B&G Foods (BGS) EVP Eric Hart gets 34,538-share grant, 12,992 withheld for taxes

Rhea-AI Filing Summary

B&G Foods, Inc. executive Eric H. Hart reported equity compensation tied to long-term performance goals. On March 2, 2026, he acquired 34,538 shares of common stock at $0.00 per share as a grant under the 2023–2025 performance share long-term incentive awards. A separate transaction the same day shows 12,992 shares of common stock withheld at $5.18 per share to cover tax obligations from these awards, rather than an open-market sale. After these transactions, Hart directly owned 133,957 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^*

Hart Eric H

(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 OF HUMAN RESOURCES & CHRO

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		34,538(1)	A	$0	146,949	D
Common Stock	03/02/2026		F		12,992(2)	D	$5.18	133,957	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 Eric H. Hart	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 Eric H. Hart?

B&G Foods reported that Eric H. Hart received a grant of 34,538 common shares and had 12,992 shares withheld for taxes. Both transactions occurred on March 2, 2026 and relate to 2023–2025 performance share long-term incentive awards.

Was the B&G Foods (BGS) insider transaction a stock sale by Eric H. Hart?

The filing does not show an open-market sale. Instead, 12,992 shares were withheld at $5.18 per share to satisfy tax withholding obligations from performance share awards, while 34,538 shares were granted as equity compensation to Eric H. Hart.

How many B&G Foods (BGS) shares does Eric H. Hart own after this Form 4?

After the reported transactions, Eric H. Hart directly owns 133,957 shares of B&G Foods common stock. This figure reflects both the 34,538-share grant and the 12,992 shares withheld to cover tax obligations tied to performance share awards.

What is the nature of the B&G Foods (BGS) equity grant to Eric H. Hart?

The grant represents 34,538 common shares awarded for achieving performance goals under the 2023 to 2025 performance share long-term incentive awards. The shares were issued at no cash cost to Hart as part of his executive compensation package.

Why were some B&G Foods (BGS) shares withheld in Eric H. Hart’s Form 4?

According to the filing footnotes, 12,992 common shares were withheld to satisfy tax withholding obligations arising from the 2023–2025 performance share long-term incentive awards, rather than being sold in the open market by Eric H. Hart.

What transaction codes are used in Eric H. Hart’s B&G Foods (BGS) Form 4?

The Form 4 shows code "A" for a grant or award acquisition of 34,538 shares and code "F" for 12,992 shares withheld to pay tax liabilities related to those awards, both involving B&G Foods common stock held directly by Eric H. Hart.