B&G Foods (NYSE: BGS) CFO gets stock award, withholds shares for taxes

Rhea-AI Filing Summary

B&G Foods, Inc. executive vice president of finance and CFO Bruce C. Wacha reported equity compensation activity in company common stock. He acquired 45,716 shares on March 2, 2026 as a stock award tied to 2023–2025 performance share goals, at a stated price of $0.00 per share.

On the same date, 16,531 shares were disposed of at $5.18 per share to cover tax withholding obligations related to this award. After these transactions, he held 157,569 shares of B&G Foods common stock directly.

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

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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^*

Wacha Bruce 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 FINANCE & CFO

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		45,716(1)	A	$0	174,100	D
Common Stock	03/02/2026		F		16,531(2)	D	$5.18	157,569	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 Bruce C. Wacha	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 stock transactions did BGS CFO Bruce C. Wacha report?

Bruce C. Wacha reported a stock award and related tax-share withholding. He received 45,716 shares of B&G Foods common stock as a performance-based award, and 16,531 shares were withheld to satisfy tax obligations tied to that equity compensation.

Was the BGS CFO’s recent Form 4 transaction a market buy or sell?

The reported transactions were compensation-related, not open-market trades. Shares were granted as a performance-based stock award, and a portion was disposed of solely to cover tax withholding, as described by the tax-withholding disposition code and accompanying footnotes.

How many B&G Foods shares does the CFO hold after this Form 4?

Following the March 2, 2026 transactions, Bruce C. Wacha directly owns 157,569 shares of B&G Foods common stock. This figure reflects both the performance-based award received and the shares withheld to satisfy related tax withholding obligations.

What triggered the B&G Foods 2023–2025 performance share award to the CFO?

The award was granted upon satisfaction of performance goals for 2023–2025 performance share long-term incentive awards. The footnotes explain that 45,716 shares represent the gross number earned under this program before reducing for shares withheld for tax withholding obligations.

What do the tax-withholding shares in the BGS Form 4 represent?

The 16,531 shares labeled under transaction code F represent stock withheld to satisfy tax withholding obligations. These relate specifically to the 2023–2025 performance share long-term incentive awards, rather than a discretionary sale of shares into the open market.