B&G Foods, Inc.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Forward-Looking Statements” before Part I of this report and elsewhere in this report. The following discussion should be read in conjunction with the unaudited consolidated interim financial statements and related notes for the thirteen weeks ended March 29, 2025 (first quarter of 2025) included elsewhere in this report and the audited consolidated financial statements and related notes for the fiscal year ended December 28, 2024 (fiscal 2024) included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 25, 2025 (which we refer to as our 2024 Annual Report on Form 10-K).

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Forward-Looking Statements” before Part I of this report and elsewhere in this report. The following discussion should be read in conjunction with the unaudited consolidated interim financial statements and related notes for the thirteen and twenty-six weeks ended June 28, 2025 (second quarter and first two quarters of 2025) included elsewhere in this report and the audited consolidated financial statements and related notes for the fiscal year ended December 28, 2024 (fiscal 2024) included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 25, 2025 (which we refer to as our 2024 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. More recently, in an attempt to sharpen focus, improve margins and reduce our long-term debt, we have begun reshaping our portfolio through select divestitures. For example, on January 3, 2023, we completed the sale of theBack to Nature business. On November 8, 2023, we completed the sale of theGreen Giant U.S. shelf-stable product line. We have also decided to place our frozen and remaining shelf-stable vegetable businesses under strategic review and we are evaluating a possible divestiture of some or all of the assets in our Frozen & Vegetables business unit, either in a single transaction or in a series of transactions.

Current wording

Since 1996, we have successfully acquired and integrated more than 50 brands or businesses into our company. More recently, in an attempt to sharpen focus, improve margins and reduce our long-term debt, we have begun reshaping our portfolio through select divestitures. For example, on August 1, 2025, we completed the sale of theLe Sueur U.S. business; on May 23, 2025, we completed the sale of theDon Pepino andSclafani brands; on January 3, 2023, we completed the sale of theBack to Nature business; and on November 8, 2023, we completed the sale of theGreen Giant U.S. shelf-stable product line. These divestitures affect comparability between periods. We are also evaluating and pursuing a possible divestiture of some or all of the remaining assets in our Frozen & Vegetables business unit, either in a single transaction or in a series of transactions.

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 2024 and the first quarter of 2025 and we anticipate that certain raw material costs will remain elevated during the remainder of fiscal 2025. We are currently locked into our supply and prices for a majority of our most significant raw material commodities through the second or third quarter of 2025.

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 2024 and the first two quarters of 2025 and we anticipate that certain raw material costs will remain elevated during the remainder of fiscal 2025. We are currently locked into our supply and prices for a majority of our most significant raw material commodities through the end of fiscal 2025.

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 decline in 2023, freight

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 2024 and the first two quarters of 2025, and we expect freight rates to remain elevated during the remainder of fiscal 2025.

Previous wording

Trade and Regulatory Uncertainty.[NOTE: To be updated, especially with respect to China.] [On February 1, 2025, the White House announced the imposition of tariffs of up to 25% on imports from Canada and Mexico and 10% on imports from China, and those countries subsequently announced retaliatory tariffs in response. Although the imposition of such tariffs has to a large extent been at least temporarily paused in the case of Canada and Mexico, the situation is dynamic, rapidly evolving and uncertain. [The U.S. has since reinstated full 25% tariffs on steel imports and increased tariffs on aluminum imports to 25%.] 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 finished goods and raw materials, including finished goods produced at ourGreen Giant frozen vegetable manufacturing facility in Irapuato, Mexico, certain raw material vegetables we procure in Mexico for production in the United States, and the cost of steel cans and lids used for certain of our products, which 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 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.]

Current wording

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

Previous wording

*Changing Consumer Preferences and Channel Shifts.*Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. In addition, the rapid growth of some channels and changing consumer preferences for these channels, in particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. As a result of changing consumer preferences for products and channels, we may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts. If we are unable to effectively and timely adapt to changes in consumer preferences and channel shifts, our products may lose market share or we may face significant price erosion, and our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected.

Current wording

*Changing Consumer Preferences and Channel Shifts.*Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. In addition, the rapid growth of some channels and changing consumer preferences for these channels, in particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. As a result of changing consumer preferences for products and channels, we may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other

Previous wording

from foreign suppliers. For example, we purchase a significant majority of our maple syrup requirements from suppliers in Québec, Canada. These purchases are made in Canadian dollars. A weakening of the U.S. dollar against the Canadian dollar would significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars or otherwise entered into a currency hedging arrangement in advance of any such weakening of the U.S. dollar. These increased costs would not be fully offset by the positive impact the change in the relative strength of the Canadian dollar versus the U.S. dollar would have on our net sales in Canada. Our purchases of raw materials from other foreign suppliers are generally denominated in U.S. dollars, with one exception being certain purchases of raw materials in Mexico that are denominated in Mexican pesos.

Current wording

*Fluctuations in Currency Exchange Rates.*Our foreign sales are primarily to customers in Canada. Our sales to Canada are generally denominated in Canadian dollars and our sales for export to other countries are generally denominated in U.S. dollars. During the first two quarters of 2025 and 2024, our net sales to customers in foreign countries represented approximately 8.9% 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

The following table sets forth the percentages of net sales represented by selected items for the first quarter of 2025 and 2024 reflected in our consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future results:

Current wording

The following table sets forth the percentages of net sales represented by selected items for the second quarter and first two quarters of 2025 and 2024 reflected in our consolidated statements of operations. The comparisons of financial results are not necessarily indicative of future results:

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 income (loss), 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) income, changes in stockholders’ equity and cash flows.

Previous wording

A reconciliation of net sales to base business net sales for the first quarter of 2025 and 2024 follows (in thousands):

Current wording

A reconciliation of net sales to base business net sales for the second quarter and first two quarters of 2025 and 2024 follows (in thousands):

Previous wording

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 company performance and liquidity, and therefore does not place undue reliance on these measures as its only measures of operating performance and liquidity.

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

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.

Previous wording

Reconciliations of net income (loss) and net cash provided by operating activities to EBITDA and adjusted EBITDA for the first quarter of 2025 and 2024 along with the components of EBITDA and adjusted EBITDA follows (in thousands):

Current wording

Reconciliations of net (loss) income and net cash provided by operating activities to EBITDA and adjusted EBITDA for the second quarter and first two quarters of 2025 and 2024 along with the components of EBITDA and adjusted EBITDA follows (in thousands):

Previous wording

A reconciliation of net income (loss) to adjusted net income and adjusted diluted earnings per share for the first quarter of 2025 and 2024 along with the components of adjusted net income and adjusted diluted earnings per share follows (in thousands):

Current wording

A reconciliation of net (loss) income to adjusted net income and adjusted diluted earnings per share for the second quarter and first two quarters of 2025 and 2024 along with the components of adjusted net income and adjusted diluted earnings per share follows (in thousands):

Previous wording

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

Current wording

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

Previous wording

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 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.

Previous wording

A reconciliation of gross profit to adjusted gross profit and gross profit percentage to adjusted gross profit percentage for the first quarter of 2025 and 2024, respectively, follows (in thousands, except percentages):

Current wording

A reconciliation of gross profit to adjusted gross profit and gross profit percentage to adjusted gross profit percentage for the second quarter and first two quarters of 2025 and 2024, respectively, follows (in thousands, except percentages):

Previous wording

*Net Sales.*Net sales for the first quarter of 2025 decreased $49.8 million, or 10.5%, to $425.4 million from $475.2 million for the first quarter of 2024. The decrease was primarily attributable to a decrease in volume, a decrease in net pricing and the impact of product mix, and the negative impact of foreign currency.

Current wording

*Net Sales.*Net sales for the second quarter of 2025 decreased $20.2 million, or 4.5%, to $424.4 million from $444.6 million for the second quarter of 2024. The decrease was primarily attributable to a decrease in volume, a decrease in net pricing and the impact of product mix, and the negative impact of foreign currency.

Previous wording

Base business net sales for the first quarter of 2025 decreased $49.9 million, or 10.5%, to $425.4 million from $475.3 million for the first quarter of 2024. The decrease in base business net sales was driven by a decrease in volume of $42.4 million, or 8.9%, a decrease in net pricing and the impact of product mix of $5.5 million, or 1.2% of base business net sales, and the negative impact of foreign currency of $2.0 million.

Current wording

Base business net sales for the second quarter of 2025 decreased $18.7 million, or 4.2%, to $422.6 million from $441.3 million for the second quarter of 2024. The decrease in base business net sales was driven by a decrease in volume of $14.3 million, or 3.2% of base business net sales, a decrease in net pricing and the impact of product mix of $4.0 million, or 0.9% of base business net sales, and the negative impact of foreign currency of $0.4 million.

Previous wording

*Gross Profit.*Gross profit was $90.1 million for the first quarter of 2025, or 21.2% of net sales. Adjusted gross profit, which excludes the negative impact of $0.5 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during the first quarter of 2025, was $90.6 million, or 21.3% of net sales. Gross profit was $108.9 million for the first quarter of 2024, or 22.9% of net sales. Adjusted gross profit, which excludes the negative impact of $1.0 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during the first quarter of 2024, was $109.9 million, or 23.1% of net sales.

Current wording

*Gross Profit.*Gross profit was $87.0 million for the second quarter of 2025, or 20.5% of net sales. Adjusted gross profit, which excludes the negative impact of $2.1 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2025, was $89.1 million, or 21.0% of net sales. Gross profit was $92.0 million for the second quarter of 2024, or 20.7% of net sales. Adjusted gross profit, which excludes the negative impact of $1.2 million of acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold during the second quarter of 2024, was $93.2 million, or 21.0% of net sales.

Previous wording

*Amortization Expense.*Amortization expense remained flat at $5.1 million for the first quarter of 2025 as compared to the first quarter of 2024.

Current wording

*Amortization Expense.*Amortization expense remained flat at $5.1 million for the second quarter of 2025 as compared to the second quarter of 2024.

Previous wording

*Selling, General and Administrative Expenses.*Selling, general and administrative expenses increased $0.5 million, or 1.1%, to $49.1 million for the first quarter of 2025 from $48.6 million for the first quarter of 2024. The increase was composed of increases in acquisition/divestiture-related and non-recurring expenses of $4.2 million and general and administrative expenses of $0.5 million, partially offset by decreases in consumer marketing expenses of $3.3 million and selling expenses of $0.9 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 1.4 percentage points to 11.6% for the first quarter of 2025, as compared to 10.2% for the first quarter of 2024.

Current wording

*Selling, General and Administrative Expenses.*Selling, general and administrative expenses increased $4.6 million, or 5.0%, to $96.3 million for the first two quarters of 2025 from $91.7 million for the first two quarters of 2024. The increase was composed of increases in acquisition/divestiture-related and non-recurring expenses of $6.9 million and general and administrative expenses of $0.6 million, partially offset by decreases in selling expenses of $1.0 million, consumer marketing expenses of $1.0 million, and warehousing expenses of $0.9 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 1.3 percentage points to 11.3% for the first two quarters of 2025, as compared to 10.0% for the first two quarters of 2024.

Previous wording

Net Interest Expense. Net interest expense remained flat at $37.8 million for the first quarter of 2025 as compared to the first quarter of 2024.

Current wording

*Amortization Expense.*Amortization expense remained flat at $10.2 million for the first two quarters of 2025 as compared to the first two quarters of 2024.

Previous wording

Impairment of Goodwill. In connection with our transition from one reportable segment to four reportable segments during the first quarter of 2024, we reassigned assets and liabilities, including goodwill, between four reporting units (which are the same as our reportable segments) and completed 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 goodwill impairment test resulted in us recognizing pre-tax, non-cash goodwill impairment charges of $70.6 million within our Frozen & Vegetables reporting segment during the first quarter of 2024. See Note 5, “Goodwill and Other Intangible

Current wording

units (which are the same as our reportable segments) and completed 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 goodwill impairment test resulted in us recognizing pre-tax, non-cash goodwill impairment charges of $70.6 million within our Frozen & Vegetables reporting segment during the first quarter of 2024. See Note 5, “Goodwill and Other Intangible Assets,” and Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item I of this report.

Previous wording

Loss on Sales of Assets. During the first quarter of 2024, we recorded a post-closing inventory adjustment related to theGreen Giant U.S. shelf-stable divestiture and recorded an additional loss on sale of assets of $0.1 million.* *

Current wording

Loss on Sales of Assets. During the second quarter of 2025, we completed theDon Pepino divestiture and recognized a loss on sale of $12.6 million. During the first quarter of 2024, we recorded a post-closing inventory adjustment related to the 2023Green Giant U.S. shelf-stable divestiture and recorded an additional loss on sale of assets of $0.1 million.

Previous wording

*Operating Income (Loss).*As a result of the foregoing, operating income increased $51.4 million, or 330.4%, to an operating income of $35.8 million for the first quarter of 2025 from an operating loss of $15.6 million for the first quarter of 2024. Operating income (loss) expressed as a percentage of net sales increased to 8.4% in the first quarter of 2025 from 3.3% in the first quarter of 2024.

Current wording

*Operating Income.*As a result of the foregoing, operating income increased $29.7 million, or 104.9%, to $57.9 million for the first two quarters of 2025 from $28.2 million for the first two quarters of 2024. Operating income expressed as a percentage of net sales increased to 6.8% in the first two quarters of 2025 from 3.1% in the first two quarters of 2024.

Previous wording

Other Income. Other income for the first quarter of 2025 and 2024 includes the expected return on pension plan assets and the amortization of unrecognized gain less the interest cost on the projected benefit obligation of $1.1 million and $1.0 million, respectively.

Current wording

Other Income. Other income for the first two quarters of 2025 and 2024 includes the expected return on pension plan assets and the amortization of unrecognized gain less the interest cost on the projected benefit obligation of $2.3 million and $2.1 million, respectively.

Previous wording

*Income Tax Benefit.*Income tax benefit decreased $10.5 million to $1.6 million for the first quarter of 2025 from $12.1 million for the first quarter of 2024. As a result of the goodwill impairment charges of $70.6 million (or $53.4 million, net of tax) within our Frozen & Vegetables reporting segment during the first quarter of 2024, as described above, we recorded a deferred tax benefit of $17.2 million during the first quarter of 2024. See Note 5, “Goodwill and Other Intangible Assets,” and Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item I of this report. Our effective tax rate was 209.2% for the first quarter of 2025 and 23.1% for the first quarter of 2024. Our effective tax rate of 209.2% for the first quarter of 2025 is primarily due to lower pre-tax income relative to the tax benefit received during the first quarter of 2025, which was primarily driven by 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. See “Section 987 of the Internal Revenue Code of 1986” above for a discussion of the impact of the tax legislation on income tax benefit.

Current wording

Income Tax Benefit.Income tax benefit decreased $4.6 million to $4.4 million for the first two quarters of 2025 from $9.0 million for the first two quarters of 2024. As a result of the goodwill impairment charges of $70.6 million (or $53.4 million, net of tax) within our Frozen & Vegetables reporting segment during the first quarter of 2024, as described above, we recorded a discrete deferred tax benefit of $17.2 million during the first quarter of 2024. See Note 5, “Goodwill and Other Intangible Assets,” and Note 17, “Business Segment Information,” to our unaudited consolidated interim financial statements in Part I, Item I of this report. During the first quarter of 2025, we recorded 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. During the second quarter of 2025, we recorded a discrete tax benefit of $3.1 million related to the loss on theDon Pepino divestiture. Our effective tax rate was 32.9% for the first two quarters of 2025 and 19.9% for the first two quarters of 2024.

Previous wording

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

Current wording

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

Previous wording

The decrease in Meals segment net sales was primarily due to [a decrease in volumes across the Meals business unit in the aggregate and a decrease in net pricing and product mix]. The decrease in Meals segment adjusted EBITDA was primarily due to [a decrease in net sales].

Current wording

For the second quarter and first two quarters of 2025, the decrease in Meals segment net sales was primarily due to a decrease in volumes across the Meals business unit in the aggregate, partially offset by an increase in net pricing and product mix. The increase in Meals segment adjusted EBITDA in the second quarter and first two quarters of 2025 was primarily due to the increase in net pricing and improved product mix, offset in part by lower net sales.

Previous wording

The decrease in Frozen & Vegetables segment net sales was primarily due to [a decrease in net pricing and product mix and a decline in volume]. The decrease in Frozen & Vegetables segment adjusted EBITDA was primarily due to [an increase in raw material costs, a decrease in net sales and the negative impact of foreign currency onGreen Giant raw material and manufacturing costs].

Current wording

For the second quarter of 2025, the decrease in Frozen & Vegetables segment net sales was primarily due to a decrease in net pricing and product mix and the negative impact of foreign currency, partially offset by a modest increase in volume. For the first two quarters of 2025, the decrease in Frozen & Vegetables segment net sales was primarily due to a decrease in volume, a decrease in net pricing and the impact of product mix, as well as the negative impact of foreign currency. The decrease in Frozen & Vegetables segment adjusted EBITDA for the second quarter and first two quarters of 2025 was primarily due to a decrease in net sales, increased trade promotions, an increase in raw material and manufacturing costs and the impact of tariffs.

Previous wording

The decrease in Spices & Flavor Solutions segment net sales was primarily due to [a decline in volumes across the Spices & Flavor Solutions business unit in the aggregate, as well as lower net pricing and product mix]. The decrease in Spices & Flavor Solutions segment adjusted EBITDA was primarily due to [increases in trade spending, the impact of product mix and increases in raw material costs, and a decrease in net sales].

Current wording

For the second quarter and first two quarters of 2025, the decrease in Spices & Flavor Solutions segment net sales was primarily due to a decline in volumes across the Spices & Flavor Solutions business unit in the aggregate. In the second quarter of 2025, net sales were also negatively impacted by lower net pricing and the impact of product mix, while in the first two quarters of 2025, net pricing and the impact of product mix were a benefit. The decrease in Spices & Flavor Solutions segment adjusted EBITDA for the second quarter and first two quarters of 2025 was primarily due to a decrease in net sales, the impact of product mix, increases in raw material costs, particularly for garlic and black pepper and the impact of tariffs.

Previous wording

*Net Cash Provided by Operating Activities.*Net cash provided by operating activities increased $17.6 million to $52.7 million for the first quarter of 2025, as compared to $35.1 million for the first quarter of 2024. The increase was due to favorable working capital comparisons in the first quarter of 2025 compared to the first quarter of 2024, primarily comprised of trade accounts receivable, trade accounts payable, and prepaid expenses and other current assets; partially offset by unfavorable working capital comparisons for inventories, accrued expenses and income tax receivable/payable, net.

Current wording

*Net Cash Provided by Operating Activities.*Net cash provided by operating activities increased $24.2 million to $70.6 million for the first two quarters of 2025, as compared to $46.4 million for the first two quarters of 2024. The increase was primarily due to favorable working capital comparisons in the first two quarters of 2025 compared to the first two quarters of 2024, primarily comprised of trade accounts payable, trade accounts receivable, and income tax receivable/payable, net; partially offset by unfavorable working capital comparisons for inventories.

Previous wording

*Net Cash Used in Investing Activities.*Net cash used in investing activities increased $2.2 million to $10.3 million for the first quarter of 2025, as compared to $8.1 million for the first quarter of 2024. The increase was primarily attributable to higher capital expenditures in the first quarter of 2025 compared to the first quarter of 2024.

Current wording

Net Cash Used in Investing Activities.Net cash used in investing activities decreased $8.3 million to $5.9 million for the first two quarters of 2025, as compared to $14.2 million for the first two quarters of 2024. The decrease was primarily attributable to the $10.6 million of proceeds we received from theDon Pepino divestiture, partially offset by a $3.1 million increase in capital expenditures in the first two quarters of 2025 compared to the first two quarters of 2024.

Previous wording

Net Cash Used in Financing Activities. Net cash used in financing activities increased $6.4 million to $31.9 million for the first quarter of 2025, as compared to $25.5 million for the first quarter of 2024. The increase was primarily driven by a $5.0 million increase in net prepayments of revolving credit facility loans during the first quarter of 2025 as compared to the first quarter of 2024.

Current wording

Net Cash Used in Financing Activities. Net cash used in financing activities increased $29.2 million to $61.8 million for the first two quarters of 2025, as compared to $32.6 million for the first two quarters of 2024. The increase was primarily driven by a $30.0 million increase in net prepayments of revolving credit facility loans during the first two quarters of 2025 as compared to the first two quarters of 2024.

Previous wording

interest deduction, a change in our net interest expense relative to our adjusted taxable income that eliminates, limits or reduces our ability to amortize and deduct goodwill and certain intangible assets or the interest deduction we receive on our substantial indebtedness, or otherwise that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase further, which could significantly reduce our future liquidity and impact our ability to make interest and dividend payments and have a material adverse effect on our business, consolidated financial condition, results of operations and liquidity.

Current wording

deduction limitations, we expect to continue to be subject to the interest expense deduction limitation in fiscal 2025 and future years. In addition, if there is a change in U.S. federal tax policy or, in the case of the interest deduction, a change in our net interest expense relative to our adjusted taxable income that eliminates, limits or reduces our ability to amortize and deduct goodwill and certain intangible assets or the interest deduction we receive on our substantial indebtedness, or otherwise that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase further, which could significantly reduce our future liquidity and impact our ability to make interest and dividend payments and have a material adverse effect on our business, consolidated financial condition, results of operations and liquidity.

Previous wording

For the first quarter of 2025 and 2024, we had net cash provided by operating activities of $52.7 million and $35.1 million, respectively, and distributed as dividends $15.0 million and $14.9 million, respectively.

Current wording

For the first two quarters of 2025 and 2024, we had net cash provided by operating activities of $70.6 million and $46.4 million, respectively, and distributed as dividends $30.2 million and $30.0 million, respectively.

Previous wording

Based upon our current intended dividend rate of $0.76 per share per annum and our current number of outstanding shares, we expect our aggregate dividend payments in fiscal 2025 to be approximately $60.6 million.

Current wording

Based upon our current intended dividend rate of $0.76 per share per annum and the current number of outstanding shares, we expect our aggregate dividend payments in fiscal 2025 to be approximately $60.6 million.

Previous wording

We are highly leveraged. On March 29, 2025, the aggregate principal amount of our long-term debt (including current portion) of $2,028.2 million, net of our cash and cash equivalents of $61.2 million, was $1,967.0 million. Stockholders’ equity as of that date was $513.1 million.

Current wording

We are highly leveraged. On June 28, 2025, the aggregate principal amount of our long-term debt (including current portion) of $2,011.4 million, net of our cash and cash equivalents of $54.1 million, was $1,957.3 million. Stockholders’ equity as of that date was $501.4 million.

Previous wording

We expect to make capital expenditures of approximately $30.0 million to $35.0 million in the aggregate during fiscal 2025. During the first quarter of 2025, we made capital expenditures of $12.1 million, of which $10.4 million were paid in cash. Our projected capital expenditures for fiscal 2025 primarily relate to asset sustainability projects, cost savings initiatives, information technology (hardware and software), including cybersecurity, and environmental compliance.

Current wording

We expect to make capital expenditures of approximately $30.0 million to $35.0 million in the aggregate during fiscal 2025. During the first two quarters of 2025, we made capital expenditures of $18.7 million, of which $16.8 million were paid in cash. Our projected capital expenditures for fiscal 2025 primarily relate to asset sustainability projects, cost savings initiatives, information technology (hardware and software), including cybersecurity, and environmental compliance.