What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-30 compared with 2025-03-17 · 55 added, 58 removed, 130 unchanged (47% of the section changed)

8 unchanged sentences

Our peer group includes:

GEE Group, Mastech Digital, Resources Connection, Inc., and Staffing 360 Solutions.

GEE Group, Mastech Digital, and Resources Connection, Inc.

Market Information and Holders

Our common stock commenced listing on the NYSE on November 14, 2019 under the symbol “BGSF,” was listed on the NYSE American from October 27, 2014 to November 13, 2019 under the symbol “BGSF” and was quoted on the OTC Bulletin Board, or OTCBB, under the symbol “BGSF” from April 30, 2014 to October 27, 2014.

Prior to the quotation of our common stock on the OTCBB, there was no public market for our common stock.

The table below contains the market range of high and low prices for our common stock.

Our common stock is listed on the NYSE under the symbol “BGSF.” The table below contains the market range of high and low prices for our common stock for the fiscal quarters indicated.

Quarter Ended:

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December 29, 2024 $ 6.18 $ 6.07

October 1, 2023 $ 9.62 $ 9.45

July 2, 2023 $ 9.59 $ 9.50

April 2, 2023 $ 11.06 $ 10.44

As of February 5, 2025, our common stock closing price was $5.19 per share.

As of February 5, 2025, there were approximately 2,386 holders of record of our common stock.

The board of directors has declared and we have paid the following cash dividends during the fiscal years ended 2024, 2023, and 2022:

September 27, 2024 $ 7.25 $ 7.06

June 28, 2024 $ 8.67 $ 8.35

March 28, 2024 $ 10.50 $ 10.18

As of January 29, 2026, our common stock closing price was $5.66 per share.

As of January 29, 2026, there were approximately 2,381 holders of record of our common stock.

The board of directors (“Board”) has declared and we have paid the following cash dividends during the fiscal years ended 2025, 2024, and 2023:

Declared Date Record Date Distribution Date Dividend per Share Amount Paid

September 11, 2025 September 23, 2025 September 30, 2025 $2.00 $ 22,399,574

Total $ 22,399,574

February 8, 2024 February 20, 2024 February 27, 2024 $0.15 $ 1,639,315

April 27, 2022 May 17, 2022 May 24, 2022 $0.15 1,572,332

August 3, 2022 August 15, 2022 August 22, 2022 $0.15 1,574,992

November 2, 2022 November 14, 2022 November 21, 2022 $0.15 1,577,709

Total $ 1,639,315

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Total $ 6,507,249

February 8, 2024 February 20, 2024 February 27, 2024 $0.15 $ 1,639,315

Total $ 1,639,315

Our ability to pay dividends is restricted under the terms of our credit agreement and may be restricted under other agreements governing our outstanding indebtedness from time to time.

Any future determination with respect to the payment of dividends, including whether to declare a dividend, and, if so, the amount thereof, will be at the discretion of our board of directors and will be dependent upon, among other things, our financial condition, results of operations, capital requirements, the terms of our then existing indebtedness, contractual restrictions, future prospects, general economic conditions and other factors considered relevant by our board of directors.

We do not currently pay a regular dividend and have no plans to do so in the future.

Any future determination with respect to the payment of dividends, including whether to declare a dividend, and, if so, the amount thereof, will be at the discretion of our Board and will be dependent upon, among other things, our financial condition, results of operations, capital requirements, the terms of our then existing indebtedness, contractual restrictions, future prospects, general economic conditions and other factors considered relevant by our Board.

Equity Compensation Plans

19 unchanged sentences

Recent Sales of Unregistered Securities

In December 2022, we issued 254,455 shares of common stock in a private placement for a value of $3.3 million, and a convertible two-year promissory note of $4.4 million with an annual interest rate of 6% that is convertible into common shares at any time after one year at a conversion price of $17.12 per share at the closing of the Horn Solutions acquisition.

On January 30, 2025, the convertible note was amended to increase the interest rate to 7% and extend the maturity date to December 12, 2025.

In December 2022, we issued 254,455 shares of common stock in a private placement for a value of $3.3 million, and a convertible two-year promissory note of $4.4 million with an annual interest rate of 6% that was convertible into common shares at any time after one year at a conversion price of $17.12 per share at the closing of an acquisition related to BGSF Professional.

On January 30, 2025, the convertible note was amended to increase the interest rate to 7% and extended the maturity date to December 12, 2025.

The security was subsequently paid off in conjunction with the sale of BGSF Professional and is no longer outstanding.

The foregoing issuance of securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Share Repurchases

During 2024, there were no stock repurchases.

During 2023, we repurchased 2,085 shares of the Company’s common stock at a cost of $19,019 and a weighted average price of $9.69 upon the vesting of restricted stock to satisfy statutory minimum tax withholding requirements.

On November 5, 2025, the Company's Board approved a stock repurchase program under which the Company may repurchase up to $5.0 million of its common stock.

The repurchases may take place in the open market, in private transactions, or otherwise, and pursuant to any trading plan that may be adopted in accordance with applicable securities laws and regulations, including Rule 10b5-1 under the Exchange Act.

The timing and amount of common stock purchased will depend on a variety of factors, including the availability of common stock, general market conditions, the trading price of the common stock, alternative uses for capital, and the Company’s financial performance.

Open market purchases will be conducted in accordance with Rule 10b-18 under the Exchange Act and applicable legal requirements.

The repurchase program does not have an expiration date and may be suspended, terminated, or modified at any time for any reason.

The repurchase program does not obligate the Company to purchase any particular number of shares.

During 2025, we repurchased 351,200 shares of the Company's common stock at a cost of $1,520,863 and a weighted average price of $4.33 per share.

A summary of the repurchase activity during 2025, is as follows:

Stock Class Period Total number

of shares repurchased Average price paid per share Maximum value of common stock that may yet be repurchased under current authorization

Common Stock November 5 through November 30 161,804 $4.12 $4,337,341

Common Stock December 1 through December 28 189,396 $4.53 $3,479,137

Selected Financial Data

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The statement of operations data for the fiscal years ended 2025, 2024, and 2023 and the balance sheet data as of December 28, 2025 and December 29, 2024 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The statement of operations data for the fiscal years ended 2021 and 2020 and the balance sheet data as of January 1, 2023, December 26, 2021, and December 27, 2020 set forth below were derived from our audited financial statements not included in this Annual Report on Form 10-K.

The statement of operations data for the fiscal years ended 2022 and 2021 and the balance sheet data as of December 31, 2023, January 1, 2023, and December 26, 2021 set forth below were derived from our audited financial statements not included in this Annual Report on Form 10-K.

Fiscal Years Ended

2025 December 29,

2023 January 1,

2024 December 31,

2023 January 1,

2023 December 26,

4 unchanged sentences

Selling, general, and administrative expenses $ 41,136 $ 42,902 $ 45,402 $ 45,660 $ 33,226

Gain on contingent consideration $ (1,452) $ — $ — $ (2,403) $ (76)

Impairment losses $ — $ 22,545 $ — $ — $ 7,240

Contingent consideration adjustment $ (450) $ — $ — $ — $ —

Depreciation and amortization $ 1,550 $ 1,334 $ 1,313 $ 1,361 $ 878

Operating income (loss) $ 1,213 $ (7,185) $ 16,283 $ 14,530 $ (1,229)

Operating (loss) income $ (8,903) $ (5,867) $ 3,070 $ 674 $ 865

Interest expense, net $ (4,511) $ (4,921) $ (5,976) $ (1,363) $ (1,433)

(Loss) income before income taxes from continuing operations $ (3,708) $ (13,161) $ 14,920 $ 13,097 $ (2,813)

Loss before income taxes from continuing operations $ (13,414) $ (10,788) $ (2,906) $ (689) $ (568)

Income tax benefit (expense) from continuing operations $ 1,881 $ 2,084 $ 831 $ (4,261) $ (460)

(Loss) income from continuing operations $ (3,338) $ (10,223) $ 11,261 $ 10,458 $ (2,072)

Income from discontinued operations, net of tax $ — $ — $ 14,100 $ 3,651 $ 3,513

Loss from continuing operations $ (11,533) $ (8,704) $ (2,075) $ (4,950) $ (1,028)

Income (loss) from discontinued operations, net of tax $ 3,826 $ 5,366 $ (8,148) $ 12,636 $ 15,137

(Loss) gain on sale $ (3,723) $ — $ — $ 17,675 $ —

Net (loss) income $ (11,430) $ (3,338) $ (10,223) $ 25,361 $ 14,109

1 unchanged sentence

Continuing operations $ (1.05) $ (0.80) $ (0.20) $ (0.47) $ (0.10)

Income from discontinued

Income — — 0.12 0.44 0.46

Gain on Sale — — 1.69 — —

Income tax expense — — (0.46) (0.09) (0.12)

Income (loss) from discontinued

Income (loss) 0.40 0.65 (0.95) 1.21 1.46

(Loss) gain on sale (0.34) — — 1.69 —

Income tax (expense) benefit (0.05) (0.16) 0.20 (0.41) (0.04)

Net (loss) income per share – basic $ (1.04) $ (0.31) $ (0.95) $ 2.02 $ 1.32

1 unchanged sentence

Continuing operations $ (1.05) $ (0.80) $ (0.20) $ (0.47) $ (0.10)

Income from discontinued

Income — — 0.12 0.44 0.46

Gain on Sale — — 1.69 — —

Income tax expense — — (0.46) (0.09) (0.12)

Income (loss) from discontinued

Income (loss) 0.40 0.65 (0.95) 1.21 1.45

(Loss) gain on sale (0.34) — — 1.69 —

Income tax (expense) benefit (0.05) (0.16) 0.20 (0.41) (0.04)

Net (loss) income per share – diluted $ (1.04) $ (0.31) $ (0.95) $ 2.02 $ 1.31

1 unchanged sentence

Weighted average shares outstanding – diluted 11,025 10,896 10,766 10,473 10,417

Non-GAAP Measures

Fiscal Years Ended

2025 December 29,

2023 January 1,

2024 December 31,

2023 January 1,

2023 December 26,

3 unchanged sentences

$ (2,135) $ (1,545) $ 6,508 $ 3,955 $ 3,208

Same Day EBITDA from continuing operations (1)

$ 10,475 $ 25,858 $ 21,943 $ 15,288 $ 12,350

Cash dividends declared per common share $ 2.00 $ 0.15 $ 0.60 $ 0.60 $ 0.44

9 unchanged sentences

Our Board and management also use Adjusted EBITDA and Same Day EBITDA as one of the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual results against such expectations, and as a performance evaluation metric in determining achievement of certain compensation programs and plans for our management.

In addition, the financial covenants in our credit agreement are based on EBITDA as defined in the credit agreement.

(2) The 2023 working capital amount includes the movement of the balances from long-term to current liabilities related to the amended credit agreement with BMO Harris Bank, N.A.

(“BMO”), which had a maturity date of July 16, 2024.

We define “Adjusted EBITDA” as earnings before interest expense, income taxes, depreciation and amortization expense, impairment losses, costs associated with the evaluation of potential strategic alternatives (“Strategic alternatives review”), transaction fees, software as a service costs, and certain non-cash expenses such as share-based compensation expense.

We define “Adjusted EBITDA” as earnings before interest expense, income taxes, depreciation and amortization expense, costs associated with the evaluation of potential strategic alternatives (“Strategic alternatives review”), transaction fees, software as a service costs, and certain non-cash expenses such as share-based compensation expense.

Omitting interest, taxes and the other items provides a financial measure that facilitates comparisons of our results of operations with those of companies having different capital structures.

13 unchanged sentences

(i) they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

(ii) they do not reflect changes in, or

cash requirements for, our working capital needs;

(ii) they do not reflect changes in, or cash requirements for, our working capital needs;

(iii) they do not reflect income tax payments we may be required to make;

and (iv) they do not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.

To properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the reconciliation to Adjusted EBITDA and Same Day EBITDA from net (loss) income, the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table.

To properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the reconciliation to Adjusted EBITDA from continuing operations and Same Day EBITDA from continuing operations loss, the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table.

All of the items included in the reconciliation from net income to Adjusted EBITDA are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.

1 unchanged sentence

In the case of the other items that management does not consider in assessing our on-going operating performance, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their financial impact may not reflect ongoing operating performance.

Non-GAAP Measures

Fiscal Years Ended

2025 December 29,

2023 January 1,

2024 December 31,

2023 January 1,

2023 December 26,

(dollars in thousands)

(Loss) income from continuing operations $ (3,338) $ (10,223) $ 11,261 $ 10,458 $ (2,072)

Loss from continuing operations $ (11,533) $ (8,704) $ (2,075) $ (4,950) $ (1,028)

Income tax (benefit) expense from continuing operations (1,881) (2,084) (831) 4,261 460

(370) (2,938) 3,659 2,639 (741)

Interest expense, net 4,511 4,921 5,976 1,363 1,433

Operating income (loss) 1,213 (7,185) 16,283 14,530 (1,229)

Operating (loss) income (8,903) (5,867) 3,070 674 865

Depreciation and amortization 1,550 1,334 1,313 1,361 878

Gain on contingent consideration (1,452) — — (2,403) (76)

Impairment losses (2)

— 22,545 — — 7,240

CARES Act credit — — — (2,084) —

Contingent consideration adjustment (450) — — — —

Share-based compensation 1,006 908 957 989 976

Strategic alternatives review 2,519 962 — — —

Cost restructuring plan 230 — — — —

Software as a service (1)

1 unchanged sentence

Transaction fees — 48 975 271 170

Adjusted receivable adjustment 1,070 401 — — —

Adjusted EBITDA from continuing operations (2,135) (1,545) 6,508 3,955 3,208

1 unchanged sentence

Same day EBITDA from continuing operations $ (2,135) $ (1,545) $ 6,508 $ 3,786 $ 3,208

(1) 2020 Included a $3.3 million re-measurement of the net deferred tax assets as a result of the TCJA.

(2) In the Professional segment, we recognized a $3.7 million trade name impairment loss and a $3.5 million client partner list impairment loss during the thirteen week period ended June 28, 2020.

We recognized a $22.5 million trade name impairment loss during the thirteen week period ended April 2, 2023.

(3) We capitalizes direct costs incurred in cloud computing implementation costs from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general and administrative expenses.

(1) We capitalize direct costs incurred in cloud computing implementation costs from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general and administrative expenses.

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 5. Market for Registrant’s Common Equity