Form 8-K

8-K — B&G Foods, Inc.

Accession: 0001104659-26-113896

Filed: 2026-10-06

Period: 2026-10-05

CIK: 0001278027

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2626946d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 - PRESS RELEASE DATED OCTOBER 6, 2026 (tm2626946d1_ex99-1.htm)

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As filed with the Securities

and Exchange Commission on October 6, 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):

October 5, 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.

Item 8.01. Other Events.

October 6, 2026, B&G Foods issued a press release announcing that, on October 5, 2026, B&G Foods and Nortera Foods mutually terminated

our previously announced agreement to sell the Green Giant and Le Sieur frozen and shelf-stable vegetable

product lines in Canada to Nortera Foods.

Under the terms of the asset purchase agreement,

either party was entitled to terminate the agreement if regulatory approval in Canada had not been obtained by the Competition Act outside

date of September 24, 2026. Although the parties worked cooperatively and in good faith to seek the required approval under Canada’s

Competition Act, the approval had not been obtained by the outside date and the conditions to closing therefore were not satisfied. B&G

Foods and Nortera remain appreciative of the efforts of their respective employees, customers and stakeholders throughout the regulatory

review process.

As a result of the termination, the asset purchase

agreement is no longer in effect and B&G Foods will continue to own and operate Green Giant Canada and focus on executing its

strategic and operating plans, and Nortera Foods will continue to serve as the primary co-manufacturer for Green Giant Canada.

B&G Foods intends to continue evaluating strategic

and operational alternatives for Green Giant Canada, including potential sale transactions, strategic partnerships or other opportunities

that may maximize value for shareholders.

Pursuant to the asset purchase agreement, Nortera

Foods will pay B&G Foods US$1.6 million, consisting of a contractually required termination fee and reimbursement of a portion of

B&G Foods’ legal expenses.

A copy of the press release is attached to this

report as Exhibit 99.1. The information contained in the press release is incorporated by reference herein and is furnished pursuant to

Item 7.01, “Regulation FD Disclosure.”

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

99.1

Press Release dated October 6, 2026, furnished pursuant to Item 7.01

104

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

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: October 6, 2026

By:

/s/ Scott E. Lerner

Scott E. Lerner

Executive Vice President, General Counsel and Secretary

EX-99.1 — EXHIBIT 99.1 - PRESS RELEASE DATED OCTOBER 6, 2026

EX-99.1

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Exhibit 99.1

B&G Foods and Nortera Announce Termination

Green Giant Canada Asset Purchase Agreement

Parsippany, N.J., October 6, 2026 — B&G Foods, Inc. (NYSE:

BGS) and Nortera Foods Inc. today announced that B&G Foods Canada, ULC and Nortera Foods terminated on October 5, 2026 their previously

announced asset purchase agreement entered into on October 24, 2025, pursuant to which B&G Foods Canada had agreed to sell Green

Giant Canada to Nortera Foods.

Under the terms of the asset purchase agreement, either party was entitled

to terminate the agreement if regulatory approval in Canada had not been obtained by the Competition Act outside date of September 24,

2026. Although the parties worked cooperatively and in good faith to seek the required approval under Canada’s Competition Act,

the approval had not been obtained by the outside date and the conditions to closing therefore were not satisfied. B&G Foods and Nortera

remain appreciative of the efforts of their respective employees, customers and stakeholders throughout the regulatory review process.

As a result of the termination, the asset purchase agreement is no

longer in effect and B&G Foods will continue to own and operate Green Giant Canada and focus on executing its strategic and

operating plans, and Nortera Foods will continue to serve as the primary co-manufacturer for Green Giant Canada.

“Although we are disappointed that the transaction was not completed

before the outside date, we remain highly confident in Green Giant Canada’s future. Green Giant is the number one

brand in both frozen and shelf-stable vegetables in Canada, with strong consumer loyalty, longstanding customer relationships and, we believe,

significant opportunities for growth and margin improvement,” stated Robert D. Mills, President and Chief Executive Officer of B&G

Foods.

“We look forward to continuing to serve Green Giant Canada’s

customers and consumers while pursuing initiatives to enhance profitability and unlock value. We intend to continue evaluating strategic

and operational alternatives for Green Giant Canada, including potential sale transactions, strategic partnerships or other opportunities

that may maximize value for shareholders.”

Erwan Hédiard, Interim Chief Executive Officer and Chief Financial

Officer of Nortera, said, “While this transaction will not move forward, Nortera remains fully committed to vegetable production

and processing in Canada and to the long-term strength of our industry. We are proud of our longstanding relationship with B&G Foods

and of our strategic partnership in the production of Green Giant in Canada. We would also like to thank the teams at both

organizations for their commitment and professionalism throughout this process.”

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, 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. For more information about B&G Foods and its brands, please visit www.bgfoods.com.

About Nortera Foods Inc.

Nortera is North America’s leading processor of frozen and canned

vegetables. The company operates 11 facilities across Canada and the United States, where it processes and markets more than 400,000 tonnes

of vegetables annually in collaboration with approximately 575 growing partners. Nortera employs nearly 3,000 people across North America.

Nortera is committed to making the benefits of vegetables accessible

to as many people as possible. The company produces for major private-label and retail brands while also marketing its own brands, including

Arctic Gardens and Del Monte in Canada.

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 the future of Green Giant Canada, including future growth and margin improvement

opportunities. 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. 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.

B&G Foods Contacts:

Investor Relations:

Media Relations:

ICR, Inc.

Anna Kate Heller

Matt Lindberg

bgfoodsIR@icrinc.com

matthew.lindberg@icrinc.com

Nortera Foods Contact:

Gabrielle Fallu

Senior Director, Corporate Communications and Government Relations

gabrielle.fallu@norterafoods.com

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