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2025 Annual Report
Net Income (Loss) (Dollars in millions) (Dollars in millions) 24 24 $ 272.2 $ 295.4 $ (43.3) 25 25 21 22 23 24 25 $ (251.3) 23 $ 318.0 $ 301.0 23 $ (66.2) 22 (Dollars in millions) $ 358.0 22 $ (11.4) 21 21 Adjusted EBITDA* $ 67.4 $ 1,828.7 $ 1,932.5 $ 2,062.3 Net Sales $ 2,163.0 $ 2,056.3 Financial Highlights * Adjusted EBITDA is a non-GAAP (Generally Accepted Accounting Principles) financial measure. Please see the discussion within Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations in the following Annual Report for a more detailed discussion of adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures for fiscal 2025 and 2024, along with the components of adjusted EBITDA. For a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures for fiscal 2023, 2022 and 2021, along with the components of adjusted EBITDA, please see our 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024 and our 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023, each available at www.sec.gov.
TO OUR STOCKHOLDERS: Business Performance Fiscal 2025 reflected a challenging operating environment for B&G Foods and the broader packaged foods industry, driven by continued softness in center-store categories, evolving consumer purchasing patterns and the negative impact of tariffs. Despite these headwinds, we made meaningful progress toward our long-term goals of reshaping our portfolio and reducing leverage. Net sales for fiscal 2025 were $1.829 billion, a decrease of 5.4%. The year-over-year decline primarily reflects lower base business net sales* as well as the Don Pepino and Sclafani divestitures in the second quarter of fiscal 2025, the Le Sueur U.S. divestiture in the third quarter of fiscal 2025, partially offset by the impact of a 53rd week in fiscal 2025. Adjusted EBITDA* declined 7.9% to $272.2 million, driven by lower base business net sales, higher raw material costs, including tariffs, and the divestitures described above. These pressures were partially offset by lower net interest expense and continued cost discipline. Adjusted EBITDA as a percentage of net sales for fiscal 2025 was 14.9%. Our fourth quarter 2025 results demonstrated improving underlying trends. Base business net sales for the quarter were $539.6 million, increasing 0.8% from the fourth quarter of 2024. The increase in base business net sales was driven by net pricing, an increase in volume and the impact of product mix and the 53rd week. Fourth quarter adjusted EBITDA of $84.7 million, was slightly down versus 2024 driven by the impact of divestitures and tariff costs. The strongest net sales performance was in our Spices & Flavor Solutions business unit, with fourth quarter 2025 net sales up 4.2% versus the fourth quarter of last year. While the fourth quarter showed encouraging signs of stabilization, we continue to see uncertainty in the near term on center-store trends. Portfolio Shaping We remain committed to reshaping and restructuring our portfolio to sharpen focus, simplify our portfolio, improve margins and cash flow, and maximize future value creation. This is a very high priority for our company and critical to our future strategic direction and risk profile. The endgame is to create a more highly focused B&G Foods, with adjusted EBITDA as a percentage of net sales approaching 20%, increased cash flow generation, lower net leverage, a more efficient cost structure, and clear synergies within the portfolio. Building this stable platform can ultimately be the foundation for future, focused M&A growth. We recently reached a significant milestone in the reshaping and restructuring of the B&G Foods portfolio by completing the sale of the Green Giant U.S. frozen business to Seneca Foods Corporation in March 2026. This transaction represents the largest step in our portfolio transformation, that should result in stronger focus, simplification, greater synergies, and higher margins across the core shelf-stable business lines. The Green Giant frozen business has not been the right fit for the B&G Foods portfolio with seasonal production, a different temperature state, geographic complexity, and higher working capital intensity. Another milestone we achieved on the path to reshaping our portfolio during fiscal 2025 included entering into an agreement in the fourth quarter of 2025 to sell our Green Giant and Le Sieur frozen and shelf-stable product lines in Canada to Nortera Foods Inc., which, subject to regulatory approval in Canada and customary closing conditions, is expected to close during the second quarter of 2026. Also, during the third quarter of 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms and during the second quarter of 2025, we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Violet Foods LLC. We continue to review our remaining portfolio for possible divestitures of noncore assets. We also recently announced the closing of the acquisition of the College Inn and Kitchen Basics broth and stock businesses from Del Monte Foods. The broth and stock category is attractive, maintains good margins, and has grown low to mid-single digits over the past year. Like the spices & seasonings category, broths have been propelled by the growth in the fresh perimeter of the store as a critical component for the preparation and cooking of fresh meals and soups. The College Inn and Kitchen Basics brands have relevant well-known brand equities, strong distribution presence, and high-quality products. Base business net sales and adjusted EBITDA are non-GAAP (Generally Accepted Accounting Principles) financial measures. Please see the discussion within Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operation in the following Annual Report on Form 10-K for a more detailed discussion of base business net sales and adjusted EBITDA and reconciliations of base business net sales and adjusted EBITDA with the most directly comparable GAAP measures along with the components of base business net sales and adjusted EBITDA.
The net result of these divestitures and acquisition will deliver a more focused portfolio that is expected to generate positive adjusted EBITDA growth, stronger cash flows, lower working capital intensity, reduced leverage, and higher gross and adjusted EBITDA margins. Debt Reduction We are committed to reducing leverage and balance sheet risk and in fiscal 2025 we took decisive steps to advance this priority. In addition to the divestitures noted above, we also amended our credit agreement to enhance covenant flexibility and repaid and repurchased a portion of our long-term debt to improve our consolidated leverage ratio. Through these steps, combined with disciplined capital allocation and improved cash generation, we reduced our net debt to $1.912 billion at the end of the fourth quarter of 2025, compared to $1.994 billion at the end of the fourth quarter of 2024 and $2.023 billion at the end of the fourth quarter of 2023. Investment Highlights In our twenty-one years as a publicly held company, we have proven our commitment to creating stockholder value by consistently returning a meaningful portion of our excess cash to stockholders in the form of a cash dividend. We have paid a dividend every quarter since our initial public offering. We have been able to maintain our dividend policy year after year by growing net sales and adjusted EBITDA over the past twenty-one years at compound annual growth rates of 7.9% and 6.7%, respectively. During 2025, we returned $60.6 million of cash to our stockholders in the form of dividends. Corporate Social Responsibility We continue to advance our corporate social responsibility efforts and sustainability goals. Disclosures regarding the steps we have been taking over the years to enhance our corporate social responsibility efforts and to minimize our impact on the environment, including our sustainability goals and the progress we have been making to achieve those goals are available at https://www.bgfoods.com/about/responsibility. A highlight within our corporate social responsibility program is our philanthropic partnership with America s Growa-Row (AGAR). As a leading manufacturer of high-quality, well known food brands, we believe we can make a difference in the community by supporting causes and organizations that promote food security and education to ensure those in need have access to safe and nutritious food. AGAR is a not-for-profit organization that grows and gleans fresh, healthy fruits and vegetables that are donated to those suffering from hunger or living in areas that lack reliable access to fresh, affordable produce. Beginning in 2023 we have made annual donations of $250,000 to AGAR, which results in the planting, growing, harvesting and distribution of 1.25 million servings per year of fresh produce to communities in need across the United States. In addition, during the harvest season in New Jersey, we hold volunteer days at AGAR in which our employees help harvest fresh produce that is donated to those in need. Fiscal 2026 Looking ahead, fiscal 2026 is poised to be a transformational year for B&G Foods with a more focused, higher margin and stable portfolio. We expect continued improvement in base business trends toward our long-term objective of 1% base business growth per annum supplemented by acquisition growth. We will also become a less complex, more efficient and leaner company as we simplify our portfolio and right-size operations to focus resources on our core categories: spices and seasonings, meals, and baking staples. B&G Foods is making strong progress against our long-term goals: Improving Base Business Net Sales Portfolio Shaping Reducing Leverage In Closing Overall, the B&G Foods team responded well to the challenges facing our company and the packaged foods industry in 2025 and we remain focused on our critical priorities. As we execute our transformation, we remain guided by our core values: passion for what we do, our commitment to food safety & quality; diversity & inclusion; integrity & accountability; our customer & consumer focus; our commitment to the safety & health of our employees; and our belief in collaboration & empowerment. With a more focused portfolio, stronger balance sheet and improving base business trends, we are confident in the path ahead and committed to driving our business forward in 2026. Sincerely, Kenneth C. Casey Keller President and Chief Executive Officer March 24, 2026 The information contained on our website, including the information in our corporate social responsibility reports, is not part of, and is not incorporated in, this or any other document or report we file with or furnish to the SEC.
 • shareholder letter icon 4/3/2026 Letter Continued (Full PDF)
 • stockholder letter icon 3/30/2023 BGS Stockholder Letter
 • stockholder letter icon 4/4/2024 BGS Stockholder Letter
 • stockholder letter icon 3/26/2025 BGS Stockholder Letter
 • stockholder letter icon More "Food & Beverage" Category Stockholder Letters
 • Benford's Law Stocks icon BGS Benford's Law Stock Score = 67


BGS Shareholder/Stockholder Letter Transcript:


2025 Annual Report

Net Income (Loss)
(Dollars in millions)
(Dollars in millions)
24
24
$ 272.2
$ 295.4
$ (43.3)
25
25
21
22
23
24
25
$ (251.3)
23
$ 318.0
$ 301.0
23
$ (66.2)
22
(Dollars in millions)
$ 358.0
22
$ (11.4)
21
21
Adjusted EBITDA*
$ 67.4
$ 1,828.7
$ 1,932.5
$ 2,062.3
Net Sales
$ 2,163.0
$ 2,056.3
Financial Highlights
* Adjusted EBITDA is a    non-GAAP (Generally Accepted Accounting Principles) financial measure.    Please see the discussion within Item 7,    Management   s Discussion and Analysis of Financial Condition
and Results of Operations    in the following Annual Report for a more detailed discussion of adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures
for fiscal 2025 and 2024, along with the components of adjusted EBITDA. For a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures for fiscal 2023, 2022 and 2021, along
with the components of adjusted EBITDA, please see our 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024 and our 2022 Annual Report on Form 10-K filed with the SEC on
February 28, 2023, each available at www.sec.gov.


TO OUR STOCKHOLDERS:
Business Performance
Fiscal 2025 reflected a challenging operating environment for B&G Foods and the broader packaged foods
industry, driven by continued softness in center-store categories, evolving consumer purchasing patterns and the
negative impact of tariffs. Despite these headwinds, we made meaningful progress toward our long-term goals of
reshaping our portfolio and reducing leverage.
Net sales for fiscal 2025 were $1.829 billion, a decrease of 5.4%. The year-over-year decline primarily reflects lower
base business net sales* as well as the Don Pepino and Sclafani divestitures in the second quarter of fiscal 2025, the
Le Sueur U.S. divestiture in the third quarter of fiscal 2025, partially offset by the impact of a 53rd week in fiscal 2025.
Adjusted EBITDA* declined 7.9% to $272.2 million, driven by lower base business net sales, higher raw material costs,
including tariffs, and the divestitures described above. These pressures were partially offset by lower net interest
expense and continued cost discipline. Adjusted EBITDA as a percentage of net sales for fiscal 2025 was 14.9%.
Our fourth quarter 2025 results demonstrated improving underlying trends. Base business net sales for the quarter
were $539.6 million, increasing 0.8% from the fourth quarter of 2024. The increase in base business net sales was driven
by net pricing, an increase in volume and the impact of product mix and the 53rd week. Fourth quarter adjusted
EBITDA of $84.7 million, was slightly down versus 2024 driven by the impact of divestitures and tariff costs. The
strongest net sales performance was in our Spices & Flavor Solutions business unit, with fourth quarter 2025 net sales
up 4.2% versus the fourth quarter of last year.
While the fourth quarter showed encouraging signs of stabilization, we continue to see uncertainty in the near
term on center-store trends.
Portfolio Shaping
We remain committed to reshaping and restructuring our portfolio to sharpen focus, simplify our portfolio,
improve margins and cash flow, and maximize future value creation. This is a very high priority for our company and
critical to our future strategic direction and risk profile. The endgame is to create a more highly focused B&G Foods, with
adjusted EBITDA as a percentage of net sales approaching 20%, increased cash flow generation, lower net leverage, a
more efficient cost structure, and clear synergies within the portfolio. Building this stable platform can ultimately be the
foundation for future, focused M&A growth.
We recently reached a significant milestone in the reshaping and restructuring of the B&G Foods portfolio by
completing the sale of the Green Giant U.S. frozen business to Seneca Foods Corporation in March 2026. This transaction
represents the largest step in our portfolio transformation, that should result in stronger focus, simplification, greater
synergies, and higher margins across the core shelf-stable business lines. The Green Giant frozen business has not been the
right fit for the B&G Foods portfolio with seasonal production, a different temperature state, geographic complexity,
and higher working capital intensity.
Another milestone we achieved on the path to reshaping our portfolio during fiscal 2025 included entering into an
agreement in the fourth quarter of 2025 to sell our Green Giant and Le Sieur frozen and shelf-stable product lines in
Canada to Nortera Foods Inc., which, subject to regulatory approval in Canada and customary closing conditions, is
expected to close during the second quarter of 2026. Also, during the third quarter of 2025, we completed the sale of the
Le Sueur U.S. shelf-stable vegetable brand to McCall Farms and during the second quarter of 2025, we completed the
sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole
peeled tomatoes to Violet Foods LLC. We continue to review our remaining portfolio for possible divestitures of noncore assets.
We also recently announced the closing of the acquisition of the College Inn and Kitchen Basics broth and stock
businesses from Del Monte Foods. The broth and stock category is attractive, maintains good margins, and has grown
low to mid-single digits over the past year. Like the spices & seasonings category, broths have been propelled by the growth
in the fresh perimeter of the store as a critical component for the preparation and cooking of fresh meals and soups.
The College Inn and Kitchen Basics brands have relevant well-known brand equities, strong distribution presence, and
high-quality products.

Base business net sales and adjusted EBITDA are    non-GAAP (Generally Accepted Accounting Principles) financial measures.   
Please see the discussion within Item 7,    Management   s Discussion and Analysis of Financial Condition and Results of
Operation    in the following Annual Report on Form 10-K for a more detailed discussion of base business net sales and adjusted
EBITDA and reconciliations of base business net sales and adjusted EBITDA with the most directly comparable GAAP measures
along with the components of base business net sales and adjusted EBITDA.

The net result of these divestitures and acquisition will deliver a more focused portfolio that is expected to
generate positive adjusted EBITDA growth, stronger cash flows, lower working capital intensity, reduced leverage, and
higher gross and adjusted EBITDA margins.
Debt Reduction
We are committed to reducing leverage and balance sheet risk and in fiscal 2025 we took decisive steps to advance
this priority. In addition to the divestitures noted above, we also amended our credit agreement to enhance covenant
flexibility and repaid and repurchased a portion of our long-term debt to improve our consolidated leverage ratio.
Through these steps, combined with disciplined capital allocation and improved cash generation, we reduced our net debt
to $1.912 billion at the end of the fourth quarter of 2025, compared to $1.994 billion at the end of the fourth quarter
of 2024 and $2.023 billion at the end of the fourth quarter of 2023.
Investment Highlights
In our twenty-one years as a publicly held company, we have proven our commitment to creating stockholder
value by consistently returning a meaningful portion of our excess cash to stockholders in the form of a cash dividend.
We have paid a dividend every quarter since our initial public offering. We have been able to maintain our dividend policy
year after year by growing net sales and adjusted EBITDA over the past twenty-one years at compound annual growth
rates of 7.9% and 6.7%, respectively. During 2025, we returned $60.6 million of cash to our stockholders in the form of
dividends.
Corporate Social Responsibility
We continue to advance our corporate social responsibility efforts and sustainability goals. Disclosures regarding
the steps we have been taking over the years to enhance our corporate social responsibility efforts and to minimize our
impact on the environment, including our sustainability goals and the progress we have been making to achieve those goals
are available at https://www.bgfoods.com/about/responsibility.   
A highlight within our corporate social responsibility program is our philanthropic partnership with America   s Growa-Row (AGAR). As a leading manufacturer of high-quality, well known food brands, we believe we can make a difference
in the community by supporting causes and organizations that promote food security and education to ensure those in
need have access to safe and nutritious food. AGAR is a not-for-profit organization that grows and gleans fresh, healthy
fruits and vegetables that are donated to those suffering from hunger or living in areas that lack reliable access to fresh,
affordable produce. Beginning in 2023 we have made annual donations of $250,000 to AGAR, which results in the planting,
growing, harvesting and distribution of 1.25 million servings per year of fresh produce to communities in need across
the United States. In addition, during the harvest season in New Jersey, we hold volunteer days at AGAR in which our
employees help harvest fresh produce that is donated to those in need.
Fiscal 2026
Looking ahead, fiscal 2026 is poised to be a transformational year for B&G Foods with a more focused, higher
margin and stable portfolio. We expect continued improvement in base business trends toward our long-term objective
of 1% base business growth per annum supplemented by acquisition growth. We will also become a less complex, more
efficient and leaner company as we simplify our portfolio and right-size operations to focus resources on our core
categories: spices and seasonings, meals, and baking staples. B&G Foods is making strong progress against our long-term
goals:
    Improving Base Business Net Sales
    Portfolio Shaping
    Reducing Leverage
In Closing
Overall, the B&G Foods team responded well to the challenges facing our company and the packaged foods
industry in 2025 and we remain focused on our critical priorities. As we execute our transformation, we remain guided
by our core values: passion for what we do, our commitment to food safety & quality; diversity & inclusion; integrity &
accountability; our customer & consumer focus; our commitment to the safety & health of our employees; and our
belief in collaboration & empowerment.
With a more focused portfolio, stronger balance sheet and improving base business trends, we are confident in the
path ahead and committed to driving our business forward in 2026.
Sincerely,
Kenneth C.    Casey    Keller
President and Chief Executive Officer
March 24, 2026

The information contained on our website, including the information in our corporate social responsibility reports, is not part of,
and is not incorporated in, this or any other document or report we file with or furnish to the SEC.


shareholder letter icon 4/3/2026 Letter Continued (Full PDF)
 

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