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

Corporate Transactions Analyst

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.

Compensation & Equity Plan Specialist

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.

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

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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^*

Pasillas Frank

(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)
	Senior VP, Store Operations

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		21,660	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			625	(2)	(2)	Common Stock	625	(2)	0	D
Employee Stock Option (right to buy)	$4.8	10/02/2025		D			10,000	(2)	(2)	Common Stock	10,000	(2)	0	D
Employee Stock Option (right to buy)	$4.07	10/02/2025		D			1,250	(2)	(2)	Common Stock	1,250	(2)	0	D
Employee Stock Option (right to buy)	$2.23	10/02/2025		D			2,100	(2)	(2)	Common Stock	2,100	(2)	0	D
Employee Stock Option (right to buy)	$1.18	10/02/2025		D			15,600	(2)	(2)	Common Stock	15,600	(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, 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.
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FAQ

What did Frank Pasillas report on Form 4 for BGFV?

He reported the disposition of 21,660 shares and the cancellation/conversion of outstanding options and unvested RSUs into cash under the merger, with awards valued at $1.45 per share.

Why were employee stock options canceled on 10/02/2025?

Per the Merger Agreement, each outstanding option was automatically canceled and converted into a cash payment equal to the excess, if any, of the merger price ($1.45) over the option exercise price, less withholding.

How many options were affected and what were the strike prices?

Options totaling 29,575 were listed across strike prices of $6.20, $4.80, $4.07, $2.23, and $1.18.

What is the reported beneficial ownership after these transactions?

The filing reports 0 shares beneficially owned by the reporting person following the reported transactions.

Did unvested RSUs receive any value?

Yes, unvested RSUs were substituted and immediately converted into a cash award equal to the number of underlying shares multiplied by the $1.45 merger consideration.