BG Foods Inc

To the Stockholders and Board of Directors

B&G Foods, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of B&G Foods, Inc. and subsidiaries (the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, and the related notes and the schedule of valuation and qualifying accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the carrying values of certain indefinite-lived intangible assets

As discussed in Notes 2 and 6 to the consolidated financial statements, the Company had $1,117.4 million of indefinite-lived trademark assets as of December 28, 2024. The Company performs indefinite-lived intangible assets impairment testing as of the last day of each fiscal year. The Company tests the indefinite-lived intangible assets by comparing the fair value with the carrying value and recognizes a loss for the difference. The Company estimates the fair value of the indefinite-lived intangible assets primarily using the discounted cash flows method. The Company also considers other market-based valuation approaches, including market multiples and observable market indicators, to corroborate the results of its discounted cash flow analysis and further support fair value conclusions. Based upon the analysis performed, the Company recognized impairment charges on certain indefinite-lived intangible assets of $320.0 million during the year ended December 28, 2024.

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We identified the evaluation of the carrying value of certain indefinite-lived intangible assets as a critical audit matter. Subjective auditor judgement was required to evaluate certain assumptions, including the forecasted sales growth rates, terminal growth rate, margins and discount rate assumptions used in the discounted cash flows method and the market indicators used in the market-based valuation approach to calculate the fair value of certain indefinite-lived intangible assets. In addition, minor changes to these assumptions would have a significant effect on the Company’s assessment of the carrying value of the indefinite-lived intangible assets.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s indefinite- lived intangible asset impairment assessment process, including controls related to the determination of the fair value of the indefinite-lived intangible assets, related forecasted sales growth rates, including terminal growth rate, margins, determination of the discount rate, and consideration of the market indicators. We evaluated the Company’s forecasted sales growth rates and margins by comparing them to historical actual results of the Company and other industry data, as applicable. In addition, we compared the Company’s historical sales forecasts and margins to actual results. For certain trademark assets under assessment, we compared observable market indicators to the fair value determined using the discounted cash flows method. We involved valuation professionals with specialized skill and knowledge, who assisted in:

■ evaluating the Company’s terminal growth rate by comparing to publicly available industry market data and long-term economic growth assumptions

■ evaluating the Company’s discount rate assumptions by comparing it to discount rates that were independently developed using publicly available market data for comparable entities.

Assessment of fair values of the Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions reporting units

As discussed in Notes 2 and 6 to the consolidated financial statements, the Company reorganized its reporting structure during the first quarter of 2024 from one reporting unit to four reporting units: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions. The change in reporting structure required the Company to reassign assets and liabilities, including goodwill, among the four reporting units and complete a goodwill impairment test, both prior to and subsequent to the change, comparing the fair values of the reporting units to the carrying values. The Company estimated the fair value of its reporting units using a discounted cash flow analysis that includes annual sales growth rate and discount rate assumptions. As a result of this goodwill impairment test, the Company recognized goodwill impairment charges of $70.6 million within its Frozen & Vegetables reporting unit.

We identified the evaluation of the fair values of the Company’s reporting units as a critical audit matter. Subjective auditor judgment was required to evaluate the forecasted sales growth rates, terminal growth rate and discount rate assumptions used to determine the reporting units’ fair values due to the significant estimation in the assumptions. Specifically, minor changes to these assumptions would have a significant effect on the Company’s assessment of the fair values of the reporting units.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s fair value determination of the reporting units, including controls over the development of the assumptions described above. We evaluated the reporting units’ forecasted sales growth rates by comparing them to historical actual results of the reporting units and in certain instances, other industry data. We involved valuation professionals with specialized skill and knowledge, who assisted in:

■ evaluating the reporting units’ terminal growth rate by comparing to publicly available industry market data and long-term economic growth assumptions

■ evaluating the reporting units’ discount rate assumptions by comparing it to discount rates that were independently developed using publicly available market data for comparable entities.

/s/KPMG LLP

We have served as the Company’s auditor since 1996.

New York, New York

February 25, 2025

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To the Stockholders and Board of Directors

B&G Foods, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited B&G Foods, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 28, 2024, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, and the related notes and the schedule of valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

New York, New York

February 25, 2025

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