B&G Foods (NYSE: BGS) SVP gets stock award as shares withheld for taxes

Rhea-AI Filing Summary

B&G Foods, Inc. reported that senior vice president Kristen A. Thompson received an equity award of 6,164 shares of common stock in connection with achieving performance goals under 2023–2025 performance share long-term incentive awards. To cover related tax withholding obligations, 2,473 shares were withheld at a value of $5.18 per share. After these transactions, Thompson directly owned 29,353 shares of B&G Foods common stock.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Thompson Kristen A.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, PRESIDENT OF FROZEN & VEG

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		6,164(1)	A	$0	31,826(2)	D
Common Stock	03/02/2026		F		2,473(3)	D	$5.18	29,353	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 161 shares acquired under a dividend reinvestment plan on May 1, 2025; 273 shares acquired under a dividend reinvestment plan on July 31, 2025; 272 shares acquired under a dividend reinvestment plan on October 28, 2025; and 282 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 Kristen A. Thompson	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did B&G Foods (BGS) report for Kristen A. Thompson?

B&G Foods reported that Kristen A. Thompson received a grant of 6,164 shares of common stock tied to 2023–2025 performance share awards. Of those, 2,473 shares were withheld to satisfy tax obligations, leaving her with 29,353 directly owned shares after the transactions.

Was the B&G Foods (BGS) insider transaction an open-market buy or sell?

The filing shows a stock award and tax withholding, not open-market trading. Thompson acquired 6,164 shares as a performance-based grant, while 2,473 shares were disposed of solely to cover tax withholding obligations related to those long-term incentive awards.

How many B&G Foods (BGS) shares does Kristen A. Thompson own after the transactions?

Following the equity award and tax withholding, Kristen A. Thompson directly owns 29,353 shares of B&G Foods common stock. This figure reflects the net amount after 2,473 shares were withheld to satisfy tax liabilities on the 6,164-share performance award.

What price was used for the B&G Foods (BGS) tax-withholding share disposition?

For the tax-withholding disposition, 2,473 B&G Foods common shares were valued at $5.18 per share. These shares were withheld to satisfy tax obligations associated with the vesting of 2023–2025 performance share long-term incentive awards granted to Kristen A. Thompson.

What performance period was tied to Kristen A. Thompson’s B&G Foods (BGS) stock award?

The stock award to Kristen A. Thompson relates to the 2023 to 2025 performance share long-term incentive awards. Shares were granted upon satisfaction of applicable performance goals, then reduced by the number withheld to cover associated tax withholding obligations.