UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 262, 2025

BIG 5 SPORTING GOODS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

000-49850

95-4388794

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2525 East El Segundo Boulevard
El Segundo, California		90245
(Address of Principal Executive Offices)		(Zip Code)

(310) 536-0611

(Registrant’s telephone number, including area code)

Not ~~Applicable~~applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, $0.01 par value per share		BGFV		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders~~

On ~~September~~October 262, 2025 (the “Closing Date”), Big 5 Sporting Goods Corporation, a Delaware corporation (“Big 5” or the “Company”), ~~held~~Worldwide anSports inGroup ~~person~~Holdings ~~special~~LLC, ~~meeting~~a ofDelaware ~~its~~limited ~~stockholders~~liability company (~~the~~“Parent”), WSG Merger LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“~~Special~~Merger ~~Meeting~~Sub”) toand ~~consider~~Worldwide Golf Group LLC, a Delaware limited liability company (“Guarantor”), completed the ~~proposals~~transactions ~~identified~~contemplated inby the ~~definitive~~previously ~~proxy~~announced ~~statement~~Agreement and Plan of ~~Big~~Merger, 5dated ~~prepared~~as inof ~~connection~~June 29, ~~with~~2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), ~~(as~~by ~~defined~~and ~~below)~~among the Company, Parent, Merger Sub and, ~~filed~~solely ~~with~~for purposes of Section 9.13 of the UMerger Agreement, Guarantor.S. ~~Securities~~Pursuant ~~and~~to ~~Exchange~~the ~~Commission~~Merger Agreement, at the effective time of the Merger (the “~~SEC~~Effective Time”), onMerger ~~August 8,~~Sub ~~2025~~merged with and into the Company (the “Merger”), ~~which~~with ~~was~~the ~~first~~Company ~~mailed~~surviving tothe ~~Big~~Merger ~~5’s~~as ~~stockholders~~a onwholly ~~August 13,~~owned ~~2025~~subsidiary of Parent. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.

AsItem ~~of the close of business on August 7, 2025, the record date for the Special Meeting, there were 22,918,921 shares of Big 5 common stock, par value $0~~1.0102 ~~per~~Termination ~~share (“Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total~~ of 14,285,424 shares of Common Stock, representing approximately 62.33% of the shares of Big 5 Common Stock issued and outstanding and entitled to vote, were present or represented by proxy at the Special Meeting, constituting a ~~quorum~~Material toDefinitive ~~conduct business. The tables below detail the final voting results for each proposal considered at the Special Meeting:~~ Agreement

~~1. Proposal No. 1 -~~ The ~~Merger~~information ~~Proposal:~~contained ~~Agreement~~in ~~and Plan of Merger (as it may be amended from time to time,~~ the ~~“Merger~~Introductory ~~Agreement”~~Note ~~or “Agreement”), dated as of June 29, 2025, by~~ and ~~among~~in Big 5; Worldwide Sports Group Holdings LLC, a Delaware limited liability company (“Parent”); WSG Merger LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Parent (“Merger Sub”); and, solely for purposes of Section 9Item 2.1301 of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~Worldwide~~on ~~Golf~~Form 8-K is ~~Group~~incorporated ~~LLC,~~by areference ~~Delaware limited liability company, pursuant to which Merger Sub will be merged with and~~ into ~~Big~~this ~~5, with Big 5 surviving as a wholly owned subsidiary of Parent (the “Merger” and such proposal, the “Merger Proposal”)~~Item 1.02.

~~The~~At ~~Merger~~the ~~Proposal~~Effective ~~was~~Time, ~~approved~~the Company terminated its First Amended and Restated Loan, Guaranty and Security Agreement, dated as of December 18, 2024 by and among the ~~requisite~~Company, ~~vote~~Big of5 Corp. and Big 5’s ~~stockholders~~Services Corp., and Bank of America, N.A., as sole agent and lender (the “Existing Credit Facility”). The termination of the Existing Credit Facility was effectuated following the full repayment of all outstanding obligations under the Existing Credit Facility, which was funded through the proceeds received from the Merger. The Company did not incur any early termination penalties as a result of the repayment of indebtedness or termination of the Existing Credit Facility. In connection with the repayment of the outstanding indebtedness by the Company under the Existing Credit Facility, certain guarantees, liens and other security interests in connection therewith were terminated and/or released, as applicable.

Votes For		Votes Against		Abstentions		Broker Non-Votes
12,160,662		1,965,126		159,636		0

Item 2.01

Completion of Acquisitions or Dispositions of Assets.

2.The ~~Proposal~~information ~~No.~~contained 2in -the ~~The~~Introductory ~~Merger~~Note ~~Compensation~~and ~~Proposal:~~in ~~To approve~~Items 3.03, ~~on a non-binding~~5.01, ~~advisory basis~~5.02, ~~certain~~and ~~compensation that will or may be paid or become payable to Big~~ 5’s.03 ~~named~~of ~~executive~~this ~~officers~~Current ~~that~~Report ~~is based~~ on orForm 8-K is ~~otherwise~~incorporated ~~relates~~by toreference ~~the~~in ~~Merger~~this ~~(the “Merger Compensation Proposal”)~~Item 2.01.

~~The~~Pursuant to the Merger ~~Compensation~~Agreement, ~~Proposal~~at ~~was~~the ~~approved~~Effective Time, each share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock (i) owned immediately prior to the Effective Time by Parent, Merger Sub or the ~~requisite~~Company ~~vote~~or by any direct or indirect wholly owned subsidiary of ~~Big~~Parent, ~~5’s~~Merger Sub or the Company or (ii) owned by Company stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Delaware law, was automatically converted into the right to receive $1.45 per share in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”).

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,128,179		4,834,765		322,480		0

At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each a “Company Option”) was automatically canceled and converted into the right to receive an amount in cash (without interest), if any, equal to (i) the product obtained by multiplying (x) the number of shares of Company Common Stock underlying such Company Options immediately prior to the Effective Time, by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Options, less (ii) any applicable withholding taxes. For the avoidance of doubt, if the exercise price payable in respect of a share of Company Common Stock underlying a Company Option equaled or exceeded the Merger Consideration, such Company Option was canceled for no consideration.

3.At ~~Proposal~~the ~~No.~~Effective 3Time, -each ~~The~~outstanding ~~Adjournment~~award ~~Proposal:~~of Torestricted ~~approve~~stock ~~the~~units ~~adjournment~~covering shares of ~~the~~Company ~~Special~~Common ~~Meeting~~Stock to(each a ~~later~~“Company ~~date~~RSU orAward”) ~~dates~~was ifautomatically ~~necessary~~canceled toand ~~solicit~~converted ~~additional~~into ~~proxies~~the ifright ~~there~~to ~~are~~receive ~~insufficient~~an ~~votes~~amount in ~~person~~cash or(without byinterest) ~~proxy~~equal to ~~approve~~the (i) the product of (x) the Merger ~~Proposal~~Consideration atand (y) the ~~time~~number of ~~the~~shares ~~Special~~of ~~Meeting~~Company (Common Stock underlying such Company RSU Award as of the ~~“Adjournment~~Effective ~~Proposal”~~Time, less (ii) any applicable withholding taxes.

~~Adjournment~~At of the ~~Special~~Effective ~~Meeting~~Time, ~~was~~each ~~deemed~~outstanding ~~not~~Company ~~necessary~~restricted ~~because~~share ~~there~~(each ~~was~~ a ~~quorum~~“Company ~~present~~Restricted ~~and~~Share”) ~~there~~was ~~were~~automatically ~~sufficient~~canceled ~~proxies~~and atconverted into the ~~time~~right ofto ~~the~~receive ~~Special~~an ~~Meeting~~amount toin ~~approve~~cash (without interest) equal to the Merger ~~Proposal~~Consideration plus any unpaid dividends that accrued on such Company Restricted Share prior to the Effective Time.

Votes For		Votes Against		Abstentions		Broker Non-Votes
12,231,573		1,849,722		204,129		0

The foregoing description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Big 5 with the SEC on June 30, 2025, and is incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, on the Closing Date, Big 5 notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been consummated and that the outstanding Company Common Stock had been converted into the right to receive the Merger Consideration. The Company requested that Nasdaq suspend trading of Company Common Stock prior to the opening of trading on the Closing Date, withdraw the Company Common Stock from listing on Nasdaq and file with the SEC an application on Form 25 to delist and deregister Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of Company Common Stock from Nasdaq will be effective 10 days after the filing of the Form 25. Following the effectiveness of such Form 25, Big 5 intends to file with the SEC a certification on Form 15 requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of Big 5’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Company Common Stock.

Item 3.03

Material Modification to Rights of Security Holders.

The information contained in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, at the Effective Time, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was automatically canceled and converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement. Accordingly, at the Effective Time, holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

Item 5.01

Changes in Control of Registrant.

The information contained in the Introductory Note and in Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change of control of Big 5 occurred on the Closing Date and Big 5 became a wholly owned subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in the Introductory Note and in Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Pursuant to the Merger Agreement, as of the Effective Time, each of the directors of Big 5 resigned from the board of directors of Big 5 and from any and all committees or subcommittees of the Board on which they served. As of the Effective Time, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, as of the Effective Time, the Amended and Restated Certificate of Incorporation of Big 5, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Second Amended and Restated Certificate of Incorporation”). A copy of the Second Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.

In addition, as of the Effective Time, in accordance with the Merger Agreement, the Second Amended and Restated Bylaws of Big 5, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of the Third Amended and Restated Bylaws of Big 5 are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 29, 2025, by and among Big 5 Sporting Goods Corporation, Worldwide Sports Group Holdings LLC, WSG Merger LLC, and solely for the purpose of Section 9.13 thereof, Worldwide Golf Group LLC (incorporated by reference to Exhibit 2.1 to Big 5’s Current Report on Form 8-K filed on June 30, 2025)*

3.1		Second Amended and Restated Certificate of Incorporation of Big 5 Sporting Goods Corporation

3.2		Third Amended and Restated Bylaws of Big 5 Sporting Goods Corporation.

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 29, 2025

BIG 5 SPORTING GOODS CORPORATION

Dated: October 2, 2025

BIG 5 SPORTING GOODS CORPORATION

/s/ ~~Barry~~Steven DG. ~~Emerson~~Miller

~~Barry~~Steven DG. ~~Emerson~~Miller

~~Executive Vice~~ President, and Chief ~~Financial~~Executive Officer ~~and Treasurer~~

Filing Compare · BIG 5 SPORTING GOODS Corp