BGSF appoints Keith Schroeder and Kelly Brown as permanent Co-CEOs; Brown's employment agreement disclosed

BGSF, INC.

Kelly Brown named permanent Co-CEO effective Feb 24, 2026; employment agreement through Dec 31, 2027 with auto-renewal.
Base salary of $375,000; eligible for annual bonus tied to BGSF adjusted EBITDA under variable pay plan.
Acquisition bonus: 1% of acquired company's adjusted EBITDA for first 12 months post-close if Brown is involved.
Severance: 12 months base salary on termination without cause or for good reason; 18 months if within 1 year of change in control.
Post-employment covenants: 12-month non-compete, 18-month non-solicit of clients/employees, and confidentiality agreement.

item 5.02item 9.01

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