B&G食品 2025年度报告

Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject tosuch filing requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit 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 reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule12b-2 of the Exchange Act. 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 complyingwith 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat 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 registrantincluded 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻ The aggregate market value of the registrant’s outstanding shares of common stock held by non-affiliates of the registrant (assuming for thesepurposes, but without conceding, that all directors and executive officers are affiliates of the registrant) as of June 27, 2025, the last business day of theregistrant'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 stockon 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 May4,2026 in connection with theregistrant’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-KFOR THE FISCAL YEAR ENDED JANUARY3,2026 TABLE OF CONTENTS PARTI Item1.Business5Item1A.Risk Factors15Item1B.Unresolved Staff Comments29Item 1C.Cybersecurity29Item2.Properties31Item3.Legal Proceedings31Item4.Mine Safety Disclosures31PART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities32Item6.[Reserved]34Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations34Item7A.Quantitative and Qualitative Disclosures About Market Risk53Item8.Financial Statements and Supplementary Data54Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure98Item9A.Controls and Procedures98Item9B.Other Information99Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections99PART IIIItem10.Directors, Executive Officers and Corporate Governance99Item11.Executive Compensation99Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters100Item13.Certain Relationships and Related Transactions, and Director Independence100Item14.Principal Accountant Fees and Services100PART IVItem15.Exhibits, Financial Statement Schedules101Item 16.Form 10-K Summary104Signatures105 Forward-Looking Statements This report includes forward-looking statements, including, without limitation, the statementsunder “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Thewords “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,”“estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to futureperiods are intended to identify forward-looking statements. These forward-looking statements involveknown and unknown risks, uncertainties and other factors that may cause our actual results, performanceand achievements, or industry results, to be materially different fro