---
schema_version: "secwatch.filing_event.v1"
accession: "0001474903-25-000076"
form_type: "8-K"
ticker: "BGSF"
cik: "0001474903"
company_name: "BGSF, INC."
filed_at: "2025-06-23T23:59:59+00:00"
generated_at: "2026-05-18T23:31:40.475764+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# BGSF sells Professional Division to INSPYR Solutions for $99M; CEO resigns, interim Co-CEOs appointed

## Summary
- Sale of Professional Division (BG F&A, BGSF Professional, foreign subs) to INSPYR Solutions for $99M cash, subject to working capital adjustments.
- CEO Beth Garvey resigns effective July 1, 2025; Kelly Brown (Property Mgmt Pres.) and CFO Keith Schroeder appointed interim Co-CEOs.
- Brown receives 50k restricted shares + 25k options; Garvey gets 12-month salary continuation, COBRA, accelerated vesting, and $300k if deal closes within 12 months.
- Director Cynt Marshall resigns effective July 1, 2025; no disagreement cited.
- Sale requires stockholder vote; BGSF pays $2.97M termination fee if it accepts a superior proposal.

## SEC filing metadata
- accession: 0001474903-25-000076
- form_type: 8-K
- ticker: BGSF
- cik: 0001474903
- company_name: BGSF, INC.
- filed_at: 2025-06-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1474903/000147490325000076/0001474903-25-000076-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1474903/000147490325000076/bgsf-20250620.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001474903-25-000076
- JSON: https://secwatch.observer/filing/0001474903-25-000076.json
- Plain text: https://secwatch.observer/filing/0001474903-25-000076.txt

## Key facts
- Executive change
  Keith Schroeder was appointed as interim Co-Chief Executive Officer at BGSF, INC..
  - Action: appointed
  - Role: interim Co-Chief Executive Officer
  source text: On June 13, 2025 , the Company’s Board of Directors appointed Kelly Brown, President of the Company’s Property Management Division, and Keith Schroeder, the Company’s current Chief Financial Officer and Secretary, to each act as interim Co-Chief Executive Officers effective as of July 1, 2025, and their focus will be on growing the Company’s Property Management Division and right sizing the Company and its subsidiaries.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1474903/000147490325000076/0001474903-25-000076-index.htm
- Executive change
  Kelly Brown was appointed as interim Co-Chief Executive Officer at BGSF, INC..
  - Action: appointed
  - Role: interim Co-Chief Executive Officer
  source text: On June 13, 2025 , the Company’s Board of Directors appointed Kelly Brown, President of the Company’s Property Management Division, and Keith Schroeder, the Company’s current Chief Financial Officer and Secretary, to each act as interim Co-Chief Executive Officers effective as of July 1, 2025, and their focus will be on growing the Company’s Property Management Division and right sizing the Company and its subsidiaries.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1474903/000147490325000076/0001474903-25-000076-index.htm
- Executive change
  Beth Garvey resigned as Chair, President and Chief Executive Officer at BGSF, INC..
  - Action: resigned
  - Role: Chair, President and Chief Executive Officer
  source text: On June 13, 2025, as a result of the transaction described above, Beth Garvey, the Company’s Chair, President and Chief Executive Officer, resigned from her director and officer positions within the Company and its subsidiaries effective as of July 1, 2025 to pursue other interests.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1474903/000147490325000076/0001474903-25-000076-index.htm

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