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B&G Foods (NYSE: BGS) grants CEO Robert Mills 900,000 options and restricted stock

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Form Type
4

Rhea-AI Filing Summary

B&G Foods, Inc. reported that President & CEO Robert D. Mills received equity awards in connection with his appointment. He was granted 134,408 shares of restricted common stock, vesting one-third on each of December 31, 2026, 2027 and 2028, bringing his directly held common shares to 234,064. He also received a one-time grant of 900,000 stock options with a $3.40 exercise price, vesting in three equal installments on the same December 31 dates and expiring on August 10, 2036.

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Insider Mills Robert D
Role President & CEO
Type Security Shares Price Value
Grant/Award Employee Stock Option (Right to Buy) F2, F3 900,000 $0.00 $0.00
Grant/Award Common Stock F1 134,408 $0.00 $0.00
Holdings After Transaction: Employee Stock Option (Right to Buy) — 900,000 shares (Direct); Common Stock — 234,064 shares (Direct)
Footnotes (3)
  1. F1. Represents a one-time, sign-on grant of restricted stock to the reporting person in connection with his appointment as President and Chief Executive Officer of B&G Foods pursuant to his employment agreement and the B&G Foods, Inc. Omnibus Incentive Compensation Plan. The shares of restricted stock vest one-third on each of December 31, 2026, December 31, 2027 and December 31, 2028.
  2. F2. Represents a one-time, sign-on grant of stock options to the reporting person in connection with his appointment as President and Chief Executive Officer of B&G Foods pursuant to his employment agreement and the B&G Foods, Inc. Omnibus Incentive Compensation Plan.
  3. F3. The options vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028.
Restricted stock granted 134,408 shares One-time sign-on restricted stock grant to CEO on August 10, 2026
Common shares held after grant 234,064 shares CEO’s direct common stock holdings following the restricted stock award
Stock options granted 900,000 options One-time sign-on stock option grant to CEO on August 10, 2026
Option exercise price $3.40 per share Exercise price for 900,000 stock options granted to CEO
Option expiration date August 10, 2036 Expiration date of the CEO’s 900,000 stock options
Vesting dates December 31, 2026, 2027, 2028 Three equal vesting installments for both restricted stock and options
restricted stock financial
"Represents a one-time, sign-on grant of restricted stock to the reporting person"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
stock options financial
"Represents a one-time, sign-on grant of stock options to the reporting person"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
Omnibus Incentive Compensation Plan financial
"pursuant to his employment agreement and the B&G Foods, Inc. Omnibus Incentive Compensation Plan"
An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.
vesting financial
"The shares of restricted stock vest one-third on each of December 31, 2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What equity awards did BGS grant to CEO Robert D. Mills?

B&G Foods granted CEO Robert D. Mills 134,408 restricted shares and 900,000 stock options at a $3.40 exercise price as a one-time sign-on equity package under its Omnibus Incentive Compensation Plan.

How do the restricted stock awards for BGS CEO Robert D. Mills vest?

The 134,408 restricted shares granted to BGS CEO Robert D. Mills vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028, subject to the terms of his employment agreement and the incentive plan.

What are the terms of the 900,000 BGS stock options granted to the CEO?

Robert D. Mills received 900,000 stock options to buy B&G Foods common stock at $3.40 per share. These options vest in three equal tranches on December 31, 2026, December 31, 2027 and December 31, 2028, and expire on August 10, 2036.

How many BGS common shares does CEO Robert D. Mills hold after this Form 4?

After the reported grants, Robert D. Mills directly holds 234,064 shares of B&G Foods common stock. This total includes the 134,408 restricted shares received as a one-time sign-on award in connection with his appointment as President and CEO.

Were the BGS CEO equity awards part of a sign-on package?

Yes. Both the 134,408 restricted shares and the 900,000 stock options were disclosed as one-time, sign-on grants to Robert D. Mills in connection with his appointment as President and Chief Executive Officer under his employment agreement and the Omnibus Incentive Compensation Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Mills Robert D

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026
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 Stock08/10/2026A134,408(1)A$0234,064D
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
Employee Stock Option (Right to Buy)$3.408/10/2026A900,000(2) (3)08/10/2036Common Stock900,000$0900,000D
Explanation of Responses:
1. Represents a one-time, sign-on grant of restricted stock to the reporting person in connection with his appointment as President and Chief Executive Officer of B&G Foods pursuant to his employment agreement and the B&G Foods, Inc. Omnibus Incentive Compensation Plan. The shares of restricted stock vest one-third on each of December 31, 2026, December 31, 2027 and December 31, 2028.
2. Represents a one-time, sign-on grant of stock options to the reporting person in connection with his appointment as President and Chief Executive Officer of B&G Foods pursuant to his employment agreement and the B&G Foods, Inc. Omnibus Incentive Compensation Plan.
3. The options vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028.
/s/ Michele L. Misher as attorney-in-fact for Robert D. Mills08/12/2026
** 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)