Insider Activity: BGSF Director Boosts Stake, Granted Options at $6.98

Rhea-AI Filing Summary

Form 4 highlights for BGSF (filed 08 Aug 2025): Director C. David Allen, Jr. reported an open-market acquisition of 2,686 common shares on 05 Aug 2025 at a stated price of $0 (share grant), raising his direct holdings to 93,952 shares.

In addition, the director received 5,000 new stock options under the 2013 Long-Term Incentive Plan with a fixed exercise price of $6.98. The award vests in five equal annual tranches of 1,000 options each from 2025-2029 and expires on 05 Aug 2035. Post-grant, Allen holds 5,000 options in total.

• Role: Non-employee director
• Transaction code: “A” (acquisition)
• No sales or dispositions were reported.

The filing signals incremental insider alignment but, given the small size relative to BGSF’s share count, the immediate financial impact is limited.

Insights

Securities Analyst

TL;DR: Small insider buy and option grant, modestly positive signal, minimal dilution.

The 2,686-share grant increases Allen’s equity stake by ~2.9% of his prior holdings, suggesting continued confidence but not a game-changing commitment. The at-the-money options are standard director compensation; staggered vesting aligns long-term incentives without near-term cash outlay for the company. No shares were sold, so net insider flow is positive. However, the absolute share count is immaterial versus BGSF’s float, so market impact should be limited unless followed by additional insider accumulation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Allen C. David JR

(Last) (First) (Middle)

5850 GRANITE PARKWAY, SUITE 730

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BGSF, INC. [ BGSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 per share par value	08/05/2025		A		2,686	A	$0	93,952	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(1)	$6.98	08/05/2025		A		1,000		08/05/2025	08/05/2035	Common Stock, $0.01 per share par value	1,000	$0	1,000	D
Stock Options(1)	$6.98	08/05/2025		A		1,000		08/05/2026	08/05/2035	Common Stock, $0.01 per share par value	1,000	$0	2,000	D
Stock Options(1)	$6.98	08/05/2025		A		1,000		08/05/2027	08/05/2035	Common Stock, $0.01 per share par value	1,000	$0	3,000	D
Stock Options(1)	$6.98	08/05/2025		A		1,000		08/05/2028	08/05/2035	Common Stock, $0.01 per share par value	1,000	$0	4,000	D
Stock Options(1)	$6.98	08/05/2025		A		1,000		08/05/2029	08/05/2035	Common Stock, $0.01 per share par value	1,000	$0	5,000	D

Explanation of Responses:

1. Stock options to purchase shares pursuant to the BGSF, Inc. 2013 Long-Term Incentive Plan.

Remarks:

	/s/ C. David Allen, Jr., by Keith Schroeder, as Attorney-in-Fact	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did BGSF director C. David Allen, Jr. buy on 05-Aug-2025?

He acquired 2,686 common shares, raising his direct stake to 93,952 shares.

Were any BGSF shares sold in this Form 4 filing?

No. The filing reports only acquisitions; there were no dispositions.

What is the exercise price and size of the new BGSF option grant?

Allen received 5,000 options exercisable at $6.98 per share, vesting 1,000 annually from 2025-2029.

Does this insider activity materially dilute existing shareholders?

Dilution is immaterial; 5,000 options represent a negligible fraction of BGSF’s total shares outstanding.

How long do the new BGSF options remain exercisable?

Each tranche expires on 05-Aug-2035, giving a 10-year exercise window.