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.
The SEC filings for Big 5 Sporting Goods Corporation (BGFV) provide a detailed record of the company’s operations as a public sporting goods retailer in the western United States and the steps that led to its 2025 go-private transaction. As described in its public communications, Big 5 operated more than 400 "Big 5 Sporting Goods" stores, offering athletic shoes, apparel and accessories, and a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, home recreation, tennis, golf, and winter and summer recreation.
Among the most significant documents in the BGFV filing history are the Form 8-K reports related to its acquisition. A Form 8-K dated June 29, 2025 describes the Agreement and Plan of Merger with Worldwide Sports Group Holdings LLC, WSG Merger LLC, and Worldwide Golf Group LLC, under which each share of common stock would be converted into the right to receive $1.45 per share in cash, subject to conditions. A later Form 8-K dated September 26, 2025 reports the results of the special meeting of stockholders at which the merger proposal and related compensation proposal were approved.
The Form 8-K filed on October 2, 2025 documents completion of the merger, the conversion of outstanding shares into cash consideration, the change of control, and changes to Big 5’s charter documents and board composition. It also explains the company’s request that Nasdaq suspend trading in BGFV and file Form 25 to delist the common stock, and notes the company’s intention to file Form 15 to terminate registration and suspend reporting obligations.
In addition, a Form 25 dated October 2, 2025, filed by The Nasdaq Stock Market LLC, formally notifies the SEC of the removal of Big 5’s common stock from listing and registration on Nasdaq. Earlier filings, including periodic reports referenced in the company’s press releases, contain financial statements, store counts, and risk factor discussions relevant to its sporting goods retail operations.
On this page, users can review Big 5’s historical SEC filings associated with the BGFV ticker, including Forms 10-K and 10-Q (where available), as well as the key merger-related Forms 8-K, Form 25, and related exhibits. AI-powered tools can help summarize these documents, highlight the main terms of the merger, and clarify how the delisting and change of control affected former public stockholders.
Big 5 Sporting Goods Corporation completed a previously announced merger under the Agreement and Plan of Merger dated
Big 5 Sporting Goods Corporation reported the results of a special shareholder meeting held on September 26, 2025 to vote on matters related to a previously announced merger agreement. As of the August 7, 2025 record date, 22,918,921 shares of common stock were outstanding and entitled to vote, and 14,285,424 shares were present in person or by proxy at the meeting, representing about 62.33% of eligible shares, which constituted a quorum.
Stockholders approved the Merger Proposal, with 12,160,662 votes for, 1,965,126 against and 159,636 abstentions. They also approved the Merger Compensation Proposal, which addresses compensation arrangements in connection with the merger, by a separate vote of 9,128,179 for, 4,834,765 against and 322,480 abstentions. Because a quorum was present and the Merger Proposal received sufficient support, no adjournment of the special meeting was required.
On 6/29/25 Big 5 Sporting Goods (BGFV) agreed to be acquired by Worldwide Sports Group Holdings LLC, an affiliate of Capitol Hill Group, for $1.45 cash per share. The price represents a 22 % premium to the 6/27/25 close ($1.19) and values the 22.9 M outstanding shares at roughly $33 M. Merger Sub will merge into Big 5, which will continue as a private, wholly-owned subsidiary; its Nasdaq listing and Exchange Act registration will be terminated.
Shareholders of record on 8/7/25 will vote at a 9/23/25 special meeting on: 1) adoption of the Merger Agreement (majority of shares outstanding required), 2) a non-binding advisory vote on deal-related executive compensation, and 3) a possible adjournment to solicit additional proxies. The board unanimously recommends voting FOR all proposals and received a fairness opinion from Moelis & Co.
If completed, options, RSUs and restricted shares convert to cash; dissenting holders may seek appraisal under DGCL §262. Termination fees: $2 M payable to Parent under certain circumstances; Parent would owe Big 5 $3 M if it fails to close. Parent has committed debt financing of up to $175 M and the deal carries no financing condition. Closing is targeted for H2 2025, subject to shareholder approval and customary conditions.