{"schema_version":"secwatch.filing_event.v1","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","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Big 5 Sporting Goods acquired by Worldwide Sports Group for $1.45/share; goes private","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-227537","json":"https://secwatch.observer/filing/0001193125-25-227537.json","markdown":"https://secwatch.observer/filing/0001193125-25-227537.md","text":"https://secwatch.observer/filing/0001193125-25-227537.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/d54346d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:53:43.536065+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d2c8f4d56909693e5f5ed3aeb56d218cbcd20334","claim":"BIG 5 SPORTING GOODS Corp: Amended and restated the certificate of incorporation entirely in connection with the merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","confidence":0.9},{"claim_id":"f773e9d3cf2350f83f604f51d797b14bcdb3fbe2","claim":"BIG 5 SPORTING GOODS Corp: Amended and restated the bylaws entirely in connection with the merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","confidence":0.9},{"claim_id":"e1784e4e46c80610222e0901e7d31d832bd4ea6a","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; 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starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n 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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001140361-26-019333","ticker":"PKST","company_name":"Peakstone Realty Trust","filed_at":"2026-05-06T23:59:59+00:00","headline":"Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share","event_type":"m_and_a","sec_items":["2.01","3.01","3.02","5.03","3.03","5.01","5.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-019333","json":"https://secwatch.observer/filing/0001140361-26-019333.json","markdown":"https://secwatch.observer/filing/0001140361-26-019333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/ef20070245_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}