Share-Based Payments (Tables)

6 Months Ended

Jun. 28, 2025

The following table details our stock option activity for the first two quarters of fiscal 2025 (dollars in thousands, except per share data):


		Weighted		Weighted Average
		Average		Contractual Life	Aggregate
	Options	Exercise Price		Remaining (Years)	Intrinsic Value
Outstanding at December 28, 2024	1,773,573	$	24.35	6.70	$	—
Granted	398,647	$	4.15
Exercised	—	$	—
Forfeited	—	$	—
Expired	(34,773)	$	29.23
Outstanding at June 28, 2025	2,137,447	$	20.50	7.00	$	96
Exercisable at June 28, 2025	838,800	$	28.38	4.96	$	—

Schedule of stock options, valuation assumption


	2025		2024
Weighted average grant date fair value	$	0.41	$	2.32
Expected volatility		53.77%		48.19%
Expected term		5.5 years		5.5 years
Risk-free interest rate		4.1%		4.4%
Dividend yield		18.3%		7.9%

Schedule of non-vested performance share LTIAs


		Weighted Average
	Number of	Grant Date Fair Value
	Performance Shares⁽¹⁾	(per share)⁽²⁾
Outstanding at December 28, 2024	2,684,106	$	12.03
Granted	2,321,319	$	4.44
Vested	—	$	—
Forfeited	(364,940)	$	20.04
Outstanding at June 28, 2025	4,640,485	$	7.60

(1)	Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 233.333% or 300%, as applicable, of the target number of performance shares).

(2)

The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes), reduced by the present value of expected dividends using the risk-free interest-rate, as the award holders are not entitled to dividends or dividend equivalents during the vesting period.

Schedule of restricted stock activity


		Weighted Average
	Number of Shares	Grant Date Fair Value
	of Restricted Stock	(per share)⁽¹⁾
Outstanding at December 28, 2024	689,137	$	12.86
Granted	767,569	$	6.60
Vested	(279,854)	$	13.63
Forfeited	(7,236)	$	10.79
Outstanding at June 28, 2025	1,169,616	$	8.58

(1)	The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes).

Schedule of number of shares of common stock issued by entity upon the vesting of performance share long-term incentive awards other share based compensation


	Thirteen Weeks Ended				Twenty-six Weeks Ended
	June 28,		June 29,		June 28,		June 29,
	2025		2024		2025		2024
Number of performance shares vested		—		—		—		—
Shares withheld for tax withholding		—		—		—		—
Shares of common stock issued for performance share LTIAs		—		—		—		—
Shares of common stock issued to non-employee directors for annual equity grants		222,003		116,532		222,003		116,532
Shares of restricted common stock issued to employees		—		—		767,569		479,746
Shares of restricted stock withheld and cancelled for tax withholding upon vesting		(49)		(2,671)		(111,811)		(54,668)
Shares of restricted stock cancelled upon forfeiture		(4,517)		(1,467)		(7,236)		(2,143)
Net shares of common stock issued		217,437		112,394		870,525		539,467

Schedule of compensation expense recognized for share-based payments

The following table sets forth the compensation expense recognized for share-based payments (performance share LTIAs, restricted stock, stock options, non-employee director stock grants and other share-based payments) during the second quarter and first two quarters of 2025 and 2024 and where that expense is reflected in our consolidated statements of operations (in thousands):


	Thirteen Weeks Ended				Twenty-six Weeks Ended
	June 28,		June 29,		June 28,		June 29,
Consolidated Statements of Operations Location	2025		2024		2025		2024
Compensation expense included in cost of goods sold	$	429	$	299	$	824	$	461
Compensation expense included in selling, general and administrative expenses		2,954		2,313		5,730		3,934
Total compensation expense for share-based payments	$	3,383	$	2,612	$	6,554	$	4,395

B&G Foods, Inc. 10-Q