Big 5 Sporting Goods Corporation Stockholders Approve Acquisition by Worldwide Sports Group Holdings LLC

Rhea-AI Summary

Big 5 Sporting Goods (NASDAQ:BGFV) announced that stockholders have approved the company's acquisition by WSG Merger LLC, a subsidiary of Worldwide Golf Group. The approval was secured during a special meeting held on September 26, 2025.

Upon completion of the transaction, expected around September 30, 2025, Big 5 will transition to a privately held company, and its common stock will be delisted from public markets. The company will file a Form 8-K with the SEC to report the final voting results of the special meeting.

Positive

• Stockholder approval secured for the acquisition, indicating shareholder support
• Transaction expected to close quickly, reducing uncertainty period

Negative

• BGFV shares will be delisted from public markets, ending public trading opportunities
• Retail investors will lose ability to participate in company's future growth

EL SEGUNDO, Calif., Sept. 26, 2025 (GLOBE NEWSWIRE) -- Big 5 Sporting Goods Corporation (Nasdaq: BGFV) (“Big 5”), a leading sporting goods retailer, today announced that, at a special meeting of its stockholders held on September 26, 2025 (the “Special Meeting”), Big 5 stockholders voted to approve the Company’s acquisition by WSG Merger LLC, a wholly owned subsidiary of Worldwide Golf Group (“Worldwide”). Big 5 will file a Form 8-K with the U.S. Securities and Exchange Commission reporting the final voting results of the Special Meeting. Upon completion of the transaction, expected to be on or about September 30, 2025, Big 5 will become a privately held company and shares of Big 5 common stock will no longer be listed on any public market.

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.

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

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

FAQ

When will Big 5 Sporting Goods (BGFV) be delisted from the stock market?

Big 5 Sporting Goods is expected to be delisted around September 30, 2025, following the completion of its acquisition by Worldwide Golf Group.

What happens to BGFV shares after the Worldwide Golf Group acquisition?

After the acquisition closes, BGFV shares will no longer be listed on any public market as the company becomes privately held.

When did Big 5 stockholders approve the Worldwide Golf Group acquisition?

Big 5 stockholders approved the acquisition during a special meeting held on September 26, 2025.

What is the closing date for Big 5 Sporting Goods acquisition?

The acquisition is expected to close on or about September 30, 2025.

Who is acquiring Big 5 Sporting Goods (BGFV)?

WSG Merger LLC, a wholly owned subsidiary of Worldwide Golf Group, is acquiring Big 5 Sporting Goods.