[Form 4] B&G Foods, Inc. Insider Trading Activity

Rhea-AI Filing Summary

B&G Foods EVP of Supply Chain Martin C. Schoch reported equity compensation activity involving company common stock. On March 2, 2026, he received a grant of 18,867 shares of common stock at no cost in connection with achieving performance goals under the 2023–2025 performance share long‑term incentive awards. In a related step the same day, 7,546 shares were withheld at a price of $5.18 per share to cover tax withholding obligations on this award, leaving him with 45,668 shares of common stock held directly after these transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schoch Martin C.

Role EVP of Supply Chain

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,867	$0.00	--
Tax Withholding	Common Stock	7,546	$5.18	$39K

Holdings After Transaction: Common Stock — 53,214 shares (Direct)

Footnotes (1)

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. Represents shares of common stock withheld to satisfy tax withholding obligations relating to the 2023 to 2025 performance share long-term incentive awards.

Form 4 Insider Transactions: What Each Field Means →

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^*

Schoch Martin C.

(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 Supply Chain

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		18,867(1)	A	$0	53,214	D
Common Stock	03/02/2026		F		7,546(2)	D	$5.18	45,668	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 Martin C. Schoch	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 Martin C. Schoch?

B&G Foods reported that EVP of Supply Chain Martin C. Schoch received 18,867 shares of common stock as a performance-based award. On the same date, 7,546 shares were withheld to satisfy tax obligations tied to the 2023–2025 performance share long-term incentive awards.

Was Martin C. Schoch’s B&G Foods Form 4 transaction a market buy or sell?

The Form 4 shows an equity grant and related tax withholding, not an open market buy or sell. Schoch received 18,867 shares at no cost, and 7,546 shares were withheld at $5.18 per share to cover tax liabilities on the award.

How many B&G Foods (BGS) shares does Martin C. Schoch hold after these transactions?

After the performance award and related tax withholding, Martin C. Schoch directly holds 45,668 shares of B&G Foods common stock. This reflects the grant of 18,867 shares and the withholding of 7,546 shares for tax obligations related to the 2023–2025 incentive awards.

What is the nature of the 18,867-share award to Martin C. Schoch at B&G Foods?

The 18,867-share award represents common stock granted upon satisfaction of performance goals under B&G Foods’ 2023–2025 performance share long-term incentive awards. These shares were awarded at no cost as part of his executive compensation, subject to tax withholding in shares.

Why were 7,546 B&G Foods shares withheld from Martin C. Schoch’s award?

The 7,546 shares of B&G Foods common stock were withheld to satisfy tax withholding obligations arising from the 2023–2025 performance share long-term incentive awards. Instead of paying cash taxes, a portion of the granted shares was retained for this purpose.