8-K

As filed with theSecurities and Exchange Commission on February 19, 2020

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):  February 19,2020

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:

¨ 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 February 19, 2020, B&G Foods issued a press release announcing that we have acquired Farmwise LLC. 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.

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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 Foods Acquires Farmwise^®^

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— Expects to Introduce New GreenGiant^®^ Frozen Items Based On Products Developed by Farmwise —

Parsippany, N.J., February 19, 2020—B&G Foods, Inc. (NYSE: BGS) announced that effective today it has acquired Farmwise LLC, proud creator of Veggie Fries^®^, Veggie Tots^®^ and Veggie Rings^®^.

“We are excited to increase our great tasting, plant-based product offerings with the acquisition of Farmwise,” stated Jordan Greenberg, Executive Vice President and Chief Commercial Officer of B&G Foods. “Dave and Cristina Peters, the founders of Farmwise, have done a tremendous job developing delicious, plant-based products, including Veggie Fries^®^, Veggie Tots^®^ and Veggie Rings^®^, that both parents and children love. We look forward to further supporting the Farmwise brand in the natural channel while also introducing items that Farmwise has developed into new, innovative product offerings for our Green Giant brand.”

B&G Foods funded the acquisition with cash on hand. Terms of the transaction were not disclosed.

About Farmwise LLC

Based in Wellesley, Massachusetts, Farmwise LLC was founded by parents Dave and Cristina Peters with a mission of developing healthier alternatives to some of America’s favorite foods without compromising on taste. Farmwise^®^ Veggie Fries^®^, Veggie Tots^®^ and Veggie Rings^®^ are vegan, Non-GMO Project Verified and free of the top 8 allergens including gluten, wheat, soy, dairy, tree nuts and peanuts. Farmwise products are found in supermarkets across the United States. For more information, please visit www.farmwisefoods.com.

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, Cream of Wheat, Green Giant, Las Palmas, Le Sueur, Mama Mary’s, Maple Grove Farms, Mrs. Dash, New York Style, Ortega, Polaner, SnackWell’s, 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 notstatements of historical or current fact constitute “forward-looking statements.” The forward-looking statementscontained in this press release include, without limitation, statements related to the expected impact of the acquisition,including statements as to supporting the Farmwise brand and introducing new, innovative Green Giant products. Suchforward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause theactual 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 anduncertainties readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates” or “plans” to beuncertain and forward-looking. Factors that may affect actual results include, without limitation, whether and when theCompany will be able to realize the expected financial results and accretive effect of the transaction, and how customers,competitors, suppliers and employees will react to the acquisition. The forward-looking statements contained herein are alsosubject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filingswith the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in the Company’sAnnual Report on Form 10-K for fiscal 2018 filed on February 26, 2019 and in its subsequent reports on Forms 10-Q and8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of thedate 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.

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