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BGSF, INC.

For the period ended Jun 28, 2026. Filed Aug 5, 2026.

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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.

Jun 28, 2026 · Filed Aug 5, 2026

BGSF$3.93+14.2%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

NOTE 1 -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 currently has the ability to service all states and D.C., and provide office and maintenance field talent 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 seasonality of client partners’ business, as well as the number of billing days in a quarter. 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 alternatives 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.

NOTE 2 -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 June 28, 2026 and December 28, 2025, and include the thirteen and twenty-six week periods ended June 28, 2026 and June 29, 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 invests 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 June 28, 2026 and December 28, 2025 or revenue for the twenty-six week periods ended June 28, 2026 and June 29, 2025. Geographic revenue 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:

Twenty-six Weeks Ended
June 28,2026June 29,2025
Texas23%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. 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 are as follows (in thousands):

Thirteen Weeks EndedTwenty-six Weeks Ended
June 28,2026June 29,2025June 28,2026June 29,2025
Beginning balance$1,156$1,000$1,156$910
Provision for credit losses1181,4582141,656
Amounts written off(275)(1,348)(405)(1,460)
Recoveries794611350
Ending balance$1,078$1,156$1,078$1,156

Property and Equipment

Property and equipment are stated net of accumulated depreciation of $1.4 million and $1.3 million at June 28, 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 June 28, 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 is stated net of accumulated amortization of $3.4 million and $3.1 million at June 28, 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 wereno 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 toten 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 fully paid and retired 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 were 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 wereno unsatisfied performance obligations as of June 28, 2026 or December 28, 2025. There wereno revenues recognized during the twenty-six week period ended June 28, 2026 or June 29, 2025 related to performance obligations satisfied or partially satisfied in previous periods. There areno contract costs capitalized. The Company did not recognize any contract impairments during the twenty-six week period ended June 28, 2026 or June 29, 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. Common stock options or restricted stock are measured at fair value at the grant date using the market price of the Company’s common stock.

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 are 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 · Twenty-six Weeks Ended
June 28,2026 · June 29,2025 · June 28,2026 · June 29,2025
Weighted-average number of common shares outstanding:10,58611,01910,61410,986
Weighted-average number of diluted common shares outstanding10,58611,01910,61410,986
Stock options and restricted stock662790662790
Convertible note—255—255
Antidilutive shares6621,0456621,045

Income Taxes

The effective tax rate from continuing operations was 12% and 23% for the thirteen week periods ended June 28, 2026 and June 29, 2025, respectively. The effective tax rate from continuing operations was 11% and 22% for the twenty-six week periods ended June 28, 2026 and June 29, 2025, respectively. Although both fiscal periods consisted of a federal benefit at statutory rates, Fiscal 2026 had a lower state tax 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 June 28, 2026 and December 28, 2025, the Company carried a valuation allowance of $1.5 million related to capital losses and stock-based compensation from the sale of BGSF Professional.

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 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.

NOTE 3 -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 · Twenty-six Weeks Ended
Revenue$40,268$82,619
Cost of services28,02457,015
Gross profit12,24425,604
Selling, general, and administrative expenses10,00019,907
Depreciation and amortization1,3362,678
Income from discontinued operations before taxes$908$3,019

NOTE 4 -FAIR VALUE MEASUREMENTS

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

Quoted Prices In Active Markets for Identical Assets · Significant Other Observable Inputs · Significant Unobservable Inputs
(Level 1)(Level 2)(Level 3)Fair Value
Treasury securities$8,509$—$—$8,509
Total$8,509$—$—$8,509

NOTE 5 -OTHER CURRENT ASSETS

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

June 28,2026December 28,2025
CARES Act receivable$—$280
Income tax receivable445457
State payroll tax receivable322322
Federal payroll tax receivable333399
Total$1,100$1,458

NOTE 6 -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):

June 28,2026December 28,2025
Weighted average remaining lease term of continuing operating leases2.5 years2.6 years
Weighted average discount rate for continuing operating leases8.4%8.3%

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

Twenty-six Weeks Ended
June 28,2026June 29,2025
Cash paid for continuing operating leases$224$303
Continuing operating lease expense$201$270

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

2026(remaining)$225
2027122
202894
202996
203024
Total lease payments561
Imputed interest(55)
Present value of lease liabilities$506

NOTE 7 -INTANGIBLE ASSETS

Intangible assets are stated net of accumulated amortization of $2.7 million and $3.0 million at June 28, 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 EndedTwenty-six Weeks Ended
June 28,2026June 29,2025June 28,2026June 29,2025
Computer software - amortization expense$155$230$288$530
Total expense$155$230$288$530

NOTE 8 -ACCRUED PAYROLL AND EXPENSES

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

June 28,2026December 28,2025
Payroll$1,379$1,047
Payroll related1,3971,218
Vendor services952824
Bonuses and commissions531664
State and local non-income taxes181256
Other275432
Accrued payroll and expenses$4,715$4,441

NOTE 9 -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 June 28, 2026 or December 28, 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.

NOTE 10 –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 227,118 shares at a weighted average price of $5.13 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 June 28, 2026, the Company has approximately $2.3 million available for repurchases under this program.

Restricted Stock

The Company issued net restricted common stock of 35,225 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 athree-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.

NOTE 11 –SHARE-BASED COMPENSATION

Stock Options

For the thirteen week periods ended June 28, 2026 and June 29, 2025, the Company recognized $0.1 millionof compensation expense from continuing operations related to stock options, respectively. For the twenty-six week periods ended June 28, 2026 and June 29, 2025, the Company recognized $0.2 million and $0.1 million, respectively, of compensation expense from continuing operations related to stock options. Unamortized share-based compensation expense from continuing operations as of June 28, 2026 amounted to $0.7 million which is expected to be recognized over the next 1.7 years. As of June 28, 2026, a total of 1.2 million shares remain available for issuance under 2013 Plan. A summary of stock option activity is presented as follows:

Number ofSharesWeighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Awards (in thousands)
Options outstanding at December 28, 2025668,499$13.525.2$52
Forfeited / Expired(6,000)$—
Options outstanding at June 28, 2026662,499$13.554.7$103
Options exercisable at December 28, 2025590,294$14.364.7$52
Options exercisable at June 28, 2026585,094$14.404.2$103
Number ofSharesWeighted Average Grant Date Fair Value
Non-vested outstanding at December 28, 202578,205$3.45
Non-vested outstanding at June 28, 202677,405$3.44

Restricted Stock

For the thirteen week periods ended June 28, 2026 and June 29, 2025, the Company recognized $0.1 million of compensation expense from continuing operations related to restricted stock awards. For the twenty-six week periods ended June 28, 2026 and June 29, 2025, the Company recognized $0.2 million of compensation expense related to restricted stock awards. Unamortized share-based compensation expense as of June 28, 2026 amounted to $0.5 million which is expected to be recognized over the next 1.8 years. A summary of restricted stock activity is presented as follows:

Number ofSharesWeighted Average Exercise Price Per Share
Restricted outstanding at December 28, 2025129,232$5.96
Issued35,225$5.32
Vested(29,129)$6.28
Restricted outstanding at June 28, 2026135,328$5.73
Non-vested outstanding at December 28, 2025129,232$5.96
Non-vested outstanding at June 28, 2026135,328$5.73

NOTE 12 -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 June 28, 2026 and June 29, 2025, respectively. The Company contributed $0.2 million from continuing operations, respectively, to the 401(k) Plan for the twenty-six week periods ended June 28, 2026 and June 29, 2025.

NOTE 13 -BUSINESS SEGMENT

The Company has continuing operations throughone 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 currently has the ability to service all U.S. states and D.C., and provide 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 · 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$43,279
Contingent placements8265061,5121,110
Revenue22,31323,50643,19444,389
Compensation and related14,35415,05827,78628,344
Other41388075
Gross profit7,9188,41015,32815,970
Selling:
Compensation4,1674,1958,6008,121
Advertising, occupancy, and travel500447935825
Software, insurance, and professional fees539296951669
Other2791,8065162,176
Contributions to overhead2,4331,6664,3264,179
General and administrative:
Compensation1,4632,1843,0334,245
Software6338281,2111,525
Professional fees4865699851,111
Strategic alternatives review3851,6138681,634
Other4766396341,274
Gain on contingent consideration—(450)—(450)
Depreciation and amortization180259338588
Operating loss(1,190)(3,976)(2,743)(5,748)
Interest income (expense), net238(1,877)234(3,023)
Income tax benefit from continuing operations1181,3642861,953
Loss from continuing operations$(834)$(4,489)$(2,223)$(6,818)
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