What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-17 · 212 added, 213 removed, 442 unchanged (49% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms specified by the Securities and Exchange Commission and that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), our President and Co-Chief Executive Officers and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 28, 2025, because of the material weakness in our internal control over financial reporting, as further described below.

Notwithstanding this material weakness, our management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations, and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States (“U.S.

We note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.

Management’s Annual Report on Internal Control Over Financial Reporting

Management of the Company, including the President and Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) for the Company.

The Company’s internal control system was designed to provide reasonable assurance to management and the Company’s Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 29, 2024, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and concluded that the Company maintained effective internal control over financial reporting as of December 29, 2024.

Management of the Company, including the President and Co-Chief Executive Officers and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) for the Company.

The Company’s internal control system was designed to provide reasonable assurance to management and the Company’s Board regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management identified a material weakness in internal control over financial reporting related to the design and documentation of controls over the verification of customer-approved time prior to billing within certain revenue streams of the Company’s Professional division.

Specifically, controls were not designed to ensure that customer approvals obtained outside of the Company’s standard system workflow were independently verified and documented prior to invoice generation.

The Company performed additional analysis on the majority of the affected transactions and determined that customer approval existed for those transactions, and based on these procedures, no material misstatements were identified.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2025, using the criteria established in the COSO Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, due to the material weakness described above, the Company’s internal control over financial reporting was not effective as of December 28, 2025.

This material weakness was primarily associated with a business segment that was divested during Fiscal 2025 and is no longer part of the Company’s ongoing operations.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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We have audited BGSF, Inc.’s and its subsidiaries (the “Company”) internal control over financial reporting as of December 28, 2025, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2024, based on criteria established in 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company, as of December 29, 2024 and December 31, 2023, and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 29, 2024, and the related notes (collectively referred to as the ”consolidated financial statements”), and our report dated March 14, 2025, expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the Company has not maintained, in all material respects, effective internal control over financial reporting as of December 28, 2025, based on criteria established in 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company, as of December 28, 2025 and December 29, 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 28, 2025, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated March 30, 2026, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Definition and Limitations of Internal Control Over Financial Reporting

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity;

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment:

The Company lacks effectively designed and implemented controls related to the review and approval of revenue within discontinued operations due to the lack of key controls identified by the Company.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

The material weakness is considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the fiscal year ended December 28, 2025, of the Company, and this report does not affect our report dated March 30, 2026 on those consolidated financial statements.

/s/ Whitley Penn LLP

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Board Composition

Our Board consists of seven directors.

Our board of directors (“Board”) consists of five directors.

Our Board has determined that the following directors are “independent” as defined under the rules of the NYSE:

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Baum, Donna Carroll, Jr., Douglas E.

Hailey, Cynthia Marshall, and Paul A.

Hailey, and Paul A.

The authorized number of directors may be changed by resolution of our Board.

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Our Board is divided into three classes, each serving staggered, three-year terms:

• Our Class I directors are Beth Garvey and Donna Carroll.

The terms of each director will expire at the 2027 annual meeting of stockholders;

• Our Class I director is Donna Carroll.

The term of the director will expire at the 2027 annual meeting of stockholders;

• Our Class II directors are Richard L.

Baum, Jr., Cynthia Marshall,, and Paul A.

The terms of each director will expire at the 2028 annual meeting of stockholders;

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and Douglas E.

Hailey.The terms of each director will expire at the 2026 annual meeting of stockholders.

The terms of each director will expire at the 2026 annual meeting of stockholders.

As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

Board Leadership and Role in Risk Oversight

Meetings of our Board (including executive sessions other than executive sessions consisting only of independent directors) are presided over by our Chair of the Board, Beth Garvey.

Meetings of our Board (including executive sessions other than executive sessions consisting only of independent directors) are presided over by our Co-Chief Executive Officer, Keith Schroeder.

Our Board does not have a formal policy addressing whether or not the roles of chair and chief executive officer should be separate or combined.

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While the Board believes it is important to retain the flexibility to determine whether the roles of chair and chief executive officer should be separated or combined in one individual, the Board believes that our structure represents the appropriate allocation of roles and responsibilities at this time.

Our Board believes that Ms.

Garvey is currently best situated to preside over meetings of our Board because of her familiarity with our business and ability to effectively identify strategic priorities and lead the discussion and execution of strategy.

Garvey works closely with senior management and various Board members to identify appropriate topics of consideration for the Board and to plan effective and informative Board meetings.

Our Board believes that Mr.

Schroeder is currently best situated to preside over meetings of our Board because of his familiarity with our business and ability to effectively identify strategic priorities and lead the discussion and execution of strategy.

Schroeder works closely with senior management and various Board members to identify appropriate topics of consideration for the Board and to plan effective and informative Board meetings.

Our Board oversees the risk management activities designed and implemented by our management and executes its oversight responsibility for risk management both directly and through its committees.

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Baum, Jr., Donna Carroll and Douglas E.

Hailey (Chair).

We believe that each qualifies as independent directors according to the rules and regulations of the SEC and NYSE with respect to audit committee membership.

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David Allen, Jr., Richard L.

Baum, Jr., Cynthia Marshall, Donna Carroll and Paul A.

Baum, Jr (Chair)., Donna Carroll and Paul A.

Our Board has adopted a written charter for the Compensation Committee, which is available on our home office website under the investor relations tab at www.bgsf.com.

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Our Nominating and Corporate Governance Committee consists of Richard L.

Baum, Jr., Douglas E.

Hailey, Cynthia Marshall, and Paul A.

(Chair), Douglas E.

Hailey, and Paul A.

A copy of the Nominating and Corporate Governance Committee’s charter is available on our home office website, under the investor relations tab at www.bgsf.com.

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Since March 2024, Mr.

Allen has served as Chief Financial Officer of Fortis Healthcare Solutions, One Equity Partners portfolio company, a provider of healthcare solutions to commercial and government customers across the United States.

Allen has served as Chief Financial Officer of Fortis Healthcare Solutions, a One Equity Partners portfolio company, a provider of healthcare solutions to commercial and government customers across the United States.

Starting in 2022, Mr.

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Carroll served, among other roles, as Chief Sales Officer of Supplemental Health Care, a private healthcare staffing and professional services company.

Carroll is also member of the Board of Directors of Champions Community Foundation, Inc., on the Leadership Advisory Council of the Women Business Collaborative, and a former advisory Board member of Phaidon International.

Carroll is a former advisory Board member of Phaidon International.

She attended Kalamazoo Valley Community College and holds a Certificate in Leading Change and Organizational Leadership from the University of Georgia – Terry College of Business, and a Certificate in the Future of Work:

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Our Board benefits from Ms.

Carroll’s substantial experience in the professional services and staffing industry.

Chair, President and Chief Executive Officer

Director Since:

Beth Garvey was elected Chairman of the Board in 2022 after she assumed the role of President and Chief Executive Officer of the Company in October 2018, having previously served as Chief Operating Officer since August 2016.

She joined the Company through the acquisition of substantially all of the assets of InStaff Holding Corporation and InStaff Personnel, LLC (“InStaff”) in 2013, where she began her career in 1998 as Director of Human Resources and later became CEO.

Garvey has been consistently recognized by the Staffing Industry Analysts on the North America Staffing 100 list for seven consecutive years and has been included in the Global Power 150 – Women in Staffing list for the past six years.

Additionally, D CEO has lauded her as one of the top Dallas 500 Business Leaders on eight occasions, while the Dallas Business Journal honored her with the ‘Women in Business’ award for her significant industry and community impact.

Garvey was name a finalist in the EY Entrepreneur of the Year® Southwest Region Award.

Currently, she serves on the Board of Directors of the Dallas Regional Chamber, Junior Achievement of Dallas, and Business Council for the Arts.

She is also an active member of International Women’s Forum and National Association of Corporate Directors in North Texas and is the former Chair of the Executive Women’s Roundtable.

Carroll’s substantial experience in the staffing industry.

Independent Director

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Hailey’s perspective and experience with our ongoing operations and strategy that he has obtained through his prolonged service to the company and due to his ability to assist with the evaluation of potential acquisitions.

Cynthia Marshall

Independent Director

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Compensation Committee, Nominating and Corporate Governance Committee

Marshall is Founder, President and CEO of the consulting firm Marshalling Resources.

The Marshalling Resources consulting firm specializes in leadership development, culture transformation, and overall optimization of people resources.

Marshall retired as CEO of the Dallas Mavericks in December 2024, following an almost seven year tenure.

She is currently a consultant for the Dallas Mavericks and Dow (formerly The Dow Chemical Company), where she helped the company develop and implement a strategy for institutionalizing an inclusive and winning culture.

Prior to starting her own company in 2017, Ms.

Marshall retired from a 36-year career at AT&T, where she had several executive positions, her last one being SVP - Human Resources and Chief Diversity Officer.

In this role, she was responsible for identifying and developing leaders, aligning employees with the company's vision and priorities, overseeing major business unit HR support, performance development, employee engagement, and skills transformation initiatives.

She led the team that created a world class culture, earning AT&T several awards, and spearheaded the work that for the first-time placed AT&T on Fortune's 100 Best Companies to Work For list in 2017 (one of only two Fortune 50 companies).

Before her SVP-Human Resources and Chief Diversity Officer roles, Ms.

Marshall served as President - AT&T North Carolina where she became the first African-American chair of the North Carolina State Chamber of Commerce.

Marshall graduated from the University of California at Berkeley with degrees in Business Administration and Human Resources Management and holds four honorary Doctorate degrees.

Marshall has chaired a variety of non-profit boards and is currently on the boards of Dallas CASA (former chair), Dallas Regional Chamber (immediate past chair), The Naismith Memorial Basketball Hall of Fame, the Executive Leadership Council, and the University of California at Berkeley Board of Visitors.

Marshall is also on the Board of Directors of Chime, Jeld-Wen, and Yahoo Inc.

Our Board benefits from Ms.

Marshall's extensive leadership and business experience and her expertise with respect to human capital management and culture.

Independent Director

Director Since:

Committees Served:

Compensation Committee, Nominating and Corporate Governance Committee

Since 2010, Mr.

Seid has served on the board of directors of BioVentrix, a medical device company.

Starting in 2013, he has served as Chief Executive Officer of RST Automation, a maker of hospital robotic devices which was established 2004.

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Name Age Position

Beth Garvey 59 Chair, President and Chief Executive Officer

John Barnett 58 Chief Financial Officer and Secretary

Garvey was name a finalist in the EY Entrepreneur of the Year® Southwest Region Award.

Currently, she serves on the Board of Directors of the Dallas Regional Chamber, Junior Achievement of Dallas, and Business Council for the Arts.

She is also an active member of International Women’s Forum and National Association of Corporate Directors in North Texas and is the former Chair of the Executive Women’s Roundtable.

John Barnett joined as Chief Financial Officer and Secretary in March 2023.

Prior to joining the Company, Mr.

Barnett served as Chief Financial Officer of Protective Insurance (NASDAQ:

PTVC) from October 2019 to February 2022 and as Chief Financial Officer of First Acceptance (NYSE:

FAC) from November 2018 to September 2019.

He also served in senior leadership roles for both Broadcast Music, Inc.

and Anheuser-Busch.

Barnett earned a Bachelor of Science degree from the U.S.

Military Academy at West Point, a Master of Science in Engineering Management from Missouri University of Science and Technology, and an MBA from the University of Illinois Urbana-Champaign.

Early in his career, Barnett served in the U.S.

Army advancing to the rank of Captain.

Kelly Brown 44 Co-Chief Executive Officer

Keith Schroeder 70 Co-Chief Executive Officer, Chief Financial Officer and Secretary

Kelly Brown assumed the role as Interim-Co Chief Executive Officer in July 2025 and Co-Chief Executive Officer of the Company in February 2026.

After finishing her bachelor’s degree at St.

Louis University, Kelly began her career in property management in 2003 managing a combination of new lease ups as well as existing communities in St.

Louis, Little Rock, Phoenix, and Nashville.

After opening our Nashville office as director of sales for BGSF in 2014, Kelly was promoted to regional sales manager in 2015 and Division President in May 2021.

Currently, with her extensive multifamily experience, and as our President, Kelly works across all our markets to help maximize the sales performance of the team, as well as to assist in opening new markets and provide strategic direction.

Kelly most recently has received her Certified Staffing Professional designation from the American Staffing Association, a credential that covers essential labor and employment law from the staffing perspective.

She also has her CAM certification through NAA and has served on the Greater Nashville Apartment Association Board of Directors, co-chairing multiple committees during her terms of service.

As well, Kelly currently holds a seat on the National Apartment Association Apartment Careers Committee.

Also, she earned her Executive Masters of International Business from St.

Louis University in 2021.

Keith Schroeder assumed the role as Chief Financial Officer and Secretary in March 2025, Interim-Co Chief Executive Officer in July 2025, and Co-Chief Executive Officer of the Company in February 2026.

Keith brings over 40 years of executive leadership experience in accounting, corporate control and reporting, finance, operations, and CEO and CFO strategic roles.

Before BGSF, Mr.

Schroeder served as President and Chief Executive of Novipax Buyer, LLC in a carve-out transaction from December 2020 through 2024.

Before this, he led as Chief Financial Officer of Novipax LLC from February 2019 to November 2020.

Schroeder was also CFO and promoted to President and CEO of Xcaliber International LTD, LLC from 2016 to 2018.

Between 2002 and 2016, Schroeder served as CFO for Orchids Paper Products.

Earlier in his career, he worked in the large accounting and finance organizations for Cummins Engine Company and Atlas Van Lines, Inc.

Schroeder earned his Bachelor of Science in Business Administration with an Accounting major from the University of Evansville and is a certified public accountant (inactive).

Code of Ethics

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The information on our website is not a part of this Annual Report on Form 10-K.

Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (“MNPI”)

The Company’s policy is to not grant options (or other equity awards) or allow its insiders to conduct stock trades at times, subject to any allowable trades that might occur pursuant to a 10b5-1 Trading Plan, where MNPI is known or a material transaction is anticipated to occur.

See “Insider Trading Policy,” below.

Other than as established for black-out periods associated with our quarterly and annual financial statement filings, our executive management will also issue notices of black-out trading periods if they are aware of material transactions which they anticipate closing.

The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of performance targets, market conditions, and internal milestones.

The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages.

In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider MNPI to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures to prevent the improper use of MNPI in connection with the granting of equity awards include, where appropriate, oversight by legal counsel and delaying the grant of equity awards until the public disclosure of such MNPI.

The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of MNPI for the purpose of affecting the value of executive compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders.

In the year ended December 29, 2024, no options (or other equity awards) were granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.

Insider Trading Policy

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Delinquent Section 16(a) Reports

Based on a review of reports filed by our directors, executive officers, and beneficial owners of more than 10% of our shares of common stock pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and other information available to us, we believe that all such ownership reports required to be filed by those reporting persons during and with respect to Fiscal 2025 were timely made, except for a Form 4 (filed on March 28, 2025) in respect of Keith Schroeder, a Form 3 and Form 4 (filed on July 16, 2025) in respect of Kelly Brown, and two Form 4s (filed on November 10, 2025) in respect of C.

David Allen, Jr.

and Richard L.

were not timely filed.

Executive Compensation.

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Our named executive officers for Fiscal 2025 are:

• Beth Garvey, our Chair, President and Chief Executive Officer;

Barnett, our Chief Financial Officer and Secretary.

• Keith Schroeder, our Co-Chief Executive Officer and Chief Financial Officer starting March 2025;

• Kelly Brown, our Co-Chief Executive Officer starting July 2025;

• Beth Garvey, Chair, President and Chief Executive Officer until July 2025;

Barnett, Chief Financial Officer and Secretary until March 2025.

Throughout this section, the term “named executive officer” is intended to refer to the individuals identified above.

During Fiscal 2024, we had only two executive officers, each of whom is set forth above.

During Fiscal 2025, we had four executive officers, each of whom is set forth above.

Summary Compensation Table

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Non-qualified

Beth Garvey C hair, President and Chief Executive Officer

Beth Garvey C hair, President and Chief Executive Officer (through July 2025)

2025 $258,175 $— $4,313 $145,941 $— $— $10,740 (1) $419,169

2024 $450,500 $25,427 $46,746 $96,106 $— $— $13,800 (1) $632,579

John Barnett Chief Financial Officer and Secretary

John Barnett Chief Financial Officer and Secretary (through March 2025)

2025 $81,491 $— $— $— $— $— $3,462 (1) $84,953

2024 $368,750 $— $21,781 $15,759 $— $— $13,327 (1) $419,617

Kelly Brown, our Co-Chief Executive Officer

2025 $180,289 $— $— $94,334 $— $— $4,542 (1) $279,165

2024 $— $— $— $— $— $— $— $—

Keith Schroeder, our Co-Chief Executive Officer, Chief Financial Officer, and Secretary

2025 $281,250 $50,000 $112,485 $94,118 $— $— $5,173 (1) $543,026

2024 $— $— $— $— $— $— $— $—

(*) The amounts reflect the dollar amounts recognized for financial statement reporting purposes in accordance with FASB ASC Topic 718.

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Agreements with Executive Officers

Chair, President and Chief Executive Officer

On October 1, 2018, we amended a 2016 employment agreement with Beth Garvey pursuant to which Ms.

Garvey serves as our President and Chief Executive Officer through September 30, 2021.

The agreement remains in effect under successive one-year extensions unless terminated pursuant its terms.

Garvey’s annual compensation is evaluated annually, but may not be less than $350,000 per year.

Effective February 3, 2023, Ms.

Garvey’s annual salary was raised to $450,500.

Garvey is eligible to receive an annual cash bonus based on achieving certain adjusted EBITDA levels (as defined by the Compensation Committee) and, except as stated in her employment agreement, provided that Ms.

Garvey is in our employment on the last day of the fiscal year.

Moreover, if certain acquisitions occur during her employment period, Ms.

Garvey will receive a bonus equal to 1% of the acquired company’s adjusted EBITDA, as determined by the Board, for the first 12 months after the acquisition’s closing date.

The Compensation Committee may also grant discretionary bonuses.

In the event that Ms.

Garvey’s employment is terminated by us without cause or by Ms.

Garvey for good reason, Ms.

Garvey will receive as severance installments equal to twelve months of base salary plus COBRA premiums for eighteen months for Ms.

Garvey and her dependents.

In the event that Ms.

Garvey’s employment is terminated without cause or for good reason within one year of a change in control, Ms.

Garvey will receive her base salary and COBRA premiums for eighteen months for her and her dependents.

Garvey will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements.

The severance is contingent upon Ms.

Garvey’s execution of a separation agreement including a general release.

In the event that Ms.

Garvey’s employment is terminated by us for cause, or by Ms.

Garvey other than for good reason, we will pay to Ms.

Garvey any monthly salary, bonus, unused vacation, and expense reimbursements, earned or due to Ms.

Garvey but unpaid.

Garvey have also entered into a confidentiality, non-solicitation, non-interference and non-competition agreement.

Pursuant to the agreement, Ms.

Garvey generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period of eighteen months following her termination, not to solicit our client partners, interfere with our client partner and supplier relationships, or solicit our team members.

Garvey also agrees not to compete with us for a period of twelve months after termination.

Garvey was not granted stock options or restricted stock in Fiscal 2024 as further described under “Outstanding Equity Awards” below.

Chief Financial Officer

We executed an employment agreement, effective March 20, 2023, with John R.

Barnett pursuant to which Mr.

Barnett serves as our Chief Financial Officer and Secretary through December 31, 2025.

Co-Chief Executive Officer and Chief Financial Officer

We executed an employment agreement, effective February 24, 2025, with Keith Schroeder pursuant to which Mr.

Schroeder serves as our Chief Financial Officer and Secretary through December 31, 2027.

The agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms.

Barnett’s annual compensation is evaluated annually, but the then effective base salary.

Effective March 25, 2024, Mr.

Barnett’s annual salary was raised to $375,000.

Barnett is eligible to receive an annual cash bonus based on achieving certain adjusted EBITDA levels (as defined by the Compensation Committee) and, except as stated in his employment agreement, provided that Mr.

Barnett is in our employment on the last day of the fiscal year.

Schroeder’s annual compensation is evaluated annually.

Effective February 24, 2025, Mr.

Schroeder’s annual salary was $350,000.

In July 2025, he was appointed the role of Interim-Co Chief Executive Officer and in 2026, he was appointed as Co-Chief Executive Officer.

Schroeder is eligible to receive an annual cash bonus based on achieving certain adjusted EBITDA levels (as defined by the Compensation Committee) and, except as stated in his employment agreement, provided that Mr.

Schroeder is in our employment on the last day of the fiscal year.

Moreover, if certain acquisitions occur during his employment period, and Mr.

Barnett will receive a bonus equal to 1% of the acquired company’s adjusted EBITDA, as determined by the Board, for the first 12 months after the acquisition’s closing date.

Schroeder will receive a bonus equal to 1% of the acquired company’s adjusted EBITDA, as determined by the Board, for the first 12 months after the acquisition’s closing date.

The Compensation Committee may also grant discretionary bonuses.

In the event that Mr.

Barnett’s employment is terminated by us without cause or by Mr.

Barnett for good reason, Mr.

Barnett will receive as severance installments equal to twelve months of base salary plus COBRA premiums for eighteen months for Mr.

Barnett and his dependents.

Schroeder’s employment is terminated by us without cause or by Mr.

Schroeder for good reason, Mr.

Schroeder will receive as severance installments equal to twelve months of base salary plus COBRA premiums for eighteen months for Mr.

Schroeder and his dependents.

In the event that Mr.

Barnett’s employment is terminated without cause or by Mr.

Barnett within one year of a change in control, Mr.

Barnett will receive his base salary and COBRA premiums for eighteen months for him and his dependents.

Barnett will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements.

Schroeder’s employment is terminated without cause or by Mr.

Schroeder within one year of a change in control, Mr.

Schroeder will receive his base salary and COBRA premiums for eighteen months for him and his dependents.

Schroeder will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements.

The severance is contingent upon Mr.

Barnett’s execution of a separation agreement including a general release.

Schroeder’s execution of a separation agreement including a general release.

In the event that Mr.

Barnett’s employment is terminated by us for cause, or by Mr.

Barnett other than for good reason, we will pay to Mr.

Barnett any monthly salary, bonus, unused vacation, and expense reimbursements, earned or due to Mr.

Barnett but unpaid.

Barnett have also entered into a confidentiality, non-solicitation, noninterference and non-competition agreement.

Schroeder’s employment is terminated by us for cause, or by Mr.

Schroeder other than for good reason, we will pay to Mr.

Schroeder any monthly salary, bonus, unused vacation, and expense reimbursements, earned or due to Mr.

Schroeder but unpaid.

Schroeder have also entered into a confidentiality, non-solicitation, noninterference and non-competition agreement.

Pursuant to the agreement, Mr.

Barnett generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period of eighteen months following his termination, not to solicit our client partners, interfere with our client partner and supplier relationships, or solicit our team members.

Barnett also agrees not to compete with us for a period of twelve months after termination.

Barnett was not granted stock options or restricted stock in Fiscal 2024 as further described under “Outstanding Equity Awards” below.

Schroeder generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period of eighteen months following his termination, not to solicit our client partners, interfere with our client partner and supplier relationships, or solicit our team members.

Schroeder also agrees not to compete with us for a period of twelve months after termination.

Schroeder was granted stock options or restricted stock in Fiscal 2025 as further described under “Outstanding Equity Awards” below.

Co-Chief Executive Officer

In July 2025, Kelly Brown was appointed the role of Interim-Co Chief Executive Officer.

We executed an employment agreement, effective February 24, 2026, with Ms.

Brown pursuant to which she serves as our President of Property Management Division through December 31, 2027.

The agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms.

Brown’s annual compensation is evaluated annually.

Effective February 24, 2026, Ms.

Brown’s annual salary was $375,000.

In 2026, she was appointed as Co-Chief Executive Officer .

Brown is eligible to receive an annual cash bonus based on achieving certain adjusted EBITDA levels (as defined by the Compensation Committee) and, except as stated in her employment agreement, provided that Ms.

Brown is in our employment on the last day of the fiscal year.

Moreover, if certain acquisitions occur during her employment period, and Ms.

Brown will receive a bonus equal to 1% of the acquired company’s adjusted EBITDA, as determined by the Board, for the first 12 months after the acquisition’s closing date.

The Compensation Committee may also grant discretionary bonuses.

In the event that Ms.

Brown’s employment is terminated by us without cause or by Ms.

Brown for good reason, Ms.

Brown will receive as severance installments equal to twelve months of base salary plus COBRA premiums for eighteen months for Ms.

Brown and her dependents.

In the event that Ms.

Brown’s employment is terminated without cause or by Ms.

Brown within one year of a change in control, Ms.

Brown will receive her base salary and COBRA premiums for eighteen months for her and her dependents.

Brown will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements.

The severance is contingent upon Ms.

Brown’s execution of a separation agreement including a general release.

In the event that Ms.

Brown’s employment is terminated by us for cause, or by Ms.

Brown other than for good reason, we will pay to Ms.

Brown any monthly salary, bonus, unused vacation, and expense reimbursements, earned or due to Ms.

Brown but unpaid.

Brown have also entered into a confidentiality, non-solicitation, noninterference and non-competition agreement.

Pursuant to the agreement, Ms.

Brown generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period of eighteen months following her termination, not to solicit our client partners, interfere with our client partner and supplier relationships, or solicit our team members.

Brown also agrees not to compete with us for a period of twelve months after termination.

Brown was granted stock options or restricted stock in Fiscal 2025 as further described under “Outstanding Equity Awards” below.

Beth Garvey resigned as Chair, President and Chief Executive Officer effective July 1, 2025 to purse other interests.

In connection with Ms.

Garvey’s resignation, on June 14, 2025, B G Staff Services, Inc., a subsidiary of the Company, and Ms.

Garvey entered into a Separation Agreement providing for, among other things, and subject to the execution and delivery by Ms.

Garvey of a mutual release and her compliance with the obligations under the Separation Agreement, salary continuation payments for 12 months, COBRA reimbursement for up to 18 months, full vesting of outstanding options and restricted shares of common stock, vested options to remain exercisable until their expiration, and additional severance of $ 300,000.

Garvey was not granted stock options or restricted stock in Fiscal 2025 as further described under “Outstanding Equity Awards” below.

John Barnett resigned as Chief Financial Officer and Secretary effective March 17, 2025, and acted as an advisor with BGSF through September 15, 2025.

Barnett’s resignation was part of the Company’s leadership succession plan.

Barrett was not granted stock options or restricted stock in Fiscal 2025 and had no outstanding vested equity awards as of December 28, 2025.

2013 Long-Term Incentive Plan

In December 2013, the Board adopted the original 2013 Plan.

Under the original 2013 Plan team members, directors and consultants of the Company may receive incentive stock options and other awards.

To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the original 2013 Plan, of which 1,125,490 shares remain available for issuance as of December 29, 2024.

In December 2013, the Board adopted the 2013 Plan.

Under the 2013 Plan team members, directors and consultants may receive incentive stock options and other awards.

To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the 2013 Plan, of which 1,273,015 shares remain available for issuance as of December 28, 2025.

The term of each option is determined by the Board but cannot exceed 10 years.

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333-251192) filed on December 8, 2020, Form S-8 (File No.

333-274809) filed on October 2, 2023, and Note 16 in the Notes to Consolidated Financial Statements.

333-274809) filed on October 2, 2023, and Note 15 in the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.

2020 Employee Stock Purchase Plan (“2020 ESPP”)

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Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period.

A total of 250,000 shares of common stock of BGSF, Inc.

were initially reserved for issuance pursuant to the 2020 ESPP.

As of December 28, 2025, 250,032 shares remain available for issuance.

For more details on our 2020 Plan, see our registration statement on Form S-8 (File No.

333-251193) filed on December 8, 2020, and Note 16 in the Notes to Consolidated Financial Statements.

333-251193) filed on December 8, 2020, and Note 15 in the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.

Outstanding Equity Awards

4 unchanged sentences

(a) (b) (c) (d) (e) (f) (g) (h)

Beth Garvey 09/01/2023 20,000 21,007 (1) — $ 9.66 09/01/2033 — —

09/01/2023 — 8,993 (2) — $ 9.66 09/01/2033 — —

02/17/2023 — — — $ — — 1,916 (10) $ 29,162

02/17/2023 1,742 1,742 (3) — $ 15.07 2/17/2033 — —

02/17/2023 — 871 (4) — $ 15.07 2/17/2033 — —

08/03/2022 10,130 13,742 (5) — $ 12.87 08/03/2032 — —

Keith Schroeder 03/18/2025 42,733 — — $ 3.55 03/18/2035 — —

Kelly Brown 07/01/2025 6,508 25,755 (1) — $ 6.37 07/01/2035 — —

07/01/2025 1,825 — — $ 6.37 07/01/2035 — —

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06/07/2017 2,000 — — $ 14.76 06/07/2027 — —

Beth Garvey 09/01/2023 50,000 — — $ 7.66 09/01/2033 — —

02/17/2023 4,355 — — $ 13.07 02/17/2033 — —

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09/24/2018 100,000 — — $ 23.71 09/24/2028 — —

John Barnett 03/20/2023 — — — $ 10.25 03/20/2026 6,375 (12) $ 65,344

06/07/2017 12,500 — — $ 14.76 06/07/2027 — —

08/16/2016 50,000 — — $ 15.46 08/16/2026 — —

(1) Non-qualified stock options will vest 10,000 on September 1, 2025, 10,000 on September 1, 2026, and 1,007 on September 1, 2027.

(2) Incentive stock options will vest 8,993 on September 1, 2027.

(3) Non-qualified stock options will vest 871 on February 17, 2025, and 871 on February 17, 2026.

(4) Incentive stock options will vest 871 on February 17, 2027.

(5) Incentive stock options will vest 5,972 on August 3, 2025, and 7,770 on August 2026.

(6) Non-qualified stock options will vest 4,028 on August 3, 2025, and 2,230 on August 2, 2026.

(1) Incentive stock options will vest 8,333 on July 1, 2026 and 8,334 on July 1, 2027

(2) Incentive stock options will vest 1,000 on September 1, 2026 and 1,000 on September 1, 2027.

(3) Incentive stock options will vest 2,000 on August 3, 2026.

(8) Incentive stock options will vest 9,756 on March 20, 2026.

(9) Non-qualified stock options will vest 5,644 on March 20, 2026.

(10) Shares will vest 1,916 on February 17, 2025.

(11) Shares will vest 940 on May 4, 2025.

(12) Shares will vest 6,375 on March 16, 2026.

(4) Shares will vest 16,500 on July 1, 2026 and 17,000 on July 1, 2027.

Each option and stock award is subject to the condition that the optionee will have remained employed by the Company, or any one or more of its subsidiaries, through such vesting dates, and each option is further subject to the terms and conditions set forth in the 2013 Plan and in the applicable Stock Option Agreement.

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Cynthia Marshall (1)

$ 33,750 $ — $ — $ — $ — $ 33,750

Seid $ 45,000 $ — $ — $ — $ — $ 45,000

(1) Cynthia Marshall resigned from our Board effective July 1, 2025.

Director Compensation for Fiscal 2025

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The assumptions used in the calculation of these amounts are included in Note 15 - Share-based Compensation to the audited consolidated financial statements included in this Annual Report on Form 10-K.

(1) Cynthia Marshall resigned from our Board effective July 1, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our common stock as of February 5, 2025 by:

The following table sets forth information regarding the beneficial ownership of our common stock as of January 29, 2026 by:

• each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

1 unchanged sentence

• all our executive officers and directors as a group.

Each stockholder’s percentage ownership is based on 11,077,007 shares of common stock outstanding as of February 5, 2025.

Each stockholder’s percentage ownership is based on 11,227,197 shares of common stock outstanding as of January 29, 2026.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.

The number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days of February 5, 2025 through the exercise of vested options, while these shares are not counted as outstanding for computing the percentage ownership of any other person.

Except as otherwise set forth below, the address of the persons below is c/o BGSF, Inc., 5850 Granite Parkway, Suite 730, Plano, Texas 75024.

The number and percentage of shares beneficially owned by a person includes shares that may be acquired by such person within 60 days of January 29, 2026 through the exercise of vested options, while these shares are not counted as outstanding for computing the percentage ownership of any other person.

Except as otherwise set forth below, the address of the persons below is c/o BGSF, Inc., 14901 Quorum Drive, Suite 800, Dallas, Texas 75254.

Name of Beneficial Owner Shares of

1 unchanged sentence

David Allen, Jr.

John Barnett 12,375 (2)

Kelly Brown 85,437 (3)

Donna Carroll 36,486 (4)

Beth Garvey 304,740 (5)

Hailey 219,224 (5)

Cynthia Marshall 39,883 (7)

Keith Schroeder 84,419 (6)

Seid 142,812 (7)

All executive officers and directors as a group (7 total) 798,412 7.1 %

John Barnett — *

Beth Garvey 316,148 (8)

Poplar Point Capital Management LLC 592,296 (9)

* Less than 1%.

(1) Includes 14,289 shares of common stock issuable upon exercise of stock options and 17,571 shares of unvested restricted common stock.

(2) Includes 6,375 of unvested restricted common stock

(2) Includes 15,289 shares of common stock issuable upon exercise of stock options, 53,650 shares of common stock held by a private investment company controlled by Mr.

3 unchanged sentences

(5) Includes 15,289 shares of common stock issuable upon exercise of stock options and 17,571 shares of unvested restricted common stock.

(7) Includes 6,944 shares of common stock issuable upon exercise of stock options and 10,093 shares of unvested restricted common stock.

(6) Includes 42,733 shares of common stock issuable upon exercise of stock options.

(7) Includes 15,289 shares of common stock issuable upon exercise of stock options and 17,571 shares of unvested restricted common stock.

(8) Includes 316,148 shares of common stock issuable upon exercise of stock options.

(9) Based on the Schedule 13G filed with the SEC on February 13, 2026 by the reporting persons described therein.

The Schedule 13G was jointly filed by Poplar Point Capital Management, LLC ("PPCM"), Popular Point Capital Partners LP ("PPCP"), Poplar Point Capital GP LLC ("PPCGP"), and Jad Fakhry.

PPCM is the investment manager for PPCP.

PPCGP is the general partner of PPCP.

Fakhry is the manager of, and owns a controlling interest in, PPCM and PPCGP.

The principal business address for the reporting persons is c/o Poplar Point Capital Management LLC, 330 Primrose Road, Suite 400, Burlingame, California 94010.

Equity Compensation Plans

2 unchanged sentences

Policy on Review and Approval of Transactions with Related Persons

based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions.

Our Board is currently primarily responsible for developing and implementing processes and controls to obtain information from our directors, executive officers and significant stockholders regarding related-person transactions and then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions.

Our Audit Committee is responsible for the review, approval and ratification of “related-person transactions” between us and any related person.

20 unchanged sentences

(1) Audit fees consist principally of fees for the audit of our consolidated financial statements and Sarbanes-Oxley audit over internal controls and review of our interim consolidated financial statements.

(2) These fees consist principally of fees related to the preparation of SEC registration statements, acquisition due diligence, audit services related to our acquisitions, and U.S.

(2) These fees consist principally of fees related to the preparation of SEC registration statements, disposition due diligence, audit services related to our disposition, and U.S.

Department of Labor filings.

5 unchanged sentences

Audited Consolidated Financial Statements of BGSF, Inc.

As of December 29, 2024 and December 31, 2023 and for the Fiscal Years Ended December 29, 2024, December 31, 2023, and January 1, 2023.

As of December 28, 2025 and December 29, 2024 and for the Fiscal Years Ended December 28, 2025, December 29, 2024, and December 31, 2023.

Report of Independent Registered Public Accounting Firm (Whitley Penn PCAOB ID 726 )

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders ’ Equity

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 30, 2026.

/s/ Beth Garvey

Chair, President, and Chief Executive Officer

/s/ Kelly Brown

Co-Chief Executive Officer

/s/ Keith Schroeder

Keith Schroeder

Co-Chief Executive Officer, Chief Financial Officer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 30, 2026.

/s/ Beth Garvey Chair, President, and Chief Executive Officer

Beth Garvey (Principal Executive Officer)

/s/ John Barnett Chief Financial Officer and Secretary

John Barnett (Principal Financial and Accounting Officer)

/s/ Kelly Brown Co-Chief Executive Officer

Kelly Brown (Principal Executive Officer)

/s/ Keith Schroeder Co-Chief Executive Officer, Chief Financial Officer and Secretary

Keith Schroeder (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

David Allen, Jr.

5 unchanged sentences

Hailey Director

/s/ Cynthia Marshall Director

Cynthia Marshall

Seid Director

EXHIBIT INDEX

Asset Purchase Agreement, dated as of December 13, 2019, between BG Staffing, Inc., BG Staffing, LLC, L.J.Kushner & Associates, L.L.C., and Lee J.

Kushner (incorporated by reference from the registrant’s Current Report on Form 8-K filed on December 16, 2019)

Securities Purchase Agreement, dated as of February 3, 2020, by and between BG Staffing, LLC, EdgeRock Technology Holdings, Inc., and CDI Holding Company LLC (incorporated by reference from the registrant’s Current Report on Form 8-K filed on February 6, 2020)

Asset Purchase Agreement, dated as of February 8, 2021, between BG Staffing, LLC, Momentum Solutionz LLC, Lorne Kaufman, and Jeff Servidio (incorporated by reference from the registrant’s Current Report on Form 8-K filed on February 11, 2021)

Asset Purchase Agreement, dated as of February 28, 2022, between BGSF, Inc., Sentech Engineering Services, Inc., and Jobandtalent Holding Limited (incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 1, 2022)

Asset Purchase Agreement, dated as of December 12, 2022, by and between BG Professional LLC, Horn Solutions, Inc., Horn Solutions Dallas, LLC, and Gary Horn (incorporated by reference from the registrant’s Current Report on Form 8-K filed on December 14, 2022)

Asset Purchase Agreement, dated April 24, 2023, by and between BGSF Professional, LLC, Arroyo Consulting LLC, Luis Fernando Sanchez, and Maureen E.

Herrera (incorporated by reference from the registrant’s Current Report on Form 8-K filed on April 26, 2023)

Equity Purchase Agreement, dated as of June 14, 2025, among INSPYR Solutions Intermediate, LLC, BGSF Inc., BG Finance and Accounting, Inc., and BGSF Professional, LLC (incorporated by reference from the registrant’s Current Report on Form 8-K filed on June 23, 2025)

3.1 Certificate of Incorporation of BG Staffing, Inc.

13 unchanged sentences

BG Staffing, Inc.

2013 Long-Term Incentive Plan (incorporated by reference from the registrant’s definitive proxy statement on Schedule 14A filed on June 20, 2023)

2013 Long-Term Incentive Plan (incorporated by reference from the registrant’s definitive proxy statement on Schedule 14A filed on September 16, 2025 )

Form of Nonqualified Stock Option Agreement (Vested Options) (incorporated by reference from the registrant’s Form 8-K filed on February 12, 2014)

2 unchanged sentences

Form of Indemnification Agreement for Directors and Executive Officers (incorporated by reference from the registrant’s Form 8-K filed on February 4, 2014)

10.6 Amended and Restated Securities Purchase Agreement, dated as of May 28, 2013, among LTN Acquisition, LLC, LTN Staffing, LLC, BG Staffing, LLC, BG Personnel Services, LP, BG Personnel, LP, and B G Staff Services Inc., and Legg Mason SBIC Mezzanine, L.P., Brookside Pecks Capital Partners, L.P.

and Brookside Mezzanine Fund II, L.P.

(incorporated by reference from the registrant’s registration statement on Form S-1 (File No.

333-191683) filed on October 10, 2013)

10.7 First Amendment to Amended and Restated Securities Purchase Agreement and Other Documents, dated as of November 1, 2013, by and among LTN Acquisition, LLC, LTN Staffing, LLC, BG Staffing, LLC, BG Personnel Services, LP, BG Personnel, LP, and B G Staff Services Inc., and Legg Mason SBIC Mezzanine, L.P., Brookside Pecks Capital Partners, L.P.

and Brookside Mezzanine Fund II, L.P.

(incorporated by reference from Amendment No.

2 to the registrant’s registration statement on Form S-1 (File No.

333-191683) filed on November 4, 2013)

10.8 Second Amendment to Amended and Restated Securities Purchase Agreement and Other Documents, dated as of January 29, 2014, by and among BG Staffing, Inc., BG Staffing, LLC, BG Personnel Services, LP, BG Personnel, LP, and B G Staff Services Inc., and Legg Mason SBIC Mezzanine, L.P., Brookside Pecks Capital Partners, L.P.

and Brookside Mezzanine Fund II, L.P.

(incorporated by reference from the registrant’s Form 8-K filed on February 4, 2014)

Executive Employment Agreement, entered into February 6, 2019 to be effective as of October 1, 2018, between B G Staff Services, Inc.

5 unchanged sentences

and John Barnett (incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 9, 2023)

Amended and Restated Credit Agreement, dated as of March 12, 2024, among BGSF, Inc., as Borrower, the Lenders from time to time party thereto, BMO Bank, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender, and BMO Capital Markets Corp., as Sole Lead Arranger and Sole Book Runner

First Credit Amendment to the Amended and Restated Credit Agreement, dated as of November 6, 2024, among BGSF, Inc., as Borrower, the Lenders from time to time party thereto, BMO Bank, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender, and BMO Capital Markets Corp., as Sole Lead Arranger and Sole Book Runner (incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed on November 7, 2024)

10.15* Waiver and Second Amendment to Amended and Restated Credit Agreement, dated as of March 12, 2025, by and among BGSF, Inc., the Guarantors and Lenders signatories thereto, and BMO Bank N.A., as Administrative Agent

10.10** Separation Agreement, dated as of June 14, 2025, between B G Staff Services, Inc.

and Beth Garvey (incorporated by reference from the registrant’s Current Report on Form 8-K filed on June 20, 2025)

10.11** Executive Employment Agreement, dated as of February 24, 2026, between B G Staff Services, Inc.

and Kelly Brown (incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 2, 2026)

10.12** Executive Employment Agreement, dated as of March 12, 2025 (effective as of February 24, 2025), between B G Staff Services, Inc.

and Keith Schroeder (incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 18, 2025)

19.1 BGSF, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference from the registrant's Annual Report on Form 10-K filed on March 17, 2025)

List of Subsidiaries of the Registrant

19 unchanged sentences

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 9A. Controls and Procedures