Every 8-K that B&G Foods, Inc. (BGS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BGS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BGS filings page.
B&G Foods, Inc. reported a planned CEO transition and detailed related agreements. Kenneth C. “Casey” Keller will retire as President, Chief Executive Officer and director effective August 7, 2026, under a retirement agreement providing $2,448,516 in salary continuation, a $10,000 lump-sum for life and disability benefits, one year of company-paid COBRA medical and dental premiums, and accelerated vesting of 519,396 restricted shares, plus pro rata performance share vesting based on future performance.
The board appointed director Robert D. Mills as President and Chief Executive Officer effective August 10, 2026. His employment agreement sets a base salary of $950,000, relocation assistance of $25,000, up to three months of a $4,166 monthly temporary living and travel allowance, a $500,000 cash sign-on bonus payable after March 31, 2027 subject to continued employment, and a sign-on grant of 134,408 restricted shares plus options on 900,000 shares at an exercise price of $3.40. One-third of these equity awards vest on each of December 31, 2026, 2027 and 2028. Mills is eligible for a guaranteed $375,000 fiscal 2026 bonus, annual bonuses from 2027 ranging from 25% to 200% of base salary, and performance share long-term incentives with potential payouts from 50% to 250% of base salary, as well as severance protections, standard benefits, and a one-year post-employment non-compete.
B&G Foods, Inc. reported second quarter 2026 net sales of $383.3 million, down 9.7% from $424.4 million a year earlier, mainly due to divestitures of the Green Giant U.S. frozen, Le Sueur U.S. and Don Pepino businesses, partially offset by new co-manufacturing revenue and the College Inn and Kitchen Basics acquisition. Base business net sales declined 2.9% to $346.3 million.
The company posted a Q2 net loss of $4.0 million (loss of $0.05 per diluted share) versus a $9.8 million loss last year, while adjusted net income rose to $4.9 million and adjusted diluted EPS to $0.06. Adjusted EBITDA increased to $60.4 million, with margin expanding to 15.8% from 13.7%, helped by portfolio mix shifts, lower SG&A and tariff refunds, partly offset by higher interest expense tied to new 11.00% senior notes due 2031 and a $36.3 million year‑to‑date loss on asset sales.
Segment performance was mixed: Frozen & Vegetables net sales fell sharply on U.S. divestitures but adjusted EBITDA improved; Spices & Flavor Solutions delivered strong adjusted EBITDA growth; Specialty weakened on higher Crisco oil costs and lower volumes. The company reaffirmed 2026 guidance, including net sales of $1.735–$1.775 billion and adjusted EBITDA of $275.0–$290.0 million, and expects these figures to reflect recent portfolio changes and one fewer reporting week.
B&G Foods, Inc. completed a private offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031, issued at 97.67% of face value. Interest is payable on June 15 and December 15 each year, starting December 15, 2026, with final maturity on June 15, 2031.
The company intends to use the net proceeds, together with borrowings under its revolving credit facility and cash on hand, to redeem all $509.3 million of its outstanding 5.25% senior notes due 2027 and pay related fees and expenses. The new notes are unsecured senior obligations guaranteed on a senior unsecured basis by certain domestic subsidiaries, include change-of-control repurchase rights, and are governed by an indenture with customary covenants and events of default.
B&G Foods, Inc. has priced an offering of $475.0 million in 11.00% senior notes due 2031 in a private transaction exempt from registration. The notes are being issued at 97.67% of face value and will be guaranteed on a senior unsecured basis by certain domestic subsidiaries.
The company expects the offering to close on June 10, 2026, subject to customary conditions, and estimates net proceeds of about $456.3 million. B&G Foods intends to use these proceeds, together with borrowings under its revolving credit facility and cash on hand, to redeem all $509.3 million of its outstanding 5.25% senior notes due 2027 and to pay related fees and expenses.
B&G Foods, Inc. has announced its intention to privately offer $475.0 million aggregate principal amount of senior notes due 2031, in a transaction exempt from registration under U.S. securities laws and subject to market and other conditions.
The senior notes will be guaranteed on a senior unsecured basis by certain domestic subsidiaries. B&G Foods plans to use the net proceeds, together with cash on hand and borrowings under its revolving credit facility, to redeem all $509.3 million aggregate principal amount of its outstanding 5.25% senior notes due 2027 and pay related fees and expenses. The company cautions there can be no assurance the offering will be completed as described or at all.
B&G Foods filed an amended report to add detailed financial information for its acquisition of Del Monte Foods’ broth and stock business, including the College Inn and Kitchen Basics brands. The deal closed on March 19, 2026 for approximately $109.7 million in cash.
The amendment includes audited special purpose abbreviated statements for the year ended April 27, 2025, showing revenue of $124.9 million and an operating loss of $0.8 million after a $26.0 million impairment, and unaudited nine‑month 2026 statements with revenue of $93.1 million and operating income of $17.6 million. Intangible assets such as trademarks and customer relationships are a major component of the acquired asset base.
Unaudited pro forma statements combine B&G Foods with the acquired business and also reflect earlier divestitures of the Don Pepino, Le Sueur U.S. and Green Giant U.S. frozen brands, plus a new Green Giant frozen co‑manufacturing agreement, to show how these portfolio changes would have affected recent results.
B&G Foods, Inc. reported the results of its annual stockholder meeting held on May 21, 2026. Stockholders elected ten directors to serve until the next annual meeting, with support ranging from about 26.97 million to 29.76 million votes "for" each nominee and 21.78 million broker non-votes recorded for each.
Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 26,804,215 votes for, 4,340,759 against, 436,974 abstentions and 21,782,841 broker non-votes. In addition, they ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 2, 2027, with 51,318,275 votes for, 1,338,349 against and 708,165 abstentions.
B&G Foods reported first quarter 2026 net sales of $408.9 million, down 3.9% from $425.4 million a year earlier, as divestitures more than offset growth in ongoing brands. Base business net sales rose 2.8% to $365.1 million, helped by higher volumes, pricing and favorable currency.
The company posted a net loss of $32.5 million, or $0.41 per diluted share, versus net income of $0.8 million, largely due to a $36.3 million loss on sale of assets tied mainly to the Green Giant U.S. frozen divestiture and higher transaction-related costs. Adjusted net income increased to $6.8 million, or $0.08 per adjusted diluted share, from $3.4 million, while adjusted EBITDA slipped 2.5% to $57.6 million.
The Spices & Flavor Solutions segment grew net sales 9.1% and adjusted EBITDA 13.1%, while Frozen & Vegetables swung from negative to positive adjusted EBITDA following portfolio changes and a new Green Giant U.S. frozen co-manufacturing agreement. Specialty and Meals segments saw pressured margins from higher raw material and manufacturing costs.
The company cut its annual dividend on common stock from $0.76 to $0.38 per share, expecting total dividend payments of about $46.0 million in fiscal 2026 and $30.8 million in fiscal 2027. For full-year 2026, B&G Foods now guides to net sales of $1.735–$1.775 billion, adjusted EBITDA of $275.0–$290.0 million, and adjusted diluted EPS of $0.575–$0.675, incorporating recent divestitures, the College Inn and Kitchen Basics acquisition, and a Green Giant U.S. frozen co-manufacturing agreement, while excluding a pending Green Giant Canada divestiture.
B&G Foods, Inc. reported the departures of two senior business unit leaders and outlined related arrangements. Ellen M. Schum, Executive Vice President and President of Specialty and Interim President of Meals, agreed that her last day would be May 1, 2026, and entered a separation agreement.
Schum will receive salary continuation payments of $492,272 for one year, one year of company-paid COBRA medical and dental coverage, two lump-sum payments of $10,000 each, and one additional year of service credit under the defined benefit pension plan, while all unvested equity awards are forfeited.
Andrew D. Vogel, Executive Vice President and President of Spices & Flavor Solutions, ended his employment on May 1, 2026. Vogel, through counsel, claims termination without cause and related severance under his employment agreement, but B&G Foods states it considers his departure a voluntary resignation with no severance. On an interim basis, President and CEO Kenneth C. “Casey” Keller has assumed their responsibilities.
B&G Foods, Inc. has completed the acquisition of the College Inn and Kitchen Basics broth and stock business from Del Monte affiliates for approximately $110 million in cash. The deal was structured as an asset purchase through a competitive Chapter 11 auction and includes trademarks, customer information, supply agreements and inventory.
B&G Foods funded the purchase and related fees with cash on hand, including divestiture proceeds, and additional borrowings under its existing revolving credit facility. The company expects the acquisition to be immediately accretive to earnings per share, adjusted EBITDA and free cash flow.
On an annualized basis, B&G Foods projects the acquired brands will generate $110–$120 million in net sales, $18–$22 million in adjusted EBITDA and $0.08–$0.12 in adjusted diluted earnings per share. It also expects to realize about $15 million in tax benefits on a net present value basis, implying a purchase price multiple of roughly 5.5x projected adjusted EBITDA, or 4.8x net of expected tax benefits.
B&G Foods reported weaker results for the fourth quarter and full year 2025, shaped by multiple divestitures and non‑cash impairment charges. Net sales fell to $539.6 million in the quarter and $1.83 billion for 2025, down 2.2% and 5.4% from 2024, as the company sold the Don Pepino and Le Sueur U.S. businesses.
Base business net sales grew 0.8% in the quarter but declined 4.0% for the year. The company posted a 2025 net loss of $43.3 million, a substantial improvement from a $251.3 million loss in 2024, mainly because intangible asset impairment charges were much lower. Adjusted EBITDA declined 1.6% in the quarter to $84.7 million and 7.9% for the year to $272.2 million, reflecting softer sales and higher raw material costs, including tariffs.
Management highlighted the recently closed divestiture of the Green Giant U.S. frozen business as a key step in refocusing on core brands and reducing long-term debt. For fiscal 2026, B&G Foods guided to net sales of $1.655–$1.695 billion, adjusted EBITDA of $265–$275 million, and adjusted diluted EPS of $0.55–$0.65, incorporating the loss of divested sales, one fewer reporting week, and pending portfolio changes.
B&G Foods, Inc. reported that it entered into an asset purchase agreement for its subsidiary B&G Foods North America to acquire the College Inn and Kitchen Basics broth and stock business from Del Monte Foods for $110 million in cash, subject to an inventory-based adjustment and assumption of certain liabilities. The deal is structured as a purchase of assets from Del Monte entities that are in Chapter 11 proceedings.
The transaction requires approval by the bankruptcy court, satisfaction of customary closing conditions, and the simultaneous closing of two other Del Monte bankruptcy sales to unrelated buyers, and is expected to close in the first quarter of 2026. B&G Foods plans to fund the purchase and related fees and expenses with cash on hand, including divestiture proceeds, and additional revolving loans under its existing credit facility, and Del Monte or other buyers will provide transition services for up to 180 days after closing.
B&G Foods (BGS) reported that it issued a press release announcing its financial results for the quarter ended September 27, 2025. The company furnished the release as Exhibit 99.1. The disclosure was made on November 5, 2025.
The press release contains the detailed quarterly results and accompanying commentary; this report simply makes those materials publicly available.
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.