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B&G Foods (NYSE: BGS) director takes $295K compensation in stock and options

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

Rhea-AI Filing Summary

B&G Foods director Stephen Sherrill reported compensation-related stock awards, not open-market trades. He received a grant of 26,915 shares of Common Stock at no cost, bringing his direct holdings to 404,666 shares. He was also granted stock options for 189,111 shares of Common Stock at an exercise price of $3.99 per share, exercisable beginning on June 1, 2027 and expiring on June 1, 2036. Footnotes explain that non-employee directors receive an annual equity grant of approximately $130,000 in stock and that Sherrill elected to receive all $165,000 of his annual board service fee in the form of options instead of cash.

Positive

  • None.

Negative

  • None.
Insider SHERRILL STEPHEN
Role null
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 189,111 $0.8725 $165K
Grant/Award Common Stock 26,915 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 189,111 shares (Direct, null); Common Stock — 404,666 shares (Direct, null)
Footnotes (1)
  1. Each non-employee director of B&G Foods receives an annual equity grant of approximately $130,000 of Common Stock based upon a 30-day average closing price as part of his or her non-employee director compensation. Each non-employee director of B&G Foods at his or her option may choose to receive the cash portion of his or her annual board service fee (or any portion thereof) in an equivalent amount of options instead of cash. Mr. Sherrill elected to receive all $165,000 of his annual board service fee in the form of options.
Common stock grant 26,915 shares Equity grant to non-employee director on June 1, 2026
Shares owned after grant 404,666 shares Total direct Common Stock holdings after award
Option grant size 189,111 options Stock Option (Right to Buy) granted June 1, 2026
Option exercise price $3.99 per share Exercise price for 189,111 stock options
Option grant value per share $0.8725 per option Grant-date price per option in the filing
Annual equity grant $130,000 Approximate yearly Common Stock grant to non-employee directors
Board fee taken in options $165,000 Annual board service fee Sherrill elected to receive as options
non-employee director financial
"Each non-employee director of B&G Foods receives an annual equity grant"
annual equity grant financial
"receives an annual equity grant of approximately $130,000 of Common Stock"
Stock Option (Right to Buy) financial
"Stock Option (Right to Buy)"
exercise price financial
"conversion_or_exercise_price": "3.9900""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
board service fee financial
"all $165,000 of his annual board service fee in the form of options"
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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*
SHERRILL STEPHEN
(Last)(First)(Middle)
C/O BRS, INC.
126 EAST 56TH STREET, 29TH FLOOR
(Street)
NEW YORK NEW JERSEY 10022
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Stock06/01/2026A26,915A$0(1)404,666D
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
Stock Option (Right to Buy)$3.9906/01/2026A189,11106/01/202706/01/2036Common Stock189,111$0.8725(2)189,111D
Explanation of Responses:
1. Each non-employee director of B&G Foods receives an annual equity grant of approximately $130,000 of Common Stock based upon a 30-day average closing price as part of his or her non-employee director compensation.
2. Each non-employee director of B&G Foods at his or her option may choose to receive the cash portion of his or her annual board service fee (or any portion thereof) in an equivalent amount of options instead of cash. Mr. Sherrill elected to receive all $165,000 of his annual board service fee in the form of options.
/s/ Scott E. Lerner as attorney-in-fact for Stephen C. Sherrill06/03/2026
** 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 did B&G Foods (BGS) director Stephen Sherrill report in this Form 4?

Stephen Sherrill reported receiving equity compensation, not market trades. He was granted 26,915 shares of Common Stock and stock options for 189,111 shares as part of his non-employee director compensation package and elected to take his board fee entirely in options.

How many B&G Foods (BGS) shares does Stephen Sherrill hold after this grant?

After the reported grant, Stephen Sherrill directly holds 404,666 shares of B&G Foods Common Stock. This total reflects the addition of 26,915 newly granted shares received as part of his annual non-employee director equity compensation program disclosed in the filing.

What stock options were granted to Stephen Sherrill by B&G Foods (BGS)?

Sherrill received stock options on 189,111 shares of B&G Foods Common Stock. These options have an exercise price of $3.99 per share, are associated with a grant-date value of about $0.8725 per option, and are exercisable starting June 1, 2027 through June 1, 2036.

Is Stephen Sherrill buying or selling B&G Foods (BGS) stock in this filing?

The filing shows no open-market buying or selling by Stephen Sherrill. Instead, it records compensation-related awards: a grant of Common Stock and a grant of stock options received as part of his annual non-employee director compensation and election to take fees in options.

How is B&G Foods (BGS) compensating non-employee directors like Stephen Sherrill?

Non-employee directors receive an annual equity grant of approximately $130,000 in Common Stock based on a 30-day average price. They may also choose to take their annual cash board service fee, such as Sherrill’s $165,000, in an equivalent value of stock options instead of cash.