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B&G Foods (NYSE: BGS) CFO gets 57,253 restricted shares; 9,849 withheld for taxes

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(Neutral)
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Form Type
4

Rhea-AI Filing Summary

B&G Foods EVP of Finance & CFO Bruce C. Wacha received a grant of 57,253 shares of restricted common stock on March 25, 2026, at no cash cost to him, as part of the company’s Omnibus Incentive Compensation Plan. These restricted shares vest in three equal installments on March 25, 2027, March 25, 2028 and March 25, 2029.

On the same date, 9,849 shares of common stock were withheld by B&G Foods to cover tax obligations tied to the vesting of 28,756 previously granted restricted shares. After these compensation-related transactions, Wacha directly owns 204,973 shares of B&G Foods common stock, making the activity primarily administrative rather than open-market trading.

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Insider Wacha Bruce C
Role EVP OF FINANCE & CFO
Type Security Shares Price Value
Grant/Award Common Stock 57,253 $0.00 --
Tax Withholding Common Stock 9,849 $5.11 $50K
Holdings After Transaction: Common Stock — 214,822 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 28,756 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 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*
Wacha Bruce C
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP OF FINANCE & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026		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 Stock03/25/2026A57,253(1)A$0214,822D
Common Stock03/25/2026F9,849(2)D$5.11204,973D
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
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 28,756 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 Bruce C. Wacha03/27/2026
** 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) CFO Bruce Wacha receive in this Form 4 filing?

Bruce Wacha received a grant of 57,253 shares of restricted common stock as equity compensation. The award was issued under B&G Foods’ Omnibus Incentive Compensation Plan and carries no purchase price, reflecting a stock-based component of his executive pay package.

How do the new restricted stock awards for BGS’s CFO vest over time?

The 57,253 restricted shares granted to the CFO 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, creating a multi-year retention incentive.

Why were 9,849 B&G Foods (BGS) shares disposed of in this Form 4?

The 9,849 shares were withheld by B&G Foods to satisfy tax withholding obligations on vesting restricted stock. This F-code disposition is not an open-market sale; shares are retained by the company to cover the executive’s tax liability on 28,756 vested shares.

What prior awards triggered the tax withholding in B&G Foods’ Form 4?

Tax withholding relates to the vesting of 28,756 restricted shares granted on March 24, 2023, March 25, 2024 and March 25, 2025. One-third of the total from these prior awards vested on March 25, 2026, generating the tax obligation covered in shares.

How many B&G Foods (BGS) shares does CFO Bruce Wacha own after these transactions?

Following the restricted stock grant and tax withholding, Bruce Wacha directly owns 204,973 shares of B&G Foods common stock. This figure reflects his updated equity position after incorporating both the new award and the shares withheld for taxes.

Are the B&G Foods (BGS) CFO’s Form 4 transactions open-market trades?

No, the transactions reflect equity compensation and tax withholding, not open-market trading. The A-code entry is a grant of restricted stock, while the F-code entry covers shares withheld by the company to satisfy tax obligations on previously granted restricted stock.