Executive Summary

Big 5 Sporting Goods did not publish Q3 2025 earnings as the company completed its go‑private merger on October 2, 2025, became a wholly owned subsidiary of Worldwide Sports Group Holdings, and initiated delisting and deregistration from Nasdaq/SEC reporting, removing the obligation to report quarterly results .
The fixed cash consideration to public shareholders was $1.45 per share; outstanding options/RSUs were cashed out per terms; the prior Bank of America credit facility was repaid and terminated at closing with liens released, eliminating early termination penalties .
Ahead of the merger, operating trends deteriorated: Q2 2025 net sales declined 7.5% year over year to $184.9M, gross margin contracted to 28.2%, and net loss widened to $24.5M ($1.11 per share) with negative Adjusted EBITDA of $14.7M, including merger costs and non‑cash impairments .
Q1 2025 similarly reflected macro/tariff/weather headwinds: net sales fell to $175.6M, comps −7.8%, gross margin 30.9%, and net loss of $17.3M ($0.78 per share); management guided Q2 to a larger loss and lower comps due to calendar shifts and consumer pressure .

What Went Well and What Went Wrong

What Went Well

Management progressed and subsequently closed the go‑private transaction, positioning the business for strategic support and capital under private ownership: “we are progressing toward an expected closing in the second half of 2025” (prior to closing) ; closing occurred October 2, 2025 with delisting steps initiated .
Inventory positioning was managed ahead of tariff risk and kept consistent year over year in Q2, mitigating near‑term cost impacts ; “we brought in extra product in advance of the tariffs, which should minimize any tariff impacts in the near term” .
Store base optimization: continued rationalization of underperformers with eight closures in Q1 and ~four planned in Q3 (no openings), refocusing resources on productive locations .

What Went Wrong

Demand softness and adverse calendar/weather drove broad sales and margin pressure: Q2 same‑store sales −6.1%, gross margin −120 bps YoY to 28.2% on lower merchandise margins and higher occupancy/distribution cost mix .
Operating deleverage and merger costs: Q2 selling and admin expense rose $3.2M YoY; Q2 net loss widened to $24.5M including ~$2.8M merger expenses and $1.3M store impairments; Adjusted EBITDA was −$14.7M .
Leverage and liquidity strain pre‑closing: Q2 ended with $71.4M drawn on the $150.0M credit facility and $4.9M cash, highlighting limited cushion during ongoing macro headwinds .

Financial Results

Metric	Q1 2025	Q2 2025	Q3 2025
Net Sales ($USD Millions)	$175.6	$184.9	N/A – no public report post-merger
Gross Profit ($USD Millions)	$54.3	$52.2	N/A – no public report post-merger
Gross Profit Margin %	30.9%	28.2%	N/A – no public report post-merger
Operating Loss ($USD Millions)	$(16.4)	$(23.2)	N/A – no public report post-merger
Net Loss ($USD Millions)	$(17.3)	$(24.5)	N/A – no public report post-merger
Diluted EPS ($)	$(0.78)	$(1.11)	N/A – no public report post-merger
Adjusted EBITDA ($USD Millions)	$(12.0)	$(14.7)	N/A – no public report post-merger
Same-Store Sales (%)	−7.8%	−6.1%	N/A – no public report post-merger

Segment breakdown: Not applicable; the company does not report segment revenue in its releases .

KPIs

KPI	Q1 2025	Q2 2025	Q3 2025
Store Count (#)	414	414	N/A – no public report post-merger
Planned Closures (next qtr)	~7 additional in FY after 8 in Q1	~4 expected in Q3	N/A – no public report post-merger
Revolver Borrowings ($MM)	$30.9	$71.4	N/A – repaid/terminated at closing
Cash ($MM)	$3.9	$4.9	N/A – no public report post-merger
Merchandise Inventories ($MM)	$293.7	$283.3	N/A – no public report post-merger

Guidance Changes

Metric	Period	Previous Guidance	Current/Outcome	Change
Same-Store Sales	Q2 2025	Down low‑ to mid‑single digits	−6.1% actual	Maintained; delivered near lower end
Net Loss per Basic Share (EPS)	Q2 2025	$(0.75) to $(0.90)	$(1.11) actual	Lower than guided (miss)
Store Openings/Closings	Q3 2025	Close ~4, no openings	Executed under private ownership (no public update)	Maintained (no public update)
FY2025 CapEx	FY 2025	$4–$7M (remodels/tech)	No change disclosed in Q2 PR	Maintained

Dividend guidance: Not discussed in Q1/Q2 releases; no Q3 public guidance due to merger .

Earnings Call Themes & Trends

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q3 2025)	Trend
Tariffs/Supply Chain	Brought in product ahead of tariffs to minimize near‑term impact; inventory timed earlier for spring/summer	No call; company private post‑merger	Preparedness improved; public commentary ceased
Macro/Consumer	Ongoing macro/geopolitical headwinds pressuring discretionary demand ; weather/calendar pressures	No call; company private post‑merger	Persistent headwinds; reporting discontinued
Merchandise Margins/Occupancy	Margin decline from mix/promotions and higher occupancy/distribution cost percentage	No call; company private post‑merger	Margin pressure ongoing; no public update
Store Optimization	8 closures Q1; additional closures planned (no openings)	Continued under private ownership (no public update)	Footprint rationalization continues
Legal/Regulatory (Merger/Listing)	Advancing toward merger closing	Merger closed, delisting, Form 25 then Form 15 to terminate reporting	Transition to private complete

Management Commentary

“Our second quarter results continue to reflect the challenging macroeconomic and geopolitical environment affecting consumer discretionary spending.” — Steven G. Miller, Chairman, President and CEO .
“We are progressing toward an expected closing in the second half of 2025, subject to customary closing conditions and stockholder approval.” — Steven G. Miller (pre‑closing) .
“We brought in extra product in advance of the tariffs, which should minimize any tariff impacts in the near term.” — Steven G. Miller (Q1 call) .

Post‑merger status and governance were formalized with amended charter/bylaws and Board changes at the Effective Time .

Q&A Highlights

Not available. The company did not hold or publish a public Q3 2025 earnings call; Q1 2025 transcript excerpts available in our records contained prepared remarks without accessible Q&A in retrieved sections .

Estimates Context

S&P Global consensus estimates for Q3 2025 could not be retrieved and are unavailable; post‑merger private status likely curtailed active coverage and reporting. Values retrieved from S&P Global were unavailable due to access limitations at this time.
For Q2 2025, management’s guidance implied a larger loss than the prior year; actual EPS of $(1.11) was below the guided range, suggesting estimates likely required downward revision after the print .

Key Takeaways for Investors

With the October 2, 2025 close and delisting, BGFV ceased public quarterly reporting; any Q3 2025 financials are not publicly available, and future performance will be assessed privately by new owners .
Operating momentum was negative into the merger: comps declines, margin compression, and rising operating losses/negative Adjusted EBITDA signaled ongoing consumer/tariff/occupancy headwinds .
Liquidity tightened ahead of closing (revolver draws up, low cash), but the facility was fully repaid and terminated at closing, removing near‑term balance sheet overhang and liens .
Store optimization and disciplined CapEx ($4–$7M) should support margin structure under private ownership, but demand recovery is the key variable; prior initiatives were targeted at core productivity and cost control .
Short‑term trading implications largely ended with cash consideration at $1.45 per share and delisting; legacy holders received cash, and public market catalysts no longer apply .
Medium‑term thesis under private ownership depends on execution across pricing/value, inventory turns, occupancy efficiency, and footprint optimization—formerly disclosed as priorities in public commentary .

Sources: SEC 8‑K (Merger closing and delisting) ; Q2 2025 press release (financials/merger status) ; Q1 2025 press release and call (financials/guidance/themes) .

BIG 5 SPORTING GOODS Corp (BGFV)·Q3 2025 Earnings Summary