B&G Foods, Inc. Reports Material Event

B&G Foods (BGS) announced an agreement to sell the Green Giant and Le Sieur frozen and shelf-stable vegetable product lines in Canada to Nortera Foods.

Accepted by SEC EDGAR 10/27/2025 - 08:30 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

B&G Foods (BGS) announced an agreement to sell the Green Giant and Le Sieur frozen and shelf-stable vegetable product lines in Canada to Nortera Foods. The transaction is subject to regulatory approval in Canada and customary closing conditions.

The company expects the sale to close during Q4 2025 or Q1 2026. B&G Foods intends to use proceeds for general corporate purposes, including the repayment of long-term debt, the purchase of assets useful in its business, and to pay taxes, fees and expenses related to the sale.

Insights

Corporate finance analyst

Strategic Canada divestiture; proceeds earmarked for debt and reinvestment.

B&G Foods agreed to sell its Canadian Green Giant and Le Sieur vegetable lines to Nortera Foods. The action narrows the portfolio in Canada and could streamline focus elsewhere. Closing is conditioned on Canadian regulatory approval and customary conditions, anchoring timing to Q4 2025 or Q1 2026.

Management states proceeds will go to general corporate purposes including long-term debt repayment and asset purchases, plus transaction taxes, fees and expenses. The impact hinges on final proceeds and closing certainty; the filing does not specify amounts.

Key dependencies are regulatory clearance in Canada and deal execution. Subsequent disclosures may detail consideration and any changes to leverage once closing occurs.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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