BGSF, INC.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers (“Co-CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Co-CEO's and CFO have concluded that, as of the end of such period, our disclosure controls and procedures are effective, at a reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Co-CEO's and CFO, as appropriate to allow timely decisions regarding required disclosure.

As previously reported, management had identified a deficiency in our internal control over financial reporting related to the verification of customer-approved time prior to billing within certain revenue streams of the Company’s Professional segment presented as discontinued operations and sold during third quarter of 2025 with no revenue impact on continuing operations.

As described below, management believes this material weakness has been effectively remediated. Remediation efforts included enhancements to and formalization of control procedures; however, the Company notes that its overall control framework over revenue recognition for continuing operations was effective in the prior year and has remained in place. These actions further strengthen the Company’s internal control environment.

Remediation Steps to Address the Material Weakness

Since identifying the material weakness related to our internal control over financial reporting, which was related to verification of customer-approved time prior to billing within certain revenue streams of the Company’s Professional segment, we have taken steps to strengthen the control function related to the financial closing process. These steps included enhancing the design of certain management review controls and providing training regarding internal control processes. Management believes that these efforts have effectively remediated the material weaknesses. We will continue to monitor the effectiveness of these and other processes, procedures, and controls and will make any further changes that management determines to be appropriate.

Changes in Internal Controls Over Financial Reporting

For the fiscal quarter ended March 29, 2026, there have been no changes in our internal control over financial reporting for continuing operations identified in connection with the evaluations required by Rule 13a-15(d) or Rule 15d-15(d) under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Co-CEO's and our CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.