BGSF ($BGSF) Sets $2.00 Cash Dividend with Due-Bill Trading Period

Rhea-AI Filing Summary

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.

Positive

• Announced a clear special cash dividend of $2.00 per share, with specified record and payment dates
• Transparent disclosure of NYSE due-bill treatment and that a press release (Exhibit 99.1) is attached

Negative

• Dividend exceeds 25% of trading price, triggering due-bill trading which can complicate share transactions during the Dividend Right Period
• Company disclaims any obligation for due-bill amounts or processing, placing operational responsibility on brokers and potentially causing investor confusion

Insights

Financial Analyst

TL;DR: A $2.00 special dividend is material and will affect short-term trading mechanics via due bills.

This special cash dividend of $2.00 per share is a sizable direct cash return to shareholders and is explicitly characterized as representing more than 25% of the trading price, triggering NYSE due-bill procedures. That creates a defined Dividend Right Period from the September 23 record date through the close of trading on September 30, 2025 and may concentrate trading activity and temporary price adjustments around these dates. The company disclaims responsibility for due-bill processing, so operational effects fall to brokers and exchanges rather than the issuer.

Corporate Governance Expert

TL;DR: Disclosure follows exchange rules and clarifies shareholder mechanics but assigns operational obligations to brokers.

The filing provides the required disclosure about the special dividend, record date, payment date, and the NYSE's due-bill requirement. It appropriately informs shareholders that due-bill obligations are settled between brokers and that the company has no obligation for due-bill amounts or processing. From a governance and disclosure perspective this is procedurally complete and transparent regarding shareholder treatment during the Dividend Right Period.

0001474903FalseFY2025BGSF, INC.00014749032025-09-162025-09-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported):

September 16, 2025

 

BGSF, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-36704			26-0656684
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

5850 Granite Parkway, Suite 730

Plano, Texas 75024

(Address of principal executive offices, including zip code)

(972) 692-2400

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			BGSF			NYSE

Item 8.01 Other Events.

On September 16, 2025, BGSF, Inc. (“BGSF” or “the Company”), issued a press release announcing additional information regarding the previously announced pending special cash dividend of $2.00 per share of the Company’s common stock, par value $0.01 per share (“Common Stock”), payable on September 30, 2025 to the holders of record of all of the issued and outstanding shares of Common Stock as of the close of business on September 23, 2025.

Because the payment of the special cash dividend represents more than 25% of the trading price of the Common Stock, NYSE has advised the Company that its common shares will trade with “due bills” representing an assignment of the right to receive the special cash dividend from the record date of September 23, 2025 through the closing of trading on NYSE on September 30, 2025, which is the payment date and the last day of trading before the October 1, 2025 ex-dividend date (this period of time representing the “Dividend Right Period”).

Shareholders who sell their Common Stock during the Dividend Right Period will be selling their right to the special cash dividend, and such shareholders will not be entitled to receive the special cash dividend. Due bills obligate a seller of Common Stock to deliver the special cash dividend payable on such Common Stock to the buyer (the “Dividend Right”). The record date of September 23, 2025 will be used as the date for establishing the due bill tracking of the Dividend Right to the holder of Common Stock.

Due bill obligations are customarily settled between the brokers representing the buyers and the sellers of shares. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Common Stock should consult their brokers before trading to be sure they understand the effect of NYSE’s due bill procedures.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
99.1			Press Release of BGSF, Inc., dated						September 16, 2025
104.0			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									BGSF, INC.
Date:			September 16, 2025						/s/ Keith Schroeder
						Name: Title:			Keith Schroeder Interim-Co Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Office and Principal Financial Officer)

FAQ

What special dividend did BGSF (BGSF) announce?

BGSF announced a special cash dividend of $2.00 per share of common stock.

Who is eligible to receive the BGSF special dividend?

Holders of record of BGSF common stock as of the close of business on September 23, 2025 are eligible.

When will BGSF pay the special dividend?

The special cash dividend is payable on September 30, 2025.

Why will BGSF shares trade with due bills?

NYSE advised due bills because the special dividend represents more than 25% of the trading price of the common stock, so trading during the Dividend Right Period assigns the right to the dividend.

What should shareholders do about due-bill procedures?

The filing advises buyers and sellers to consult their brokers because due-bill obligations are customarily settled between brokers and the company has no obligation for due-bill processing.