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Form 8-K

sec.gov

8-K — BGSF, INC.

Accession: 0001474903-26-000071

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001474903

SIC: 7363 (SERVICES-HELP SUPPLY SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bgsf-20260805.htm (Primary)

EX-99.1 (ex991q22026earnings.htm)

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8-K

8-K (Primary)

Filename: bgsf-20260805.htm · Sequence: 1

bgsf-20260805

0001474903FalseFY2026BGSF, INC.00014749032026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 5, 2026

BGSF, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-36704 26-0656684

(State or Other Jurisdiction of

Incorporation) (Commission File Number) (I.R.S. Employer Identification

Number)

14901 Quorum Drive,Suite 800

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

(972) 692-2400

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock BGSF NYSE

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, BGSF, Inc. (the "Company") issued a press release regarding its financial results for the second fiscal quarter ended June 28, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company is making reference to non-GAAP financial information in the press release and the related conference call, and a reconciliation of GAAP to non-GAAP results is provided in the press release.

Item 7.01 Regulation FD Disclosure.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1

Earnings release dated

August 5, 2026

104.0 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

BGSF, INC.

Date: August 5, 2026 /s/ Keith Schroeder

Name: Keith Schroeder

Title: Co-Chief Executive Officer, Chief Financial Officer and Secretary

(Co-Principal Executive Officer and Principal Financial Officer)

EX-99.1

EX-99.1

Filename: ex991q22026earnings.htm · Sequence: 2

Document

BGSF, Inc. Reports Second Quarter 2026 Financial Results

DALLAS, Texas – (August 5, 2026) – BGSF, Inc. (NYSE: BGSF), a leading provider of workforce solutions for the specialized Property Management industry, today reported financial results for the second fiscal quarter ended June 28, 2026.

Q2 2026 Highlights from Continuing Operations

•Revenues were $22.3 million for Q2, compared to $23.5 million from prior year quarter, driven by lower billable hours in the current year compared to prior year.

•Gross profit was $7.9 million for Q2, compared to $8.4 million in prior year quarter, which is in line with revenues.

•Net loss was $0.8 million, or $0.08 per diluted share for Q2, compared to a net loss of $4.5 million, or $0.41 per diluted share in the prior year quarter. The decrease is primarily driven by a reduction in selling, general, and administrative expenses.

•Adjusted EBITDA1 loss was $0.3 million (1% of revenues) in Q2, compared to loss of $1.2 million (5% of revenues) in the prior year quarter.

•Adjusted EPS1 loss was $0.02 for Q2, compared with Adjusted EPS1 loss of $0.10 in the prior year quarter.

SUMMARY OF FINANCIAL RESULTS FROM CONTINUING OPERATIONS

(dollars in thousands, except per share) (unaudited)

For the Thirteen Week Periods Ended

June 28,

2026 June 29,

2025

Revenues $ 22,313  $ 23,506

Gross profit $ 7,918  $ 8,410

Gross profit percentage 35.5  % 35.8  %

Operating loss $ (1,190) $ (3,976)

Net loss $ (834) $ (4,489)

Net loss per diluted share $ (0.08) $ (0.41)

Non-GAAP Financial Measures:

Adjusted EBITDA1

$ (298) $ (1,153)

Adjusted EBITDA Margin (% of revenue)1

(1) % (5) %

Adjusted EPS1

$ (0.02) $ (0.10)

1 Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures as defined and reconciled below.

Co-Chief Executive Officer and Chief Financial Officer, Keith Schroeder, said, “The second quarter of 2026 was our first reporting period following the conclusion of the Transition Services Agreement (“TSA”) with INSPYR at the end of March. We took this opportunity to continue to streamline the organization by simplifying our operations in both front office and back office as well as continuing to make organizational realignments as necessary to reduce costs.

“As we head into our seasonally strongest third quarter, we look forward to realizing the benefits of all of these strategic actions, including enhanced revenue, more effective operations and lower overall support costs.”

Co-Chief Executive Officer and Property Management President, Kelly Brown, commented, “We continue to enhance and improve our many tools in order to provide superior customer service during this busy third quarter. Our usage of AI tools in screening, onboarding, and matching is continually being expanded, improved, and enhanced.

“Our PropTech services strategy continues to gain momentum and is building a solid sales funnel for the coming year.”

Conference Call

BGSF will discuss its second quarter 2026 financial results during a conference call and webcast at 9:00 a.m. ET on August 6, 2026. Interested participants may dial 1-844-481-3017 (Toll Free) or 1-412-317-1882 (International) and ask to be included in the BGSF call. A call replay will be available until August 13, 2026. To access the replay, please dial 1-855-669-9658 (Toll Free), or 1-412-317-0088 (International) and enter access code 2412265. The live webcast and archived replay are accessible from the investor relations section of the Company’s website at https://investor.bgsf.com/events-and-presentations/default.aspx

About BGSF

BGSF provides best-in-class property management resources and solutions to growing apartment and luxury communities, as well as commercial properties, and was awarded Supplier Company of the Year by the National Apartment Association in recent years. Through its exclusive and semi-exclusive agreements with some of the largest property management companies in North America, BGSF offers differentiated advantages to clients, including trained talent and unique technological platforms that seek to maximize efficiencies in the growing residential and commercial leased property industries. For more information on the Company and its services, please visit its website at www.bgsf.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding BGSF’s expectations, hopes, beliefs, intentions, plans, prospects, or strategies regarding the future revenue and the business plans of BGSF’s management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of BGSF considering their respective experience

and perception of historical trends, current conditions, and expected future developments and their potential effects on BGSF as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting BGSF will be those anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the mix of services or solutions utilized by BGSF’s client partners and such client partners’ needs for these services or solutions, market acceptance of new offerings of services or solutions, the ability of BGSF to expand what it does for existing client partners as well as to add new client partners, whether BGSF will have sufficient capital to operate as anticipated, the impact of the use of AI-powered technologies and the timing of their availability, the impact of our strategic initiatives and cost reductions, the demand for BGSF’s services and solutions, economic activity in BGSF’s industry and in general, and certain risks, uncertainties, and assumptions described in BGSF’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. BGSF undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.

CONTACT:

Steven Hooser or Sandy Martin

Three Part Advisors

ir@BGSF.com 214.872.2710 or 214.616.2207

Source: BGSF, Inc.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

June 28,

2026 December 28, 2025

ASSETS

Current assets

Cash and cash equivalents $ 9,718  $ 19,018

Short-term investments 8,509  —

Accounts receivable (net of allowance for credit losses of $1,078 and $1,156, respectively)

11,944  11,898

Escrow receivable 1,450  4,950

Prepaid expenses 1,267  1,126

Other current assets 1,100  1,458

Total current assets 33,988  38,450

Property and equipment, net 259  244

Other assets

Deposits 1,915  1,938

Software as a service, net 2,721  3,002

Deferred income taxes, net 9,807  9,496

Right-of-use asset - operating leases, net 454  630

Intangible assets, net 2,715  3,003

Goodwill 1,074  1,074

Total other assets 18,686  19,143

Total assets $ 52,933  $ 57,837

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable $ 258  $ 503

Accrued payroll and expenses 4,715  4,441

Transition services payable 1,010  3,064

Income taxes payable 3  76

Note payable 102  449

Severance payable, current portion 288  392

Lease liabilities, current portion 274  409

Total current liabilities 6,650  9,334

Severance payable, less current portion —  100

Lease liabilities, less current portion 232  298

Total liabilities 6,882  9,732

Commitments and contingencies

Preferred stock, $0.01 par value per share, 500,000 shares authorized, -0- shares issued and outstanding

—  —

Common stock, $0.01 par value per share; 19,500,000 shares authorized 11,262,422 and 11,227,197 shares issued, respectively, and 10,680,174 and 10,872,067 outstanding, respectively

113  112

Additional paid in capital 71,861  71,445

Accumulated deficit (23,179) (21,874)

Treasury stock of 582,248 and 355,130 shares, respectively

(2,744) (1,578)

Total stockholders’ equity 46,051  48,105

Total liabilities and stockholders’ equity $ 52,933  $ 57,837

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share and dividend amounts)

For the Thirteen and Twenty-six Week Periods Ended June 28, 2026 and June 29, 2025

Thirteen Weeks Ended Twenty-six Weeks Ended

2026 2025 2026 2025

Revenues $ 22,313  $ 23,506  $ 43,194  $ 44,389

Cost of services 14,395  15,096  27,866  28,419

Gross profit 7,918  8,410  15,328  15,970

Selling, general, and administrative expenses 8,928  12,577  17,733  21,580

Gain on contingent consideration —  (450) —  (450)

Depreciation and amortization 180  259  338  588

Operating loss (1,190) (3,976) (2,743) (5,748)

Interest income (expense), net 238  (1,877) 234  (3,023)

Loss before income taxes from continuing operations (952) (5,853) (2,509) (8,771)

Income tax benefit from continuing operations 118  1,364  286  1,953

Loss from continuing operations (834) (4,489) (2,223) (6,818)

Income from discontinued operations:

Income —  908  —  3,019

Gain on sale —  —  918  —

Income tax expense —  (155) —  (659)

Net loss $ (834) $ (3,736) $ (1,305) $ (4,458)

Net (loss) income per share - basic and diluted:

Net loss from continuing operations $ (0.08) $ (0.41) $ (0.21) $ (0.62)

Net income from discontinued operations:

Income —  0.08  —  0.27

Gain on sale —  —  0.09  —

Income tax expense —  (0.01) —  (0.06)

Net loss per share - basic and diluted $ (0.08) $ (0.34) $ (0.12) $ (0.41)

Weighted-average shares outstanding:

Basic and diluted 10,586  11,019  10,614  10,986

PROPERTY MANAGEMENT SEGMENT

(dollars in thousands) (unaudited)

Thirteen Weeks Ended Twenty-six Weeks Ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Contract field talent $ 21,487  $ 23,000  $ 41,682  $ 43,279

Contingent placements 826  506  1,512  1,110

Revenue 22,313  23,506  43,194  44,389

Compensation and related 14,354  15,058  27,786  28,344

Other 41  38  80  75

Gross profit 7,918  8,410  15,328  15,970

Selling:

Compensation 4,167  4,195  8,600  8,121

Advertising, occupancy, and travel 500  447  935  825

Software, insurance, and professional fees 539  296  951  669

Other 279  1,806  516  2,176

Contributions to overhead 2,433  1,666  4,326  4,179

General and administrative:

Compensation 1,463  2,184  3,033  4,245

Software 633  828  1,211  1,525

Professional fees 486  569  985  1,111

Strategic alternatives review 385  1,613  868  1,634

Other 476  639  634  1,274

Gain on contingent consideration —  (450) —  (450)

Depreciation and amortization 180  259  338  588

Operating loss (1,190) (3,976) (2,743) (5,748)

Interest income (expense), net 238  (1,877) 234  (3,023)

Income tax benefit from continuing operations 118  1,364  286  1,953

Loss from continuing operations $ (834) $ (4,489) $ (2,223) $ (6,818)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Twenty-six Week Periods Ended June 28, 2026 and June 29, 2025

2026 2025

Cash flows from operating activities

Net loss $ (1,305) $ (4,458)

Net income from discontinued operations (918) (2,360)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation 50  58

Amortization 288  530

Software as a service 281  425

Loss on disposal of property and equipment —  6

Contingent consideration adjustment —  (450)

Amortization of debt issuance costs —  598

Interest expense on note payable —  93

Provision for credit losses 214  1,656

Share-based compensation 417  305

Deferred income taxes (311) (1,378)

Other non-cash items (29) —

Net changes in operating assets and liabilities:

Accounts receivable (259) 1,851

Escrow receivable 3,500  —

Prepaid expenses (142) (87)

Other current assets 345  (393)

Deposits 23  8

Transition services payable (2,054) —

Accounts payable (245) 1,288

Accrued payroll and expenses 274  3,263

Accrued interest —  287

Income taxes receivable (61) (384)

Severance payable (205) —

Operating leases (23) (33)

Other long-term liabilities —  2,137

Net cash (used in) provided by continuing operating activities (160) 2,962

Net cash provided by discontinued operating activities —  253

Net cash (used in) provided by operating activities (160) 3,215

Cash flows from investing activities

Proceeds from business sold 918  —

Purchases of short-term investments (17,377) —

Proceeds from sale of short-term investments 8,897  —

Capital expenditures (65) (13)

Net cash used in continuing investing activities (7,627) (13)

Net cash used in discontinued investing activities —  (63)

Net cash used in investing activities (7,627) (76)

Cash flows from financing activities

Net borrowings under line of credit —  1,604

Principal payments on long-term debt —  (1,913)

Issuance of ESPP shares —  134

Note payable paid (347) —

Repurchase of common stock (1,166) —

Payments of debt issuance costs —  (29)

Net cash used in financing activities (1,513) (204)

Net change in cash and cash equivalents (9,300) 2,935

Less: net change in cash and cash equivalents, discontinued operations —  190

Cash and cash equivalents, beginning of period 19,018  32

Cash and cash equivalents, end of period, continuing operations $ 9,718  $ 2,777

Supplemental cash flow information:

Cash paid for interest $ 50  $ 2,048

Cash paid for state taxes, net of refunds $ 81  $ 354

NON-GAAP FINANCIAL MEASURES

The financial results of BGSF, Inc. are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the U.S. Securities and Exchange Commission. To help the readers understand our financial performance, we supplement our GAAP financial results with Adjusted EBITDA and Adjusted EPS.

A non-GAAP financial measure is a numerical measure of a company's financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows of a company. Adjusted EBITDA and Adjusted EPS are not measurements of financial performance under GAAP and should not be considered as alternatives to net income, net income per diluted share, operating income, or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities or measures of our liquidity. We believe that Adjusted EBITDA and Adjusted EPS are useful performance measures and are used by us to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone.

We define “Adjusted EBITDA" as earnings before interest (income) expense, income taxes, depreciation and amortization expense, costs associated with the evaluation of potential strategic alternatives (“strategic alternatives review”), software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance.

We define “Adjusted EPS” as diluted earnings per share eliminating interest (income) expense, depreciation, and amortization expense, the strategic alternatives review, software as a service costs, and certain non-cash expenses such as share-based compensation expense, as well as certain specific events that management does not consider in assessing our on-going operating performance, net of the respective income tax effect.

Reconciliation of Net Loss to Adjusted EBITDA

(dollars in thousands)

Thirteen Weeks Ended Twenty-six Weeks Ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Loss from continuing operations $ (834) $ (4,489) $ (2,223) $ (6,818)

Income tax benefit (118) (1,364) (286) (1,953)

Interest (income) expense, net (238) 1,877  (234) 3,023

Operating loss (1,190) (3,976) (2,743) (5,748)

Depreciation and amortization 180  259  338  588

Gain on contingent consideration —  (450) —  (450)

Share-based compensation 187  137  417  305

Strategic alternatives review 385  1,613  868  1,634

Software as a service1

140  284  281  425

Aged receivable adjustment —  980  —  1,070

Adjusted EBITDA from continuing operations (298) (1,153) (839) (2,176)

Adjusted EBITDA Margin (% of revenue) (1) % (5) % (2) % (5) %

Gain on sale —  —  918  —

Income from discontinued operations —  753  918  2,360

Adjustments to discontinued operations2

—  1,506  —  3,370

Adjusted EBITDA from discontinued operations —  2,259  918  5,730

Adjusted EBITDA, net $ (298) $ 1,106  $ 79  $ 3,554

1 We capitalize direct costs incurred in cloud computing implementation from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general, and administrative expenses.

2 Adjusted EBITDA from discontinued operations for the thirteen and twenty-six weeks ended June 29, 2025 includes $1.3 million and $2.7 million of depreciation and amortization, respectively, and $0.2 million and $0.7 million of income tax expense, respectively.

Reconciliation of Net Loss EPS to Adjusted EPS

Thirteen Weeks Ended Twenty-six Weeks Ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Loss from continuing operations per diluted share $ (0.08) $ (0.41) $ (0.21) $ (0.62)

Income tax benefit (0.01) (0.12) (0.03) (0.18)

Interest (income) expense, net (0.02) 0.17  (0.02) 0.28

Operating loss (0.11) (0.36) (0.26) (0.52)

Depreciation and amortization 0.02  0.02  0.03  0.05

Gain on contingent consideration —  (0.04) —  (0.04)

Share-based compensation 0.02  0.01  0.04  0.03

Strategic alternatives review 0.04  0.15  0.08  0.15

Software as a service1

0.01  0.03  0.03  0.04

Aged receivable adjustment —  0.09  —  0.10

Adjusted EPS from continuing operations (0.02) (0.10) (0.08) (0.19)

Adjusted EPS from discontinued operations —  0.21  0.09  0.54

Adjusted EPS $ (0.02) $ 0.11  $ 0.01  $ 0.35

1 We capitalize direct costs incurred in cloud computing implementation from hosting arrangements, which are reported as a Software as a service and are expensed as incurred in selling, general, and administrative expenses.

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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