B&G Foods, Inc. (NYSE:BGS) today announced financial results for the third quarter and first three quarters of 2025.

Summary

	Third Quarter of 2025					First Three Quarters of 2025
(In millions, except per share data)				Change vs.					Change vs.
	Amount			Q3 2024		Amount			First 3Q 2024
Net Sales	$	439.3		(4.7	)%	$	1,289.1		(6.6	)%
Base Business Net Sales ⁽¹⁾	$	437.0		(2.7	)%	$	1,266.5		(5.9	)%
Diluted EPS	$	(0.24	)	(366.7	)%	$	(0.35	)	5.4	%
Adj. Diluted EPS ⁽¹⁾	$	0.15		15.4	%	$	0.23		(41.0	)%
Net Loss	$	(19.1	)	(356.5	)%	$	(28.1	)	2.6	%
Adj. Net Income ⁽¹⁾	$	11.7		15.8	%	$	18.1		(41.9	)%
Adj. EBITDA ⁽¹⁾	$	70.4		0.1	%	$	187.5		(10.4	)%

Guidance for Full Year Fiscal 2025

Net sales narrowed to a range of $1.82 billion to $1.84 billion.
Adjusted EBITDA narrowed to a range of $273.0 million to $280.0 million.
Adjusted diluted earnings per share narrowed to a range of $0.50 to $0.58.

Commenting on the results, Casey Keller, President and Chief Executive Officer of B&G Foods, stated, "B&G Foods' third quarter results demonstrated significant improvement in adjusted EBITDA delivery and sequential improvement in base business net sales as compared to the first two quarters of 2025. Further, we announced in late October that we have reached an agreement to sell Green Giant Canada, another key divestiture to solidify the stability and strength of the core B&G Foods portfolio of brands."

Financial Results for the Third Quarter of 2025

Net sales for the third quarter of 2025 decreased $21.8 million, or 4.7%, to $439.3 million from $461.1 million for the third quarter of 2024. The decrease was primarily attributable to a decrease in volume and the negative impact of foreign currency, partially offset by an increase in net pricing and the impact of product mix.

Base business net sales for the third quarter of 2025 decreased $11.9 million, or 2.7%, to $437.0 million from $448.9 million for the third quarter of 2024. The decrease in base business net sales was driven by a decrease in volume of $12.9 million, or 2.9% of base business net sales, and the negative impact of foreign currency of $0.3 million, partially offset by an increase in net pricing and the impact of product mix of $1.3 million, or 0.3% of base business net sales.

Gross profit was $99.0 million for the third quarter of 2025, or 22.5% of net sales. Adjusted gross profit⁽¹⁾ was $98.8 million, or 22.5% of net sales. Gross profit was $102.3 million for the third quarter of 2024, or 22.2% of net sales. Adjusted gross profit was $102.4 million, or 22.2% of net sales.

Selling, general and administrative expenses decreased $1.4 million, or 3.0%, to $44.6 million for the third quarter of 2025 from $46.0 million for the third quarter of 2024. The decrease was composed of decreases in consumer marketing expenses of $1.8 million, general and administrative expenses of $0.6 million, warehousing expenses of $0.5 million and selling expenses of $0.3 million, partially offset by an increase in acquisition/divestiture‑related and non-recurring expenses of $1.8 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.2 percentage points to 10.2% for the third quarter of 2025, as compared to 10.0% for the third quarter of 2024.

During the third quarter of 2025, the Company recorded pre-tax, non-cash impairment charges of $26.0 million related to indefinite-lived intangible trademark assets for the Victoria and McCann's brands.

During the third quarter of 2025, the Company completed the Le Sueur U.S. divestiture and recognized a gain on sale of $15.5 million.

During the third quarter of 2025, the Company reclassified $75.6 million of inventories, $6.3 million of indefinite-lived trademark intangible assets and $3.1 million of finite-lived customer relationship intangible assets related to Green Giant Canada⁽²⁾ within the Frozen & Vegetables business unit to assets held for sale as of the end of the third quarter of 2025. The Company then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax non-cash impairment charges of $27.8 million during the third quarter of 2025.

Net interest expense decreased $4.9 million, or 11.5%, to $37.3 million for the third quarter of 2025 from $42.2 million for the third quarter of 2024. The decrease was primarily attributable to a reduction in average long-term debt outstanding during the third quarter of 2025 compared to the third quarter of 2024, lower interest rates on the Company's variable rate borrowings during the third quarter of 2025 compared to the third quarter of 2024, and a net gain on extinguishment of debt of $0.5 million during the third quarter of 2025, compared to a loss on extinguishment of debt of $1.9 million during the third quarter of 2024.

The Company had a net loss of $19.1 million, or $0.24 per diluted share, for the third quarter of 2025, compared to net income of $7.5 million, or $0.09 per diluted share, for the third quarter of 2024. The decreases in net income and diluted earnings per share to a net loss and diluted loss per share were primarily attributable to the pre-tax, non-cash impairment charges of $27.8 million recorded during the third quarter of 2025 for the impairment of assets held for sale related to Green Giant Canada within the Frozen & Vegetables business unit and the pre-tax, non-cash impairment charges of $26.0 million recorded during the third quarter of 2025 for the impairment of indefinite‑lived intangible trademark assets for the Victoria and McCann's brands, partially offset by the $15.5 million gain on sale of the Le Sueur U.S. shelf-stable vegetable brand recognized during the third quarter of 2025.

The Company's adjusted net income for the third quarter of 2025 was $11.7 million, or $0.15 per adjusted diluted share, compared to adjusted net income of $10.1 million, or $0.13 per adjusted diluted share, for the third quarter of 2024.

Adjusted EBITDA was $70.4 million for each of the third quarter of 2025 and the third quarter of 2024. Adjusted EBITDA as a percentage of net sales was 16.0% for the third quarter of 2025, compared to 15.3% for the third quarter of 2024.

Financial Results for First Three Quarters of 2025

Net sales for the first three quarters of 2025 decreased $91.8 million, or 6.6%, to $1,289.1 million from $1,380.9 million for the first three quarters 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.

Base business net sales for the first three quarters of 2025 decreased $79.3 million, or 5.9%, to $1,266.5 million from $1,345.8 million for the first three quarters of 2024. The decrease in base business net sales was driven by a decrease in volume of $68.2 million, or 5.1% of base business net sales, a decrease in net pricing and the impact of product mix of $8.3 million, or 0.6% of base business net sales, and the negative impact of foreign currency of $2.8 million.

Gross profit was $276.1 million for the first three quarters of 2025, or 21.4% of net sales. Adjusted gross profit⁽¹⁾ was $278.5 million, or 21.6% of net sales. Gross profit was $303.3 million for the first three quarters of 2024, or 22.0% of net sales. Adjusted gross profit was $305.6 million, or 22.1% of net sales.

Selling, general and administrative expenses increased $3.2 million, or 2.3%, to $140.9 million for the first three quarters of 2025 from $137.7 million for the first three quarters of 2024. The increase was composed of an increase in acquisition/divestiture‑related and non‑recurring expenses of $8.7 million, partially offset by decreases in consumer marketing expenses of $2.7 million, warehousing expenses of $1.4 million, selling expenses of $1.2 million and general and administrative expenses of $0.2 million. Expressed as a percentage of net sales, selling, general and administrative expenses increased by 0.9 percentage points to 10.9% for the first three quarters of 2025, as compared to 10.0% for the first three quarters of 2024.

During the first three quarters of 2025, the Company recognized a net gain on sale of assets of $2.9 million, which includes a gain on sale of $15.5 million for the Le Sueur U.S. divestiture during the third quarter of 2025 and a loss on sale of $12.6 million for the Don Pepino divestiture during the second quarter of 2025.

During the third quarter of 2025, the Company reclassified $75.6 million of inventories, $6.3 million of indefinite-lived trademark intangible assets and $3.1 million of finite-lived customer relationship intangible assets related to Green Giant Canada within the Frozen & Vegetables business unit to assets held for sale as of the end of the third quarter of 2025. The Company then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax non-cash impairment charges of $27.8 million during the third quarter of 2025.

Net interest expense decreased $7.0 million, or 5.9%, to $110.8 million for the first three quarters of 2025 from $117.8 million for the first three quarters of 2024. The decrease was primarily attributable to a reduction in average long-term debt outstanding during the first three quarters of 2025 compared to the first three quarters of 2024, lower interest rates on the Company's variable rate borrowings during the first three quarters of 2025 compared to the first three quarters of 2024, and a net gain on extinguishment of debt of $2.3 million during the first three quarters of 2025 (as a result of a $2.9 million gain on extinguishment of debt related to the Company's repurchase of $40.7 million aggregate principal amount of its 5.25% senior notes due 2027 for $37.8 million, plus accrued and unpaid interest, partially offset by the accelerated amortization of deferred debt financing costs of $0.6 million), compared to a loss on extinguishment of debt of $1.9 million during the first three quarters of 2024.

The Company had a net loss of $28.1 million, or $0.35 per diluted share, for the first three quarters of 2025, compared to a net loss of $28.8 million, or $0.37 per diluted share, for the first three quarters of 2024. The Company's net loss for the first three quarters of 2025 was primarily attributable to the pre-tax, non-cash impairment charges of $27.8 million recorded during the third quarter of 2025 for the impairment of assets held for sale related to Green Giant Canada and the pre-tax, non-cash impairment charges of $26.0 million recorded during the third quarter of 2025 for the impairment of indefinite‑lived intangible trademark assets for the Victoria and McCann's brands, partially offset by the net gain on the sale of assets of $2.9 million described above. The Company's net loss for the first three quarters of 2024 was primarily attributable to the pre-tax, non‑cash impairment charges of $70.6 million recorded during the first quarter of 2024 for the impairment of goodwill within the Company's Frozen & Vegetables reporting unit.

The Company's adjusted net income for the first three quarters of 2025 was $18.1 million, or $0.23 per adjusted diluted share, compared to adjusted net income of $31.1 million, or $0.39 per adjusted diluted share, for the first three quarters of 2024. The reduction in adjusted net income and adjusted diluted earnings per share in the first three quarters of 2025 was primarily attributable to the reduction in net sales, increases in raw material costs and the impact of tariffs.

For the first three quarters of 2025, adjusted EBITDA was $187.5 million, a decrease of $21.8 million, or 10.4%, compared to $209.3 million for the first three quarters of 2024. Adjusted EBITDA as a percentage of net sales was 14.5% for the first three quarters of 2025, compared to 15.2% for the first three quarters of 2024.

Segment Results⁽³⁾

The Company operates in, and reports results by, four business segments (also referred to as business units):

Specialty — includes, among others, the Crisco, Clabber Girl, Bear Creek, Polaner, Underwood, B&G, Grandma's, New York Style, B&M, Baker's Joy, Regina, TrueNorth, Static Guard, SugarTwin and Brer Rabbit brands. Specialty also included the Don Pepino and Sclafani brands until the Company's divestiture of those brands on May 23, 2025.

Meals — includes, among others, the Ortega, Maple Grove Farms, Cream of Wheat, Las Palmas, Victoria, Mama Mary's, Spring Tree, McCann's, Carey's and Vermont Maid brands.

Frozen & Vegetables — primarily includes the Green Giant brand and included the Le Sueur brand in the United States until its divestiture on August 1, 2025.

Spices & Flavor Solutions — includes, among others, the Dash, Spice Islands, Weber, Ac'cent, Tone's, Trappey's, Durkee and Wright's brands.

Specialty Segment Results

Specialty segment results were as follows (dollars in thousands):

	Third Quarter Ended									First Three Quarters Ended
	September 27,		September 28,							September 27,		September 28,
	2025		2024			$ Change		% Change		2025		2024			$ Change		% Change
Specialty segment net sales	$	150,526	$	160,991	$	(10,465	)	(6.5	)%	$	419,785	$	462,344	$	(42,559	)	(9.2	)%
Specialty segment adjusted expenses		112,802		119,680		(6,878	)	(5.7	)%		315,891		352,153		(36,262	)	(10.3	)%
Specialty segment adjusted EBITDA	$	37,724	$	41,311	$	(3,587	)	(8.7	)%	$	103,894	$	110,191	$	(6,297	)	(5.7	)%

For the third quarter and first three quarters of 2025, the decrease in Specialty segment net sales was primarily due to decreased volumes across the Specialty business unit in the aggregate and lower net pricing. The decrease in Specialty segment adjusted EBITDA for the third quarter and first three quarters of 2025 was primarily due to the decrease in net sales, which was offset in part by a decrease in raw material costs as a percentage of net sales.

Meals Segment Results

Meals segment results were as follows (dollars in thousands):

	Third Quarter Ended									First Three Quarters Ended
	September 27,		September 28,							September 27,		September 28,
	2025		2024			$ Change		% Change		2025		2024			$ Change		% Change
Meals segment net sales	$	109,966	$	111,582	$	(1,616	)	(1.4	)%	$	320,187	$	339,502	$	(19,315	)	(5.7	)%
Meals segment adjusted expenses		86,087		88,329		(2,242	)	(2.5	)%		245,589		266,709		(21,120	)	(7.9	)%
Meals segment adjusted EBITDA	$	23,879	$	23,253	$	626		2.7	%	$	74,598	$	72,793	$	1,805		2.5	%

For the third quarter and first three 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 third quarter and first three quarters of 2025 was primarily due to the increase in net pricing and improved product mix, offset in part by lower net sales volumes.

Frozen & Vegetables Segment Results

Frozen & Vegetables segment results were as follows (dollars in thousands):

	Third Quarter Ended									First Three Quarters Ended
	September 27,		September 28,							September 27,			September 28,
	2025		2024			$ Change		% Change		2025			2024			$ Change		% Change
Frozen & Vegetables segment net sales	$	77,398	$	89,181	$	(11,783	)	(13.2	)%	$	259,506		$	285,648	$	(26,142	)	(9.2	)%
Frozen & Vegetables segment adjusted expenses		73,223		88,022		(14,799	)	(16.8	)%		259,534			272,851		(13,317	)	(4.9	)%
Frozen & Vegetables segment adjusted EBITDA	$	4,175	$	1,159	$	3,016		260.2	%	$	(28	)	$	12,797	$	(12,825	)	(100.2	)%

For the third quarter of 2025, the decrease in Frozen & Vegetables segment net sales was primarily due to a decrease in volume and the negative impact of foreign currency, partially offset by an increase in net pricing and product mix. For the first three 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 increase in Frozen & Vegetables segment adjusted EBITDA for the third quarter of 2025 was primarily due to a decrease in raw material and manufacturing costs and the favorable impact of foreign currency on cost of goods, offset in part by lower net sales. The decrease in Frozen & Vegetables segment adjusted EBITDA for the first three 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.

Spices & Flavor Solutions Segment Results

Spices & Flavor Solutions segment results were as follows (dollars in thousands):

	Third Quarter Ended									First Three Quarters Ended
	September 27,		September 28,							September 27,		September 28,
	2025		2024			$ Change		% Change		2025		2024			$ Change		% Change
Spices & Flavor Solutions segment net sales	$	101,414	$	99,319	$	2,095		2.1	%	$	289,653	$	293,392	$	(3,739	)	(1.3	)%
Spices & Flavor Solutions segment adjusted expenses		75,015		70,810		4,205		5.9	%		212,866		208,567		4,299		2.1	%
Spices & Flavor Solutions segment adjusted EBITDA	$	26,399	$	28,509	$	(2,110	)	(7.4	)%	$	76,787	$	84,825	$	(8,038	)	(9.5	)%

For the third quarter of 2025, the increase in Spices & Flavor Solutions segment net sales was primarily due to an increase in net pricing and the impact of product mix, partially offset by a decline in volumes across the Spices & Flavor Solutions business unit in the aggregate. For the first three 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, partially offset by an increase in net pricing and the impact of product mix. The decrease in Spices & Flavor Solutions segment adjusted EBITDA for the third quarter and first three quarters of 2025 was primarily due to a decrease in net sales (in the case of the first three quarters of 2025), the impact of product mix, increases in raw material costs, particularly for garlic and black pepper, and the impact of tariffs.

Full Year Fiscal 2025 Guidance

B&G Foods narrowed its net sales guidance to fiscal 2025 to a range of $1.82 billion to $1.84 billion, narrowed its adjusted EBITDA guidance to a range of $273.0 million to $280.0 million, and narrowed its adjusted diluted earnings per share guidance to a range of $0.50 to $0.58.

Given the uncertainty in the political economic environment and rapidly evolving negotiations regarding tariffs and retaliatory tariffs, the Company's guidance does not reflect fully the potential impacts of recently imposed and threatened tariffs by the U.S. and retaliatory actions taken or threatened by other countries in response, or the potential for additional tariffs, trade barriers or retaliatory actions by the U.S. or other countries.

B&G Foods provides earnings guidance only on a non-GAAP basis and does not provide a reconciliation of the Company's forward-looking adjusted EBITDA and adjusted diluted earnings per share guidance to the most directly comparable GAAP financial measures because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for deferred taxes; 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; impairment of intangible assets; non-recurring expenses, gains and losses; and other charges reflected in the Company's reconciliation of historic non-GAAP financial measures, the amounts of which, based on past experience, could be material. For additional information regarding B&G Foods' non-GAAP financial measures, see "About Non-GAAP Financial Measures and Items Affecting Comparability" below.

Conference Call

B&G Foods will hold a conference call at 4:30 p.m. ET today, November 5, 2025 to discuss third quarter 2025 financial results. The live audio webcast of the conference call can be accessed at www.bgfoods.com/investor-relations. A replay of the webcast will be available following the conference call through the same link.

About Non-GAAP Financial Measures and Items Affecting Comparability

"Adjusted net income" (net income (loss) adjusted for certain items that affect comparability), "adjusted diluted earnings per share" (diluted earnings (loss) per share adjusted for certain items that affect comparability), "base business net sales" (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" (net income (loss) before net interest expense, income taxes, and depreciation and amortization), "adjusted EBITDA" (EBITDA as 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, impairment of intangible assets, and non-recurring expenses, gains and losses), "segment adjusted EBITDA" (segment net sales less segment adjusted expenses), "segment adjusted expenses" (primarily includes cost of goods sold and other expenses incurred by the Company's business segments to run day-to-day operations, excluding unallocated corporate items, depreciation and amortization, acquisition/divestiture-related and non-recurring expenses, impairment of intangible assets, goodwill and assets held for sale, gains and losses on sales of assets, interest expense, and income tax expense or benefit), "adjusted gross profit" (gross profit adjusted for acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold) and "adjusted gross profit percentage" (gross profit as a percentage of net sales 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 in the United States (GAAP) in B&G Foods' consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) 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.

The Company uses non-GAAP financial measures to adjust for certain items that affect comparability. This information is provided in order to allow investors to make meaningful comparisons of the Company's operating performance between periods and to view the Company's business from the same perspective as the Company's management. Because the Company cannot predict the timing and amount of these items that affect comparability, management does not consider these items when evaluating the Company's performance or when making decisions regarding allocation of resources.

Additional information regarding EBITDA, adjusted EBITDA, segment adjusted EBITDA and reconciliations of EBITDA, adjusted EBITDA and segment adjusted EBITDA to net (loss) income and, in the case of EBITDA and adjusted EBITDA, to net cash provided by operating activities, is included below for the third quarter and first three quarters of 2025 and 2024, along with the components of EBITDA, adjusted EBITDA and segment adjusted EBITDA. Also included below are reconciliations of the non-GAAP terms adjusted net income, adjusted diluted earnings per share and base business net sales to the most directly comparable measure calculated and presented in accordance with GAAP in the Company's consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders' equity and cash flows.

End Notes

(1)		Please see "About Non-GAAP Financial Measures and Items Affecting Comparability" above for the definition of the non-GAAP financial measures "base business net sales," "adjusted diluted earnings per share," "adjusted net income ," "EBITDA," "adjusted EBITDA," "segment adjusted EBITDA," "segment adjusted expenses," "adjusted gross profit" and "adjusted gross profit percentage," as well as information concerning certain items affecting comparability and reconciliations of the non-GAAP terms to the most comparable GAAP financial measures.

(2)		Green Giant Canada refers to the Company's Green Giant and Le Sieur frozen and shelf-stable vegetable product lines in Canada.

(3)		Segment net sales, segment adjusted expenses and segment adjusted EBITDA are the primary measures used by the Company's chief operating decision maker (CODM) to evaluate segment operating performance and to decide how to allocate resources to segments. The Company's CODM is the Company's chief executive officer. Segment adjusted expenses and segment adjusted EBITDA exclude unallocated corporate items, depreciation and amortization, acquisition/divestiture-related and non-recurring expenses, impairment of intangible assets, gains and losses on sales of assets, interest expense, and income tax expense or benefit. Unallocated corporate items consist of centrally managed corporate functions, including selling, marketing, procurement, centralized administrative functions, insurance, and other similar expenses not directly tied to segment operating performance. Depreciation and amortization expenses are neither maintained nor available by business segment, as the Company's manufacturing, warehouse, and distribution activities are centrally managed. These items that are centrally managed at the corporate level, and therefore excluded from the measures of segment adjusted expenses and segment adjusted EBITDA, are reviewed by the CODM. Expenses that are managed centrally but can be attributed to a segment, such as warehousing and transportation expenses, are generally allocated to segments based on net sales.

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, Cream of Wheat, Crisco, Dash, Green Giant, 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.

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' expectations regarding net sales, adjusted EBITDA and adjusted diluted earnings per share and B&G Foods' overall expectations for the remainder of fiscal 2025 and beyond, including the Company's expectation for recent and pending divestitures to solidify the stability and strength of the core of the Company's portfolio of brands. 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: the Company's substantial leverage, which may impact the Company's ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; the Company's 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 the Company's operating performance but also by events beyond the Company's 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 the Company's 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 the Company's commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; the Company's ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for the Company's products and local economic and market conditions; the Company's 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 the Company 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 the Company's business, including among other things, the Company's supply chain, manufacturing operations or workforce and customer and consumer demand for the Company's products; the Company's ability to recruit and retain senior management and a highly skilled and diverse workforce at the Company's 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 the Company's business through acquisitions or reduction in size through divestitures; the Company's possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of the Company's Green Giant and Le Sieur frozen and shelf-stable business in Canada or the possible divestiture of some or all of the other remaining assets of the Company's Frozen & Vegetables business unit, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, the Company's possible inability to achieve the expected margin improvements, cost savings and debt reduction; the Company's possible inability to identify new acquisitions or to integrate recent or future acquisitions or the Company's failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; the Company's ability to successfully complete the integration of recent or future acquisitions into the Company's 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; the Company's ability to access the credit markets and the Company's borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of the Company's 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 the Company's 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 the Company's brands deteriorate at rates in excess of its current projections, the Company's market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, including the Company's possible divestiture of some or all of the remaining assets of the Company's Frozen & Vegetables business unit, if divestiture proceeds are less than the book value of the assets being divested; the Company's ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; the Company's ability to successfully implement the Company's sustainability initiatives and achieve the Company's sustainability goals, and changes to environmental laws and regulations; the Company's 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 the Company's customers' inventories and credit and other business risks related to the Company's 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 the Company's third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt the Company's supply of raw materials or certain finished goods products or injure the Company's 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 the Company's 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, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)

	September 27,		December 28,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	60,905	$	50,583
Trade accounts receivable, net		157,826		172,260
Inventories		485,982		511,232
Assets held for sale		57,251		—
Prepaid expenses and other current assets		43,633		38,301
Income tax receivable		11,264		9,068
Total current assets		816,861		781,444

Property, plant and equipment, net		257,570		278,119
Operating lease right-of-use assets		46,539		55,431
Finance lease right-of-use assets		—		773
Goodwill		543,706		548,231
Other intangible assets, net		1,230,505		1,285,946
Other assets		38,215		34,788
Deferred income taxes		9,160		9,320
Total assets	$	2,942,556	$	2,994,052

Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable	$	165,015	$	113,209
Accrued expenses		54,850		83,960
Current portion of operating lease liabilities		13,954		17,963
Current portion of finance lease liabilities		—		726
Current portion of long-term debt		5,625		5,625
Income tax payable		240		344
Dividends payable		15,196		15,038
Total current liabilities		254,880		236,865

Long-term debt, net of current portion		2,020,364		2,014,823
Deferred income taxes		153,100		168,027
Long-term operating lease liabilities, net of current portion		32,458		37,697
Other liabilities		11,013		11,833
Total liabilities		2,471,815		2,469,245

Stockholders' equity:
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding		—		—
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 79,977,050 and 79,144,800 shares issued and outstanding as of September 27, 2025 and December 28, 2024, respectively		800		791
Additional paid-in capital		—		—
Accumulated other comprehensive income (loss)		4,970		(4,743	)
Retained earnings		464,971		528,759
Total stockholders' equity		470,741		524,807
Total liabilities and stockholders' equity	$	2,942,556	$	2,994,052

B&G Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Third Quarter Ended						First Three Quarters Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Net sales	$	439,304		$	461,073		$	1,289,131		$	1,380,886
Cost of goods sold		340,291			358,728			1,013,049			1,077,623
Gross profit		99,013			102,345			276,082			303,263

Operating expenses:
Selling, general and administrative expenses		44,615			45,988			140,945			137,728
Amortization expense		5,083			5,110			15,301			15,333
Impairment of goodwill		—			—			—			70,580
Impairment of intangible assets		26,000			—			26,000			—
(Gain) loss on sales of assets		(15,513	)		—			(2,867	)		135
Impairment of assets held for sale		27,800			—			27,800			—
Operating income		11,028			51,247			68,903			79,487

Other expenses (income):
Interest expense, net		37,297			42,166			110,835			117,799
Other income		(1,201	)		(1,046	)		(3,549	)		(3,134	)
(Loss) income before income tax (benefit) expense		(25,068	)		10,127			(38,383	)		(35,178	)
Income tax (benefit) expense		(5,926	)		2,663			(10,304	)		(6,341	)
Net (loss) income	$	(19,142	)	$	7,464		$	(28,079	)	$	(28,837	)

Weighted average shares outstanding:
Basic		79,994			79,164			79,675			78,965
Diluted		79,994			79,404			79,675			78,965

(Loss) earnings per share:
Basic	$	(0.24	)	$	0.09		$	(0.35	)	$	(0.37	)
Diluted	$	(0.24	)	$	0.09		$	(0.35	)	$	(0.37	)

Cash dividends declared per share	$	0.19		$	0.19		$	0.57		$	0.57

B&G Foods, Inc. and Subsidiaries
Segment Net Sales, Segment Adjusted Expenses and Segment Adjusted EBITDA and
Reconciliation of Segment Adjusted EBITDA to Net (Loss) Income
(In thousands)
(Unaudited)

	Third Quarter Ended					First Three Quarters Ended
	September 27,			September 28,		September 27,			September 28,
	2025			2024		2025			2024
Segment net sales:
Specialty	$	150,526		$	160,991	$	419,785		$	462,344
Meals		109,966			111,582		320,187			339,502
Frozen & Vegetables		77,398			89,181		259,506			285,648
Spices & Flavor Solutions		101,414			99,319		289,653			293,392
Total segment net sales		439,304			461,073		1,289,131			1,380,886

Segment adjusted expenses:
Specialty		112,802			119,680		315,891			352,153
Meals		86,087			88,329		245,589			266,709
Frozen & Vegetables		73,223			88,022		259,534			272,851
Spices & Flavor Solutions		75,015			70,810		212,866			208,567
Total segment adjusted expenses		347,127			366,841		1,033,880			1,100,280

Segment adjusted EBITDA:
Specialty		37,724			41,311		103,894			110,191
Meals		23,879			23,253		74,598			72,793
Frozen & Vegetables		4,175			1,159		(28	)		12,797
Spices & Flavor Solutions		26,399			28,509		76,787			84,825
Total segment adjusted EBITDA		92,177			94,232		255,251			280,606

Unallocated corporate expenses		21,770			23,863		67,726			71,272
Adjusted EBITDA	$	70,407		$	70,369	$	187,525		$	209,334

Depreciation and amortization	$	16,570		$	17,157	$	50,124		$	51,709
Acquisition/divestiture-related and non-recurring expenses		3,321			919		11,022			4,289
Impairment of goodwill		—			—		—			70,580
Impairment of intangible assets		26,000			—		26,000			—
(Gain) loss on sales of assets		(15,513	)		—		(2,867	)		135
Impairment of property, plant and equipment, net		—			—		2,994			—
Impairment of assets held for sale		27,800			—		27,800			—
Interest expense, net		37,297			42,166		110,835			117,799
Income tax (benefit) expense		(5,926	)		2,663		(10,304	)		(6,341	)
Net (loss) income	$	(19,142	)	$	7,464	$	(28,079	)	$	(28,837	)

B&G Foods, Inc. and Subsidiaries
Items Affecting Comparability
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA⁽¹⁾
(In thousands)
(Unaudited)

	Third Quarter Ended					First Three Quarters Ended
	September 27,			September 28,		September 27,			September 28,
	2025			2024		2025			2024
Net (loss) income	$	(19,142	)	$	7,464	$	(28,079	)	$	(28,837	)
Income tax (benefit) expense		(5,926	)		2,663		(10,304	)		(6,341	)
Interest expense, net⁽²⁾ ⁽³⁾ ⁽⁴⁾		37,297			42,166		110,835			117,799
Depreciation and amortization		16,570			17,157		50,124			51,709
EBITDA⁽¹⁾		28,799			69,450		122,576			134,330
Acquisition/divestiture-related and non-recurring expenses⁽⁵⁾		3,321			919		11,022			4,289
Impairment of goodwill⁽⁶⁾		—			—		—			70,580
Impairment of intangible assets⁽⁷⁾		26,000			—		26,000			—
(Gain) loss on sales of assets⁽⁸⁾		(15,513	)		—		(2,867	)		135
Impairment of property, plant and equipment⁽⁹⁾		—			—		2,994			—
Impairment of assets held for sale⁽¹⁰⁾		27,800			—		27,800			—
Adjusted EBITDA⁽¹⁾	$	70,407		$	70,369	$	187,525		$	209,334

B&G Foods, Inc. and Subsidiaries
Items Affecting Comparability
Reconciliation of Net Cash Provided by (Used in) Operating Activities to EBITDA and Adjusted EBITDA⁽¹⁾
(In thousands)
(Unaudited)

	Third Quarter Ended						First Three Quarters Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Net cash provided by (used in) operating activities	$	(64,618	)	$	4,156		$	5,950		$	50,566
Income tax (benefit) expense		(5,926	)		2,663			(10,304	)		(6,341	)
Interest expense, net⁽²⁾ ^{(3) (4)}		37,297			42,166			110,835			117,799
Impairment of goodwill⁽⁶⁾		—			—			—			(70,580	)
Impairment of intangible assets⁽⁷⁾		(26,000	)		—			(26,000	)		—
Gain (loss) on extinguishment of debt⁽²⁾		681			(1,938	)		2,754			(1,938	)
Loss on sales of property, plant and equipment		(126	)		—			(1,029	)		(123	)
Gain (loss) on sales of assets⁽⁸⁾		15,513			—			2,867			(135	)
Impairment of property, plant and equipment⁽⁹⁾		—			—			(2,994	)		—
Impairment of assets held for sale⁽¹⁰⁾		(27,800	)		—			(27,800	)		—
Deferred income taxes		(4,702	)		1,810			13,801			16,968
Amortization of deferred debt financing costs and bond discount		(1,782	)		(1,329	)		(4,937	)		(4,537	)
Share-based compensation expense		(4,050	)		(2,400	)		(10,604	)		(6,795	)
Changes in assets and liabilities, net of effects of business combinations		110,312			24,322			70,037			39,446
EBITDA⁽¹⁾		28,799			69,450			122,576			134,330
Acquisition/divestiture-related and non-recurring expenses⁽⁵⁾		3,321			919			11,022			4,289
Impairment of goodwill⁽⁶⁾		—			—			—			70,580
Impairment of intangible assets⁽⁷⁾		26,000			—			26,000			—
(Gain) loss on sales of assets⁽⁸⁾		(15,513	)		—			(2,867	)		135
Impairment of property, plant and equipment⁽⁹⁾		—			—			2,994			—
Impairment of assets held for sale⁽¹⁰⁾		27,800			—			27,800			—
Adjusted EBITDA⁽¹⁾	$	70,407		$	70,369		$	187,525		$	209,334

B&G Foods, Inc. and Subsidiaries
Items Affecting Comparability
Reconciliation of Net (Loss) Income to Adjusted Net Income and Adjusted Diluted Earnings per Share⁽¹¹⁾
(In thousands, except per share data)
(Unaudited)

	Third Quarter Ended						First Three Quarters Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Net (loss) income	$	(19,142	)	$	7,464		$	(28,079	)	$	(28,837	)
(Gain) loss on extinguishment of debt⁽²⁾		(681	)		1,938			(2,754	)		1,938
Accelerated amortization of deferred debt financing costs⁽³⁾		289			—			588			456
Debt financing costs⁽⁴⁾		28			1,140			28			1,140
Acquisition/divestiture-related and non-recurring expenses⁽⁵⁾		3,321			919			11,022			4,289
Impairment of goodwill⁽⁶⁾		—			—			—			70,580
Impairment of intangible assets⁽⁷⁾		26,000			—			26,000			—
Loss on sales of assets⁽⁸⁾		(15,513	)		—			(2,867	)		135
Impairment of property, plant and equipment, net⁽⁹⁾		—			—			2,994			—
Impairment of assets held for sale⁽¹⁰⁾		27,800			—			27,800			—
Tax benefit related to IRC Section 987 and other discrete items and tax true-ups⁽¹²⁾		(299	)		(351	)		(1,296	)		646
Tax effects of non-GAAP adjustments⁽¹³⁾		(10,070	)		(979	)		(15,366	)		(19,240	)
Adjusted net income⁽¹¹⁾	$	11,733		$	10,131		$	18,070		$	31,107
Adjusted diluted earnings per share⁽¹¹⁾	$	0.15		$	0.13		$	0.23		$	0.39

(1)		EBITDA and adjusted EBITDA are non-GAAP financial measures used by management to measure operating performance. A non‑GAAP financial measure is defined as a numerical measure of the Company's 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 the Company's consolidated balance sheets and related consolidated statements of operations, comprehensive (loss) income, changes in stockholders' equity and cash flows. The Company defines EBITDA as net income (loss) before net interest expense, income taxes, and depreciation and amortization. The Company defines adjusted EBITDA as EBITDA 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; impairment of intangible assets; and non-recurring expenses, gains and losses.

		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 the Company's ability to generate cash flow from operations. The Company uses EBITDA and adjusted EBITDA in the Company's business operations to, among other things, evaluate the Company's operating performance, develop budgets and measure the Company's performance against those budgets, determine employee bonuses and evaluate the Company's cash flows in terms of cash needs. The Company also presents EBITDA and adjusted EBITDA because the Company believes they are useful indicators of the Company's historical debt capacity and ability to service debt and because covenants in the Company's credit agreement, the Company's senior secured notes indenture and the Company's 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.

		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 the Company's performance against the Company's peer companies because management believes these measures provide users with valuable insight into key components of GAAP amounts.

(2)		Net interest expense for the third quarter and first three quarters of 2025 was reduced by $0.5 million and $2.3 million, respectively, as a result of gains on extinguishment of debt related to the Company's repurchases of $20.0 million aggregate principal amount and $40.7 million aggregate principal amount, respectively, of its 5.25% senior notes due 2027 in open market purchases during the third quarter and first three quarters of 2025 at discounted repurchase prices, which resulted in pre-tax gains of $0.8 million and $2.9 million, respectively, partially offset by the accelerated amortization of deferred debt financing costs of $0.3 million and $0.6 million, respectively, described in footnote (3) below, for the third quarter and first three quarters of 2025.

		Net interest expense for the third quarter and first three quarters of 2024 includes a loss on extinguishment of debt of $1.9 million, which consists of $1.3 million related to the refinancing of tranche B term loans and $0.6 million related to the refinancing of revolving credit loans.

(3)		Net interest expense for the third quarter and first three quarters of 2025 includes the accelerated amortization of deferred debt financing costs of $0.3 million (or $0.2 million, net of tax) and $0.6 million (or $0.4 million, net of tax), respectively, resulting from the Company's repurchases of 5.25% senior notes due 2027 described in footnote (2) above.

		Net interest expense for the first three quarters of 2024 includes the accelerated amortization of deferred debt financing costs of $0.5 million (or $0.3 million, net of tax), resulting from the Company's prepayment of $21.3 million aggregate principal amount of tranche B term loans and repurchase of $0.7 million aggregate principal amount of 8.00% senior secured notes due 2028 during the second quarter of 2024.

(4)		Debt financing costs for the third quarter and first three quarters of 2024 and 2025 reflects the portion of debt financing costs incurred in connection with the Company's refinancing of the Company's senior secured credit facility that is included in net interest expense for the third quarter and first three quarters of 2024 and 2025. Of the $1.1 million included in net interest expense for the third quarter and first three quarters of 2024, $0.4 million relates to the refinancing of tranche B term loans and $0.7 million relates to the refinancing of revolving credit loans.

(5)		Acquisition/divestiture-related and non-recurring expenses primarily include acquisition, integration and divestiture‑related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.

(6)		In connection with the Company's transition from one reportable segment to four reportable segments during the first quarter of 2024, the Company reassigned assets and liabilities, including goodwill, between four reporting units (which are the same as the Company's reportable segments). The Company completed a goodwill impairment test, both prior to and subsequent to the change in reporting structure, comparing the fair values of the reporting units to the carrying values. The goodwill impairment test resulted in the Company recognizing pre‑tax, non-cash goodwill impairment charges of $70.6 million (or $53.4 million, net of tax) within its Frozen & Vegetables reporting unit during the first quarter of 2024.

(7)		During the third quarter of 2025, the Company recorded pre-tax, non-cash impairment charges of $26.0 million (or $19.6 million, net of tax) related to indefinite-lived intangible trademark assets for the Victoria and McCann's brands.

(8)		During the first three quarters of 2025, the Company recognized a net gain on sale of assets of $2.9 million (or $2.1 million, net of tax), which includes a gain on sale of $15.5 million (or $11.6 million, net of tax) for the Le Sueur U.S. divestiture during the third quarter of 2025 and a loss on sale of $12.6 million (or $9.5 million, net of tax) for the Don Pepino divestiture during the second quarter of 2025.

(9)		During the first quarter of 2025, the Company recorded pre-tax, non-cash impairment charges of $3.0 million related to property, plant and equipment.

(10)		During the third quarter of 2025, the Company reclassified $75.6 million of inventories, $6.3 million of indefinite-lived trademark intangible assets and $3.1 million of finite-lived customer relationship intangible assets related to Green Giant Canada within the Frozen & Vegetables business unit to assets held for sale as of the end of the third quarter of 2025. The Company then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax non-cash impairment charges of $27.8 million (or $21.0 million, net of tax) during the third quarter of 2025.

(11)		Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures used by management to measure operating performance. The Company defines adjusted net income and adjusted diluted earnings per share as net income (loss) and diluted earnings (loss) per share adjusted for certain items that affect comparability. These non-GAAP financial measures reflect adjustments to net income (loss) and diluted earnings (loss) per share to eliminate the items identified in the reconciliation above. This information is provided in order to allow investors to make meaningful comparisons of the Company's operating performance between periods and to view the Company's business from the same perspective as the Company's management. Because the Company cannot predict the timing and amount of these items, management does not consider these items when evaluating the Company's performance or when making decisions regarding allocation of resources.

(12)		During the first three quarters of 2025, the Company recorded a net discrete tax benefit of $1.3 million. During the first quarter of 2025, the Company recorded a net discrete tax benefit of $1.4 million, primarily related to a discrete tax benefit of $2.1 million for the tax effect of a pre-transition loss related to Section 987 of the Internal Revenue Code of 1986 for the cumulative unrecognized foreign exchange loss relating to its primary operating subsidiary in Canada, which is a qualified business unit for purposes of Section 987, partially offset by discrete tax expenses of $0.7 million related to stock-based compensation and rate changes. During the second quarter of 2025, the Company recorded other net discrete tax expenses of $0.4 million. During the third quarter of 2025, the Company recorded other net discrete tax benefits of $0.3 million.

		Tax true-up for the third quarter and first three quarters of 2024 relates to return to tax provision adjustments in the U.S., Mexico and Canada.

(13)		Represents the tax effects of the non-GAAP adjustments listed above, assuming a tax rate of approximately 24.5%.

B&G Foods, Inc. and Subsidiaries
Items Affecting Comparability
Reconciliation of Net Sales to Base Business Net Sales⁽¹⁾
(In thousands)
(Unaudited)

	Third Quarter Ended						First Three Quarters Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Net sales	$	439,304		$	461,073		$	1,289,131		$	1,380,886
Net sales from discontinued or divested brands⁽²⁾		(2,329	)		(12,169	)		(22,633	)		(35,093	)
Base business net sales⁽¹⁾	$	436,975		$	448,904		$	1,266,498		$	1,345,793

(1)		Base business net sales is a non-GAAP financial measure used by management to measure operating performance. The Company defines base business net sales as the Company's net sales excluding (1) the net sales of acquisitions until the net sales from such acquisitions are included in both comparable periods and (2) net sales of discontinued or divested brands. The portion of current period net sales attributable to recent acquisitions for which there is no corresponding period in the comparable period of the prior year is excluded. For each acquisition, the excluded period starts at the beginning of the most recent fiscal period being compared and ends on the first anniversary of the acquisition date. For discontinued or divested brands, the entire amount of net sales is excluded from each fiscal period being compared. The Company has included this financial measure because management believes it provides useful and comparable trend information regarding the results of the Company's business without the effect of the timing of acquisitions and the effect of discontinued or divested brands.

(2)		For the third quarter and first three quarters of 2024, reflects net sales of the Le Sueur U.S. shelf-stable vegetable brand, which was divested on August 1, 2025, net sales of the Don Pepino and Sclafani brands, which were divested on May 23, 2025, and a net credit paid to customers relating to other discontinued and divested brands. For the third quarter of 2025, reflects net sales of the Le Sueur U.S. shelf-stable vegetable brand through the date of the divestiture For the first three quarters of 2025, reflects net sales of the Le Sueur U.S. shelf-stable vegetable brand and the Don Pepino and Sclafani brands through the applicable dates of the divestitures.

B&G Foods, Inc. and Subsidiaries
Items Affecting Comparability
Reconciliation of Gross Profit to Adjusted Gross Profit and
Gross Profit Percentage to Adjusted Gross Profit Percentage⁽¹⁾
(In thousands, except percentages)
(Unaudited)

	Third Quarter Ended						First Three Quarters Ended
	September 27,			September 28,			September 27,			September 28,
	2025			2024			2025			2024
Gross profit	$	99,013		$	102,345		$	276,082		$	303,263
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold⁽²⁾		(184	)		130			2,422			2,321
Adjusted gross profit⁽¹⁾	$	98,829		$	102,475		$	278,504		$	305,584

Gross profit percentage		22.5	%		22.2	%		21.4	%		22.0	%
Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold as a percentage of net sales		0.0	%		0.0	%		0.2	%		0.2	%
Adjusted gross profit percentage⁽¹⁾		22.5	%		22.2	%		21.6	%		22.1	%

(1)		Adjusted gross profit and adjusted gross profit percentage are non-GAAP financial measures used by management to measure operating performance. The Company defines 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 above. This information is provided in order to allow investors to make meaningful comparisons of the Company's operating performance between periods and to view the Company's business from the same perspective as the Company's management. Because the Company cannot predict the timing and amount of these items, management does not consider these items when evaluating the Company's performance or when making decisions regarding allocation of resources.

(2)		Acquisition/divestiture-related expenses and non-recurring expenses included in cost of goods sold primarily include acquisition, integration and divestiture-related expenses for prior and potential future acquisitions and divestitures, and non-recurring expenses.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251105490869/en/

Investor Relations:

ICR, Inc.

Anna Kate Heller

bgfoodsIR@icrinc.com

Media Relations:

ICR, Inc.

Matt Lindberg

203.682.8214

B&G Foods Reports Financial Results for Third Quarter 2025