B&G Foods counsel gets stock grant, tax withholding

B&G Foods, Inc. reported that EVP & General Counsel Scott E. Lerner received a grant of 57,574 shares of restricted common stock at no cost under the company’s Omnibus Incentive Compensation Plan.

Rhea-AI Filing Summary

B&G Foods, Inc. reported that EVP & General Counsel Scott E. Lerner received a grant of 57,574 shares of restricted common stock at no cost under the company’s Omnibus Incentive Compensation Plan. These restricted shares vest in three equal installments on March 25, 2027, 2028 and 2029.

On the same date, 9,905 common shares were withheld at $5.11 per share to satisfy tax obligations tied to the March 25, 2026 vesting of 28,918 restricted shares from prior awards. After these transactions, Lerner directly holds 311,035 shares of B&G Foods common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lerner Scott E

Role EVP & GENERAL COUNSEL

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	57,574	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	9,905	$5.11	$51K

Holdings After Transaction: Common Stock — 311,035 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Represents shares of common stock withheld by B&G Foods to satisfy tax withholding obligations upon the vesting on March 25, 2026 of 28,918 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.

FAQ

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What did B&G Foods (BGS) EVP & General Counsel receive in this Form 4?

Scott E. Lerner received a grant of 57,574 shares of restricted B&G Foods common stock at no cost. The award was made under the B&G Foods, Inc. Omnibus Incentive Compensation Plan as part of his equity-based compensation package.

How do the new restricted B&G Foods (BGS) shares vest for Scott Lerner?

The 57,574 restricted shares 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, subject to the applicable plan terms.

Why were 9,905 B&G Foods (BGS) shares disposed of in this Form 4?

The 9,905 common shares were withheld by B&G Foods to cover tax withholding obligations. The taxes arose from the March 25, 2026 vesting of 28,918 restricted shares granted to Scott Lerner in prior years under the incentive plan.

How many B&G Foods (BGS) shares does Scott Lerner own after these transactions?

Following the restricted stock grant and tax withholding disposition, Scott E. Lerner directly holds 311,035 shares of B&G Foods common stock. This total reflects both the newly granted restricted shares and the shares withheld to satisfy tax obligations.

Were the disposed B&G Foods (BGS) shares an open-market sale by Scott Lerner?

No, the 9,905 shares were not an open-market sale. They were withheld by B&G Foods to satisfy tax withholding obligations related to the vesting of 28,918 previously granted restricted shares on March 25, 2026.

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Accepted by SEC EDGAR 03/27/2026 - 06:10 PM Learn about SEC filing dates

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^*

Lerner Scott E

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & GENERAL COUNSEL

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		57,574(1)	A	$0	320,940	D
Common Stock	03/25/2026		F		9,905(2)	D	$5.11	311,035	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 28,918 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/ Scott E. Lerner	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)