8-K

As filed with the Securitiesand 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

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 October 27, 2025, B&G Foods issued a press release announcing that we have entered into an agreement to sell the Green Giantand 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.

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.

Exhibit99.1

B&G FoodsAnnounces Agreement to Sell the Green Giant brand in Canada to Nortera Foods

— Continuesto Evaluate a Possible Divestiture of Green Giant U.S. Frozen Product Line —

PARSIPPANY, N.J., October 27, 2025 — B&G Foods, Inc. (NYSE: BGS) announced today that it has entered into an agreement to sell the Green Giant and Le Sieur frozen and shelf-stable vegetable product lines in Canada to Nortera Foods. B&G Foods expects the sale to close during the fourth quarter of 2025 or the first quarter of 2026, subject to regulatory approval in Canada and the satisfaction of customary closing conditions.

B&G Foods previously divested the Green Giant U.S. shelf-stable vegetable product line to Seneca Foods in November 2023 and the Le Sueur U.S. shelf-stable vegetable product line to McCall Farms in August 2025. B&G Foods continues to evaluate and pursue the possible divestiture of its Green Giant U.S. frozen vegetable product line.

“Our decision to sell the GreenGiant and Le Sieur brands in Canada is another milestone in our ongoing effort to divest brands and product lines that are non-core to B&G Foods’ long-term strategy, sharpen our focus and reduce long-term debt,” said Casey Keller, President and Chief Executive Officer of B&G Foods. “Green Giant is a well-recognized and trusted brand in Canada. We believe that Nortera Foods, the long-time, primary co-manufacturer for the brand in Canada, is well-positioned to drive continued success for Green Giant in Canada.”

B&G Foods intends 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 B&G Foods’ business, and to pay taxes, fees and expenses related to the sale.

The terms of the transaction were not disclosed. Barclays Capital Inc. and Deutsche Bank Securities Inc. acted as financial advisors to B&G Foods.

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 B&G, B&M, Bear Creek, Cream of Wheat, Crisco, Dash, Green Giant, Las Palmas, 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 release that are not statements of historicalor current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include,without limitation, statements related to B&G Foods’ planned sale of the Green Giant and Le Sieur frozen and shelf-stablevegetable product lines in Canada, the timing thereof, the expected use of the proceeds from the sale, and the possible divestiture ofB&G Foods’ Green Giant U.S. frozen vegetable product line. Such forward-looking statements involve known and unknownrisks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different fromthe historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements thatexplicitly 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 results include, without limitation: B&G Foods’ substantial leverage, which may impact B&GFoods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, andto obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debtagreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement,which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control,including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes,tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S.tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatenedto be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients,packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs;B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intensecompetition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&GFoods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop newproducts and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidatingat the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continueto operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients,packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or diseaseoutbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operationsor workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain seniormanagement and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other worklocations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace,flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitionsor reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses,including the possible divestiture of some or all of the remaining assets of B&G Foods’ Frozen & Vegetables business unit,to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inabilityto achieve the expected margin improvements, cost savings and debt reduction; 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, includingthe effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit marketsgenerally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigationor legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar;future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipmentor inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at ratesin excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomicfactors, or may be triggered by divestitures, including B&G Foods’ possible divestiture of some or all of the remainingassets of B&G Foods’ Frozen & Vegetables business unit, if divestiture proceeds are less than the book value of the assetsbeing divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident,other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiativesand achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ abilityto successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificialintelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded,liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumerscould lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spendinglevels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related toB&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-partysuppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packersto comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finishedgoods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generallyto other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and ExchangeCommission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and inits subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements,which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-lookingstatement, whether as a result of new information, future events or otherwise.