B&G Foods (NYSE: BGS) EVP granted 34,583 restricted shares; 4,840 withheld for taxes

Rhea-AI Filing Summary

B&G Foods EVP of Supply Chain Martin C. Schoch received 34,583 shares of restricted common stock as equity compensation. The grant was made under the B&G Foods Omnibus Incentive Compensation Plan and vests in three equal installments on March 25, 2027, March 25, 2028 and March 25, 2029.

On the same date, 4,840 shares were withheld at $5.11 per share to cover tax obligations related to the vesting of 14,130 previously granted restricted shares. After these transactions, Schoch directly holds 64,090 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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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^*

Schoch Martin C.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP of Supply Chain

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/25/2026		A		34,583(1)	A	$0	68,930	D
Common Stock	03/25/2026		F		4,840(2)	D	$5.11	64,090	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 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 14,130 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 Martin C. Schoch	03/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did B&G Foods (BGS) EVP Martin C. Schoch receive in this Form 4 filing?

Martin C. Schoch received 34,583 shares of restricted common stock as equity compensation. The award was granted under B&G Foods’ Omnibus Incentive Compensation Plan and represents a non-cash grant that will vest over a multi‑year schedule.

How do the new restricted stock awards for B&G Foods (BGS) EVP vest over time?

The 34,583 restricted shares granted to Martin C. Schoch vest in three equal parts. One‑third vests on March 25, 2027, another third on March 25, 2028, and the final third on March 25, 2029, subject to plan terms.

Why were 4,840 B&G Foods (BGS) shares disposed of in this Form 4?

The 4,840 shares shown as a disposition were withheld by B&G Foods to satisfy tax withholding obligations. They relate to the vesting of 14,130 restricted shares previously granted, rather than an open‑market sale by the executive.

What is Martin C. Schoch’s B&G Foods (BGS) share ownership after these transactions?

Following the grant and tax withholding, Martin C. Schoch directly owns 64,090 shares of B&G Foods common stock. This reflects his updated equity position after receiving new restricted stock and having shares withheld for associated taxes.

Is the B&G Foods (BGS) Form 4 for Martin C. Schoch a purchase or a compensation grant?

The Form 4 reflects a compensation grant, not an open‑market purchase. Schoch received 34,583 restricted shares at no cash cost, along with share withholding to cover taxes on earlier restricted stock vesting.