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B&G Foods (NYSE: BGS) EVP granted 42,518 restricted shares, 7,535 withheld for taxes

Filing Impact
(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

B&G Foods, Inc. executive Ellen M. Schum received a grant of 42,518 shares of restricted common stock as equity compensation. According to the plan terms, these restricted shares vest in three equal installments on March 25, 2027, March 25, 2028, and March 25, 2029. On the same date, 7,535 shares of common stock were withheld by B&G Foods to cover tax obligations arising from the vesting of 22,000 previously granted restricted shares. After these compensation and tax-withholding transactions, Schum directly holds 165,551 shares of B&G Foods common stock. These events reflect routine stock-based compensation and related tax withholding rather than open-market buying or selling.

Positive

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Negative

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Insights

Routine equity grant and tax withholding with no open-market trading.

Ellen M. Schum, EVP & President of Specialty at B&G Foods, received 42,518 restricted shares at no cost under the company’s Omnibus Incentive Compensation Plan. The award vests in three equal tranches on March 25, 2027, March 25, 2028, and March 25, 2029.

Separately, 7,535 shares were withheld at $5.11 per share to satisfy tax obligations from the vesting of 22,000 restricted shares granted in prior years. This F-code disposition is a non-market, mechanical tax payment method, not an open-market sale.

Following these transactions, Schum directly holds 165,551 common shares. With no open-market purchases or sales and no derivative exercises disclosed, this filing primarily documents ongoing compensation and standard tax treatment, which is typically neutral from an investment-sentiment perspective.

Insider Schum Ellen M
Role EVP & PRES OF SPECIALTY
Type Security Shares Price Value
Grant/Award Common Stock 42,518 $0.00 --
Tax Withholding Common Stock 7,535 $5.11 $39K
Holdings After Transaction: Common Stock — 173,086 shares (Direct)
Footnotes (1)
  1. Represents shares of restricted stock granted to the reporting person pursuant to the B&G Foods, Inc. Omnibus Incentive Compensation Plan. The shares of restricted stock vest one-third on each of March 25, 2027, March 25, 2028 and March 25, 2029. Represents shares of common stock withheld by B&G Foods to satisfy tax withholding obligations upon the vesting on March 25, 2026 of 22,000 shares of restricted stock, or one-third of the total number of shares of restricted stock, issued to the reporting person on March 24, 2023, March 25, 2024 and March 25, 2025 pursuant to the B&G Foods, Inc. Omnibus Incentive Compensation Plan.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Schum Ellen M
(Last)(First)(Middle)
C/O B&G FOODS, INC.
8 SYLVAN WAY
(Street)
PARSIPPANY NEW JERSEY 07054
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
B&G Foods, Inc. [ BGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & PRES OF SPECIALTY
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/25/2026A42,518(1)A$0173,086D
Common Stock03/25/2026F7,535(2)D$5.11165,551D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of restricted stock granted to the reporting person pursuant to the B&G Foods, Inc. Omnibus Incentive Compensation Plan. The shares of restricted stock vest one-third on each of March 25, 2027, March 25, 2028 and March 25, 2029.
2. Represents shares of common stock withheld by B&G Foods to satisfy tax withholding obligations upon the vesting on March 25, 2026 of 22,000 shares of restricted stock, or one-third of the total number of shares of restricted stock, issued to the reporting person on March 24, 2023, March 25, 2024 and March 25, 2025 pursuant to the B&G Foods, Inc. Omnibus Incentive Compensation Plan.
/s/ Michele L. Misher as attorney-in-fact for Ellen M. Schum03/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did B&G Foods (BGS) executive Ellen Schum report in this Form 4?

Ellen Schum reported a grant of 42,518 restricted B&G Foods shares and a withholding of 7,535 shares for taxes. These transactions reflect stock-based compensation and related tax payments, not open-market buying or selling activity.

How many B&G Foods restricted shares were granted to Ellen Schum and when do they vest?

Ellen Schum received 42,518 restricted B&G Foods shares. They vest in three equal installments on March 25, 2027, March 25, 2028, and March 25, 2029 under the company’s Omnibus Incentive Compensation Plan, aligning her compensation with longer-term company performance.

Why were 7,535 B&G Foods shares withheld in Ellen Schum’s Form 4 filing?

The 7,535 B&G Foods shares were withheld to satisfy tax withholding obligations. The tax arose from the March 25, 2026 vesting of 22,000 restricted shares previously granted to Ellen Schum, making this a mechanical tax-withholding disposition rather than an open-market sale.

How many B&G Foods shares does Ellen Schum own after these Form 4 transactions?

After the reported transactions, Ellen Schum directly holds 165,551 shares of B&G Foods common stock. This total reflects the new restricted stock grant and the 7,535 shares withheld to cover taxes, providing context for her ongoing equity stake in the company.

Does Ellen Schum’s B&G Foods Form 4 show any open-market stock purchases or sales?

The Form 4 does not show open-market purchases or sales. It reports an A-code grant of 42,518 restricted shares and an F-code tax-withholding disposition of 7,535 shares, both typical equity compensation events rather than discretionary trading in the open market.

What compensation plan governed Ellen Schum’s restricted stock transactions at B&G Foods?

Both the new 42,518-share restricted stock grant and the 22,000 shares that vested were issued under the B&G Foods, Inc. Omnibus Incentive Compensation Plan. This plan provides stock-based awards intended to align executive compensation with company performance over multiple years.