Form 4: Big 5 Sporting Goods Director Sells Shares Post-Merger

A director of Big 5 Sporting Goods Corp. reported the disposition of shares following the company's merger, with each share converted to $1.45 in cash.

Summary

• Jennifer Holden Dunbar, a Director of Big 5 Sporting Goods Corp. (BGFV), reported changes in beneficial ownership.
• The transactions occurred on October 2, 2025, pursuant to an Agreement and Plan of Merger dated June 29, 2025.
• Each outstanding share of Common Stock of the Issuer was automatically converted into the right to receive $1.45 in cash, without interest.
• Jennifer Holden Dunbar directly disposed of 120,751 shares of Common Stock.
• An additional 14,143 shares of Common Stock were indirectly disposed of by Jennifer H. Dunbar, Trustee of the Lilac II Trust.
• Unvested Restricted Stock Units (RSUs) were automatically substituted and converted into a cash award based on the $1.45 Merger Consideration.

Sentiment

Score: 5

Explanation: The filing is a factual report of a mandatory transaction (share disposition due to a merger) and does not convey positive or negative sentiment regarding the company's ongoing operations or future prospects, as the company is being acquired.

Future Outlook

This filing reports a past transaction related to a completed merger and does not provide forward-looking statements or guidance.

Industry Context

The reported transaction is a consequence of a merger involving Big 5 Sporting Goods Corp., indicating a consolidation event within the sporting goods retail sector.

Related Party Transactions

• Indirect beneficial ownership of 14,143 shares through Jennifer H. Dunbar, Trustee of the Lilac II Trust, was reported as disposed of due to the merger.

Stakeholder Impact

• Shareholders of Big 5 Sporting Goods Corp. received $1.45 in cash for each share held as a result of the merger.

Key Dates

Keywords

BGFV, Big 5 Sporting Goods, Form 4, Insider Transaction, Merger, Share Disposition, Director, Corporate Action