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B&G Foods (NYSE: BGS) grants restricted stock, withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

B&G Foods, Inc. reported that VP and Chief Accounting Officer Michael Adasczik received a grant of 14,991 shares of restricted common stock under the company’s Omnibus Incentive Compensation Plan. These restricted shares vest in three equal installments on March 25, 2027, March 25, 2028 and March 25, 2029.

On the same date, 2,625 shares of common stock were withheld by B&G Foods at $5.11 per share to satisfy tax withholding obligations tied to the vesting of 7,664 previously granted restricted shares. Following these transactions, Adasczik directly holds 49,673 shares of common stock. The tax withholding is a non-market disposition rather than an open-market sale.

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Insider Adasczik Michael
Role VP, CHIEF ACCOUNTING OFFICER
Type Security Shares Price Value
Grant/Award Common Stock 14,991 $0.00 --
Tax Withholding Common Stock 2,625 $5.11 $13K
Holdings After Transaction: Common Stock — 52,298 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 7,664 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*
Adasczik Michael
(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)
VP, CHIEF ACCOUNTING OFFICER
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 Stock03/25/2026A14,991(1)A$052,298D
Common Stock03/25/2026F2,625(2)D$5.1149,673D
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 7,664 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 Michael D. Adasczik03/27/2026
** 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 insider stock transactions did BGS VP Michael Adasczik report?

Michael Adasczik reported a grant of 14,991 restricted B&G Foods shares and a withholding of 2,625 shares to cover tax obligations. These actions are compensation-related rather than open-market buying or selling of stock.

How many BGS shares does Michael Adasczik hold after this Form 4?

After the reported transactions, Michael Adasczik directly holds 49,673 shares of B&G Foods common stock. This figure reflects the new restricted stock grant and the 2,625 shares withheld to satisfy tax withholding obligations on vesting restricted stock.

Was the BGS insider transaction an open-market stock sale?

No, the disposition was not an open-market sale. B&G Foods withheld 2,625 shares at $5.11 per share solely to satisfy tax withholding obligations triggered by the vesting of previously granted restricted stock awards.

What are the vesting terms of Michael Adasczik’s new BGS restricted stock?

The 14,991 restricted shares granted to Michael Adasczik vest in three equal installments. One-third vests on March 25, 2027, another third on March 25, 2028, and the final third on March 25, 2029, under the company’s Omnibus Incentive Compensation Plan.

Why did B&G Foods withhold 2,625 BGS shares from Michael Adasczik?

B&G Foods withheld 2,625 shares to cover tax withholding obligations arising from the March 25, 2026 vesting of 7,664 restricted shares. Those vested shares came from awards granted in 2023, 2024 and 2025 under the Omnibus Incentive Compensation Plan.