BGSF, INC.BGSF
BGSF, INC. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Stock Options
In December 2013, the Board adopted the original 2013 Plan. Under the original 2013 Plan team members, directors and consultants of the Company may receive incentive stock options and other awards. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the original 2013 Plan. As of December 28, 2025, a total of approximately 1.3 million shares remain available for issuance under the 2013 Plan.
The term of each option is determined by the Board but cannot exceed 10 years. Unless otherwise specified in an option agreement, options vest and become exercisable on the following schedule: 20% immediately and 20% on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value.
The fair value of each option award was estimated on the date of grant using a Black-Scholes option pricing model and the assumptions in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatilities of the Company for a period equal to the expected life of the option.
The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate team member termination within the valuation model; separate groups of team members that have similar historical termination behavior are considered separately for valuation purposes. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions.
For Fiscal 2025, 2024, and 2023, the Company recognized $0.4 million of compensation expense from continuing operations related to stock awards, respectively. Unamortized share-based compensation expense from continuing operations as of December 28, 2025 amounted to $0.3 million, which is expected to be recognized over the next 2.2 years. The following assumptions were used to estimate the fair value of stock options for the years ended:
| December 28, 2025 | December 29, 2024 | December 31, 2023 | ||||||||||||||||||
| Weighted-average fair value of awards | $ | 3.58 | $ | 5.95 | $ | 3.00 | ||||||||||||||
| Weighted-average risk-free interest rate | 4.2 | % | 4.0 | % | 4.2 | % | ||||||||||||||
| Dividend yield | $ | 2.00 | $ | 0.45 | $ | 0.60 | ||||||||||||||
| Weighted-average volatility factor | 56.1 | % | 52.2 | % | 52.8 | % | ||||||||||||||
| Weighted-average expected life | 10.0 | yrs | 10.0 | yrs | 10.0 | yrs | ||||||||||||||
A summary of stock option activity is presented as follows:
| Number of Shares | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life | Total Intrinsic Value of Options (in thousands) | |||||||||||||||||||||||
| Awards outstanding at January 1, 2023 | 821,679 | $ | 16.08 | 6.4 | $ | 1,907 | ||||||||||||||||||||
| Granted | 126,470 | $ | 10.02 | |||||||||||||||||||||||
| Exercised | (4,800) | $ | 6.25 | |||||||||||||||||||||||
| Forfeited / Canceled | (21,039) | $ | 17.38 | |||||||||||||||||||||||
| Awards outstanding at December 31, 2023 | 922,310 | $ | 15.30 | 6.0 | $ | 104 | ||||||||||||||||||||
| Granted | 40,000 | $ | 8.80 | |||||||||||||||||||||||
| Exercised | (38,798) | $ | 6.74 | |||||||||||||||||||||||
| Forfeited / Canceled | (21,900) | $ | 14.31 | |||||||||||||||||||||||
| Awards outstanding at December 29, 2024 | 901,612 | $ | 15.41 | 5.3 | $ | — | ||||||||||||||||||||
| Granted | 101,821 | $ | 5.34 | |||||||||||||||||||||||
| Forfeited / Canceled | (334,934) | $ | 12.73 | |||||||||||||||||||||||
| Awards outstanding at December 28, 2025 | 668,499 | $ | 13.52 | 5.2 | $ | 52 | ||||||||||||||||||||
| Awards exercisable at December 29, 2024 | 717,076 | $ | 16.59 | 4.6 | $ | — | ||||||||||||||||||||
| Awards exercisable at December 28, 2025 | 590,294 | $ | 14.36 | 4.7 | $ | 52 | ||||||||||||||||||||
The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options, before applicable income taxes and represents the amount holders would have realized if all in-the-money options had been exercised on the last business day of the period indicated.
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Non-vested outstanding at December 29, 2024 | 184,536 | $ | 7.94 | |||||||||||
| Non-vested outstanding at December 28, 2025 | 78,205 | $ | 3.45 | |||||||||||
During Fiscal 2025, 2024, and 2023, there were no cashless stock option exercises.
Restricted Stock
For Fiscal 2025, 2024, and 2023, the Company recognized $0.6 million of compensation expense related to restricted stock. Unamortized share-based compensation expense as of December 28, 2025 amounted to $0.6 million, which is expected to be recognized over the next 2.0 years. A summary of restricted stock activity is presented as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Restricted outstanding at January 1, 2023 | 62,020 | $ | 12.21 | |||||||||||
| Issued | 57,974 | $ | 11.22 | |||||||||||
| Vested | (43,303) | $ | 11.71 | |||||||||||
| Forfeited / Canceled | (967) | $ | 12.62 | |||||||||||
| Restricted outstanding at December 31, 2023 | 75,724 | $ | 11.73 | |||||||||||
| Issued | 50,790 | $ | 8.86 | |||||||||||
| Vested | (51,694) | $ | 11.38 | |||||||||||
| Restricted outstanding at December 29, 2024 | 74,820 | $ | 10.02 | |||||||||||
| Issued | 179,162 | $ | 4.70 | |||||||||||
| Vested | (124,750) | $ | 6.59 | |||||||||||
| Restricted outstanding at December 28, 2025 | 129,232 | $ | 5.96 | |||||||||||
| Nonvested outstanding at December 29, 2024 | 74,820 | $ | 10.02 | |||||||||||
| Nonvested outstanding at December 28, 2025 | 129,232 | $ | 5.96 | |||||||||||
The total fair value of shares vested were $0.6 million, $0.5 million, and $0.8 million for Fiscal 2025, 2024 and 2023, respectively.
2020 Employee Stock Purchase Plan (“2020 ESPP”)
In November 2020, the Company’s shareholders approved the 2020 ESPP. Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period. A total of 250,000 shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the 2020 ESPP. For Fiscal 2025, 2024, and 2023, the Company issued approximately 31 thousand, 61 thousand, and 54 thousand shares of common stock under the 2020 ESPP, respectively. During the first quarter of Fiscal 2025, the 2020 ESPP was paused for contributions and purchases because the number of shares allocated had been consumed. At the 2025 Annual Shareholders meeting, additional 250,000 shares of common stock were approved to be allocated to the plan. The Company is currently evaluating the re-start of the 2020 ESPP. The total shares available for issuance at December 28, 2025 is approximately 250 thousand shares.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 30, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 16, 2023 | |
| 2021 | Mar 10, 2022 | |
| 2020 | Mar 11, 2021 | |
| 2019 | Mar 12, 2020 | |
| 2018 | Mar 12, 2019 | |
| 2017 | Mar 8, 2018 | |
| 2016 | Mar 6, 2017 | |
| 2015 | Mar 7, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.