B&G Foods (NYSE: BGS) CEO granted 281,820 shares; 116,971 withheld for taxes

Rhea-AI Filing Summary

B&G Foods, Inc. reported that President & CEO Kenneth C. Keller received an equity award and related share withholding. On the transaction date, he was granted 281,820 shares of common stock at $0.00 per share in connection with achieving performance goals under 2023 to 2025 performance share long-term incentive awards.

To cover tax withholding obligations on this award, 116,971 shares of common stock were disposed of at $5.18 per share through a tax-withholding disposition rather than an open-market sale. After these transactions, Keller directly owned 638,521 shares of B&G Foods common stock, including shares previously accumulated through a dividend reinvestment plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keller Kenneth C Jr

(Last) (First) (Middle)

C/O B&G FOODS, INC.

8 SYLVAN WAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
B&G Foods, Inc. [ BGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		A		281,820(1)	A	$0	755,492(2)	D
Common Stock	03/02/2026		F		116,971(3)	D	$5.18	638,521	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the gross number of shares of common stock awarded to the reporting person in connection with the satisfaction of applicable performance goals under the 2023 to 2025 performance share long-term incentive awards. The actual number of shares issued was reduced by the number of shares withheld to satisfy tax withholding obligations. See footnote 3.

2. Includes 1,978 shares acquired under a dividend reinvestment plan on May 1, 2025; 3,354 shares acquired under a dividend reinvestment plan on July 31, 2025; 3,346 shares acquired under a dividend reinvestment plan on October 28, 2025; and 3,468 shares acquired under a dividend reinvestment plan on January 27, 2026.

3. Represents shares of common stock withheld to satisfy tax withholding obligations relating to the 2023 to 2025 performance share long-term incentive awards.

	/s/ Scott E. Lerner as attorney-in-fact for Kenneth C. Keller	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did B&G Foods (BGS) CEO Kenneth C. Keller receive in this Form 4 filing?

Kenneth C. Keller received an equity award of 281,820 shares of B&G Foods common stock. The award was granted at $0.00 per share after achieving performance goals under 2023–2025 performance share long-term incentive awards.

Why were some B&G Foods (BGS) shares disposed of in Keller’s Form 4?

The filing shows 116,971 shares of common stock were disposed of at $5.18 per share to satisfy tax withholding obligations related to the performance share award, described as a tax-withholding disposition rather than an open-market sale.

How many B&G Foods (BGS) shares does CEO Kenneth C. Keller own after these transactions?

After the reported transactions, Kenneth C. Keller directly owns 638,521 shares of B&G Foods common stock. This total includes shares accumulated earlier through a dividend reinvestment plan, as described in the filing footnotes.

What performance period is tied to Kenneth C. Keller’s B&G Foods (BGS) share award?

The share grant is tied to 2023 to 2025 performance share long-term incentive awards. The filing explains the 281,820-share award reflects satisfaction of applicable performance goals over that incentive period, before reducing shares for tax withholding.

Was Kenneth C. Keller’s B&G Foods (BGS) share disposition an open-market sale?

The disposition was reported under code F, indicating shares were withheld to pay tax obligations on the equity award. The description specifies this as payment of tax liability by delivering securities, not a discretionary open-market share sale.

How were dividend reinvestment plan shares reflected for B&G Foods (BGS) CEO Keller?

A footnote states his holdings include shares acquired under a dividend reinvestment plan on several dates in 2025 and early 2026. These reinvested dividends contributed to the overall 638,521 shares owned after the reported transactions.