Form 8-K/A

8-K/A — B&G Foods, Inc.

Accession: 0001104659-26-068743

Filed: 2026-06-01

Period: 2026-03-19

CIK: 0001278027

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2616326d1_8ka.htm (Primary)

EX-23.1 — EX. 23.1 - CONSENT OF SYCIP GORRES VELAYO & CO. (tm2616326d1_ex23-1.htm)

EX-99.1 — EX. 99.1 - AUDITED SPECIAL PURPOSE ABBREVIATED FINANCIAL STATEMENTS OF COLLEGE INN AND KITCHEN BASICS (tm2616326d1_ex99-1.htm)

EX-99.2 — EX. 99.2 - UNAUDITED SPECIAL PURPOSE ABBREVIATED INTERIM FINANCIAL STATEMENTS OF COLLEGE INN AND KITCHEN BASICS (tm2616326d1_ex99-2.htm)

EX-99.3 — EX. 99.3 - UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (tm2616326d1_ex99-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: tm2616326d1_8ka.htm · Sequence: 1

true

This Amendment No. 1 is being filed by B&G Foods to amend the Current Report on Form 8-K originally filed by B&G Foods with the Securities and Exchange Commission (the SEC) on December 1, 2020 to provide the information required by Item 9.01(a) and (b) of Form 8-K relating to B&G Foods' acquisition of the Crisco oils and shortening business from The J.M. Smucker Company and certain of its affiliates. In this amendment, we refer to this acquisition as the Crisco acquisition and the Crisco oils and shortening business as the Crisco business. The information previously reported and the exhibits previously filed or furnished in Items 2.01, 7.01 and 9.01(d) of the original filing are incorporated by reference into this amendment.

0001278027

2026-03-19

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As filed with the Securities and Exchange Commission on June 1, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

March 19, 2026

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-32316

13-3918742

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

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

8 Sylvan Way, Parsippany,New Jersey

07054

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (973) 401-6500

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Explanatory Note

This Amendment No. 1 is being filed by B&G

Foods to amend the Current Report on Form 8-K originally filed by B&G Foods with the Securities and Exchange Commission

(the SEC) on March 20, 2026 to provide the information required by Item 9.01(a) and (b) of Form 8-K relating to B&G

Foods’ acquisition of the broth and stock business of Del Monte Foods Holdings Limited and certain of its affiliates, including

the College Inn and Kitchen Basics brands. In this amendment, we refer to this acquisition as the College Inn and

Kitchen Basics acquisition and Del Monte Foods’ broth and stock business as the College Inn and Kitchen Basics

business. The information previously reported and the exhibits previously filed or furnished in Items 2.01, 7.01 and 9.01(d) of

the original filing are incorporated by reference into this amendment.

Item 9.01. Financial Statements and Exhibits.

It is impracticable to prepare and audit complete

stand-alone financial statements of the College Inn and Kitchen Basics business because:

· the College Inn and Kitchen Basics business consisted of only

part of Del Monte Foods and was not operated as a “stand-alone” division or subsidiary;

· stand-alone financial statements relating to the College Inn and Kitchen

Basics business were never previously prepared, and Del Monte Foods’ independent auditors have not historically audited or reported

separately on the operations or net assets of the College Inn and Kitchen Basics business. As a result, the distinct and

separate accounts necessary to present a complete “stand-alone” balance sheet and statements of income and cash flows have

not been maintained; and

· Del Monte Foods does not believe that it can objectively allocate certain

corporate expenses to the College Inn and Kitchen Basics business.

In addition, we do not believe that such financial

statements would provide relevant information to users of our financial statements about the specific assets and operations acquired from

Del Monte Foods. Among other reasons, because we are integrating the College Inn and Kitchen Basics business into our organizational

structure (and accordingly our cost structure), we believe that a presentation of complete financial statements that includes allocations

of certain corporate expenses of Del Monte Foods would not be meaningful to our investors.

As a result, in accordance with Rule 3-05

of Regulation S-X, B&G Foods has provided the special purpose abbreviated financial statements described below.

(a) Financial

Statements of Business Acquired.

The following special purpose abbreviated financial

statements of the College Inn and Kitchen Basics business are being filed with this amendment as Exhibits 99.1 and 99.2

and are incorporated by reference herein:

· 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.

· 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.

- 2 -

(b) Pro

Forma Financial Information.

The pro forma financial information relating to

the College Inn and Kitchen Basics acquisition required by Item 9.01(b) is filed as Exhibit 99.3 to this amendment

and is incorporated by reference herein.

The pro forma financial information included in

Exhibit 99.3, also gives effect to pro forma adjustments for the Don Pepino divestiture, the Le Sueur U.S. divestiture,

the Green Giant U.S. frozen divestiture and the commencement of the Green Giant U.S. frozen co-manufacturing business,

each of which was individually insignificant, because management believes that inclusion of such divestitures and the commencement of

the frozen co-manufacturing business, provides investors with more meaningful information.

As previously disclosed, on May 23, 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 for a purchase price of $10.6 million, which we refer to as the “Don Pepino divestiture.”

On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand for a purchase

price of $59.1 million, which we refer to as the “Le Sueur U.S. divestiture.” On March 2, 2026, we

completed the sale of our Green Giant U.S. frozen business for a purchase price of approximately $61.5 million, which we refer

to as the “Green Giant U.S. frozen divestiture.” Also on March 2, 2026, we entered into a co-manufacturing agreement

with the acquirer of the Green Giant U.S. frozen business pursuant to which we continue to manufacture for the acquirer of the

business certain Green Giant frozen vegetable products for sale by the acquirer in the United States.

(d) Exhibits.

23.1

Consent of SyCip Gorres Velayo & Co.

99.1

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.

99.2

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.

99.3

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.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

- 3 -

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

B&G FOODS, INC.

Dated: June 1, 2026

By:

/s/ Scott E. Lerner

Scott E. Lerner

Executive Vice President,

General Counsel and Secretary

- 4 -

EX-23.1 — EX. 23.1 - CONSENT OF SYCIP GORRES VELAYO & CO.

EX-23.1

Filename: tm2616326d1_ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration

Statements of B&G Foods, Inc.:

1. Form S-3 No. 333-289226;

2. Form S-8 No. 333-168845;

3. Form S-8 No. 333-150903; and

4. Form S-8 No. 333-272725

of our report dated June 1, 2026, relating to the special purpose

abbreviated financial statements of Del Monte Foods Holdings Limited and subsidiaries’ Broth and Stock Business as of and for the

year ended April 27, 2025 appearing in this Current Report on Form 8-K/A of B&G Foods, Inc.

SYCIP GORRES VELAYO & CO.

/s/ SyCip Gorres Velayo & Co.

Makati City, Philippines

June 1, 2026

EX-99.1 — EX. 99.1 - AUDITED SPECIAL PURPOSE ABBREVIATED FINANCIAL STATEMENTS OF COLLEGE INN AND KITCHEN BASICS

EX-99.1

Filename: tm2616326d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

DEL MONTE FOODS HOLDINGS LIMITED BROTH AND

STOCK BUSINESS

Special Purpose Abbreviated Financial Statements

As of and For the Year Ended

April 27, 2025

and

Independent Auditors’ Report

Report of Independent Auditors

The Board of Directors of Del Monte Foods Holdings Limited

Opinion

We have audited the special purpose abbreviated financial

statements of Del Monte Foods Holdings Limited Broth and Stock Business (the Company), which comprise the statement of assets

acquired as of April 27, 2025, and the related statement of revenue and direct expenses for the year then ended, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly,

in all material respects, the assets acquired of the Company as of April 27, 2025, and its revenue and direct operating expenses for the

year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally

accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and

to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Accounting

As discussed in Note 1 the to the financial statements, the financial

statements have been prepared for the purposes of complying with the rules and regulations of the U.S. Securities and Exchange Commission

and are not intended to be a complete presentation of the Company’s financial position or results of operations. Our opinion is

not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation

of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,

implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are

free of material misstatement, whether due to fraud or error.

- 2 -

Auditor’s Responsibilities for the Audit of the Financial

Statements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee

that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood

that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

§ Exercise professional judgment and maintain professional skepticism throughout

the audit.

§ Identify and assess the risks of material misstatement of the financial statements,

whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on

a test basis, evidence regarding the amounts and disclosures in the financial statements.

§ Obtain an understanding of internal control relevant to the audit in order

to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control. Accordingly, no such opinion is expressed.

§ Evaluate the appropriateness of accounting policies used and the reasonableness

of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

§ Conclude whether, in our judgment, there are conditions or events, considered

in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period

of time.

We are required to communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters

that we identified during the audit.

SyCip Gorres Velayo

& Co.

/s/ SyCip Gorres Velayo & Co.

Makati City, Philippines

June 1, 2026

- 3 -

DEL MONTE FOODS BROTH AND STOCK BUSINESS

Statement of Assets Acquired

(Dollars in thousands)

April 27, 2025

Assets:

Inventories

$ 26,070

Prepayments

2,008

Intangible assets

89,320

Total assets

$ 117,398

See accompanying notes to special purpose

abbreviated financial statements.

- 4 -

DEL MONTE FOODS BROTH AND STOCK BUSINESS

Statement of Revenue and Direct

Operating Expenses

Year Ended

(Dollars in thousands)

April 27, 2025

Revenue

$ 124,901

Cost of products sold

87,142

Gross profit

37,759

Selling, distribution, and administrative expenses

12,563

Impairment loss

25,980

Operating loss

$ (784 )

See accompanying notes to special purpose

abbreviated financial statements.

- 5 -

DEL MONTE FOODS BROTH AND STOCK BUSINESS

Notes to Special Purpose Abbreviated Financial

Statements

April 27, 2025

(Dollars in thousands)

1. DESCRIPTION OF BUSINESS

Del Monte Foods Holdings Limited and

certain of its affiliates (the “Company” or “Del Monte”) entered into an Asset Purchase Agreement (the “Agreement”)

on January 15, 2026 with B&G Foods North America, Inc. (the “Buyer”), which provides for the sale of certain

assets of Del Monte, pertaining to the Del Monte Foods Broth and Stock Business (the “Broth and Stock Business”). The sale

closed on March 19, 2026. The transaction included broth and stock product lines sold under the College Inn and Kitchen

Basics brands, certain trademarks and licensing agreements, and certain co-manufacturing agreements. The operating results for the

Broth and Stock Business were primarily included in Del Monte’s Flavor and Meal Enhancer (FLAME) segment. The accompanying special

purpose abbreviated financial statements for the Broth and Stock Business present the assets acquired as of April 27, 2025, and

the revenue and direct expenses for the fiscal year ended April 27, 2025.

The accompanying special purpose abbreviated

financial statements consist of balances and activity of the Broth and Stock Business. The special purpose abbreviated financial statements

were prepared for the purpose of assisting the Buyer in complying with the rules and regulations of the Securities and Exchange

Commission. These special purpose abbreviated financial statements do not necessarily reflect what the results of operations, financial

position, or cash flows would have been had the Broth and Stock Business been a separate entity nor are they indicative of future results

of the Broth and Stock Business.

2. SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying special purpose abbreviated

financial statements of the Broth and Stock Business have been prepared in accordance with U.S. generally accepted accounting principles

(“US GAAP”), and have been prepared for inclusion in the 8-K/A filing of the Buyer as required by Rule 3-05(e), “Financial

statements of business acquired or to be acquired”, of the United States Securities and Exchange Commission’s (SEC) Regulation

S-X. It is impracticable to prepare complete financial statements related to the Broth and Stock Business as it was not a separate legal

entity of Del Monte and never operated as a stand-alone business, division or subsidiary. Del Monte has never prepared full stand-alone

or full carve-out financial statements for the Broth and Stock Business and has never maintained distinct and separate accounts necessary

to prepare such financial statements. The special purpose abbreviated financial statements are based upon the Agreement and relief under

SEC Rule 3-05(e) as the acquisition by the Buyer meets the qualifying conditions established by the SEC to provide abbreviated

financial statements in lieu of full financial statements of the acquired business.

These special purpose abbreviated

financial statements have been prepared on a “carve-out” basis from the consolidated financial statements of Del Monte using

the historical results of operations and assets and include allocations of income, expenses and assets from Del Monte.

The statement of revenues and direct

expenses is not intended to be a complete presentation of the results of operations as if the Broth and Stock Business had operated independently

during the period presented. Further, we do not represent that the results as presented are indicative of the results of operations that

would have been achieved if the Broth and Stock Business had operated as a separate, stand-alone entity as of or for the period presented,

nor are they indicative of the financial condition or results of operations to be expected in the future due to changes in the business

and the omission of certain operating expenses as described below.

- 6 -

§ Assets

Assets acquired (e.g., inventories,

prepayments and intangible assets) were mainly allocated based on activity tied to a specific product identification number.

No liabilities, contingent or otherwise,

were assumed by the Buyer.

§ Revenues

Revenue associated with the transferred

business is directly identifiable within the transaction perimeter based on stock keeping unit (SKU)-level sales data recorded in the

Company’s ERP system. Gross sales are identified directly by SKU using invoice-level billing data. Trade spend associated with

promotional programs is identified through promotion codes assigned within the product hierarchy, linking promotional activity to specific

products or product categories.

Other trade spend and sales deductions,

including spoilage allowances and cash discounts, are generally accumulated at the customer level rather than by SKU. Where these deductions

could not be directly linked to individual SKUs, the balances were allocated proportionally based on gross sales associated with the

transferred products, ensuring that these adjustments follow the revenue generated by those products.

§ Cost

of Products Sold

Cost of products sold includes product

acquisition costs, logistics costs, inventory write-offs, and supply chain support costs associated with the sourcing and distribution

of the transferred products. Where possible, costs are directly identified at the SKU level using procurement, shipment, or operational

records. Costs that could not be directly attributed to individual products were allocated using operational drivers such as Raw Product

Variety (RPV) classifications, logistics metrics, facility throughput populations, or gross sales, depending on the nature of the cost.

Inventory revaluation represents differences

between actual procurement costs and standard product costs. These amounts are allocated using Raw Product Variety (RPV) classifications

maintained by Plants and Procurement Finance, which group products based on procurement and sourcing characteristics. Variances are subsequently

pushed down to the SKU level through the Anaplan model, ensuring cost adjustments follow the products generating the underlying sourcing

and supply chain activity.

Distribution-related costs, including

transfer freight and warehousing, are allocated using shipment-based logistics metrics, such as freight rates per hundredweight (CWT)

and warehouse storage rates based on pallet positions assigned to SKUs. Where shipment identifiers or product references are available,

these costs are assigned directly to the related SKUs.

Inventory damage and write-off costs

are identified at the SKU level where possible.

§ Selling,

distribution, and administrative expenses (SD&A)

Where SD&A costs are directly associated

with identifiable programs, SKUs, or shipments, they are assigned directly to those products. When the costs support multiple product

groups and could not be directly linked to the transferred products, the costs were allocated based on gross sales.

Certain expenses, such as corporate

and administrative costs and research and development, are not tracked or monitored in a manner that would enable the development of

full financial statements. Such costs have not been allocated to the special purpose abbreviated financial statements and include general

overhead costs, such as corporate human resources, accounting, legal, and other administrative services; interest income or expense;

and income taxes. As such, only costs directly related to the revenue-generating activities of the Broth and Stock Business are included

in this special purpose abbreviated financial statement, as permitted by Rule 3-05 of Regulation S-X. The statement of revenue and

direct expenses includes allocations of certain costs directly related to revenue-generating activities as discussed in the policies

below. Management believes that the allocations are reasonable.

- 7 -

§ Impairment

Loss

Impairment losses are identified based

on specific trademark.

§ Cash

flow

As the Broth and Stock Business has

historically been managed as part of the operations of the Company and has not been operated as a stand-alone entity, information about

the Broth and Stock Business’ operating, investing, and financing cash flows is not available. As such, statements of cash flows

are not presented in the special purpose abbreviated financial statements.

§ Income

tax

During the periods presented in the

special purpose abbreviated financial statements, the operations of the Broth and Stock Business were included in the consolidated U.S.

federal and state income tax returns filed by the Company. Provision for income taxes has not been presented in the special purpose abbreviated

financial statements as permissible under Rule 3-05(e).

Inventories

are stated at the lower of cost or net realizable value. The cost of inventories is based on the first-in, first-out principle using

a standard costing system. Cost of processed inventories comprises all costs of purchase, costs of conversion, and other costs incurred

in bringing the inventories to their present location and condition. The costs of conversion include raw materials, direct labor, certain

freight and warehousing costs, and indirect overhead costs.

Prepayments

Prepaid expenses represent payments

made in advance of the receipt of goods or services and are recorded at cost. These amounts are expensed over the periods in which the

related goods or services are received or the benefits are realized, generally within one year.

For purposes of the special purpose

abbreviated financial statements, only prepaid expenses that are directly identifiable to the Broth and Stock Business and expected to

be transferred to the Buyer have been included. These primarily consist of prepaid military disbursements, prepaid trade promotions,

and prepaid amounts associated with the Winn-Dixie customer.

Intangible Assets

The College Inn and Kitchen

Basics brands include both finite-lived and indefinite-lived assets. Finite-lived intangibles, such as customer relationships and

related non-compete agreements, are recorded at cost and amortized on a straight-line basis over their estimated useful lives, beginning

when the assets are placed in service. Indefinite-lived assets (trademarks) are not amortized and tested for impairment annually, or

more frequently if impairment exists.

Amortization expense is recognized

in the abbreviated statement of operations within cost of sales or operating expenses on a straight-line basis over the estimated useful

lives of these intangible assets from the date that they are available for use.

The estimated useful lives for customer

relationships and product formulations is 20 years.

- 8 -

Indefinite-lived intangible assets,

such as certain trademarks acquired through business combinations, are not amortized but are tested for impairment annually or more frequently

if indicators of impairment exist, in accordance with ASC 350, Intangibles—Goodwill & Other. Indefinite-lived

intangible assets are evaluated to identify whether the indefinite life classification remains appropriate each reporting period based

on relevant economic and legal factors.

Revenue Recognition

Revenue is recognized when the business

transfers control over a product to a customer. Revenue is measured based on the consideration specified in the contract with a customer

and excludes any amount collected on behalf of third parties.

Sales of Goods. Sales of goods

pertain to the delivery of processed, packaged and labelled food products to customers which constitutes a single performance obligation.

Customers generally obtain control of goods when the goods are delivered to the specified destination.

Each contract with a customer specifies

minimum quantity, fixed prices and effective period and is not subject to change for the contractual period unless mutually agreed by

the parties. Invoices are usually payable within 30 days from delivery.

Discounts, Trade Promotions, and

Variable Amounts. Certain customers are entitled to, and in most cases avail of, cash discounts when payments are made within a defined

time frame. For certain contracts, a penalty may be charged for late deliveries. Variable amounts related to these discounts and penalties

are recorded using the agreed rates.

Trade promotional allowances are provided

to retail and food service customers and also provides coupons to customers which are reimbursable when redeemed. Allowances and coupons

are generally considered as reductions of the transaction price when the revenue is recognized for transfer of goods.

Variable amounts related to these

allowances and coupons are estimated using the expected value method and included in the transaction price to the extent it is highly

probable that a significant revenue reversal will not subsequently occur. Accruals for trade promotions are based on expected levels

of performance. Settlement typically occurs in subsequent periods primarily through an off-invoice allowance at the time of sale or through

an authorized process for deductions taken by a customer from amounts otherwise due. Evaluation of trade promotions are performed monthly,

and adjustments are made where appropriate to reflect changes in the estimates. Coupon redemption costs are accrued based on estimates

of redemption rates that are developed by management. Management’s estimates are based on recommendations from independent coupon

redemption clearing houses as well as historical information. Should actual redemption rates vary from amounts estimated, adjustments

may be required.

Sales Returns and Warranties. Customers

generally do not have the right to return products other than for items that are damaged or defective. Expected replacements or credits

for damaged or defective products are estimated at the time revenue is recognized based on historical experience and recorded as a refund

liability when applicable. Replacements for damaged or defective products represent assurance-type warranties and do not constitute separate

performance obligations. Estimated warranty costs are accrued at the time of sale and are not material to the financial statements.

- 9 -

Cost of Products Sold

Cost of products sold includes direct

and indirect costs associated with the production and procurement of inventory, including raw materials, direct labor, manufacturing

overhead, freight, and warehousing costs necessary to bring inventory to its present condition and location. Cost of products sold also

includes inventory write-downs and reserves for obsolescence, as well as depreciation of production-related assets and amortization of

certain intangible assets utilized in manufacturing.

Selling, Distribution, and Administrative

(“SD&A”) Expenses

In general, SD&A expenses are

expensed as incurred and include costs related to marketing, trade promotions, freight and logistics, variable selling and brokerage,

and selling-related general and administrative activities associated with revenue-generating operations.

For purposes of the special purpose

abbreviated financial statements, SD&A expenses include only those costs directly attributable to the Broth and Stock Business and

exclude corporate general and administrative expenses and research and development costs.

3. USE OF ESTIMATES

The preparation of the special purpose

abbreviated financial statements in conformity with the accounting principles generally accepted in the United States of America (U.S.

GAAP) require management to make certain estimates and assumptions that affect the amounts reported in the special purpose abbreviated

financial statements and accompanying disclosures. Actual results could differ from these estimates. Further, these financial statements

include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if the Broth

and Stock Business had been operated as a separate entity, or the future results of the Broth and Stock Business. Refer to Note 5 for

further discussion of related estimates involved in the impairment assessment.

4. INVENTORIES

(in thousands)

April 27, 2025

At cost:

Raw materials

$ 25

Work-in-process

3,441

3,466

At net realizable value (NRV)

Finished goods

22,604

$ 26,070

The cost of inventories recognized at net realizable value

as of April 27, 2025, was $22.7 million. The cost of inventories recognized as expense during the year was $87.1 million.

Source of estimation uncertainty

Allowance for inventory obsolescence

and NRV

An allowance for inventory obsolescence

is recognized when inventory items are specifically identified as obsolete, have remained unsold for a certain period, or have otherwise

experienced a decline in selling prices. Obsolescence is based on the physical and internal condition of inventory items. Obsolescence

is also established when inventory items are no longer marketable. Obsolete goods, when identified, are written off. In addition to an

allowance for specifically identified obsolete inventory, an estimation is made on a group basis based on the age of the inventory items.

The condition of its inventory is reviewed on a regular basis.

- 10 -

Estimates of NRV are based on the

most reliable evidence available at the time the estimates are made and reflect management’s assessment of the value at which inventories

are expected to be realized. These estimates take into consideration fluctuations of price or cost directly relating to events occurring

after the reporting date, to the extent that such events confirm conditions existing at the reporting date. Reviews are performed for

product movement, changes in customer demand, and introduction of new products, to identify inventories which should be written down

to its net realizable value, based on age, location, and standard business unit. The write-down of inventories is reviewed periodically.

An increase in write-down of inventories would increase the recorded cost of sales and decrease current assets. In accordance with ASC

330, Inventory, subsequent recoveries of previously recognized write-downs are not reversed.

5. INTANGIBLE ASSETS

(in thousands)

Indefinite life

trademarks

Customer relationships

and product formulations

Total

Cost

At April 29, 2024

104,320

19,847

124,167

Impairment

(25,980

)

‒

(25,980

)

At April 27, 2025

78,340

19,847

98,187

Accumulated amortization

At April 29, 2024

‒

7,756

Amortization

‒

1,111

At April 27, 2025

‒

8,867

Carrying Amount

At April 27, 2025

78,340

10,980

89,320

Indefinite-lived trademarks

The indefinite life trademarks arose

from the acquisition of the “College Inn” trademark in the United States, Australia, Canada and Mexico markets and the acquisition

of “Kitchen Basics” trademark in the United States and Canada. Management has designated these assets as having indefinite

useful lives as the Company has exclusive access to the use of these trademarks on a royalty free basis and based on all relevant factors,

there is no foreseeable limit to the period over which the assets are expected to generate cash inflows for the entity.

Changes in the carrying value of indefinite-lived

trademarks were

(in thousands)

As of April 27, 2025

College Inn

Kitchen Basics

Total

Balance at April 29, 2024

$ 40,000

$ 64,320

$ 104,320

Impairment losses

‒

(25,980 )

Balance at April 27, 2025

$ 40,000

$ 38,340

$ 78,340

Customer relationships and Product

Formulations

Customer relationships relate to the

network of customers with established relationship through contracts. These are finite-lived intangible assets subject to amortization

and impairment testing under ASC 350-30 and ASC 360.

- 11 -

The following table summarizes the gross

carrying value, accumulated amortization, and net carrying value of amortizable customer relationships as of April 27, 2025, in

accordance with ASC 350-30-50-2(a):

(In thousands)

Gross

Carrying

Value

Accumulated

Amortization

Impairment

Net Carrying

Value

Customer Relationships

College Inn

$ 11,406

(7,707 )

‒

3,699

Kitchen Basics

5,012

(689 )

‒

4,323

Product Formulations

Kitchen Basics

3,429

(471 )

‒

2,958

Total

$ 19,847

(8,867 )

‒

10,980

The following table presents the remaining amortization

period for each customer relationship as of April 27, 2025:

Amortizable Customer Relationships

Remaining Amortization Period (Years)

Customer Relationships – Consumer Products

8.8

Customer Relationships - Kitchen Basics

17.3

Product Formulations - Kitchen Basics

17.3

As finite-lived intangible assets, these customer relationships

are amortized over their estimated useful lives using a straight-line method in accordance with ASC 350-30. For fiscal year ended April 27,

2025, the finite-lived customer relationships amortization expense was $1.1 million.

The estimated amortization expense for each of the next

five fiscal years is $5.5 million, with the remaining $5.4 million occurring thereafter.

(Dollars in thousands)

Remaining Amortization

2026

$ 1,111

2027

1,111

2028

1,111

2029

1,111

2030

1,111

Thereafter

5,425

Amortization expense – finite-lived intangibles

$ 10,980

Impairment considerations

Indefinite-lived intangible assets are tested for impairment

at least annually by comparing their estimated fair values to their respective carrying values. Under U.S. GAAP, indefinite-lived intangible

assets are tested individually in accordance with ASC 350. If the carrying amount exceeds fair value, an impairment loss is recognized.

Fair value is measured using valuation techniques consistent with the income and market approaches under ASC 820. Finite-lived intangible

assets are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable,

in accordance with ASC 360. Such events or circumstances may include, among others, a significant decline in market value, significant

adverse change to which the asset is being used, significant adverse change in legal factors that could affect the value, or an expectation

that the asset will be disposed of before the end of its previously estimated useful life.

When indicators of impairment are present, a two-step process

of testing for recoverability and measuring the impairment loss is performed by comparing the carrying amount of the asset to the estimated

undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted

cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset's fair value.

- 12 -

Impairment

charges related to indefinite-lived intangible assets during the year ended April 27, 2025 are as follows:

(in thousands)

April 27, 2025

College Inn

$ 40,000

Kitchen Basics

64,320

104,320

Impairment loss

(25,980 )

Balance at April 27, 2025

$ 78,340

With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate

that the related long-lived intangible assets are recoverable.

Sources of estimation uncertainty

Estimating impairment of indefinite life intangible

assets

An income approach is used to determine

the impairment of indefinite life intangible assets. An income approach estimates fair value of these assets based on the forecasts of

the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations

reflect a consideration of other marketplace participants and include the amount and timing of future cashflows (including expected growth

rates and profitability). Significant judgment by management is required to estimate the impact of macroeconomic and other factors on

future cashflows. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category

growth rates, competitive activities, cost containment and margin expansion, Company business plans, relative market position and the

discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect

the accuracy or validity of the estimates and assumptions. Estimating fair value requires the Company to project future cash flows for

each indefinite-lived asset and apply a discount rate reflecting market-participant assumptions about risk and return. Actual cash flows

will differ from these estimates as a result of differences between assumptions used and actual operations.

With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate

that the related long-lived intangible assets are recoverable.

Fair value measurements use valuation

techniques consistent with the income approach under ASC 820. Changes in discount rates, long-term margins or growth rates could significantly

affect the outcome of the impairment assessment.

The fair value measurements for indefinite

life intangible assets are classified within Level 3 of the fair-value hierarchy as such measurements incorporate inputs that are not

directly observable. These values are determined based on estimates of assumptions that market participants would use in pricing the

asset.

Estimating useful lives of customer

relationships

The Company estimates the useful lives

of its customer relationships and based on the period over which the assets are expected to be available for use. The estimated useful

lives of the customer relationships are reviewed periodically and are updated if expectations differ from previous estimates due to legal

or other limits on the use of the assets. A reduction in the estimated useful lives of customer relationships would increase recorded

amortization expense and decrease total assets.

- 13 -

6. REVENUE

Disaggregation of Revenue

(in thousands)

April 27, 2025

College Inn

$ 76,491

Kitchen Basics

48,410

$ 124,901

7. SUBSEQUENT EVENTS

Subsequent events have been evaluated

through June 1, 2026, the date these special purpose abbreviated financial statements were available for issuance.

- 14 -

EX-99.2 — EX. 99.2 - UNAUDITED SPECIAL PURPOSE ABBREVIATED INTERIM FINANCIAL STATEMENTS OF COLLEGE INN AND KITCHEN BASICS

EX-99.2

Filename: tm2616326d1_ex99-2.htm · Sequence: 4

Exhibit 99.2

DEL MONTE FOODS HOLDINGS

LIMITED BROTH AND STOCK BUSINESS

Special Purpose Abbreviated Financial Statements

(Unaudited) As of and For the Nine Months Ended

January 25, 2026

DEL MONTE FOODS BROTH

AND STOCK BUSINESS

Statement of Assets Acquired (Unaudited)

(Dollars in thousands)

January 25, 2026

Assets:

Inventories

20,232

Prepayments

1,451

Intangible assets

87,776

Total assets

$ 109,459

See accompanying notes to special purpose

abbreviated financial statements.

- 2 -

DEL MONTE FOODS BROTH

AND STOCK BUSINESS

Statement of Revenue and Direct

Expenses (Unaudited)

Nine Months Ended

(Dollars

in thousands)

January 25, 2026

Revenue

$ 93,130

Cost of products sold

65,678

Gross profit

27,452

Selling, distribution, and administrative expenses

9,185

Impairment loss

710

Operating income

$ 17,557

See accompanying notes to special purpose

abbreviated financial statements.

- 3 -

DEL MONTE FOODS BROTH

AND STOCK BUSINESS

Notes to Special Purpose

Abbreviated Financial Statements

January 25, 2026

(Dollars in thousands)

1. DESCRIPTION OF BUSINESS

Del Monte Foods Holdings Limited and

certain of its affiliates (the “Company” or “Del Monte”) entered into an Asset Purchase Agreement (the “Agreement”)

on January 15, 2026 with B&G Foods North America, Inc. (the “Buyer”), which provides for the sale of certain

assets of Del Monte, pertaining to the Del Monte Foods Broth and Stock Business (the “Broth and Stock Business”). The sale

closed on March 19, 2026. The transaction included broth and stock product lines sold under the College Inn and Kitchen

Basics brands, certain trademarks and licensing agreements and certain co-manufacturing agreements. The operating results for the

Broth and Stock Business were primarily included in Del Monte’s Flavor and Meal Enhancer (FLAME) segment. The accompanying special

purpose abbreviated financial statements for the Broth and Stock Business present the assets acquired as of January 25, 2026, and

the revenue and direct expenses for the nine months ended January 25, 2026.

The accompanying special purpose abbreviated

financial statements consist of balances and activity of the Broth and Stock Business. The special purpose abbreviated financial statements

were prepared for the purpose of assisting the Buyer in complying with the rules and regulations of the Securities and Exchange

Commission. These special purpose abbreviated financial statements do not necessarily reflect what the results of operations, financial

position, or cash flows would have been had the Broth and Stock Business been a separate entity nor are they indicative of future results

of the Broth and Stock Business.

These statements should be read in

conjunction with the audited financial statements and footnotes of the Broth and Stock Business for the fiscal year ended April 27,

2025 that are filed as an exhibit to the same Form 8-K/A to which these financial statements are filed as an exhibit. The accounting

policies used in preparing these financial statements are the same as those described in Note 2 and Note 3 to the audited financial statements

in this Form 8-K/A.

2. INVENTORIES

(in thousands)

January 25, 2026

At cost

Raw materials

$ 124

Work-in-process

2,632

2,756

At net realizable value (NRV)

Finished goods

17,476

$ 20,232

The cost of inventories recognized

at net realizable value as of January 25, 2026, was $17.6 million. The cost of inventories recognized as expense during the year

was $65.7 million.

Source of estimation uncertainty

Allowance for inventory obsolescence

and NRV

An allowance for inventory obsolescence

is recognized when inventory items are specifically identified as obsolete, have remained unsold for a certain period, or have otherwise

experienced a decline in selling prices. Obsolescence is based on the physical and internal condition of inventory items. Obsolescence

is also established when inventory items are no longer marketable. Obsolete goods, when identified, are written off. In addition to an

allowance for specifically identified obsolete inventory, an estimation is made on a group basis based on the age of the inventory items.

The condition of its inventory is reviewed on a regular basis.

- 4 -

Estimates of NRV are based on the

most reliable evidence available at the time the estimates are made and reflect management’s assessment of the value at which inventories

are expected to be realized. These estimates take into consideration fluctuations of price or cost directly relating to events occurring

after the reporting date, to the extent that such events confirm conditions existing at the reporting date. Reviews are performed for

product movement, changes in customer demand, and introduction of new products, to identify inventories which should be written down

to its net realizable value, based on age, location, and standard business unit. The write-down of inventories is reviewed periodically.

An increase in write-down of inventories would increase the recorded cost of sales and decrease current assets. In accordance with ASC

330, Inventory, subsequent recoveries of previously recognized write-downs are not reversed.

3. INTANGIBLE ASSETS

(in thousands)

Indefinite life

trademarks

Customer relationships

and product formulations

Total

Cost

At April 27, 2025

$ 78,340

19,847

98,187

Impairment

(710 )

‒

(710 )

At January 25, 2026

$ 77,630

19,847

97,477

Accumulated amortization

At April 27, 2025

‒

8,867

Amortization

‒

834

At January 25, 2026

‒

9,701

Carrying Amount

At April 27, 2025

78,340

10,980

89,320

At January 25, 2026

$ 77,630

10,146

87,776

Indefinite-lived trademarks

The indefinite life trademarks arose

from the acquisition of the “College Inn” trademark in the United States, Australia, Canada and Mexico markets and the acquisition

of “Kitchen Basics” trademark in the United States and Canada. Management has designated these assets as having indefinite

useful lives as the Company has exclusive access to the use of these trademarks on a royalty free basis and based on all relevant factors,

there is no foreseeable limit to the period over which the assets are expected to generate cash inflows for the entity.

- 5 -

Changes in the carrying value of indefinite-lived

trademarks were

(in thousands)

As of January 25, 2026

College Inn

Kitchen Basics

Total

Balance at April 27, 2025

$ 40,000

$ 38,340

$ 78,340

Impairment losses

(710 )

Balance at January 25, 2026

$ 40,000

$ 37,630

$ 77,630

Customer relationships and Product

Formulations

Customer relationships relate to the

network of customers with established relationship through contracts. These are finite-lived intangible assets subject to amortization

and impairment testing under ASC 350-30 and ASC 360.

The following table summarizes the gross carrying value,

accumulated amortization, and net carrying value of amortizable customer relationships as of January 25, 2026, in accordance with

ASC 350-30-50-2(a):

(In thousands)

Gross

Carrying

Value

Accumulated

Amortization

Impairment

Net Carrying

Value

Customer Relationships

College Inn

11,406

(8,224 )

‒

3,182

Kitchen Basics

5,012

(877 )

‒

4,135

Product Formulations

Kitchen Basics

3,429

(600 )

‒

2,829

Total

19,847

(9,701 )

‒

10,146

Impairment considerations

Indefinite-lived intangible assets are tested for impairment

at least annually by comparing their estimated fair values to their respective carrying values. Under the accounting principles generally

accepted in the United States of America (U.S. GAAP), indefinite-lived intangible assets are tested individually in accordance with ASC

350. If the carrying amount exceeds fair value, an impairment loss is recognized. Fair value is measured using valuation techniques consistent

with the income and market approaches under ASC 820. Finite-lived intangible assets are reviewed for impairment when events or changes

in circumstances indicate that their carrying amounts may not be recoverable, in accordance with ASC 360. Such events or circumstances

may include, among others, a significant decline in market value, significant adverse change to which the asset is being used, significant

adverse change in legal factors that could affect the value, or an expectation that the asset will be disposed of before the end of its

previously estimated useful life.

When indicators of impairment are present, a two-step process

of testing for recoverability and measuring the impairment loss is performed by comparing the carrying amount of the asset to the estimated

undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted

cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset's fair value.

Impairment charges related to indefinite-lived

intangible assets during the nine months ended January 25, 2026 are as follows:

- 6 -

(in thousands)

January 25, 2026

Cost

College Inn

$ 40,000

Kitchen Basics

64,320

104,320

Impairment loss

Balance at beginning of the year

(25,980 )

Impairment loss

(710 )

(26,690 )

Balance at January 25, 2026

$ 77,630

With regards to finite-lived intangible assets, the Company's estimates of future cash flows of the Broth and Stock Business indicate

that the related long-lived intangible assets may be recoverable.