Big 5 Sporting Goods Corporation Completes Merger With a Partnership Comprised of Worldwide Golf and Capitol Hill Group

Rhea-AI Summary

Big 5 Sporting Goods (Nasdaq: BGFV) announced on October 2, 2025 the completion of its merger with a partnership of Worldwide Golf and Capitol Hill Group. Pursuant to the definitive merger agreement, Big 5 stockholders are entitled to $1.45 per share in cash, a premium of approximately 36% to the 60-day VWAP prior to the announcement. Big 5 will survive the merger as a wholly owned subsidiary of the partnership and its common stock will no longer be listed on Nasdaq; the company will cease to be publicly traded. Advisors to Big 5 included Moelis & Company LLC and Latham & Watkins LLP.

Positive

• Merger completed on October 2, 2025
• Cash consideration of $1.45 per share
• Transaction equals ~36% premium to 60-day VWAP
• Big 5 survives as a wholly owned subsidiary

Negative

• Common stock will no longer be listed on Nasdaq
• Big 5 will cease to be publicly traded

Insights

M&A Strategist

All-cash merger completed; shareholders received $1.45 per share and the company is now private.

This confirms a completed acquisition by a partnership of Worldwide Golf and Capitol Hill Group, with Big 5 surviving as a wholly owned subsidiary.

Shareholders received $1.45 in cash, a stated premium of 36% to the 60-day VWAP, and Big 5 common stock is delisted from Nasdaq.

The concrete, monitorable items are the $1.45 per share cash consideration and the delisting; those represent final economic outcomes for public holders.

Retail Strategy Specialist

Transaction hands Big 5 private ownership and promises capital plus specialty retail expertise.

The release states Capitol Hill Group provides financial resources and Worldwide Golf brings specialty retail experience to support Big 5.

This structure can enable strategic changes off public-market reporting cycles and may allow longer-term operational moves; the release gives no specific operational plans or timelines.

The single measurable outcome disclosed is the completed transfer of public shares for $1.45 cash and the removal of Big 5 from public markets.

EL SEGUNDO, Calif. and BETHESDA, Md., Oct. 02, 2025 (GLOBE NEWSWIRE) -- Big 5 Sporting Goods Corporation (Nasdaq: BGFV) (“Big 5”), a leading sporting goods retailer, today announced the successful completion of its previously announced merger with a partnership comprised of Worldwide Golf and Capitol Hill Group. Upon the satisfaction of customary closing conditions, including the approval of Big 5’s stockholders, the merger was consummated, with Big 5 surviving the merger as a wholly owned subsidiary of such partnership.

Pursuant to the definitive merger agreement and subject to the terms and satisfaction of its conditions, Big 5 stockholders are entitled to receive $1.45 per share in cash. This represents a premium of approximately 36% to Big 5’s 60-day volume weighted average trading price prior to the transaction’s announcement.

“This transaction marks an exciting new chapter for Big 5 that allows the company to carry on its legacy of serving customers with quality sporting goods at an exceptional value while maximizing return for our stockholders,” said Steven G. Miller, Chairman, President and Chief Executive Officer of Big 5. “I want to thank our dedicated employees, loyal customers and valued vendors who continue to support Big 5 in each of the communities we serve.”

Worldwide Golf is a leading nationwide retailer of golf equipment, apparel, shoes and accessories. Capitol Hill Group is a Bethesda, Maryland-based private investment firm with diversified holdings, including retail. This acquisition combines Capitol Hill Group’s financial resources with Worldwide Golf’s specialty retail expertise to provide Big 5 with the long-term capital and strategic support to re-energize growth and further build on its competitive position in the sporting goods retail sector across its western United States footprint.

“Big 5 has a long and rich retail heritage in the Western United States,” said Ted Shin, CEO of Worldwide Golf and Capitol Hill Group. “We believe there is a great opportunity to build off of that legacy and enhance the enjoyment in sports for our current and future customers and communities. We look forward to unlocking future growth opportunities for Big 5 for the benefit of our customers, vendor partners and employees.”

In connection with the closing of the merger, Big 5’s common stock will no longer be listed on the Nasdaq Stock Exchange, and Big 5 will cease to be a publicly traded company. Big 5 will remain an independent company within the Capitol Hill Group portfolio and leverage the combined resources of the partnership.

Moelis & Company LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to Big 5. Skadden, Arps, Slate, Meagher & Flom LLP, Holland & Knight LLP, and Sklar Kirsh LLP served as legal advisors to Capitol Hill Group and its related entities.

About Big 5 Sporting Goods Corporation

Big 5 is a leading sporting goods retailer in the western United States, currently operating 410 stores under the “Big 5 Sporting Goods” name. Big 5 provides a full-line product offering in a traditional sporting goods store format that averages 12,000 square feet. Big 5’s product mix includes athletic shoes, apparel and accessories, as well as a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, home recreation, tennis, golf, and winter and summer recreation.

About Worldwide Golf

Worldwide Golf is a leading golf retailer in the United States and Canada. Serving golfing communities since 1963, the company has grown from 1 retail store in San Diego to 95+ stores across 25 states and built a complementary e-commerce presence through multiple e-commerce sites, including worldwidegolfshops.com, globalgolf.com, fairwaystyles.com, coolclubs.com and getclubs.com, among others. The company operates under multiple regional sub-brands, including Roger Dunn Golf Shops, Edwin Watts Golf Shops, Golfers’ Warehouse, The Golf Mart, Van’s Golf Shops, Uinta Golf, Las Vegas Golf Superstore, Bobick’s, Global Golf Outlet, Mike’s Golf Outlet, Cool Clubs and Golfdom. Over its multiple decades, Worldwide Golf has gained a loyal following with golf enthusiasts and maintained a dominant position in the marketplace.

About Capitol Hill Group

Capitol Hill Group is a private investment firm founded in 1992 and is based in Bethesda, Maryland. The firm invests across various stages of company growth from early-stage venture to public equities. The firm currently has private investments in various sectors, including brick and mortar retail, e-commerce, apparel, logistics and real estate.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions.

Forward-looking statements are based on Big 5, Worldwide Golf and Capitol Hill Group’s management’s current expectations, estimates, projections, beliefs and assumptions made by Big 5, Worldwide Golf and Capitol Hill Group, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond Big 5, Worldwide Golf and Capitol Hill Group’s control, and are not guarantees of future results. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements and you should not place undue reliance on any such statements, and caution must be exercised in relying on forward-looking statements. The following factors could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the failure to realize the anticipated benefits of the merger; (ii) the effect of the merger on Big 5, Worldwide Golf or Capitol Hill Group’s ability to retain and hire key personnel, or their respective operating results and business generally; (iii) there may be liabilities related to the merger that are not known, probable or estimable at this time or unexpected costs, charges or expenses; (iv) the merger may result in the diversion of Big 5, Worldwide Golf or Capitol Hill Group’s management’s time and attention to issues relating to the merger; (v) there may be significant transaction costs in connection with the merger; (vi) legal proceedings or regulatory actions may be instituted against Big 5, Worldwide Golf or Capitol Hill Group following the merger, which may have an unfavorable outcome; (vii) the ability of Worldwide Golf and Capitol Hill Group to integrate and implement their respective plans, forecasts and other expectations with respect to Big 5’s business as a result of the completed transaction and realize additional opportunities for growth and innovation; (viii) Big 5, Worldwide Golf and Capitol Hill Group’s ability to implement their respective business strategies; (ix) the risks related to Worldwide Golf and Capitol Hill Group’s financing of the transaction; and (x) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities or current or future pandemics or epidemics, as well as Big 5, Worldwide Golf and Capitol Hill Group’s response to any of the aforementioned factors. In addition, a number of other important factors could cause Big 5’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to those important factors discussed under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of Big 5’s Annual Report on Form 10-K for its fiscal year ended December 29, 2024, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made by Big 5, each as filed with the Securities and Exchange Commission (“SEC”). These risks should not be considered a complete statement of all potential risks and uncertainty, and are discussed more fully, along with other risks associated with the transaction, in Big 5’s filings with the SEC. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

All forward-looking statements are expressly qualified in their entirety by such factors. Except as required by law, Big 5 does not undertake any obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise. These forward-looking statements should not be relied upon as representing Big 5’s views as of any date subsequent to the date of this communication.

Contact:
Big 5 Sporting Goods Corporation 
Barry Emerson
Executive Vice President and Chief Financial Officer
(310) 536-0611

Investor Relations - ICR, Inc.
Jeff Sonnek
Managing Director
(646) 277-1263

Capitol Hill Group
Main Office
(202) 543-4212

FAQ

What did Big 5 (BGFV) announce on October 2, 2025?

Big 5 completed a merger with Worldwide Golf and Capitol Hill Group; the deal closed on October 2, 2025.

How much will Big 5 (BGFV) shareholders receive per share in the merger?

Big 5 stockholders are entitled to receive $1.45 per share in cash under the merger agreement.

What premium did the Big 5 (BGFV) merger pay relative to recent trading?

The cash consideration represents approximately a 36% premium to Big 5’s 60-day VWAP before the announcement.

Will Big 5 (BGFV) remain publicly traded after the merger?

No. In connection with the closing, Big 5’s common stock will no longer be listed on Nasdaq and will cease to be publicly traded.

What is Big 5’s corporate status after the merger?

Big 5 will survive the merger as a wholly owned subsidiary of the Worldwide Golf and Capitol Hill Group partnership.

Who advised Big 5 on the merger with Worldwide Golf and Capitol Hill Group?

Moelis & Company LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to Big 5.