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.
Big 5 Sporting Goods Corporation filings document the retailer’s completed merger, removal of BGFV common stock from Nasdaq listing and prior public-company reporting. The Form 25 records the withdrawal of the company’s common stock from listing and registration on the Nasdaq Stock Market.
Material-event reports cover merger completion, related credit agreement termination, stockholder voting results, operating results and capital-structure disclosures. Earlier 8-K filings also furnished quarterly financial releases and exhibits tied to the company’s sporting goods retail operations.
Big 5 Sporting Goods Corporation completed a previously announced merger under the Agreement and Plan of Merger dated June 29, 2025, resulting in the company becoming a wholly owned subsidiary of Worldwide Sports Group Holdings LLC. At the Effective Time the merger sub merged into the company and former holders of Company common stock ceased to have stockholder rights except the right to receive the Merger Consideration. Company stock options were automatically cancelled and either converted into cash equal to the number of underlying shares times the excess of the Merger Consideration over the option exercise price (less applicable withholding) or cancelled for no consideration if the exercise price was equal to or greater than the Merger Consideration. Company restricted stock unit awards were converted into the cash value of the Merger Consideration multiplied by underlying shares (less applicable withholding). The filing incorporates the Merger Agreement, amended certificate of incorporation, and amended bylaws by reference and is dated October 2, 2025.
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.