8-K

As filed withthe Securities and Exchange Commission on December 15, 2022

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):  December 15, 2022

Registrant’s telephone number, including

area code:  (973) 401-6500

Securities registered pursuant to Section 12(b) of the Act:

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:

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 December 15, 2022, B&G Foods issued a press release announcing that we have entered into an agreement to sell the Back to Nature brand to BA Brussels, LLC, a subsidiary of Barilla America, Inc. Subject to the satisfaction of customary closing conditions, B&G Foods expects the sale to close during the first quarter of 2023.

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.

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.

Exhibit 99.1

B&G Foodsto Sell Back to Nature to Barilla America

PARSIPPANY, N.J., December 15, 2022 — B&G Foods, Inc. (NYSE: BGS) announced today that it has entered into an agreement to sell the Back to Nature brand to Barilla America.

“Our decision to sell Backto Nature is part of a broader effort at B&G Foods to focus our portfolio on businesses that are core to our long-term strategy as we transition to a business unit structure,” said Casey Keller, President and Chief Executive Officer of B&G Foods. “The divestiture will also allow us to reduce long-term debt, while providing Barilla America with a great brand.”

B&G Foods expects the sale to close in the first quarter of 2023, subject to the satisfaction of customary closing conditions. B&G Foods intends to use the net proceeds from the sale for the repayment of long-term debt.

The terms of the transaction were not disclosed.

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 Back to Nature, B&G, B&M, Bear Creek, Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, Le Sueur, 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 releasethat are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statementscontained in this press release include, without limitation, statements related to the planned sale of Back to Nature*, includingthe satisfaction of closing conditions and the timing thereof; B&G Foods’ use of net proceeds to reduce long-term debt; andthe expected impact of the sale. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factorsthat could cause the actual results of B&G Foods to be materially different from the historical results or from any future resultsexpressed 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 resultsinclude, without limitation: the continuing impact of the COVID-19 pandemic on B&G Foods’ business, including, without limitation,the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centersand other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despitedisruptions in the supply chain or labor shortages, the duration of social distancing and stay-at-home and work-from-home policies andrecommendations, and whether, and the extent to which, additional waves or variants of COVID-19 will affect the United States and therest of North America, and the extent to which macroeconomic conditions resulting from the pandemic and the pace of the subsequent recoverymay impact consumer eating and shopping habits; B&G Foods’ substantial leverage; the effects of rising costs for and/ordecreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crudeoil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implementsales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demandfor B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promotebrand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfoliosin order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levelsand to improve productivity; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverseworkforce at B&G Foods’ corporate offices, manufacturing facilities and other locations despite a very tight labor marketand changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; therisks associated with the expansion of B&G Foods’ business; B&G Foods’ possible inability to identify newacquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements,cost savings or other synergies from recent or future acquisitions; B&G Foods’ ability to successfully complete the integrationof recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation,including the effects of the Infrastructure Investment and Jobs Act, U.S. Tax Cuts and Jobs Act and the U.S. CARES Act, and future taxreform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs andcredit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors;unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements ofthe Canadian dollar and the Mexican peso as compared to the U.S. dollar; the effects of international trade disputes, tariffs, quotas,and other import or export restrictions on B&G Foods’ international procurement, sales and operations; future impairmentsof B&G Foods’ goodwill and intangible assets; B&G Foods’ ability to protect information systems against,or effectively respond to, a cybersecurity incident or other disruption; B&G Foods’ ability to successfully implementB&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmentallaws and regulations; B&G Foods’ ability to successfully transition the operations of the Portland, Maine manufacturingfacility to third-party co-manufacturing facilities and existing Company manufacturing facilities without significant disruption in productionor customer service, and B&G Foods’ ability to achieve anticipated productivity improvements and cost savings; and otherfactors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if productconsumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidencein the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuationsin the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’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 B&G Foods’ third-party suppliers or co-packers to comply with foodsafety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods productsor injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risksand uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, includingunder Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reportson Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only asof the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whetheras a result of new information, future events or otherwise.*