Big 5 (BGFV) Form 4: Options and RSUs cashed out for $1.45
Rhea-AI Filing Summary
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.
Positive
- Merger consideration of $1.45 per share provided immediate liquidity for common shares and RSUs
- Canceled options were converted to cash, delivering a defined cash outcome rather than leaving equity outstanding
Negative
- Reporting person’s direct common stock holding reduced to 0 following the disposition of 21,660 shares
- Options totaling 29,575 were canceled; options with exercise prices above $1.45 likely yielded no value
Insights
Merger-triggered equity cash-outs removed insider stock and option exposure.
The transactions are mechanical consequences of the Merger Agreement: each share and remaining RSU converted into $1.45 cash while outstanding options were canceled and converted into cash values equal to the excess of the merger price over each option's exercise price, less taxes. The reporter shows a disposition of 21,660 shares and cancellation of 29,575 option instruments on 10/02/2025.
Primary dependencies are the merger closing mechanics and the agreement's valuation formula; the cash amounts for options are determined by strike prices listed in the filing. Watch for any separate disclosures showing actual cash paid per award or post-closing tax withholdings over the next weeks as those affect net proceeds.
Equity-based compensation positions were terminated and converted to cash under plan terms.
The filing identifies five option strike prices from $1.18 to $6.20 and option quantities that were canceled and cashed out; unvested RSUs were similarly converted. This action is consistent with standard merger treatment where outstanding awards become cash-settled.
Risks to note include the possibility that withholding taxes reduced net cash received and that option holders with exercise prices above $1.45 likely received no value. Monitor any subsequent disclosure of aggregate cash paid to executives or amended equity plan statements within the next reporting cycle.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 625 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 10,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 1,250 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,100 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 15,600 | $0.00 | -- |
| Disposition | Common Stock, par value $.01 | 21,660 | $0.00 | -- |
Footnotes (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. 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.
