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B&G Foods (NYSE: BGS) EVP gets 10,886-share award; 3,729 withheld for taxes

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Form Type
4

Rhea-AI Filing Summary

B&G Foods EVP & President of Specialty Ellen M. Schum received a compensation-related award of 10,886 shares of common stock on April 7, 2026. The award corrects an earlier error in shares granted under 2023–2025 performance share long-term incentive awards. To cover related tax obligations, 3,729 shares were withheld at $5.18 per share, leaving Schum with 172,708 directly held shares after the transactions, a net increase in ownership from this incentive adjustment rather than an open-market trade.

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Insider Schum Ellen M
Role EVP & PRES OF SPECIALTY
Type Security Shares Price Value
Grant/Award Common Stock 10,886 $0.00 --
Tax Withholding Common Stock 3,729 $5.18 $19K
Holdings After Transaction: Common Stock — 176,437 shares (Direct)
Footnotes (1)
  1. Represents the gross number of additional 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 to correct an error in the number of shares that should have been awarded to the reporting person on March 2, 2026. The actual number of additional shares issued was reduced by the number of shares withheld to satisfy tax withholding obligations. See footnote 2. Represents shares of common stock withheld to satisfy tax withholding obligations relating to the additional shares of common stock awarded for the 2023 to 2025 performance share long-term incentive awards.
Share grant 10,886 shares Common stock award correcting 2023–2025 performance shares
Tax withholding shares 3,729 shares Shares withheld to satisfy tax obligations on award
Withholding price $5.18 per share Value used for tax-withholding disposition
Post-transaction holdings 172,708 shares Directly owned common stock after Form 4 transactions
Net shares added 7,157 shares Grant minus tax-withheld shares from this award adjustment
performance share long-term incentive awards financial
"in connection with the satisfaction of applicable performance goals under the 2023 to 2025 performance share long-term incentive awards"
tax withholding obligations financial
"reduced by the number of shares withheld to satisfy tax withholding obligations"
grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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)
04/07/2026		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 Stock04/07/2026A10,886(1)A$0176,437D
Common Stock04/07/2026F3,729(2)D$5.18172,708D
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 the gross number of additional 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 to correct an error in the number of shares that should have been awarded to the reporting person on March 2, 2026. The actual number of additional 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 additional shares of common stock awarded for the 2023 to 2025 performance share long-term incentive awards.
/s/ Scott E. Lerner as attorney-in-fact for Ellen M. Schum04/09/2026
** 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 insider transaction did B&G Foods (BGS) report for Ellen M. Schum?

B&G Foods reported that EVP & President of Specialty Ellen M. Schum received a grant of 10,886 shares of common stock tied to 2023–2025 performance share awards. Part of this award was immediately withheld in shares to satisfy related tax obligations.

How many B&G Foods shares were awarded and withheld in this Form 4?

Ellen M. Schum was awarded 10,886 shares of B&G Foods common stock and 3,729 of those shares were withheld to cover tax obligations. The withholding reflects a non-market tax payment mechanism, not an open-market sale of existing holdings.

Why did Ellen M. Schum receive additional B&G Foods shares for 2023–2025 performance awards?

The additional shares were granted to correct an error in the number of shares that should have been awarded under 2023–2025 performance share long-term incentive awards. This adjustment aligns her equity compensation with previously established performance goals.

Did this B&G Foods Form 4 involve any open-market buying or selling of shares?

No open-market trades occurred. The filing shows a compensation-related share grant and a tax-withholding disposition where 3,729 shares were withheld at $5.18 per share to satisfy tax liabilities tied to the new award, rather than being sold in the market.

What is Ellen M. Schum’s B&G Foods share ownership after these transactions?

After the grant and tax withholding, Ellen M. Schum directly holds 172,708 shares of B&G Foods common stock. This reflects a net increase in her equity position from the performance-based award correction described in the Form 4 filing.