What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-03-17 · 52 added, 91 removed, 125 unchanged (53% of the section changed)

Overview and History

(“BGSF,” “we,” or the “Company”) is a leading national provider of consulting, managed services, and professional workforce solutions with continuing operations that, along with its wholly owned subsidiaries, operate primarily within the U.S.

in two industry segments:

Property Management and Professional.

(“BGSF,” “we,” or the “Company”) is a leading national provider of staffing and workforce solutions for the Property Management industry.

We operate primarily within the U.S.

through our Property Management segment, which provides maintenance and office field talent across 44 of the states and D.C.

to property management companies responsible for the apartment communities and commercial buildings day to day operations.

We provide field talent to a variety of client partners that are seeking to match their workforce requirements to their business needs.

Our client partners operate across a diverse set of industries.

We employ a diverse operating model, both from a skill set and a geographic standpoint, which we believe mitigates downside revenue risk.

Our workforce services consist of on-demand or short-term assignments, consulting services, managed services and on-site management administration.

Our workforce services consist of on-demand or short-term assignments and direct hire placements in the Property Management industry.

Short-term workforce solutions assist employers in dealing with field talent demands caused by such factors as seasonality, fluctuations in client partner demand, vacations, illnesses, parental leave, and special projects without incurring the ongoing expense and administrative responsibilities associated with recruiting, hiring and retaining permanent field talent.

As more and more companies focus on effectively managing variable costs and reducing fixed overhead, the use of short-term workforce solutions allows companies to utilize a contingent approach for their personnel needs, thereby converting a portion of their fixed personnel costs to a variable expense.

Our consulting workforce solutions place field talent with client partners for extended time-periods or for an indefinite time period.

This type of arrangement may involve outsourcing an entire department in a large corporation or providing the workforce for a large project.

Managed Solutions are a combination of both workforce solutions and fixed fee arrangements.

Field talent is placed with the client partner and services are performed over a given period of time as determined with the client partner.

Generally services are provided under a contractual agreement.

In an on-site management arrangement, we place an experienced manager on-site at a client partner’s place of business.

The manager is responsible for conducting all recruiting, candidate screening, interviewing, drug testing, hiring and placement for field talent at the client partner’s facility for a long-term or indefinite period.

Management believes that these solutions and the field talent performing these workforce solutions are, and will remain, an integral part of the labor market in local, regional and national economies in which we operate.

The field talent we assign to our Property Management client partners are our employees, although our client partners generally provide on-the-job direction, control and supervision.

Management believes that our workforce solutions and the field talent performing these workforce solutions are, and will remain, an integral part of the labor market in local, regional and national economies in which we operate.

is the successor by conversion to LTN Staffing, LLC, a Delaware limited liability company that was formed on August 27, 2007.

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In 2021, we changed our name to BGSF, Inc.

We commenced operations on October 17, 2007 and since 2009 have began an on-going growth and diversification initiative.

Since 2010, we have acquired fourteen businesses:

We commenced operations on October 17, 2007, primarily focused on the light industrial staffing industry.

In June 2010, we purchased the interests of BG Personnel Services, LP and BG Personnel, LP and purchased the common stock of B G Staff Services, Inc.

Shortly after the purchase, we relocated our home office to Dallas, Texas.

• In December 2010, we purchased substantially all of the assets and assumed certain liabilities of JNA Staffing Inc., which specialized in providing light industrial workforce solutions within the State of Wisconsin.

These operations were rolled into our existing operations in Milwaukee, Wisconsin.

• In December 2011, we purchased substantially all of the assets and assumed certain liabilities of Extrinsic, LLC, which specialized in providing information technology (“IT”) workforce solutions to client partners within the U.S.

We continue to operate under the Extrinsic trade name.

• In December 2012, we acquired substantially all of the assets and assumed certain liabilities of American Partners, Inc., which specialized in providing IT workforce solutions to client partners within the U.S.

• In June 2013, we acquired substantially all of the assets and assumed certain liabilities of InStaff Holding Corporation and InStaff Personnel, LLC, a wholly owned subsidiary of InStaff Holding Corporation (collectively, “InStaff”).

• In March 2015, we acquired substantially all of the assets and assumed certain liabilities of D&W Talent, LLC (“D&W”), which specialized in providing part-time and full-time workforce solutions of accounting and finance personnel and secretarial and administrative personnel to client partners in Texas and Louisiana.

• In October 2015, we acquired substantially all of the assets and assumed certain liabilities of Vision Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM, LLC (collectively, “VTS”), which provided IT workforce solutions and project management workforce solutions.

• In April 2017, we acquired substantially all of the assets and assumed certain liabilities of Zycron, Inc.

(“Zycron”), which provided IT workforce solutions and project management workforce solutions.

• In September 2017, we acquired substantially all of the assets and assumed certain liabilities of Smart Resources Inc.

and Accountable Search, LLC (collectively, “Smart”), which specialized in providing part-time and full-time workforce solutions of accounting and finance personnel and secretarial and administrative personnel to client partners in Chicago market.

• In December 2019, we acquired substantially all of the assets and assumed certain liabilities of L.J.

Kushner & Associates, L.L.C.

(“LJK”), which provided cybersecurity retained search workforce solutions specializing in recruiting high and mid-level IT security professionals.

• In February 2020, we acquired 100% of the equity of EdgeRock Technology Holdings, Inc.

(“EdgeRock”), which provides specialized IT consultants and focuses on the sourcing and placement of technology professionals specialized in leading software and data ecosystems.

• In February 2021, we acquired substantially all of the assets and assumed certain liabilities of Momentum Solutionz LLC (the “Momentum Solutionz”), which provided IT consulting and managed workforce solutions for organizations utilizing ERP systems.

• In December 2022, we acquired substantially all of the assets and assumed certain liabilities of Horn Solutions, Inc.

and Horn Solutions, Dallas, LLC (collectively, “Horn Solutions”).

Horn Solutions provides services to clients in a variety of industries including, but not limited to energy, financial services, healthcare, real estate and construction, service, manufacturing, and software industries.

• In April 2023, we acquired substantially all of the assets and assumed certain liabilities, of Arroyo Consulting LLC (“Arroyo Consulting”), which provides nearshore and offshore workforce solutions specializing in IT and software development with operations in the United States, Colombia, and India.

This acquisition laid the foundation for our entrance into the Property Management (“PM”) staffing industry.

The PM business revenue at time of acquisition was $23.0 million and grew over time to $93.3 million in 2025 strictly through organic growth.

During the same time period through, a series of acquisitions, we diversified into the professional services markets, which included consulting and staffing solutions for both information technology and finance and accounting as well as managed solutions services, which included both workforce solutions and fixed fee arrangements.

In 2024, we engaged with an advisory firm to develop a long-term strategy for the business.

This effort resulted in the sale of the Professional segment in September 2025 to INSPYR Solutions.

The Professional segment’s financial results have been reflected in our Consolidated Statements of Operations and Consolidated Statements of Cash Flows as discontinued operations.

See “Note 4 - Discontinued Operations” in our Consolidated Financial Statements included elsewhere in this report for additional information.

On March 21, 2022, we completed the sale to Sentech Engineering Services, Inc.

of substantially all of the assets pertaining to our Light Industrial segment providing field talent primarily to manufacturing, distribution, logistics, and call center client partners which operated under the “InStaff” trade name.

Instaff’s financial results have been reflected in our Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Cash Flows as discontinued operations.

See “Note 4 - Discontinued Operations” in our Consolidated Financial Statements included elsewhere in this report for additional information.

The Company currently operates primarily within the United States of America (“U.S.”) through the Property Management and Professional segments.

The workforce solution industry supplies field talent to client partners helping them minimize the cost and effort of workforce planning.

The property management workforce solution industry supplies field talent to client partners, helping them minimize the cost and effort of workforce planning.

These workforce solutions also enable the client partner to rapidly respond to changes in business conditions, and in some cases to convert fixed labor costs to variable costs.

Workforce solution companies act as intermediaries in matching available field talent to client partner assignments.

The workforce solution market is subject to volatility based on overall economic conditions.

The property management workforce solution market is subject to volatility based on overall economic conditions.

Historically, in periods of economic growth, the number of companies providing workforce solutions has increased due to low barriers to entry.

During recessionary periods, the number of companies has decreased through consolidation, bankruptcies, or other events.

The workforce solution industry is large and highly fragmented with approximately 25,000 competing companies, while only 241 firms exceeded $100 million in annual revenues during 2023, which is down from 251 in 2022 according to Staffing Industry Analysts (“SIA”).

SIA stated the 2023 U.S.

temporary service market reported $145.2 billion, which is down from $168.8 billion in 2022.

The property management workforce solution industry is large and highly fragmented having only 3 firms with national scale.

While the size of the temporary staffing market is not defined in industry data, a recent market study commission by the Company estimated that our core market and near term adjacency market to be approximately $1.5 billion.

Workforce solution providers compete both to recruit and retain a supply of field talent and to attract and retain client partners to use these workers.

Client partner demand for workforce solutions is dependent on the overall strength of the labor market and trends toward greater workforce flexibility.

The workforce solution industry includes a number of markets focusing on business needs that vary widely in duration of assignment and level of technical specialization.

Our Operations

We have diversified our operations to provide field talent within distinct segments of the industry.

We refer to our continuing operations as the Property Management and Professional segments, and discontinuing operations as the Light Industrial segment.

We operate separate profit centers within each segment and provide managers considerable operational autonomy and financial incentives.

Managers focus on business opportunities within their markets and are provided centralized support to achieve success in those markets.

We believe this structure allows us to recruit and retain highly motivated managers who have demonstrated the ability to succeed in a competitive environment.

This structure also allows managers and team members to focus on market development while relying on centralized services for support in back-office operations, such as risk management programs and unemployment insurance, credit, collections, accounting, advice on legal and regulatory matters, and quality standards.

Our continuing operations are organized into the Property Management and Professional segments, and our discontinued operations is the Light Industrial segment.

Property Management Segment

Our Property Management segment is a leading provider of office and maintenance talent.

We currently operate in 40 states and D.C.

The field talent we assign to our Property Management client partners are our employees, although our client partners generally provide on-the-job direction, control and supervision.

Professional Segment

Our Professional segment provides highly skilled IT professionals with expertise in SAP, Workday, Peoplesoft, Hyperion, Oracle, One Stream, cyber, project management, managed services, and other IT workforce solutions to client partners on a national basis.

Additionally, we provide finance, accounting, legal, human resource and related support personnel.

Our client partners include large Fortune 500 companies, medium and small companies, as well as consulting firms engaged in systems integration projects.

We operate our professional segment remotely and from our offices in Florida, Illinois, Maryland, Massachusetts, New Jersey, North Carolina, Rhode Island, Tennessee, and Texas.

The IT division provides additional nearshore/offshore field talent solutions in Colombia and India.

Light Industrial Segment

The Light Industrial segment is reported in our financial statements as discontinued operations.

See “Note 4 - Discontinued Operations” in our Consolidated Financial Statements for additional information.

Financial Information about Segments

Refer to Note 19 in the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated by reference.

With the sale of the Professional segment in September 2025, we have focused our operations on the Property Management segment.

We also review the Company’s performance on a regional and strategic account level as well.

Managers are held accountable for the performance within the respective areas of responsibility.

We believe this level of review provides managers the appropriate information on how the performance of their areas of responsibility compares to other areas within the company.

This also allows managers and team members to focus on market development while relying on centralized services for support in back-office operations, such as risk management programs and unemployment insurance, credit, collections, accounting, advice on legal and regulatory matters, and quality standards.

Financial Information about Geographic Areas

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Our Client Partners

We currently provide workforce solutions to small and medium-sized companies as well as divisions of Fortune 500 companies.

We currently provide property management workforce solutions to small and medium-sized property management companies and property owners in the multi-family and commercial markets..

As is common in the industry, our engagements to provide workforce solutions to our client partners are generally of a non-exclusive, short-term nature and subject to termination by the client partner with little or no notice.

No client partner accounted for more than 10% of our revenues in fiscal 2024, 2023, or 2022.

No client partner accounted for more than 10% of our revenues in fiscal years 2025, 2024, or 2023.

Marketing and Recruiting

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Joint marketing arrangements have been entered into with major software partners.

We actively seek endorsements and affiliations with professional organizations in the accounting and finance, technology, apartment community, commercial building, creative and marketing fields.

To enhance public recognition of us and our workforce solutions, we conduct public relations activities and team members and field talent are encouraged to be active in civic organizations and industry trade groups in their local communities.

We actively seek endorsements and affiliations with professional organizations in the , apartment community and commercial buildings..

To enhance public recognition of us and our workforce solutions, we conduct public relations activities and team members are encouraged to be active in civic organizations and industry trade groups in their local communities.

Growth Strategy

We are committed to growing our operations and have grown from $35 million of Light Industrial revenue in 2009 to $272 million of revenue from continuing operations in 2024, by using a growth strategy reliant upon both acquisitions and organic growth.

We will continue to evaluate acquisition opportunities utilizing our proven approach to the assessment, valuation, and integration of acquisitions.

Additionally, we are committed to continue to grow our operations in our current markets, as well as expand into new markets within the segments and industries that we currently serve.

We are organized to handle many of the administrative functions at our home office location so that our segment operations can focus on business development and the effective recruiting and assignment of field talent.

We are committed to growing our operations.

Our continuing operations has grown from $23.0 million in 2010 when we purchased BG Personnel Services and BG Staff Services, which provided entrance into the Property Management industry, to $93.3 million in 2025 strictly through organic growth.

While we have not used acquisitions in the past to grow the Property Management segment, we will evaluate acquisition opportunities as they present themselves.

Additionally, we are committed to continue to grow our operations in our current markets, as well as expand into new markets within the industries that we currently serve.

We are organized to handle many of the administrative functions at our home office location so that our Property Management segment operations can focus on business development and the effective development of job placements and recruiting and assignment of field talent.

We continue to invest in technology and process improvements, as necessary, to ensure that we are operating at optimal productivity and performance.

In 2022, we completed the board of directors authorized three year plan to enhance our processes through the information technology improvement project.

In 2025, we began to invest in AI tools to aid our efforts in recruiting and onboarding field talent.

This investment will deepen our engagement with clients and elevate the experience of working with us as an innovative workforce.

We believe these investments will help differentiate BGSF from our competitors.

In 2022, the Company completed the three-year information technology improvement project authorized by the Board to enhance its processes.

These workstreams included improvements to applications in front office, middle office, back office, modern workplace, IT infrastructure, and project management.

With about 25,000 staffing and recruiting companies, the workforce solutions market is highly competitive with limited barriers to entry.

There are about 27,000 total staffing and recruiting companies, however data on the number of companies that participate in the property management market is not available because many companies operate across a wide spectrum of staffing markets.

The workforce solutions market is highly competitive with limited barriers to entry.

We compete in national, regional and local markets with full-service and specialized workforce solution companies.

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Our quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of our client partners’ business.

Demand for our Property Management workforce solutions typically increase in the second quarter and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session.

Demand for our Property Management workforce solutions typically increases in the second quarter and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session.

Overall, first quarter demand can be affected by adverse weather conditions in the winter months.

In addition, our cost of services typically increases in the first quarter primarily due to the reset of payroll taxes.

The industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings.

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As part of these efforts, we strive to offer competitive total rewards programs, foster an inclusive and diverse environment, and give team members the opportunity to give back to their communities and make a social impact.

As of February 5, 2025, we employed approximately 405 team members working remotely or in our various market locations in the United States.

As of January 29, 2026, we employed approximately 189 team members working remotely or in our various market locations in the United States.

In addition to our team members, BGSF matches talent with our client partners.

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In addition to cash and equity compensation, we also offer team members competitive benefits such as life and health (medical, dental and vision) insurance, paid time off including volunteer time off, wellness benefits, education/tuition reimbursement, a defined contribution retirement plan with BGSF matching contributions, and our 2020 ESPP.

Diversity, Equity, and Inclusion

We are committed to fostering an inclusive and diverse workforce.

In the first quarter of 2025, our 2020 ESPP expended all of the available shares approved by shareholders and the plan was suspended.

We subsequently received approval for additional shares to allocate to the plan at BGSF’s annual shareholder meeting.

BGSF is currently evaluating the restarting of this plan.

Diversity, Equity, and Inclusion and Belonging

We are committed to fostering an inclusive workforce.

Our responsibility commitment is overseen by executive leadership, along with board-level oversight led by our Nominating and Governance Committee.

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This focus will extend to our collaboration with client partners, selection of vendor partners, engagement in our communities and prioritization of overall work-life harmony.

Our commitment to diversity, equity and inclusion does not sit with a singular individual, but with every BGSF team member.

Our commitment to diversity, equity and inclusion does not sit with a singular

individual, but with every BGSF team member.

BGSF leaders will continue to be provided additional inclusive-leadership growth opportunities, understanding the importance of mitigating biases, as an ongoing effort to shape our future talent pool selections, onboard new talent, and support future career trajectories.

As of August 1, 2024, we employed approximately 3,456 people, of which 13% were internal team members and 87% were field talent supporting our client partners across the country.

As of December 5, 2025, we employed approximately 2,243 people, of which 8% were internal team members and 92% were field talent supporting our client partners across the country.

• Women represented 36% of all team members, and underrepresented minorities (“URMs”, defined as those who identify as Black/African American, Hispanic/Latinx, Native American/Alaska Native, Asian, Native Hawaiian/Pacific Islander and/or two or more races) represented 71% of our all of our reporting team members (8% of team members in contingent roles chose not to disclose this information);

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Intellectual Property

We own or have rights to various copyrights, trademarks, service marks, trade names and domain names used in our business, including, but not limited to, BGSF, BG Staffing, BG Staffing Group, BG Personnel Services, Extrinsic, American Partners, InStaff, BG Temporary Staffing, BG Multifamily, BG Talent, Triance, Donovan & Watkins, D&W Talent, Vision Technology Services, Zycron, Smart Resources, Accountable Search, L.J.

Kushner & Associates, EdgeRock, EdgeRock Technology Partners, EdgeRock Technology Partners & Design, Momentum Solutionz, Creative Data Solutions, Horn Solutions, Arroyo Consulting, Arroyo IT Solutions, AC, bgsf.com, bgstaffing.com, bgstaffinggroup.com, bgpersonnel.com, bgpersonnel.net, bgstaffing.net, bgcompanies.net, bgmail.com, ltnstaffing.com, milwaukeetemps.com, milwaukeetmepsinc.com, extrinsicllc.com, extrinsicgroup.com, extrinsicresources.com, jnastaffing.com, therightpeoplerightnow.com, rightpeoplerightnow.com, americanpartnersinc.com, instaff.com, donwat.com, vistechs.com, zycron.com, smartstaffing.com, accountablesearch.com, executiveassistantsearch.com, ljkushner.com, edgerock.com, edgerock.net, edgerockblue.com, edgerockcares.com, edgerockcares.net, edgerockconsultants.com, edgerockit.com, edgerockpartners.com, edgerockperm.com, edgerockred.com, edgerocksearch.com, edgerocksolutions.com, edgerockstaffing.com, edgerocktech.com, edgerocktech.net, edgerocktechnologies.com, etphome.com, joinedgerock.com, myedgerock.com, momentumsolutionz.com, hornsolutions.net, arroyoconsulting.net, and micro-talent.net.

In 2023, the Board of Directors approved, and we completed, management’s plan to rebrand as BGSF, eliminating various current trade names.

In 2023, the Board of Directors (“Board”) approved, and we completed, management’s plan to rebrand as BGSF, eliminating various current trade names.

We are subject to regulation by numerous foreign, federal, state and local regulatory agencies, including but not limited to the U.S.

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The information included on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.

We will make available free of charge through our website

our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have filed or furnished such material to the SEC.

We will make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have filed or furnished such material to the SEC.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business