{"url_path":"/sec/bgs/8-k/2026-06-01/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1278027/0001104659-26-068743-index.html","accession_number":"0001104659-26-068743","cik":"0001278027","ticker":"BGS","issuer_name":"B&G Foods, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1278027/0001104659-26-068743-index.html","primary_entity_key":"0001278027","primary_entity_name":"B&G Foods, Inc."},"word_count":837,"has_tables":true,"body_markdown":"**Item 9.01. Financial Statements and Exhibits.**\n\n \n\nIt is impracticable to prepare and audit complete\nstand-alone financial statements of the *College Inn*and *Kitchen Basics*business because:\n\n \n\n·the *College Inn*and *Kitchen Basics*business consisted of only\npart of Del Monte Foods and was not operated as a “stand-alone” division or subsidiary;\n\n \n\n·stand-alone financial statements relating to the *College Inn*and *Kitchen\nBasics*business were never previously prepared, and Del Monte Foods’ independent auditors have not historically audited or reported\nseparately on the operations or net assets of the *College Inn*and *Kitchen Basics*business. As a result, the distinct and\nseparate accounts necessary to present a complete “stand-alone” balance sheet and statements of income and cash flows have\nnot been maintained; and\n\n \n\n·Del Monte Foods does not believe that it can objectively allocate certain\ncorporate expenses to the *College Inn*and *Kitchen Basics*business.\n\n \n\nIn addition, we do not believe that such financial\nstatements would provide relevant information to users of our financial statements about the specific assets and operations acquired from\nDel Monte Foods. Among other reasons, because we are integrating the *College Inn*and *Kitchen Basics*business into our organizational\nstructure (and accordingly our cost structure), we believe that a presentation of complete financial statements that includes allocations\nof certain corporate expenses of Del Monte Foods would not be meaningful to our investors.\n\n \n\nAs a result, in accordance with Rule 3-05\nof Regulation S-X, B&G Foods has provided the special purpose abbreviated financial statements described below.\n\n \n\n**(a)            Financial\nStatements of Business Acquired.**\n\n \n\nThe following special purpose abbreviated financial\nstatements of the *College Inn*and *Kitchen Basics*business are being filed with this amendment as Exhibits 99.1 and 99.2\nand are incorporated by reference herein:\n\n \n\n·Audited Special Purpose Abbreviated Financial Statements of Del Monte Foods\nHoldings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of April 27, 2025 and the related Statement\nof Revenue and Direct Expenses for the year ended April 27, 2025.\n\n \n\n·Unaudited Special Purpose Abbreviated Interim Financial Statements of Del\nMonte Foods Holdings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of January 25, 2026 and\nthe related Statement of Revenue and Direct Expenses for the nine months ended January 25, 2026.\n\n \n\n- 2 -\n\n \n\n \n\n**(b)            Pro\nForma Financial Information.**\n\n \n\nThe pro forma financial information relating to\nthe *College Inn*and *Kitchen Basics*acquisition required by Item 9.01(b) is filed as Exhibit 99.3 to this amendment\nand is incorporated by reference herein.\n\n \n\nThe pro forma financial information included in\nExhibit 99.3, also gives effect to pro forma adjustments for the *Don Pepino*divestiture, the *Le Sueur*U.S. divestiture,\nthe *Green Giant*U.S. frozen divestiture and the commencement of the *Green Giant*U.S. frozen co-manufacturing business,\neach of which was individually insignificant, because management believes that inclusion of such divestitures and the commencement of\nthe frozen co-manufacturing business, provides investors with more meaningful information.\n\n \n\nAs previously disclosed, on May 23, 2025,\nwe completed the sale of the *Don Pepino* and *Sclafani* brands of pizza and spaghetti sauces, crushed tomatoes, tomato\npuree and whole peeled tomatoes for a purchase price of $10.6 million, which we refer to as the “*Don Pepino* divestiture.”\nOn August 1, 2025, we completed the sale of the *Le Sueur* U.S. shelf-stable vegetable brand for a purchase\nprice of $59.1 million, which we refer to as the “*Le Sueur* U.S. divestiture.”  On March 2, 2026, we\ncompleted the sale of our *Green Giant* U.S. frozen business for a purchase price of approximately $61.5 million, which we refer\nto as the “*Green Giant* U.S. frozen divestiture.” Also on March 2, 2026, we entered into a co-manufacturing agreement\nwith the acquirer of the *Green Giant* U.S. frozen business pursuant to which we continue to manufacture for the acquirer of the\nbusiness certain *Green Giant* frozen vegetable products for sale by the acquirer in the United States.\n\n \n\n**(d)            Exhibits.**\n\n \n\n \n[23.1](tm2616326d1_ex23-1.htm)\n[Consent of SyCip Gorres Velayo & Co.](tm2616326d1_ex23-1.htm)\n\n \n \n \n\n \n[99.1](tm2616326d1_ex99-1.htm)\n[Audited Special Purpose Abbreviated Financial Statements of Del Monte Foods Holdings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of April 27, 2025 and the related Statement of Revenue and Direct Expenses for the year ended April 27, 2025.](tm2616326d1_ex99-1.htm)\n\n \n \n \n\n \n[99.2](tm2616326d1_ex99-2.htm)\n[Unaudited Special Purpose Abbreviated Interim Financial Statements of Del Monte Foods Holdings Limited Broth and Stock Business, which comprise the Statement of Assets Acquired as of January 25, 2026 and the related Statement of Revenue and Direct Expenses for the nine months ended January 25, 2026.](tm2616326d1_ex99-2.htm)\n\n \n \n \n\n \n[99.3](tm2616326d1_ex99-3.htm)\n[Unaudited Pro Forma Combined Financial Statements of B&G Foods, Inc. and Subsidiaries as of and for the quarter ended April 4, 2026, and for the year ended January 3, 2026.](tm2616326d1_ex99-3.htm)\n\n \n \n \n\n \n104\nThe cover page from this Current Report on Form 8-K, formatted in Inline XBRL\n\n \n\n- 3 -\n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \nB&G FOODS, INC.\n\n \n \n\nDated:  June 1, 2026\nBy:\n/s/ Scott E. Lerner\n\n \n \nScott E. Lerner\n\n \n \nExecutive Vice President,\n\n \n \nGeneral Counsel and Secretary\n\n \n\n- 4 -"}