Welcome to our dedicated page for B & G Foods SEC filings (Ticker: BGS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
B&G Foods, Inc. filings document the reporting obligations of a Delaware packaged-food company with common stock listed on the New York Stock Exchange under BGS. Form 8-K reports cover operating results, Regulation FD disclosures, completed asset acquisitions, executive departures, separation arrangements and other material events tied to its branded food portfolio.
Proxy materials describe director elections, executive compensation votes, auditor ratification and annual-meeting procedures. The filing record also identifies capital-structure details such as common stock par value, exhibits, Inline XBRL cover-page data and material agreements related to portfolio transactions, including the College Inn and Kitchen Basics acquisition.
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 a first‑quarter 2026 net loss as it reshaped its brand portfolio. Net sales were $408.9 million versus $425.4 million a year earlier, while a pre‑tax loss of $36.2 million on the sale of the Green Giant U.S. frozen business drove a net loss of $32.5 million, or $0.41 per share, compared with prior net income of $0.8 million. Operating cash flow was $23.6 million, down from $52.7 million. During the quarter the company completed the $61.5 million Green Giant U.S. frozen divestiture and acquired the College Inn and Kitchen Basics broth and stock business for $109.7 million, adding new trademarks, customer relationships and goodwill. Long‑term debt stood at about $2.0 billion, with quarterly net interest expense of $35.8 million, and the company remained in compliance with its credit and bond covenants while preparing to sell its Green Giant Canada operations, classified as assets held for sale.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC reported beneficial ownership of 4,076,891.45 shares of B&G Foods common stock, representing 5.1% of the class as shown in the filing. The position is reported with shared voting power of 4,076,493.45 and shared dispositive power of 4,076,773.45 03/31/2026. The filing is a joint Schedule 13G with a Joint Filing Agreement and exhibits noting that Goldman Sachs & Co. LLC is a subsidiary of GS Group and that reported holdings reflect certain operating units.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC reported beneficial ownership of 4,076,891.45 shares of B&G Foods common stock, representing 5.1% of the class as shown in the filing. The position is reported with shared voting power of 4,076,493.45 and shared dispositive power of 4,076,773.45 03/31/2026. The filing is a joint Schedule 13G with a Joint Filing Agreement and exhibits noting that Goldman Sachs & Co. LLC is a subsidiary of GS Group and that reported holdings reflect certain operating units.
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 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 EVP & President of Specialty Ellen M. Schum received a compensation-related award of 10,886 shares of common stock on April 7, 2026. The award corrects an earlier error in shares granted under 2023–2025 performance share long-term incentive awards. To cover related tax obligations, 3,729 shares were withheld at $5.18 per share, leaving Schum with 172,708 directly held shares after the transactions, a net increase in ownership from this incentive adjustment rather than an open-market trade.
B&G Foods, Inc. is asking stockholders to vote at a virtual-only annual meeting on May 21, 2026, at 11:00 a.m. Eastern Time. Stockholders will elect ten directors, cast an advisory “say on pay” vote on executive compensation, and ratify KPMG LLP as independent registered public accounting firm for fiscal 2026.
Holders of 80,411,079 shares of common stock as of March 24, 2026, are entitled to one vote per share. The proxy statement details board structure, committee responsibilities, director independence and age limits, non-employee director pay, human capital metrics, and the company’s corporate social responsibility, diversity, and ethics programs.
B&G Foods, Inc. reported that VP and Chief Accounting Officer Michael Adasczik received a grant of 14,991 shares of restricted common stock under the company’s Omnibus Incentive Compensation Plan. These restricted shares vest in three equal installments on March 25, 2027, March 25, 2028 and March 25, 2029.
On the same date, 2,625 shares of common stock were withheld by B&G Foods at $5.11 per share to satisfy tax withholding obligations tied to the vesting of 7,664 previously granted restricted shares. Following these transactions, Adasczik directly holds 49,673 shares of common stock. The tax withholding is a non-market disposition rather than an open-market sale.
B&G Foods EVP of Human Resources & CHRO Eric H. Hart reported routine equity compensation activity. He received a grant of 39,117 shares of restricted common stock under the Omnibus Incentive Compensation Plan. These restricted shares vest in three equal installments on March 25, 2027, March 25, 2028, and March 25, 2029.
On the same date, 6,846 shares of common stock were withheld by B&G Foods at $5.11 per share to cover tax obligations when 19,988 previously granted restricted shares vested. After these transactions, Hart directly owns 166,228 shares of B&G Foods common stock.