B&G Foods : 2025 Annual Report

About this update from B&g Foods, Inc.

™ 2025 Annual Report Net Sales Net Income (Loss) Adjusted EBITDA* (Dollars in millions) (Dollars in millions) (Dollars in millions) Financial Highlights $ 2,056.3 $ 2,163.0 $ 2,062.3 $ 1,932.5 $ 1,828.7 $ 67.4 $ (11.4) $ 358.0 $ 301.0 $ 318.0 $ 295.4 $ 272.2 21 22 23 24 25 $ (66.2) $ (43.3) 21 22 23 24 25 21 22 23 24 25 $ (251.3) * Adjusted EBITDA is a "non-GAAP (Generally Accepted Accounting Principles) financial measure." Please see the discussion within Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the following Annual Report for a more detailed discussion of adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures for fiscal 2025 and 2024, along with the components of adjusted EBITDA. For a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures for fiscal 2023, 2022 and 2021, along with the components of adjusted EBITDA, please see our 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024 and our 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023, each available at https://www.sec.gov . ™ To Our Stockholders: Business Performance Fiscal 2025 reflected a challenging operating environment for B&G Foods and the broader packaged foods industry, driven by continued softness in center-store categories, evolving consumer purchasing patterns and the negative impact of tariffs. Despite these headwinds, we made meaningful progress toward our long-term goals of reshaping our portfolio and reducing leverage. Net sales for fiscal 2025 were $1.829 billion, a decrease of 5.4%. The year-over-year decline primarily reflects lower base business net sales* as well as the Don Pepino and Sclafani divestitures in the second quarter of fiscal 2025, the Le Sueur U.S. divestiture in the third quarter of fiscal 2025, partially offset by the impact of a 53 rd week in fiscal 2025. Adjusted EBITDA * declined 7.9% to $272.2 million, driven by lower base business net sales, higher raw material costs, including tariffs, and the divestitures described above. These pressures were partially offset by lower net interest expense and continued cost discipline. Adjusted EBITDA as a percentage of net sales for fiscal 2025 was 14.9%. Our fourth quarter 2025 results demonstrated improving underlying trends. Base business net sales for the quarter were $539.6 million, increasing 0.8% from the fourth quarter of 2024. The increase in base business net sales was driven by net pricing, an increase in volume and the impact of product mix and the 53 rd week. Fourth quarter adjusted EBITDA of $84.7 million, was slightly down versus 2024 driven by the impact of divestitures and tariff costs. The strongest net sales performance was in our Spices & Flavor Solutions business unit, with fourth quarter 2025 net sales up 4.2% versus the fourth quarter of last year. While the fourth quarter showed encouraging signs of stabilization, we continue to see uncertainty in the near term on center-store trends. Portfolio Shaping We remain committed to reshaping and restructuring our portfolio to sharpen focus, simplify our portfolio, improve margins and cash flow, and maximize future value creation. This is a very high priority for our company and critical to our future strategic direction and risk profile. The endgame is to create a more highly focused B&G Foods, with adjusted EBITDA as a percentage of net sales approaching 20%, increased cash flow generation, lower net leverage, a more efficient cost structure, and clear synergies within the portfolio. Building this stable platform can ultimately be the foundation for future, focused M&A growth. We recently reached a significant milestone in the reshaping and restructuring of the B&G Foods portfolio by completing the sale of the Green Giant U.S. frozen business to Seneca Foods Corporation in March 2026. This transaction represents the largest step in our portfolio transformation, that should result in stronger focus, simplification, greater synergies, and higher margins across the core shelf-stable business lines. The Green Giant frozen business has not been the right fit for the B&G Foods portfolio with seasonal production, a different temperature state, geographic complexity, and higher working capital intensity. Another milestone we achieved on the path to reshaping our portfolio during fiscal 2025 included entering into an agreement in the fourth quarter of 2025 to sell our Green Giant and Le Sieur frozen and shelf-stable product lines in Canada to Nortera Foods Inc., which, subject to regulatory approval in Canada and customary closing conditions, is expected to close during the second quarter of 2026. Also, during the third quarter of 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms and during the second quarter of 2025, we completed the sale of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes to Violet Foods LLC. We continue to review our remaining portfolio for possible divestitures of non-core assets. We also recently announced the closing of the acquisition of the College Inn and Kitchen Basics broth and stock businesses from Del Monte Foods. The broth and stock category is attractive, maintains good margins, and has grown low to mid-single digits over the past year. Like the spices & seasonings category, broths have been propelled by the growth in the fresh perimeter of the store as a critical component for the preparation and cooking of fresh meals and soups. The College Inn and Kitchen Basics brands have relevant well-known brand equities, strong distribution presence, and high-quality products. * Base business net sales and adjusted EBITDA are "non-GAAP (Generally Accepted Accounting Principles) financial measures." Please see the discussion within Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operation" in the following Annual Report on Form 10-K for a more detailed discussion of base business net sales and adjusted EBITDA and reconciliations of base business net sales and adjusted EBITDA with the most directly comparable GAAP measures along with the components of base business net sales and adjusted EBITDA. The net result of these divestitures and acquisition will deliver a more focused portfolio that is expected to generate positive adjusted EBITDA growth, stronger cash flows, lower working capital intensity, reduced leverage, and higher gross and adjusted EBITDA margins. Debt Reduction We are committed to reducing leverage and balance sheet risk and in fiscal 2025 we took decisive steps to advance this priority. In addition to the divestitures noted above, we also amended our credit agreement to enhance covenant flexibility and repaid and repurchased a portion of our long-term debt to improve our consolidated leverage ratio. Through these steps, combined with disciplined capital allocation and improved cash generation, we reduced our net debt to $1.912 billion at the end of the fourth quarter of 2025, compared to $1.994 billion at the end of the fourth quarter of 2024 and $2.023 billion at the end of the fourth quarter of 2023. Investment Highlights In our twenty-one years as a publicly held company, we have proven our commitment to creating stockholder value by consistently returning a meaningful portion of our excess cash to stockholders in the form of a cash dividend. We have paid a dividend every quarter since our initial public offering. We have been able to maintain our dividend policy year after year by growing net sales and adjusted EBITDA over the past twenty-one years at compound annual growth rates of 7.9% and 6.7%, respectively. During 2025, we returned $60.6 million of cash to our stockholders in the form of dividends. Corporate Social Responsibility We continue to advance our corporate social responsibility efforts and sustainability goals. Disclosures regarding the steps we have been taking over the years to enhance our corporate social responsibility efforts and to minimize our impact on the environment, including our sustainability goals and the progress we have been making to achieve those goals are available at https://www.bgfoods.com/about/responsibility .† A highlight within our corporate social responsibility program is our philanthropic partnership with America's Grow-a-Row (AGAR). As a leading manufacturer of high-quality, well known food brands, we believe we can make a difference in the community by supporting causes and organizations that promote food security and education to ensure those in need have access to safe and nutritious food. AGAR is a not-for-profit organization that grows and gleans fresh, healthy fruits and vegetables that are donated to those suffering from hunger or living in areas that lack reliable access to fresh, affordable produce. Beginning in 2023 we have made annual donations of $250,000 to AGAR, which results in the planting, growing, harvesting and distribution of 1.25 million servings per year of fresh produce to communities in need across the United States. In addition, during the harvest season in New Jersey, we hold volunteer days at AGAR in which our employees help harvest fresh produce that is donated to those in need. Fiscal 2026 Looking ahead, fiscal 2026 is poised to be a transformational year for B&G Foods with a more focused, higher margin and stable portfolio. We expect continued improvement in base business trends toward our long-term objective of 1% base business growth per annum supplemented by acquisition growth. We will also become a less complex, more efficient and leaner company as we simplify our portfolio and right-size operations to focus resources on our core categories: spices and seasonings, meals, and baking staples. B&G Foods is making strong progress against our long-term goals: Improving Base Business Net Sales Portfolio Shaping Reducing Leverage In Closing Overall, the B&G Foods team responded well to the challenges facing our company and the packaged foods industry in 2025 and we remain focused on our critical priorities. As we execute our transformation, we remain guided by our core values: passion for what we do, our commitment to food safety & quality ; diversity & inclusion ; integrity & accountability ; our customer & consumer focus ; our commitment to the safety & health of our employees ; and our belief in collaboration & empowerment . With a more focused portfolio, stronger balance sheet and improving base business trends, we are confident in the path ahead and committed to driving our business forward in 2026. Sincerely, Kenneth C. "Casey" Keller President and Chief Executive Officer March 24, 2026 † The information contained on our website, including the information in our corporate social responsibility reports, is not part of, and is not incorporated in, this or any other document or report we file with or furnish to the SEC. As filed with the Securities and Exchange Commission on March 3, 2026 (Mark one) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 3, 2026 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Delaware (State or other jurisdiction of incorporation or organization) Commission file number 001-32316 B&G FOODS, INC. (Exact name of Registrant as specified in its charter) 13-3918742 (I.R.S. Employer Identification No.) 8 Sylvan Way, Parsippany, New Jersey (Address of principal executive offices) 07054 (Zip Code) Registrant's telephone number, including area code: (973) 401-6500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.01 per share BGS New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ⌧ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer ⌧ Non-accelerated filer Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧ The aggregate market value of the registrant's outstanding shares of common stock held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all directors and executive officers are affiliates of the registrant) as of June 27, 2025, the last business day of the registrant's most recently completed second fiscal quarter, was $337,917,765 (based on the $4.39 per share closing price of the registrant's common stock on that date as reported on the New York Stock Exchange). As of February 26, 2026, the registrant had 79,971,360 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Selected designated portions of the registrant's definitive proxy statement to be filed on or before May 4, 2026 in connection with the registrant's 2026 annual meeting of stockholders are incorporated by reference into Part III of this annual report. B&G FOODS, INC. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 3, 2026 TABLE OF CONTENTS Page Item 1. PART I Business ......................................................................... 5 Item 1A. Risk Factors ...................................................................... 15 Item 1B. Unresolved Staff Comments......................................................... 29 Item 1C. Cybersecurity ..................................................................... 29 Item 2. Properties ........................................................................ 31 Item 3. Legal Proceedings ................................................................. 31 Item 4. Item 5. Mine Safety Disclosures ............................................................ PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . .............................................................. 31 32 Item 6. [Reserved] ....................................................................... 34 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .............................. 53 Item 8. Financial Statements and Supplementary Data .......................................... 54 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . 98 Item 9A. Controls and Procedures ............................................................ 98 Item 9B. Other Information ................................................................. 99 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ........................ 99 Item 10. PART III Directors, Executive Officers and Corporate Governance ................................. 99 Item 11. Item 12. Executive Compensation............................................................ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .......................................................................... 99 100 Item 13. Certain Relationships and Related Transactions, and Director Independence ................. 100 Item 14. Principal Accountant Fees and Services ............................................... 100 Item 15. PART IV Exhibits, Financial Statement Schedules ............................................... 101 Item 16. Form 10-K Summary .............................................................. 104 Signatures................................................................................... 105 Forward-Looking Statements This report includes forward-looking statements, including, without limitation, the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations." The words "believes," "belief," "expects," "projects," "intends," "anticipates," "assumes," "could," "should," "estimates," "potential," "seek," "predict," "may," "will" or "plans" and similar references to future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by any forward-looking statements. We believe important factors that could cause actual results to differ materially from our expectations include the following: our substantial leverage, which may impact our ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; our ability to comply with the ratios or tests under our long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under our credit agreement, which may be affected not only by our operating performance but also by events beyond our control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on our procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in the supply of commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; our ability to successfully implement sales price increases and cost-saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for our products and local economic and market conditions; our continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of our company and our supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks may have on our business, including among other things, our supply chain, our manufacturing operations, our workforce and customer and consumer demand for our products; our ability to recruit and retain senior management and a highly skilled and diverse workforce at our corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of our business through acquisitions or reduction in size through divestitures; our possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of our Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen our focus, improve our margins, reduce costs and reduce our long-term debt, and, if completed, our possible inability to achieve the expected margin improvements, cost savings and debt reduction; whether and when the closing conditions for our pending acquisition of the College Inn and Kitchen Basics brands will be satisfied and whether and when the acquisition will close, and our possible inability to identify new acquisitions or to integrate recent, pending or future acquisitions, or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent, pending or future acquisitions; our ability to successfully complete the integration of recent, pending or future acquisitions into our enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; our ability to access the credit markets and our borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of our competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of our goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if our operating results for any of our brands deteriorate at rates in excess of our current projections, our market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; our ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; our ability to successfully implement our sustainability initiatives and achieve our sustainability goals, and changes to environmental laws and regulations; our ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors' pricing practices and promotional spending levels; fluctuations in the level of our customers' inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of our third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods products or injure our reputation; and other factors discussed elsewhere in this report, including under Part I, Item 1A, "Risk Factors," and in our other public filings with the Securities and Exchange Commission (SEC). Developments in any of these areas could cause our results to differ materially from results that have been or may be projected by us or on our behalf. All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report. We caution that the foregoing list of important factors is not exclusive. There may be other factors that may cause our actual results to differ materially from the forward-looking statements in this report, including factors disclosed under the sections of this report titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties. We urge you not to unduly rely on forward-looking statements contained in this report. ‌PART I Item 1. Business. Overview The terms "B&G Foods," "our," "we" and "us," as used in this report, refer to B&G Foods, Inc. and its wholly owned subsidiaries, except where it is clear that the term refers only to the parent company. Throughout this report, we refer to our fiscal years ended December 30, 2023, December 28, 2024, January 3, 2026 and January 2, 2027 as "fiscal 2023," "fiscal 2024," "fiscal 2025" and "fiscal 2026," respectively. Typically, our fiscal years and fiscal quarters consist of 52 and 13 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our other fiscal quarters. As a result, a 53rd week is added to our fiscal year every five or six years. Fiscal 2026 contains 52 weeks, fiscal 2025 contained 53 weeks, and fiscal 2024 and 2023 each contained 52 weeks. Each quarter of fiscal 2026 will contain 13 weeks, and the first three quarters of fiscal 2025 and each quarter of fiscal 2024 and fiscal 2023 contained 13 weeks. The fourth quarter of fiscal 2025 contained 14 weeks. When we refer to a "quarter" in this report, we are referring to a fiscal quarter. B&G Foods manufactures, sells and distributes a diverse portfolio of branded, high-quality, shelf-stable and frozen food and household products across the United States, Canada and Puerto Rico. Many of our branded products have leading regional or national market shares. In general, we position our products to appeal to the consumer desiring a high-quality and reasonably priced product. We complement our branded product retail sales with institutional and foodservice sales and private label sales. B&G Foods, including our subsidiaries and predecessors, has been in business for over 130 years. We were incorporated in Delaware on November 25, 1996 under the name B Companies Holdings Corp. On August 11, 1997, we changed our name to B&G Foods Holdings Corp. On October 14, 2004, B&G Foods, Inc., then our wholly owned subsidiary, was merged with and into us and we were renamed B&G Foods, Inc. Our company has been built upon a successful track record of both organic and acquisition-related growth. Our goal is to continue to increase sales, profitability and cash flows through organic growth, disciplined acquisitions of complementary branded businesses and new product development. Since 1996, we have successfully acquired and integrated more than 50 brands into our company. The table below includes some of the acquisitions and the divestitures we have completed in recent years or which are currently pending: Date Significant Event March 2026 Divestiture of the Green Giant U.S. frozen product business, which was sold to Seneca Foods Corporation, referred to as the " Green Giant U.S. frozen divestiture" in the remainder of this report. January 2026 Agreement to acquire the broth and stock business of Del Monte Foods Corporation II Inc. and its affiliates, including the College Inn and Kitchen Basics brands, referred to as the " College Inn and Kitchen Basics acquisition" in the remainder of this report. Subject to customary closing conditions and the simultaneous closing of two other pending sales by Del Monte Foods unrelated to B&G Foods or the broth and stock business, we expect the pending acquisition to close during the first quarter of 2026. October 2025 Agreement to divest our Green Giant and Le Sieur frozen and shelf-stable product lines in Canada to Nortera Foods Inc., referred to as the " Green Giant Canada divestiture" in the remainder of this report. Subject to regulatory approval in Canada and customary closing conditions, we expect the pending divestiture to close during the second quarter of 2026. August 2025 Divestiture of the Le Sueur U.S. shelf-stable vegetable brand, which was sold to McCall Farms, Inc., referred to as the " Le Sueur U.S. divestiture" in the remainder of this report. May 2025 Divestiture of the Don Pepino and Sclafani brands of pizza and spaghetti sauces, crushed tomatoes, tomato puree and whole peeled tomatoes, which was sold to Violet Foods LLC, a portfolio company of Amphora Equity Partners LLC, referred to as the " Don Pepino divestiture" in the remainder of this report. November 2023 Divestiture of the Green Giant U.S. shelf-stable product line, which was sold to Seneca Foods Corporation, referred to as the " Green Giant U.S. shelf-stable divestiture" in the remainder of this report. January 2023 Divestiture of the Back to Nature business, which was sold to Barilla America, referred to as the " Back to Nature sale" in the remainder of this report. May 2022 Acquisition of the frozen vegetable manufacturing operations of Growers Express, LLC, referred to as the "Yuma acquisition" in the remainder of this report. December 2020 Acquisition of the Crisco brand of oils and shortening from The J. M. Smucker Co., referred to as the " Crisco acquisition" in the remainder of this report. Reportable Segments We have four reportable segments (also referred to as business units), as follows: Specialty, which includes, among others, the Crisco , Clabber Girl , Bear Creek , Polaner , Underwood , B&G , Grandma's , New York Style , B&M , Baker's Joy , Regina , TrueNorth , Static Guard, SugarTwin and Brer Rabbit brands and included the Don Pepino and Sclafani brands until our divestiture of those brands on May 23, 2025; Meals, which includes, among others, the Ortega , Maple Grove Farms , Cream of Wheat , Las Palmas , Victoria , Mama Mary's , Spring Tree , McCann's , Carey's and Vermont Maid brands; Frozen & Vegetables, which primarily includes the Green Giant brand and included the Le Sueur brand in the United States until its divestiture on August 1, 2025; and Spices & Flavor Solutions, which includes, among others, the Dash , Spice Islands , Weber , Ac'cent , Tone's , Trappey's , Durkee and Wright's brands. Products and Markets The following is a brief description of some of our brands and product lines: The Green Giant brand traces its roots to Le Sueur, Minnesota in 1903, and the Minnesota Valley Canning Company. For more than 100 years, Green Giant vegetables have been grown and picked at the peak of perfection in the Valley of the Jolly Green Giant. The Crisco brand was introduced in 1911 and has revolutionized the way food is prepared and the way it tastes. From being the first shortening product made of plant-based oils and oil seeds to creating the first cooking oil that was promoted for its light taste, Crisco has been making life in the kitchen more delicious for years. Today, Crisco is the number one brand of vegetable shortening, the number one brand of vegetable oil and also holds a leadership position in other cooking oils and cooking sprays. The Ortega brand has been in existence since 1897. Its products span the shelf-stable Mexican food segment including taco shells, tortillas, seasonings, dinner kits, taco sauces, peppers, refried beans, salsas and related food products. Clabber Girl , which originated as a wholesale grocery company dating back to the 1850s, is a leader in baking products, including baking powder, baking soda and corn starch. In addition to Clabber Girl , the number one retail baking powder brand, product offerings also include the Rumford , Davis , Hearth Club and Royal brands of retail baking powder, baking soda and corn starch, and the Royal brand of foodservice dessert mixes. The Maple Grove Farms of Vermont brand, which originated in 1915, is one of the leading brands of pure maple syrup sold in the United States. Other products under the Maple Grove Farms of Vermont label include a line of gourmet salad dressings, sugar free syrups, fruit-flavored syrups, pancake mixes and organic products. The Cream of Wheat brand was introduced in 1893 and is among the leading brands and one of the most trusted and widely recognized brands of hot cereals sold in the United States. Cream of Wheat is available in Original, Whole Grain and Maple Brown Sugar stove top, and also in instant packets of Original and other flavors. We also offer Cream of Rice , a gluten-free, rice-based hot cereal. The Dash brand, which was introduced in 1983 as the original brand in salt-free seasonings, is available in more than a dozen blends. In 2005, the leading brand in salt-free seasonings introduced salt-free marinades. Dash's brand essence, "Salt-Free, Flavor-Full," resonates with consumers and underscores the brand's commitment to provide healthy products that fulfill consumers' expectations for taste. Prior to 2020, the brand was known as Mrs. Dash . The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce, chili sauce and various pepper products. Victoria Fine Foods is a Brooklyn-based business founded in 1929. The Victoria brand offers a variety of premium pasta and specialty sauces. Using traditional cooking methods, Victoria sauces are slow kettle-cooked to ensure rich flavor and a homemade taste. Committed to its values of quality, honesty, authenticity and community, Victoria believes that Ingredients Come First . The Spice Islands brand, established in San Francisco in 1941, is a leading premium spices and extracts brand offering a diverse line of high-quality products including spices, seasonings, dried herbs, extracts, flavorings and sauce blends. The brand's offerings include organic products. The Bear Creek Country Kitchens brand is the leading brand of hearty dry soup mixes in the United States. The Polaner brand was introduced in 1880 and is comprised of a broad array of fruit-based spreads as well as jarred wet spices such as chopped garlic and oregano. Polaner All Fruit is a leading national brand of fruit-juice sweetened fruit spread. The spreads are available in more than a dozen flavors. Polaner Sugar Free preserves are the second leading brand of sugar free preserves nationally. The Polaner brand recently introduced Polaner Verry Berry fruit spreads and Polaner organic preserves. The Weber brand of seasonings and other flavor enhancers was introduced in 2006 under a licensing agreement with Weber-Stephen Products LLC, maker of the popular Weber grills. Under the Weber brand, we offer a wide range of grilling seasoning blends, rubs, marinades, sprays and sauces. The Underwood brand's " Underwood Devil " logo, which was registered in 1870, is believed to be the oldest registered trademark still in use for a prepackaged food product in the United States. Underwood meat spreads, which were introduced in the late 1860s, include deviled ham, white-meat chicken, roast beef, corned beef and liverwurst. The Ac'cent brand was introduced in 1947 as a flavor enhancer for meat preparation and is generally used on beef, poultry, fish and vegetables. We believe that Ac'cent is positioned as a unique flavor enhancer that provides food with the "umami" flavor sensation. The Mama Mary's brand was introduced in 1986 and is a leading brand of shelf-stable pizza crusts. Mama Mary's also offers pizza sauces and premium gourmet pepperoni slices. The Spring Tree brand originated in 1976 in Brattleboro, Vermont, and consists of pure maple syrup and sugar free syrup. The Grandma's brand of molasses, which was introduced in 1890, is the leading brand of premium-quality molasses sold in the United States. Grandma's molasses products are offered in two distinct styles: Grandma's Original Molasses and Grandma's Robust Molasses. The Bloch & Guggenheimer (B&G) brand originated in 1889, and its pickle, pepper and relish products are a leading brand in the New York metropolitan area. This line consists of shelf-stable pickles, peppers, relishes, olives and other related specialty items. The Tone's brand started as a family business in 1873 and was responsible for many of the early advancements in the spice industry. The Tone's brand sells predominantly in the club channel while also servicing traditional grocery. The New York Style brand was created in 1985 and includes Original Bagel Crisps , Pita Chips and Panetini Italian Toast. The Trappey's brand, which was introduced in 1898, has a Louisiana heritage. Trappey's products fall into two major categories-high-quality peppers and hot sauces, including Trappey's Red Devil . The Old London brand was created in 1932 and offers a variety of flavors available in melba toast snacks. The TrueNorth brand was introduced in 2008. TrueNorth nut cluster snacks combine freshly roasted nuts, a dash of sea salt and just a hint of sweetness. TrueNorth varieties include almond pecan crunch, chocolate nut crunch and cashew crunch. The B&M brand was introduced in 1927. The B&M line includes a variety of baked beans and brown bread. The Cary's brand originated in 1904 and is the oldest brand of pure maple syrup in the United States. Cary's also offers sugar free syrup. The Baker's Joy brand was introduced in 1982 and is the original brand of no-stick baking spray with flour. Baker's Joy 's product proposition has been to "generate a perfect release from the pan every time," making baking easier, faster and more successful for everyday bakers. The Regina brand, which has been in existence since 1949, includes vinegars and cooking wines. Regina products are most commonly used in the preparation of salad dressings as well as in a variety of recipe applications, including sauces, marinades and soups. The McCann's brand has been in existence since 1800 and offers classic traditional steel cut Irish oatmeal as well as convenience-oriented oatmeal products. The Durkee brand was established in 1850 and, like our Tone's brand, started as a family business and was an early leader in the spice industry. The Wright's brand was introduced in 1895 and is a seasoning that reproduces the flavor and aroma of pit smoking in meats, chicken and fish. Wright's is offered in three flavors: Hickory, Mesquite and Applewood. The Static Guard brand, the number one brand name in static elimination sprays, created the anti-static spray category when it was launched in 1978 to fulfill a previously unmet consumer need. The brand's ability to consistently deliver on its promise to "instantly eliminate static cling" has resulted in a loyal consumer following. The Sugar Twin brand, primarily sold in Canada, was developed in 1968 and is a calorie free sugar substitute. The Joan of Arc brand, which originated in 1895, includes a full range of canned beans including kidney, chili and other varieties. The Brer Rabbit brand has been in existence since 1907 and currently offers mild and full-flavored molasses as well as blackstrap molasses. Mild molasses is designed for table use and full-flavored molasses is typically used in baking, barbeque sauces and as a breakfast syrup. The Sa-són brand was introduced in 1947 as a flavor enhancer used primarily for Puerto Rican and Hispanic food preparation. The product is generally used on beef, poultry, fish and vegetables. The brand's flavor enhancer is offered in four flavors: Original, Coriander and Achiote, Garlic and Onion, and Tomato. We also offer reduced sodium versions of Sa-són . The Vermont Maid brand has been in existence since 1919 and offers maple-flavored syrups. Vermont Maid syrup is available in regular, sugar free and sugar free butter varieties. The New York Flatbreads brand is a line of thin, crispy, flavorful crispbread that is available in several toppings. The Molly McButter brand created the butter-flavored sprinkles category in 1987. Molly McButter is available in butter and cheese flavors. Food Industry The food industry is one of the United States' largest industries. Historically, it has been characterized by relatively stable sales growth, based largely on price and population increases. In recent years, however, except during the COVID-19 pandemic, many traditional center of store grocery brands in the industry have often experienced flat to modestly declining sales. Over the past decade or so, the retail side of the food industry has seen a continuing shift of sales to alternate food outlets such as supercenters, warehouse clubs, organic and "natural" food stores, dollar stores, drug stores and e-tailers. Among other things, this shift has caused consolidation of traditional grocery chains into larger entities, often spanning the country under varying banner names. Consolidation has increased the importance of having a number one or two brand within a category, be that position national or regional. At the same time, this shift has also introduced many alternatives to traditional grocery chains. A broad sales and distribution infrastructure has also become critical for food companies, allowing them to reach all outlets selling food to consumers and expanding their growth opportunities. Sales, Marketing and Distribution Overview. We sell, market and distribute our products through a multiple-channel sales, marketing and distribution system to all major U.S. food channels, including sales and shipments to supermarkets, mass merchants, warehouse clubs, wholesalers, foodservice distributors and direct accounts, specialty food distributors, military commissaries and non-food outlets such as drug, dollar store chains and e-tailers. Certain of our brands, including Dash, Green Giant , Crisco, Cream of Wheat , Ac'cent , Crock Pot ® seasoning mixes, Underwood , Polaner , Static Guard , New York Style , Sugar Twin and Victoria are also distributed to similar food channels in Canada. We sell, market and distribute our household brand, Static Guard , through the same sales, marketing and distribution system to many of the same customers who buy our food products as well as to other household product retailers and distributors. We sell our products directly and through broker sales networks to supermarket chains, foodservice outlets, mass merchants, warehouse clubs, non-food outlets and specialty distributors. Depending on the customer, either our internal sales force or our broker sales network handles the sale of our products at the retail level. Sales. Our sales organization is aligned by distribution channels and consists of regional sales managers, key account managers and sales persons. Regional sales managers sell our products nationwide directly and through national and regional brokers, with separate organizations focusing on foodservice, grocery chain accounts and special markets. Our sales managers coordinate our direct and broker sales efforts, make key account calls with buyers or distributors and supervise direct and broker retail coverage of the products at the store level. Our sales strategy is centered on individual brands. We allocate promotional spending for each of our brands and our regional sales managers coordinate promotions with customers. Additionally, our marketing employees work in conjunction with our sales department to coordinate special account activities and marketing support, such as couponing, public relations and media advertising. We have a national sales force that is capable of supporting our current brands and quickly integrating and supporting any newly acquired brands. Marketing. Our marketing organization is organized within our business units and aligned by brand and is responsible for the strategic planning for each of our brands. We focus on deploying promotional dollars where we believe the spending will have the greatest impact on sales. Marketing and trade spending support, on a national basis, typically consists of advertising trade promotions, coupons and cross-promotions with supporting products. Radio, internet, social media and limited television advertising supplement this activity. Distribution. We distribute our products through a multiple-channel system that covers every class of customer nationwide. Due to the different demands of distribution for frozen and shelf-stable products, we maintain separate distribution systems. Our shelf-stable distribution network consists of six primary distribution centers in the United States, four of which are leased by us and are operated for us by a third-party logistics provider, one that is located at an owned manufacturing facility and is operated by us, and one that is located at an owned manufacturing facility and is operated by a third-party logistics provider. We also ship to certain customers direct from some of our manufacturing facilities. In Canada, Mexico and from time to time in the United States we also use public warehouse and distribution facilities for our shelf-stable products. Our frozen distribution network consists of seven primary distribution centers in the United States and Canada, which are owned and operated by third-party logistics providers, and which are transitioning, or are expected to transition, to the acquirers of the Green Giant U.S. frozen and Green Giant Canada businesses. We believe that our distribution systems for shelf-stable and frozen products have sufficient capacity to accommodate incremental product volume. See Item 2, "Properties" for a listing of our owned and leased distribution centers and warehouses. In recent years, we have been negatively impacted by industry-wide increases in the cost of distribution, primarily driven by increased freight rates. We attempt to offset all or a portion of these increases through price increases and cost savings initiatives. Freight rates remained elevated during fiscal 2023, 2024 and 2025, and we expect freight rates to remain elevated during fiscal 2026. To the extent that we are unable to offset present and future cost increases through pricing and cost savings initiatives, our operating results will be negatively impacted. Customers Our top ten customers accounted for approximately 63.6% of our net sales and approximately 68.0% of our end of the year receivables for fiscal 2025. Other than Walmart, which accounted for approximately 31.0% of our fiscal 2025 net sales, no single customer accounted for 10.0% or more of our fiscal 2025 net sales. Other than Walmart, which accounted for approximately 39.0% of our receivables as of January 3, 2026, no single customer accounted for more than 10.0% of our receivables as of January 3, 2026. During fiscal 2025, 2024 and 2023, our net sales to foreign countries represented approximately 9.1%, 9.1% and 8.6%, respectively, of our total net sales. Our foreign sales are primarily to customers in Canada. Seasonality Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons/weather or certain other annual events. In general, our sales are higher in the first and fourth quarters. We purchase most of the produce used to make our frozen and shelf-stable canned vegetables, pickles, relishes, peppers, tomatoes and other related specialty items during the months of June through October, and we generally purchase the majority of our maple syrup requirements during the months of April through August. Consequently, our liquidity needs are greatest during these periods. Competition We face competition in each of our product lines. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, advertising and other activities and the ability to identify and satisfy emerging consumer preferences. We compete with numerous companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources and may have lower fixed costs and/or be substantially less leveraged than we are. Our ability to grow our business could be impacted by the relative effectiveness of, and competitive response to, our product initiatives, product innovation, advertising and promotional activities. In addition, from time to time, we experience margin pressure in certain markets as a result of competitors' pricing practices. Our products compete not only against other brands in their respective product categories, but also against products in similar or related product categories. For example, our shelf-stable pickles compete not only with other brands of shelf-stable pickles, but also with pickle products found in the refrigerated sections of grocery stores, and all our brands compete against private label products to varying degrees. Raw Materials We purchase raw materials, including agricultural products, oils, meat, poultry, flour, ingredients and packaging materials from growers, commodity processors, other food companies and packaging suppliers located in U.S. and foreign locations. The principal raw materials for our products include corn, peas, broccoli, oils, beans, pepper, garlic and other spices, maple syrup, wheat, corn, nuts, cheese, fruits, beans, tomatoes, peppers, meat, sugar, concentrates, molasses and corn sweeteners. Vegetables for the Green Giant brand are primarily purchased under dedicated acreage supply contracts from a number of growers prior to each growing season with the remaining demand being sourced directly from third parties. We purchase certain other agricultural raw materials in bulk or pursuant to short-term supply contracts. Most of our agricultural products are purchased between April 1 and October 31. We generally source pepper, garlic and other spices and herbs from locations other than the United States. We purchase the majority of our maple syrup from Canada. We also use packaging materials, particularly glass jars, cans, cardboard and plastic containers. The profitability of our business relies in substantial part on the prices we and our co-packers pay for these raw materials and packaging materials, which can fluctuate due to a number of factors, including changes in crop size, national, state and local government sponsored agricultural programs, export demand, currency exchange rates, natural disasters, weather conditions during the growing and harvesting seasons, water supply, general growing conditions, the effect of insects, plant diseases and fungi, and glass, metal and plastic prices. Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. The cost of labor, manufacturing, energy, fuel, packaging materials and other costs related to the production and distribution of our food products can from time to time increase significantly and unexpectedly. For example, we experienced sudden and high cost inflation in fiscal 2021, fiscal 2022 and early 2023. Costs remained elevated in fiscal 2023, fiscal 2024 and fiscal 2025, and we expect costs to remain elevated in fiscal 2026. We attempt to manage these risks by entering into short-term supply contracts and advance commodities purchase agreements, implementing cost-saving measures and raising sales prices. Beginning in the fourth quarter of 2022 through fiscal 2023, we saw improvements in our gross profit and gross profit margins as our net pricing largely caught up with input cost increases. Gross profit and gross profit margins remained relatively stable in fiscal 2024 and fiscal 2025. However, to the extent we are unable to avoid or offset any present or future cost increases by locking in our costs, implementing cost-saving measures or increasing prices to our customers, our operating results could be materially adversely affected. In addition, if input costs decline, customers may look for price reductions in situations where we have locked into purchases at higher costs. During the past several years, our cost-saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient and packaging and distribution costs. Production Manufacturing. We operate ten manufacturing facilities. See Item 2, "Properties" for a listing of our manufacturing facilities. Co-Packing Arrangements. In addition to our own manufacturing facilities, we source a significant portion of our products under "co-packing" arrangements, a common industry practice in which manufacturing is outsourced to other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize company-owned manufacturing facilities most effectively. Third parties located in U.S. and foreign locations produce our Baker's Joy , B&M , Bear Creek Country Kitchens , Canoleo , Cream of Rice , Crock Pot , Joan of Arc , New York Flatbreads , Regina , Spring Tree , Static Guard , Sugar Twin , TrueNorth and Underwood products and a portion of our B&G , Cary's , Cream of Wheat , Crisco , Green Giant , Las Palmas , MacDonald's , McCann's and Ortega products under co-packing agreements or purchase orders. Each of our co-packers produces products for other companies as well. We believe that there are alternative sources of co-packing production readily available for the majority of our products. However, we may experience short-term or long-term disturbances in our operations and our ability to implement our business plan or meet consumer demand if we are unexpectedly required to change our co-packing arrangements or are unable to enter into additional or alternative arrangements in the future. Trademarks and Licensing Agreements Trademarks. We consider our trademarks, in the aggregate, to be material to our business. We protect our trademarks by registration in the United States, Canada and in other countries where we sell our products. We also oppose any infringement in key markets. Trademark protection continues in some countries for as long as the mark is used and in other countries for as long as it is registered. Registrations generally are for renewable, fixed terms. Examples of our trademarks and registered trademarks include Ac'cent, B&G, B&G Sandwich Toppers, B&M, Baker's Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary's, Clabber Girl , Cream of Rice, Cream of Wheat, Crisco, Dash, Durkee , Grandma's, Green Giant, Joan of Arc, Las Palmas, MacDonald's, Mama Mary's, Maple Grove Farms of Vermont, McCann's , Molly McButter, New York Flatbreads, New York Style, Old London, Ortega, Polaner, Regina, Sa-són, Spice Islands , Spring Tree, Static Guard, Sugar Twin, Tone's , Trappey's, TrueNorth, Underwood, Vermont Maid , Victoria and Wright's . Inbound License Agreements. From time to time we enter into inbound licensing agreements. For example, we sell Weber seasonings and other flavor enhancers pursuant to a licensing agreement with Weber-Stephen Products LLC, Crockpot seasoning mixes pursuant to a license agreement with Sunbeam Products, Inc., Skinnygirl fat free and sugar- free salad dressings and sugar free cocktail inspired preserves pursuant to a license agreement with Better Bites, LLC, Cinnamon Toast Crunch Cinnadust seasoning blend pursuant to a license agreement with a subsidiary of General Mills, Inc., Einstein Bros. everything bagel seasoning blend pursuant to a license agreement with Einstein Noah Restaurant Group, Inc., and Cream of Wheat Cinnabon ® , a co-branded product, pursuant to a license agreement with a subsidiary of Cinnabon Franchisor SPV LLC. Outbound License Agreements. We also from time to time enter into outbound license agreements for our trademarks and other intellectual property. Human Capital As of January 3, 2026, our workforce consisted of 2,497 employees. Of that total, 2,085 employees were engaged in manufacturing, 164 were engaged in warehouse and distribution, 130 were engaged in marketing and sales, and 118 were engaged in administration. Approximately 48.3% of our employees, located at six manufacturing facilities in the United States and one manufacturing facility in Mexico, are covered by collective bargaining agreements. See "- Labor Relations and Collective Bargaining Agreements" below. Our Core Values; Compliance and Ethics. At B&G Foods, we are committed to providing quality products and observing high ethical standards in the conduct of our business. Together with our predecessors, we have been doing so since the 1800s. Our core values: passion ; food safety and quality ; diversity and inclusion ; integrity and accountability ; customer and consumer focus ; safety and health at work ; collaboration ; and empowerment , have been critical to our success. Our Code of Business Conduct and Ethics, referred to as our Code, serves as a guide for all directors, officers, employees and representatives of B&G Foods in our daily interactions with our customers, consumers, stockholders, regulatory agencies, supply chain partners and fellow employees. We provide annual and periodic training and educational materials to our employees on our Code, raising and resolving ethical issues, ethical decision making and on various other compliance and ethics topics. Our Culture. We love food and bringing our family of brands to our consumers and their families. We have fire in our bellies, are energized by new challenges and pursue excellence in everything we do. We believe in teamwork and collaboration, have a common desire to be part of something big, and share a commitment to stay humble even as we continue to grow. We work together to bring iconic brands to life to meet the needs of our diverse consumer base. To do that, we need the best people with diverse backgrounds, experiences, and perspectives; people who respect individual differences and are passionate about being part of a winning team. We are committed to fostering an inclusive work environment where all employees have the opportunity to share their ideas, grow with our company, and realize their full potential. We believe in timely and open communication. We support each other professionally and personally without being asked. Our open-door policy creates an idea-driven environment where each of us, regardless of level, has a voice. We are approachable, collegial and fiercely loyal. Communication and Transparency; Employee Feedback; Employee Engagement. We use various communication vehicles to share information with our employees about the business priorities, performance and internal happenings across our company. We make it a priority to listen to our employees, to understand their diverse viewpoints and respond to their feedback by taking action to improve. We do this in part by monitoring employee engagement and satisfaction through periodic employee engagement surveys. Employee Empowerment, Training and Professional Development. We enable and encourage our employees to grow, excel and realize their full potential. We strive to hire people more talented than we are. We empower our people to make the decisions needed today, and prepare them for even bigger decisions they will make in the future. We support professional development by providing access to internal and external training resources and programs. Discrimination and Harassment. As set forth in our Code and our discrimination and harassment policy, we have a zero-tolerance policy on discrimination and harassment and have several methods under which employees can report incidents, including an online and telephone hotline through which employees can report any discrimination and harassment or any other compliance and ethics concerns confidentially or anonymously and without fear of reprisal. Compensation and Benefits. We provide competitive and equitable wages and offer comprehensive and affordable benefits to our employees. Human Rights. Consistent with the requirements of our Code, our core values and our human rights policy, we respect the personal dignity and individual worth of every human being. At B&G Foods, it is the responsibility of each of our employees to maintain a work culture that supports human rights. Likewise, in establishing and maintaining relationships with our supply chain partners and other business partners, we expect the same commitment to high ethical standards and compliance with applicable laws, including those relating to human rights. We are committed to compliance with all applicable laws and regulations with respect to human rights, and our respect for the protection and preservation of human rights is guided by the principles set forth in the United Nations Universal Declaration of Human Rights. We have and will continue to communicate to our employees, supply chain partners and other stakeholders our commitment to human rights through our Code, our supplier code of conduct and our human rights policy. Safety & Health at Work. We are committed to ensuring the health and safety of our employees and expect the same from our supply chain partners. We are committed to preventing accidents, injuries and illnesses related to the workplace. Our environmental, health and safety policy provides, among other things, that we hold our leadership accountable for providing and maintaining safe and healthful working conditions; insist that no manufacturing facility, warehouse, office, or department will be considered properly managed regardless of its proficiency in other areas unless it maintains a safe and healthful work environment; and mandating that safety is a condition of employment and holding every employee accountable for following all prescribed work safety practices and procedures. To promote safety and health at work, we provide monthly safety and health training and assessments as well as annual internal and third-party safety and health audits. Labor Relations and Collective Bargaining Agreements. We have collective bargaining agreements covering employees at six of our facilities in the United States, and one facility in Mexico, which vary in term depending on the location: Facility Location Union Effective Date Expiration Date No. of Employees Covered (1) Ankeny, IA. . . . . . . . . . . . International Brotherhood of Teamsters, Local No. 238 Apr. 7, 2025 Apr. 7, 2031 295 Brooklyn, NY . . . . . . . . . . United Food and Commercial Workers Union, Local No. 342 Jan. 1, 2024 Dec. 31, 2027 37 Cincinnati, OH . . . . . . . . . The Employees Representation Association May 1, 2023 Apr. 30, 2027 113 Apr. 14, 2023 (2) 544 Apr. 1, 2020 Mar. 31, 2026 50 Mar. 28, 2021 Mar. 26, 2026 63 Mar. 31, 2024 Mar. 30, 2027 105 Irapuato, MX National Union of Frozen and Packaging Food Processors, Similar and Related, Confederation of Mexican Workers (CTM) Roseland, NJ International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America, Local No. 863 Stoughton, WI Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers Union, Local No. 695 Terre Haute, IN Chauffeurs, Teamsters, Warehousemen and Helpers Union, Local No. 135 As of January 3, 2026. The collective bargaining agreement for our Mexico facility does not have an expiration date; however, certain terms of the agreement are subject to periodic review and negotiation, including wages at least annually and general conditions every two years. As noted in the table above, two of our collective bargaining agreements, covering employees at our Stoughton, Wisconsin and Roseland, New Jersey facilities, are scheduled to expire in the next twelve months. While we believe that our relations with our union employees are in general good, we cannot assure you that we will be able to negotiate a new collective bargaining agreement for our Stoughton or Roseland facilities on terms satisfactory to us, or at all, and without production interruptions, including labor stoppages. At this time, however, management does not expect that the outcome of these negotiations will have a material adverse impact on our business, financial condition or results of operations. Government Regulation As a manufacturer and marketer of food and household products, our operations are subject to extensive regulation by the United States Food and Drug Administration (FDA), the United States Department of Agriculture (USDA), the Federal Trade Commission (FTC), the Consumer Product Safety Commission (CPSC), the United States Department of Labor, the Environmental Protection Agency and various other federal, state, local and foreign authorities (including government authorities in Canada and Mexico) regarding the manufacturing, processing, packaging, storage, labeling, sale and distribution of our products and the health and safety of our employees. Our manufacturing facilities and products are subject to periodic inspection by federal, state, local and foreign authorities. We are subject to the Food, Drug and Cosmetic Act and the Food Safety Modernization Act and the regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food. We are also subject to the U.S. Bio-Terrorism Act of 2002 which imposes on us import and export regulations. Under the Bio-Terrorism Act we are required, among other things, to provide specific information about the food products we ship into the United States and to register our manufacturing, warehouse and distribution facilities with the FDA. We believe that we are currently in substantial compliance with all material governmental laws and regulations and maintain all material permits and licenses relating to our operations. Nevertheless, there can be no assurance that we are in full compliance with all such laws and regulations or that we will be able to comply with any future laws and regulations in a cost-effective manner. Failure by us to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, all of which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. Environmental Matters Environmental Sustainability. As part of our commitment to being a good corporate citizen, we consider environmental sustainability to be an important strategic focus area. For instance, our manufacturing operations have a variety of initiatives in place to reduce energy usage, conserve water, improve wastewater management, reduce packaging and where possible use recycled and recyclable packaging. We evaluate and modify our manufacturing and other processes on an ongoing basis to mitigate risk and further reduce our impact on the environment, conserve water and reduce waste. For more information about some of our key environmental sustainability goals and initiatives, and for copies of our environmental, health and safety policy, our water stewardship policy and our most recent corporate social responsibility report, please see https://www.bgfoods.com/about/responsibility . These policies, our corporate social responsibility reports and other information contained on our website are not part of, and are not incorporated in, this or any other report we file with or furnish to the SEC. Environmental Laws and Regulations. We are also subject to national and local environmental laws and regulations in the United States and in foreign countries in which we do business, including laws related to wastewater discharge, water consumption and air emissions. In the United States, environmental laws and regulations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and other federal, state and local laws and regulations. Our operations outside the United States are subject to similar laws and regulations. In addition, continuing concern over environmental, social and governance matters, including climate change, is expected to continue to result in new or increased legal and regulatory requirements (in or outside of the United States) to reduce emissions to mitigate the potential effects of greenhouse gases, to limit or impose additional costs on commercial water use due to local water scarcity concerns or to expand mandatory reporting of certain environmental, social and governance metrics. We are also subject to regulations in most provinces of Canada that effectively require manufacturers to contribute to the cost of recycling food and beverage packaging after consumers use it, and similar regulations have been or are expected to be enacted by various states of the United States. Our policy is to abide by all applicable environmental laws and regulations, and we have internal programs in place with respect to our environmental compliance. We have made, and plan to continue making, necessary expenditures for compliance with applicable environmental laws and regulations and to achieve our sustainability goals. While we have not made any material expenditures during the last three fiscal years in order to comply with environmental laws or regulations or our sustainability goals, changes in environmental compliance requirements, and expenditures necessary to comply with such requirements or to achieve our sustainability goals, could adversely affect our financial performance. In addition, we are subject to environmental remediation obligations arising in the normal course of business, as well as remediation and related indemnification obligations in connection with certain historical activities and contractual obligations, including those of businesses or properties we have acquired. While these environmental remediation and indemnification obligations cannot be predicted with certainty, such obligations have not had, and are not expected to have, a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. Based on our experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. However, we cannot predict what environmental laws or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental laws or regulations or to respond to such environmental claims. ‌Available Information Under the Securities Exchange Act of 1934, as amended, we are required to file with or furnish to the SEC annual, quarterly and current reports, proxy and information statements and other information. The SEC maintains an internet site at https://http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We file electronically with the SEC. We make available, free of charge, through the investor relations section of our website, our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, filed with or furnished to the SEC as soon as reasonably practicable after they are filed or furnished to the SEC. The address for the investor relations section of our website is https://www.bgfoods.com/investor-relations . The full text of the charters for each of the audit, compensation, corporate social responsibility, nominating and governance, and risk committees of our board of directors as well as our code of business conduct and ethics is available at the investor relations section of our website, https://www.bgfoods.com/investor-relations/governance/documents . Our code of business conduct and ethics applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and chief accounting officer. We intend to disclose any amendment to, or waiver from, a provision of the code of business conduct and ethics that applies to our chief executive officer, chief financial officer or chief accounting officer in the investor relations section of our website. Our supplier code of conduct, environmental, health and safety policy, human rights policy, water stewardship policy, philanthropy principles, and inaugural corporate social responsibility report are available in the responsibility section of our website, https://www.bgfoods.com/about/responsibility . The information contained on our website is not part of, and is not incorporated in, this or any other report we file with or furnish to the SEC. Item 1A. Risk Factors. Any investment in our company will be subject to risks inherent to our business. Before making an investment decision, investors should carefully consider the risks described below together with all of the other information included in this report. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties that we are not aware of or focused on or that we currently deem immaterial may also impair our business operations. This report is qualified in its entirety by these risk factors. Any of the following risks could materially and adversely affect our business, consolidated financial condition, results of operations or liquidity. In that case, holders of our securities may lose all or part of their investment. Risks Specific to Our Company and Industry The packaged food industry is highly competitive and we face risks related to the execution of our strategy and our ability to respond to channel shifts and other competitive pressures. The packaged food industry is highly competitive. Numerous brands and products, including private label products, compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, brand recognition and loyalty, customer service, effective consumer advertising and promotional activities and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number of companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources available to them and may have lower fixed costs and/or are substantially less leveraged than our company. In addition, the rapid growth of some channels, in particular in e-commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. We may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts. If we are unable to continue to compete successfully with these companies or if competitive pressures or other factors, such as an inability to effectively respond to channel shifts and new technologies, cause our products to lose market share, result in significant price erosion or negatively impact our ability to operate efficiently, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected. We may be unable to anticipate changes in consumer preferences and consumer demographics, which may result in decreased demand for our products. Our success depends in part on our ability to anticipate and offer products that appeal to the changing tastes, dietary habits and product packaging preferences of consumers in the market categories in which we compete. If we are not able to anticipate, identify or develop and market products that respond to these changes in consumer preferences, whether resulting from changing consumer demographics or otherwise, demand for our products may decline and our operating results may be adversely affected. In addition, we may incur significant costs related to developing and marketing new products or expanding our existing product lines in reaction to what we perceive to be increased consumer preference or demand. Such development or marketing may not result in the volume of sales or profitability anticipated. Our business may be adversely impacted if we are unable to respond and adapt to rapid changes in technology and emerging laws and regulations relating to such technology. Our competitors may outpace and outspend us in incorporating new technologies, including artificial intelligence, into their new product innovation, marketing and engagement with consumers and into their manufacturing, distribution and cost savings initiatives, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. Our efforts to utilize new technological advancements may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional legal and operational risks. If we incorporate artificial intelligence into our business, the content, analyses, or recommendations generated by artificial intelligence, if deficient, inaccurate, or biased, could adversely impact our business, consolidated financial condition, results of operations or liquidity, as well as our reputation. Moreover, ethical concerns associated with artificial intelligence or other new technologies could lead to brand damage, competitive disadvantages or legal repercussions. In addition, the rapid evolution and increased adoption of new technologies, including artificial intelligence, and our obligations to comply with emerging laws and regulations may require us to develop additional increase our compliance costs and require us to adopt technology-specific governance programs. Any problems with our implementation or use of technological advancements, including artificial intelligence, could negatively impact our business, consolidated financial condition, results of operations or liquidity. We may be unable to maintain our profitability in the face of a consolidating retail environment. Our largest customer, Walmart, accounted for approximately 31.0% of our fiscal 2025 net sales, and our ten largest customers together accounted for approximately 63.6% of our fiscal 2025 net sales. As retail customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors, continue to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. Further, these customers are reducing their inventories and increasing their emphasis on products that hold either the number one or number two market position and private label products. If we fail to use our sales and marketing expertise to maintain our category leadership positions to respond to these trends, or if we lower our prices or increase promotional support of our products and are unable to increase the volume of our products sold, our profitability and financial condition may be adversely affected. We are vulnerable to decreases in the supply and increases in the price of raw materials and labor, manufacturing, distribution and other costs, and we may not be able to offset increasing costs by increasing prices to our customers. We purchase agricultural products, including vegetables, oils and spices and seasonings, meat, poultry, ingredients, packaging materials and other raw materials from growers, commodity processors, other food companies and packaging manufacturers. Commodities, ingredients, packaging materials and other raw materials are subject to increases in price attributable to a number of factors, including changes in crop size, federal and state agricultural programs, export demand, currency exchange rates, energy and fuel costs, water supply, weather conditions during the growing and harvesting seasons, insects, plant diseases and fungi, and glass, metal and plastic prices. Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. The cost of labor, manufacturing, energy, fuel, packaging materials and other costs related to the production and distribution of our products can from time to time increase significantly and unexpectedly. We attempt to manage these risks by entering into short-term supply contracts and advance commodities purchase agreements from time to time, by implementing cost-saving measures and by raising sales prices. During the past several years, our cost-saving measures and sales price increases have not been sufficient to fully offset increases to our raw material, ingredient, packaging and distribution costs. Moreover, during fiscal 2026 and possibly beyond, we expect to face continued industry-wide cost inflation for various inputs, including commodities, ingredients, packaging materials, other raw materials, transportation and labor. To the extent we are unable to offset present and future cost increases, our operating results could be materially and adversely affected. We may be unable to offset any reduction in net sales in our mature food product categories through an increase in trade spending for these categories or an increase in net sales in other categories. Most of our food product categories are mature and certain categories have experienced declining consumption rates from time to time. If consumption rates and sales in our mature food product categories decline, our revenue and operating income may be adversely affected, and we may not be able to offset this decrease in business with increased trade spending or an increase in sales or profitability of other products and product categories. We may have difficulties integrating acquisitions or identifying new acquisitions. A major part of our strategy is to grow through acquisitions and we expect to pursue additional acquisitions of food product lines and businesses. However, we may be unable to identify and consummate additional acquisitions or may be unable to successfully integrate and manage the product lines or businesses that we have recently acquired or may acquire in the future. In addition, we may be unable to achieve a substantial portion of any anticipated cost savings from acquisitions or other anticipated benefits in the timeframe we anticipate, or at all. Moreover, any acquired product lines or businesses may require a greater than anticipated amount of trade, promotional and capital spending. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, enterprise resource planning (ERP) systems, services and products of the acquired companies, personnel turnover and the diversion of management's attention from other business concerns. Any inability by us to integrate and manage any product lines or businesses that we have recently acquired or may acquire in the future in a timely and efficient manner, any inability to achieve a substantial portion of any anticipated cost savings or other anticipated benefits from these acquisitions in the time frame we anticipate or any unanticipated required increases in trade, promotional or capital spending could adversely affect our business, consolidated financial condition, results of operations or liquidity. Moreover, future acquisitions by us could result in our incurring substantial additional indebtedness, being exposed to contingent liabilities or incurring the impairment of goodwill and other intangible assets, all of which could adversely affect our financial condition, results of operations and liquidity. We have substantial indebtedness, which could restrict our ability to pay dividends and impact our financing options and liquidity position. At January 3, 2026, we had total long-term indebtedness of $1,968.0 million (before debt discount/premium), including $1,458.7 million principal amount of senior secured indebtedness and $509.3 million principal amount of senior unsecured indebtedness. Our ability to pay dividends is subject to contractual restrictions contained in the instruments governing our indebtedness. Although our credit agreement and the indentures governing our senior secured notes and senior notes (which we refer to as the senior secured notes indenture and the senior notes indenture, respectively) contain covenants that restrict our ability to incur debt, as long as we meet these covenants we will be able to incur additional indebtedness. The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of our securities, including: our ability in the future to obtain additional financing for working capital, capital expenditures or acquisitions may be limited; we may not be able to refinance our indebtedness on terms acceptable to us or at all; a significant portion of our cash flow is likely to be dedicated to the payment of interest on our indebtedness, thereby reducing funds available for future operations, capital expenditures, acquisitions and/or dividends on our common stock; and we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures. We are subject to restrictive debt covenants and other requirements related to our debt that limit our business flexibility by imposing operating and financial restrictions on our operations. The agreements governing our indebtedness impose significant operating and financial restrictions on us. These restrictions prohibit or limit, among other things: the incurrence of additional indebtedness and the issuance of certain preferred stock or redeemable capital stock; the payment of dividends on, and purchase or redemption of, capital stock; a number of restricted payments, including investments; specified sales of assets; specified transactions with affiliates; the creation of certain types of liens; consolidations, mergers and transfers of all or substantially all of our assets; and entry into certain sale and leaseback transactions. Our credit agreement requires us to maintain specified financial ratios and satisfy financial condition tests, including, without limitation, a maximum leverage ratio and a minimum interest coverage ratio. Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants, or failure to meet or maintain ratios or tests could result in a default under our credit agreement and/or our senior secured notes indenture and/or our senior notes indenture. Certain events of default under our credit agreement, our senior secured notes indenture and our senior notes indenture would prohibit us from paying dividends on our common stock. In addition, upon the occurrence of an event of default under our credit agreement, our senior secured notes indenture or our senior notes indenture, the lenders could elect to declare all amounts outstanding under the credit agreement and the senior notes, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the credit agreement lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this indebtedness and our other indebtedness. To service our indebtedness and fund our working capital needs, capital expenditures and any future acquisitions, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Our ability to make interest payments on and to refinance our indebtedness, and to fund working capital needs, planned capital expenditures and potential acquisitions depends on our ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. A significant portion of our cash flow from operations is dedicated to servicing our debt requirements. In addition, in accordance with our current dividend policy we intend to continue distributing a significant portion of any remaining cash flow to our stockholders as dividends. Our ability to continue to fund our working capital needs and capital expenditures and to expand our business is, to a certain extent, dependent upon our ability to borrow funds under our credit agreement and to obtain other third-party financing, including through the issuance and sale of additional debt or equity securities. Financial market conditions may impede our access to, or increase the cost of, financing for acquisitions. Any future financial market disruptions or tightening of the credit markets, may make it more difficult for us to obtain financing for acquisitions or increase the cost of obtaining financing. In addition, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies that are based, in significant part, on our performance as measured by credit metrics such as interest coverage and leverage ratios. A decrease in these ratings could increase our cost of borrowing or make it more difficult for us to obtain financing. Future disruptions in the credit markets or other factors, could impair our ability to refinance our debt upon terms acceptable to us or at all. Our $509.3 million of 5.25% senior notes due 2027 mature on September 15, 2027, our $799.3 million of 8.00% senior secured notes due 2028 mature on September 15, 2028, our $430.0 million revolving credit facility matures on December 16, 2028, and our $444.4 million of tranche B term loans mature on October 10, 2029. Our ability to raise debt or equity capital in the public or private markets in order to effect a refinancing of our debt at or prior to maturity could be impaired by various factors, including factors beyond our control. For example, in recent years U.S. credit markets experienced significant dislocations and liquidity disruptions that caused the spreads on prospective debt financings to widen considerably. These circumstances materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases resulted in the unavailability of certain types of debt financing. Any future uncertainty in the credit markets could negatively impact our ability to access additional debt financing or to refinance existing indebtedness on favorable terms, or at all. In addition, any future uncertainty in other financial markets in the U.S. could make it more difficult or costly for us to raise capital through the issuance of common stock or other equity securities. Any of these risks could impair our ability to fund our operations or limit our ability to expand our business or increase our interest expense, which could have a material adverse effect on our financial results. If we are unable to refinance our indebtedness at or prior to maturity on commercially reasonable terms or at all, we would be forced to seek other alternatives, including: sales of assets; sales of equity; and negotiations with our lenders or noteholders to restructure the applicable debt. If we are forced to pursue any of the above options, our business and/or the value of an investment in our securities could be adversely affected. We rely on co-packers for a significant portion of our manufacturing needs, and the inability to enter into additional or future co-packing agreements may result in our failure to meet customer demand. We rely upon co-packers for a significant portion of our manufacturing needs. See Item 1, "Business-Production- Co-Packing Arrangements ." The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform. We believe that there are a limited number of competent, high-quality co-packers in the industry, and if we were required to obtain additional or alternative co-packing agreements or arrangements in the future, we can provide no assurance that we would be able to do so on satisfactory terms or in a timely manner. Our inability to enter into satisfactory co-packing agreements could limit our ability to implement our business plan or meet customer demand. We rely on the performance of major retailers, wholesalers, specialty distributors and mass merchants for the success of our business, and should they perform poorly or give higher priority to other brands or products, our business could be adversely affected. We sell our products principally to retail outlets and wholesale distributors including, traditional supermarkets, mass merchants, warehouse clubs, wholesalers, foodservice distributors and direct accounts, specialty food distributors, military commissaries and non-food outlets such as drug store chains, dollar stores and e-tailers. The replacement by or poor performance of our major wholesalers, retailers or chains or our inability to collect accounts receivable from our customers could materially and adversely affect our results of operations and financial condition. In addition, our customers offer branded and private label products that compete directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk that our customers may give higher priority to their own products or to the products of our competitors. In the future, our customers may not continue to purchase our products or provide our products with adequate levels of promotional support. It is also possible that our customers may replace our branded products with private label products. Pandemics or disease outbreaks may disrupt our business, including among other things, our supply chain, our manufacturing operations and customer and consumer demand for our products, and could have a material adverse impact on our business. The spread of pandemics or disease outbreaks may disrupt our third-party business partners' ability to meet their obligations to us, which may negatively affect our operations. These third parties include those who supply our ingredients, packaging, and other necessary operating materials, contract manufacturers who supply certain finished goods, distributors, and logistics and transportation providers. In addition, we rely on customers to be able to receive shipments and stock store shelves. If a significant percentage of our workforce or the workforce of our third-party business partners or customers is unable to work, including because of illness or travel or government restrictions in connection with a pandemic or disease outbreak, our operations may be negatively impacted. In addition, a significant increase in demand for food and other consumer packaged goods products as a result of pandemics or disease outbreaks may limit the availability of ingredients, packaging and other raw materials necessary to produce our products, and our operations may be negatively impacted. Conversely, pandemics or disease outbreaks could result in a widespread health crisis that could adversely affect economies and financial markets, consumer spending and confidence levels resulting in an economic downturn that could affect customer and consumer demand for our products. Our efforts to manage and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends on factors beyond our control, including the duration and severity of any pandemic or disease outbreak, as well as third-party actions taken to contain its spread and mitigate public health effects. The ultimate impact of any pandemic or disease outbreak on our business will depend on many factors, including, among others, the duration of social distancing and stay-at-home and work-from-home mandates, policies and recommendations and whether, and the extent to which, additional waves or variants of any such pandemic or disease outbreak affects the United States and the rest of North America, our ability and the ability of our suppliers to continue to operate our and their manufacturing facilities and maintain the supply chain without material disruption and procure ingredients, packaging and other raw materials when needed despite any disruptions in the supply chain or labor shortages, our customers' ability to adequately staff their distribution centers and stores, and the extent to which macroeconomic conditions resulting from any such pandemic or disease outbreak and th...

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