Welcome to our dedicated page for Big 5 Sporting Goods SEC filings (Ticker: BGFV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Big 5 Sporting Goods fills more than just store shelves—it fills hundreds of pages of SEC disclosures that detail how its western U.S. sporting-goods empire manages seasonal inventory, leases, and consumer-demand swings. If you have ever wondered where same-store sales are headed or how much management is spending on new locations, this is the place to start.
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Ostin Technology Group Co., Ltd. has furnished a Form 6-K dated June 30, 2025. The submission notifies investors that the company has released its unaudited financial results for the six months ended March 31, 2025 and provides supporting documentation. Exhibit 99.1 contains the Management’s Discussion and Analysis, Exhibit 99.2 presents the condensed consolidated financial statements with related notes, and Exhibit 101 supplies the inline XBRL data set. The report is automatically incorporated by reference into Ostin’s effective Form F-3 registration statement (File No. 333-279177). Aside from the customary forward-looking-statement disclaimer, the filing offers no numerical performance metrics, guidance, or major transactional updates within its narrative text.
Big 5 Sporting Goods Corporation (NASDAQ: BGFV) disclosed in a Form 8-K that it entered into a definitive Agreement and Plan of Merger on 29 June 2025 with Worldwide Sports Group Holdings LLC and its wholly-owned subsidiary WSG Merger LLC. Under the agreement, all outstanding BGFV common shares will be converted into the right to receive $1.45 per share in cash, subject to withholding taxes, at the transaction’s effective time.
The merger structure is straightforward: Merger Sub will merge with and into BGFV, leaving the Company as a wholly owned subsidiary of Worldwide Sports Group (“Parent”). Equity-based awards will likewise be cashed out—options only to the extent their strike price is below $1.45, RSUs for the full cash value, and restricted shares for $1.45 plus accrued dividends.
Governance and conditions: the Board has unanimously determined the merger to be fair and in the best interests of shareholders and will recommend approval at a forthcoming special meeting. Closing is conditioned on shareholder approval, absence of injunctions, no Material Adverse Effect, and an Inventory Threshold Requirement. Either party may terminate if the deal is not completed by 26 November 2025.
Termination economics: BGFV must pay a $2 million break-up fee in certain “superior offer” scenarios, while Parent owes BGFV $3 million if it fails to close or materially breaches the agreement. The merger agreement contains customary no-shop provisions, with a fiduciary-out allowing the Board to engage on unsolicited superior proposals.
This filing is limited to the merger terms; no operational or earnings data were provided. A detailed proxy statement will follow for shareholder consideration.
Big 5 Sporting Goods Corp. (BGFV) has entered into a definitive Agreement and Plan of Merger dated June 29, 2025 with Worldwide Sports Group Holdings LLC. Under the agreement, WSG Merger LLC, a wholly-owned subsidiary of Worldwide Sports Group Holdings, will merge with and into Big 5, with Big 5 surviving as a wholly owned subsidiary of the parent.
Key economic terms for shareholders
- Each outstanding share of Big 5 common stock will be converted into the right to receive $1.45 in cash, subject to customary tax withholdings.
- Equity awards are treated in cash: options with strike below $1.45 receive the intrinsic value, options at/above $1.45 are canceled for no consideration; RSUs and restricted shares receive cash equal to $1.45 per underlying share plus any unpaid accrued dividends.
Process and governance
- The Board has unanimously approved the merger agreement and will recommend shareholder approval via a forthcoming proxy statement.
- The company is bound by customary “no-shop” restrictions but may engage on unsolicited superior proposals subject to fiduciary duties.
- The special meeting must occur before the outside date of November 26, 2025; failure to close by then allows either party to terminate.
Conditions to closing
- Major conditions include: (i) shareholder approval, (ii) no injunctions, (iii) absence of a Material Adverse Effect, and (iv) inventory levels meeting a contractually defined threshold.
Termination fees
- Big 5 must pay a $2 million fee if it terminates to accept a superior offer or after a change in Board recommendation.
- The parent must pay a $3 million reverse termination fee under specified failure-to-close scenarios.
Next steps: Big 5 will file a detailed proxy statement with the SEC. Until shareholder approval and satisfaction of closing conditions, the transaction remains subject to execution risk.
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