Lerner Scott E 4

What Happened
Scott E. Lerner, EVP and General Counsel of B&G Foods (BGS), received a grant of 57,574 restricted shares on March 25, 2026 (award, code A). On the same date, 9,905 shares were withheld by the company to satisfy tax withholding obligations (disposition, code F) at $5.11/share, totaling $50,615. The new award is non-cash restricted stock; the filing shows the withholding relates to vesting of prior restricted shares.

Key Details

• Transaction date(s): March 25, 2026 (reported on Form 4 filed March 27, 2026). Filing appears timely.
• Grant: 57,574 restricted shares (code A) granted at $0.00.
• Tax withholding/disposition: 9,905 shares withheld at $5.11 for $50,615 (code F).
• Footnote highlights:
  • The 57,574 shares are restricted stock that vest one‑third on each of March 25, 2027, 2028 and 2029.
  • The withheld 9,905 shares relate to tax withholding on the vesting (March 25, 2026) of 28,918 previously issued restricted shares (one‑third of prior grants).
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
Restricted stock grants (code A) are compensation awards that vest over time and are different from open‑market purchases — they’re not a direct bullish market signal. Withholding shares for taxes (code F) is a routine administrative action when restricted shares vest and does not indicate an open‑market sale decision by the insider.