---
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"
generated_at: "2026-05-17T04:53:43.536065+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-227537
- form_type: 8-K
- cik: 0001156388
- company_name: BIG 5 SPORTING GOODS Corp
- filed_at: 2025-10-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-227537
- JSON: https://secwatch.observer/filing/0001193125-25-227537.json
- Plain text: https://secwatch.observer/filing/0001193125-25-227537.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1156388/000119312525227537/0001193125-25-227537-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.