Under the merger agreement, each share of Big 5 common stock was converted into the right to receive $1.45 per share in cash, a price the company said represented a premium of approximately 36 percent to Big 5's 60-day volume-weighted average price at the time of announcement. Big 5 described the deal as valued at approximately $112.7 million in enterprise value, which included the assumption of approximately $71.4 million in credit line borrowings outstanding as of June 29, 2025. Outstanding stock options, restricted stock units and restricted shares were cashed out based on the same $1.45 per share Merger Consideration (net of exercise price, where applicable). Moelis & Company LLC's financial analysis, disclosed in the definitive merger proxy, included a discounted cash flow analysis using a 17.00 percent to 21.00 percent discount rate range and terminal EBITDA multiples of 4.0x to 6.0x, which implied a standalone value deficit of negative $4.04 to negative $3.69 per share for Big 5 common stock, compared with the $1.45 per share Merger Consideration; Moelis also reviewed trading multiples of selected sporting goods and micro-cap specialty retailers (medians of roughly 4.8x and 5.9x TEV/NTM EBITDA, respectively) against Big 5's own trading multiples (around 4.5x to 5.7x over various historical periods).

Steven G. Miller, Big 5's Chairman, President and Chief Executive Officer, said the transaction "marks an exciting new chapter for Big 5 that allows the Company to carry on its legacy of serving customers with quality sporting goods at an exceptional value while maximizing value for our stockholders." Theodore Shin, Chief Executive Officer of Capitol Hill Group, said "We are thrilled to support the next stage of the company's evolution. Big 5 has built an impressive foundation as a leading bricks and mortar sporting goods retailer. We also admire the deep history and culture of the company, and look forward to carrying that forward into the future." The companies described the acquisition as combining Capitol Hill Group's financial resources with Worldwide Golf's specialty retail expertise to give Big 5 long-term capital and strategic support to re-energize growth, with Big 5 continuing to operate as an independent company within the Capitol Hill Group portfolio. In Big 5's second-quarter 2025 earnings release, Miller stated the company was "progressing toward an expected closing in the second half of 2025, subject to customary closing conditions and stockholder approval," calling the deal "a compelling opportunity to maximize value for our stockholders while positioning Big 5 for future success."

The definitive merger proxy statement (DEFM14A, filed August 8, 2025) disclosed an extended, competitive process leading to the deal. Beginning in November 2024, an unsolicited bidder referred to as Party A proposed $2.14 per share, later reduced through multiple revisions (to $1.26 per share by April 2025, and raised again to $1.60 per share after signing with Worldwide) amid persistent questions about Party A's ability to provide committed debt financing. Separately, Worldwide (through Parent) first proposed $2.40 per share in February 2025, reduced it to $1.30 per share in April 2025 citing the company's rising indebtedness, and ultimately raised its best and final offer to $1.45 per share on April 15, 2025, conditioned on a 45-day exclusivity period. A private investment group referred to as Party D also submitted proposals implying values around $1.03 per share, and a private equity firm referred to as Party C was contacted but declined to engage. The Big 5 board's three-member Transaction Committee (Colleen Brown as chair, Van Honeycutt and Lily Chang) oversaw the process with Moelis & Company as financial advisor and Latham & Watkins LLP as legal counsel. Even after signing with Worldwide, Party A continued submitting proposals as high as $1.60 per share through August 2025, but the company stated that Party A's debt commitment papers carried significant and atypical conditionality and had, by their terms, previously expired, and the record reflects no completed superior proposal from Party A as of the date of the proxy.

The merger agreement specified closing conditions including approval by Big 5 stockholders, absence of a material adverse effect, no injunctions prohibiting the merger, and the company's inventory equaling or exceeding an agreed inventory threshold requirement. The agreement set an End Date of November 26, 2025, after which either party could terminate if the merger had not closed. Big 5 could be required to pay Parent a termination fee of $2.0 million under specified circumstances, including a change in the board's recommendation or entry into a superior proposal; Parent would owe Big 5 a $3.0 million termination fee under specified circumstances, including an uncured material breach by Parent or Parent's failure to close when obligated. Moelis is to receive a transaction fee of $3.0 million upon closing, against which $250,000 in previously paid monthly fees may be credited.

Big 5 stockholders approved the merger at a September 26, 2025 special meeting, with 12,160,662 shares voted for and 1,965,126 against the merger proposal (out of 14,285,424 shares present, representing about 62.33 percent of the 22,918,921 shares outstanding as of the August 7, 2025 record date). The merger closed October 2, 2025. At closing, Big 5 terminated and fully repaid its existing credit facility with Bank of America, N.A. using merger proceeds, without incurring early termination penalties.

Moelis & Company LLC served as financial advisor to Big 5, and Latham & Watkins LLP served as legal advisor to Big 5. On the acquirer side, Skadden, Arps, Slate, Meagher & Flom LLP, Holland & Knight LLP, and Sklar Kirsh LLP served as legal advisors to Capitol Hill Group and its related entities. No financing source, lender identity, or specific debt terms for the acquirer's side of the transaction were disclosed in the filings reviewed, nor was a post-closing capital structure or pro forma ownership breakdown provided, consistent with this being a privately held buyer group rather than a public-company stock-for-stock combination.