Form 8-K

8-K — B&G Foods, Inc.

Accession: 0001104659-26-068744

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0001278027

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2616326d2_8k.htm (Primary)

EX-99.1 — EX. 99.1 - PRESS RELEASE DATED JUNE 1, 2026 (tm2616326d2_ex99-1.htm)

EX-99.2 — EX. 99.2 - INVESTOR PRESENTATION DATED JUNE 1, 2026 (tm2616326d2_ex99-2.htm)

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2026-06-01

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As filed with the Securities and Exchange Commission on June 1, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

June 1, 2026

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-32316

13-3918742

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

Sylvan Way, Parsippany, New

Jersey

07054

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (973) 401-6500

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BGS

New York Stock Exchange

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure

Senior Notes Offering.

On June 1, 2026, we issued a press release announcing our intention to offer, subject to market and other conditions,

$475.0 million aggregate principal amount of senior notes due 2031 in a transaction exempt from registration under the Securities Act

of 1933, as amended. The notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods.

We intend to use the net proceeds of the offering,

together with cash on hand and borrowings under our revolving credit facility, to redeem all $509.3 million aggregate principal amount

of our outstanding 5.25% senior notes due 2027 and pay related fees and expenses. However, we cannot assure you that the offering of the

senior notes will be completed as described herein or at all.

On June 1, 2026, B&G Foods will be making

a slide presentation to prospective investors in connection with the offering.

The offering of the senior notes and the related

guarantees has not been registered under the Securities Act or the securities laws of any other jurisdiction and the senior notes and

the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration

requirements of the Securities Act and applicable state laws.

This current report does not constitute an offer

to sell or a solicitation of an offer to buy the senior notes and the related guarantees, nor shall there be any sale of the senior notes

and the related guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or jurisdiction.

A copy of the press release announcing the offering,

which is attached to this report as Exhibit 99.1, and a copy of the slide presentation, which is attached to this report as Exhibit 99.2,

are incorporated by reference herein and are furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release dated June 1, 2026, furnished pursuant to Item 7.01

99.2

Investor Presentation dated June 1, 2026, furnished pursuant to Item 7.01

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

-2-

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

B&G FOODS, INC.

Dated: June 1, 2026

By:

/s/ Scott E. Lerner

Scott E. Lerner

Executive Vice President,

General Counsel and Secretary

-3-

EX-99.1 — EX. 99.1 - PRESS RELEASE DATED JUNE 1, 2026

EX-99.1

Filename: tm2616326d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

B&G Foods Announces Proposed Private Offering

$475 Million of Senior Notes due 2031

PARSIPPANY, N.J., June 1, 2026 — B&G Foods, Inc.

(NYSE: BGS) announced today its intention to offer, subject to market and other conditions, $475.0 million aggregate principal amount

of senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes will

be guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods.

B&G Foods intends to use the net proceeds of the offering, together

with cash on hand and borrowings under our revolving credit facility, to redeem all $509.3 million aggregate principal amount of B&G Foods’

outstanding 5.25% senior notes due 2027 and pay related fees and expenses. However, there can be no assurances that the offering of the

senior notes will be completed as described herein or at all.

The senior notes and related guarantees will be offered only to persons

reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under

the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the

Securities Act. The senior notes and the related guarantees have not been and will not be registered under the Securities Act, any state

securities laws or the securities laws of any other jurisdiction. Accordingly, the senior notes and the related guarantees may not be

offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities

Act and any applicable securities laws of any state or other jurisdiction.

This press release does not constitute a redemption notice with respect

to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes and

the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state

or jurisdiction.

About B&G Foods, Inc.

Based in Parsippany, New Jersey, B&G Foods and its subsidiaries

manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico.

With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek,

College Inn, Cream of Wheat, Crisco, Dash, Green Giant, Kitchen Basics,

Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega,

Polaner, Spice Islands and Victoria, there’s a little something for everyone.

Forward-Looking Statements

Statements in this press release that are not statements of historical

or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include,

without limitation, statements related to B&G Foods’ intention to offer senior notes due 2031 and the use of proceeds of such

senior notes offering, including the redemption of all of the 5.25% senior notes due 2027. Such forward-looking statements involve known

and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially

different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition

to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,”

“belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,”

“could,” “should,” “estimates,” “potential,” “seek,” “predict,”

“may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking.

Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G

Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and

to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt

agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement,

which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control,

including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes,

tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S.

tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened

to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients,

packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs;

B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense

competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G

Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new

products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating

at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue

to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients,

packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease

outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations

or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior

management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work

locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace,

flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions

or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses,

including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in

Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible

inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify

new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements,

cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition;

B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise

resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful

Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’

borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’

competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements

of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other

intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating

results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market

capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture

proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against,

or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement

B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws

and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including

machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls

if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws

and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’

pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and

credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment;

and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’

third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of

raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained

herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings

with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual

Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any

such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update

or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:

Investor Relations:

Media Relations:

ICR, Inc.

Anna Kate Heller

Matt Lindberg

bgfoodsIR@icrinc.com

matthew.lindberg@icrinc.com

EX-99.2 — EX. 99.2 - INVESTOR PRESENTATION DATED JUNE 1, 2026

EX-99.2

Filename: tm2616326d2_ex99-2.htm · Sequence: 3

Exhibit 99.2

Confidential

Investor Presentation

06.01.2026

Confidential

Disclaimer

This presentation, the information contained herein and the materials accompanying it (this “presentation”) has been prepared solely for informational purposes

supplied by or on behalf of, and constitutes confidential information of, B&G Foods, Inc. and its direct and indirect subsidiaries (“B&G Foods”, the “Company”, “us” or

“we”) and is provided to you (the “Recipient”) on the condition that you agree to hold it in strict confidence and not photocopy, disseminate, reproduce, disclose,

divulge, forward or distribute it directly or indirectly in whole or in part, to any person or entity. This presentation is intended for the recipient hereof and is for

informational purposes only. By accepting this presentation, each Recipient expressly agrees to treat this presentation and any information contained herein or

accompanying it in a confidential manner. Each Recipient further agrees that the foregoing obligations shall apply to all other written or oral communications

transmitted to the recipient by or on behalf of the Company, together with all memoranda, notes and other documents and analyses developed by the Recipient using

any of the presentation, any information contained in or accompanying the presentation or all such communications (collectively, the “information”). The Recipient

agrees that the information is for informational purposes only.

The securities offered pursuant to the preliminary offering memorandum have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)

or any state securities laws, and may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons, unless an exemption from the

registration requirements of the Securities Act is available or they are otherwise sold pursuant to an effective registration statement filed with the Securities and

Exchange Commission. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offer or sale of such securities will

only be made (i) to persons reasonably believed to be qualified institutional buyers (“QIBs”) and (ii) outside the United States in offshore transactions in accordance

with Regulation S. Any purchaser of such securities in the United States, or to or for the account of U.S. persons, will be deemed to have made certain

representations and acknowledgments, including, without limitation, that the purchaser is a QIB.

The Company has prepared a preliminary offering memorandum for the proposed offering to which the information in this presentation relates. Before you invest, you

should read the detailed information in that preliminary offering memorandum for more complete information about the Company and the offering. This presentation is

intended for the recipient hereof and is for informational purposes only. By accepting this presentation, each recipient expressly agrees to treat this presentation and

the information contained herein or accompanying it in a confidential manner and each recipient shall ensure that any person to whom it discloses any of this

information complies with this paragraph. The preliminary offering memorandum modifies and supersedes in its entirety any information in this presentation or which

has otherwise been previously provided. Barclays Capital Inc. and the several other initial purchasers with respect to the notes have not independently verified the

information contained herein or any other information that has or will be provided to you.

The information and opinions contained in this presentation (including forward-looking statements) are made as of this presentation unless otherwise stated herein.

They are subject to change without notice and neither the Company nor any other person is under any obligation to update or keep current the information contained

in this document and neither the Company nor any other person intends to update or otherwise revise such information or opinions (including any forward looking

statements) to reflect the occurrence of future events or developments even if any of the assumptions, judgments and estimates on which the information contained

herein is based proves to be incorrect, made in error or become outdated. No representation or warranty, express or implied, is made as to, and no reliance should be

placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein, and any reliance you place on them will be at your

sole risk. The Company, its affiliates and advisors do not accept any liability whatsoever for any loss howsoever arising, directly or indirectly, from the use of this

document or its contents, or otherwise arising in connection with this document. For more information, please refer to the information discussed in the preliminary

offering memorandum under the captions entitled “Cautionary note regarding forward-looking information” and “Risk Factors.”

This presentation does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities

of the Company, nor shall there be any sale of securities in any state or other jurisdiction to any person or entity to which it is unlawful to make such offer, solicitation

or sale in such state or jurisdiction.

Confidential

Forward-Looking Statements

The following presentation and the oral statements made from time to time by executive officers of B&G Foods may contain “forward-looking” statements within the meaning of the Private

Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of

the Securities Act and, as applicable, Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). The words “believes,” “belief,” “expects,” “projects,” “intends,”

“anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods are intended to identify forward-looking

statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or

industry results, to be materially different from any future results, performance, or achievements expressed or implied by any forward-looking statements. We believe important factors that

could cause actual results to differ materially from our expectations include the following: our substantial leverage, which may impact our ability, among other things, to fund capital

expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; our ability to comply with the ratios or tests under our long-term

debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under our credit agreement, which may be affected not only by our

operating performance but also by events beyond our control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international

trade disputes, tariffs, quotas, and other import or export restrictions on our procurement, sales and operations (including U.S. tariffs imposed or threatened to be imposed on China,

Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in the supply of

commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; our ability to successfully

implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for our products and local

economic and market conditions; our continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to

broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity;

the ability of our company and our supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to

procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks may have on

our business, including among other things, our supply chain, our manufacturing operations, our workforce and customer and consumer demand for our products; our ability to recruit and

retain senior management and a highly skilled and diverse workforce at our corporate offices, manufacturing facilities and other work locations despite a very tight labor market and

changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of our

business through acquisitions or reduction in size through divestitures; our possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture

of our Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen our focus, improve our margins, reduce costs and reduce our long-term debt, and, if completed,

our possible inability to achieve the expected margin improvements, cost savings and debt reduction; our possible inability to identify new acquisitions or to integrate recent or future

acquisitions, or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; our ability to successfully complete the

integration of recent or future acquisitions into our enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the

One Big Beautiful Bill Act, and any future tax reform or legislation; our ability to access the credit markets and our borrowing costs and credit ratings, which may be influenced by credit

markets generally and the credit ratings of our competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements

of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of our goodwill, other intangible assets, and tangible assets, such as property, plant,

equipment or inventory, which impairments may be triggered if our operating results for any of our brands deteriorate at rates in excess of our current projections, our market capitalization

declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being

divested; our ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; our ability to successfully implement our

sustainability initiatives and achieve our sustainability goals, and changes to environmental laws and regulations; our ability to successfully adopt and utilize new technologies, such as

artificial intelligence, including machine learning and generative artificial intelligence; other factors that affect the food industry generally, including: recalls if products become adulterated or

misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and

quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of our customers’ inventories and credit and other business risks

related to our customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any

failure by one or more of our third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods

products or injure our reputation; and our ability to complete the transactions described in this presentation.

The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities

and Exchange Commission, including under Item 1 A, “Risk Factors” in our Annual Report on Form 10-K for fiscal 2025 filed on March 3, 2026 and in B&G Foods’ subsequent reports on

Forms 10-Q and 8-K. You are cautioned not to place undue reliance on any such forward looking statements, which speak only as of the date they are made.

B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures and Unaudited Confidential

Financial Information

This presentation includes “non-GAAP (Generally Accepted Accounting Principles) financial measures.” “base business net sales” (which we define as net sales without

the impact of acquisitions until the acquisitions are included in both comparable periods and without the impact of discontinued or divested brands), “EBITDA” (which we

define as net income before net interest expense , income taxes, depreciation and amortization), “adjusted EBITDA” (which we define as EBITDA, further adjusted for

cash and non cash acquisition / divestiture related expenses, gains and losses (which may include third-party fees and expenses, integration, restructuring and

consolidation expenses, amortization of acquired inventory fair value step up, and gains and losses on the sale of certain assets), gains and losses on extinguishment

of debt, impairment of assets held for sale, and non-recurring expenses, gains and losses), ‘”covenant adjusted EBITDA” (which we define as adjusted EBITDA before

share-based compensation expense and extraordinary tariffs and adjusted for the pro forma impact of acquisitions and divestitures), and “adjusted gross profit” (which

we define as gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold”) are “non GAAP financial

measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most

directly comparable measure calculated and presented in accordance with generally accepted accounting principles (GAAP) in B&G Foods’ consolidated balance

sheets and related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures

should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. The Company's non-GAAP financial measures may be

different from non-GAAP financial measures used by other companies.

Additional information regarding these non-GAAP financial measures, including reconciliations of non-GAAP financial measures to the most directly comparable GAAP

measures, is included elsewhere herein and in B&G Foods’ Quarterly Report on Form 10-Q for the quarter ended April 4, 2026 filed or to be filed with the SEC on or

about May 12, 2026, and Annual Report on Form 10-K for fiscal 2025 filed with the SEC on March 3, 2026.

In addition, we have included in this presentation unaudited financial information for the twelve months ended April 4, 2026, which has been calculated by adding the

financial information for the thirteen weeks ended April 4, 2026 to the financial information for the fiscal year ended January 3, 2026 and subtracting the financial

information for the thirteen weeks ended March 29, 2025. The unaudited financial information for the twelve months ended April 4, 2026 has been prepared solely for

the purpose of this presentation, is for illustrative purposes only and is not necessarily indicative of our results of operations for any future period or our financial

condition at any future date.

Confidential

Transaction Overview

Confidential

Summary Overview

1. All ratios are based on Covenant Adj. EBITDA, which reflects Adj. EBITDA before share-based compensation and extraordinary tariffs and adjusts for recently

completed acquisitions and divestitures. Adj. EBITDA and Covenant Adj. EBITDA are non-GAAP financial measures. Please refer to p. 4 and to the non-GAAP

reconciliation schedules on p. 22 and 23 for further detail.

Company

Overview

► B&G Foods manufactures, sells and distributes a diverse portfolio of branded, high quality, shelf stable and frozen food and household

products across the United States, Canada and Puerto Rico

► B&G Foods has organized itself into four business units to better manage its portfolio of more than fifty brands: Spices & Flavor

Solutions, Meals, Specialty and Frozen & Vegetables

► For the LTM period ended April 4, 2026, B&G Foods generated Net Sales of $1.8 billion and Covenant Adjusted EBITDA of $323

million(1)

► As of Q1 FY2026, Total Net Leverage is 6.1x, based on LTM Q1 FY2026 Covenant Adjusted EBITDA of $323 million(1)

Recent Business

Updates

► On March 2, 2026, B&G Foods completed the divestiture of its Green Giant U.S. frozen business to Seneca Foods Corporation

▪ The divestiture represents another milestone in B&G Foods’ efforts to divest brands and product lines that are non-core to the

Company’s long-term strategy

► On October 24, 2025, the Company entered into an agreement to sell the Green Giant and Le Sieur frozen and shelf-stable vegetable

product lines in Canada to Nortera Foods, which subject to regulatory approval in Canada and customary closing conditions, is expected

to close in Q2 or Q3 FY2026

► On March 19, 2026, B&G Foods completed the acquisition of the broth and stock business of Del Monte Foods, including the College Inn

and Kitchen Basics brands, for approximately $110 million in cash

▪ The acquisition is consistent with the Company’s longstanding acquisition strategy of targeting well-established brands with

defensible market positions and strong cash flow at reasonable purchase price multiples

► On May 11, 2026, B&G Foods’ board of directors reduced the intended dividend rate for the Company’s common stock from $0.76 per

share per annum to $0.38 per share per annum

▪ Based upon the share count as of April 30, 2026, the 50% reduction in dividend rate is expected to reduce annual dividend

payments by approximately $30.8 million, which B&G Foods primarily plans to use to reduce long-term debt

Transaction

Overview

► B&G Foods proposes to issue $475 million of New Senior Unsecured Notes due 2031 to refinance a portion of existing Senior

Unsecured Notes due 2027

▪ Additional proceeds required to fully redeem the remaining outstanding Senior Notes and service transaction-related fees &

expenses will be funded by cash on hand and revolver draw

► As adjusted for this offering and use of proceeds therefrom, Secured Net Leverage will be 4.6x and Total Net Leverage will be 6.1x(1)

► Corporate ratings have been assigned at B3 / B- from Moody’s and S&P, with the unsecured notes rated Caa2 / CCC

► Pricing and allocation is expected to take place on Wednesday, June 3, with closing thereafter (T+5)

Confidential

As of

4/4/2026 Adj. As Adjusted

4/4/2026

Cash & Equivalents $65 (26) $39

Revolving Credit Facility due 2028 270 15 285

Term Loan B due 2029 443 -- 443

8.00% Secured Notes due 2028 799 -- 799

Total Secured Debt $1,513 $1,528

Net Secured Debt $1,448 $1,489

5.25% Senior Notes due 2027 509 (509) --

New Senior Notes due 2031 -- 475 475

Total Debt $2,022 $2,003

Net Debt $1,957 $1,964

Operating Metrics

Covenant Adj. EBITDA(3) $323 -- $323

Credit & Coverage Statistics

Secured Debt / Covenant Adj. EBITDA 4.7x 0.0x 4.7x

Net Secured Debt / Covenant Adj. EBITDA 4.5x 0.1x 4.6x

Total Debt / Covenant Adj. EBITDA 6.3x (0.1x) 6.2x

Net Debt / Covenant Adj. EBITDA 6.1x 0.0x 6.1x

As Adjusted Capitalization

Note: Dollars in millions.

1. Excludes accrued and unpaid interest thereon.

2. Actual transaction fees and expenses could be greater or less than the amount anticipated.

3. All ratios are based on Covenant Adj. EBITDA, which reflects Adj. EBITDA before share-based compensation and extraordinary tariffs and adjusts for recently completed acquisitions and

divestitures. Adjusted EBITDA and Covenant Adj. EBITDA are non-GAAP financial measures. Please refer to p. 4 and to the non-GAAP reconciliation schedules on p. 22 and 23 for further

detail.

Sources & Uses As Adjusted Capitalization

Sources of Funds Amount

New Senior Notes $475

Cash from Balance Sheet 26

Draw on Revolving Credit Facility 15

Total Sources $516

Uses of Funds Amount

Redeem 5.25% Senior Notes due 2027(1)

509

Est. Fees & Expenses(2) 7

Total Uses $516

Confidential

Summary Terms – Senior Unsecured Notes

Issuer: B&G Foods, Inc. (the “Issuer”)

Description: $475 million Senior Notes due 2031

Maturity: 5 years (2031)

Use of Proceeds: Net proceeds, together with draws of the revolver facility and cash on balance sheet, to refinance all outstanding existing Senior Unsecured Notes due

2027 in full and pay transaction-related fees and expenses

Security: None

Guarantees: Jointly and severally guaranteed on a senior unsecured basis by each existing and future domestic restricted subsidiary, subject to certain exceptions

Ranking:

Pari passu to all our senior indebtedness but effectively junior in right of payment to all of our and the guarantors’ secured indebtedness, including the

Revolving Credit Facility, Term Loan B and Senior Secured Notes due 2028, to the extent of the value of the assets pledged to secure those

obligations

Optional Prepayments: Non-callable for the first 2 years; T+50 make-whole during the non-call period; first call price par + 50% of coupon

Equity Clawback: During the non-call period, can redeem up to 40% of the principal with certain equity proceeds at par + the coupon

Change of Control: 101% change of control put

Negative Covenants:

Substantially similar to existing Senior Unsecured Notes with key modifications for:

► Credit Facilities Basket modified to the greater of (x) $1,400 million and (y) any additional amount up to Consolidated Secured Net Leverage

Ratio (1) of 4.25x

► Modifications to Available Amount:

► Starter Basket reduced to $100 million

► Lookback periods reset to April 5, 2026

► Access to the builder basket conditioned on meeting 6.50x Total Net Leverage Ratio (1) (in addition to 1.6x FCCR)

► Restricted Payment General Basket reduced to the greater of $25 mm and 0.8% of Total Assets

Other Protections:

► Added prohibitions on the transfer of material IP to unrestricted subsidiaries (“J. Crew” protections)

► Additional protections against contractually subordinating noteholders (requiring consent of each holder) (“Serta” protections) to complement

existing anti-layering covenant

Registration Rights: None; 144A / Reg S

1. Ratio will be determined with such pro forma adjustments as are consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge

Coverage Ratio.

Confidential

Timeline

U.S. Bank Holiday

Key Transaction Date

Timing Event

Monday, June 1 • Launch Transaction

Wednesday, June 3 • Price and Allocate Senior Notes

Thereafter • Close & Fund Transaction (T+5)

June 2026

Sun Mon Tue Wed Thu Fri Sat

1 2 3 4 5 6

7 8 9 10 11 12 13

14 15 16 17 18 19 20

21 22 23 24 25 26 27

28 29 30

Confidential

Company Highlights

Confidential

• Acquire and operate established food brands and maintain relevancy with today’s consumer

• Proven cash flow driven M&A at accretive multiples

• Target moderate top line growth across portfolio

• Strong focus on cash flow generation and working capital efficiency

• Maintain high quality products, strong customer service and sales support

• Enduring commitment to reduce leverage

• Effectively manage the portfolio to provide a comprehensive product offering and optimize distribution

Key Investment Highlights

Confidential

We Have Assembled a Portfolio of More than 50 Brands

1996 1997 1998 1999 2000 2003 2004 2006 2007 2010 2011 2012

2013 2014 2015 2016 2017 2018 2019 2020 2023 2025 2026

March

Acquisition

November

Acquisition

February

Acquisition

January

IPO

October

Acquisition

August

License

June

Acquisition

February

Acquisition

July

Acquisition

June

Acquisition

December

Acquisition

May

Acquisition

July

Acquisition

October

Acquisition

November

License

February

Acquisition

April

Acquisition

May

Acquisition

October

License

August

Transfer to

NYSE

May

Acquisition

November

Acquisition

July

November

December

Acquisition

December

November

U.S. Shelf

Stable

1. Emeril’s® is a registered trademark of Marquee Brands used under license. The Emeril’s license agreement expired at the end of fiscal 2023 and B&G Foods is exiting the Emeril’s brand. B&G

Foods is continuing to co-manufacture certain Emeril’s products for the new licensee on an interim basis.

2. Crock-Pot® is a registered trademark of Sunbeam Products, Inc. used under license.

3. Skinnygirl is a trademark of SG Marks, LLC used under license.

4. Weber® is a registered trademark of Weber-Stephen Products LLC used under license.

5. B&G Foods discontinued the SnackWell’s brand in fiscal 2022.

(1) (2)

(3)

(4)

Divestiture

January

(5)

Divestiture

May

August

U.S. Shelf

Stable

Canada Canada

Acquisition

March

Divestiture

Expected to Close Q2 2026

U.S. Frozen

Divestiture

March

Acquisition

July

Divestiture

October

Confidential

Meals

25%

Specialty

35%

Frozen &

Vegetables

19%

Spices & Flavor

Solutions

22%

Q1 2026 LTM

Net Sales

by Business Unit

Canada

We Operate Four Business Units to Better Manage Our Portfolio

Note: Brands shown represent select subset of entire B&G portfolio.

1. For Q1 2026 LTM, net sales includes only two weeks of net sales for College Inn and Kitchen Basics, which were acquired in mid-March 2026.

2. For Q1 2026 LTM, also includes Green Giant U.S. frozen and Le Sieur U.S. which were divested in March 2026 and August 2025, respectively.

3. Following the sale of B&G Foods’ Green Giant U.S. frozen business in March 2026, B&G Foods’ frozen vegetable manufacturing operations in Mexico co-manufactures certain frozen vegetables products for the company that acquired the Green Giant U.S. frozen business.

Canada

(2)

Also includes frozen vegetable

manufacturing operations in Mexico(3)

(1)

▪ We report financials for each of our four business units – Meals, Specialty, Spices & Flavor Solutions, and Frozen &

Vegetables – a categorization process we began in 2022 to clarify the portfolio focus and future platforms for acquisitions

▪ Our Business Unit leadership teams are empowered to manage the P&L, leading to better and faster decision making, and

driving accountability throughout the organization. Business Unit leadership has been tasked with driving improved margins,

better managing supply and demand, and building stronger growth plans

Confidential

$100+ Million

$50-$99 Million

<$50 Million

A Portfolio of Large, Established & Defensible Niche Brands

plus Spices + Seasonings

accounted for ~78% or

$1.6 billion of FY2023

net sales

BRANDS

$400+ Million

$100-$399

Million

$50-$99

Million

<$50 Million

ANNUAL NET

SALES BY BRAND

LTM Net Sales by Brand

Confidential

M&A Update

• College Inn is the #2 broths brand in the Northeast

by sales

• Kitchen Basics is the #2 stocks brand nationally by

sales

• Broths and stocks are attractive and growing