount remained outstanding as a current liability as of the end of the second quarter of 2026. As a result of the redemption of our 5.25% senior notes due 2027, we expect to recognize a loss on extinguishment of debt of approximately $1.6 million in the third quarter of 2026.

*Retirement of President and Chief Executive Officer.*On August 5, 2026, we announced that Kenneth C. “Casey” Keller, our President and Chief Executive Officer, would retire effective August 7, 2026. We entered into a retirement agreement with Mr. Keller, pursuant to which he will receive certain retirement benefits, including: (1) salary continuation payments of approximately $2.4 million, which reflects payment of 200% of his annual base salary forone year following his retirement date, (2) continued payment of B&G Foods’ portion of the cost forone year of continued medical and dental coverage pursuant to COBRA, (3) a lump sum payment of $10,000, which reflects the estimated market value of life insurance and disability benefits forone year, and (4) the accelerated vesting on his retirement date of 519,396 shares of restricted stock. Pursuant to the terms of Mr. Keller’s performance share long-term incentive award agreements, upon retirement Mr. Keller will also be entitled to pro rata vesting and payment of performance shares, in each case subject to our company’s achievement of performance metrics over the remainder of the applicable performance periods. The retirement agreement also includes customary confidentiality, non-competition, non-solicitation, non-disturbance and non-disparagement provisions and a general release by Mr. Keller of any claims against our company and certain related persons and entities. During the third quarter of 2026, we expect to record costs of $4.5 million relating to the retirement agreement. Of this amount, approximately $2.5 million will result in cash payments, which will be paid in equal installments from August 2026 to August 2027. The remaining $2.0 million of costs relate to share-based compensation expense for shares that vested during the third quarter of 2026, net of share-based compensation expense for options that were forfeited during the third quarter.

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