Big 5 Sporting Goods Corp SEC Filings

Insider transaction tied to merger payout: The Form 4 reports that Frank Pasillas, Senior VP, Store Operations of Big 5 Sporting Goods (BGFV), disposed of 21,660 shares of common stock on 10/02/2025 and, per the merger terms, all outstanding equity awards were converted to cash at $1.45 per share at the Effective Time.

Several outstanding employee stock options totaling 29,575 options across five strike prices were cancelled and converted into cash payments (net of exercise price and withholding), and unvested RSUs were substituted and cashed out at $1.45 per share. The filing shows zero beneficial ownership of the disclosed common stock and canceled option positions following these transactions.

Insider disposition tied to completed merger: On 10/02/2025 each outstanding share of BIG 5 SPORTING GOODS Corp (BGFV) common stock was converted into the right to receive $1.45 in cash under the Merger Agreement.

Reporting person Ian R. Landgreen, EVP and General Counsel, reported the automatic disposition of 44,612 shares of common stock on that date and shows zero shares beneficially owned following the transaction. Outstanding employee stock options and unvested RSUs were cancelled or converted into cash equivalents under the merger terms; specific option cancellations reported total 60,600 options across multiple strike prices, and unvested RSUs were converted into a cash award equal to the number of underlying shares times $1.45.

Gabelli-related reporting persons disclosed purchases that aggregated 1,256,367 shares of Big 5 Sporting Goods common stock, equal to 5.48% of the 22,918,921 shares outstanding reported by the issuer on August 17, 2025. The report states the Reporting Persons used approximately $3,617,730 in the aggregate to acquire the shares, with GAMCO and Gabelli Funds supplying the largest portions of client funds. The Schedule 13D explains the purchases were made for investment and that the Reporting Persons do not intend to seek control of the company.

The filing also discloses that immediately after crossing the 5% threshold the Reporting Persons’ position was eliminated when Worldwide Sports Group completed its acquisition of the issuer; the Reporting Persons ceased to be 5%+ beneficial owners on October 2, 2025. Transaction detail tables list purchases and the post-merger sale/transfer activity across multiple Gabelli-affiliated funds and advisory accounts.

Nasdaq Stock Market LLC submitted a Form 25 notifying the Securities and Exchange Commission of the removal of a class of securities of BIG 5 SPORTING GOODS Corp (BGFV) from listing and/or registration. The filing identifies the issuer's principal office at 2525 East El Segundo Boulevard, El Segundo, California 90245 and provides a telephone contact of +1 310 297-7706. The form lists the rule provisions under 17 CFR 240.12d2-2(a)(1) through (a)(4) and notes compliance statements under 17 CFR 240.12d2-2(b) and 17 CFR 240.12d2-2(c). The document does not state which specific box was marked, the reason for removal, or an effective withdrawal date.

BIG 5 SPORTING GOODS CORPORATION filed an S-8 post-effective submission listing previously filed registration statements that cover shares reserved for employee equity plans. The filing references five prior S-8 registrations: 3,528,150, 1,250,000, 2,000,000, 5,735,066, and 3,300,000 shares to be issued under the 2007 Equity and Performance Incentive Plan (and its amendments) and the 2019 Equity Incentive Plan. The document is an administrative update executed by the CEO.

Big 5 Sporting Goods Corporation filed an S-8 post-effective registration notice referencing five prior registration statements that together registered 15,813,216 shares of common stock for issuance under the company’s equity plans (the 2007 Equity and Performance Incentive Plan, Amended 2007 plan, and the 2019 Equity Incentive Plan). The filing lists the original registration dates and numbers and is signed by Steven G. Miller, President and CEO.

BIG 5 SPORTING GOODS CORPORATION filed an S-8 post-effective submission that references a series of prior S-8 registrations for shares to be issued under its equity incentive plans. The filing cites prior registrations of 3,528,150, 1,250,000, 2,000,000, 5,735,066, and 3,300,000 shares under the 2007 and 2019 plans. The document is a routine equity-plan registration filing and is signed by Steven G. Miller, President and Chief Executive Officer.