Executive Summary

Fiscal Q3 2026 (quarter ended September 27, 2025): Net sales $439.3M (-4.7% YoY), adjusted EBITDA $70.4M with margin expansion to 16.0% (+70 bps YoY), and adjusted EPS $0.15; GAAP EPS (-$0.24) driven by non-cash impairments ($26.0M trademarks; $27.8M assets held for sale) .
Results exceeded S&P Global consensus on EPS and revenue; EPS $0.15 vs $0.111 estimate and revenue $439.3M vs $435.5M estimate; EBITDA modestly above consensus; pricing actions to offset tariffs begin in Q4 (see Estimates Context) *.
Guidance narrowed: FY25 net sales to $1.82–$1.84B (from $1.83–$1.88B), adjusted EBITDA to $273–$280M (from $273–$283M), adjusted EPS to $0.50–$0.58 (from $0.50–$0.60); CFO also set ranges for interest expense, D&A, capex, tax rate .
Portfolio reshaping continues: announced agreement to sell Green Giant Canada; management continues to evaluate divesting Green Giant U.S. frozen; leverage targeted to ~6x within nine months (6.88x in Q3) and 4.5–5.5x longer term .

What Went Well and What Went Wrong

What Went Well
- Adjusted EBITDA execution and margins: Adjusted EBITDA held at $70.4M and margin rose to 16.0% (vs 15.3% LY) on productivity, SG&A reductions and cost savings; COGS as % of net sales improved 40 bps .
- Spices & Flavor Solutions grew: Net sales +2.1% YoY; pricing/mix offset volume softness; targeted tariff pricing to flow through beginning late Oct/Nov .
- Frozen & Vegetables profit recovery: Segment adjusted EBITDA improved by ~$3M YoY on better crop costs and Mexico productivity despite lower sales .
What Went Wrong
- Volume headwinds persisted: Base business net sales -2.7% with volumes -$12.9M (2.9% of base), and promotional trade spend +110 bps YoY .
- Non-cash impairments drove GAAP loss: $26.0M trademarks (Victoria, McCann’s) and $27.8M impairment of assets held for sale (Green Giant Canada) .
- Tariffs pressured EBITDA: ~-$3.5M drag in Q3 (about 60% in Spices); pricing to offset tariffs implemented end of October/early November .

Financial Results

Headline results and trend

Metric	Q3 2024	Q1 2025	Q2 2025	Q3 2025
Net Sales ($M)	$461.1	$425.4	$424.4	$439.3
Diluted EPS (GAAP)	$0.09	$0.01	-$0.12	-$0.24
Adjusted Diluted EPS (Non-GAAP)	$0.13	$0.04	$0.04	$0.15
Adjusted EBITDA ($M)	$70.4	$59.1	$58.0	$70.4
Adjusted EBITDA Margin %	15.3%	13.9%	13.7%	16.0%
Adjusted Gross Margin %	22.2%	21.3%	21.0%	22.5%

Segment breakdown (Q3 2025 vs Q3 2024)

Segment	Net Sales Q3’24 ($000s)	Net Sales Q3’25 ($000s)	Adj. EBITDA Q3’24 ($000s)	Adj. EBITDA Q3’25 ($000s)
Specialty	160,991	150,526	41,311	37,724
Meals	111,582	109,966	23,253	23,879
Frozen & Vegetables	89,181	77,398	1,159	4,175
Spices & Flavor Solutions	99,319	101,414	28,509	26,399

Select KPIs

KPI	Q3 2025
Cash & Equivalents	$60.9M
Long-term Debt (ex current)	$2,020.4M
Shares Outstanding	79,977,050 (Oct 30, 2025)
Consolidated Leverage Ratio	6.88x (company calculation)
Dividend Declared	$0.19 per share; payable Jan 26, 2026

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Net Sales	FY 2025	$1.83B–$1.88B	$1.82B–$1.84B	Narrowed/lowered midpoint
Adjusted EBITDA	FY 2025	$273M–$283M	$273M–$280M	Narrowed/lowered top end
Adjusted Diluted EPS	FY 2025	$0.50–$0.60	$0.50–$0.58	Narrowed/lowered top end
Cash Interest Expense	FY 2025	n/a	$142.5M–$147.5M	New detail
Total Interest Expense	FY 2025	n/a	$147.5M–$152.5M	New detail
Depreciation	FY 2025	n/a	$47.5M–$52.5M	New detail
Amortization	FY 2025	n/a	$20M–$22M	New detail
Effective Tax Rate	FY 2025	n/a	26%–27%	New detail
Capex	FY 2025	$30M–$35M (framework)	“Likely at lower end” of $30M–$35M	Bias to low end

Note: Guidance excludes potential incremental impacts from evolving tariff actions .

Earnings Call Themes & Trends

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q3)	Trend
Portfolio divestitures	Q1: Discussed focus and cost savings; Q2: Sold Don Pepino & Sclafani; announced Le Sueur U.S.; evaluating further F&V divestitures .	Signed agreement to sell Green Giant Canada; continue to evaluate sale of Green Giant U.S. frozen .	Accelerating portfolio simplification.
Tariffs & pricing	Q1/Q2: Tariffs and commodity inflation pressured Spices & F&V; limited net pricing benefit in Q2 .	~-$3.5M EBITDA drag in Q3; targeted tariff pricing implemented late Oct/Nov to offset .	Pricing actions catching up in Q4.
Cost savings	Q1: Accelerated cost reductions expected to drive savings; Q2: Continued restructuring .	$10M H2 savings program aided Q3; run-rate $15–$20M going forward .	Building, with higher forward run-rate.
Segment performance	Q1/Q2: Spices volume softness but mix/pricing help; F&V under pressure; Meals steady .	Spices net sales +2.1%; F&V EBITDA recovery; Meals EBITDA up modestly; Specialty weak (Crisco down $4.1M) .	Mixed: Spices/F&V improved profitability; Specialty headwinds.
Leverage & balance sheet	Q1/Q2: Emphasis on deleveraging through divestitures and EBITDA stabilization .	6.88x in Q3; target ~6x within nine months; long-term 4.5–5.5x .	Clear path with asset sales + cash flow.
Working capital	Q2: Seasonality and pack builds; 10-Q detail .	Q3 cash impacted by Le Sueur divestiture timing and TSA-related inventory; expect reversal in Q4 .	Near-term headwind, easing in Q4.

Management Commentary

CEO Casey Keller: “Q3 results demonstrated significant improvement in adjusted EBITDA delivery and sequential improvement in Base Business Net Sales… We announced… an agreement to sell Green Giant Canada… another key divestiture to solidify the stability and strength of the core B&G Foods portfolio” .
CEO Casey Keller on strategy: “These Green Giant divestitures… will create a more highly focused B&G Foods which we believe will lead to adjusted EBITDA as a percentage of net sales approaching 20%, increased cash flow generation, a lower leverage ratio closer to five times…” .
CFO Bruce Wacha on tariffs: “Tariffs again pressured our portfolio, reducing adjusted EBITDA in the third quarter by nearly $3.5 million… about 60% impacted our spices and flavor solutions business unit” .

Q&A Highlights

Estimates/Guidance: Management narrowed full-year ranges primarily to reflect divestitures and consistent base business trends; 53rd week expected to add 2–3% to Q4 sales .
Pricing Elasticity: Tariff-related pricing took effect late Oct/early Nov; management anticipates modest elasticity (0.5–0.6) in spices .
Unmeasured channels: ~35–40% of portfolio is unmeasured by Nielsen (Canada 7–8%, food service 13–14%, private label 7–8%, industrial 5%, certain club accounts ~3%), explaining differences between scanner data and shipments .
Leverage Path: Target to ~6x within nine months supported by divestitures (Green Giant pieces) and EBITDA stabilization; long-term 4.5–5.5x .
Canada sale proceeds proxy: $55–$65M in charges is a “good proxy” for sale price, depending on inventory levels at closing .

Estimates Context

Consensus vs. Actual (S&P Global; fiscal Q3 2026 = quarter ended 9/27/25)

Metric	Q3 2025 Estimate*	Q3 2025 Actual	Q4 2025 Estimate*
Revenue ($M)	435.5*	439.3	537.5*
Primary EPS ($)	0.111*	0.15	0.297*
EBITDA ($M)	66.0*	68.0*	87.2*

Q3 beats: Revenue beat by ~$3.8M; EPS beat by ~$0.04; EBITDA slightly above consensus.
Q4 set-up: Consensus implies a larger seasonal step-up in revenue and EBITDA; management reiterated FY ranges and highlighted pricing actions to offset tariffs and 53rd week benefit .
Values retrieved from S&P Global.*

Key Takeaways for Investors

Margin execution is improving despite soft volumes: adjusted gross margin and EBITDA margin expanded; pricing to offset tariffs should support Q4 and FY exit rate .
Portfolio simplification is a core catalyst: Green Giant Canada signed; U.S. frozen under review; divestiture proceeds plus EBITDA stabilization drive deleveraging toward ~6x in the next nine months .
Tariffs are the main near-term swing factor: ~$3.5M Q3 hit with pricing now in market; monitor elasticity in spices through holiday period .
Specialty weakness (notably Crisco) bears watching: price reductions tracking lower input costs weighed on top-line; EBITDA held flat—mix and cost control mitigated impact .
Working capital/cash is a transitory headwind: Q3 operating cash impacted by divestiture timing and TSA inventory; reversal expected in Q4 .
Dividend maintained ($0.19/share): underscores commitment but leverage remains high; outcome of asset sales and FY cash flow pivotal for 2026 capital allocation .
Set-up into Q4: 53rd week adds 2–3% to sales; guidance narrowed with clearer ranges—watch execution on tariff pricing and holiday elasticity .

Appendix: Additional Press Releases and Prior Quarter Context

Dividend declaration: $0.19 per share payable Jan 26, 2026; 85th consecutive quarterly dividend .
Green Giant Canada sale agreement: to Nortera Foods; proceeds for debt reduction and general corporate purposes .
Sequential trend improvement: Base business net sales decline moderated from -10.5% in Q1 to -4.2% in Q2 to -2.7% in Q3; adjusted EBITDA rose sequentially Q2→Q3 ($58.0M to $70.4M) .

Footnotes and sources:

B&G Foods Q3 2025 earnings 8-K and Exhibit 99.1 press release (fiscal Q3 2026):
Q2 2025 8-K and earnings release (prior quarter):
Q1 2025 8-K and earnings release (two quarters prior):
Q3 2025 earnings call transcript:
Green Giant Canada sale 8-K and press release:
Dividend press release:

B&G Foods, Inc. (BGS)·Q3 2026 Earnings Summary