B&G Foods (BGS) EVP gets 16,170-share performance grant, 6,474 withheld for taxes

Rhea-AI Filing Summary

B&G Foods EVP Andrew D. Vogel reported equity compensation and related tax withholding transactions involving the company’s common stock. He received a grant of 16,170 shares in connection with meeting performance goals under the 2023–2025 performance share long-term incentive awards. To cover associated tax withholding obligations on this award, 6,474 shares were withheld at a price of $5.18 per share, rather than sold in an open-market transaction. After these transactions, Vogel directly owned 70,679 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

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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^*

Vogel Andrew D

(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, PRESIDENT OF MEALS

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		16,170(1)	A	$0	77,153	D
Common Stock	03/02/2026		F		6,474(2)	D	$5.18	70,679	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 as attorney-in-fact for Andrew D. Vogel	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 Andrew D. Vogel?

B&G Foods reported that EVP Andrew D. Vogel received a 16,170-share performance-based stock award and had 6,474 shares withheld to cover taxes. These movements reflect equity compensation and tax withholding, not open-market buying or selling.

How many B&G Foods (BGS) shares did Andrew D. Vogel acquire in this Form 4?

Andrew D. Vogel was granted 16,170 shares of B&G Foods common stock. The grant was tied to achieving performance goals for the 2023–2025 performance share long-term incentive awards, representing non-cash equity compensation awarded by the company.

Why were 6,474 B&G Foods (BGS) shares disposed of in Andrew D. Vogel’s Form 4?

The 6,474 shares shown as a disposition were withheld to satisfy tax withholding obligations related to the 2023–2025 performance share awards. According to the filing, this was a tax-withholding mechanism, not an open-market sale initiated by Vogel.

What is Andrew D. Vogel’s B&G Foods (BGS) share ownership after these transactions?

Following the reported equity award and tax-withholding disposition, Andrew D. Vogel directly owned 70,679 shares of B&G Foods common stock. This reflects his updated direct ownership position as reported in the Form 4 filing on the transaction date.

What type of equity award did B&G Foods (BGS) grant to Andrew D. Vogel?

B&G Foods granted Andrew D. Vogel common stock in connection with 2023–2025 performance share long-term incentive awards. The 16,170-share grant reflects the gross shares earned after satisfaction of applicable performance goals defined under that incentive program.

Was Andrew D. Vogel’s B&G Foods (BGS) tax withholding done via open-market sale?

No. The filing states that 6,474 shares were withheld to satisfy tax withholding obligations on the performance share award. This indicates an administrative share withholding process, not an open-market sale directed by Vogel.