B&G Foods (BGS) EVP Ellen Schum awarded shares, part withheld for taxes

Rhea-AI Filing Summary

B&G Foods, Inc. executive Ellen M. Schum, EVP & President of Specialty, reported equity compensation tied to long-term performance goals. She was awarded 18,864 shares of common stock upon satisfaction of 2023–2025 performance share incentives, with no cash paid per share. To cover related tax withholding obligations, 7,531 shares were withheld and disposed of at $5.18 per share, leaving her with 130,568 directly owned shares after these transactions. Her holdings include 16,469 shares accumulated through a dividend reinvestment plan between February 2, 2022 and January 27, 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schum Ellen M

Role EVP & PRES OF SPECIALTY

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,864	$0.00	--
Tax Withholding	Common Stock	7,531	$5.18	$39K

Holdings After Transaction: Common Stock — 138,099 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 3. Includes an aggregate of 16,469 shares acquired under a dividend reinvestment plan on a quarterly basis from February 2, 2022 through January 27, 2026. 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^*

Schum Ellen M

(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 & PRES OF SPECIALTY

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		18,864(1)	A	$0	138,099(2)	D
Common Stock	03/02/2026		F		7,531(3)	D	$5.18	130,568	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 3.

2. Includes an aggregate of 16,469 shares acquired under a dividend reinvestment plan on a quarterly basis from February 2, 2022 through January 27, 2026.

3. 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 Ellen M. Schum	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 Ellen M. Schum?

Ellen M. Schum reported a grant of 18,864 B&G Foods common shares and a related tax-withholding disposition of 7,531 shares. These transactions stem from 2023–2025 performance share long-term incentive awards and were settled in stock rather than open-market purchases or sales.

How many B&G Foods (BGS) shares did Ellen M. Schum receive as a performance award?

She received 18,864 shares of B&G Foods common stock as a gross award upon meeting performance goals for 2023–2025 long-term incentive grants. The actual shares issued were reduced by shares withheld to satisfy tax obligations, reflecting standard equity-compensation settlement mechanics.

Why were 7,531 B&G Foods (BGS) shares disposed of in Ellen M. Schum’s Form 4?

The 7,531 shares were withheld and disposed of to satisfy tax withholding obligations tied to the 2023–2025 performance share awards. This represents a tax-withholding disposition, not an open-market sale, and is a common feature of stock-based executive compensation programs.

How many B&G Foods (BGS) shares does Ellen M. Schum own after these transactions?

Following the reported award and tax-withholding disposition, Ellen M. Schum directly owns 130,568 shares of B&G Foods common stock. This total includes shares acquired from prior awards and an additional 16,469 shares accumulated via a dividend reinvestment plan over several years.

What is the role of the dividend reinvestment plan in Ellen M. Schum’s B&G Foods (BGS) holdings?

Her reported ownership includes 16,469 shares acquired under a dividend reinvestment plan. Dividends paid on existing shares were automatically reinvested into additional B&G Foods stock on a quarterly basis between February 2, 2022 and January 27, 2026.

Was any cash paid per share for Ellen M. Schum’s B&G Foods (BGS) stock award?

No cash was paid per share for the 18,864-share stock award, which carried a reported price of $0.00 per share. The value represents equity compensation earned for satisfying performance goals under the 2023–2025 performance share long-term incentive program.