Group 1 - Halper Sadeh LLC is investigating MRC Global Inc. for potential violations related to its sale to DNOW Inc. at a ratio of 0.9489 shares of DNOW for each share of MRC [1] - Big 5 Sporting Goods Corp. is being investigated for its sale to a partnership for $1.45 per share in cash [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Core Viewpoint - The Ademi Firm is investigating Big 5 for potential breaches of fiduciary duty and other legal violations related to its transaction with Worldwide Golf and Capitol Hill Group [1][2]. Group 1: Transaction Details - Shareholders of Big 5 will receive $1.45 per share, resulting in a total enterprise value of approximately $112.7 million [2]. - The transaction agreement imposes significant penalties on Big 5 for accepting competing bids, which may limit shareholder options [2]. Group 2: Board Conduct - The investigation focuses on the conduct of Big 5's board of directors to determine if they are fulfilling their fiduciary duties to all shareholders [2].

Core Viewpoint - Big 5 Sporting Goods Corporation has entered into a definitive merger agreement to be acquired by a partnership of Worldwide Golf and Capitol Hill Group in an all-cash transaction valued at approximately $112.7 million, including the assumption of about $71.4 million in credit line borrowings as of June 29, 2025 [1][4] Company Overview - Big 5 operates 414 stores in the western United States, offering a full-line product range in a traditional sporting goods store format averaging 12,000 square feet, including athletic shoes, apparel, accessories, and outdoor and athletic equipment [6] - The company aims to continue its legacy of providing quality sporting goods at exceptional value while maximizing stockholder value through this merger [3] Merger Details - Under the terms of the agreement, Big 5 stockholders will receive $1.45 per share in cash, representing a premium of approximately 36% to the company's 60-day volume weighted average price [2] - The transaction has been unanimously approved by Big 5's Board of Directors and is subject to stockholder approval, with an expected closing in the second half of 2025 [4] Strategic Implications - The acquisition combines Capitol Hill Group's financial resources with Worldwide Golf's retail expertise, providing Big 5 with long-term capital and strategic support to enhance growth and competitive positioning in the sporting goods retail sector [3][4] - Big 5 will remain an independent entity within the Capitol Hill Group portfolio, leveraging the combined resources of the partnership [3] Related Entities - Worldwide Golf is a leading golf retailer in the U.S. and Canada, operating over 95 stores and a strong e-commerce presence [7] - Capitol Hill Group is a private investment firm with diversified holdings, including retail, and has been active since 1992 [8]

Core Viewpoint - Big 5 Sporting Goods Corporation reported a wider net loss for the first quarter of fiscal 2025, reflecting ongoing macroeconomic challenges and adverse weather conditions impacting sales, despite a recent increase in stock performance compared to the S&P 500 index [1][2][6]. Financial Performance - For Q1 fiscal 2025, Big 5 incurred a net loss of $17.3 million, compared to a net loss of $8.3 million in Q1 fiscal 2024, with a loss per share of 78 cents versus 38 cents in the prior year [2][3]. - Net sales were $175.6 million, down 9.2% from $193.4 million year-over-year, with same-store sales declining by 7.8% [2]. - Gross profit decreased to $54.3 million from $60.4 million, with gross margin slipping to 30.9% from 31.2% [3]. Key Business Metrics - EBITDA for the quarter was negative $12 million, worsening from negative $6.5 million in the previous year [4]. - Merchandise margins fell by 78 basis points year-over-year, while selling and administrative expenses slightly decreased by $0.6 million but rose as a percentage of sales to 40.3% from 36.9% [4]. - Inventory levels increased by 6.5% year-over-year due to earlier receipt timing of seasonal products [4]. Management Commentary - CEO Steven G. Miller indicated that results met expectations, which accounted for ongoing macroeconomic pressures and weather disruptions affecting sales, particularly in southern markets [5]. - There was cautious optimism for the upcoming spring and summer seasons, with proactive inventory planning and product refresh efforts highlighted [5]. Factors Influencing Performance - The underperformance was attributed to macroeconomic headwinds limiting discretionary spending and unfavorable weather conditions suppressing early-quarter sales [6]. - Margin compression was noted due to higher store occupancy costs and lower merchandise margins, alongside the absence of a tax benefit [6]. - Interest expense increased from $0.1 million to $0.8 million year-over-year, further impacting the bottom line [6]. Guidance - For Q2 fiscal 2025, Big 5 anticipates same-store sales to decline in the low to mid-single-digit range year-over-year, with a projected net loss per share between 75 cents and 90 cents [7]. - This guidance reflects expected pressures from calendar shifts, including the Easter holiday moving into Q2 and the Fourth of July pushing into Q3 [7]. Other Developments - During Q1, Big 5 closed eight stores, reducing the total store count to 414, with plans to close approximately seven more locations by year-end [9].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 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: 000-49850 BIG 5 SPORTING GOODS CORPORATION (Exact name of registrant as specified in its charte ...

Financial Data and Key Metrics Changes - Net sales for Q1 2025 were $175.6 million, down from $193.4 million in the prior year, with same-store sales decreasing by 7.8% compared to Q1 2024 [6] - Gross profit for Q1 2025 was $54.3 million, compared to $60.4 million in the same quarter last year, resulting in a gross profit margin of 30.9%, down from 31.2% [13] - The net loss for Q1 2025 was $17.3 million, or $0.78 per basic share, compared to a net loss of $8.3 million, or $0.38 per basic share in Q1 2024 [14] - EBITDA for Q1 2025 was negative $12 million, compared to negative EBITDA of $6.5 million in the prior year [15] Business Line Data and Key Metrics Changes - On a same-store basis, hard goods decreased by 4.7%, apparel declined by 8.7%, and footwear was down by 11.8% [7] - Transactions for the period were down 5.3%, and the average sale decreased by 2.5% [8] Market Data and Key Metrics Changes - Sales in January and February were particularly challenging due to unfavorable seasonal weather, resulting in winter-related sales down nearly 25% [6] - March same-store sales were flat compared to the prior year, benefiting from an approximate 300 basis point impact from the Easter calendar shift [7] Company Strategy and Development Direction - The company continues to optimize its store portfolio, closing eight stores in Q1 2025 and anticipating the closure of approximately seven additional stores throughout the year [10] - The company is focused on capitalizing on sales opportunities during high-volume periods such as Memorial Day and Father's Day, with healthy inventory levels prepared in advance of tariff impacts [11][12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the fluidity of macroeconomic conditions and the uncertainty in the overall environment, emphasizing the need to monitor tariffs and their impact on the supply chain and consumer spending [12] - For Q2 2025, the company expects same-store sales to be down in the low to mid-single-digit range, reflecting ongoing macroeconomic headwinds [17] Other Important Information - Merchandise inventory at the end of Q1 2025 increased by 6.5% year over year, primarily due to earlier scheduling of spring and summer merchandise deliveries [15] - Capital expenditures for Q1 2025 totaled $1.7 million, with expectations for full-year CapEx in the range of $4 million to $7 million [16] Q&A Session Summary Question: What are the expectations for same-store sales in Q2 2025? - Management expects same-store sales to be down in the low to mid-single-digit range compared to Q2 2024, influenced by macroeconomic headwinds and calendar shifts [17] Question: How is the company managing inventory levels? - The company believes its inventory is well positioned to drive sales during the upcoming summer season, having received products in advance of tariff impacts [15]

Financial Data and Key Metrics Changes - Net sales for the first quarter were $175.6 million, down from $193.4 million in the prior year, with same store sales down 7.8% compared to the first quarter of fiscal 2024 [6][14] - Gross profit for the first quarter was $54.3 million, compared to $60.4 million in the first quarter of the prior year, with a gross profit margin of 30.9% compared to 31.2% last year [13] - Net loss for the first quarter was $17.3 million or $0.78 per basic share, compared to a net loss of $8.3 million or $0.38 per basic share in the first quarter last year [14][19] - EBITDA was negative $12 million for the first quarter, compared to negative EBITDA of $6.5 million in the first quarter last year [15] Business Line Data and Key Metrics Changes - On a same store basis, hard goods decreased 4.7%, apparel declined 8.7%, and footwear was down 11.8%, with apparel and footwear being most impacted by unfavorable weather comparisons [7] - Transactions for the period were down 5.3%, and the average sale was down 2.5% [8] Market Data and Key Metrics Changes - Sales in January and February were particularly difficult due to unfavorable seasonal weather comparisons, resulting in winter-related sales down nearly 25% [6] - Sales trended improved in March, with same store sales flat versus the prior year, benefiting from an approximate 300 basis point impact from the Easter calendar shift [7] Company Strategy and Development Direction - The company continues to optimize its store portfolio, closing eight stores in the first quarter and anticipating closing approximately seven additional stores over the remainder of the year [10] - The company is focused on capitalizing on sales opportunities around higher volume periods such as Memorial Day, Father's Day, and the start of summer [11] Management's Comments on Operating Environment and Future Outlook - Management noted that macroeconomic conditions remain fluid, and they will continue to monitor tariffs and their impact on the supply chain and consumer spending [12] - For the second quarter, same store sales are expected to be down in the low to mid single-digit range, reflecting ongoing macroeconomic headwinds [18] Other Important Information - Merchandise inventory at the end of the first quarter increased 6.5% year over year, reflecting earlier scheduling of spring and summer merchandise deliveries [15] - Capital expenditures for the first quarter totaled $1.7 million, primarily for store-related remodeling and distribution center investments [16] Q&A Session Summary - No specific questions or answers were provided in the content regarding the Q&A session.

Exhibit 99.1 Contact: Big 5 Sporting Goods Corporation Barry Emerson Executive Vice President and Chief Financial Officer (310) 536-0611 ICR, Inc. Jeff Sonnek Managing Director (646) 277-1263 BIG 5 SPORTING GOODS CORPORATION ANNOUNCES FISCAL 2025 FIRST QUARTER RESULTS EL SEGUNDO, Calif., April 29, 2025 — Big 5 Sporting Goods Corporation (Nasdaq: BGFV) (the "Company," "we," "our," "us," "Big 5"), a leading sporting goods retailer, today reported financial results for the fiscal 2025 first quarter ended March ...

Core Viewpoint - Big 5 Sporting Goods Corporation reported a decline in net sales and increased net loss for the first quarter of fiscal 2025, reflecting ongoing macroeconomic challenges affecting consumer discretionary spending [1][4]. Financial Performance - Net sales for Q1 2025 were $175.6 million, down from $193.4 million in Q1 2024, representing a decrease of 9.5% [1]. - Same store sales decreased by 7.8% in Q1 2025 compared to Q1 2024 [1]. - Gross profit was $54.3 million, down from $60.4 million year-over-year, with a gross profit margin of 30.9% compared to 31.2% in the prior year [2]. - Selling and administrative expenses decreased by $0.6 million year-over-year, but as a percentage of net sales, it increased to 40.3% from 36.9% due to lower sales [3]. - The net loss for Q1 2025 was $17.3 million, or $0.78 per basic share, compared to a net loss of $8.3 million, or $0.38 per basic share, in Q1 2024 [4]. - EBITDA was negative $12.0 million for Q1 2025, worsening from negative $6.5 million in the prior year [5]. Operational Insights - The company ended Q1 2025 with $30.9 million in borrowings under its $150.0 million credit facility and a cash balance of $3.9 million [7]. - Merchandise inventories increased by 6.5% compared to the prior year, indicating earlier timing of receipts [7]. - The company currently operates 414 stores, having closed eight stores in Q1 2025, with plans to close approximately seven more stores during the fiscal year [9]. Future Guidance - For Q2 2025, the company expects same store sales to decline in the low to mid-single digit range compared to Q2 2024, anticipating continued macroeconomic headwinds [8]. - The expected net loss per basic share for Q2 2025 is projected to be between $0.75 and $0.90, with no tax benefit anticipated for the period [8].

Company Overview - Big 5 Sporting Goods Corporation is a leading sporting goods retailer in the western United States, operating 414 stores under the "Big 5 Sporting Goods" name [4] - The company offers a full-line product offering in a traditional sporting goods store format, averaging 12,000 square feet [4] - Product mix includes athletic shoes, apparel, accessories, and a broad selection of outdoor and athletic equipment for various sports and recreational activities [4] Upcoming Financial Results - The company will announce first quarter fiscal 2025 financial results on April 29, 2025, after market close [1] - A conference call to discuss these results is scheduled for 2:00 p.m. Pacific Time on the same day [2] - The conference call will be accessible via phone and will also be broadcast live on the company's website [3]