BGSF, INC.

Named Executive Officers

Our named executive officers for Fiscal 2025 are:

•Keith Schroeder, our Co-Chief Executive Officer and Chief Financial Officer starting March 2025; and

•Kelly Brown, our Co-Chief Executive Officer starting July 2025; and

•Beth Garvey, Chair, President and Chief Executive Officer until July 2025; and

•John R. Barnett, Chief Financial Officer and Secretary until March 2025.

Throughout this section, the term “named executive officer” is intended to refer to the individuals identified above. During Fiscal 2025, we had four executive officers, each of whom is set forth above.

Summary Compensation Table

The following table presents compensation information for our named executive officers with respect to Fiscal 2025 and 2024.

(*)The amounts reflect the dollar amounts recognized for financial statement reporting purposes in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 15 Share-based Compensation to the audited consolidated financial statements included in this Annual Report on Form 10-K.

(1)Represents the matching 401(k) contributions made by us.

Agreements with Executive Officers

Co-Chief Executive Officer and Chief Financial Officer

We executed an employment agreement, effective February 24, 2025, with Keith Schroeder pursuant to which Mr. Schroeder serves as our Chief Financial Officer and Secretary through December 31, 2027. The agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms. Mr. Schroeder’s annual compensation is evaluated annually. Effective February 24, 2025, Mr. Schroeder’s annual salary was $350,000. In July 2025, he was appointed the role of Interim-Co Chief Executive Officer and in 2026, he was appointed as Co-Chief Executive Officer.

Mr. Schroeder is eligible to receive an annual cash bonus based on achieving certain adjusted EBITDA levels (as defined by the Compensation Committee) and, except as stated in his employment agreement, provided that Mr. Schroeder is in our employment on the last day of the fiscal year. Moreover, if certain acquisitions occur during his employment period, and Mr. Schroeder will receive a bonus equal to 1% of the acquired company’s adjusted EBITDA, as determined by the Board, for the first 12 months after the acquisition’s closing date. The Compensation Committee may also grant discretionary bonuses.

In the event that Mr. Schroeder’s employment is terminated by us without cause or by Mr. Schroeder for good reason, Mr. Schroeder will receive as severance installments equal to twelve months of base salary plus COBRA premiums for eighteen months for Mr. Schroeder and his dependents. In the event that Mr. Schroeder’s employment is terminated without cause or by Mr. Schroeder within one year of a change in control, Mr. Schroeder will receive his base salary and COBRA premiums for eighteen months for him and his dependents. Mr. Schroeder will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements. The severance is contingent upon Mr. Schroeder’s execution of a separation agreement including a general release. In the event that Mr. Schroeder’s employment is terminated by us for cause, or by Mr. Schroeder other than for good reason, we will pay to Mr. Schroeder any monthly salary, bonus, unused vacation, and expense reimbursements, earned or due to Mr. Schroeder but unpaid.

We and Mr. Schroeder have also entered into a confidentiality, non-solicitation, noninterference and non-competition agreement. Pursuant to the agreement, Mr. Schroeder generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period of eighteen months following his termination, not to solicit our client partners, interfere with our client partner and supplier relationships, or solicit our team members. Mr. Schroeder also agrees not to compete with us for a period of twelve months after termination.

Mr. Schroeder was granted stock options or restricted stock in Fiscal 2025 as further described under “Outstanding Equity Awards” below.

Co-Chief Executive Officer

In July 2025, Kelly Brown was appointed the role of Interim-Co Chief Executive Officer. We executed an employment agreement, effective February 24, 2026, with Ms. Brown pursuant to which she serves as our President of Property Management Division through December 31, 2027. The agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms. Ms. Brown’s annual compensation is evaluated annually. Effective February 24, 2026, Ms. Brown’s annual salary was $375,000. In 2026, she was appointed as Co-Chief Executive Officer .

Ms. Brown is eligible to receive an annual cash bonus based on achieving certain adjusted EBITDA levels (as defined by the Compensation Committee) and, except as stated in her employment agreement, provided that Ms. Brown is in our employment on the last day of the fiscal year. Moreover, if certain acquisitions occur during her employment period, and Ms. Brown will receive a bonus equal to 1% of the acquired company’s adjusted EBITDA, as determined by the Board, for the first 12 months after the acquisition’s closing date. The Compensation Committee may also grant discretionary bonuses.

In the event that Ms. Brown’s employment is terminated by us without cause or by Ms. Brown for good reason, Ms. Brown will receive as severance installments equal to twelve months of base salary plus COBRA premiums for eighteen months for Ms. Brown and her dependents. In the event that Ms. Brown’s employment is terminated without cause or by Ms. Brown within one year of a change in control, Ms. Brown will receive her base salary and COBRA premiums for eighteen months for her and her dependents. Ms. Brown will also generally be entitled to receive any bonus payable but unpaid, payment for unused vacation days, and unpaid reimbursements. The severance is contingent upon Ms. Brown’s execution of a separation agreement including a general release. In the event that Ms. Brown’s employment is terminated by us for cause, or by Ms. Brown other than for good reason, we will pay to Ms. Brown any monthly salary, bonus, unused vacation, and expense reimbursements, earned or due to Ms. Brown but unpaid.

We and Ms. Brown have also entered into a confidentiality, non-solicitation, noninterference and non-competition agreement. Pursuant to the agreement, Ms. Brown generally agrees not to disclose our confidential information (as defined in the agreement) and, for a period of eighteen months following her termination, not to solicit our client partners, interfere with our client partner and supplier relationships, or solicit our team members. Ms. Brown also agrees not to compete with us for a period of twelve months after termination.

Ms. Brown was granted stock options or restricted stock in Fiscal 2025 as further described under “Outstanding Equity Awards” below.

Beth Garvey resigned as Chair, President and Chief Executive Officer effective July 1, 2025 to purse other interests. In connection with Ms. Garvey’s resignation, on June 14, 2025, B G Staff Services, Inc., a subsidiary of the Company, and Ms. Garvey entered into a Separation Agreement providing for, among other things, and subject to the execution and delivery by Ms. Garvey of a mutual release and her compliance with the obligations under the Separation Agreement, salary continuation payments for 12 months, COBRA reimbursement for up to 18 months, full vesting of outstanding options and restricted shares of common stock, vested options to remain exercisable until their expiration, and additional severance of $ 300,000. Ms. Garvey was not granted stock options or restricted stock in Fiscal 2025 as further described under “Outstanding Equity Awards” below.

John Barnett resigned as Chief Financial Officer and Secretary effective March 17, 2025, and acted as an advisor with BGSF through September 15, 2025. Mr. Barnett’s resignation was part of the Company’s leadership succession plan. Mr. Barrett was not granted stock options or restricted stock in Fiscal 2025 and had no outstanding vested equity awards as of December 28, 2025.

2013 Long-Term Incentive Plan

In December 2013, the Board adopted the 2013 Plan. Under the 2013 Plan team members, directors and consultants may receive incentive stock options and other awards. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the 2013 Plan, of which 1,273,015 shares remain available for issuance as of December 28, 2025.

The term of each option is determined by the Board but cannot exceed 10 years. Unless otherwise specified in an option agreement, options vest and become exercisable on the following schedule: 20% immediately and 20% on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value.

For more details on our 2013 Plan, see our registration statement on Form S-8 (File No. 333-193014) filed on December 20, 2013, Form S-8 (File No. 333-218869) filed on June 20, 2017, Form S-8 (File No. 333-251192) filed on December 8, 2020, Form S-8 (File No. 333-274809) filed on October 2, 2023, and Note 15 in the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.

2020 Employee Stock Purchase Plan (“2020 ESPP”)

In November 2020, the Board adopted and the shareholders approved the 2020 ESPP. Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period. As of December 28, 2025, 250,032 shares remain available for issuance.

For more details on our 2020 Plan, see our registration statement on Form S-8 (File No. 333-251193) filed on December 8, 2020, and Note 15 in the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.

Outstanding Equity Awards

The following table presents outstanding equity awards as of December 28, 2025.

(1)Incentive stock options will vest 8,333 on July 1, 2026 and 8,334 on July 1, 2027

(2)Incentive stock options will vest 1,000 on September 1, 2026 and 1,000 on September 1, 2027.

(3)Incentive stock options will vest 2,000 on August 3, 2026.

(4)Shares will vest 16,500 on July 1, 2026 and 17,000 on July 1, 2027.

Each option and stock award is subject to the condition that the optionee will have remained employed by the Company, or any one or more of its subsidiaries, through such vesting dates, and each option is further subject to the terms and conditions set forth in the 2013 Plan and in the applicable Stock Option Agreement.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is a current or former officer or team member of BGSF, Inc. or its subsidiaries. No executive officer of BGSF, Inc. served as a director or member of the compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Director Compensation

Set forth below is a summary of the components of compensation payable to our non-management directors.

Cash Compensation

We reimburse each member of our Board for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of our Board and any committees thereof, including, without limitation, reasonable travel, lodging and meal expenses. Each director who is not a team member or officer of the Company is entitled to (i) an annual retainer of $45,000 for their service on our Board, and (ii) an annual retainer of $5,000 for audit committee service.

(1)Cynthia Marshall resigned from our Board effective July 1, 2025.

Director Compensation for Fiscal 2025

The table below sets forth the compensation payable to our non-management directors for service during Fiscal 2025.

*The amounts reflect the dollar amounts recognized for financial statement reporting purposes in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 15 - Share-based Compensation to the audited consolidated financial statements included in this Annual Report on Form 10-K.

(1)Cynthia Marshall resigned from our Board effective July 1, 2025.