Bgsf Inc SEC Filings

BGSF, Inc. reported an insider transaction on Form 4. Director Richard L. Baum, Jr. acquired 5,482 shares of BGSF common stock on 11/05/2025 at a stated price of $0. Following this transaction, he directly owns 143,757 shares. The filing lists the ownership form as Direct (D), and no derivative securities were reported in this filing.

BGSF, Inc. director reported an insider stock acquisition on a Form 4. On 11/05/2025, the director acquired 5,482 shares of common stock at a reported price of $0. Following this transaction, the director beneficially owns 35,486 shares held directly.

No derivative securities were reported in this filing.

BGSF, Inc. disclosed an insider transaction on Form 4. On 11/05/2025, a director acquired 5,482 shares of common stock at a reported price of $0. Following the transaction, the reporting person directly beneficially owns 141,812 shares. The transaction code is “A,” indicating an acquisition. This filing records a change in insider holdings.

BGSF, Inc. reported an insider transaction on a Form 4. A director acquired 5,482 shares of common stock on 11/05/2025 at a price of $0, bringing direct beneficial ownership to 218,224 shares. The filing indicates it was submitted by one reporting person and classifies the security as common stock with a par value of $0.01 per share.

BGSF, Inc. reported results from its November 5, 2025 annual meeting. Stockholders approved amendments to increase share reserves under two equity plans: the 2013 Long‑Term Incentive Plan by 250,000 shares and the 2020 Employee Stock Purchase Plan by 250,000 shares. The board also confirmed an “every year” frequency for future say‑on‑pay votes.

Class II directors Richard L. Baum, Jr. (4,015,562 for; 1,124,854 withheld) and Paul A. Seid (4,047,599 for; 1,092,817 withheld) were elected. Stockholders ratified Whitley Penn LLP as independent auditor (6,125,662 for; 657,321 against; 14,596 abstained). The amendment to the 2013 LTIP passed (3,264,140 for; 1,850,331 against; 25,943 abstained), the ESPP amendment passed (4,915,918 for; 209,264 against; 15,232 abstained), and the advisory say‑on‑pay was approved (3,640,870 for; 1,242,037 against; 257,506 abstained).

BGSF, Inc. reported softer Q3 results as it refocuses on Property Management after selling its Professional segment. Revenue from continuing operations was $26.9 million, down from $29.8 million, with gross margin steady at 35.9%. The company posted an operating loss of $0.9 million and a net loss from continuing operations of $3.1 million; total net loss was $5.8 million, including a $2.9 million loss on sale.

On September 8, BGSF closed the sale of its Professional segment for $91.5 million in cash plus $5.2 million in escrow, and used proceeds to repay its term loan, revolving facility, and a $4.4 million convertible note. Cash and equivalents were $41.2 million at quarter-end. The board declared a special cash dividend of $2.00 per share, accruing $22.4 million, and on November 5 authorized a stock repurchase program of up to $5 million. SG&A fell 10% year over year, while interest expense rose, and a $1.5 million tax valuation allowance increased the effective tax rate. Adjusted EBITDA from continuing operations was $0.98 million (3.6% margin). As of November 5, 2025, 11,199,787 common shares were outstanding.

BGSF, Inc. furnished an 8‑K announcing it issued a press release with financial results for the third fiscal quarter ended September 28, 2025. The company also noted that the press release and related call reference non‑GAAP measures, with GAAP-to-non‑GAAP reconciliations provided in the release.

The company stated the information is being furnished and is not deemed filed under the Exchange Act, and will only be incorporated by reference if expressly stated. BGSF also issued a separate press release on November 5, 2025 regarding its stock repurchase program. The earnings press release is included as Exhibit 99.1.

BGSF, Inc. announced a special cash dividend of $2.00 per share payable on September 30, 2025 to shareholders of record as of September 23, 2025. Because the dividend exceeds 25% of the trading price of the common stock, the NYSE will require trading with due bills during the Dividend Right Period, meaning sellers from the record date through the close of trading on September 30, 2025 will transfer the right to receive the dividend to buyers. The company noted it has no role in setting or processing due bills and advised shareholders to consult brokers about the effect of NYSE due bill procedures. A press release is attached as Exhibit 99.1.

BGSF, Inc. (BGSF) Proxy Statement highlights the 2025 Annual Meeting on November 5, 2025, and seven agenda items including election of Class II directors, ratification of Whitley Penn LLP as independent auditors, amendments to add 250,000 shares to both the 2013 Long-Term Incentive Plan and the 2020 Employee Stock Purchase Plan, and advisory Say-on-Pay votes. The Board discloses governance structures: separate Chairman and CEO roles, committee charters, Audit Committee oversight, and various policies including insider trading, clawback, and hedging prohibitions. Material leadership changes disclosed: in July 2025, CEO Beth Garvey resigned and entered a Separation Agreement with salary continuation, COBRA reimbursement, full vesting of outstanding equity, and a $300,000 change-of-control severance related to the sale of the Professional segment. In March 2025, CFO John R. Barnett resigned and Keith Schroeder was appointed CFO under an employment agreement through December 31, 2027 with minimum annual salary steps to $400,000 by 2027 and specified severance and restrictive covenants. Share reserve and plan details: 2013 Plan reserve and 2020 ESPP availability noted, and as of February 5, 2025 there were 11,077,007 shares outstanding used for beneficial ownership calculations.