Every 8-K that BGSF, Inc. (BGSF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BGSF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BGSF filings page.
BGSF, Inc. reported second-quarter 2026 results from continuing operations with revenue of $22.3 million, down from $23.5 million a year earlier, as lower billable hours reduced volume. Gross profit was $7.9 million versus $8.4 million, keeping gross margin roughly stable at 35.5%.
The company’s net loss from continuing operations narrowed to $0.8 million, or $0.08 per diluted share, compared with a $4.5 million loss, or $0.41 per share, driven mainly by lower selling, general and administrative expenses. Operating loss improved to $1.2 million from $4.0 million. Adjusted EBITDA loss was $0.3 million, or 1% of revenue, versus a $1.2 million loss, or 5% of revenue; Adjusted EPS loss improved to $0.02 from $0.10.
For the first half of 2026, revenue was $43.2 million and net loss was $1.3 million, compared with $44.4 million and $4.5 million in the prior-year period. Cash and cash equivalents were $9.7 million at June 28, 2026, supplemented by $8.5 million of short‑term investments. Net cash used in continuing operating activities was $0.2 million, and $1.5 million was used in financing, including $1.2 million of share repurchases. Management highlighted cost reductions following the conclusion of a Transition Services Agreement and ongoing investments in AI-enabled tools and PropTech services.
BGSF, Inc. furnished an updated investor presentation outlining its shift to a pure-play property management staffing company and recent financial trends. Following a 2025 divestiture of its Professional segment, management says the company emerged debt-free, focused on multifamily and commercial markets across 60+ locations serving 9,000+ clients.
The presentation frames an $800M current property management staffing market, an additional $500M opportunity in adjacencies such as PropTech and senior living, and a projected $1B market size by 2030. For Q1 2026, revenue from continuing operations was $20.9M, with gross profit of $7.4M and gross margin of 35.4%.
Adjusted EBITDA from continuing operations for Q1 2026 was a loss of $0.5M, an improvement from a $1.0M loss a year earlier, while Adjusted EBITDA margin improved from -4.9% to -2.6%. Adjusted EPS was $0.03 versus $0.23, reflecting the impact of discontinued operations and a gain on sale in the prior period.
BGSF, Inc. reported first quarter 2026 results with revenue from continuing operations of $20,881 thousand, essentially flat with the prior year. Gross profit was $7,410 thousand versus $7,560 thousand, reflecting a modestly lower gross margin.
Loss from continuing operations improved to $1,389 thousand, or $0.13 per diluted share, compared with $2,329 thousand, or $0.21 per diluted share, a year earlier. Adjusted EBITDA loss narrowed to $541 thousand, or 3% of revenues, from $1,023 thousand, or 5% of revenues, and Adjusted EPS loss improved to $0.06 from $0.09.
Management highlighted completion of the Transition Services Agreement with INSPYR, operation as a stand‑alone, debt‑free company, and achievement of a $3.0 million general and administrative run‑rate in the quarter. They reiterated expectations for full‑year 2026 revenue to grow in the low‑ to mid‑single‑digit range compared to 2025 and emphasized progress in property management staffing, BG Staffing rebranding, and development of PropTech consulting services.
BGSF, Inc. reported fourth quarter and full-year 2025 results as it transforms into a focused, debt-free property management staffing business operating as BG Staffing. Q4 revenues were $22.0 million, down from $24.3 million a year earlier and $26.9 million in Q3, reflecting lower billed hours and seasonal demand.
Q4 net loss narrowed to $1.3 million, or $0.11 per diluted share, compared with a $2.9 million loss in the prior-year quarter. For 2025, revenues were $93.3 million versus $104.4 million in 2024, and net loss widened to $11.4 million. Despite this, BGSF ended 2025 debt-free with $19.0 million in cash and returned capital via a $2.00-per-share special dividend and a $5 million share repurchase authorization.
Management highlighted a new go-to-market strategy under the BG Staffing brand, ongoing cost reductions that improved Adjusted EBITDA loss year over year in Q4, and growth initiatives including AI-enabled automation and a February 2026 PropTech partnership with Yardi to provide technology-enabled talent solutions.
BGSF, Inc. detailed a new Executive Employment Agreement with Co-Chief Executive Officer Kelly Brown, confirming her move from interim to permanent leadership. The agreement runs through December 31, 2027, then renews annually unless either side gives proper notice.
Brown’s initial annual base salary is $375,000, with eligibility for an annual bonus tied to the company’s adjusted EBITDA and potential discretionary cash and equity awards. If she helps complete certain acquisitions, she can earn a bonus equal to 1% of the acquired company’s adjusted EBITDA for the first 12 months after closing.
If Brown is terminated without cause, for good reason, or not renewed, she is entitled to 12 months of base-salary severance, 18 months of COBRA premiums, and accelerated vesting of outstanding equity, with enhanced 18‑month salary severance after certain change-of-control terminations. A separate agreement imposes 12‑month non-compete and 18‑month non-solicitation restrictions, and an indemnification agreement provides protection to the fullest extent allowed under Delaware law.
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. 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. completed the previously announced sale of its Professional Division on September 8, 2025, under an Equity Purchase Agreement with INSPYR Solutions Intermediate, LLC and related parties. The Company sold BG F&A and BGSF Professional and caused certain foreign subsidiary equity interests to be sold, receiving $99.0 million in cash subject to adjustment. Concurrent with closing, BGSF repaid and terminated its Amended and Restated Credit Agreement by paying approximately $43.0 million, and paid approximately $4.4 million to terminate an Amended and Restated Convertible Subordinated Note related to BGSF Professional. The filing incorporates prior disclosures and the Equity Purchase Agreement filed on June 23, 2025.
BGSF, Inc. announced that its Board of Directors has declared a special cash dividend of $2.00 per share of common stock. This one-time dividend will be paid on September 30, 2025 to stockholders who are on record as of the close of business on September 23, 2025. The company disclosed this decision in connection with a press release that is included as an exhibit.
BGSF, Inc. held a special stockholder meeting where investors approved an Equity Purchase Agreement to sell its Professional Division businesses. As of the July 18, 2025 record date, 11,158,828 common shares were outstanding, with about 66% represented at the meeting.
Stockholders approved the sale proposal with 7,253,539 votes for, 76,494 against, and 31,693 abstentions. They also approved, on a non-binding basis, potential executive compensation related to the transaction and an adjournment proposal, though adjournment was ultimately unnecessary. Closing is expected in the first half of September 2025, subject to customary conditions.
BGSF, Inc. (NYSE: BGSF) signed a definitive Equity Purchase Agreement on 14 June 2025 to divest its entire Professional Division to INSPYR Solutions Intermediate, LLC for $99 million in cash, subject to customary working-capital, cash, debt and expense adjustments.
The transaction structure calls for (i) transfer of Professional Division assets and liabilities into BGSF Professional, LLC, (ii) sale of the foreign subsidiaries’ equity (except 1% of the India entity) to an affiliate of the purchaser, and (iii) sale of all equity interests in BG Finance & Accounting, Inc. and BGSF Professional. Of the headline consideration, $3.5 million will be escrowed for post-closing purchase-price adjustments and $1.7 million for potential pre-closing indirect taxes.
Key contractual terms include customary reps & warranties, interim operating covenants, non-compete / non-solicitation provisions, and a “no-shop” with fiduciary-out for superior proposals. Shareholder approval is required. Either party may terminate if the deal has not closed by 10 November 2025. Break fees are asymmetric: BGSF owes a $2.97 million Company Termination Fee under specified circumstances (including acceptance of a superior proposal), whereas the purchaser would owe a $4.95 million Purchaser Termination Fee if it fails to close in certain cases. Purchaser has secured equity financing and a buyer-side R&W insurance policy; BGSF will provide transition services for roughly six months post-close.
Leadership changes: Effective 1 July 2025, long-time Chair, President & CEO Beth Garvey will step down. The board named Kelly Brown (President, Property Management Division) and Keith Schroeder (CFO & Secretary) as interim co-CEOs. Brown will receive 50,000 restricted shares and 25,000 stock options, each vesting in thirds annually. The new leadership team is tasked with growing the Property Management Division and “right-sizing” the organisation following the divestiture.
The sale will materially refocus BGSF on its Property Management operations, provide significant liquidity, and reduce operational complexity; however, it removes diversification and is contingent on shareholder approval and timely closing.