BIG 5 (BGFV) insider awards cashed out at $1.45 per share in deal

Rhea-AI Filing Summary

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.

Positive

• Merger delivers cash consideration of $1.45 per share to stockholders
• Insider awards converted to cash, simplifying post‑closing compensation settlement

Negative

• Reporting person holds 0 shares after the transaction, indicating no ongoing insider equity stake
• Multiple stock options cancelled (total reported 60,600), removing future upside tied to company equity

Insights

Corporate Governance Analyst

Merger closed; insider equity positions were cashed out at $1.45 per share.

The Merger Agreement produced an automatic conversion at the Effective Time (10/02/2025) that delivered $1.45 in cash per share to holders and converted unvested RSUs and options into cash consideration or cancellation. The filing shows the reporting officer ended with 0 shares after the transaction, reflecting a full cash-out of holdings tied to employment awards and owned stock.

Key dependencies include the Merger Agreement terms that determine the cash payout formulas for unvested awards and cancelled options; withholding taxes reduce net payouts. Monitor any supplemental filings for actual cash paid or tax withholdings reported in final settlement accounting within the usual post-closing disclosures.

Compensation & Equity Plan Specialist

Employee equity awards were converted or cancelled with cash settlement mechanics disclosed.

Reported cancellations include employee stock options at strikes ranging from $1.18 to $13.35, with aggregate option counts reported as 60,600 options converted into cash amounts where in-the-money value equals (Merger Consideration minus exercise price) times shares, less withholding. Unvested RSUs were substituted and converted to cash equal to the underlying share count times $1.45.

The practical outcome for plan participants is a cash payment instead of equity; timing and net amounts depend on payroll/tax processing. Look for issuer disclosures of aggregate cash paid for awards or contestable tax withholdings in post-close compensation disclosures or proxy supplements within the next few reporting updates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Landgreen Ian R

(Last) (First) (Middle)

C/O BIG 5 SPORTING GOODS CORPORATION

2525 EAST EL SEGUNDO BOULEVARD

(Street)

EL SEGUNDO CA 90245

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIG 5 SPORTING GOODS Corp [ BGFV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01	10/02/2025		D		44,612	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$6.2	10/02/2025		D			2,200	(2)	(2)	Common Stock	2,200	(2)	0	D
Employee Stock Option (right to buy)	$4.8	10/02/2025		D			16,000	(2)	(2)	Common Stock	16,000	(2)	0	D
Employee Stock Option (right to buy)	$4.07	10/02/2025		D			4,400	(2)	(2)	Common Stock	4,400	(2)	0	D
Employee Stock Option (right to buy)	$2.23	10/02/2025		D			7,200	(2)	(2)	Common Stock	7,200	(2)	0	D
Employee Stock Option (right to buy)	$13.35	10/02/2025		D			10,000	(2)	(2)	Common Stock	10,000	(2)	0	D
Employee Stock Option (right to buy)	$1.18	10/02/2025		D			20,800	(2)	(2)	Common Stock	20,800	(2)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated June 29, 2025 (the "Merger Agreement"), by and among the Issuer, Worldwide Sports Group Holdings LLC ("Parent"), WSG Merger LLC, a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of Section 9.13 thereof, Worldwide Golf Group LLC ("Guarantor"), on October 2, 2025 (the "Effective Time"), each outstanding share of Common Stock of the Issuer was automatically converted into the right to receive $1.45 in cash, without interest (the "Merger Consideration") and each outstanding RSU that did not vest upon the occurrence of the Effective Time was automatically substituted and immediately converted into a cash award equal to the product of (i) the aggregate number of shares of Common Stock underlying such unvested RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, subject to the terms and conditions of the corresponding award.

2. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Common Stock was automatically canceled and converted into the right to receive an amount in cash (without interest), if any, equal to (i) the product obtained by multiplying (x) the number of shares underlying such option, by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such option, less (ii) any applicable withholding taxes.

	/s/ Ian Landgreen	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Ian R. Landgreen report on Form 4 for BGFV?

The filing reports the automatic disposition of 44,612 shares on 10/02/2025 and shows 0 shares beneficially owned after the merger conversion to cash at $1.45 per share.

How were unvested RSUs and options handled in the merger for BGFV?

Unvested RSUs were substituted and converted into a cash award equal to the underlying share count times $1.45. Outstanding options were cancelled and converted into cash equal to the excess, if any, of $1.45 over the option exercise price, less withholding.

How many options did the reporting person have converted or cancelled?

The Form 4 reports cancellations/conversions of options totaling 60,600 options across strike prices including $1.18, $2.23, $4.07, $4.80, $6.20, and $13.35.

What cash amount did shareholders receive in the merger?

Each outstanding share of common stock was converted into the right to receive $1.45 in cash without interest at the Effective Time.

Does the Form 4 show any continuing equity ownership by the reporting person?

No. The Form 4 lists 0 shares beneficially owned following the reported transactions.