B&G Foods (NYSE: BGS) CEO granted restricted stock as shares withheld for taxes

Rhea-AI Filing Summary

B&G Foods, Inc. President & CEO Kenneth C. Keller reported compensation-related stock movements. He received a grant of 311,351 shares of restricted common stock under the Omnibus Incentive Compensation Plan, which will vest in three equal installments on March 25, 2027, 2028 and 2029. On the same date, 80,929 shares of common stock were withheld by B&G Foods to cover tax obligations tied to the vesting of 164,321 previously granted restricted shares. After these transactions, Keller directly holds 868,943 shares of common stock. These events reflect equity compensation and tax withholding rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Keller Kenneth C Jr

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	311,351	$0.00	--
Tax Withholding	Common Stock	80,929	$5.11	$414K

Holdings After Transaction: Common Stock — 949,872 shares (Direct)

Footnotes (1)

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. Represents shares of common stock withheld by B&G Foods to satisfy tax withholding obligations upon the vesting on March 25, 2026 of 164,321 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.

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^*

Keller Kenneth C Jr

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

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		311,351(1)	A	$0	949,872	D
Common Stock	03/25/2026		F		80,929(2)	D	$5.11	868,943	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 164,321 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 Kenneth C. Keller	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 insider stock transactions did BGS CEO Kenneth C. Keller report?

Kenneth C. Keller reported a grant of 311,351 restricted shares and a tax withholding of 80,929 shares. The withholding covered taxes on 164,321 vested restricted shares from earlier awards under B&G Foods’ Omnibus Incentive Compensation Plan.

Is Kenneth C. Keller’s Form 4 for BGS an open-market stock purchase or sale?

The Form 4 does not show any open-market buys or sells. It reports a restricted stock grant and shares withheld by B&G Foods to satisfy tax obligations upon vesting of prior restricted stock awards.

How many B&G Foods (BGS) shares does CEO Kenneth C. Keller hold after this filing?

Following the reported grant and tax withholding, Kenneth C. Keller directly holds 868,943 shares of B&G Foods common stock. This figure reflects his updated position after the compensation grant and related tax-share withholding.

When will Kenneth C. Keller’s new restricted BGS shares vest?

The 311,351 restricted shares granted to Kenneth C. Keller vest in three equal installments. One-third vests on March 25, 2027, another third on March 25, 2028, and the final third on March 25, 2029 under the company’s incentive plan.

What triggered the 80,929-share tax withholding reported for BGS CEO Keller?

The 80,929 shares were withheld to satisfy tax obligations when 164,321 restricted shares vested on March 25, 2026. Those vesting shares represent one-third of the total restricted stock granted to Keller in 2023, 2024 and 2025.