8-K filed October 2, 2025, 7:59 PM ET CIK 0001156388

M&A confidence high sentiment neutral materiality 1.00

Big 5 Sporting Goods acquired by Worldwide Sports Group for $1.45/share; goes private

BIG 5 SPORTING GOODS Corp

Merger completed Oct 2, 2025; each BGFV share converted to right to receive $1.45 cash.
Company notified Nasdaq of delisting; intends to file Form 15 to cease SEC reporting.
Existing BofA credit facility fully repaid and terminated; no early termination penalties.
Former board resigned; new directors appointed from Merger Sub.
Charter and bylaws amended; Big 5 now a wholly owned subsidiary of Worldwide Sports Group.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

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accession: 0001193125-25-227537
form_type: 8-K
ticker: null
cik: 0001156388
company_name: BIG 5 SPORTING GOODS Corp
filed_at: 2025-10-02T23:59:59+00:00
discovered_at: 2026-05-14T18:02:38.896459+00:00
generated_at: 2026-05-17T04:53:43.536065+00:00
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Source-grounded claims

d2c8f4d56909693e5f5ed3aeb56d218cbcd20334

BIG 5 SPORTING GOODS Corp: Amended and restated the certificate of incorporation entirely in connection with the merger.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

f773e9d3cf2350f83f604f51d797b14bcdb3fbe2

BIG 5 SPORTING GOODS Corp: Amended and restated the bylaws entirely in connection with the merger.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

e1784e4e46c80610222e0901e7d31d832bd4ea6a

BIG 5 SPORTING GOODS Corp underwent a change of control involving Worldwide Sports Group Holdings LLC for $1.45 per share in cash (closed 2025-10-02).

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 ”). At the Effective Time, each outstanding option to purchase

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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FARMER BROTHERS CO May 5, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

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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

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the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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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

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on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

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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

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Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

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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

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

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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 ”). At the Effective Time, each outstanding option to purchase

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On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

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CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

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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 ”). At the Effective Time, each outstanding option to purchase

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

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same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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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 ”). At the Effective Time, each outstanding option to purchase

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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

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In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Filing page SEC filing

Source: SEC EDGAR

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