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BGFV insider holdings converted to $1.45 per share merger consideration

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Big 5 Sporting Goods (BGFV) reported a Section 16 Form 4 showing that on 10/02/2025 all outstanding common shares and certain unvested RSUs were converted as part of a merger. Each share of common stock was automatically converted into the right to receive $1.45 in cash, and unvested RSUs were converted into a cash award equal to the underlying share count times $1.45. The reporting person, Jennifer H. Dunbar, disposed of 120,751 shares directly and 14,143 shares indirectly (as trustee), leaving 0 shares beneficially owned after the transactions. The filing cites the Merger Agreement dated 06/29/2025 and an Effective Time of 10/02/2025.

Positive

  • Cash consideration of $1.45 per share was paid, providing liquidity to holders
  • Transaction completed under a signed Merger Agreement (dated 06/29/2025) with a defined Effective Time (10/02/2025)

Negative

  • Reporting person no longer holds any beneficial shares after disposing of 134,894 total shares
  • Insider ownership reduced to 0, removing that signal of continuing insider alignment with public equity

Insights

TL;DR: Insider holdings converted to cash at $1.45 per share under the merger.

The merger caused an automatic conversion of common stock and unvested RSUs into cash consideration of $1.45 per share at the Effective Time on 10/02/2025. The reporting person disposed of 120,751 shares directly and 14,143 shares indirectly, resulting in zero post-transaction ownership reported.

The primary dependency is the Merger Agreement dated 06/29/2025, which set the cash consideration and conversion mechanics. Monitor completion-related filings for any adjustments to consideration or post-closing reconciliations over the coming weeks.

Insider DUNBAR JENNIFER HOLDEN
Role Director
Type Security Shares Price Value
Disposition Common Stock, par value $.01 120,751 $0.00 --
Disposition Common Stock, par value $.01 14,143 $0.00 --
Holdings After Transaction: Common Stock, par value $.01 — 0 shares (Direct); Common Stock, par value $.01 — 0 shares (Indirect, By Jennifer H. Dunbar, Trustee of the Lilac II Trust)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
DUNBAR JENNIFER HOLDEN
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 120,751 D (1) 0 D
Common Stock, par value $.01 10/02/2025 D 14,143 D (1) 0 I By Jennifer H. Dunbar, Trustee of the Lilac II Trust
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
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.
/s/ Ian Landgreen, Attorney-in-Fact 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 4 for BGFV report on 10/02/2025?

The Form 4 reports that all outstanding common stock and certain unvested RSUs were converted into cash at $1.45 per share under the Merger Agreement, and the reporting person disposed of 134,894 shares (120,751 direct; 14,143 indirect).

How much cash did shareholders receive per share in the BGFV merger?

Shareholders received $1.45 in cash for each share of common stock upon conversion at the Effective Time.

How many shares did Jennifer H. Dunbar dispose of and what is her ownership after the transaction?

She disposed of 120,751 shares directly and 14,143 shares indirectly, and the Form 4 reports 0 shares beneficially owned following the transactions.

Which agreement governed the conversion and cash consideration?

The conversion and cash consideration were governed by the Merger Agreement dated 06/29/2025 between the issuer and Worldwide Sports Group Holdings LLC and related parties.

Was the conversion applicable to unvested RSUs?

Yes; unvested RSUs that did not vest at the Effective Time were substituted and converted into a cash award equal to the underlying share count times $1.45, subject to award terms.