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As filed with the Securities
and Exchange Commission on October 27, 2025
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 27, 2025
| |
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.) |
| Four Gatehall Drive, 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.
On
October 27, 2025, B&G Foods issued a press release announcing that we have entered into an agreement to sell the Green Giant
and Le Sieur frozen and shelf-stable vegetable product lines in Canada to Nortera Foods. Subject to regulatory approval
in Canada and the satisfaction of customary closing conditions, B&G Foods expects the sale to close during the fourth quarter
of 2025 or the first quarter of 2026. We intend to use the proceeds from the sale for general corporate purposes, including the repayment
of long-term debt and the purchase of assets useful in our business, and to pay taxes, fees and expenses related to the sale.
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 27, 2025, furnished pursuant to Item 7.01 |
| |
|
|
| |
104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101 |
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 27, 2025 |
By: |
/s/ Scott E. Lerner |
| |
|
Scott E. Lerner |
| |
|
Executive Vice President, General Counsel and Secretary |
