Big 5 Sports Products 2024 Annual Report

or BIG 5 SPORTING GOODS CORPORATION(Exact name of registrant as specified in its charter) Common Stock, par value $0.01 per shareBGFV Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo 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 ExchangeAct 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 subjectto such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto 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 tosubmit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo The aggregate market value of the voting stock held by non-affiliates of the registrant was $63,299,526 as of June 30, 2024 (the lastbusiness day of the registrant’s most recently completed second fiscal quarter) based upon the closing price of the registrant’s common stock on theNASDAQ Stock Market LLC reported for June 28, 2024.Shares of common stock held by each executive officer and director and by each personwho, as of such date, may be deemed to have beneficially owned more than 5% of the outstanding voting stock have been excluded in that such personsmay be deemed to be affiliates of the registrant under certain circumstances. This determination of affiliate status is not necessarily a conclusive The registrant had 22,687,585 shares of common stock outstanding at February 18, 2025. Documents Incorporated by Reference Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement for its 2025annual meeting of stockholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission no later than 120 days after the endof the registrant’s fiscal year. TABLE OF CONTENTS PART IITEM 1. BUSINESS........................................................................................................................................................... ITEM 1A. RISK FACTORS...............................................................................................................................................ITEM 1B. UNRESOLVED STAFF COMMENTS............................................................................................................ITEM 1C. CYBERSECURITY ..........................................................................................................................................ITEM 2. PROPERTIES ......................................................................................................................................................ITEM 3. LEGAL PROCEEDINGS ....................................................................................................................................ITEM 4. MINE SAFETY DISCLOSURES........................................................................................................................ PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ..................................................................................................ITEM 6. [RESERVED] .............................................................