0001474903--12-27 false Q1 2026 13,898 19,018 4,997—1,156 11,637 11,898 1,450 4,950 1,002 1,126 1,313 1,458 34,297 38,450 218 244 1,920 1,938 2,862 3,002 9,591 9,496 543 630 2,871 3,003 1,074 1,074 18,861 19,143 53,376 57,837 511 503 4,620 4,441—3,064 5 76 251 449 391 392 358 409 6,136 9,334—100 249 298 6,385 9,732 0.01 0.01 500,000 500,000 0 0 0 0——0.01 0.01 19,500,000 19,500,000 11,243,967 11,243,967 11,227,197 11,227,197 112 112 71,675 71,445 22,345 21,874 525,992 355,150 2,451 1,578 46,991 48,105 53,376 57,837 20,881 20,883 13,471 13,323 7,410 7,560 8,805 9,003 158 329 1,553 1,772 4 1,146 1,557 2,918 168 589 1,389 2,329—2,111 918——504 471 722 0.13 0.21—0.19 0.09——0.05 0.04 0.07 10,684 10,684 10,954 10,954 11,227 112 1,578 71,445 21,874 48,105 230 230 17 873 873 471 471 11,244 112 2,451 71,675 22,345 46,991 11,039 110 57 70,260 11,956 82,269 168 168 18 18 53 1 1—17 87 87 722 722 11,109 111 57 70,532 11,234 81,820 471 722 918 1,607 25 30 133 299 141 141—6—124 96 198 230 168 95 1,437 25—163 2,686 3,500—123 200 334 189 18 6 8 1,525 179 97 3,262——63 62 54 101—12 5—614 4 1,023—41 4 1,064 918—4,972—4,054——23 4,054 23—1,604—956—87 197—873——79 1,070 656 5,120 1,697—18 19,018 32 13,898 1,711 43 912 13 6 NATURE OF OPERATIONS
BGSF, Inc. (the “Company”) provides workforce solutions through the Property Management business that operates primarily within the United States of America (“U.S.”). The Property Management segment provides office and maintenance field talent in 44 states and D.C., to property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations.
The Company normally experiences seasonal fluctuations. The quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of client partners’ business. Demand for the Property Management workforce solutions has typically increased in the second quarter and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session. Overall first quarter demand can be affected by adverse weather conditions in the winter months.
On May 8, 2024, the Company announced that our board of directors (“Board”) had initiated a process to evaluate potential strategic alternatives and engaged financial advisors in an endeavor to maximize shareholder value (“Strategic alternatives review”). During December 2024, the Company announced a cost restructuring plan as part of the strategic review process. On June 14, 2025, the Company entered into an Equity Purchase Agreement with INSPYR Solutions Intermediate, LLC, pursuant to which the Company sold substantially all of the outstanding equity and assets pertaining to the Professional segment (“BGSF Professional”) on September 8, 2025. The BGSF Professional financial results for periods prior to the sale have been reflected as discontinued operations in the Consolidated Financial Statements, see “Note 3 - Discontinued Operations.”
The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the U.S. (“GAAP”), pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of its knowledge, that the disclosures herein are adequate to make the information presented not misleading. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 28, 2025, included in its Annual Report on Form 10-K.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation.
Fiscal Periods
The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of March 29, 2026 and December 28, 2025, and include the thirteen week periods ended March 29, 2026 and March 30, 2025, referred to herein as Fiscal 2026 and 2025, respectively.
Management Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the consolidated financial statements include the allowance for credit losses, goodwill, intangible assets, lease liabilities, and income taxes. Additionally, the valuation of share-based compensation expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions.
Financial Instruments
The Company uses fair value measurements in areas that include, but are not limited to, short-term trading securities, the allocation of purchase price consideration to tangible and identifiable intangible assets, and convertible debt. The carrying values of accounts receivable, accounts payable, accrued payroll and expenses, and other current assets and liabilities approximate their fair values due to the short-term nature of these instruments.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.
Short-Term Investments
The Company invest in investment grade marketable securities which are classified as trading securities based on the expected holding period and reported at fair value using observable market data with realized and unrealized gains and losses recognized in earnings within interest income (expense), net in the consolidated statements of operations in accordance with Accounting Standards Codification (“ASC”) Topic 320, Investments in Debt Securities.
Fair Value Measurement
The accounting standard for fair value measurements defines fair value and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established prioritizes the inputs used in valuation techniques into three levels as follows:
Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities;
Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and
Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and requires the Company to develop relevant assumptions.
Concentration of Credit Risk
Concentration of credit risk is limited due to the Company’s diverse client partner base and their dispersion across many different industries and geographic locations nationwide. No single client partner accounted for more than 10% of the Company’s accounts receivable as of March 29, 2026 and December 28, 2025 or revenue from continuing operations for the thirteen week periods ended March 29, 2026 and March 30, 2025. Geographic revenue from continuing operations in excess of 10% of the Company's consolidated revenue in Fiscal 2026 and the related percentage for Fiscal 2025 was generated in the following area:

|  | Thirteen Weeks Ended
|  | March 29, 2026 |  | March 30, 2025
Texas |  | 28 | % |  | 28 | %

Consequently, weakness in economic conditions in this region could have a material adverse effect on the Company’s financial position and results of future operations.
Accounts Receivable
The Company extends credit to its client partners in the normal course of business. Accounts receivable represents unpaid balances due from client partners. The Company maintains an allowance for credit losses for expected losses resulting from client partners’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, historical credit losses, evaluation of credit risk related to certain individual client partners and the Company’s ongoing examination process. During Fiscal 2025, the Company identified an additional risk pool related to the Property Management segment, which increased the estimate of expected credit losses. Receivables are written off after they are deemed to be uncollectible after all reasonable means of collection have been exhausted. Recoveries of receivables previously written off are recorded as income when received. Changes in the allowance for credit losses from continuing operations are as follows (in thousands):

|  | Thirteen Weeks Ended |  |
|  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Beginning balance |  | $ | 1,156 |  |  | $ | 910 |  |  |  |  |
Provision for credit losses |  | 96 |  |  | 198 |  |  |  |  |
Amounts written off |  | (130) |  |  | (112) |  |  |  |  |
Recoveries |  | 34 |  |  | 4 |  |  |  |  |
Ending balance |  | $ | 1,156 |  |  | $ | 1,000 |  |  |  |  |

Property and Equipment
Property and equipment from continuing operations are stated net of accumulated depreciation of $1.4 million and $1.3 million at March 29, 2026 and December 28, 2025, respectively.
Deposits
The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $1.8 million, which are included in Deposits in the accompanying consolidated balance sheets, as of March 29, 2026 and December 28, 2025, respectively.
Software as a Service
The Company capitalizes direct costs incurred in cloud computing implementation costs from hosting arrangements, which are categorized as long-lived assets, and are reported as Software as a service in the accompanying consolidated balance sheets. All other internal-use software development costs are capitalized and reported as a component of computer software within Intangible assets. Software as a service from continuing operations is stated net of accumulated amortization of $3.3 million and $3.1 million at March 29, 2026 and December 28, 2025, respectively.
The Company reviews its long-lived assets, primarily Property and equipment and Software as a service, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairment triggering events identified with respect to long-lived assets during Fiscal 2026 or Fiscal 2025.
Leases
The Company leases all of its office space through operating leases expiring at various dates through 2030. Many of these leases require the Company to pay real estate taxes, insurance, and certain maintenance costs, which are treated as variable lease costs. Certain lease arrangements include renewal options of up to five years, exercisable at the Company’s discretion. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. Lease and non-lease components within these contracts are accounted for as a single lease component.
The Company determines if an arrangement is an operating lease at inception. Leases and subleases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases and subleases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term.
Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined using the incremental borrowing rate based on the information available at lease commencement date, unless the implicit rate in the lease is readily determinable. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in selling, general, and administrative expenses.
Intangible Assets
The Company holds Intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective Intangible asset is realized.
Identifiable Intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable Intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable Intangible assets are discounted back to their net present value.
The Company develops and implements software to enhance the performance and capabilities of the information technology infrastructure. Direct internal payroll costs and external costs for the development of software are capitalized from the time internal-use software is considered probable until the software is deployed. All other preliminary and planning stage costs are expensed as incurred. Minor upgrades and enhancements to software systems are expensed in the period incurred as software maintenance and training costs.
The Company evaluates the recoverability of Intangible assets whenever events or changes in circumstances indicate that an Intangible asset’s carrying amount may not be recoverable. The Company considered the current and expected future economic and market conditions and its impact on each of the reporting units. The Company annually evaluates the remaining useful lives of all Intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. There were no impairment indicators identified during Fiscal 2026 or Fiscal 2025. See “Note 7 - Intangible Assets.”
Goodwill
Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. The Company considered the current and expected future economic and market conditions and its impact on each of the reporting units. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. The Company determined there were no impairment indicators for goodwill assets during Fiscal 2026 or Fiscal 2025.
Debt Issuance Costs
Debt issuance costs were amortized into interest expense using the effective interest method over the term of the respective loans. Debt issuance costs related to a recognized debt liability were presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability until the BMO agreement was paid on September 8, 2025.
Contingent Consideration
The Company had obligations, to be paid in cash, related to its acquisitions if certain operating and financial goals are met. The fair value of this contingent consideration was determined using expected cash flows and present value technique. The fair value calculation of the expected future payments used a discount rate commensurate with the risks of the expected cash flow. The resulting discount was amortized as interest expense over the outstanding period using the effective interest method.
Revenue Recognition
The Company derives its revenues from continuing operations by providing workforce solution and placement services through the Property Management segment. Revenues are recognized when promised services are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues from continuing operations as presented on the consolidated statements of operations represent services rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services.
The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners.
Contract field talent revenues - Field talent revenues from contracts with client partners are recognized over time in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent.
Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized at a point in time once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment.
The Company estimates the effect of placement candidates who do not remain with its client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period.
Refer to Note 13 for disaggregated revenues by functional specialization and segment.
Payment terms in the Company's contracts vary by the type and location of its client partner and the workforce solutions offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of March 29, 2026 or December 28, 2025. There were no revenues recognized during the thirteen week period ended March 29, 2026 or March 30, 2025 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during the thirteen week period ended March 29, 2026 or March 30, 2025. The opening balance of accounts receivable at December 29, 2024 was $17.1 million.
Share-Based Compensation
The Company recognizes compensation expense in selling, general, and administrative expenses over the service period for common stock options or restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates.
Earnings Per Share
Basic earnings per common share are computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods (in thousands):

|  |  | Thirteen Weeks Ended |  |
|  |  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Weighted-average number of common shares outstanding: |  | 10,684 |  |  | 10,954 |  |  |  |  |
Weighted-average number of diluted common shares outstanding |  | 10,684 |  |  | 10,954 |  |  |  |  |
| Stock options and restricted stock |  | 668 |  |  | 840 |  |  |  |  |
| Convertible note |  | — |  |  | 255 |  |  |  |  |
Antidilutive shares |  | 668 |  |  | 1,095 |  |  |  |  |

Income Taxes
The effective tax rate from continuing operations was 10.8% and 20.2% for the thirteen week periods ended March 29, 2026 and March 30, 2025, respectively. Although both fiscal periods consisted of a federal benefit at statutory rates, Fiscal 2026 had a higher state benefit and a larger temporary book to tax difference for equity related items.
Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carry overs. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment.
When appropriate, the Company will record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, the Company considers whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. As a matter of operation, the Company first calculates the effective tax on continuing operations, and then allocated the remaining taxes to our discontinued operations, in accordance with ASC Topic 740. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. As of March 29, 2026 and December 28, 2025, the Company carried a valuation allowance of $1.5 million.
Recent Accounting Pronouncements
In November 2024, Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations. The new guidance is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses: Measurements of Credit Losses for Accounts Receivable and Contract Assets. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. The new guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company adopted the new guidance and evaluated its impact on its consolidated financial statements and related disclosures, and determined that its current disclosures are consistent with the new guidance.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software, which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. The new guidance is effective for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
Basis of Presentation
The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation.
Fiscal Periods
The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of March 29, 2026 and December 28, 2025, and include the thirteen week periods ended March 29, 2026 and March 30, 2025, referred to herein as Fiscal 2026 and 2025, respectively.
Management Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the consolidated financial statements include the allowance for credit losses, goodwill, intangible assets, lease liabilities, and income taxes. Additionally, the valuation of share-based compensation expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions.
Financial Instruments
The Company uses fair value measurements in areas that include, but are not limited to, short-term trading securities, the allocation of purchase price consideration to tangible and identifiable intangible assets, and convertible debt. The carrying values of accounts receivable, accounts payable, accrued payroll and expenses, and other current assets and liabilities approximate their fair values due to the short-term nature of these instruments.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.
Concentration of Credit Risk
Concentration of credit risk is limited due to the Company’s diverse client partner base and their dispersion across many different industries and geographic locations nationwide. No single client partner accounted for more than 10% of the Company’s accounts receivable as of March 29, 2026 and December 28, 2025 or revenue from continuing operations for the thirteen week periods ended March 29, 2026 and March 30, 2025.Geographic revenue from continuing operations in excess of 10% of the Company's consolidated revenue in Fiscal 2026 and the related percentage for Fiscal 2025 was generated in the following area:

|  | Thirteen Weeks Ended
|  | March 29, 2026 |  | March 30, 2025
Texas |  | 28 | % |  | 28 | %

28 28 Changes in the allowance for credit losses from continuing operations are as follows (in thousands):

|  | Thirteen Weeks Ended |  |
|  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Beginning balance |  | $ | 1,156 |  |  | $ | 910 |  |  |  |  |
Provision for credit losses |  | 96 |  |  | 198 |  |  |  |  |
Amounts written off |  | (130) |  |  | (112) |  |  |  |  |
Recoveries |  | 34 |  |  | 4 |  |  |  |  |
Ending balance |  | $ | 1,156 |  |  | $ | 1,000 |  |  |  |  |

1,156 910 96 198 130 112 34 4 1,156 1,000
Property and Equipment
Property and equipment from continuing operations are stated net of accumulated depreciation of $1.4 million and $1.3 million at March 29, 2026 and December 28, 2025, respectively.
1.4 1.3
Deposits
The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $1.8 million, which are included in Deposits in the accompanying consolidated balance sheets, as of March 29, 2026 and December 28, 2025, respectively.
1.8 1.8 3.3 3.1 no no
Leases
The Company leases all of its office space through operating leases expiring at various dates through 2030. Many of these leases require the Company to pay real estate taxes, insurance, and certain maintenance costs, which are treated as variable lease costs. Certain lease arrangements include renewal options of up to five years, exercisable at the Company’s discretion. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. Lease and non-lease components within these contracts are accounted for as a single lease component.
The Company determines if an arrangement is an operating lease at inception. Leases and subleases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases and subleases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term.
Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined using the incremental borrowing rate based on the information available at lease commencement date, unless the implicit rate in the lease is readily determinable. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in selling, general, and administrative expenses.
Intangible Assets
The Company holds Intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective Intangible asset is realized.
Identifiable Intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable Intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable Intangible assets are discounted back to their net present value.
The Company develops and implements software to enhance the performance and capabilities of the information technology infrastructure. Direct internal payroll costs and external costs for the development of software are capitalized from the time internal-use software is considered probable until the software is deployed. All other preliminary and planning stage costs are expensed as incurred. Minor upgrades and enhancements to software systems are expensed in the period incurred as software maintenance and training costs.
The Company evaluates the recoverability of Intangible assets whenever events or changes in circumstances indicate that an Intangible asset’s carrying amount may not be recoverable. The Company considered the current and expected future economic and market conditions and its impact on each of the reporting units. The Company annually evaluates the remaining useful lives of all Intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. There were no impairment indicators identified during Fiscal 2026 or Fiscal 2025. See “Note 7 - Intangible Assets.”
P3Y ten years
Goodwill
Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. The Company considered the current and expected future economic and market conditions and its impact on each of the reporting units. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. The Company determined there were no impairment indicators for goodwill assets during Fiscal 2026 or Fiscal 2025.
Debt Issuance Costs
Debt issuance costs were amortized into interest expense using the effective interest method over the term of the respective loans. Debt issuance costs related to a recognized debt liability were presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability until the BMO agreement was paid on September 8, 2025.
Contingent Consideration
The Company had obligations, to be paid in cash, related to its acquisitions if certain operating and financial goals are met. The fair value of this contingent consideration was determined using expected cash flows and present value technique. The fair value calculation of the expected future payments used a discount rate commensurate with the risks of the expected cash flow. The resulting discount was amortized as interest expense over the outstanding period using the effective interest method.
Revenue Recognition
The Company derives its revenues from continuing operations by providing workforce solution and placement services through the Property Management segment. Revenues are recognized when promised services are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues from continuing operations as presented on the consolidated statements of operations represent services rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services.
The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners.
Contract field talent revenues - Field talent revenues from contracts with client partners are recognized over time in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent.
Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized at a point in time once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment.
The Company estimates the effect of placement candidates who do not remain with its client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period.
Refer to Note 13 for disaggregated revenues by functional specialization and segment.
Payment terms in the Company's contracts vary by the type and location of its client partner and the workforce solutions offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of March 29, 2026 or December 28, 2025. There were no revenues recognized during the thirteen week period ended March 29, 2026 or March 30, 2025 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during the thirteen week period ended March 29, 2026 or March 30, 2025. The opening balance of accounts receivable at December 29, 2024 was $17.1 million.
no no no no no 17.1
Share-Based Compensation
The Company recognizes compensation expense in selling, general, and administrative expenses over the service period for common stock options or restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates.
Earnings Per Share
Basic earnings per common share are computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share.The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods (in thousands):

|  |  | Thirteen Weeks Ended |  |
|  |  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Weighted-average number of common shares outstanding: |  | 10,684 |  |  | 10,954 |  |  |  |  |
Weighted-average number of diluted common shares outstanding |  | 10,684 |  |  | 10,954 |  |  |  |  |
| Stock options and restricted stock |  | 668 |  |  | 840 |  |  |  |  |
| Convertible note |  | — |  |  | 255 |  |  |  |  |
Antidilutive shares |  | 668 |  |  | 1,095 |  |  |  |  |

10,684 10,684 10,954 10,954 10,684 10,684 10,954 10,954 668 840—255 668 1,095
Income Taxes
The effective tax rate from continuing operations was 10.8% and 20.2% for the thirteen week periods ended March 29, 2026 and March 30, 2025, respectively. Although both fiscal periods consisted of a federal benefit at statutory rates, Fiscal 2026 had a higher state benefit and a larger temporary book to tax difference for equity related items.
Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carry overs. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment.
When appropriate, the Company will record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, the Company considers whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. As a matter of operation, the Company first calculates the effective tax on continuing operations, and then allocated the remaining taxes to our discontinued operations, in accordance with ASC Topic 740. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. As of March 29, 2026 and December 28, 2025, the Company carried a valuation allowance of $1.5 million.10.8 20.2 1.5 1.5
Recent Accounting Pronouncements
In November 2024, Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations. The new guidance is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses: Measurements of Credit Losses for Accounts Receivable and Contract Assets. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. The new guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company adopted the new guidance and evaluated its impact on its consolidated financial statements and related disclosures, and determined that its current disclosures are consistent with the new guidance.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software, which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. The new guidance is effective for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
DISCONTINUED OPERATIONS
On June 14, 2025, the Company entered into an Equity Purchase Agreement (“EPA”) with INSPYR Solutions Intermediate, LLC (“INSPYR”), pursuant to which the Company sold to INSPYR substantially all of the outstanding equity and assets pertaining to BGSF Professional. The sale closed on September 8, 2025, for cash proceeds of $91.5 million (which includes a $2.3 million working capital adjustment as provided in the EPA) plus $5.2 million in holdback escrow accounts. Under the terms of the EPA, INSPYR acquired certain assets and equity interests, and assumed certain liabilities and obligations of the Company pertaining to BGSF Professional. In March 2026, the Company received one holdback escrow payment and the working capital adjustment totaling approximately $4.4 million.
The EPA contained customary representations and warranties, covenants (including certain non-competition and non-solicitation covenants restricting the Company with respect to the professional staffing business), closing conditions, and indemnification provisions. The EPA also included a payment obligation related to the June 10, 2025 letter agreement with Arroyo Consulting, LLC related to the payout of $2.5 million in contingent consideration where by the Company assumed a portion of this obligation and paid $1.2 million at closing and will pay the remaining $0.6 million in monthly installments (“Note payable”). After the close of the transaction, the Company began providing certain back-office services to INSPYR for a limited period of time.
The BGSF Professional financial results for periods prior to the sale have been reflected in our Consolidated Balance Sheet, Consolidated Statements of Operations, Consolidated Statement of Changes in Stockholders’ Equity and Consolidated Statements of Cash Flows as discontinued operations. The financial results of BGSF Professional are as follows (in thousands):

|  |  | Thirteen Weeks Ended |  |  |  |
|  |  | March 30, 2025 |  |  |  |  |  |
Revenue |  | $ | 42,351 |  |  |  |  |  |  |
Cost of services |  | 28,990 |  |  |  |  |  |  |
| Gross profit |  | 13,361 |  |  |  |  |  |  |
Selling, general, and administrative expenses |  | 9,908 |  |  |  |  |  |  |
Depreciation and amortization |  | 1,342 |  |  |  |  |  |  |
| Income from discontinued operations before taxes |  | $ | 2,111 |  |  |  |  |  |  |

91.5 2.3 5.2 4.4 2.5 1.2 0.6

|  |  | Thirteen Weeks Ended |  |  |  |
|  |  | March 30, 2025 |  |  |  |  |  |
Revenue |  | $ | 42,351 |  |  |  |  |  |  |
Cost of services |  | 28,990 |  |  |  |  |  |  |
| Gross profit |  | 13,361 |  |  |  |  |  |  |
Selling, general, and administrative expenses |  | 9,908 |  |  |  |  |  |  |
Depreciation and amortization |  | 1,342 |  |  |  |  |  |  |
| Income from discontinued operations before taxes |  | $ | 2,111 |  |  |  |  |  |  |

42,351 28,990 13,361 9,908 1,342 2,111 FAIR VALUE MEASUREMENTS
The fair value of short-term investments were comprised of the following (in thousands):

|  | March 29, 2026
|  | Quoted Prices In Active Markets for Identical Assets |  | Significant Other Observable Inputs |  | Significant Unobservable Inputs |  |
|  | (Level 1) |  | (Level 2) |  | (Level 3) |  | Fair Value
Corporate debt securities |  | $ | 4,493 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,493 |
Asset-based securities |  | 404 |  |  | — |  |  | — |  |  | 404 |
Supernational debt security |  | 100 |  |  | — |  |  | — |  |  | 100 |
Total |  | $ | 4,997 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,997 |

The fair value of short-term investments were comprised of the following (in thousands):

|  | March 29, 2026
|  | Quoted Prices In Active Markets for Identical Assets |  | Significant Other Observable Inputs |  | Significant Unobservable Inputs |  |
|  | (Level 1) |  | (Level 2) |  | (Level 3) |  | Fair Value
Corporate debt securities |  | $ | 4,493 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,493 |
Asset-based securities |  | 404 |  |  | — |  |  | — |  |  | 404 |
Supernational debt security |  | 100 |  |  | — |  |  | — |  |  | 100 |
Total |  | $ | 4,997 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,997 |

4,493——4,493 404——404 100——100 4,997——4,997 OTHER CURRENT ASSETS
Other current assets as of March 29, 2026 and December 28, 2025 consist of the following (in thousands):

|  | March 29, 2026 |  | December 28, 2025 |
CARES Act receivable |  | $ | — |  |  | $ | 280 |  |
Income tax receivable |  | 448 |  |  | 457 |  |
State payroll tax receivable |  | 322 |  |  | 322 |  |
Federal payroll tax receivable |  | 345 |  |  | 399 |  |
Transition services receivable |  | 198 |  |  | — |  |
Total |  | $ | 1,313 |  |  | $ | 1,458 |  |

Other current assets as of March 29, 2026 and December 28, 2025 consist of the following (in thousands):

|  | March 29, 2026 |  | December 28, 2025 |
CARES Act receivable |  | $ | — |  |  | $ | 280 |  |
Income tax receivable |  | 448 |  |  | 457 |  |
State payroll tax receivable |  | 322 |  |  | 322 |  |
Federal payroll tax receivable |  | 345 |  |  | 399 |  |
Transition services receivable |  | 198 |  |  | — |  |
Total |  | $ | 1,313 |  |  | $ | 1,458 |  |

—280 448 457 322 322 345 399 198—1,313 1,458 LEASES
Short-term leases and subleases were immaterial. The supplemental balance sheet and cash flow information related to the Company's operating leases were as follows at (dollars in thousands):

|  |  |  |  |  | March 29, 2026 |  | December 28, 2025
Weighted average remaining lease term of continuing operating leases |  |  |  |  |  | 2.5 years |  | 2.6 years
Weighted average discount rate for continuing operating leases |  |  |  |  |  | 8.3 | % |  | 8.3 | %

The supplemental cash flow information from continuing operations related to the Company's operating leases were as follows (dollars in thousands):

|  |  |  |  |  | Thirteen Weeks Ended
|  |  |  |  |  | March 29, 2026 |  | March 30, 2025
Cash paid for continuing operating leases |  |  |  |  |  | $ | 112 |  |  | $ | 140 |
Continuing operating lease expense |  |  |  |  |  | $ | 100 |  |  | $ | 135 |

The undiscounted annual future minimum lease payments from continuing operations consist of the following at (in thousands):

|  |  | March 29, 2026
2026 | (remaining) |  | $ | 338 |
2027 |  |  | 122 |
2028 |  |  | 94 |
2029 |  |  | 95 |
2030 |  |  | 24 |
Total lease payments |  | 673 |
Imputed interest |  | (66) |
Present value of lease liabilities |  | $ | 607 |

The supplemental balance sheet and cash flow information related to the Company's operating leases were as follows at (dollars in thousands):

|  |  |  |  |  | March 29, 2026 |  | December 28, 2025
Weighted average remaining lease term of continuing operating leases |  |  |  |  |  | 2.5 years |  | 2.6 years
Weighted average discount rate for continuing operating leases |  |  |  |  |  | 8.3 | % |  | 8.3 | %

2.5 2.6 8.3 8.3
The supplemental cash flow information from continuing operations related to the Company's operating leases were as follows (dollars in thousands):

|  |  |  |  |  | Thirteen Weeks Ended
|  |  |  |  |  | March 29, 2026 |  | March 30, 2025
Cash paid for continuing operating leases |  |  |  |  |  | $ | 112 |  |  | $ | 140 |
Continuing operating lease expense |  |  |  |  |  | $ | 100 |  |  | $ | 135 |

112 140 100 135
The undiscounted annual future minimum lease payments from continuing operations consist of the following at (in thousands):

|  |  | March 29, 2026
2026 | (remaining) |  | $ | 338 |
2027 |  |  | 122 |
2028 |  |  | 94 |
2029 |  |  | 95 |
2030 |  |  | 24 |
Total lease payments |  | 673 |
Imputed interest |  | (66) |
Present value of lease liabilities |  | $ | 607 |

338 122 94 95 24 673 66 607 INTANGIBLE ASSETS
Intangible assets from continuing operations are stated net of accumulated amortization of $2.9 million and $3.0 million at March 29, 2026 and December 28, 2025, respectively. Amortization expense from continuing operations for Fiscal 2026 and Fiscal 2025 are comprised of following (in thousands):

|  | Thirteen Weeks Ended |  |
|  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Computer software - amortization expense |  | $ | 133 |  |  | $ | 299 |  |  |  |  |
Total expense |  | $ | 133 |  |  | $ | 299 |  |  |  |  |

2.9 3.0 Amortization expense from continuing operations for Fiscal 2026 and Fiscal 2025 are comprised of following (in thousands):

|  | Thirteen Weeks Ended |  |
|  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Computer software - amortization expense |  | $ | 133 |  |  | $ | 299 |  |  |  |  |
Total expense |  | $ | 133 |  |  | $ | 299 |  |  |  |  |

133 299 133 299 ACCRUED PAYROLL AND EXPENSES
Accrued payroll and expenses from continuing operations consist of the following at (in thousands):

|  | March 29, 2026 |  | December 28, 2025
Payroll |  | $ | 1,306 |  |  | $ | 1,047 |
Payroll related |  | 1,519 |  |  | 1,218 |
Vendor services |  | 605 |  |  | 824 |
Bonuses and commissions |  | 440 |  |  | 664 |
State and local non-income taxes |  | 200 |  |  | 256 |
Other |  | 550 |  |  | 432 |
Accrued payroll and expenses |  | $ | 4,620 |  |  | $ | 4,441 |

Accrued payroll and expenses from continuing operations consist of the following at (in thousands):

|  | March 29, 2026 |  | December 28, 2025
Payroll |  | $ | 1,306 |  |  | $ | 1,047 |
Payroll related |  | 1,519 |  |  | 1,218 |
Vendor services |  | 605 |  |  | 824 |
Bonuses and commissions |  | 440 |  |  | 664 |
State and local non-income taxes |  | 200 |  |  | 256 |
Other |  | 550 |  |  | 432 |
Accrued payroll and expenses |  | $ | 4,620 |  |  | $ | 4,441 |

1,306 1,047 1,519 1,218 605 824 440 664 200 256 550 432 4,620 4,441 CONTINGENCIES
The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. No provision has been recorded for any claims as of March 29, 2026 or March 30, 2025.
The Company insures against, subject to and upon the terms and conditions of various insurance policies, claims or losses from workers’ compensation, general liability, automobile liability, property damage, professional liability, employment practices, fiduciary liability, fidelity losses, crime and cyber risk, and director and officer liability. Under the Company's bylaws, the Company’s directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. The Company has also entered into indemnification agreements with its directors and certain officers.
EQUITY
Authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share and 500,000 shares of undesignated preferred stock, par value $0.01 per share.
Repurchase of Common Stock
On November 5, 2025, the Company's Board approved a stock repurchase program under which the Company may repurchase up to $5.0 million of its common stock. The repurchase program does not have an expiration date and may be suspended, terminated, or modified at any time for any reason. During Fiscal 2026, the Company repurchased 170,862 shares at a weighted average price of $5.11 per share. The repurchased shares are recorded as part of treasury stock and are accounted for under the cost method. The repurchase program has been used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. As of March 29, 2026, the Company has approximately $2.6 million available for repurchases under this program.
Restricted Stock
The Company issued net restricted common stock of 16,770 and 53,364 shares to team members and non-team member (non-employee) directors in Fiscal 2026 and Fiscal 2025, respectively. The restricted shares of $0.01 par value per share were issued under the 2013 Long-Term Incentive Plan (“2013 Plan”) and contain a three-year service condition. The restricted stock constitutes issued and outstanding shares of the Company’s common stock, except for the right of disposal, for all purposes during the period of restriction including voting rights and dividend distributions.
19,500,000 0.01 500,000 0.01 5.0 170,862 5.11 2.6 16,770 53,364 0.01 three-year SHARE-BASED COMPENSATION
Stock Options
For the thirteen week periods ended March 29, 2026 and March 30, 2025, the Compan y recogni zed $0.1 million of compensation expense from continuing operations related to stock options. Unamortized share-based compensation expense from continuing op erations as of March 29, 2026 amounted to $0.3 million which is expected to be recognized over the next 1.9 years. As of March 29, 2026, a total of 1.3 million shares remain available for issuance under 2013 Plan. 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 Awards (in thousands)
Options outstanding at December 28, 2025 | 668,499 |  |  | $ | 13.52 |  |  | 5.2 |  | $ | 52 |
Options outstanding at March 29, 2026 | 668,499 |  |  | $ | 13.52 |  |  | 5.0 |  | $ | 124 |
Options exercisable at December 28, 2025 | 590,294 |  |  | $ | 14.36 |  |  | 4.7 |  | $ | 52 |
Options exercisable at March 29, 2026 | 590,294 |  |  | $ | 14.36 |  |  | 4.5 |  | $ | 123 |

|  | Number of Shares |  | Weighted Average Grant Date Fair Value
Non-vested outstanding at December 28, 2025 |  | 78,205 |  |  | $ | 3.45 |
Non-vested outstanding at March 29, 2026 |  | 78,205 |  |  | $ | 3.45 |

Restricted Stock
For the thirteen week periods ended March 29, 2026 and March 30, 2025, the Company recognized $0.1 million of compensation expense from continuing operations related to restricted stock awards. Unamortized share-based compensation expense as of March 29, 2026 amounted to $0.6 million which is expected to be recognized over the next 1.8 years. A summary of restricted stock activity is presented as follows:

| Number of Shares |  | Weighted Average Exercise Price Per Share
Restricted outstanding at December 28, 2025 | 129,232 |  |  | $ | 5.96 |
Issued | 16,770 |  |  | $ | 5.59 |
Vested | (12,244) |  |  | $ | 7.28 |
Restricted outstanding at March 29, 2026 | 133,758 |  |  | $ | 5.79 |
Non-vested outstanding at December 28, 2025 | 129,232 |  |  | $ | 5.96 |
Non-vested outstanding at March 29, 2026 | 133,758 |  |  | $ | 5.79 |

0.1 0.1 0.3 1.9 1.3 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 Awards (in thousands)
Options outstanding at December 28, 2025 | 668,499 |  |  | $ | 13.52 |  |  | 5.2 |  | $ | 52 |
Options outstanding at March 29, 2026 | 668,499 |  |  | $ | 13.52 |  |  | 5.0 |  | $ | 124 |
Options exercisable at December 28, 2025 | 590,294 |  |  | $ | 14.36 |  |  | 4.7 |  | $ | 52 |
Options exercisable at March 29, 2026 | 590,294 |  |  | $ | 14.36 |  |  | 4.5 |  | $ | 123 |

668,499 13.52 5.2 52 668,499 13.52 5.0 124 590,294 14.36 4.7 52 590,294 14.36 4.5 123

|  | Number of Shares |  | Weighted Average Grant Date Fair Value
Non-vested outstanding at December 28, 2025 |  | 78,205 |  |  | $ | 3.45 |
Non-vested outstanding at March 29, 2026 |  | 78,205 |  |  | $ | 3.45 |

78,205 3.45 78,205 3.45 0.1 0.1 0.6 1.8 A summary of restricted stock activity is presented as follows:

| Number of Shares |  | Weighted Average Exercise Price Per Share
Restricted outstanding at December 28, 2025 | 129,232 |  |  | $ | 5.96 |
Issued | 16,770 |  |  | $ | 5.59 |
Vested | (12,244) |  |  | $ | 7.28 |
Restricted outstanding at March 29, 2026 | 133,758 |  |  | $ | 5.79 |
Non-vested outstanding at December 28, 2025 | 129,232 |  |  | $ | 5.96 |
Non-vested outstanding at March 29, 2026 | 133,758 |  |  | $ | 5.79 |

129,232 5.96 16,770 5.59 12,244 7.28 133,758 5.79 129,232 5.96 133,758 5.79 TEAM MEMBER BENEFIT PLAN
Defined Contribution Plan
The Company provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible team members and field talent. The 401(k) Plan allows participants to make contributions subject to applicable statutory limitations. The Company matches participants contributions 100% up to the first 3% and 50% of the next 2% of a team member's or field talent’s compensation. The Company contributed $0.1 million from continuing operations to the 401(k) Plan for the thirteen week periods ended March 29, 2026 and March 30, 2025, respectively.
100 3 50 2 0.1 0.1 BUSINESS SEGMENT
The Company has continuing operations through one segment of Property Management, which includes centralized support services through executive, marketing, human resources, information technology, accounting, treasury, and billing operations. The chief operating decision-makers (the “CODM”), the President of Property Management and Co-Chief Executive Officers, establish the strategic direction of the Company, priorities, and long-term financial objectives. The CODM are ultimately responsible for evaluating segment performance and making decisions regarding resource allocation. The Property Management segment provides office and maintenance field talent to property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The CODM consider variances between actual results and expectations as well as historical trends for segment income when making decisions about allocating capital and personnel resources to each segment.
Segment loss from continuing operations includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and all general and administrative expenses. The following table provides a reconciliation of revenue and loss from continuing operations by reportable segment to consolidated results for the periods indicated (in thousands):

|  |  | Thirteen Weeks Ended |  |
|  |  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Contract field talent |  | $ | 20,195 |  |  | $ | 20,279 |  |  |  |  |
Contingent placements |  | 686 |  |  | 604 |  |  |  |  |
| Revenue |  | 20,881 |  |  | 20,883 |  |  |  |  |
Compensation and related |  | 13,433 |  |  | 13,286 |  |  |  |  |
Other |  | 38 |  |  | 37 |  |  |  |  |
| Gross profit |  | 7,410 |  |  | 7,560 |  |  |  |  |
Selling: |  |  |  |  |  |  |  |
| Compensation |  | 4,432 |  |  | 3,925 |  |  |  |  |
| Advertising, occupancy, and travel |  | 436 |  |  | 378 |  |  |  |  |
| Software, insurance, and professional fees |  | 412 |  |  | 373 |  |  |  |  |
| Other |  | 237 |  |  | 370 |  |  |  |  |
| Contributions to overhead |  | 1,893 |  |  | 2,514 |  |  |  |  |
General and administrative: |  |  |  |  |  |  |  |
| Compensation |  | 1,570 |  |  | 2,061 |  |  |  |  |
| Software |  | 578 |  |  | 697 |  |  |  |  |
| Professional fees |  | 498 |  |  | 542 |  |  |  |  |
| Strategic alternatives review |  | 483 |  |  | 21 |  |  |  |  |
| Other |  | 159 |  |  | 636 |  |  |  |  |
Depreciation and amortization |  | 158 |  |  | 329 |  |  |  |  |
| Operating loss |  | (1,553) |  |  | (1,772) |  |  |  |  |
Interest expense, net |  | (4) |  |  | (1,146) |  |  |  |  |
Income tax benefit from continuing operations |  | 168 |  |  | 589 |  |  |  |  |
| Loss from continuing operations |  | $ | (1,389) |  |  | $ | (2,329) |  |  |  |  |

one The following table provides a reconciliation of revenue and loss from continuing operations by reportable segment to consolidated results for the periods indicated (in thousands):

|  |  | Thirteen Weeks Ended |  |
|  |  | March 29, 2026 |  | March 30, 2025 |  |  |  |
Contract field talent |  | $ | 20,195 |  |  | $ | 20,279 |  |  |  |  |
Contingent placements |  | 686 |  |  | 604 |  |  |  |  |
| Revenue |  | 20,881 |  |  | 20,883 |  |  |  |  |
Compensation and related |  | 13,433 |  |  | 13,286 |  |  |  |  |
Other |  | 38 |  |  | 37 |  |  |  |  |
| Gross profit |  | 7,410 |  |  | 7,560 |  |  |  |  |
Selling: |  |  |  |  |  |  |  |
| Compensation |  | 4,432 |  |  | 3,925 |  |  |  |  |
| Advertising, occupancy, and travel |  | 436 |  |  | 378 |  |  |  |  |
| Software, insurance, and professional fees |  | 412 |  |  | 373 |  |  |  |  |
| Other |  | 237 |  |  | 370 |  |  |  |  |
| Contributions to overhead |  | 1,893 |  |  | 2,514 |  |  |  |  |
General and administrative: |  |  |  |  |  |  |  |
| Compensation |  | 1,570 |  |  | 2,061 |  |  |  |  |
| Software |  | 578 |  |  | 697 |  |  |  |  |
| Professional fees |  | 498 |  |  | 542 |  |  |  |  |
| Strategic alternatives review |  | 483 |  |  | 21 |  |  |  |  |
| Other |  | 159 |  |  | 636 |  |  |  |  |
Depreciation and amortization |  | 158 |  |  | 329 |  |  |  |  |
| Operating loss |  | (1,553) |  |  | (1,772) |  |  |  |  |
Interest expense, net |  | (4) |  |  | (1,146) |  |  |  |  |
Income tax benefit from continuing operations |  | 168 |  |  | 589 |  |  |  |  |
| Loss from continuing operations |  | $ | (1,389) |  |  | $ | (2,329) |  |  |  |  |

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO.1
(Mark One)

☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2026
or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .
Commission File Number: 001-36704
BGSF, INC.
(exact name of registrant as specified in its charter)

Delaware | 26-0656684
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

14901 Quorum Drive, Suite 800
Dallas, Texas 75254
(972) 692-2400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer | ¨ |  | Accelerated Filer | þ
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ☑
|  |  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock | BGSF | NYSE

As of May 4, 2026 there were 10,717,975 shares of the registrant’s common stock outstanding.

EXPLANATORY NOTE
BGSF, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2026, which was filed with the Securities and Exchange Commission on May 6, 2026 (the “Form 10-Q”), for the sole purpose of correcting the number of shares of the Company’s common stock outstanding as of May 4, 2026.
Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Form 10-Q. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Form 10-Q.
This Amendment should be read in conjunction with the Form 10-Q.

Item 6. Exhibits
The following exhibits are filed or furnished with this Quarterly Report on Form 10-Q.

Exhibit Number |  | Description
2.1†† |  | Equity Purchase Agreement, dated as of June 14, 2025, among INSPYR Solutions Intermediate, LLC, BGSF Inc., BG Finance and Accounting, Inc., and BGSF Professional, LLC (incorporated by reference from the registrant’s Current Report on Form 8-K filed on June 23, 2025)
3.1 |  | Certificate of Incorporation of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013).
3.2 |  | Certificate of Amendment to Certificate of Incorporation of BGSF, Inc. (incorporated by reference from the registrant's Current Report on Form 8-K filed on February 12, 2021).
3.3 |  | Bylaws of BG Staffing, Inc. (incorporated by reference from Amendment No. 2 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on November 4, 2013).
4.1 |  | Form of Common Stock Certificate (incorporated by reference from Amendment No. 1 to the Company’s registration statement on Form S-1 (File No. 333-191683) filed on October 28, 2013).
10.1** |  | Form of Indemnification Agreement for director and executive officers of BGSF, Inc. (incorporated by reference from the registrant’s Current Report on Form 8-K filed on February 4, 2014)
10.2** |  | Executive Employment Agreement, dated as of February 24, 2026, between B G Staff Services, Inc. and Kelly Brown (incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 2, 2026)
31.1* |  | Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* |  | Certification of Co-Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002.
32.1† |  | Certification of Co-Chief Executive Officers and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 |  | The following financial information from BGSF's Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations, (iii) the Unaudited Statements of Changes in Stockholders' Equity, (iv) the Unaudited Consolidated Statements of Cash Flows, and (vi) Notes to the Unaudited Consolidated Financial Statements.
104* |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

| * | Filed herewith.
| ** | Management contract or compensatory plan or arrangement.
| † | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| †† | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The Company hereby agrees to furnish a copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| BGSF, INC.
|  | /s/ Kelly Brown
| Name: | Kelly Brown
| Title: | Co-Chief Executive Officer
|  | (Principal Executive Officer)
|  | /s/ Keith Schroeder
| Name: | Keith Schroeder
| Title: | Co-Chief Executive Officer, Chief Financial Officer and Secretary
|  | (Principal Executive Officer and Principal Financial Officer)

Date: May 14, 2025