Douglas Hailey Boosts BGSF Stake with Stock Grant and Options

Rhea-AI Filing Summary

Form 4 – BGSF (filed 08-05-2025)

Director Douglas E. Hailey disclosed new equity awards:

• Common stock: 2,686 shares acquired at $0.00, increasing his direct holding to 212,742 shares.
• Stock options: 5,000 options granted at a $6.98 strike. Vesting is 1,000 options annually on each 8/5 from 2025-2029; expiration 8/5/2035.

The transactions arise from BGSF’s 2013 Long-Term Incentive Plan, indicating routine board compensation rather than an open-market purchase. Hailey’s total potential exposure (stock plus granted options) rises to 217,742 shares, modestly strengthening alignment between the director and shareholders. No sale or disposition occurred.

Positive

• Director’s direct ownership increases by 2,686 shares, enhancing equity alignment with shareholders.
• 5,000 new options extend management’s incentive horizon through 2035, encouraging long-term value creation.

Negative

• No open-market purchase; shares were granted at $0, so the signal of insider confidence is weaker.
• Limited transaction size relative to market capitalization, implying minimal immediate market impact.

Insights

Financial Analyst

TL;DR: Routine equity grant; modestly positive for alignment, but limited market impact as no cash outlay or open-market buying occurred.

The filing shows standard incentive-based compensation: 2,686 restricted shares and 5,000 long-dated options at $6.98. The strike is close to recent trading levels, preserving upside leverage if BGSF executes on growth plans. However, because the shares were granted at no cost, the signal is weaker than a purchase with personal funds. With post-grant ownership of 212,742 shares (≈6–7 % of avg. daily volume), Hailey remains a sizeable insider holder, yet the scale is not large enough to materially shift ownership structure. Overall impact is neutral: governance alignment is maintained, but no new information on fundamentals or outlook is provided.

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

OMB Number:			3235-0287
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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^*

HAILEY DOUGLAS

(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	212,742	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/ Douglas E. Hailey, by Keith Schroeder, as Attorney-in-Fact	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many BGSF shares did Director Douglas Hailey acquire?

He received 2,686 common shares at no cost under the company’s incentive plan.

What is the strike price of the newly granted BGSF options?

All 5,000 options carry a $6.98 exercise price.

When do the BGSF options vest?

The options vest in five equal tranches of 1,000 each year on 08/05 from 2025 through 2029.

What is Douglas Hailey’s total direct shareholding after the grant?

His direct ownership rose to 212,742 common shares.

Does this Form 4 indicate an open-market insider purchase?

No. The shares and options were plan-based grants, not open-market buys.