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BGSF, INC.

For the period ended Mar 29, 2026. Filed May 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 29, 2026 · Filed May 6, 2026

BGSF$3.44-2.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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)

Delaware26-0656684
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification 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 Filerþ
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☐ Noþ

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockBGSFNYSE

As of May 4, 2026 there were 11,243,967 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I · FINANCIAL INFORMATION
Item 1.Financial Statements4
Unaudited Consolidated Balance Sheets4
Unaudited Consolidated Statements of Operations5
Unaudited Consolidated Statements of Changes in Stockholders' Equity6
Unaudited Consolidated Statements of Cash Flows8
Notes to Unaudited Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 3.Quantitative and Qualitative Disclosures About Market Risk26
Item 4.Controls and Procedures26
PART IIOTHER INFORMATION27
Item 1.Legal Proceedings28
Item 1A.Risk Factors28
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds28
Item 3.Defaults Upon Senior Securities28
Item 4.Mine Safety Disclosures28
Item 5.Other Information28
Item 6.Exhibits28

Forward-Looking Statements

This Quarterly Report on Form-10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including, but not limited to, statements regarding:

future financial performance and growth targets or expectations;

market and industry trends and developments; and

the benefits of our completed and future merger, acquisition and disposition transactions.

You can identify these and other forward-looking statements by the use of words such as “aim,” “potential,” “may,” “could,” “can,” “would,” “might,” “likely,” “will,” “expect,” “intend,” “plan,” “predict,” “ongoing,” “project,” “budget,” “scheduled,” “estimate,” “anticipate,” “believe,” “forecast,” “committed,” “future” or “continue” or the negative thereof or similar variations.

These forward-looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q and our current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include:

the availability of field talents’ workers' compensation insurance coverage at commercially reasonable terms;

insurance coverage may not be adequate for our needs (including but not limited to general liability, crime, fiduciary, property, umbrella and excess, and cybersecurity);

the availability of qualified field talent;

compliance with federal, state, local labor and foreign labor and employment laws and regulations and changes in such laws and regulations;

the ability to compete with new competitors and competitors with superior marketing and financial resources;

management team changes;

the favorable resolution of current or future litigation;

the ability to obtain new financing to fund our operations if it becomes necessary;

the impact of, and the ability to mitigate or manage disruptions posed by pandemics;

adverse changes in the economic conditions of the industries or markets that we serve;

disturbances in world financial, credit, and stock markets;

unanticipated changes in regulations affecting our business;

a decline in consumer confidence and discretionary spending;

inflationary pressures and our responses thereto;

the general performance of the U.S. and global economies;

continued or escalated conflict in the Middle East or elsewhere;

the impact of the use of AI-powered sales and recruiting technologies;

the impact of any cost restructuring plans;

the impact of any strategic alternatives review process; the impact the sale of BGSF’s Professional segment may have on BGSF’s operations, team members, field talent, client partners, and other constituents; and

other risks referenced from time to time in our past and future filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date hereof.

Where You Can Find Other Information

Our website is www.bgsf.com. Information contained on our website is not part of this Quarterly Report on Form 10-Q. Information that we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to or exhibits included in these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. These reports and other information, including exhibits filed or furnished therewith, are also available at the SEC’s website at www.sec.gov.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.