BGS / B&G Foods, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

As filed with the Securities and Exchange Commission on August 4, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 4, 2025 Registration No.

Filing Fee Table

Calculation of Filing Fee Tables S-3 B&G Foods, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on August 4, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for Second Quarter 2025

Exhibit 99.1 B&G Foods Reports Financial Results for Second Quarter 2025 Parsippany, N.J., August 4, 2025—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2025. Summary Second Quarter of 2025 First Two Quarters of 2025 (In millions, except per share data) Change vs. Change vs. Amount Q2 2024 Amount First 2Q 2024 Net Sales $ 424.4 (4.5)

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): August 4, 2025 B&G Foods, Inc. (Exa

As filed with the Securities and Exchange Commission on August 4, 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): August 4, 2025 B&G Foods, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on July 1, 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): July 1, 2025 B&G Foods, Inc.

B&G Foods Announces Credit Agreement Amendment — Provides Update Regarding Repurchases of 5.25% Senior Notes due 2027 —

Exhibit 99.1 B&G Foods Announces Credit Agreement Amendment — Provides Update Regarding Repurchases of 5.25% Senior Notes due 2027 — PARSIPPANY, N.J., July 1, 2025 — B&G Foods, Inc. (NYSE: BGS) announced today that it has completed an amendment to its senior secured credit facility. The amendment temporarily increases the maximum consolidated leverage ratio permitted under its revolving credit fac

Ninth Amendment to Credit Agreement dated as of July 1, 2025, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties

Exhibit 10.1 Execution Version NINTH AMENDMENT TO CREDIT AGREEMENT This NINTH AMENDMENT to the Credit Agreement referred to below, dated as of July 1, 2025 (this “Ninth Amendment”) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “Borrower”), and each of B&G FOODS NORTH AMERICA, INC., a Delaware corporation (“B&GNA”), B&G FOODS SNACKS, INC., a Delaware corporation (“B&GS”), B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As filed with the Securities and Exchange Commission on June 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): June 25, 2025 B&G Foods, Inc.

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): May 15, 2025

As filed with the Securities and Exchange Commission on May 20, 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): May 15, 2025 B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

As filed with the Securities and Exchange Commission on May 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for First Quarter 2025

Exhibit 99.1 B&G Foods Reports Financial Results for First Quarter 2025 Parsippany, N.J., May 7, 2025—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the first quarter of 2025. Summary First Quarter of 2025 (In millions, except per share data) Change vs. Amount Q1 2024 Net Sales $ 425.4 (10.5) % Base Business Net Sales (1) $ 425.4 (10.5) % Diluted EPS $ 0.01 NM % Adj. Diluted EPS

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on May 7, 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): May 7, 2025 B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

[CONFIDENTIAL DRAFT 2025.05.06] As filed with the Securities and Exchange Commission on May 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 29, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securitie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

As filed with the Securities and Exchange Commission on April 4, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 26, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on February 25, 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): February 25, 2025 B&G Foods, Inc.

B&G Foods, Inc. Statement of Policy Concerning Trading in the Company’s Securities, as amended and restated on February 24, 2025.

Exhibit 19.1 STATEMENT OF POLICY CONCERNING TRADING IN THE COMPANY’S SECURITIES As amended and restated on February 24, 2025. TABLE OF CONTENTS Page I. THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES 1 A. General Rule. 1 B. Purpose of this Policy. 2 C. Persons Subject to this Policy. 2 D. Other Companies’ Securities. 3 E. Company Transactions. 3 F. Guidelines. 3 G. Insider T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents As filed with the Securities and Exchange Commission on February 25, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2024

Exhibit 99.1 B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2024 Parsippany, N.J., February 25, 2025—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the fourth quarter and full year 2024. Financial results for the fourth quarter and full year 2024 reflect the impact of the Green Giant U.S. shelf-stable divestiture during the fourth quarter of 2023. Summary F

B&G Foods Reports Financial Results for Third Quarter 2024

Exhibit 99.1 B&G Foods Reports Financial Results for Third Quarter 2024 Parsippany, N.J., November 5, 2024—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the third quarter and first three quarters of 2024. Financial results for the third quarter and first three quarters of 2024 reflect the impact of the Green Giant U.S. shelf-stable divestiture during the fourth quarter of 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on November 5, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on November 5, 2024 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): November 5, 2024 B&G Foods, Inc.

Guarantor Subsidiaries (Filed as Exhibit 22.1 to B&G Foods’ Quarterly Report on Form 10-Q filed on November 5, 2024, and incorporated by reference herein.)

Exhibit 22.1 Guarantor Subsidiaries The following subsidiaries of B&G Foods, Inc are guarantors of B&G Foods’ 5.25% senior notes due 2027 and 8.00% senior secured notes due 2028: B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country Kitchens, LLC, a Delaware limited liability company Clabber Girl Corporation, an Indiana corporation

B&G Foods Issues Notice of Full Redemption of Remaining 5.25% Senior Notes due 2025

Exhibit 99.1 B&G Foods Issues Notice of Full Redemption of Remaining 5.25% Senior Notes due 2025 Parsippany, N.J., September 9, 2024—B&G Foods, Inc. (NYSE: BGS), announced today that it has issued a notice of redemption for all $265,392,000 remaining aggregate principal amount of its outstanding 5.25% senior notes due 2025 at a cash redemption price of 100.0% of the principal amount of the notes b

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): September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 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): September 9, 2024 B&G Foods, Inc.

B&G Foods Reports Financial Results for Second Quarter 2024

Exhibit 99.1 B&G Foods Reports Financial Results for Second Quarter 2024 Parsippany, N.J., August 6, 2024—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2024. Financial results for the second quarter and first two quarters of 2024 reflect the impact of the Green Giant U.S. shelf-stable divestiture during the fourth quarter of 2023. Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on August 6, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): August 6, 2024 B&G Foods, Inc. (Exa

As filed with the Securities and Exchange Commission on August 6, 2024 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): August 6, 2024 B&G Foods, Inc.

Eighth Amendment to Credit Agreement dated as of July 12, 2024, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties

Exhibit 10.1 Execution Version EIGHTH AMENDMENT TO CREDIT AGREEMENT This EIGHTH AMENDMENT to the Credit Agreement referred to below, dated as of July 12, 2024 (this “Eighth Amendment”) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “Borrower”), and each of B&G FOODS NORTH AMERICA, INC., a Delaware corporation (“B&GNA”), B&G FOODS SNACKS, INC., a Delaware corporation (“B&GS”

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As filed with the Securities and Exchange Commission on July 15, 2024 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): July 12, 2024 B&G Foods, Inc.

B&G Foods Announces Closing of Tack-on Offering of Senior Secured Notes and Credit Agreement Refinancing

Exhibit 99.1 B&G Foods Announces Closing of Tack-on Offering of Senior Secured Notes and Credit Agreement Refinancing PARSIPPANY, N.J., July 12, 2024 — B&G Foods, Inc. (NYSE: BGS) announced today that it has completed its previously announced tack-on offering of 8.000% senior secured notes due 2028 and credit agreement refinancing. Closing of Tack-on Offering of Senior Secured Notes On July 12, 20

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on June 28, 2024 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): June 27, 2024 B&G Foods, Inc.

Purchase Agreement, dated as of June 27, 2024, among B&G Foods, Inc., the subsidiary guarantors named therein and Barclays Capital Inc. as Representative of the several Initial Purchasers named in Schedule I thereto

Exhibit 10.1 Execution Version $250,000,000 B&G Foods, Inc. 8.000% Senior Secured Notes due 2028 PURCHASE AGREEMENT June 27, 2024 Barclays Capital Inc. As Representative of the several Initial Purchasers named in Schedule I attached hereto 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: B&G Foods, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditio

B&G Foods Announces Pricing and Upsizing of Tack-on Offering of Senior Secured Notes — Provides Update Regarding Proposed Credit Agreement Refinancing —

Exhibit 99.1 B&G Foods Announces Pricing and Upsizing of Tack-on Offering of Senior Secured Notes — Provides Update Regarding Proposed Credit Agreement Refinancing — PARSIPPANY, N.J., June 27, 2024 — B&G Foods, Inc. (NYSE: BGS) announced today the pricing of an offering of an additional $250.0 million aggregate principal amount of 8.000% senior secured notes due 2028 in a transaction exempt from r

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): June 26, 2024

As filed with the Securities and Exchange Commission on June 26, 2024 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): June 26, 2024 B&G Foods, Inc.

Confidential Disclaimer 2 This presentation, the information contained herein and the materials accompanying it (this “presentation”) has been prepared solely for informational purposes supplied by or on behalf of, and constitutes confidential inform

Exhibit 99.2 Confidential Investor Presentation June 2024 Confidential Disclaimer 2 This presentation, the information contained herein and the materials accompanying it (this “presentation”) has been prepared solely for informational purposes supplied by or on behalf of, and constitutes confidential information of, B&G Foods, Inc. and its direct and indirect subsidiaries (“B&G Foods”, the “Compan

B&G Foods Announces Proposed Tack-on Offering of $100.0 Million of 8.000% Senior Secured Notes due 2028

Exhibit 99.1 B&G Foods Announces Proposed Tack-on Offering of $100.0 Million of 8.000% Senior Secured Notes due 2028 PARSIPPANY, N.J., June 26, 2024 — B&G Foods, Inc. (NYSE: BGS) announced today its intention to offer, subject to market and other conditions, an additional $100.0 million aggregate principal amount of 8.000% senior secured notes due 2028 in a transaction exempt from registration und

Regulation FD Disclosure, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on June 18, 2024 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): June 18, 2024 B&G Foods, Inc.

B&G Foods Announced Proposed Credit Agreement Refinancing

Exhibit 99.1 B&G Foods Announced Proposed Credit Agreement Refinancing PARSIPPANY, N.J., June 18, 2024 — B&G Foods, Inc. (NYSE: BGS) announced today that it intends to amend, extend the maturity date and upsize its existing tranche B term facility under its senior secured credit facility. B&G Foods plans to use the proceeds of the tranche B term loans to refinance the existing tranche B term loans

Confidential Disclaimer 2 Special Notice regarding Material Non-Public Information THE COMPANY HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS LENDER PRESENTATION IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMAT

Exhibit 99.2 Confidential Lender Presentation June 2024 Confidential Disclaimer 2 Special Notice regarding Material Non-Public Information THE COMPANY HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS LENDER PRESENTATION IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES FOR PURPOSES

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): May 23, 2024

As filed with the Securities and Exchange Commission on May 24, 2024 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): May 23, 2024 B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on May 8, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for First Quarter 2024

Exhibit 99.1 B&G Foods Reports Financial Results for First Quarter 2024 Parsippany, N.J., May 8, 2024—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the first quarter of 2024. Financial results for the first quarter of 2024 reflect the impact of the Green Giant U.S. shelf-stable divestiture during the fourth quarter of 2023. Summary First Quarter of 2024 (In millions, except per

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on May 8, 2024 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): May 8, 2024 B&G Foods, Inc.

ANNUAL MEETING PROXY STATEMENT

FourGatehallDrive Parsippany,NJ07054 NOTICEOFANNUALMEETINGOFSTOCKHOLDERS TOBEHELDMAY23,2024 TotheStockholdersof B&GFoods,Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 4, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

As filed with the Securities and Exchange Commission on April 4, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods, Inc. Clawback Policy, dated November 13, 2023

Exhibit 97.1 Clawback Policy 1.Purpose The Board of Directors (the “Board”) of B&G Foods, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain Erroneously Awarded Compensation (as defined below) in the event of an Accounting Restatement (as defined below). This Po

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents As filed with the Securities and Exchange Commission on February 28, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2023 — Net Cash Provided by Operating Activities Increased by $241.8 Million for Full Year 2023 — — Principal Amount of Long-Term Debt Decreased by $340.1 Million During Full Year 2

Exhibit 99.1 B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2023 — Net Cash Provided by Operating Activities Increased by $241.8 Million for Full Year 2023 — — Principal Amount of Long-Term Debt Decreased by $340.1 Million During Full Year 2023 — Parsippany, N.J., February 27, 2024—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the fourth quarter and full y

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on February 27, 2024 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 27, 2024 B&G Foods, Inc.

BGS / B&G Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0393-bgfoodsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: B&G Foods Inc Title of Class of Securities: Common Stock CUSIP Number: 05508R106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on November 9, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Guarantor Subsidiaries (Filed as Exhibit 22.1 to B&G Foods’ Quarterly Report on Form 10-Q filed on November 9, 2023, and incorporated by reference herein)

Exhibit 22.1 Guarantor Subsidiaries The following subsidiaries of B&G Foods, Inc are guarantors of B&G Foods’ 5.25% senior notes due 2025, 5.25% senior notes due 2027 and 8.00% senior secured notes due 2028: B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country Kitchens, LLC, a Delaware limited liability company Clabber Girl Corpora

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on November 8, 2023 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): November 8, 2023 B&G Foods, Inc.

B&G Foods Reports Financial Results for Third Quarter 2023

Exhibit 99.1 B&G Foods Reports Financial Results for Third Quarter 2023 Parsippany, N.J., November 8, 2023—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the third quarter and first three quarters of 2023. Summary Third Quarter of 2023 First Three Quarters of 2023 (In millions, except per share data) Change vs. Change vs. Amount Q3 2022 Amount First 3Q 2022 Net Sales $ 502.7 (4.

Collateral Agreement, dated as of September 26, 2023, among B&G Foods, Inc. and certain subsidiaries of B&G Foods, Inc. from time to time party thereto, as grantors in favor of The Bank of New York Mellon Trust Company, N.A., as notes collateral agent (Filed as Exhibit 10.2 to B&G Foods’ Current Report on Form 8-K filed on September 26, 2023, and incorporated by reference herein)

Exhibit 10.2 Execution Version COLLATERAL AGREEMENT by and among B&G FOODS, INC. and Certain Subsidiaries of B&G FOODS, INC., as Grantors in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Notes Collateral Agent Dated as of September 26, 2023 Table of Contents Page SECTION 1. DEFINED TERMS 1 1.1. Definitions 1 1.2. Other Definitional Provisions 8 SECTION 2. GRANT OF SECURITY INTEREST

Seventh Amendment to Credit Agreement dated as of September 22, 2023, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties

Exhibit 10.1 Execution Version SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT to the Credit Agreement referred to below, dated as of September 22, 2023 (this “Seventh Amendment”) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “Borrower”), and each of B&G FOODS NORTH AMERICA, INC., a Delaware corporation (“B&GNA”), B&G FOODS SNACKS, INC., a Delaware corporation

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As filed with the Securities and Exchange Commission on September 26, 2023 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): September 22, 2023 B&G Foods, Inc.

Indenture, dated as of September 26, 2023, among B&G Foods, Inc., the Guarantors (as defined therein), and The Bank of New York Mellon Trust Company, N.A. as trustee and notes collateral agent, relating to the 8.00% senior secured notes due 2028 (Filed as Exhibit 4.1 to B&G Foods’ Current Report on Form 8-K filed on September 26, 2023, and incorporated by reference herein)

  Exhibit 4.1   Execution Version         B&G FOODS, INC.   and each of the Guarantors PARTY HERETO   8.000% SENIOR SECURED NOTES DUE 2028       INDENTURE   Dated as of September 26, 2023       The Bank of New York Mellon Trust Company, N.A.   Trustee and Notes Collateral Agent               TABLE OF CONTENTS     Page   ARTICLE 1 DEFINITIONS   Section 1.01      Definitions 1 Section 1.02      Othe

B&G Foods Closes $550.0 Million Private Offering of Senior Secured Notes

Exhibit 99.1 B&G Foods Closes $550.0 Million Private Offering of Senior Secured Notes PARSIPPANY, N.J., September 26, 2023 — B&G Foods, Inc. (NYSE: BGS) announced today that it has completed its previously announced offering of $550.0 million aggregate principal amount of 8.000% senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended. Th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on September 14, 2023 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): September 12, 2023 B&G Foods, Inc.

Purchase Agreement, dated as of September 12, 2023, among B&G Foods, Inc., the subsidiary guarantors named therein and Barclays Capital Inc. as Representative of the several Initial Purchasers named in Schedule I thereto

Exhibit 10.1 Execution Version $550,000,000 B&G Foods, Inc. 8.000 % Senior Secured Notes due 2028 PURCHASE AGREEMENT September 12, 2023 Barclays Capital Inc. As Representative of the several Initial Purchasers named in Schedule I attached hereto 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: B&G Foods, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and co

B&G Foods Announces Pricing and Upsizing of Offering of Senior Secured Notes

Exhibit 99.1 B&G Foods Announces Pricing and Upsizing of Offering of Senior Secured Notes PARSIPPANY, N.J., September 12, 2023 — B&G Foods, Inc. (NYSE: BGS) announced today the pricing of an offering of $550.0 million aggregate principal amount of 8.00% senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior secured notes are

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): September 12, 2023

As filed with the Securities and Exchange Commission on September 12, 2023 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): September 12, 2023 B&G Foods, Inc.

Confidential Disclaimer 2 This presentation, the information contained herein and the materials accompanying it (this “presentation”) has been prepared solely for informational purposes supplied by or on behalf of, and constitutes confidential inform

Exhibit 99.2 Confidential Investor Presentation 09.12.2023 Confidential Disclaimer 2 This presentation, the information contained herein and the materials accompanying it (this “presentation”) has been prepared solely for informational purposes supplied by or on behalf of, and constitutes confidential information of, B&G Foods, Inc. and its direct and indirect subsidiaries (“B&G Foods”, the “Compa

B&G Foods Announces Proposed Offering of $500 Million of Senior Secured Notes

Exhibit 99.1 B&G Foods Announces Proposed Offering of $500 Million of Senior Secured Notes PARSIPPANY, N.J., September 12, 2023 — B&G Foods, Inc. (NYSE: BGS) announced today its intention to offer, subject to market and other conditions, $500.0 million aggregate principal amount of senior secured notes due 2028 in a transaction exempt from registration under the Securities Act of 1933, as amended.

Subsidiaries of B&G Foods, Inc.

Exhibit 21.1 Subsidiaries of the Company B&G Foods Canada, ULC, a British Columbia unlimited liability company B&G Foods Manufacturing Mexico, S. de R.L. de C.V., a Mexico Sociedad de Responsabilidad Limitada B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country Kitchens, LLC, a Delaware limited liability company Clabber Girl Corpor

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on August 3, 2023 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): August 3, 2023 B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on August 3, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for Second Quarter 2023

Exhibit 99.1 B&G Foods Reports Financial Results for Second Quarter 2023 Parsippany, N.J., August 3, 2023—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2023. Summary Second Quarter of 2023 First Two Quarters of 2023 (In millions, except per share data) Change vs. Change vs. Amount Q2 2022 Amount First 2Q 2022 Net Sales $ 469.6 (1.9)

Guarantor Subsidiaries.

Exhibit 22.1 Guarantor Subsidiaries The following subsidiaries of B&G Foods, Inc are guarantors of B&G Foods’ 5.25% senior notes due 2025 and 5.25% senior notes due 2027: B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country Kitchens, LLC, a Delaware limited liability company Clabber Girl Corporation, an Indiana corporation Spartan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 B&G FOODS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on June 16, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) B&G Foods, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on June 6, 2023 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): June 6, 2023 B&G Foods, Inc.

Sixth Amendment to Credit Agreement dated as of June 6, 2023, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties

Exhibit 10.1 Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT to the Credit Agreement referred to below, dated as of June 6, 2023 (this “Sixth Amendment”), by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “Borrower”) and each of B&G FOODS NORTH AMERICA, INC., a Delaware corporation (“B&GNA”), B&G FOODS SNACKS, INC., a Delaware corporation (“B&GS”), B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

As filed with the Securities and Exchange Commission on May 23, 2023 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): May 17, 2023 B&G Foods, Inc.

B&G Foods, Inc. Omnibus Incentive Compensation Plan, as amended and restated through May 17, 2023.

Exhibit 10.1 OMNIBUS INCENTIVE COMPENSATION PLAN (As amended and restated through May 17, 2023) 1. Purpose of the Plan. The purpose of the Plan is to benefit the Company’s stockholders by encouraging high levels of performance by individuals who contribute to the success of the Company and to assist the Company in attracting, motivating, retaining and rewarding talented and experienced Employees,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on May 9, 2023 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): May 9, 2023 B&G Foods, Inc.

ATM Equity OfferingSM Sales Agreement, dated as of May 9, 2023, among B&G Foods, Inc. and BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Capital One Securities, Inc., JMP Securities LLC, Rabo Securities USA, Inc. and TD Securities (USA) LLC

Exhibit 1.1 B&G FOODS, INC. Common Stock ($0.01 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENT May 9, 2023 BofA Securities, Inc. Barclays Capital Inc. Deutsche Bank Securities Inc. RBC Capital Markets, LLC BMO Capital Markets Corp. Goldman Sachs & Co. LLC Capital One Securities, Inc. JMP Securities LLC Rabo Securities USA, Inc. TD Securities (USA) LLC c/o BofA Securities, Inc. One Brya

10,000,000 Shares Common Stock

424B5 1 tm2314902-1424b5.htm 424B5 TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration Statement No. 333-266708 Prospectus Supplement (To Prospectus Dated August 9, 2022) 10,000,000 Shares Common Stock We have entered into an “at-the-market” (ATM) equity offering sales agreement (which we refer to in this prospectus supplement as the Sales Agreement) with BofA Securities, Inc., Barcl

Calculation of Filing Fee Table 424(b)(5) (Form Type) B&G Foods, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) B&G Foods, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee(3) Fees to Be Paid Equity Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on May 4, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for First Quarter 2023

Exhibit 99.1 B&G Foods Reports Financial Results for First Quarter 2023 Parsippany, N.J., May 4, 2023—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the first quarter of 2023. Summary First Quarter of 2023 (In millions, except per share data) Change vs. Amount Q1 2022 Net Sales $ 511.8 (3.9) % Base Business Net Sales 1 $ 511.4 (1.2) % Diluted EPS $ 0.05 (85.3) % Adj. Diluted EPS

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): May 4, 2023 B&G Foods, Inc. (Exact

As filed with the Securities and Exchange Commission on May 4, 2023 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): May 4, 2023 B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 30, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PROXY STATEMENT

FourGatehallDrive Parsippany,NJ07054 NOTICEOFANNUALMEETINGOFSTOCKHOLDERS TOBEHELDMAY17,2023 TotheStockholdersof B&GFoods,Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 tm231929d3defa14a.htm NOTICE OF INTERNET AVAILABILITY As filed with the Securities and Exchange Commission on March 30, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  x Filed by a Party other than the Registrant  ¨ Check the appropriate box:

B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2022 — Net Sales Increased 9.0% and Base Business Net Sales Increased 8.9% for the Fourth Quarter of 2022 —

Exhibit 99.1 B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2022 — Net Sales Increased 9.0% and Base Business Net Sales Increased 8.9% for the Fourth Quarter of 2022 — Parsippany, N.J., February 28, 2023—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the fourth quarter and full year 2022. Summary Fourth Quarter of 2022 Fiscal Year 2022 (In millions, except

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on February 28, 2023 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 28, 2023 B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents As filed with the Securities and Exchange Commission on February 28, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of B&G Foods, Inc. (Filed as Exhibit 21.1 to B&G Foods’ Annual Report on Form 10-K filed on February 28, 2023, and incorporated by reference herein).

Exhibit 21.1 Subsidiaries of the Company B&G Foods Canada, ULC, a British Columbia unlimited liability company B&G Foods Manufacturing Mexico, S. de R.L. de C.V., a Mexico Sociedad de Responsabilidad Limitada B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country Kitchens, LLC, a Delaware limited liability company Clabber Girl Corpor

Guarantor Subsidiaries.

Exhibit 22.1 Guarantor Subsidiaries The following subsidiaries of B&G Foods, Inc are guarantors of B&G Foods’ 5.25% senior notes due 2025 and 5.25% senior notes due 2027: B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country Kitchens, LLC, a Delaware limited liability company Clabber Girl Corporation, an Indiana corporation Farmwise

BGS / B&G Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0367-bgfoodsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: B&G Foods Inc. Title of Class of Securities: Common Stock CUSIP Number: 05508R106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As filed with the Securities and Exchange Commission on February 1, 2023 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): January 31, 2023 B&G Foods, Inc.

B&G Foods to Sell Back to Nature to Barilla America

Exhibit 99.1 B&G Foods to 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 Back to 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 t

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

As filed with the 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 B&G Foods, Inc.

Bylaws of B&G Foods, Inc., as amended and restated through November 8, 2022 (Filed as Exhibit 3.2 to B&G Foods’ Current Report on Form 8-K filed on November 9, 2022, and incorporated by reference herein)

Exhibit 3.2 BYLAWS OF B&G FOODS, INC. (As Amended and Restated through November 8, 2022) ARTICLE I STOCKHOLDERS 1.1. Meetings. 1.1.1. Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2. Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such t

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on November 9, 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): November 9, 2022 ? B&G Foods, Inc.

Guarantor Subsidiaries.

Exhibit 22.1 Guarantor Subsidiaries The following subsidiaries of B&G Foods, Inc are guarantors of B&G Foods? 5.25% senior notes due 2025 and 5.25% senior notes due 2027: Back to Nature Foods Company, LLC, a Delaware limited liability company B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country Kitchens, LLC, a Delaware limited lia

Amendment, dated November 8, 2022, to the Bylaws of B&G Foods, Inc.

Exhibit 3.1 AMENDMENT DATED NOVEMBER 8, 2022 TO BYLAWS OF B&G FOODS, INC. Pursuant to the resolutions duly adopted by the Board of Directors of B&G Foods, Inc., a Delaware corporation (the ?Company?), and in accordance with Article VI of the Bylaws of the Company, as amended and restated (the ?Bylaws?), the Bylaws are amended as set forth below, effective November 8, 2022. Except as specifically s

B&G Foods Reports Financial Results for Third Quarter 2022 — Net Sales Increased 2.6% and Base Business Net Sales Increased 2.5% for the Third Quarter of 2022 —

Exhibit 99.1 ? B&G Foods Reports Financial Results for Third Quarter 2022 ? Net Sales Increased 2.6% and Base Business Net Sales Increased 2.5% for the Third Quarter of 2022 ? Parsippany, N.J., November 9, 2022?B&G Foods, Inc. (NYSE: BGS) today announced financial results for the third quarter and first three quarters of 2022. Summary ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Third Quarter of 2022 ? First Thr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on November 9, 2022 ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on November 9, 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): November 8, 2022 B&G Foods, Inc.

Subsidiaries of B&G Foods, Inc.

Exhibit 21.1 Subsidiaries of the Company Back to Nature Foods Company, LLC, a Delaware limited liability company B&G Foods Canada, ULC, a British Columbia unlimited liability company B&G Foods Manufacturing Mexico, S. de R.L. de C.V., a Mexico Sociedad de Responsabilidad Limitada B&G Foods North America, Inc., a Delaware corporation B&G Foods Snacks, Inc., a Delaware corporation Bear Creek Country

Calculation of Filing Fee Tables 424(b)(5) (Form Type) B&G FOODS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) B&G FOODS, INC.

Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on August 30, 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): August 30, 2022 B&G Foods, Inc.

952,373 Shares Common Stock

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration Statement No. 333-266708 Prospectus Supplement (To Prospectus Dated August 9, 2022) 952,373 Shares Common Stock In August 2021, we entered into an “at-the-market” (ATM) equity offering sales agreement (which we refer to in this prospectus supplement as the Sales Agreement) with BofA Securities, Inc., Barclays Capital Inc., Deutsche

As filed with the Securities and Exchange Commission on August 9, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 9, 2022 Registration No.

Amended and Restated Limited Liability Company Agreement of Farmwise LLC

Exhibit 3.20 Farmwise LLC limited liabilIty company AGREEMENT (as amended and restated as of February 19, 2020) This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of FARMWISE LLC (the ?Company?) is made and entered into as of this 19th day of February, 2020, by B&G Foods North America, Inc., a Delaware corporation (the ?Member?). R E C I T A L S: A.????????????The Company was formed as a

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) B&G FOODS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

Certificate of Formation of Farmwise LLC

Exhibit 3.19 State of Delaware Secretary of State Division of Corporations Delivered 10:32 AM 07/16/2015 FILED 10:32 AM 07/16/2015 SRV 151056258 ? 5744039 FILE CERTIFICATE OF FORMATION OF FARMWISE LLC *?*?*?*?*?* This Certificate of Formation of Farmwise LLC (the ?Company?) dated as of July 16, 2015, is being duly executed and filed by David Peters, an authorized person, to form a limited liabilit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on August 4, 2022 ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for Second Quarter 2022 — Net Sales Increased 3.1% and Base Business Net Sales Increased 3.2% for the Second Quarter of 2022—

Exhibit 99.1 ? B&G Foods Reports Financial Results for Second Quarter 2022 ? Net Sales Increased 3.1% and Base Business Net Sales Increased 3.2% for the Second Quarter of 2022? Parsippany, N.J., August 4, 2022?B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2022. Summary ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Second Quarter of 2022 ? First Two

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on August 4, 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): August 4, 2022 ? B&G Foods, Inc.

Quality Foods Since 1889

B&G Foods, Inc. Four Gatehall Drive Parsippany, NJ 07054 Tel:????(973) 401-6500 Fax:????(973) 630-6550 Via Edgar July 27, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mr. Dale Welcome, Senior Accountant Ms. Anne McConnell, Senior Accountant Re: B&G Foods, Inc. Form 10-K for the Fiscal Year Ende

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on June 28, 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): June 28, 2022 B&G Foods, Inc.

B&G Foods Announces Credit Agreement Amendment — Provides Update Regarding Shares Sold Under ATM Equity Offering Program —

Exhibit 99.1 B&G Foods Announces Credit Agreement Amendment ? Provides Update Regarding Shares Sold Under ATM Equity Offering Program ? PARSIPPANY, N.J., June 28, 2022 ? B&G Foods, Inc. (NYSE: BGS) announced today that it has completed an amendment to its senior secured credit facility to temporarily increase the maximum consolidated leverage ratio permitted under its revolving credit facility. B&

Fifth Amendment to Credit Agreement dated as of June 28, 2022, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties

Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT to the Credit Agreement referred to below, dated as of June 28, 2022 (this ?Fifth Amendment?) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the ?Borrower?) and each of B&G FOODS NORTH AMERICA, INC., a Delaware corporation (?B&GNA?), B&G FOODS SNACKS, INC., a Delaware corporation (?B&GS?), B

Financial Statements and Exhibits, Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As filed with the Securities and Exchange Commission on June 17, 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): June 16, 2022 B&G Foods, Inc.

Retirement Agreement and General Release, dated as of June 16, 2022, between Erich A. Fritz and B&G Foods, Inc.

Exhibit 10.1 B&G Foods, Inc. Four Gatehall Drive Parsippany, NJ 07054 Tel: (973) 401-6500 Fax: (973) 630-6550 Confidential June 16, 2022 Mr. Erich A. Fritz Re: Retirement Agreement and General Release Dear Erich: Consistent with our discussions concerning the terms of your retirement, this letter constitutes an agreement between you and B&G Foods, Inc. (?B&G Foods?), on behalf of itself and its su

B&G Foods Announces Formation of Business Units and Senior Leadership Appointments

Exhibit 99.1 B&G Foods Announces Formation of Business Units and Senior Leadership Appointments PARSIPPANY, N.J., June 16, 2022 ? B&G Foods, Inc. (NYSE: BGS) announced today the formation of four business units and senior leadership appointments to establish clear focus and expectations and drive organic and acquisition growth. The four newly created business units are: ? Spices & Seasonings ? rep

Quality Foods Since 1889

Via Edgar June 17, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mr. Dale Welcome, Senior Accountant Ms. Anne McConnell, Senior Accountant Re: B&G Foods, Inc. Form 10-K for the Fiscal Year Ended January 1, 2022 Form 10-Q for the Quarterly Period Ended April 2, 2022 File No. 001-32316 Ladies and

Submission of Matters to a Vote of Security Holders

As filed with the Securities and Exchange Commission on May 19, 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): May 17, 2022 B&G Foods, Inc.

B&G Foods Reports Financial Results for First Quarter 2022 — Net Sales Increased 5.4% and Base Business Net Sales Increased 5.6% —

Exhibit 99.1 ? B&G Foods Reports Financial Results for First Quarter 2022 ? Net Sales Increased 5.4% and Base Business Net Sales Increased 5.6% ? Parsippany, N.J., May 5, 2022?B&G Foods, Inc. (NYSE: BGS) today announced financial results for the first quarter of 2022. Summary ? ? ? ? ? ? ? Q1 2022 (In millions, except per share data) ? Change vs. ? Amount Q1 2021 Net Sales $ 532.4 ? 5.4 % Base Bus

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on May 5, 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): May 5, 2022 ? B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on May 5, 2022 ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm223536-1def14a.htm ANNUAL MEETING PROXY STATEMENT TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 30, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the ap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

As filed with the Securities and Exchange Commission on March 30, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents As filed with the Securities and Exchange Commission on March 1, 2022 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on March 1, 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): March 1, 2022 B&G Foods, Inc.

B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2021

Exhibit 99.1 ? B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2021 Parsippany, N.J., March 1, 2022?B&G Foods, Inc. (NYSE: BGS) today announced financial results for the fourth quarter and full year 2021. Results for fiscal 2021 reflect the impact of one fewer reporting week compared to fiscal 2020. Fiscal 2021 contained 52 weeks and fiscal 2020 contained 53 weeks, with the ex

BGS / B&G Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0369-bgfoodsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: B&G Foods Inc. Title of Class of Securities: Common Stock CUSIP Number: 05508R106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on November 4, 2021 ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on November 4, 2021 ? ? 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): November 4, 2021 ? B&G Foods, Inc.

B&G Foods Reports Financial Results for Third Quarter 2021

Exhibit 99.1 ? B&G Foods Reports Financial Results for Third Quarter 2021 Parsippany, N.J., November 4, 2021?B&G Foods, Inc. (NYSE: BGS) today announced financial results for the third quarter and first three quarters of 2021. Results for the third quarter of 2021 and the first three quarters of 2021 each reflect the impact of one fewer reporting week compared to the third quarter and first three

Other Events

As filed with the Securities and Exchange Commission on October 19, 2021 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 13, 2021 B&G Foods, Inc.

Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on August 31, 2021 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): August 30, 2021 B&G Foods, Inc.

B&G Foods Announces Sale of Portland, Maine Manufacturing Facility — Manufacturing of B&M, Underwood and certain other brands will move to third party co-manufacturing facilities and existing B&G Foods manufacturing facilities —

Exhibit 99.1 B&G Foods Announces Sale of Portland, Maine Manufacturing Facility ? Manufacturing of B&M, Underwood and certain other brands will move to third party co-manufacturing facilities and existing B&G Foods manufacturing facilities ? PARSIPPANY, N.J., August 30, 2021 ? B&G Foods, Inc. (NYSE: BGS) announced today that it has reached an agreement to sell its Portland, Maine manufacturing fac

ATM Equity OfferingSM Sales Agreement, dated as of August 23, 2021, between B&G Foods, Inc. and BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Citizens Capital Markets, Inc., SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC

Exhibit 1.1 B&G FOODS, INC. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT August 23, 2021 BofA Securities, Inc. Barclays Capital Inc. Deutsche Bank Securities Inc. RBC Capital Markets, LLC BMO Capital Markets Corp. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Citizens Capital Markets, Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC c/o BofA Securiti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on August 23, 2021 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): August 23, 2021 B&G Foods, Inc.

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Common Stock, $0.

Form of Special One-Time Stock Option Agreement (Non-Qualified Stock Option).

Exhibit 10.1 ? ? [FORM OF] STOCK OPTION AGREEMENT (this ?Agreement?) Pursuant to the B&G Foods Omnibus Incentive Compensation Plan (Non-Qualified Stock Option) B&G Foods, Inc. (?B&G Foods? or the ?Company?) has granted to you an option (the ?Option?) to purchase the number of shares of the Company?s Common Stock, par value $0.01 per share (the ?Common Stock?) shown in Section 1(b) below (the ?Shar

B&G Foods Reports Financial Results for Second Quarter 2021

Exhibit 99.1 ? B&G Foods Reports Financial Results for Second Quarter 2021 Parsippany, N.J., August 5, 2021?B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2021. ? Executive Summary (vs. Second Quarter of 2020 and vs. Second Quarter 2019 for two-year annual compound growth rates, where applicable): ? Net sales decreased 9.4% to $464.4

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on August 5, 2021 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): August 5, 2021 B&G Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

As filed with the Securities and Exchange Commission on August 5, 2021 ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

As filed with the Securities and Exchange Commission on May 21, 2021 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): May 18, 2021 B&G Foods, Inc.

B&G Foods Selects Kenneth C. “Casey” Keller as its Next President and CEO — Appointment to become effective on June 14, 2021 —

Exhibit 99.1 B&G Foods Selects Kenneth C. ?Casey? Keller as its Next President and CEO ? Appointment to become effective on June 14, 2021 ? PARSIPPANY, N.J., May 11, 2021 ? B&G Foods, Inc. (NYSE: BGS) announced today that it has appointed Kenneth C. ?Casey? Keller, age 59, as its next President and Chief Executive Officer, effective June 14, 2021. Mr. Keller will succeed B&G Foods? Interim Preside

Employment Agreement, dated as of May 11, 2021, between Kenneth C. “Casey” Keller and B&G Foods, Inc. (Filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8 K filed on May 12, 2021, and incorporated by reference herein)

Exhibit 10.1 Employment AgreemenT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of May 11, 2021, by and between B&G FOODS, INC. (hereinafter the ?Corporation?) and Kenneth C. ?Casey? Keller (hereinafter ?Executive?). WHEREAS, subject to the terms of this Agreement, Corporation desires to employ Executive as President and Chief Executive Officer, and Executive desires to accept such employ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on May 12, 2021 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): May 11, 2021 B&G Foods, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on May 11, 2021 ? ? 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): May 11, 2021 ? B&G Foods, Inc.

Quarterly Report - QUARTERLY REPORT ON FORM 10-Q

As filed with the Securities and Exchange Commission on May 11, 2021 ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Strong Net Sales for First Quarter 2021 — Net Sales Increased 12.4% for First Quarter 2021 —

Exhibit 99.1 ? B&G Foods Reports Strong Net Sales for First Quarter 2021 ? Net Sales Increased 12.4% for First Quarter 2021 ? Parsippany, N.J., May 11, 2021?B&G Foods, Inc. (NYSE: BGS) today announced financial results for the first quarter of 2021. ? Executive Summary (vs. First Quarter of 2020 where applicable): ? Net sales increased 12.4% to $505.1 million, driven by the Crisco acquisition and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 31, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

As filed with the Securities and Exchange Commission on March 31, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Board of Directors of B&G Foods Authorizes Extension of Stock Repurchase Program to March 2022

Exhibit 99.1 Board of Directors of B&G Foods Authorizes Extension of Stock Repurchase Program to March 2022 PARSIPPANY, N.J., March 10, 2021 ? B&G Foods, Inc. (NYSE: BGS) announced today that its Board of Directors has authorized an extension of the Company?s stock repurchase program through March 15, 2022. Under the authorization, the Company may purchase up to $50 million of shares of the Compan

Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on March 10, 2021 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): March 9, 2021 B&G Foods, Inc.

B&G Foods Reports Strong Net Sales and Earnings Growth for Fourth Quarter and Full Year 2020 — Net Sales Increased 18.5% and Base Business Net Sales Increased 14.7% for Full Year 2020 — —Net Cash Provided by Operating Activities Increased to $281.5 M

Exhibit 99.1 B&G Foods Reports Strong Net Sales and Earnings Growth for Fourth Quarter and Full Year 2020 — Net Sales Increased 18.5% and Base Business Net Sales Increased 14.7% for Full Year 2020 — —Net Cash Provided by Operating Activities Increased to $281.5 Million for Full Year 2020— Parsippany, N.J., March 2, 2021—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the fourth q

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on March 2, 2021 ? ? 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): March 2, 2021 ? B&G Foods, Inc.

Annual Report - ANNUAL REPORT ON FORM 10-K

Table of Contents As filed with the Securities and Exchange Commission on March 2, 2021 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

THE J. M. SMUCKER COMPANY CRISCO BUSINESS Abbreviated Financial Statements April 30, 2020 (With Independent Auditors’ Report Thereon) Report of Independent Auditors

Exhibit 99.1 THE J. M. SMUCKER COMPANY CRISCO BUSINESS Abbreviated Financial Statements April 30, 2020 (With Independent Auditors? Report Thereon) Report of Independent Auditors The Board of Directors of The J. M. Smucker Company We have audited the accompanying abbreviated financial statements of The J. M. Smucker Company Crisco Business, which comprise the statement of assets acquired and liabil

THE J. M. SMUCKER COMPANY CRISCO BUSINESS Abbreviated Financial Statements (Unaudited) October 31, 2020 THE J. M. SMUCKER COMPANY CRISCO BUSINESS Statement of Assets Acquired and Liabilities Assumed (Unaudited)

Exhibit 99.2 THE J. M. SMUCKER COMPANY CRISCO BUSINESS Abbreviated Financial Statements (Unaudited) October 31, 2020 THE J. M. SMUCKER COMPANY CRISCO BUSINESS Statement of Assets Acquired and Liabilities Assumed (Unaudited) Dollars in millions October 31, 2020 Assets: Inventories $ ???????????????????????37.0 Property, plant, and equipment ? net 36.9 Operating lease right-of-use assets 1.6 Other i

Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on February 16, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

B&G Foods, Inc. and Subsidiaries Unaudited Pro Forma Combined Financial Statements

Exhibit 99.3 B&G Foods, Inc. and Subsidiaries Unaudited Pro Forma Combined Financial Statements On December 1, 2020, pursuant to an agreement entered into on October 26, 2020, B&G Foods, Inc. and its subsidiaries completed the acquisition of the Crisco oils and shortening business from The J.M. Smucker Company and certain of its affiliates, for $550.0 million in cash less an adjustment for invento

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: B&G Foods Inc. Title of Class of Securities: Common Stock CUSIP Number: 05508R106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

As filed with the Securities and Exchange Commission on December 16, 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): December 16, 2020 B&G Foods, Inc.

Fourth Amendment to Credit Agreement and First Amendment to Guarantee and Collateral Agreement, dated as of December 16, 2020, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, as amended, and the Guarantee and Collateral Agreement, dated as of June 5, 2014, among B&G Foods, Inc., as borrower, the subsidiaries of B&G Foods, Inc. from time to time party thereto as guarantors, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties (Filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8-K filed on December 16, 2020, and incorporated by reference herein)

Exhibit 10.1 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT This FOURTH AMENDMENT to the Credit Agreement referred to below and FIRST AMENDMENT to the Guarantee and Collateral Agreement referred to below, dated as of December 16, 2020 (this “Fourth Amendment”) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “B

B&G Foods Announces Closing of Credit Agreement Refinancing

Exhibit 99.1 B&G Foods Announces Closing of Credit Agreement Refinancing Parsippany, N.J., December 16, 2020—B&G Foods, Inc. (NYSE: BGS) announced today the closing of its previously announced credit agreement refinancing. The refinancing includes a $300.0 million add-on tranche B term loan facility under the Company’s existing senior secured credit facility. The tranche B term loan facility was i

LENDER PRESENTATION December 2, 2020

Exhibit 99.2 LENDER PRESENTATION December 2, 2020 Forward Looking Statements These materials and the oral statements made from time to time by executive officers of B&G Foods may contain “forward - looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. S tat ements in th

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K

As filed with the Securities and Exchange Commission on December 2, 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): December 2, 2020 B&G Foods, Inc.

B&G Foods Announces Proposed Credit Agreement Refinancing

Exhibit 99.1 B&G Foods Announces Proposed Credit Agreement Refinancing Parsippany, N.J., December 2, 2020—B&G Foods, Inc. (NYSE: BGS) announced today that it intends to refinance existing revolving loans with additional tranche B term loans under its senior secured credit facility. The Company also plans to increase the revolver capacity and extend the maturity date of its revolving credit facilit

B&G Foods Completes Acquisition of Iconic Crisco® Brand

Exhibit 99.1 B&G Foods Completes Acquisition of Iconic Crisco? Brand Parsippany, N.J., December 1, 2020?B&G Foods, Inc. (NYSE: BGS) announced that effective today it has completed the acquisition of the iconic Crisco brand of oils and shortening from The J. M. Smucker Co. for $550 million in cash, subject to a customary adjustment based upon inventory at closing. As part of the acquisition, B&G Fo

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

As filed with the Securities and Exchange Commission on December 1, 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): December 1, 2020 B&G Foods, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

As filed with the Securities and Exchange Commission on November 16, 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): November 15, 2020 B&G Foods, Inc.

Separation Agreement and General Release, dated as of November 15, 2020, between Kenneth G. Romanzi and B&G Foods, Inc. (Filed as Exhibit 10.2 to B&G Foods’ Current Report on Form 8-K filed on November 16, 2020, and incorporated by reference herein)

Exhibit 10.2 Confidential November 15, 2020 Mr. Kenneth G. Romanzi [Address Redacted] Re: Separation Agreement and General Release Dear Ken: Consistent with our discussions concerning the terms of your separation, this letter constitutes an agreement between you and B&G Foods, Inc. (“B&G Foods”), on behalf of itself and its subsidiaries (collectively with B&G Foods, the “Company”), setting forth a

B&G Foods Appoints David L. Wenner as Interim President and CEO — Announces CEO Transition Plan — — Reaffirms Full Year 2020 Guidance —

EX-99.1 4 tm2036066d1ex99-1.htm EX-99.1 PRESS RELEASE DATED NOVEMBER 16, 2020 Exhibit 99.1 B&G Foods Appoints David L. Wenner as Interim President and CEO — Announces CEO Transition Plan — — Reaffirms Full Year 2020 Guidance — Parsippany, N.J., November 16, 2020—B&G Foods, Inc. (NYSE: BGS) announced today that Kenneth G. Romanzi, President and Chief Executive Officer and a member of the Board of D

Offer Letter, dated as of November 15, 2020, between David L. Wenner and B&G Foods, Inc. (Filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8-K filed on November 16, 2020, and incorporated by reference herein)

Exhibit 10.1 November 15, 2020 Mr. David L. Wenner Dear Dave: It is with great pleasure that we offer you a position as the Interim President and Chief Executive Officer of B&G Foods, Inc. (“B&G Foods” or the “Company”) on the terms and conditions set forth in this letter. Commencement Date: November 15, 2020. Title: Interim President and Chief Executive Officer. Responsibilities: You will have th

Guarantor Subsidiaries. (Filed as Exhibit 22.1 to B&G Foods’ Quarterly Report on Form 10-Q filed on November 9, 2020, and incorporated by reference herein).

Exhibit 22.1 Guarantor Subsidiaries The following subsidiaries of B&G Foods, Inc. were, as of October 3, 2020, guarantors of B&G Foods’ 5.25% senior notes due 2025 and 5.25% senior notes due 2027: Back to Nature Foods Company, LLC, a Delaware limited liability company Back to Nature Foods ServCo, LLC, a Delaware limited liability company B&G Foods North America, Inc., a Delaware corporation B&G Fo

Quarterly Report - QUARTERLY REPORT ON FORM 10-Q

As filed with the Securities and Exchange Commission on November 9, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

As filed with the Securities and Exchange Commission on November 5, 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): November 5, 2020 B&G Foods, Inc.

B&G Foods Reports Strong Net Sales and Earnings Growth for Third Quarter 2020 — Provides Full Year 2020 Guidance —

Exhibit 99.1 B&G Foods Reports Strong Net Sales and Earnings Growth for Third Quarter 2020 — Provides Full Year 2020 Guidance — Parsippany, N.J., November 5, 2020—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the third quarter and first three quarters of 2020, which include the favorable impact of continued strong demand for the Company’s products due to the ongoing COVID-19 pa

Asset Purchase Agreement, dated as of October 26, 2020, among The J. M. Smucker Company, B&G Foods North America, Inc., and B&G Foods Canada, ULC (Filed as Exhibit 2.1 to B&G Foods’ Current Report on Form 8-K filed on October 27, 2020, and incorporated by reference herein)

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT among THE J. M. SMUCKER COMPANY, B&G FOODS NORTH AMERICA, INC. and B&G FOODS CANADA, ULC Dated as of October 26, 2020 Table of Contents Page ARTICLE I DEFINITIONS 1 ARTICLE II SALE AND PURCHASE OF ASSETS 13 Section 2.1 Purchased U.S. Assets 13 Section 2.2 Purchased Foreign Assets 15 Section 2.3 Retained Assets 16 Section 2.4 Assumed Liabilitie

B&G Foods to Acquire Iconic Crisco® Brand

Exhibit 99.1 B&G Foods to Acquire Iconic Crisco® Brand Parsippany, N.J., October 26, 2020—B&G Foods, Inc. (NYSE: BGS) announced today that it has entered into an agreement to acquire the iconic Crisco brand of oils and shortening from The J.M. Smucker Co. for approximately $550 million in cash, subject to a post-closing inventory adjustment. As part of the acquisition, B&G Foods is also acquiring

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

As filed with the Securities and Exchange Commission on October 27, 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): October 26, 2020 B&G Foods, Inc.

Regulation FD Disclosure

As filed with the Securities and Exchange Commission on August 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): August 17, 2020 B&G Foods, Inc.

Quarterly Report - QUARTERLY REPORT ON FORM 10-Q

As filed with the Securities and Exchange Commission on July 31, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on July 30, 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): July 30, 2020 B&G Foods, Inc.

B&G Foods Reports Strong Net Sales and Earnings Growth for Second Quarter 2020 — Net Cash Provided by Operating Activities Increased to $246.4 Million for the First Two Quarters of 2020 —

Exhibit 99.1 B&G Foods Reports Strong Net Sales and Earnings Growth for Second Quarter 2020 — Net Cash Provided by Operating Activities Increased to $246.4 Million for the First Two Quarters of 2020 — Parsippany, N.J., July 30, 2020—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2020 and provided an update as to how the COVID-19 pande

B&G Foods Elects Debra Martin Chase to the Board of Directors — Announces Establishment of Corporate Social Responsibility Committee —

Exhibit 99.1 B&G Foods Elects Debra Martin Chase to the Board of Directors — Announces Establishment of Corporate Social Responsibility Committee — PARSIPPANY, N.J., July 15, 2020 — B&G Foods, Inc. (NYSE: BGS) announced today that its Board of Directors has elected Debra Martin Chase to the Board of Directors. B&G Foods also established a Board-level Corporate Social Responsibility (CSR) Committee

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on July 15, 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): July 15, 2020 B&G Foods, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on June 3, 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): June 3, 2020 B&G Foods, Inc.

B&G Foods Reports Strong Fiscal May 2020 Net Sales

EX-99.1 2 tm2021614d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 B&G Foods Reports Strong Fiscal May 2020 Net Sales Parsippany, N.J., June 3, 2020—B&G Foods, Inc. (NYSE: BGS) today announced preliminary, unaudited net sales for the four weeks ending May 23, 2020 (fiscal May 2020) and the eight weeks ending May 23, 2020 (the first two months of second quarter 2020). Net Sales (vs. prior year fiscal May an

Submission of Matters to a Vote of Security Holders

As filed with the Securities and Exchange Commission on May 15, 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): May 12, 2020 B&G Foods, Inc.

Quarterly Report - QUARTERLY REPORT ON FORM 10-Q

As filed with the Securities and Exchange Commission on May 6, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on May 5, 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): May 5, 2020 B&G Foods, Inc.

B&G Foods Reports Strong Net Sales and Earnings Growth for First Quarter 2020 — Provides Update Regarding Impact and Expected Future Impact of COVID-19 on the Company —

Exhibit 99.1 B&G Foods Reports Strong Net Sales and Earnings Growth for First Quarter 2020 — Provides Update Regarding Impact and Expected Future Impact of COVID-19 on the Company — Parsippany, N.J., May 5, 2020—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the first quarter of 2020 and provided an update as to how the COVID-19 pandemic is impacting the Company. First Quarter 2

- DEFA14A -NOTICE OF CHANGE IN LOCATION

As filed with the Securities and Exchange Commission on April 24, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BGS / B&G Foods, Inc. DEF 14A - - DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 26, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BGS / B&G Foods, Inc. DEFA14A - - NOTICE OF INTERNET AVAILABILITY

As filed with the Securities and Exchange Commission on March 26, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

First Amendment to Amended and Restated Employment Agreement, dated March 10, 2020, between B&G Foods, Inc. and Scott E. Lerner (Filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8-K filed on March 11, 2020, and incorporated by reference herein)

Exhibit 10.1 First Amendment to Amended and Restated Employment Agreement First Amendment to Amended and Restated Employment Agreement (this “Amendment”), dated as of March 10, 2020, by and between B&G Foods, Inc., a Delaware corporation (the “Corporation”) and Scott E. Lerner (“Lerner”). PRELIMINARY STATEMENTS WHEREAS, the Corporation and Lerner are parties to an Amended and Restated Employment A

Board of Directors of B&G Foods Authorizes Extension of Stock Repurchase Program to March 2021 — Resets the Repurchase Authority to Up to $50 Million —

Exhibit 99.1 Board of Directors of B&G Foods Authorizes Extension of Stock Repurchase Program to March 2021 — Resets the Repurchase Authority to Up to $50 Million — PARSIPPANY, N.J., March 11, 2020 — B&G Foods, Inc. (NYSE: BGS) announced today that its Board of Directors has authorized an extension of the Company’s stock repurchase program from March 15, 2020 to March 15, 2021. In extending the re

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on March 11, 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): March 10,2020 B&G Foods, Inc.

Annual Report - ANNUAL REPORT ON FORM 10-K

Table of Contents As filed with the Securities and Exchange Commission on February 26, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of B&G Foods, Inc.

Exhibit 21.1 Subsidiaries of the Company Back to Nature Foods Company, LLC, a Delaware limited liability company Back to Nature Foods ServCo, LLC, a Delaware limited liability company B&G Foods Canada, ULC, a British Columbia unlimited liability company B&G Foods Manufacturing Mexico, S. de R.L. de C.V., a Mexico Sociedad de Responsabilidad Limitada B&G Foods North America, Inc., a Delaware corpor

Description of the securities of B&G Foods, Inc. registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed as Exhibit 4.1 to B&G Foods’ Annual Report on Form 10-K filed on February 26, 2020, and incorporated by reference herein)

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of our annual report on Form 10-K of which this Exhibit is a part, our only class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended is our common stock, par value $0.01 per share. As used below, the terms “B&G Food

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on February 25, 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 25, 2020 B&G Foods, Inc.

B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2019

Exhibit 99.1 B&G Foods Reports Financial Results for Fourth Quarter and Full Year 2019 Parsippany, N.J., February 25, 2020—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the fourth quarter and full year 2019. Financial results for the fourth quarter and full year 2019 reflect the impact of the divestiture of Pirate Brands during the fourth quarter of 2018 and the acquisitions of

B&G Foods Acquires Farmwise® — Expects to Introduce New Green Giant® Frozen Items Based On Products Developed by Farmwise —

Exhibit 99.1 B&G Foods Acquires Farmwise® — Expects to Introduce New Green Giant® 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 offerin

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

As filed with the Securities 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 B&G Foods, Inc.

BGS / B&G Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: B&G Foods Inc Title of Class of Securities: Common Stock CUSIP Number: 05508R106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

Quarterly Report - QUARTERLY REPORT ON FORM 10-Q

As filed with the Securities and Exchange Commission on November 5, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

B&G Foods Reports Financial Results for Third Quarter 2019 — Updates Full Year 2019 Guidance —

Exhibit 99.1 B&G Foods Reports Financial Results for Third Quarter 2019 — Updates Full Year 2019 Guidance — Parsippany, N.J., October 31, 2019—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the third quarter and first three quarters of 2019. Financial results for the third quarter and first three quarters of 2019 reflect the impact of the divestiture of Pirate Brands during the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on October 31, 2019 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 31, 2019 B&G Foods, Inc.

B&G Foods Announces Closing of $450.0 Million Term Loan B Facility — Completes Redemption of 4.625% Senior Notes due 2021 —

Exhibit 99.1 B&G Foods Announces Closing of $450.0 Million Term Loan B Facility — Completes Redemption of 4.625% Senior Notes due 2021 — Parsippany, N.J., October 10, 2019 — B&G Foods, Inc. (NYSE: BGS) announced today the closing of a $450.0 million tranche B term loan facility under its existing senior secured credit facility. As previously announced, the tranche B term loans will bear interest a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As filed with the Securities and Exchange Commission on October 11, 2019 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 10, 2019 B&G Foods, Inc.

Third Amendment to Credit Agreement, dated as of October 10, 2019, to the Amended and Restated Credit Agreement, dated as of October 2, 2015, among B&G Foods, Inc., as borrower, the several banks and other financial institutions or entities from time to time party thereto as lenders and Barclays Bank PLC, as administrative agent for the lenders and as collateral agent for the secured parties

Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT to the Credit Agreement referred to below, dated as of October 10, 2019 (this “Third Amendment”) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “Borrower”), the Lenders party hereto, and BARCLAYS BANK PLC (“Barclays”), as administrative agent for the Lenders (in such capacity, the “Admin

B&G Foods Closes $550.0 Million Public Offering of Senior Notes

Exhibit 99.1 B&G Foods Closes $550.0 Million Public Offering of Senior Notes PARSIPPANY, N.J., September 26, 2019 — B&G Foods, Inc. (NYSE: BGS) announced today that it has completed its previously announced registered public offering of $550.0 million aggregate principal amount of 5.25% senior notes due 2027. The notes are guaranteed on a senior unsecured basis by certain subsidiaries of B&G Foods

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As filed with the Securities and Exchange Commission on September 26, 2019 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): September 26, 2019 B&G Foods, Inc.

Tenth Supplemental Indenture, dated as of September 26, 2019, among B&G Foods, Inc., the Guarantors (as defined therein), and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.25% senior notes due 2027 (Filed as Exhibit 4.1 to B&G Foods’ Current Report on Form 8-K filed on September 26, 2019, and incorporated by reference herein)

Exhibit 4.1 B&G FOODS, INC. and each of the Guarantors PARTY HERETO 5.25% SENIOR NOTES DUE 2027 TENTH SUPPLEMENTAL INDENTURE Dated as of September 26, 2019 The Bank of New York Mellon Trust Company, N.A. Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on September 17, 2019 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): September 12, 2019 B&G Foods, Inc.

B&G Foods Announces Pricing and Upsizing of Public Offering of Senior Notes

Exhibit 99.1 B&G Foods Announces Pricing and Upsizing of Public Offering of Senior Notes PARSIPPANY, N.J., September 12, 2019 — B&G Foods, Inc. (NYSE: BGS) announced today the pricing of a registered public offering of $550.0 million aggregate principal amount of 5.25% senior notes due 2027 at a price to the public of 100% of their face value. The offering has been upsized from the previously anno

B&G Foods Announces Pricing of Term Loan B Facility

Exhibit 99.2 B&G Foods Announces Pricing of Term Loan B Facility PARSIPPANY, N.J., September 16, 2019 — B&G Foods, Inc. (NYSE: BGS) announced today the pricing of a $450.0 million tranche B term loan facility under B&G Foods’ existing senior secured credit facility. As previously announced, B&G Foods intends to use the proceeds of the new term loans, together with the net proceeds of B&G Foods’ pr

Underwriting Agreement, dated as of September 12, 2019, among B&G Foods, Inc., the subsidiary guarantors named therein and Barclays as Representative of the Several Underwriters named in Schedule A thereto

Exhibit 1.1 $550,000,000 B&G Foods, Inc. 5.25% Senior Notes due 2027 UNDERWRITING AGREEMENT September 12, 2019 BARCLAYS CAPITAL INC. 745 Seventh Avenue New York, New York 10019 as Representatives of the several Underwriters named in Schedule A hereto. Ladies and Gentlemen: 1. Introductory. B&G Foods, Inc., a Delaware corporation (the “Company”), agrees with Barclays Capital Inc. (“Barclays”), as r

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee1 5.25% Senior Notes due 2027 $550,000,000 $66,660 Guarantees of 5.25% Senior Notes due 2027 N/A N/A2

Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Maximum Aggregate Offering Price Amount of Registration Fee1 5.

Pricing Term Sheet 5.25% Senior Notes Due 2027

Free Writing Prospectus (To the Preliminary Prospectus Supplement dated September 12, 2019) Filed Pursuant to Rule 433 Registration No.

B&G Foods Announces Public Offering of Senior Notes

EX-99.1 2 tv529273ex99-1.htm EX-99.1-PRESS RELEASE DATED SEPTEMBER 12, 2019 Exhibit 99.1 B&G Foods Announces Public Offering of Senior Notes PARSIPPANY, N.J., September 12, 2019 — B&G Foods, Inc. (NYSE: BGS) announced today its intention to offer, subject to market and other conditions, $450.0 million aggregate principal amount of senior notes due 2027, pursuant to an effective shelf registration

Regulation FD Disclosure, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on September 12, 2019 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): September 12, 2019 B&G Foods, Inc.

Subject to Completion, Dated September 12, 2019

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-233099 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is

LENDER PRESENTATION 09.10.2019

Exhibit 99.2 LENDER PRESENTATION 09.10.2019 Forward Looking Statements These materials and the oral statements made from time to time by executive officers of B&G Foods may contain “forward - looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, kno wn as the PSLRA. Statements in this pres

B&G Foods Announces Proposed Refinancing — Issues Conditional Notice of Redemption for 4.625% Senior Notes due 2021 —

Exhibit 99.1 B&G Foods Announces Proposed Refinancing — Issues Conditional Notice of Redemption for 4.625% Senior Notes due 2021 — Parsippany, N.J., September 10, 2019—B&G Foods, Inc. (NYSE: BGS), announced today that it intends to refinance its 4.625% senior notes due 2021 and existing indebtedness under its revolving credit facility with new tranche B term loans under B&G Foods’ existing credit

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

As filed with the Securities and Exchange Commission on September 10, 2019 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): September 10, 2019 B&G Foods, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

As filed with the Securities and Exchange Commission on September 4, 2019 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): September 4, 2019 B&G Foods, Inc.

BARCLAYS GLOBAL CONSUMER STAPLES CONFERENCE 09.04.2019 | InterContinental Boston

Exhibit 99.1 BARCLAYS GLOBAL CONSUMER STAPLES CONFERENCE 09.04.2019 | InterContinental Boston Forward Looking Statements These materials and the oral statements made from time to time by executive officers of B&G Foods may contain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 19

Third Amended and Restated Limited Liability Company Agreement of Back to Nature Foods Company, LLC

EXHIBIT 3.8 BACK TO NATURE FOODS COMPANY, LLC THIRD AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BACK TO NATURE FOODS COMPANY, LLC (the “Company”) is made and entered into as of this 2nd day of October, 2017, by B&G Foods North America, Inc., a Delaware corporation and BTN Holdco, Inc., a Delaware

Articles of Incorporation of Clabber Girl Corporation

Exhibit 3.17 ARTICLES OF INCORPORATION OF CLABBER GIRL CORPORATION The undersigned incorporator, desiring to form a corporation (the “Corporation”) pursuant to the provisions of the Indiana Business Corporation Law, as amended (the “Act”), executes the following Articles of Incorporation. ARTICLE I. Name The name of the Corporation is Clabber Girl Corporation. ARTICLE II. Purposes The purpose for

Certificate of Formation of Victoria Fine Foods, LLC

EX-3.21 12 a2239422zex-321.htm EX-3.21 CERT. OF FORMATION OF VICTORIA FINE FOODS, LLC Exhibit 3.21 State of Delaware Secretary of State Division of Corporations Delivered 11:58 AM 01/04/201 FILED 11: 58 AM 01/04/2011 SRV 110007981 - 4917223 FILE CERTIFICATE OF FORMATION OF VICTORIA SPECIALTY FOODS, LLC 1. The name of the limited liability company is Victoria Specialty Foods, LLC. 2. The address of

Certificate of Formation of Back to Nature Foods ServCo, LLC

Exhibit 3.9 State of Delaware Secretary of State Division of Corporations Delivered 02:52 PM 09/23/2013 FILED 02:43 PM 09/23/2013 SRV 131117306 - 5403251 FILE CERTIFICATE OF FORMATION OF BACK TO NATURE FOODS SERVCO, LLC THIS CERTIFICATE OF FORMATION of Back to Nature Foods ServCo, LLC (the “Company”) is being executed and filed by the undersigned initial organizer of the Company for the purpose of

Second Amended and Restated Limited Liability Company Agreement of Victoria Fine Foods, LLC

EX-3.22 13 a2239422zex-322.htm EX-3.22 SECOND A&R LLC AGT. OF VICTORIA FINE FOODS, LLC EXHIBIT 3.22 VICTORIA FINE FOODS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VICTORIA FINE FOODS, LLC (the “Company”) is made and entered into as of this 11th day of September, 2017, by B&G Foods No

Amended and Restated Bylaws of BTN Holdco, Inc.

Exhibit 3.16 AMENDED AND RESTATED BYLAWS OF BTN HOLDCO, INC. (1) ARTICLE I STOCKHOLDERS 1.1. Meetings. 1.1.1. Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2. Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by t

Amended and Restated Bylaws of BTN Foods ServCo Corporation

Exhibit 3.14 AMENDED AND RESTATED BYLAWS OF BTN FOODS SERVCO CORPORATION(1) ARTICLE I STOCKHOLDERS 1.1. Meetings. 1.1.1. Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2. Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be

BGS / B&G Foods, Inc. S-3ASR - - S-3ASR AUTOMATIC SHELF REGISTRATION STATEMENT

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 7, 2019 Registration No.

Certificate of Incorporation of BTN Holdco, Inc.

Exhibit 3.15 State of Delaware Secretary of State Division of Corporations Delivered 03:32 PM 08/07/2012 FILED 03:23 PM 08/07/2012 V 120913522 - 5195160 FILE CERTIFICATE OF INCORPORATION OF BTN HOLDCO, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the

Certificate of Formation of Back to Nature Foods Company, LLC

Exhibit 3.7 State of Delaware Secretary of State Division of Corporations Delivered 11:39 AM 10/17/2012 FILED 11:39 AM 10/17/2012 SRV 121137644 - 5229240 FILE CERTIFICATE OF FORMATION OF BACK TO NATURE FOODS COMPANY, LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company (hereinafter called the “company”), under the provisions and subject to the r

Bylaws of Clabber Girl Corporation

Exhibit 3.18 BYLAWS OF CLABBER GIRL CORPORATION ARTICLE I. Records Pertaining to Share Ownership Section 1.01. Recognition of Shareholders. Clabber Girl Corporation (the “Corporation”) is entitled to recognize a person registered on its books as the owner of shares of the Corporation having the exclusive right to receive dividends and to vote those shares, notwithstanding any other person’s equita

Certificate of Incorporation of BTN Foods ServCo Corporation

Exhibit 3.13 State of Delaware Secretary of State Division of Corporations Delivered 02:53 PM 09/23/2013 FILED 02:44 PM 09/23/2013 SRV 131117330 - 5403252 FILE CERTIFICATE OF INCORPORATION OF BTN FOODS SERVCO CORPORATION The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and

Second Amended and Restated Limited Liability Company Agreement of Back to Nature Foods ServCo, LLC

EX-3.10 5 a2239422zex-310.htm EX-3.10 SECOND A&R LLC AGT. OF BACK TO NATURE FOODS SERVCO, LLC EXHIBIT 3.10 BACK TO NATURE FOODS SERVCO, LLC SECOND AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BACK TO NATURE FOODS SERVCO, LLC (the “Company”) is made and entered into as of this 2nd day of October, 2

Quarterly Report - QUARTERLY REPORT ON FORM 10-Q

As filed with the Securities and Exchange Commission on August 6, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

As filed with the Securities and Exchange Commission on August 1, 2019 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): August 1, 2019 B&G Foods, Inc.

B&G Foods Reports Financial Results for Second Quarter 2019 — Updates Full Year 2019 Guidance —

Exhibit 99.1 B&G Foods Reports Financial Results for Second Quarter 2019 — Updates Full Year 2019 Guidance — Parsippany, N.J., August 1, 2019—B&G Foods, Inc. (NYSE: BGS) today announced financial results for the second quarter and first two quarters of 2019. Financial results for the second quarter and first two quarters of 2019 reflect the impact of the divestiture of Pirate Brands during the fou