Executive at B&G Foods (NYSE: BGS) receives stock award, shares withheld for taxes

Rhea-AI Filing Summary

B&G Foods EVP & General Counsel Scott E. Lerner reported stock-based compensation activity involving the company’s common stock. On the satisfaction of performance goals for his 2023–2025 performance share long-term incentive awards, he received a grant of 45,972 shares at no cost.

To cover related tax withholding obligations, 16,618 shares were withheld at a price of $5.18 per share, which is recorded as a tax-withholding disposition rather than an open-market sale. After these transactions, Lerner directly owned 263,366 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

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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^*

Lerner Scott E

(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)
	EVP & GENERAL COUNSEL

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		45,972(1)	A	$0	279,984	D
Common Stock	03/02/2026		F		16,618(2)	D	$5.18	263,366	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 2.

2. 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	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 Scott E. Lerner?

B&G Foods reported that EVP & General Counsel Scott E. Lerner received 45,972 shares of common stock as a performance-based award, and 16,618 of those shares were withheld to satisfy tax obligations. These movements were recorded as an acquisition and a tax-withholding disposition.

How many B&G Foods (BGS) shares did Scott E. Lerner acquire in this Form 4?

Scott E. Lerner was awarded 45,972 shares of B&G Foods common stock upon meeting performance goals for 2023–2025 incentive awards. This award reflects stock-based compensation, not an open-market purchase, and increased his reported direct holdings before tax withholding was applied.

Why were some B&G Foods (BGS) shares disposed of in Scott E. Lerner’s Form 4?

The 16,618 B&G Foods shares shown as a disposition were withheld to satisfy tax withholding obligations from Lerner’s performance share award. This is classified as a tax-withholding disposition, not a voluntary market sale, and is a common treatment for equity compensation.

What is Scott E. Lerner’s B&G Foods (BGS) share ownership after these transactions?

Following the performance share award and related tax withholding, Scott E. Lerner directly owned 263,366 shares of B&G Foods common stock. This figure reflects his updated holdings after both the grant of 45,972 shares and the withholding of 16,618 shares for taxes.

What do the performance share awards mean in B&G Foods (BGS) Form 4?

The Form 4 shows Lerner’s 2023–2025 performance share awards converted into 45,972 common shares after applicable performance goals were met. These shares are part of B&G Foods’ long-term incentive program, aligning executive compensation with multi-year performance targets and shareholder outcomes.