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 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).

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 thirty-nine weeks ended October 3, 2026 (third quarter and first three 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

Since 1996, we have successfully acquired and integrated more than 50 brands or businesses into our company. Most recently, 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 InnandKitchen Basicsbrands. We refer to this acquisition as the “College InnandKitchen Basicsacquisition.” This acquisition has been accounted for using the acquisition method of accounting and, accordingly, the assets acquired and liabilities assumed and results of operations of the acquired business are included in our consolidated financial statements from the date of acquisition. This acquisition and the application of the acquisition method of accounting affect comparability between periods.

Current wording

Since 1996, we have successfully acquired and integrated more than 45 brands or businesses into our company. Most recently, 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 InnandKitchen Basicsbrands. We refer to this acquisition as the “College InnandKitchen Basicsacquisition.” This acquisition has been accounted for using the acquisition method of accounting and, accordingly, the assets acquired and liabilities assumed and results of operations of the acquired business are included in our consolidated financial statements from the date of acquisition. This acquisition and the application of the acquisition method of accounting affect comparability between periods.

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 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.

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 October 13, 2026, we completed the sale of theB&M brand of baked beans and brown bread and theJoan of Arc brand of kidney, chili and other canned beans to McCall Farms, Inc. On March 2, 2026, we completed the sale of theGreen GiantU.S. frozen business to Seneca Foods Corporation. 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 “B&M andJoan of Arc divestiture,” the “Green GiantU.S. frozen 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 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.

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 three 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 fiscal 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 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.

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 three quarters of 2026, and, due in part to ongoing geopolitical conflicts, and related disruptions to global energy markets and shipping, we expect freight rates to remain elevated through the remainder of fiscal 2026 and into fiscal 2027.

Previous wording

During the past several years, our cost-saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient and packaging and distribution costs.

Current wording

During the past several years, our cost-saving measures and sales price increases have not been sufficient to fully offset increases in our raw material, ingredient, packaging and distribution costs.

Previous wording

If allowed to become or remain effective, these or any new or increased tariffs or resultant trade wars could lead to significant increases in the costs of raw materials and finished goods, including spices for our Spices & Flavor Solutions business unit, such as garlic, primarily sourced from China, and black pepper primarily sourced from Vietnam; and the cost of steel cans and lids used for certain of our products. Our attempts to potentially offset cost increases through increases in the prices we charge for certain of our products may not be successful and may result in reduced sales volume.

Current wording

Existing or future tariffs, trade restrictions or retaliatory measures could increase the cost of raw materials and finished goods, including spices for our Spices & Flavor Solutions business unit, such as garlic, primarily sourced from China, and black pepper, primarily sourced from Vietnam, as well as steel cans and lids used for certain of our products. Our attempts to offset cost increases through increases in the prices we charge for certain of our products may not be successful and may result in reduced sales volume.

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

Current wording

If we are unable to offset increased costs or experience significant sales volume declines, our business, consolidated financial position, results of operations or liquidity could be materially adversely affected. Although most of theGreen Giant vegetable products that we sell to customers in Canada are grown and produced in Canada, retaliatory measures or “buy Canadian” campaigns could adversely affect our sales in Canada of products that are not produced in Canada. Tariffs and other trade restrictions could also adversely affect the U.S. national or regional economies, contribute to inflation or an economic downturn, and otherwise adversely affect our business, consolidated financial position, results of operations or liquidity. The extent and duration of tariffs, trade restrictions and retaliatory measures, and their resulting impact on general economic conditions and our business, remain uncertain and depend on various factors, including U.S. trade policy, the responses of other countries or regions, exemptions or exclusions that may be granted, the availability and cost of alternative sources of supply and demand for our products.

Previous wording

Consolidation in the Retail Trade and Consequent Inventory Reductions. As customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products.

Current wording

Consolidation in the Retail Trade and Consequent Inventory Reductions. As customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and grow larger and

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 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.

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 three quarters of 2026 and 2025, our net sales to customers in foreign countries represented approximately 13.4% and 9.1%, 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 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.”

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. Tax law changes that impacted us in fiscal 2025 and the first three quarters of 2026, and will continue to impact us in future years, include changes relating 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 three 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 three 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 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:

Current wording

The following table sets forth the percentages of net sales represented by selected items for the third quarter and first three 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

*Gross Profit.*Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers, a portion of our warehousing expenses plus freight costs to our distribution centers and to our customers.

Current wording

*Gross Profit.*Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers, and a portion of our warehousing expenses plus freight costs to our distribution centers and to our customers.

Previous wording

Loss on Sales of Assets.Loss on sales of assets includes the loss recognized on theGreen Giant U.S. frozen divestiture.

Current wording

Loss (Gain) on Sales of Assets.Loss (gain) on sales of assets includes the loss recognized on theGreen Giant U.S. frozen divestiture during the first quarter of 2026, the gain recognized on theLe SueurU.S. divestiture during the third quarter of 2025 and the loss recognized on theDon Pepino divestiture during the second quarter of 2025.

Previous wording

Certain disclosures in this report include non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows.

Current wording

Certain disclosures in this report include non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows.

Previous 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):

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

EBITDA and adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to operating income (loss), net income (loss) or any other GAAP measure as indicators of operating performance. EBITDA and adjusted EBITDA are not measures of cash flows in accordance with GAAP and should not be considered as alternatives to net cash provided by operating activities or any other measure of liquidity determined in accordance with GAAP. EBITDA and adjusted EBITDA do not reflect our company’s cash requirements for debt service, working capital, capital expenditures, acquisitions, income taxes or dividends. Rather, management believes EBITDA and adjusted EBITDA may provide useful information regarding our company’s ability to fund these cash requirements. EBITDA and adjusted EBITDA are not complete measures of our company’s profitability because they do not include certain costs and expenses and gains and losses described above. Because not all companies use identical calculations, our company’s presentation of EBITDA and adjusted EBITDA may not be comparable to similarly titled measures used by other companies. However, management believes EBITDA and adjusted EBITDA can be useful in evaluating our

Previous 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):

Current wording

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

Previous 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):

Current wording

A reconciliation of net loss to adjusted net income and adjusted diluted earnings per share for the third quarter and first three 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 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).

Current wording

During the first three quarters of 2025, we recorded a net discrete tax benefit of $1.3 million, primarily related to a pre-transition loss under Section 987 of the Internal Revenue Code, representing the cumulative unrecognized foreign exchange loss related to our primary operating subsidiary in Canada, partially offset by tax expense related to stock-based compensation and rate changes.

Previous wording

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

Current wording

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

Previous 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):

Current wording

A reconciliation of gross profit to adjusted gross profit and gross profit as a percentage of net sales to adjusted gross profit percentage for the third quarter and first three quarters of 2026 and 2025, respectively, follows (in thousands, except percentages):

Previous 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.

Current wording

Net Sales.Net sales for the third quarter of 2026 increased $20.5 million, or 4.7%, to $459.8 million from $439.3 million for the third quarter of 2025. The increase was primarily attributable to an increase in base business net sales, three months of net sales for theCollege Inn andKitchen Basicsbrands and three months of net sales from the co-manufacturing agreement we entered into with the acquirer of theGreen GiantU.S. frozen business, partially offset by theGreen GiantU.S. frozen andLe SueurU.S. divestitures.

Previous wording

Base business net sales for the second quarter of 2026 decreased $10.2 million, or 2.9%, to $346.3 million from $356.5 million for the second quarter of 2025. The decrease in base business net sales was driven by a decrease in volume of $15.5 million, or 4.3% of base business net sales, partially offset by an increase in net pricing and the impact of product mix (primarily related to the Spices & Flavor Solutions business unit) of $5.1 million, or 1.4% of base business net sales and the positive impact of foreign currency of $0.2 million, or 0.1% of net sales.

Current wording

Base business net sales for the third quarter of 2026 increased $19.4 million, or 5.0%, to $404.6 million from $385.2 million for the third quarter of 2025. The increase in base business net sales was driven by an increase in volume of $23.6 million, or 6.1% of base business net sales, partially offset by a decrease in net pricing and the impact of product mix of $3.3 million, or 0.9% of base business net sales and the negative impact of foreign currency of $0.9 million, or 0.2% of base business net sales.

Previous wording

Gross Profit.Gross profit was $79.6 million for the second quarter of 2026, or 20.8% of net sales. Adjusted gross profit was $83.7 million, or 21.8% of net sales. Gross profit was $87.0 million for the second quarter of 2025, or 20.5% of net sales. Adjusted gross profit was $89.1 million, or 21.0% of net sales. Gross profit as a percentage of net sales increased due to the acquisition of the higher marginCollege Inn andKitchen Basics brands, the divestiture of the lower marginGreen Giant U.S. frozen business, and tariff refunds received from the U.S. government during the second quarter.

Current wording

Gross Profit.For the third quarter of 2026, gross profit was $108.9 million, or 23.7% of net sales, and adjusted gross profit was $111.2 million, or 24.2% of net sales. For the third quarter of 2025, gross profit was $99.0 million, or 22.5% of net sales, and adjusted gross profit was $98.8 million, or 22.5% of net sales. Gross profit as a percentage of net sales and adjusted gross profit percentage increased due to the acquisition of the higher marginCollege Inn andKitchen Basics brands and the divestiture of the lower marginGreen Giant U.S. frozen business. Gross profit and adjusted gross profit also increased in part due to increased base business net sales and lower tariff expense, including the effect of certain tariff refunds received from the U.S. government.

Previous wording

*Selling, General and Administrative Expenses.*Selling, general and administrative expenses decreased $6.6 million, or 14.0%, to $40.6 million for the second quarter of 2026 from $47.2 million for the second quarter of 2025. The decrease was composed of decreases in warehousing expenses of $3.7 million, general and administrative expenses of $2.7 million, consumer marketing expenses of $1.7 million, and selling expenses of $0.8 million, partially offset by an increase in acquisition/divestiture-related and non-recurring expenses of $2.3 million. Expressed as a percentage of net sales, selling, general and administrative expenses improved by 0.5 percentage points to 10.6% for the second quarter of 2026, as compared to 11.1% for the second quarter of 2025.

Current wording

*Selling, General and Administrative Expenses.*Selling, general and administrative expenses increased $6.7 million, or 14.9%, to $51.3 million for the third quarter of 2026 from $44.6 million for the third quarter of 2025. The increase was composed of increases in acquisition/divestiture-related and non-recurring expenses of $7.9 million, consumer marketing expenses of $0.6 million, and warehousing expenses of $0.3 million, partially offset by decreases in selling expenses of $1.1 million and general and administrative expenses of $1.0 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 1.0 percentage point to 11.2% for the third quarter of 2026, as compared to 10.2% for the third quarter of 2025.

Previous 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.

Current wording

*Amortization Expense.*Amortization expense decreased $0.6 million, or 11.0%, to $4.5 million for the third quarter of 2026 from $5.1 million for the third quarter of 2025.

Previous wording

Loss on Sale of Assets. During the second quarter of 2025, we completed theDon Pepino divestiture and recognized a loss on sale of $12.6 million.

Current wording

Gain on Sale of Assets. During the third quarter of 2025, we completed theLe Sueur U.S. divestiture and recognized a gain on sale of $15.5 million.

Previous wording

*Operating Income.*As a result of the foregoing, operating income increased $12.6 million, or 57.0%, to $34.6 million for the second quarter of 2026 from $22.0 million for the second quarter of 2025. Operating income expressed as a percentage of net sales increased to 9.0% in the second quarter of 2026 from 5.2% in the second quarter of 2025.

Current wording

*Operating Income.*As a result of the foregoing, operating income increased $3.2 million, or 29.1%, to $14.2 million for the third quarter of 2026 from $11.0 million for the third quarter of 2025. Operating income expressed as a percentage of net sales increased to 3.1% in the third quarter of 2026 from 2.5% in the third quarter of 2025.

Previous wording

*Net Interest Expense.*Net interest expense increased $2.7 million, or 7.5%, to $38.5 million for the second quarter of 2026 from $35.8 million for the second quarter of 2025. The increase was primarily attributable to an increase in average long-term debt outstanding during the second quarter of 2026 compared to the second quarter of 2025, and the 11.00% interest rate on our new 11.00% senior notes due 2031. During the second quarter of 2026, net interest expense was also negatively impacted in connection with our debt refinancing because our new 11.00% senior notes due 2031 were issued on June 10, 2026, prior to redemption of our 5.25% senior notes due 2027, and therefore during a 24-day period, we incurred interest expense on both sets of notes, which was only partially offset by interest earned on the net proceeds of the issuance of the 11.00% senior notes due 2031.

Current wording

*Net Interest Expense.*Net interest expense increased $7.5 million, or 20.1%, to $44.8 million for the third quarter of 2026 from $37.3 million for the third quarter of 2025. The increase was primarily attributable to an increase in average long-term debt outstanding during the third quarter of 2026 compared to the third quarter of 2025, the 11.00% interest rate on our new senior notes due 2031, and a loss on extinguishment of debt of $1.1 million during the third quarter of 2026 compared to a net gain on extinguishment of debt of $0.5 million during the third quarter of 2025.

Previous wording

Other Income. Other income for the second quarter of 2026 and 2025 includes the non-service portion of net periodic pension cost and net periodic post-retirement benefit costs of $1.5 million and $1.2 million, respectively.

Current wording

Other Income. Other income for the third quarter of 2026 and 2025 includes the non-service portion of net periodic pension cost and net periodic post-retirement benefit costs of $1.5 million and $1.2 million, respectively.

Previous wording

*Income Tax Expense (Benefit).*Income tax expense increased $4.4 million to an income tax expense of $1.6 million for the second quarter of 2026 from an income tax benefit of $2.8 million for the second quarter of 2025. Our effective tax rate was negative 68.1% for the second quarter of 2026 and 22.1% for the second quarter of 2025.

Current wording

*Income Tax Expense (Benefit).*Income tax expense increased $9.4 million to an income tax expense of $3.5 million for the third quarter of 2026 from an income tax benefit of $5.9 million for the third quarter of 2025. Our effective tax rate was negative 12.0% for the third quarter of 2026 and 23.6% for the third quarter of 2025.

Previous wording

Net Sales.Net sales for the first two quarters of 2026 decreased $57.6 million, or 6.8%, to $792.2 million from $849.8 million for the first two quarters of 2025. The decrease was primarily attributable to theGreen Giant U.S. frozen,Le Sueur U.S. andDon Pepino divestitures, partially offset by four months of net sales from the co-manufacturing

Current wording

Net Sales.Net sales for the first three quarters of 2026 decreased $37.1 million, or 2.9%, to $1,252.0 million from $1,289.1 million for the first three quarters of 2025. The decrease was primarily attributable to theGreen Giant U.S. frozen,Le Sueur U.S. andDon Pepino divestitures, partially offset by seven months 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, six-and-a-half months of net sales for theCollege Inn andKitchen Basics brands, and an increase in base business net sales.

Previous wording

Net sales of theGreen Giant U.S. frozen business, which we no longer owned during the second quarter of 2026 after the divestiture on March 2, 2026, contributed $58.3 million of net sales during the second 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 second quarter of 2026 results, were $9.7 million during the second quarter of 2025. Partially offsetting the impact of these divestitures were three months of net sales from the newGreen Giant U.S. frozen co-manufacturing agreement, which contributed $23.9 million of net sales in the second quarter of 2026, and three months of net sales for theCollege Inn andKitchen Basics brands, acquired on March 19, 2026, which contributed $13.2 million of net sales for the second quarter of 2026.

Current wording

As a result of the divestiture of theGreen Giant U.S. frozen business on March 2, 2026, net sales from theGreen Giant U.S. frozen business were $137.5 million lower during the first three quarters of 2026 than the first three quarters of 2025. Net sales of theDon Pepino andLe Sueur U.S. businesses, which we divested in 2025 and are

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 $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.

Current wording

therefore not part of our first three quarters of 2026 results, were $22.6 million during the first three quarters of 2025. Partially offsetting the impact of these divestitures were seven months of net sales from theGreen Giant U.S. frozen co-manufacturing agreement, which contributed $58.7 million of net sales in the first three quarters of 2026 and six-and-a-half months of net sales for theCollege Inn andKitchen Basics brands, acquired on March 19, 2026, which contributed $45.1 million to our net sales for the first three quarters of 2026.

Previous 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.

Current wording

Base business net sales for the first three quarters of 2026 increased $19.7 million, or 1.8%, to $1,116.0 million from $1,096.3 million for the first three quarters of 2025. The increase in base business net sales was driven by an increase in volume of $15.2 million, or 1.4% 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 $3.4 million, or 0.3% of base business net sales, and the positive impact of foreign currency of $1.1 million, or 0.1% of base business net sales.

Previous 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.

Current wording

*Selling, General and Administrative Expenses.*Selling, general and administrative expenses increased $1.2 million, or 0.8%, to $142.1 million for the first three quarters of 2026 from $140.9 million for the first three quarters of 2025. The increase was composed of an increase in acquisition/divestiture-related and non-recurring expenses of $16.6 million, inclusive of an increase of $1.9 million for disposals and impairments of property, plant and equipment, partially offset by decreases in general and administrative expenses of $7.5 million, warehousing expenses of $4.9 million, selling expenses of $1.8 million, and consumer marketing expenses of $1.2 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.4 percentage points to 11.3% for the first three quarters of 2026, as compared to 10.9% for the first three quarters of 2025.

Previous 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.

Current wording

Loss (Gain) on Sale of Assets. During the first three 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 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.

Current wording

*Operating Income.*As a result of the foregoing, operating income decreased $31.0 million, or 45.1%, to an operating income of $37.9 million for the first three quarters of 2026 from an operating income of $68.9 million for the first three quarters of 2025. Operating income expressed as a percentage of net sales decreased to 3.0% in the first three quarters of 2026 from 5.3% in the first three quarters of 2025.