UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________________________________________________________________

FORM 10-Q

____________________________________________________________________________________________

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3029, 2025

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to______

Commission File Number: 0-32113

____________________________________________________________________________________________

RESOURCES CONNECTION, INC.

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________________________________________________________


Delaware			33-0832424
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

15950 North Dallas Parkway, Suite 330, Dallas, Texas 75248

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 777-0600

____________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common stock, par value $0.01 per share	RGP	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

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 Exchange Act 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 subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to 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 to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company 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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~September~~December 30, 2025, 33,~~390~~502,~~494~~154 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

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RESOURCES CONNECTION, INC.

INDEX

		Page
PART I—FINANCIAL INFORMATION
ITEM 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets as of August 30, 2025 and May 31, 2025	3
	Consolidated Balance Sheets as of November 29, 2025 and May 31, 2025	3
	Consolidated Statements of Operations for the Three Months Ended August 30, 2025 and August 24, 2024	4
	Consolidated Statements of Operations for the Three and Six Months Ended November 29, 2025 and November 23, 2024	4
	Consolidated Statements of Comprehensive Loss for the Three Months Ended August 30, 2025 and August 24, 2024	5
	Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended November 29, 2025 and November 23, 2024	5
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended August 30, 2025 and August 24, 2024	6
	Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended November 29, 2025 and November 23, 2024	6
	Consolidated Statements of Cash Flows for the Three Months Ended August 30, 2025 and August 24, 2024	7
	Consolidated Statements of Cash Flows for the Six Months Ended November 29, 2025 and November 23, 2024	8
	Notes to Consolidated Financial Statements	89
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2629
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3844
ITEM 4.	Controls and Procedures	4046
PART II—OTHER INFORMATION
ITEM 1A.	Risk Factors	4147
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4147
ITEM 5.	Other Information	4147
ITEM 6.	Exhibits	4248
	Signatures	4349

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PART I—FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

RESOURCES CONNECTION, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value per share)

	August 30,2025		May 31,2025
	November 29,2025		May 31,2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7789,~~518~~810	$	86,147
Trade accounts receivable, net of allowances of $2,562 and $2,603 as of August 30, 2025 and May 31, 2025, respectively	93,555		99,210
Trade accounts receivable, net of allowances of $2,470 and $2,603 as of November 29, 2025 and May 31, 2025, respectively	86,491		99,210
Prepaid expenses and other current assets	9,~~448~~307		10,246
Income taxes receivable	7,~~727~~584		8,083
Total current assets	~~188~~193,~~248~~192		203,686
Goodwill	28,757		28,757
Intangible assets, net	1716,~~785~~642		18,978
Property and equipment, net	43,~~213~~975		4,423
Operating lease right-of-use assets, net	2221,~~365~~703		22,551
Deferred tax assets	9,~~526~~397		9,280
Other non-current assets	1615,~~317~~607		17,013
Total assets	$	~~287~~289,~~211~~273	$	304,688
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	1211,~~398~~696	$	13,902
Accrued salaries and related obligations	3238,~~207~~910		47,931
Operating lease liabilities, current	54,~~135~~851		5,149
Other current liabilities	817,~~874~~664		8,420
Total current liabilities	5873,~~614~~121		75,402
Operating lease liabilities, non-current	2019,~~218~~762		20,156
Deferred tax liabilities	195		92
Other non-current liabilities	21,~~001~~798		1,957
Total liabilities	8094,~~852~~686		97,607
Commitments and contingencies (see Note 11)
Commitments and contingencies (see Note 12)
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000 shares authorized; zero shares issued and outstanding	–		–
Common stock, $0.01 par value, 70,000 shares authorized; 37,324 and 37,027 shares issued, and 33,391 and 33,075 shares outstanding as of August 30, 2025 and May 31, 2025, respectively	373		370
Common stock, $0.01 par value, 70,000 shares authorized; 37,456 and 37,027 shares issued, and 33,502 and 33,075 shares outstanding as of November 29, 2025 and May 31, 2025, respectively	374		370
Additional paid-in capital	~~403~~407,~~673~~628		400,180
Accumulated other comprehensive loss	(17,~~096~~680)		(17,863)
Accumulated deficit	(~~126~~141,~~881~~669)		(121,575)
Treasury stock at cost, 3,933 and 3,952 shares as of August 30, 2025 and May 31, 2025, respectively	(53,710)		(54,031)
Treasury stock at cost, 3,954 and 3,952 shares as of November 29, 2025 and May 31, 2025, respectively	(54,066)		(54,031)
Total stockholders’ equity	~~206~~194,~~359~~587		207,081
Total liabilities and stockholders’ equity	$	~~287~~289,~~211~~273	$	304,688

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Six Months Ended
	August 30,2025		August 24,2024
	November 29,2025		November 23,2024		November 29,2025		November 23,2024
Revenue	$	~~120~~117,~~229~~732	$	~~136~~145,~~935~~618	$	237,961	$	282,553
Cost of services	7274,~~760~~026		8689,~~948~~532		146,786		176,480
Gross profit	4743,~~469~~706		4956,~~987~~086		91,175		106,073
Selling, general and administrative expenses	4754,~~916~~394		4851,~~910~~305		102,310		100,215
Goodwill impairment	-		379,~~855~~482		-		83,337
Amortization expense	1,~~193~~143		1,~~485~~569		2,336		3,054
Depreciation expense	~~348~~339		~~540~~462		687		1,002
Loss from operations	(112,~~988~~170)		(476,~~803~~732)		(14,158)		(81,535)
Interest expense (income), net	44		(148)
Interest income, net	(214)		(215)		(170)		(363)
Other income	(~~104~~9)		(270)		(114)		(72)
Loss before income tax expense	(1,928)		(4,653)
Loss before income tax expense (benefit)	(11,947)		(76,447)		(13,874)		(81,100)
Income tax expense	477		1,054
Income tax expense (benefit)	714		(7,732)		1,192		(6,678)
Net loss	$	(212,~~405~~661)	$	(568,~~707~~715)	$	(15,066)	$	(74,422)
Net loss per common share:
Basic	$	(0.0738)	$	(02.1708)	$	(0.45)	$	(2.24)
Diluted	$	(0.0738)	$	(02.1708)	$	(0.45)	$	(2.24)
Weighted-average number of common and common equivalent shares outstanding:
Basic	33,~~062~~281		33,~~407~~046		33,172		33,226
Diluted	33,~~062~~281		33,~~407~~046		33,172		33,226
Cash dividends declared per common share	$	0.07	$	0.14	$	0.14	$	0.28

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended				Six Months Ended
	August 30,2025		August 24,2024
	November 29,2025		November 23,2024		November 29,2025		November 23,2024
Net loss	$	(212,~~405~~661)	$	(568,~~707~~715)	$	(15,066)	$	(74,422)
Foreign currency translation adjustment gain, net of tax	767		831
Foreign currency translation adjustment, net of tax	(584)		(4,294)		183		(3,463)
Total comprehensive loss	$	(113,~~638~~245)	$	(473,~~876~~009)	$	(14,883)	$	(77,885)

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended August 30, 2025
	For the Three Months Ended November 29, 2025
	Common Stock			AdditionalPaid-inCapital		Treasury Stock			AccumulatedOtherComprehensiveLoss		Retained Earnings (Accumulated Deficit)		~~TotalStockholdersEquity~~TotalStockholders'Equity
	Shares	Amount				Shares	Amount
Balances at May 31, 2025	37,027	$	370	$	400,180	3,952	$	(54,031)	$	(17,863)	$	(121,575)	$	207,081
Stock-based compensation expense	-	-		2,255		-	-		-		-		2,255
Issuance of common stock purchased under Employee Stock Purchase Plan	241	2		1,076		-	-		-		-		1,078
Issuance of restricted stock	-	-				(19)	321		-		(321)		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	56	1		(82)		-	-		-		-		(81)
Cash dividends declared ($0.07 per share)	-	-		-		-	-		-		(2,336)		(2,336)
Dividend equivalents on equity awards	-	-		244		-	-		-		(244)		-
Currency translation adjustment	-	-				-	-		767		-		767
Net loss for the three months ended August 30, 2025	-	-		-		-	-		-		(2,405)		(2,405)
Balances at August 30, 2025	37,324	$	373	$	403,673	3,933	$	(53,710)	$	(17,096)	$	(126,881)	$	206,359
Stock-based compensation expense	-	-		4,671		-	-		-		-		4,671
Issuance of restricted stock	-	-				21	(356)		-		356		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	132	1		(862)		-	-		-		-		(861)
Cash dividends declared ($0.07 per share)	-	-		-		-	-		-		(2,337)		(2,337)
Dividend equivalents on equity awards	-	-		146		-	-		-		(146)		-
Currency translation adjustment	-	-		-		-	-		(584)		-		(584)
Net loss for the three months ended November 29, 2025	-	-		-		-	-		-		(12,661)		(12,661)
Balances at November 29, 2025	37,456	$	374	$	407,628	3,954	$	(54,066)	$	(17,680)	$	(141,669)	$	194,587

	For the Three Months Ended August 24, 2024
	For the Six Months Ended November 29, 2025
	Common Stock			AdditionalPaid-inCapital		Treasury Stock			AccumulatedOtherComprehensiveLoss		~~Retained Earnings (Accumulated Deficit)~~RetainedEarnings		~~TotalStockholdersEquity~~TotalStockholders'Equity
	Shares	Amount				Shares	Amount
Balances at May 25, 2024	36,194	$	363	$	389,720	2,638	$	(42,202)	$	(17,713)	$	88,595	$	418,763
Balances at May 31, 2025	37,027	$	370	$	400,180	3,952	$	(54,031)	$	(17,863)	$	(121,575)	$	207,081
Stock-based compensation expense	-	-		16,~~599~~926		-	-		-		-		16,~~599~~926
Issuance of common stock purchased under Employee Stock Purchase Plan	~~229~~241	2		21,~~008~~076		-	-		-		-		21,~~010~~078
Issuance of restricted stock	5-	-		-		-2	-(35)		-		-35		-
Issuance of common stock upon vesting of restricted stock units, net of shares withheld to cover taxes	112	1		(595)		-	-		-		-		(594)
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	188	2		(944)		-	-		-		-		(942)
Cash dividends declared ($0.14 per share)	-	-		-		-	-		-		(4,~~687~~673)		(4,~~687~~673)
Dividend equivalents on equity awards	-	-		~~153~~390		-	-		-		(~~153~~390)		-
Repurchase of common stock	-	-		-		430	(5,000)		-		-		(5,000)
Currency translation adjustment	-	-		-		-	-		183		-		183
Currency translation adjustment	-	-		-		-	-		831		-		831
Net loss for the six months ended November 29, 2025	-	-		-		-	-		-		(15,066)		(15,066)
Net loss for the three months ended August 24, 2024	-	-		-		-	-		-		(5,707)		(5,707)
Balances at November 29, 2025	37,456	$	374	$	407,628	3,954	$	(54,066)	$	(17,680)	$	(141,669)	$	194,587
Balances at August 24, 2024	36,540	$	366	$	392,885	3,068	$	(47,202)	$	(16,882)	$	78,048	$	407,215

The accompanying notes are an integral part of these consolidated financial statements.


	For the Three Months Ended November 23, 2024
	Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Loss		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity
	Shares	Amount				Shares	Amount
Balances at August 24, 2024	36,540	$	366	$	392,885	3,068	$	(47,202)	$	(16,882)	$	78,048	$	407,215

Stock-based compensation expense	-	-		2,098		-	-		-		-		2,098

Issuance of restricted stock	75	1		(1)		-	-		-		-		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	142	1		(993)		-	-		-		-		(992)
Cash dividends declared ($0.14 per share)	-	-		-		-	-		-		(4,633)		(4,633)
Dividend equivalents on equity awards	-	-		555		-	-		-		(555)		-
Repurchase of common stock	-	-		-		598	(5,002)				-		(5,002)
Currency translation adjustment	-	-		-		-	-		(4,294)		-		(4,294)
Net loss for the three months ended November 23, 2024	-	-		-		-	-		-		(68,715)		(68,715)
Balances at November 23, 2024	36,757	$	368	$	394,544	3,666	$	(52,204)	$	(21,176)	$	4,145	$	325,677

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	For the Six Months Ended November 23, 2024
	Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders' Equity
	Shares	Amount				Shares	Amount
Balances at May 25, 2024	36,194	$	363	$	389,720	2,638	$	(42,202)	$	(17,713)	$	88,595	$	418,763

Stock-based compensation expense	-	-		3,697		-	-		-		-		3,697
Issuance of common stock purchased under Employee Stock Purchase Plan	229	2		2,008		-	-		-		-		2,010
Issuance of restricted stock	80	1		(1)		-	-		-		-		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	254	2		(1,588)		-	-		-		-		(1,586)
Cash dividends declared ($0.28 per share)	-	-		-		-	-		-		(9,320)		(9,320)
Dividend equivalents on equity awards	-	-		708		-	-		-		(708)		-
Repurchase of common stock	-	-		-		1,028	(10,002)				-		(10,002)
Currency translation adjustment	-	-		-		-	-		(3,463)		-		(3,463)
Net loss for the six months ended November 23, 2024	-	-		-		-			-		(74,422)		(74,422)
Balances at November 23, 2024	36,757	$	368	$	394,544	3,666	$	(52,204)	$	(21,176)	$	4,145	$	325,677

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	Six Months Ended
	August 30,2025		August 24,2024
	November 29,2025		November 23,2024
Cash flows from operating activities:
Net loss	$	(215,~~405~~066)	$	(574,~~707~~422)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	13,~~541~~023		24,~~025~~056
Amortization of right-of-use assets	12,~~445~~778		12,~~489~~901
Stock-based compensation expense	27,~~281~~008		13,~~561~~509
Goodwill impairment	—		383,~~855~~337
Gain loss on sale of assets	—		(3,394)
Gain on sale of assets	—		(3,351)
Adjustment to allowances	(3222)		~~(60)~~704
Deferred income taxes	(5874)		~~438~~(8,026)
Other, net	~~159~~184		4489
Changes in operating assets and liabilities, net of acquisition:
Trade accounts receivable	512,~~683~~740		41,~~278~~805
Prepaid expenses and other current assets	~~802~~913		(~~193~~1,545)
Income taxes	~~162~~427		(~~951~~744)
Other assets	~~581~~1,489		(13,~~879~~725)
Accounts payable and other accrued expenses	(12,~~544~~118)		(1,~~285~~718)
Accrued salaries and related obligations	(159,~~838~~783)		~~441~~739
Other liabilities	~~(609)~~6,560		(~~971~~2,119)
Net cash used in operating activities	(7,832)		(309)
Net cash provided by operating activities	8,059		1,490
Cash flows from investing activities:
Net proceeds from sale of assets	—		12,309
Acquisition of Reference Point, net of cash acquired	—		(22,967)
Investments in property and equipment and internal-use software	(~~121~~442)		(~~266~~2,004)
Net cash used in investing activities	(~~121~~442)		(1012,~~924~~662)
Cash flows from financing activities:
Proceeds from issuance of common stock under Employee Stock Purchase Plan	1,078		2,010
Payment of debt issuance costs	(~~316~~344)		—
Repurchase of common stock	—		(510,~~000~~002)
Payment of cash dividends	(24,~~316~~653)		(49,~~695~~382)
Net cash used in financing activities	(13,~~554~~919)		(717,~~685~~374)
Effect of exchange rate changes on cash and cash equivalents	~~878~~(35)		(~~349~~2,149)
Net decrease in cash and cash equivalents	(8,629)		(19,267)
Net increase (decrease) in cash and cash equivalents	3,663		(30,695)
Cash and cash equivalents at beginning of period	86,147		108,892
Cash and cash equivalents at end of period	$	7789,~~518~~810	$	8978,~~625~~197
Supplemental cash flow disclosures
Income taxes paid, net	$	~~347~~617	$	1,~~343~~791
Interest paid	$	88114	$	88179
Non-cash investing and financing activities
Dividends declared, not paid	$	2,~~336~~350	$	4,~~687~~633

The accompanying notes are an integral part of these consolidated financial statements.

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RESOURCES CONNECTION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ~~Description of the Company and its Business~~ Organization

Description of the Company and its Business

Resources Connection, Inc. (the “Company”), a Delaware corporation, was incorporated on November 16, 1998. The Company’s operating entities provide services primarily under the name Resources Global Professionals (“RGP”). RGP is a global professional services firm with three decades of experience helping the world’s top organizations navigate change and seize opportunity. With three integrated offerings—On-Demand Talent, Consulting, and Outsourced Services—the Company provides CFOs and other C-suite leaders with the flexibility to solve today’s most pressing challenges. The Company’s principal markets of operations are North America, Europe & Asia Pacific.

The Company’s fiscal year consists of 52 or 53 weeks, ending on the Saturday in May closest to May 31. The ~~first~~second quarters of fiscal 2026 and 2025 each consisted of 13 weeks. The Company’s fiscal year 2026 will consist of 52 weeks.

Company Management Changes

On October 30, 2025, the Board appointed Roger Carlile, a director of the Company, to succeed Kate W. Duchene as the Company’s President and Chief Executive Officer ("CEO"), effective November 3, 2025. Concurrently, in October 2025, the Company's Board of Directors elected not to renew the "Period of Employment" under the Company's existing Employment Agreement, dated February 3, 2020 and as subsequently amended, with Ms. Duchene (the "Duchene Employment Agreement"), the Company's former President and CEO. Ms. Duchene stepped down as the Company’s President and CEO, and as a member of the Board, on November 2, 2025. She served as an Executive Advisor through January 3, 2026 to assist the Company and its new President and CEO with the continuity of leadership.

In connection with the Board’s determination not to extend the “Period of Employment” under the Duchene Employment Agreement, the Company and Ms. Duchene entered into a Transition Agreement on October 31, 2025 (the “Duchene Transition Agreement”). The Company’s non-renewal of the Period of Employment under the Duchene Employment Agreement triggered Ms. Duchene’s rights to severance benefits under that agreement. The Duchene Transition Agreement provides that Ms. Duchene will receive the following severance benefits, to be paid in twelve monthly installments beginning in January 2026, provided she executes and delivers a general release of claims in favor of the Company: (i) a cash severance benefit of $5,325,000 (three times the sum of her annual base salary and annual target bonus opportunity) and (ii) a pro-rated target cash bonus of $554,167 for fiscal year 2026. Ms. Duchene is also entitled to a lump sum cash payment that approximates Ms. Duchene’s cost to continue healthcare coverage for two years following her Separation Date and accelerated vesting of all of Ms. Duchene’s then-outstanding and unvested Company equity awards.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements of the Company as of and for the three and six months ended ~~August~~November 3029, 2025 and ~~August~~November 2423, 2024 have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements include all adjustments (consisting only of normal recurring adjustments) the Company’s management considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could materially differ from the estimates and assumptions used as new information is learned or upon the amounts becoming fixed or determinable.

The fiscal 2025 year-end balance sheet data was derived from audited consolidated financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading.

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GAAP have been omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading.

The unaudited consolidated results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended May 31, 2025, which are included in the Company’s Annual Report on Form 10-K (“Fiscal Year 2025 Form 10-K”) filed with the SEC on July 28, 2025 (File No. 000-32113).

A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Fiscal Year 2025 Form 10-K.

Reporting Segments

The Company's reportable segments are comprised of On-Demand Talent, Consulting, Europe & Asia Pacific, and Outsourced Services. Sitrick, a crisis communications and public relations firm, does not individually meet the quantitative thresholds to qualify as a reportable segment. Therefore, Sitrick is disclosed under the “All Other” segment. See Note 1213 — Segment Information and Enterprise Reporting in the Notes to Consolidated Financial Statements for additional information on these segments. Each segment reports through separate segment managers to the Company’s Chief Executive Officer and Chief Operating Officer, who are collectively designated as the Chief Operating Decision Maker (“CODM”) for segment reporting purposes. Each of these segments represents a reporting unit for the purposes of assessing goodwill for impairment.

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On July 1, 2024, the Company acquired Reference Point LLC (“Reference Point”). Reference Point is reported as part of the Consulting reportable segment. See Note 4 – Acquisitions in the Notes to Consolidated Financial Statements for further information.

Revenue Recognition

The Company generates substantially all of its revenues from providing professional consulting services to its clients. Revenues are recognized when control of the promised service is transferred to the Company’s clients, in an amount that reflects the consideration expected in exchange for the services rendered. Revenue is recorded net of sales or other transaction taxes collected from clients and remitted to taxing authorities. Revenues for the vast majority of ~~our~~the Company's contracts are recognized over time, based on hours worked by the Company’s professionals. The performance of the agreed-to service over time is the single performance obligation for revenues. Certain clients may receive discounts (for example, volume discounts or rebates) to the amounts billed. These discounts or rebates are considered variable consideration. Management evaluates the facts and circumstances of each contract and client relationship to estimate the variable consideration assessing the most likely amount to recognize and considering management’s expectation of the volume of services to be provided over the applicable period. Rebates are the largest component of variable consideration and are estimated using the most-likely-amount method, contracts terms and estimates of revenue. Revenues are recognized net of variable consideration to the extent that it is probable that a significant reversal of revenues will not occur in subsequent periods.

On a limited basis, the Company may have fixed-price contracts, for which revenues are recognized over time using the input method based on time incurred as a proportion of estimated total time. Time incurred represents work performed, which corresponds with, and therefore best depicts, the transfer of control to the client. Management uses significant judgments when estimating the total hours expected to complete the contract performance obligation. It is possible that updated estimates for consulting engagements may vary from initial estimates with such updates being recognized in the period of determination. Depending on the timing of billings and services rendered, the Company accrues or defers revenue as appropriate.

The Company recognizes revenues primarily on a gross basis as it acts as a principal for primarily all of its revenue transactions. The Company has concluded that gross reporting is appropriate because it controls the services before they are transferred to the customers. The Company a) has the risk of identifying and hiring qualified consultants; b) has the discretion to select the consultants and establish the price and responsibilities for services to be provided; c) is primarily responsible for fulfilling the promise to provide the service to the customer; and d) bears the risk for services provided that are not fully paid for by clients. The Company recognizes all reimbursements received from clients for “out-of-pocket” expenses as revenue and all such expenses as cost of services.

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Commissions earned by the Company’s sales professionals are considered incremental and recoverable costs of obtaining a contract with a customer. The Company elected to apply the practical expedient to expense sales commissions as incurred as the expected amortization period is one year or less. Sales commissions are recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

The Company’s clients are contractually obligated to pay the Company for all hours billed. The Company invoices most of its clients on a weekly basis or, in certain circumstances, on a bi-weekly or monthly basis, and its typical arrangement of payment is due within 30 days. To a much lesser extent, in certain circumstances, the Company also earns revenue if one of its consultants is hired by, or if the Company places an outside candidate with, its client. Conversion fees or permanent placement fees are recognized when one of the Company’s professionals, or a candidate identified by the Company, accepts an offer of permanent employment from a client and all requisite terms of the agreement have been met. Such conversion fees or permanent placement fees are recognized when the performance obligation is considered complete, which the Company considers a) when the consultant or candidate accepts the position; b) the consultant or candidate has notified either ~~RGP~~the Company or their current employer of their decision; and c) the start date is within the Company’s current quarter.

The Company’s contracts generally have termination-for-convenience provisions and do not have termination penalties. While clients are contractually obligated to pay the Company for all hours billed, the Company does not have long-term agreements with its clients for the provision of services and the Company’s clients may terminate engagements at any time. All costs of compensating the Company’s professionals for services provided are the responsibility of the Company and are included in cost of services.

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Per Share Information

The Company presents both basic and diluted earnings (loss) per share (“EPS”). Basic EPS is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted EPS is based upon the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive shares of common stock include the assumed exercise of outstanding in-the-money stock options, assumed issuance of common stock under the Company's 2019 Employee Stock Purchase Plan, as amended (“ESPP”), assumed release of outstanding restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) using the treasury stock method. However, potentially dilutive shares of common stock are excluded from the computation in periods in which they have an anti-dilutive effect.

During the three and six months ended ~~August~~November 3029, 2025 and November 23, 2024, the Company incurred a net loss, and as a result potentially dilutive common shares issuable from the assumed exercise of stock options and the assumed release of shares of common stock under the outstanding ESPP, RSAs, RSUs, and PSUs awards were not included in the diluted shares used to calculate net loss per share, as their inclusion would have been anti-dilutive.

The following table summarizes the calculation of net loss per common share for the three and six months ended ~~August~~November 3029, 2025 and ~~August~~November 2423, 2024 (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	August 30,2025		August 24,2024
	November 29,2025		November 23,2024		November 29,2025		November 23,2024
Net loss	$	(212,~~405~~661)	$	(568,~~707~~715)	$	(15,066)	$	(74,422)
Weighted-average shares, basic and diluted	33,~~062~~281		33,~~407~~046		33,172		33,226
Net loss per common share:
Basic and diluted	$	(0.0738)	$	(02.1708)	$	(0.45)	$	(2.24)
Anti-dilutive shares not included above	32,~~235~~746		2,~~379~~940		3,028		2,813

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Financial Instruments

The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.

Level 3 – Unobservable inputs.

The Company’s financial instruments, including cash and cash equivalents, trade accounts receivable, accounts payable and other accrued expenses, and long-term debt, are carried at cost, which approximates their fair value because of the short-term maturity of these instruments or because their stated interest rates are indicative of market interest rates.

Long-lived Assets

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment, the Company evaluates the recoverability of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The impairment test is comprised of two steps. The first step compares the carrying amount of the asset to the sum of expected undiscounted future cash flows. If the sum of expected undiscounted future cash flows exceeds the carrying amount of the asset, no impairment is taken. If the sum of expected undiscounted future cash flows is less than the carrying amount of the asset, a second step is warranted and an impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value calculated using the present value of estimated net future cash flows. The Company did not record any impairment during the three and six months ended November 29, 2025 and November 23, 2024.

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asset exceeds its fair value calculated using the present value of estimated net future cash flows. The Company did not record any impairment during the three months ended August 30, 2025 and August 24, 2024.

Goodwill and Intangible Assets

Goodwill is recorded at the time of an acquisition and is calculated as the difference between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. Goodwill is not subject to amortization but the carrying value is tested for impairment on an annual basis, as of the first day of the fourth quarter, or more frequently if the Company believes indicators of impairment exist. There were no impairment indicators for the three and six months ended ~~August~~November 3029, 2025 and as such, the Company did not perform an interim goodwill impairment analysis in either the first ~~quarter~~or second quarters of fiscal 2026. A goodwill impairment analysis was performed ~~concurrently~~in ~~with~~ the first quarter of fiscal 2025 due to a change in the Company's operating segments and in the ~~first~~second quarter of fiscal 2025 due to a decrease in market capitalization and slower-than-expected recovery in the On-Demand Talent and Europe & Asia Pacific segments. See Note 5 – Goodwill and Intangible Assets for further information.

Impairment testing is conducted at the reporting unit level. Under ASC 350, Intangibles - Goodwill and Other, the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment.

Under the quantitative analysis, the fair value of the reporting units is determined by using a market-based approach, an income-based approach or a combination thereof. The market-based approach estimates fair value by applying revenue and EBITDA multiples to each reporting unit’s operating performance. The multiples are derived from guideline public companies with similar operating and investment characteristics to the Company's reporting units, and are evaluated and adjusted, if needed, based on specific characteristics of the reporting units relative to the selected guideline companies. The market-based approach requires the Company to make a series of assumptions that involve significant judgment, such as the selection of comparable companies and the evaluation of the multiples. The income-based approach estimates fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects the relevant risks associated with each reporting unit and the time value of money. The income approach also requires a series of assumptions that involve significant judgment, such as revenue projections and Adjusted EBITDA margin projections, which are based on historical experience and internal forecasts about future performance.

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While the Company believes that the assumptions underlying its quantitative assessment are reasonable, these assumptions could have a significant impact on whether a non-cash impairment charge is recognized and the magnitude of such charge. The results of an impairment analysis are as of a point in time. There is no assurance that the actual future earnings or cash flows of the reporting units will be consistent with the Company’s projections.

The Company’s identifiable intangible assets include customer contracts and relationships, and computer software, including internally-developed software. These assets are amortized on a straight-line basis over lives ranging from one to twelve years. For intangible assets subject to amortization, if the estimated undiscounted expected future cash flows are less than the net book value, an impairment loss is recognized equal to the amount by which the net book value exceeds the estimated fair value of assets. The Company reviewed its intangible assets and did not identify any impairment indicators during the ~~three~~six months ended ~~August~~November 3029, 2025 and ~~August~~November 2423, 2024.

See Note 5 – Goodwill and Intangible Assets for further information.

Capitalized Hosting Arrangements

The capitalized hosting arrangements costs are primarily related to the Company's implementation of a cloud-based enterprise resource planning system and talent acquisition and management system. Such costs include third party implementation costs and costs associated with internal resources directly involved in the implementation. Capitalized hosting arrangements are stated at historical cost and amortized on a straight-line basis over an estimated useful life of the expected term of the hosting arrangement, taking into consideration several other factors such as, but not limited to, options to extend the hosting arrangement or options to terminate the hosting arrangement. The amortization of capitalized implementation costs for hosting arrangements will commence when the systems are ready for their intended use and will be presented as operating expenses on the Company's Consolidated Statements of Operations consistent with the presentation for expensing the fees for the associated hosting arrangement.

As of ~~August~~November 3029, 2025 and May 31, 2025, the capitalized costs related to hosting arrangements, net of accumulated amortization, were $1817.14 million and $19.0 million, respectively. These capitalized hosting arrangements are included in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets. The Company incurred $0.8 million and $1.6 million of amortization expense during the three and six months ended November 29, 2025, and $0.1 million and $0.2 million of amortization expense during the three and six months ended November 23, 2024, respectively, related to these arrangements.

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included in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets. The Company incurred $0.8 million and $0.1 million of amortization expense during the three months ended August 30, 2025 and August 24, 2024, respectively, related to these arrangements.

Share Repurchases and Retirement of Treasury Shares

The Company’s stock repurchase programs authorize the Company to repurchase shares at the discretion of the Company’s senior executives based on numerous factors, including, without limitation, share price and other market conditions, the Company’s ongoing capital allocation planning, the levels of cash and debt balances, and other demands for cash. The Company records the shares repurchased as treasury stock based on the amount paid to repurchase its shares. Direct costs incurred to acquire treasury stock are treated like stock issue costs and added to the cost of the treasury stock.

The Company accounts for the retirement of treasury shares using the par-value method under which the cost of repurchased and retired treasury shares in excess of the par value is allocated between additional paid-in capital and retained earnings. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. The Company uses the weighted-average cost flow assumption to identify and assign the original issue proceeds to the cost of the repurchased and retired treasury shares. The Company believes that this allocation method is preferable because it more accurately reflects its paid-in capital balances by allocating the cost of the repurchased and retired treasury shares to paid-in capital in proportion to paid-in capital associated with the original issuance of those shares.

See Note 9 — Stockholders’ Equity for further information on the repurchase of shares.

Restructuring Charges

Restructuring charges incurred by the Company are associated with cost optimization initiatives and consist primarily of severance costs for reductions in force and professional fees incurred in connection with the initiative. The Company evaluates the nature of the severance costs to determine if they relate to ongoing benefit arrangements, which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits ("ASC 712"), or one-time benefit arrangements, which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefit can be reasonably estimated. One-time employee termination costs are recognized when management has

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communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. Restructuring charges are recorded in selling, general and administrative expenses in the consolidated statements of operations. See Note 10, Restructuring and Company Transformation Initiative, for additional information on restructuring charges.

Recently Issued Accounting Guidance

In ~~September~~December 2025, the FASB issued Accounting Standards Update ("ASU") 2025-0611, ~~Intangibles~~Interim —Reporting ~~Goodwill~~(Topic ~~and~~270): ~~Other — Internal~~Narrow-~~Use~~Scope ~~Software~~Improvements ("ASU 2025-0611"), which ~~removes~~clarifies ~~all~~interim ~~references~~disclosure torequirements ~~prescriptive~~by ~~and~~improving ~~sequential~~the ~~software~~navigability ~~development~~of ~~stages~~the ~~(referred to as "project stages"). An entity will be~~ required tointerim ~~start~~disclosures ~~capitalizing~~and ~~software~~clarifying ~~costs~~ when ~~(i)~~that ~~management~~guidance ~~has~~is ~~authorized~~applicable. ~~and~~The ~~committed~~standard tois ~~funding~~intended ~~the~~to ~~software~~help ~~project~~entities ~~and~~determine ~~(ii)~~whether itdisclosures isnot ~~probable~~specified ~~that~~in ~~the~~Topic ~~project~~270 ~~will~~should be ~~completed~~provided ~~and~~in ~~the~~interim ~~software~~reporting ~~will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold")~~periods. ASU 2025-0611 is effective for ~~fiscal~~interim ~~years~~reporting periods within annual reporting period beginning after December 15, 2027~~, and interim reporting periods within those annual periods~~. Early adoption is permitted ~~as of the beginning of the annual reporting period~~. The Company ~~does~~is ~~not~~currently ~~expect~~evaluating ~~this~~the ~~guidance~~impact toof ~~have~~ASU a2025-11 ~~material impact~~ on its financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software ("ASU 2025-06"), which removes all references to prescriptive and sequential software development stages (referred to as "project stages"). An entity will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of the annual reporting period. The Company does not expect this guidance to have a material impact on its financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company currently expects to adopt this guidance in its fiscal year beginning May 31, 2026. The Company is currently evaluating the impact of ASU 2025-05 on its financial statements and disclosures.

Recently Adopted Accounting Guidance

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance is intended to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The guidance was effective for annual periods beginning after December 15, 2024. The Company adopted this guidance in the fiscal year ending May 30, 2026 and expects to implement the related income tax disclosure requirements in its annual report on Form 10-K. The Company does not anticipate the adopted guidance to have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance is intended to improve reportable segment disclosure requirements for public entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit. This guidance was effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company adopted this guidance in the fiscal year ending May 31, 2025. For additional information, refer to Note 1213 – Segment Information and Enterprise Reporting.

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3. Revenues

The timing of revenue recognition, billings and cash collections affects the recognition of trade accounts receivable, contract assets and contract liabilities.

Contract assets represent the Company’s rights to consideration for completed performance under the contract (i.e., unbilled receivables), in which the Company has transferred control of the product or services before there is an unconditional right to payment. Contract assets were $25.1 million and $30.7 million as of August 30, 2025 and May 31, 2025, respectively, which were included in trade accounts receivable in the Consolidated Balance Sheets.

Contract liabilities represent deferred revenue when cash is received in advance of performance of services and are presented in other current liabilities in the Consolidated Balance Sheets. Contract liabilities were $4.5 million and $4.3 million as of August 30, 2025 and May 31, 2025, respectively. Revenue recognized during the three months ended August 30, 2025 that was included in deferred revenue as of May 31, 2025 was $1.8 million. Revenue recognized during the three months ended August 24, 2024 that was included in deferred revenue as of May 25, 2024 was $0.6 million.14

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unconditional right to payment. Contract assets were $23.8 million and $30.7 million as of November 29, 2025 and May 31, 2025, respectively, which were included in trade accounts receivable in the Consolidated Balance Sheets.

Contract liabilities represent deferred revenue when cash is received in advance of performance of services and are presented in other current liabilities in the Consolidated Balance Sheets. Contract liabilities were $7.5 million and $4.3 million as of November 29, 2025 and May 31, 2025, respectively. Revenue recognized during the three and six months ended November 29, 2025 that was included in deferred revenue as of May 31, 2025 was $1.0 million and $2.8 million, respectively. Revenue recognized during the three and six months ended November 23, 2024 that was included in deferred revenue as of May 25, 2024 was $0.9 million and $1.5 million, respectively.

4. Acquisitions

Acquisition of Reference Point

On July 1, 2024, the Company entered into an Amended and Restated Membership Interest Purchase Agreement ~~(the “Reference Point MIPA”)~~ with Reference Point and the holder of all the outstanding membership interests of Reference Point, in which the Company acquired 100% of the membership interests of Reference Point. Reference Point is a strategy, management, and technology consulting firm serving the financial services sector across four areas of focus: Strategy & Management, Risk & Regulatory Compliance, Digital & Technology and Data & Analytics. The Company paid cash consideration of $23.2 million (net of $0.2 million cash acquired).

Results of operations of Reference Point are included within the Consulting Services operating segment in the Consolidated Statements of Operations from the date of acquisition. During the three and six months ended ~~August~~November 3029, 2025, the Company incurred $0.5 million and ~~August~~$0.9 million, respectively, in acquisition costs consisting primarily of employee compensation costs related to the acquired business. During the three and six months ended November 2423, 2024, the Company incurred $0.45 million and $1.38 million, respectively, in acquisition costs, ~~that~~including professional services fees incurred in connection with the transaction and employee compensation costs. Acquisition costs were recorded in selling, general and administrative expenses in the Consolidated Statements of Operations.

In accordance with ASC 805, Business Combinations, the Company made an allocation of the purchase price for Reference Point based on the fair value of the assets acquired and liabilities assumed, with the residual amount recorded as goodwill. The Company’s purchase price allocation considered a number of factors, including the valuation of identifiable intangible assets. In connection with this acquisition, the Company recorded total intangible assets consisting of $14.4 million for customer relationships (to be amortized over 12 years), $0.7 million related to a non-compete agreement (to be amortized over 5 years) and $0.6 million for trade name (to be amortized over 1 year). The Company also recorded $6.9 million of goodwill, which is expected to be deductible for tax purposes. The goodwill is attributable primarily to expected synergies and the assembled workforce of Reference Point.

The following table summarizes the consideration for the acquisition of Reference Point and the amounts of the identified assets acquired and liabilities assumed at the acquisition date:

Fair value of consideration transferred (in thousands):


Cash	$	23,417

1315

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The following table summarizes the amounts of identifiable assets acquired and liabilities assumed that were recognized at the acquisition date (in thousands):


Cash and cash equivalents	$	248
Trade accounts receivable (1)	2,013
Prepaid expenses and other current assets	52

Intangible assets	15,720
Property and equipment	28
Other non-current assets	63
Total identifiable assets	18,124
Accounts payable and other accrued expenses	47
Accrued salaries and related obligations	988

Other liabilities	527
Total liabilities assumed	1,562
Net identifiable assets acquired	16,562
Goodwill	6,855
Net assets acquired	$	23,417

(1)The gross contractual amount of accounts receivable of $2.0 million was fully collected during fiscal 2025.

The weighted-average useful life of all Reference Point's intangible assets is 11.3 years as of the date of acquisition.

5. Goodwill and Intangible Assets

As described in Note 2 – Summary of Significant Accounting Policies, the Company performs its annual impairment test for goodwill impairment in the fourth quarter, unless indicators of impairment exist, at which point the Company may perform interim quantitative goodwill impairment analysis. There were no impairment indicators for the three months ended ~~August~~November 3029, 2025 and as such, the Company did not perform an interim goodwill impairment analysis in the ~~first~~second quarter of fiscal 2026.

Second Quarter 2025 Interim Impairment Assessments

During the second quarter of fiscal 2025, a decrease in market capitalization and slower-than-expected recovery in the On-Demand Talent and Europe & Asia Pacific segments triggered a goodwill impairment assessment. Using a combination of income-based and market-based approaches to determine the fair value of its reporting units with goodwill, the Company determined that the carrying values of On-Demand Talent and Europe & Asia Pacific segments exceeded their fair values. As a result, a non-cash goodwill impairment charge of $79.5 million was recorded, comprised of the excess in carrying value over fair value of $48.4 million for On-Demand Talent and $21.7 million for Europe & Asia Pacific, as well as $9.3 million related to deferred tax impacts from the charges recorded in the On-Demand Talent segment.

First Quarter 2025 Interim Impairment Assessment

During the first quarter of fiscal 2025, concurrent with the change in the Company’s operating segments, which were aligned to the Company’s reporting units and reportable segments, the Company allocated goodwill to each of its reporting units under the new organizational structure on a relative fair value basis. The Company estimated the fair values of the reporting units based on the income-based approach. The income-based approach was based on the present value of discounted cash flows of each reporting unit, using the Company’s assumptions regarding revenue growth rates, forecasted gross profit margins, forecasted earnings and free cash flows, terminal period growth rates, and other economic and market trends. Additionally, the present value was based on applying a weighted average cost of capital, which considered long-term interest rates and cost of equity based on the reporting segment’s risk profile. As a result of the analysis, a non-cash goodwill impairment charge of $3.9 million was recorded for the excess in carrying value over fair value of the Europe & Asia Pacific segment.

In performing the goodwill impairment assessments, the Company considered the assumptions used in determining the estimated fair values of its reporting units to be reasonable and appropriate. However, the assumptions are complex and subjective, and additional adverse changes in a key assumption or a combination of key assumptions may significantly affect the Company’s assessment of the fair value and goodwill impairment. These assumptions include, among other things, a failure to meet expected earnings or other financial plans; changes in the discount rate, the terminal growth rate or tax rates; or significant changes in industry or economic trends. If the assumptions noted above adversely change, negative macroeconomic conditions worsen or the Company’s market capitalization decreases for a sustained period of time, the Company may be required to perform an additional impairment analysis that could result in additional impairment charges and materially adversely affect the Company’s financial condition and results of operations.16

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~~There~~In ~~were~~performing nothe goodwill impairment assessments, the Company considered the assumptions used in determining the estimated fair values of its reporting units to be reasonable and appropriate. However, the assumptions are complex and subjective, and additional adverse changes in a key assumption or a combination of key assumptions may significantly affect the ~~carrying~~Company’s ~~amount~~assessment of the fair value and goodwill ~~during~~impairment. These assumptions include, among other things, a failure to meet expected earnings or other financial plans; changes in the ~~three~~discount ~~months~~rate, ~~ended~~the ~~August 30~~terminal growth rate or tax rates; or significant changes in industry or economic trends. If the assumptions noted above adversely change, ~~2025~~negative ~~and~~macroeconomic ~~all~~conditions ~~goodwill~~worsen onor the Company'’s ~~Consolidated~~market ~~Balance~~capitalization ~~Sheet~~decreases isfor ~~allocated~~a sustained period of time, the Company may be required to perform an additional impairment analysis that could result in additional impairment charges and materially adversely affect the ~~Outsourced~~Company’s ~~Services~~financial ~~segment~~condition and results of operations.

There were no changes in the carrying amount of goodwill during the six months ended November 29, 2025 and all goodwill on the Company's Consolidated Balance Sheet is allocated to the Outsourced Services segment.

The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization (in thousands, except for estimated useful life):

		As of August 30, 2025						As of May 31, 2025
		As of November 29, 2025						As of May 31, 2025
	EstimatedUsefulLife	GrossCarrying Amount		AccumulatedAmortization		NetCarrying Amount		GrossCarrying Amount		AccumulatedAmortization		NetCarrying Amount
Customer contracts and relationships	7 - 12 years	$	39,500	$	(2223,~~267~~374)	$	1716,~~233~~126	$	39,500	$	(21,160)	$	18,340
Trade names	1 year	600		(600)		—		600		(550)		50
Non-Compete Agreements	5 years	720		(~~168~~204)		~~552~~516		720		(132)		588
Total		$	40,820	$	(2324,~~035~~178)	$	1716,~~785~~642	$	40,820	$	(21,842)	$	18,978

The Company recorded amortization expense of $1.2 1 million and $1.5 6 million for the three months ended ~~August~~November 3029, 2025 and ~~August~~November 2423, 2024, respectively, and $2.3 million and $3.1 million for the six months ended November 29, 2025 and November 23, 2024, respectively.

The following table presents future estimated amortization expense based on existing intangible assets held for use (in thousands):

Fiscal Years:

2026 (remaining nine months)	$	2,636
2026 (remaining six months)	$	1,493
2027	1,859
2028	1,633
2029	1,633
2030 and thereafter	10,024
Total	$	1716,~~785~~642

Actual future estimated amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes.

6. Leases

Lease cost components included within selling, general and administrative expenses in the Consolidated Statements of Operations were as follows (in thousands):

	Three Months Ended
	August 30, 2025		August 24, 2024
Operating lease cost	$	1,774	$	1,727
Short-term lease cost	56		79
Variable lease cost	368		381
Sublease income (1)	(128)		(179)
Total lease cost	$	2,070	$	2,008

(1)Sublease income represents rental income received by the Company as sublessor.

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The weighted-average lease term and weighted-average discount rate for operating leases as of August 30, 2025 and May 31, 2025 are presented in the following table:


	Three Months Ended				Six Months Ended
	November 29, 2025		November 23, 2024		November 29, 2025		November 23, 2024
Operating lease cost	$	1,650	$	1,725	$	3,424	$	3,452
Short-term lease cost	91		121		147		200
Variable lease cost	248		365		616		746
Sublease income (1)	(67)		(179)		(195)		(358)
Total lease cost	$	1,922	$	2,032	$	3,992	$	4,040

	As ofAugust 30, 2025	As ofMay 31, 2025
Weighted-average remaining lease term	6.1 years	6.2 years
Weighted-average discount rate	5.15%	5.12%

(1)Sublease income represents rental income received by the Company as sublessor.

The weighted-average lease term and weighted-average discount rate for operating leases as of November 29, 2025 and May 31, 2025 are presented in the following table:


	As of November 29, 2025	As of May 31, 2025
Weighted-average remaining lease term	6.1 years	6.2 years
Weighted-average discount rate	5.16%	5.12%

Cash flow and other noncash information related to operating leases is included in the following table (in thousands):

	Three Months Ended				Six Months Ended
	August 30, 2025		August 24, 2024
	November 29, 2025		November 23, 2024		November 29,2025		November 23,2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,~~826~~762	$	1,~~692~~754	$	3,588	$	3,446
Right-of-use assets obtained in exchange for new operating lease obligations	$	~~1,612~~636	$	132,~~085~~789	$	2,248	$	15,874

Future maturities of operating lease liabilities at ~~August~~November 3029, 2025 are presented in the following table (in thousands):

Fiscal Years:	Operating Lease Maturity
2026 (remaining nine months)	$	4,891
2026 (remaining six months)	$	3,209
2027	5,~~149~~257
2028	4,~~727~~839
2029	3,~~879~~994
2030	3,~~148~~266
Thereafter	8,~~014~~308
Total future lease payments	2928,~~808~~873
Less: interest	(4,~~455~~260)
Present value of operating lease liabilities	$	2524,~~353~~613

7. Long-Term Debt

On July 2, 2025, the Company, Resources Connection LLC, as borrowers, and all of the Company’s domestic subsidiaries, as guarantors, entered into a credit agreement with the lenders party thereto and Bank of America, N.A. as administrative agent, L/C issuer and the swingline lender (the “2025 Credit Facility”), and concurrently terminated the 2021 Credit Facility (as defined below). The 2025 Credit Facility provides for a secured revolving loan, available in an amount up to the lesser of $50.0 million and a borrowing base formula tied to eligible receivables, which includes a $10.0 million sublimit for the issuance of standby letters of credit. The 2025 Credit Facility also includes an option to increase the amount of the revolving loan up to an additional $15.0 million. The 2025 Credit Facility will mature on November 30, 2029. The obligations under the 2025 Credit Facility are secured by substantially all assets of the Company, Resources Connection LLC and all of the Company’s domestic subsidiaries.

Entry into the 2025 Credit Facility was accounted for as a modification or extinguishment for certain lenders in accordance with the applicable accounting guidance. Accordingly, debt issuance costs of $0.3 million will be amortized to interest expense over the remaining term of the 2025 Credit Facility. Additionally, the Company recognized $0.1 million for the write-off of original debt issuance costs associated with the modification within interest expense during the three months ended August 30, 2025.18

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onamount up to the ~~Company's~~lesser ~~Consolidated~~of ~~EBITDA~~$50.0 million ~~(as~~and ~~defined~~a inborrowing base formula tied to eligible receivables, which includes a $10.0 million sublimit for the issuance of standby letters of credit. The 2025 Credit Facility) also includes an option to increase the amount of the revolving loan up to an additional $15.0 million. The ~~Company~~2025 isCredit ~~also~~Facility ~~obligated~~will tomature ~~pay~~on ~~other~~November ~~customary~~30, ~~facility~~2029. ~~fees~~The ~~for~~obligations aunder ~~credit~~the ~~facility~~2025 Credit Facility are secured by substantially all assets of ~~this~~the ~~size~~Company, Resources Connection LLC and ~~type~~all of the Company’s domestic subsidiaries.

Borrowings under the 2025 Credit Facility bear interest at a rate per annum of either, at the Company's election (i) Term SOFR (as defined in the 2025 Credit Facility) plus a margin ranging from 1.25% to 2.50% or (ii) the Base Rate (as defined in the 2025 Credit Facility), plus a margin of 0.25% to 1.50%, in either case, with the applicable margin depending on the Company's Consolidated EBITDA (as defined in the 2025 Credit Facility). The Company is also obligated to pay other customary facility fees for a credit facility of this size and type.

The 2025 Credit Facility contains customary covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets and financial covenants to maintain a certain consolidated total net leverage ratio and a consolidated fixed charge coverage ratio. Upon the occurrence of an event of default under the 2025 Credit Facility, the lender may cease making loans, terminate the 2025 Credit Facility, and declare all amounts outstanding to be immediately due and payable. The 2025 Credit Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults.

Prior to July 2, 2025, the Company had a revolving credit facility with Bank of America, N.A., pursuant to the terms of the credit agreement dated November 12, 2021 by and among the Company and Resources Connection LLC, as borrowers, all of the Company’s domestic subsidiaries, as guarantors, the lenders that are party thereto and Bank of America, N.A. as administrative agent for the lenders (the “2021 Credit Facility”). The 2021 Credit Facility was originally set to mature on November 12, 2026; however it was terminated on July 2, 2025 in connection with entering into the 2025 Credit Facility.

As of ~~August~~November 3029, 2025, the Company was compliant with all financial covenants under the 2025 Credit Facility. The Company had no debt outstanding under the 2025 Credit Facility as of ~~August~~November 3029, 2025 and no debt outstanding under the 2021 Credit Facility as of May 31, 2025. However, the Company had $0.7 million and $1.0 million of outstanding letters of credit issued as of ~~August~~November 3029, 2025 and May 31, 2025, respectively, under the 2025 Credit Facility and the 2021 Credit Facility, respectively. As of ~~August~~November 3029, 2025, there was up to $49.3 million of potential remaining capacity under the 2025 Credit Facility subject to the terms of the 2025 Credit Facility and related financial covenants.

On November 2, 2022, Resources Global Enterprise Consulting (Beijing) Co., Ltd. (a wholly-owned subsidiary of the Company), as borrower, and the Company, as guarantor, entered into a RMB 13.4 million ($1.8 million based on the prevailing exchange rate on November 2, 2022) revolving credit facility with Bank of America, N.A. (Beijing) as the lender (the “Beijing Revolver”). The Beijing Revolver bears interest at loan prime rate plus 0.80%. Interest incurred on borrowings will be payable monthly in arrears. As of ~~August~~November 3029, 2025, the Company had no debt outstanding under the Beijing Revolver and RMB 13.4 million ($1.9 million based on the prevailing exchange rate on ~~August~~November 3029, 2025) in available credit. The availability of proceeds under the Beijing Revolver is at the lender's absolute discretion and may be terminated at any time by the lender, with or without prior notice to the borrower.

8. Income Taxes

For the three months ended ~~August~~November 3029, 2025 ~~and August 24~~, ~~2024,~~ the Company’'s income tax expense was $0.57 million, with an effective tax rate of 246.70%, and ~~$1.1~~for ~~million,~~the anthree ~~effective~~months ~~tax~~ended ~~rate of 22.7%~~November 23, ~~respectively. The income tax expense~~2024, ~~driven primarily by an increase in~~ the ~~domestic~~Company's ~~and~~income ~~foreign valuation allowance in the first quarter of fiscal 2026 and the non-deductible~~ tax ~~adjustment~~benefit onwas ~~goodwill~~$7.7 ~~impairment~~million inwith ~~the~~an ~~first quarter of fiscal 2025, measured against consolidated pretax losses resulted in the negative~~ effective tax rate inof ~~both quarters~~10.1%.

For the six months ended November 29, 2025 the Company's income tax expense was $1.2 million with an effective tax rate of 8.6%, and for the six months ended November 23, 2024, the Company's income tax benefit was

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$6.7 million with an effective tax rate of 8.2%. The income tax expense in fiscal 2026 was primarily attributable to income tax expense from profitable foreign jurisdictions, while losses in certain domestic and foreign jurisdictions do not result in a tax benefit due to the existence of valuation allowances. The income tax benefit in fiscal 2025 was primarily attributed to the Company’s consolidated pretax loss, reduced by the permanent disallowance of a portion of the goodwill impairment for tax purposes.

Due to the sensitivity of the estimated annual effective tax rate to changes in estimated annual pretax results, the Company determined that the discrete method, whereby the year-to-date actual effective tax rate is applied, is the appropriate approach in its computation of the interim tax provision for the current fiscal year, as the use of the estimated annual effective tax rate would provide a distortive result.

The Company’s total liability for unrecognized gross tax benefits, including accrued interest and penalties, was $1.12 million as of ~~both August~~November 3029, 2025 and $1.1 million as of May 31, 2025, which, if ultimately recognized, would impact the effective tax rate in future periods. There is a possibility that the unrecognized gross tax benefits of $1.2 million will be recognized within the next 12 months due to the expiration of a statute of limitation. The unrecognized tax benefits are included in other long-term liabilities in the Consolidated Balance Sheets. None of the unrecognized tax benefits are considered short-term liabilities as the Company does not anticipate any cash payments to settle the liability within the next 12 months.

9. Stockholders’ Equity

Stock Repurchase Program

The Company’s Board of Directors has previously approved two stock repurchase programs authorizing the repurchase, at the discretion of the Company’s senior executives, of the Company’s common stock for a designated aggregate dollar limit. In July 2015, the first program was authorized for an aggregate dollar limit not to exceed $150 million, and in October 2024, the second program was authorized for an additional dollar limit not to exceed $50 million (collectively, the “Stock Repurchase Programs”). Subject to the aggregate dollar limits, the currently authorized Stock Repurchase Programs do not have an expiration date. Repurchases under the programs may take place in the open market or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan. No shares of the Company's common stock were purchased on the open market during the three and six months ended November 29, 2025. As of November 29, 2025, approximately $79.2 million remained available for future repurchases of the Company’s common stock under the Stock Repurchase Programs. During the three months ended November 23, 2024, the Company repurchased 598,031 shares of its common stock on the open market at an average price of $8.36 per share, for an aggregate total purchase price of approximately $5.0 million. During the six months ended November 23, 2024, the Company repurchased 1,028,315 shares of its common stock on the open market at an average price of $9.72 per share, for an aggregate total purchase price of approximately $10.0 million.

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aggregate dollar limit. In July 2015, the first program was authorized for an aggregate dollar limit not to exceed $150 million, and in October 2024, the second program was authorized for an additional dollar limit not to exceed $50 million (collectively, the “Stock Repurchase Programs”). Subject to the aggregate dollar limits, the currently authorized Stock Repurchase Programs do not have an expiration date. Repurchases under the programs may take place in the open market or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan. No shares of the Company's common stock were purchased on the open market during the three months ended August 30, 2025. As of August 30, 2025, approximately $79.2 million remained available for future repurchases of the Company’s common stock under the Stock Repurchase Programs. During the three months ended August 24, 2024, the Company repurchased 430,284 shares of its common stock on the open market at an average price of $11.62 per share, for an aggregate total purchase price of approximately $5.0 million. No share repurchases were made during the three month ended August 30, 2025.

Quarterly Dividend

Subject to approval each quarter by the Company's Board of Directors, the Company pays a regular dividend. On ~~July~~October 3016, 2025, the Board of Directors approved a regular quarterly dividend of $0.07 per share of the Company’s common stock. The dividend was paid on ~~September~~December 2612, 2025 to stockholders of record at the close of business on ~~August~~November 2914, 2025. As of ~~August~~November 3029, 2025 and May 31, 2025, $2.43 million and $2.3 million, respectively, were accrued and recorded in other current liabilities in the Company’s Consolidated Balance Sheets for dividends declared but not yet paid. Continuation of the quarterly dividend is at the discretion of the Board of Directors and depends upon the Company’s financial condition, results of operations, capital requirements, general business condition, contractual restrictions contained in the 2025 Credit Facility and other agreements, and other factors deemed relevant by the Board of Directors.

10. ~~Stock-Based~~Restructuring ~~Compensation~~and ~~Plans~~Transformation Initiative

In the first half of fiscal 2026, the Company began a transformation initiative to redesign and streamline its operating model to achieve a reduced cost structure, as well as integrating Reference Point's consulting capabilities into the existing consulting business to form a more cohesive consulting segment (the "2026 Transformation Initiative"). As part of this initiative, the Company engaged a third-party advisor to assist it in conducting a comprehensive review of its global operations. In October 2025, in connection with this effort, the Company began certain workforce reductions affecting management and administrative roles, aimed at improving efficiency, reducing costs and streamlining operations. Activity under the 2026 Transformation Initiative represents ongoing benefit arrangements, which are accounted for under ASC

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712. The Company incurred employee termination costs associated with the 2026 Transformation Initiative, which were recorded in selling, general and administrative expenses in its Consolidated Statements of Operations for the three months ended November 29, 2025. Restructuring costs were $2.9 million for both the three and six months ended November 29, 2025, which consisted of $0.8 million and $2.1 million related to third-party consulting costs and employee severance and benefits, respectively. The liability for restructuring charges under the 2026 Transformation Initiative was a nominal amount as of November 29, 2025 and was recorded in accounts payable and other accrued expenses on the Company's consolidated balance sheets.

The Company expects its transformation efforts to continue through the remainder of fiscal 2026, though the scope, timing, and impact of such actions may evolve as the review progresses. As a result, additional amounts expected to be incurred can not be estimated as of November 29, 2025.

The Company also incurred employee termination costs in connection with previous restructuring activities. During fiscal 2024, the Company initiated a cost reduction plan, including a reduction in force (the "U.S. Restructuring Plan") intended to reduce costs and streamline operations. The U.S. Restructuring Plan was substantially completed during the fiscal year ended May 25, 2024, with some costs continuing through the second quarter of fiscal 2025. Restructuring costs were related to employee severance and benefits and amounted to $0.3 million for both the three and six months ended November 23, 2024. The employee termination costs associated with the U.S. Restructuring Plan were recorded in selling, general, and administrative expenses. The restructuring liability related to the U.S. Restructuring Plan was zero at November 23, 2024 .

11. Stock-Based Compensation Plans

General

The Company's stockholders approved the Resources Connection, Inc. 2020 Performance Incentive Plan (the “2020 Plan”) on October 22, 2020, which replaced and succeeded in its entirety the Resources Connection, Inc. 2014 Performance Incentive Plan (the “2014 Plan”). On October 17, 2024, the Company’s stockholders approved an amendment and restatement of the 2020 Plan, which increased the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by 815,000 shares. Executive officers and certain employees, as well as non-employee directors of the Company and certain consultants and advisors are eligible to participate in the 2020 Plan. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2020 Plan equals: (1) 815,000 shares, plus (2) 1,797,440 (which represents the number of shares that were available for additional award grant purposes under the 2014 Plan immediately prior to the termination of the authority to grant new awards under the 2014 Plan as of October 22, 2020), plus (3) the number of any shares subject to stock options granted under the 2014 Plan or the Resources Connection, Inc. 2004 Performance Incentive Plan (together with the 2014 Plan, the “Prior Plans”) and outstanding as of October 22, 2020 which expire, or for any reason are cancelled or terminated, after that date without being exercised, plus (4) the number of any shares subject to RSA and RSU awards granted under the Prior Plans that are outstanding and unvested as of October 22, 2020 which are forfeited, terminated, cancelled, or otherwise reacquired after that date without having become vested.

Awards under the 2020 Plan may include, but are not limited to, stock options, stock appreciation rights, restricted stock, performance stock, stock units, stock bonuses and other forms of awards granted or denominated in shares of common stock or units of common stock, as well as certain cash bonus awards. Historically, the Company has granted RSA, RSUs and stock option awards under the 2020 Plan that typically vest in equal annual installments, and PSU awards under the 2020 Plan that vest upon the achievement of certain Company-wide performance targets at the end of the defined performance period. Stock option grants typically terminate ten years from the date of grant. Vesting periods for RSA, RSU and stock option awards range from three to four years. The performance period for the PSU awards is three years. As of ~~August~~November 3029, 2025, there were 1,~~424~~630,~~133~~591 shares available for further award grants under the 2020 Plan (with outstanding PSUs counted for this purpose based on the target number of shares granted).

Stock-Based Compensation Expense

~~Stock~~The Company recognizes stock-based compensation expense ~~included~~on intime-vesting ~~selling,~~equity ~~general~~awards ~~and~~ratably ~~administrative~~over ~~expenses~~the ~~was~~applicable ~~$2.3~~vesting ~~million~~period ~~and~~based ~~$1.6~~on ~~million for~~ the ~~three~~grant ~~months~~date ~~ended~~fair ~~August 30~~value, ~~2025~~net ~~and~~of ~~August 24,~~estimated ~~2024, respectively~~forfeitures. ~~These~~Expense ~~amounts~~related ~~consisted~~to ofthe ~~stock~~liability-~~based~~classified ~~compensation~~awards ~~expense~~reflects ~~related~~the tochange ~~employee~~in ~~stock~~fair ~~options,~~value ~~RSAs,~~during ~~RSU~~the ~~awards~~reporting ~~and~~period. ~~PSU~~The ~~awards~~number ~~under~~of PSUs earned at the ~~2020~~end ~~Plan~~of ~~and~~the ~~Prior~~performance ~~Plans~~period may equal, ~~employee~~exceed ~~stock~~or ~~purchases~~be ~~made~~less ~~via~~than the ~~ESPP,~~targeted ~~and~~number ~~stock~~of ~~units~~shares ~~credited~~depending ~~under~~on whether the ~~Directors~~performance ~~Deferred~~criteria ~~Compensation~~are ~~Plan~~met, surpassed or not met. During each reporting period, the Company uses the latest forecasted results to

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The Company recognizes stock-based compensation expense on time-vesting equity awards ratably over the applicable vesting period based on the grant date fair value, net of estimated forfeitures. Expense related to the liability-classified awards reflects the change in fair value during the reporting period. The number of PSUs earned at the end of the performance period may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. During each reporting period, the Company uses the latest forecasted results to estimate the number of shares to be issued at the end of the performance period. Any resulting changes to stock compensation expense are adjusted in the period in which the change in estimates occur.

Stock-based compensation expense included in selling, general and administrative expenses was $4.7 million and $1.9 million for the three months ended November 29, 2025 and November 23, 2024, respectively, and $7.0 million and $3.5 million for the six months ended November 29, 2025 and November 23, 2024, respectively. These amounts consisted of stock-based compensation expense related to employee stock options, RSAs, RSU awards and PSU awards under the 2020 Plan and Prior Plans, employee stock purchases made via the ESPP, and stock units credited under the Directors Deferred Compensation Plan. Stock-based compensation expense for the three and six months ended November 29, 2025 also included the impact of accelerated expense recognition of stock awards related to the separation of the Company's former CEO pursuant to ASC 718.

Stock-Based Award Acceleration

In connection with the separation of the Company's former CEO, Ms. Duchene's then-outstanding and unvested equity awards will accelerate and vest upon her termination date of January 3, 2026, provided that certain conditions under the Transition Agreement are met. Her outstanding PSUs will vest based on the applicable “target” number of shares subject to the award. The Company recognized all remaining fair value of Ms. Duchene's unvested equity awards in the second quarter of fiscal 2026, which totaled $3.1 million and is recorded in selling, general and administrative expenses in the consolidated statements of operations.

Stock Options

The following table summarizes the stock option activity for the ~~three~~six months ended ~~August~~November 3029, 2025 (in thousands, except weighted-average exercise price):

	Number of Options	Weighted-Average Exercise Price
Awards outstanding at May 31, 2025	1,527	$	16.89
Exercised	—	$	—
Forfeited	—	$	—
Expired	(36333)	$	1615.8962
Awards outstanding at August 30, 2025	1,491	$	16.89
Awards outstanding at November 29, 2025	1,194	$	17.24
Exercisable at August 30, 2025	1,491	$	16.89
Exercisable at November 29, 2025	1,194	$	17.24
Vested and expected to vest at August 30, 2025 (1)	1,491	$	16.89
Vested and expected to vest at November 29, 2025 (1)	1,194	$	17.24

(1)As of ~~August~~November 3029, 2025, all outstanding options have vested, and there was no unrecognized compensation cost related to unvested and outstanding employee stock options.

Valuation and Expense Information for Stock Based Compensation Plans

There were no employee stock options granted during the three and six months ended ~~August~~November 3029, 2025 ~~and August 24, 2024~~.

Employee Stock Purchase Plan

On October 20, 2022, the Company’s stockholders approved an amendment and restatement of the ESPP that increased the number of shares authorized for issuance under the ESPP by 1,500,000, resulting in a maximum number of shares of the Company’s common stock authorized for issuance under the ESPP of 3,325,000 shares.

The Company’s ESPP allows qualified employees (as defined in the ESPP) to purchase designated shares of the Company’s common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The Company issued 240,674 and 229,341 shares of common stock pursuant to the ESPP ~~for~~during the ~~three~~six months ended ~~August~~November 3029, 2025 and ~~August~~November 2423, 2024, respectively. There were 589,714 shares of common stock available for issuance under the ESPP as of ~~August~~November 3029, 2025.

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Restricted Stock Awards

The following table summarizes the activities for the unvested RSAs for the ~~three~~six months ended ~~August~~ November 3029, 2025 (in thousands, except weighted-average grant-date fair value):

	Shares	Weighted-Average Grant-Date Fair Value
Unvested at May 31, 2025	269	$	11.80
Granted	19	$	5.46
Vested	(298)	$	13.5325
Forfeited	(21)	$	11.95
Unvested as of August 30, 2025	265	$	11.31
Unvested as of November 29, 2025	169	$	10.22
Expected to vest as of August 30, 2025	260	$	11.26
Expected to vest as of November 29, 2025	166	$	10.16

As of ~~August~~November 3029, 2025, there was $1.94 million of total unrecognized compensation costs related to unvested RSAs. The cost is expected to be recognized over a weighted-average period of 1.5352 years.

Restricted Stock Units

The Company may issue either equity-classified RSUs, which are awards granted to employees under the 2020 Plan that settle in shares of the Company’s common stock, or liability-classified RSUs, which are awards credited to Board of Director members under the Directors Deferred Compensation Plan that settle in cash.

The Company also grants RSUs to its employees under the 2020 Plan, which are classified as equity awards. The following table summarizes the activities for the unvested RSUs, including both equity- and liability-classified RSUs, for the ~~three~~six months ended ~~August~~November 3029, 2025 (in thousands, except weighted-average grant-date fair value):

	Equity-Classified RSUs			Liability-Classified RSUs			Total RSUs
	Shares	Weighted-Average Grant-Date Fair Value		Shares	Weighted-Average Grant-Date Fair Value		Shares	Weighted-Average Grant-Date Fair Value
Unvested at May 31, 2025	1,323	$	11.16	63	$	11.95	1,386	$	11.20
Granted (1)	77740	$	54.0772	35	$	5.2014	80745	$	54.0772
Vested	(81305)	$	1012.3105	(326)	$	54.2085	(84331)	$	1011.1348
Forfeited	—(21)	$	—12.32	—	$	—	—(21)	$	—12.32
Unvested as of August 30, 2025	1,319	$	10.92	63	$	11.95	1,382	$	10.97
Unvested as of November 29, 2025	1,737	$	8.26	42	$	11.95	1,779	$	8.35
Expected to vest as of August 30, 2025	1,130	$	10.90	63	$	11.95	1,193	$	10.96
Expected to vest as of November 29, 2025	1,565	$	7.98	42	$	11.95	1,607	$	8.08

(1)Dividend equivalents are included in the granted shares.

As of ~~August~~November 3029, 2025, there was $8.18 million of total unrecognized compensation costs related to unvested equity-classified RSUs. The cost is expected to be recognized over a weighted-average period of 21.0787 years.

As of ~~August~~November 3029, 2025, there was $0.53 million of total unrecognized compensation costs related to unvested liability-classified RSUs. The cost is expected to be recognized over a weighted-average period of 1.7066 years.

Performance Stock Units

The Company granted PSUs to certain members of management and other select employees. The total number of shares that will vest under the PSUs will be determined at the end of the three-year performance period based on the Company’s achievement of certain revenue and Adjusted EBITDA percentage targets over the performance period. The

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total number of shares that may be earned for these awards based on performance over the performance period ranges from zero to 150% of the target number of shares.

The following table summarizes the activities for the unvested PSUs for the ~~three~~six months ended ~~August~~November 3029, 2025 (in thousands, except weighted-average grant-date fair value):

	Shares (1)	Weighted-Average Grant-Date Fair Value
Unvested at May 31, 2025	698	$	12.60
Granted (2)	917	$	—
Vested	—	$	—
Forfeited	(~~164~~187)	$	1817.2226
Unvested as of August 30, 2025	543	$	11.00
Unvested as of November 29, 2025	528	$	11.00
Expected to vest as of August 30, 2025	521	$	10.89
Expected to vest as of November 29, 2025	517	$	10.95

(1)Shares are presented at the stated target, which represents the base number of shares that would vest. Actual shares that vest may be zero to 150% of the target based on the achievement of the specific company-wide performance targets.

(2)Dividend equivalents are included in the granted shares.

As of ~~August~~November 3029, 2025, there was $10.28 million unrecognized compensation costs related to unvested PSUs. The cost is expected to be recognized over a weighted-average period of 1.7550 years.

1112. Commitments and Contingencies

Legal Proceedings

The Company is involved in certain legal matters in the ordinary course of business. In the opinion of management, all such matters, if disposed of unfavorably, would not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

1213. Segment Information and Enterprise Reporting

The Company's reportable segments are as follows:

•On-Demand Talent – provides businesses with a go-to source for bringing in experts when they need them, serving predominantly the office of the CFO.

•Consulting – drives transformation across people, processes and technology across domain areas including finance, technology and digital, risk and compliance and operational performance.

•Europe & Asia Pacific – a geographically defined segment that offers both on-demand and consulting services (excluding the digital consulting business, which is included in our Consulting segment) to clients throughout Europe & Asia Pacific.

•Outsourced Services – operating under the Countsy by RGPTM brand, this segment offers finance, accounting and HR services provided to startups, spinouts and scale-up enterprises, utilizing a technology platform and fractional team.

•Sitrick – a crisis communications and public relations firm that provides corporate, financial, transactional and crisis communication and management services.

The tables below reflect the operating results of the Company’s segments consistent with the management and performance measurement system utilized by the Company. Performance measurement is based on segment Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) before amortization expense, depreciation expense, interest and income taxes excluding stock-based compensation expense, amortized Enterprise Resource Planning (“ERP”) system

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costs, technology transformation costs, goodwill impairment, acquisition costs, gain on sale of assets, and restructuring costs. Adjusted EBITDA at the segment level excludes certain shared corporate administrative costs that are not practical to allocate. The Company’s CODMs do not evaluate segments using asset information. See Note 2 — Summary of Significant Accounting Policies for a description of the Company's CODMs.

The table below represents a reconciliation of the Company’s net loss to Adjusted EBITDA for all periods presented (in thousands):


	Three Months Ended				Six Months Ended
	November 29, 2025		November 23, 2024		November 29, 2025		November 23, 2024
Revenue:
On-Demand Talent	$	43,024	$	53,452	$	87,466	$	105,925
Consulting	42,613		60,643		86,254		115,668
Europe & Asia Pacific	20,097		19,701		39,985		37,684
Outsourced Services	9,352		9,426		19,346		18,917
All Other	2,646		2,396		4,910		4,359
Total consolidated revenue	$	117,732	$	145,618	$	237,961	$	282,553

Adjusted EBITDA:
On-Demand Talent	$	4,066	$	5,605	$	8,488	$	8,164
Consulting	4,452		9,723		9,497		17,476
Europe & Asia Pacific	1,473		1,480		2,310		1,707
Outsourced Services	1,719		1,546		4,049		2,940
All Other	354		(526)		537		(993)
Unallocated items (1)	(8,019)		(8,172)		(17,770)		(17,318)
Adjustments:
Stock-based compensation expense	(1,625)		(1,948)		(3,906)		(3,509)
Amortized ERP system costs (2)	(702)		—		(1,404)		—
Technology transformation costs (3)	—		(2,043)		—		(3,901)
Acquisition costs (4)	(474)		(515)		(899)		(1,804)
Goodwill impairment (5)	—		(79,482)		—		(83,337)
Gain on sale of assets (6)	—		—		—		3,420
Restructuring costs (7)	(2,894)		(299)		(2,894)		(252)
CEO transition costs (8)	(9,029)		—		(9,029)		—
Amortization expense	(1,143)		(1,569)		(2,336)		(3,054)
Depreciation expense	(339)		(462)		(687)		(1,002)
Interest income, net	214		215		170		363
Loss before income tax expense (benefit)	(11,947)		(76,447)		(13,874)		(81,100)
Income tax expense (benefit)	(714)		7,732		(1,192)		6,678
Net loss	$	(12,661)	$	(68,715)	$	(15,066)	$	(74,422)

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	Three Months Ended
	August 30,2025		August 24,2024
Revenue:
On-Demand Talent	$	44,442	$	52,473
Consulting	43,641		55,025
Europe & Asia Pacific	19,888		17,983
Outsourced Services	9,994		9,491
All Other	2,264		1,963
Total consolidated revenue	$	120,229	$	136,935
Adjusted EBITDA:
On-Demand Talent	$	4,422	$	2,559
Consulting	5,045		7,753
Europe & Asia Pacific	837		227
Outsourced Services	2,330		1,394
All Other	183		(467)
Unallocated items (1)	(9,752)		(9,146)
Adjustments:
Stock-based compensation expense	(2,281)		(1,561)
Amortized ERP system costs (2)	(702)		—
Technology transformation costs (3)	—		(1,858)
Acquisition costs (4)	(425)		(1,289)
Goodwill impairment (5)	—		(3,855)
Gain on sale of assets (6)	—		3,420
Restructuring costs (7)	—		47
Amortization expense	(1,193)		(1,485)
Depreciation expense	(348)		(540)
Interest (expense) income, net	(44)		148
Loss before income tax expense	(1,928)		(4,653)
Income tax expense	(477)		(1,054)
Net loss	$	(2,405)	$	(5,707)

(1) Unallocated items are generally comprised of unallocated corporate administrative costs, including management and board compensation, corporate support function costs and other general corporate costs that are not allocated to segments.

(2) Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to a newly implemented ERP system, which was recorded within selling, general, and administrative expenses on the Consolidated Statement of Operations.

(3) Technology transformation costs represent costs included in net loss related to the Company’s initiative to upgrade its technology platform globally, including a cloud-based ERP system and talent acquisition and management systems. Such costs primarily include hosting and certain other software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized.25

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~~and~~(3) ~~other~~Technology ~~professional~~transformation ~~services~~costs ~~firms.~~represent ~~See~~costs ~~Note~~included 4in –net ~~Acquisitions~~loss inrelated to the ~~Notes~~Company’s initiative to ~~Consolidated~~upgrade ~~Financial~~its ~~Statements~~technology ~~for~~platform ~~further~~globally, ~~discussion~~including a cloud-based ERP system and talent acquisition and management systems. Such costs primarily include hosting and certain other software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized.

(54) ~~The~~Acquisition ~~effect~~costs ofprimarily ~~the~~represent ~~goodwill~~costs ~~impairment~~included ~~charge~~in ~~recognized~~net ~~during~~loss related to the ~~three~~Company’s ~~months~~business ~~ended~~acquisition. ~~August 24~~These costs include transaction bonuses, ~~2024~~cash ~~was~~retention ~~related~~bonus accruals, and fees paid to the ~~Europe~~Company's &broker, ~~Asia~~legal ~~Pacific~~counsel, ~~segment~~and other professional services firms. See Note 54 – ~~Goodwill~~Acquisitions ~~and Intangible Assets~~ in the Notes to Consolidated Financial Statements for further discussion.

(5) Goodwill impairment charges recognized during the three and six months ended November 23, 2024 were related to the On-Demand Talent and Europe & Asia Pacific segments. See Note 5 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements for further discussion.

(6) Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.

(7) Restructuring costs during the three and six months ended ~~August~~November 2429, 2025 represent employee termination costs incurred in the reduction in force and non-recurring third-party consulting costs associated with the 2026 Transformation Initiative. Restructuring costs during the three and six months ended November 29, 2024 represent costs incurred in connection with the U.S. Restructuring Plan, which was authorized in October 2023 and was substantially completed during fiscal 2024.

(8) CEO transition costs represent non-recurring costs incurred in connection with the separation of the Company's former CEO. These costs include $5.9 million of cash severance and $3.1 million of non-cash stock compensation expense reflecting the acceleration of expense recognition of equity awards pursuant to ASC 718.

The tables below disclose the Company’s revenue, gross profit, significant expenses, and Adjusted EBITDA by segment (in thousands):

Three Months Ended August 30, 2025

Three Months Ended November 29, 2025

On-Demand Talent

Consulting

Europe & Asia Pacific

Outsourced Services

All Other

Revenue

4443,~~442~~024

4342,~~641~~613

1920,~~888~~097

9,~~994~~352

2,~~264~~646

Cost of services

26,~~617~~949

2627,~~571~~425

12,~~923~~925

5,~~537~~494

1,~~112~~233

Gross Profit

1716,~~825~~075

1715,~~070~~188

67,~~965~~172

43,~~457~~858

1,~~152~~413

Compensation, bonus and commissions (1)

1110,~~738~~431

87,~~892~~194

4,~~557~~127

1,~~694~~688

~~415~~440

Other segment expenses (2)

1,~~665~~578

3,~~133~~542

1,~~571~~572

~~433~~451

~~554~~619

Adjusted EBITDA

4,~~422~~066

54,~~045~~452

~~837~~1,473

21,~~330~~719

~~183~~354

Three Months Ended August 24, 2024

Three Months Ended November 23, 2024

On-Demand Talent

Consulting

Europe & Asia Pacific

Outsourced Services

All Other

Revenue

5253,~~473~~452

5560,~~025~~643

1719,~~983~~701

9,~~491~~426

12,~~963~~396

Cost of services

3332,~~081~~367

3437,~~789~~529

1112,~~690~~665

65,~~037~~784

1,~~351~~127

Gross Profit

1921,~~392~~085

2023,~~236~~114

67,~~293~~036

3,~~454~~642

~~612~~1,269

Compensation, bonus and commissions (1)

1314,~~184~~282

107,~~017~~359

43,~~307~~979

1,~~528~~493

~~506~~533

Other segment expenses (2)

31,~~649~~198

26,~~466~~032

1,~~759~~577

~~532~~603

~~573~~1,262

Adjusted EBITDA

25,~~559~~605

79,~~753~~723

~~227~~1,480

1,~~394~~546

(~~467~~526)

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	Six Months Ended November 29, 2025
	On-Demand Talent		Consulting		Europe & Asia Pacific		Outsourced Services		All Other
Revenue	$	87,466	$	86,254	$	39,985	$	19,346	$	4,910
Cost of services	53,566		53,996		25,848		11,031		2,345
Gross Profit	33,900		32,258		14,137		8,315		2,565

Compensation, bonus and commissions (1)	22,169		16,086		8,684		3,382		855
Other segment expenses (2)	3,243		6,675		3,143		884		1,173
Adjusted EBITDA	$	8,488	$	9,497	$	2,310	$	4,049	$	537


	Six Months Ended November 23, 2024
	On-Demand Talent		Consulting		Europe & Asia Pacific		Outsourced Services		All Other
Revenue	$	105,925	$	115,668	$	37,684	$	18,917	$	4,359
Cost of services	65,448		72,318		24,355		11,821		2,478
Gross Profit	40,477		43,350		13,329		7,096		1,881

Compensation, bonus and commissions (1)	27,466		17,376		8,286		3,021		1,039
Other segment expenses (2)	4,847		8,498		3,336		1,135		1,835
Adjusted EBITDA	$	8,164	$	17,476	$	1,707	$	2,940	$	(993)

(1)The significant expense category and amounts align with the segment-level information that is regularly provided to the CODMs.

(2)Other segment expenses include occupancy expenses, business expenses, marketing expenses, recruiting expenses and other operating expenses.

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The table below represents the Company’s revenue ~~and long-lived assets~~ by geographic location (in thousands):

	Revenue for the Three Months Ended				Long-Lived Assets (1) as of
	Three Months Ended				Six Months Ended
	August 30, 2025		August 24, 2024		August 30, 2025		May 31, 2025
	November 29, 2025		November 23, 2024		November 29, 2025		November 23, 2024
United States	$	95,556	$	112,452	$	24,556	$	25,297
Revenues:
International	24,673		24,483		2,022		1,677
United States	$	93,685	$	120,213	$	189,241	$	232,665
Total	$	120,229	$	136,935	$	26,578	$	26,974
International	$	24,047	25,405		48,720		49,888
Total	$	117,732	$	145,618	$	237,961	$	282,553

~~(1)Long~~The table below presents the Company's long-lived assets, ~~are~~which ~~comprised~~consist of property and equipment and right of use assets, by geographic location (in thousands):.

13. Subsequent Events


	Long-Lived Assets as of
	November 29, 2025		May 31, 2025
Long-lived assets:
United States	$	24,035	$	25,297
International	1,643		1,677
Total	$	25,678	$	26,974

~~Reduction in Force~~ 28

On September 30, 2025, the Company commenced a global reduction in its management and administrative workforce intended to enhance efficiencies through reduced costs and streamlined operations. The restructuring will result in estimated charges of approximately $2.1 million in the second quarter of fiscal 2026, primarily consisting of cash charges related to one-time employee termination benefits.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for three and six months ended ~~August~~November 3029, 2025 should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended May 31, 2025 filed with the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

This discussion and analysis contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to expectations concerning matters that are not historical facts. For example, statements discussing, among other things, expectations regarding our operating segments, expectations regarding the macroeconomic environment, expected costs and liabilities, business strategies, growth strategies and initiatives, future revenues and future performance, are forward-looking statements. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “forecast,” “future,” “intends,” “may,” “plans,” “potential,” “predicts,” “remain,” “should,” “strategy,” “target,” or “will” or similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would,” or the negative of these terms or other comparable terminology. In this Quarterly Report on Form 10-Q, such statements include statements regarding our growth, operational and strategic plans.

Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, these statements and all phases of our operations are subject to known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements and those of our industry to differ materially from those expressed or implied by these forward-looking statements. Risks and uncertainties include, but are not limited to, the following: risks related to an economic downturn or deterioration of general macroeconomic conditions, potential adverse effects to our and our clients' liquidity and financial performances from bank failures or other events affecting financial institutions, the highly competitive nature of the market for professional services, risks related to the loss of a significant number of our consultants, or an inability to attract and retain new consultants, the possible impact on our business from the loss of the services of one or more key members of our senior management or key sales professionals, risks related to potential significant increases in wages or payroll-related costs, our ability to secure new projects from clients, our ability to achieve or maintain a suitable pay/bill ratio, our ability to compete effectively in the competitive bidding process, risks related to unfavorable provisions in our contracts which may permit our clients to, among other things, terminate the contracts partially or completely at any time prior to completion, our ability to realize the level of benefit that we expect from our restructuring initiatives, risks that our recent digital expansion and technology transformation efforts may not be successful, our ability to use artificial intelligence ("AI") and machine learning in our business, our ability to build an efficient support structure as our business continues to grow and transform, our ability to grow our business, manage our growth or sustain our current business, our ability to serve clients internationally, additional operational challenges from our international activities, possible disruption of our business from our past and future acquisitions, the possibility that our recent rebranding efforts may not be successful, our potential inability to adequately protect our intellectual property rights, risks that our computer hardware and software and telecommunications systems are damaged, breached or interrupted, risks related to the failure to comply with data privacy laws and regulations and the adverse effect it may have on our reputation, results of operations or financial condition, our ability to comply with governmental, regulatory and legal requirements and company policies, the possible legal liability for damages resulting from the performance of projects by our consultants or for our clients’ mistreatment of our personnel, risks arising from changes in applicable tax laws or adverse results in tax audits or interpretations, the possible adverse effect on our business model from the reclassification of our independent contractors by foreign tax and regulatory authorities, the possible difficulty for a third party to acquire us and resulting depression of our stock price, the operating and financial restrictions from our credit facility, risks related to the variable rate of interest in our credit facility, the possible impact of activist shareholders, the possibility that we are unable to or elect not to pay our quarterly dividend payment, and other factors and uncertainties as are identified in our most recent Annual Report on Form 10-K for the year ended May 31, 2025, which was filed on July 28, 2025 ("Fiscal Year 2025 Form 10-K") and our other public filings made with the SEC (File No. 0-32113). Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business or operating results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not intend, and undertake no obligation, to update the forward-looking statements in this filing to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless required by law to do so.

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References in this filing to “Resources Global Professionals,” the “Company,” “we,” “us,” and “our” refer to Resources Connection, Inc. and its subsidiaries.

Overview

Resources Global Professionals (“RGP,” “we" or “us”) is a global professional services firm based in Dallas, Texas (with offices worldwide) focused on delivering flexible and high-impact solutions to businesses through three integrated offerings, on-demand resourcing, strategic and execution consulting, and fully outsourcing services. As a trusted human capital partner for our clients, we provide CFOs and other C-Suite leaders with the flexibility to solve today's most pressing challenges. Our core capabilities span Enterprise Strategy & Operational Performance; Finance & Accounting; Digital, Technology & Data; and Governance, Risk & Compliance. We attract top-caliber professionals with in-demand skill sets who seek a workplace environment characterized by choice and control, collaboration and human connection. The trends in today’s marketplace favor flexibility and agility as businesses confront transformation pressures and skilled labor shortages in the face of protracted economic uncertainty. Our engagements are designed to leverage a combination of bench and agile talent that are highly experienced to deliver practical solutions and more impactful results.

~~Facing~~The aCompany ~~tough~~operates market in fiscal 2025, we made deliberate choices to adapt. During the first quarter of fiscal 2025, we reorganized our business into distinct business units to establish more targeted strategies, enhance execution focus and create more brand clarity in the market place and have since operated under the following business units: (i) On-Demand Talent, (ii) Consulting, (iii) Europe & Asia Pacific, (iv) Outsourced Services, and (v) Sitrick (disclosed as "All Other"). We evolved and streamlined our consulting practices, honing in on two areas where the need and opportunities are robust: CFO Advisory, serving CFOs’ needs across people, process and technology, and Digital, Data and Cloud where we expanded our capabilities in cloud platform implementation, data strategy and analytics, AI adoption and readiness, and enterprise digital transformation, through strategic acquisitions. Furthermore, we made meaningful progress in fiscal 2025 on improving bill rates and reducing costs. Finally, we completed our technology modernization effort in our largest region, North America, which positions us for more operational efficiency as we head into fiscal 2026.

Fiscal 2026 Strategic Focus Areas

Building upon the foundation we established in fiscal 2025, we ~~continue~~are toexecuting ~~execute~~upon the following enterprise growth drivers in fiscal 2026:

•Expand cross-sell opportunities through our diversified services platform;

•~~Optimize~~Scale our high-~~growth~~value Consulting solutions and ~~evolve~~refocus ~~our~~On-Demand ~~talent~~Talent ~~strategy~~offerings to address the evolving needs of our clients;

•~~Further~~Drive ~~leverage~~improvement ~~value-based~~in ~~pricing~~cost structure; and

•~~Drive~~Further ~~improvement~~leverage invalue-based ~~cost~~pricing ~~structure~~to improve profitability.

Expand cross-sell opportunities through our diversified services platform – We offer a unique blend of services in On-Demand Talent, Consulting, and Outsourced Services, enabling high flexibility and high impact solutions for enterprises worldwide. This unique model is designed to meet clients’ evolving needs in a disrupted business environment. Our ~~consulting~~Consulting capability provides us with deeper visibility into our clients’ transformation agendas to drive greater opportunities for our On-Demand execution capabilities, while our agile talent base within our On-Demand business provides greater financial flexibility and better skill set alignment for our Consulting business. In our Outsourced Services business, we are expanding Countsy’s total addressable market beyond the start-up ecosystem to serve the finance, accounting and human resources needs surrounding spin-outs and carve-outs. In fiscal 2026, we ~~will~~are be focused on broadening client relationships by cross-selling across our diversified service offerings and introducing complementary solutions as client needs evolve. We believe this will enable us to deepen our partnerships with CFOs and business leaders, strengthen client retention, and increase wallet share while positioning the Company as a long-term, trusted partner for transformation and performance improvement.

~~Optimize~~Scale our high-~~growth~~value Consulting solutions and ~~evolve~~refocus ~~our~~On-Demand ~~talent~~offerings ~~strategy~~to address the evolving needs of our clients – In the volatile and rapidly shifting global economic environment, CFOs and business leaders need partners who combine ~~financial~~ expertise with flexibility. We will maintain our commitment to building strong relationships with ~~CFOs,~~C-suite ~~who have historically been the primary buyers of our services~~leaders, to support their organizations’ transformation journeys with specialized on-demand expertise, high-value consulting, and integrated outsourced delivery. The core solutions we will continue to build, ~~deepen~~integrate (through Reference Point) and ~~optimize~~scale are: enterprise resource planning ("ERP") and cloud finance systems modernization, financial planning and analysis enhancement, accounting close process optimization, SEC compliance, post acquisitions integration, enterprise risk management, data strategy and analytics, AI adoption and enterprise digital transformation. Concurrent to evolving our solutions to meet market demand, we will also be keenly focused on evolving our talent strategy to modernize and refresh the skillsets within our consultant base, both bench and agile, to serve our clients across On-Demand or Consulting engagements, particularly in the area of technology and AI fluency.

27Drive improvement in cost structure – In the face of persistent macro-economic uncertainty and headwinds on client demand, we have prioritized reducing our cost structure and maintaining ongoing cost discipline to deliver improved profitability. During the second quarter of 2026, we began a comprehensive review of our operating model to redesign and streamline our cost structure. In connection with this effort, we acted on certain workforce reductions affecting

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bemanagement ~~keenly~~and ~~focused~~administrative onroles, ~~evolving~~with ~~our~~an ~~talent~~expected ~~strategy~~reduction toranging ~~modernize~~from ~~and~~$6.0 ~~refresh~~million ~~the~~to ~~skillset~~$8.0 million in our ~~consultant~~annual ~~base~~run rate SG&A. We expect these transformation efforts to continue through the remainder of fiscal 2026, ~~both~~though ~~bench~~the scope, timing, and ~~agile~~impact of such actions may evolve as the review progresses. Furthermore, we expect to ~~serve~~continue to leverage our ~~clients~~newly ~~across~~implemented ~~On-Demand~~technology orto ~~Consulting~~achieve ~~engagements~~further operating efficiencies.

Further leverage value-based pricing – Building on the progress we made in fiscal 2025, we ~~will~~are ~~further~~continuing to advance our value-based pricing strategy to improve bill rates and pricing leverage, particularly in the Consulting business, as we pursue larger-scale, higher-value engagements that deliver measurable impact for clients.

~~Drive~~Fiscal ~~improvement~~2026 inDevelopments cost structure – In the face of persistent macro-economic uncertainty and headwinds on client demand, we have prioritized reducing our cost structure and maintaining ongoing cost discipline to deliver improved profitability. We expect to leverage our newly implemented technology to achieve further operating efficiencies. In addition, we will continue to assess and optimize resource allocation across the business to improve profitability.

Management Changes

Effective November 3, 2025, Roger Carlile, a director of the Company, was appointed as the Company's President and Chief Executive Officer ("CEO"). In connection with his appointment, the Company entered into an employment agreement with Mr. Carlile with a term that extends through November 3, 2028 and will automatically renew annually thereafter. In October 2025, the Company's Board of Directors elected not to renew the "Period of Employment" under the Company's existing Employment Agreement, dated February 3, 2020 and as subsequently amended, with Kate W. Duchene, the Company's former President and CEO. Ms. Duchene stepped down as the Company’s President and CEO, and as a member of the Board, on November 2, 2025. She served as an Executive Advisor through January 3, 2026 to assist the Company and Mr. Carlile with the continuity of leadership. Refer to the Company's Current Report on Form 8-K filed with the SEC on November 3, 2025 for additional information regarding the leadership transition and related compensation for Mr. Carlile and Ms. Duchene.

Company Transformation Initiative

In the first half of fiscal 2026, the Company began a transformation initiative to redesign and streamline its operating model to achieve a reduced cost structure, as well as integrating Reference Point's consulting capabilities into the existing consulting business to form a more cohesive consulting segment (the "2026 Transformation Initiative"). As part of this initiative, we engaged a third-party advisor to assist us in conducting a comprehensive review of our global operations. In October 2025, in connection with this effort, we began certain workforce reductions affecting management and administrative roles, aimed at improving efficiency, reducing costs and streamlining operations. Restructuring costs were $2.9 million for both the three and six months ended November 29, 2025. We expect our transformation efforts to continue through the remainder of fiscal 2026, though the scope, timing, and impact of such actions may evolve as the review progresses.

As we continue to evolve our consulting business to deliver higher value, larger and more complex work, we believe we will improve our ability to command higher bill rates; however, the sales cycle associated with such deal opportunities tends to be more elongated. As a result, revenue in the Consulting segment could be uneven in the near term as we continue to execute our strategy in this part of the business.

Market Trends and Uncertainties

Uncertain macroeconomic conditions including ambiguity around interest rates, softening labor markets, fluctuations in currency exchange rates, recent government and policy changes implemented in the United States, and tariff actions and uncertainties related to trade wars have created significant uncertainty in the global economy, volatility in the capital markets and recessionary pressures, which has adversely impacted our financial results. While we are not able to fully predict the potential impact, we continue to see caution in professional services spending within our client base. If these conditions or impacts persist or if a prolonged economic downturn or recession develops, it could result in a further decline in billable hours ~~and~~or negatively impact our bill rates which would adversely affect our financial results and operating cash flows.

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Fiscal Year 2025 Form 10-K, and in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Statements included in Item 8 of Part II of our Fiscal Year 2025 Form 10-K, and in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

There have been no material changes in our critical accounting policies, or in the estimates and assumptions underlying those policies, from those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of Part II of our Fiscal Year 2025 Form 10-K.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures to assess our financial and operating performance that are not defined by or calculated in accordance with GAAP. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the Consolidated Statements of Operations; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable GAAP measure so calculated and presented.

Our primary non-GAAP financial measures are listed below and reflect how we evaluate our operating results:

•Same-day constant currency revenue is adjusted for the following items:

◦Currency impact. In order to remove the impact of fluctuations in foreign currency exchange rates, we calculate same-day constant currency revenue, which represents the outcome that would have resulted had exchange rates in the current period been the same as those in effect in the comparable prior period.

◦Business days impact. In order to remove the fluctuations caused by comparable periods having a different number of business days, we calculate same-day revenue as current period revenue (adjusted for currency impact) divided by the number of business days in the current period, multiplied by the number of business days in the comparable prior period. The number of business days in each respective period is provided in the “Number of Business Days” section in the table below.

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•EBITDA is calculated as net income (loss) before amortization expense, depreciation expense, interest and income taxes.

•Adjusted EBITDA is calculated as EBITDA excluding stock-based compensation expense, amortized ERP system costs, technology transformation costs, goodwill impairment, acquisition costs, gain on sale of assets, ~~and~~ restructuring costs, CEO transition costs, and other items management believes are not representative of the Company's core operations. We also present herein Adjusted EBITDA at the segment level as a measure used to assess the performance of our segments. Segment Adjusted EBITDA excludes certain shared corporate administrative costs that are not practical to allocate. See Note 1213 – Segment Information and Enterprise Reporting in the Notes to Consolidated Financial Statements included in ~~Part I,~~ Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.

•Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue.

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Same-Day Constant Currency Revenue

Same-day constant currency revenue assists management in evaluating revenue trends on a more comparable and consistent basis. We believe this measure also provides more clarity to our investors in evaluating our core operating performance and facilitates a comparison of such performance from period to period.

The following table presents a reconciliation of same-day constant currency revenue, a non-GAAP financial measure, to revenue as reported in the Consolidated Statements of Operations, the most directly comparable GAAP financial measure, by segment (in thousands, except number of business days).

Revenue by Segment

Three Months Ended

August 30, 2025

August 24, 2024

November 29, 2025

November 23, 2024

(Unaudited)

As reported (GAAP)

Currency impact

Business days impact

Same-day constant currency revenue

As reported (GAAP)

On-Demand Talent

4443,~~442~~024

~~120~~(75)

~~(694)~~683

43,~~868~~632

5253,~~473~~452

Consulting

4342,~~641~~613

~~114~~(94)

~~(673)~~663

43,~~082~~182

5560,~~025~~643

Europe & Asia Pacific

1920,~~888~~097

(~~917~~201)

(1971)

1819,~~952~~825

1719,~~983~~701

Outsourced Services

9,~~994~~352

—

~~(156)~~148

9,~~838~~500

9,~~491~~426

All Other

2,~~264~~646

—

~~(35)~~42

2,~~229~~688

12,~~963~~396

Total Consolidated

~~120~~117,~~229~~732

(~~683~~370)

(1,~~577)~~465

~~117~~118,~~969~~827

~~136~~145,~~935~~618

	Three Months Ended
	Six Months Ended
Number of Business Days	August 30, 2025		August 24, 2024
	November 29, 2025								November 23, 2024
	(Unaudited)		~~(Unaudited)~~						(Unaudited)
On-Demand Talent (1)	64		63
	As reported (GAAP)		Currency impact		Business days impact		Same-day constant currency revenue		As reported (GAAP)
Consulting (1)	64		63
On-Demand Talent	$	87,466	$	(49)	$	-	$	87,417	$	105,925
Europe & Asia Pacific (2)	64		64
Consulting	86,254		(72)		(4)		86,178		115,668
Outsourced Services (1)	64		63
Europe & Asia Pacific	39,985		(978)		(90)		38,917		37,684
All Other (1)	64		63
Outsourced Services	19,346		—		—		19,346		18,917
All Other	4,910		—		—		4,910		4,359
Total Consolidated	$	237,961	$	(1,099)	$	(94)	$	236,768	$	282,553


	Three Months Ended		Six Months Ended
Number of Business Days	November 29, 2025	November 23, 2024	November 29, 2025	November 23, 2024
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
On-Demand Talent (1)	63	64	127	127
Consulting (1)	63	64	127	127
Europe & Asia Pacific (2)	63	63	127	126
Outsourced Services (1)	63	64	127	127
All Other (1)	63	64	127	127

(1) This represents the number of business days in the U.S.

(2) The business days in international regions represent the weighted-average number of business days.

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EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin assist management in assessing our core operating performance. We also believe these measures provide investors with a useful perspective on underlying business results and trends and facilitate a comparison of our performance from period to period. The following table presents EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated and includes a reconciliation of such measures to net loss and net loss margin, the most directly comparable GAAP financial measures (in thousands, except percentages).

	Three Months Ended								Six Months Ended
	August 30,2025		% of Revenue (1)		August 24,2024		% of Revenue (1)
	November 29,2025		% of Revenue (1)		November 23,2024		% of Revenue (1)		November 29,2025		% of Revenue (1)		November 23,2024		% of Revenue (1)
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net loss	$	(212,~~405~~661)	(210.08	%)	$	(568,~~707~~715)	(447.2	%)	$	(15,066)	(6.3	%)	$	(74,422)	(26.3	%)
Adjustments:
Amortization expense	1,~~193~~143		1.0	%	1,~~485~~569		1.1	%	2,336		1.0	%	3,054		1.1	%
Depreciation expense	~~348~~339		0.3	%	~~540~~462		0.43	%	687		0.3	%	1,002		0.4	%
Interest income (expense), net	44		—	%	(148)		(0.1	%)
Interest income, net	(214)		(0.2	%)	(215)		(0.1	%)	(170)		(0.1	%)	(363)		(0.1	%)
Income tax expense	477		0.4	%	1,054		0.8	%
Income tax expense (benefit)	714		0.6	%	(7,732)		(5.3	%)	1,192		0.5	%	(6,678)		(2.4	%)
EBITDA	(~~343~~10,679)		(09.31	%)	(274,~~776~~631)		(251.03)	%	(11,021)		(4.6	%)	(77,407)		(27.4)	%
Stock-based compensation expense	21,~~281~~625		1.94	%	1,~~561~~948		1.13	%	3,906		1.6	%	3,509		1.2	%
Amortized ERP system costs (2)	702		0.6	%	—		—	%	1,404		0.6	%	—		—	%
Technology transformation costs (3)	—		—	%	12,~~858~~043		1.4	%	—		—	%	3,901		1.4	%
Acquisition costs (4)	~~425~~474		0.4	%	~~1,289~~515		0.94	%	899		0.4	%	1,804		0.6	%
Goodwill Impairment (5)	—		—	%	379,~~855~~482		254.86	%	—		—	%	83,337		29.5	%
Gain on sale of assets (6)	—		—	%	~~(3,420)~~—		~~(2.5)~~—	%	—		—	%	(3,420)		(1.2)	%
Restructuring costs (7)	—2,894		—2.5	%	~~(47)~~299		—0.2	%	2,894		1.2	%	252		0.1	%
Adjusted EBITDA	$	3,065	2.5	%	$	2,320	1.7	%
CEO transition costs (8)	$	9,029	7.7	%	$	—	—	%	$	9,029	3.8	%	$	—	—	%
Adjusted EBITDA	$	4,045	3.4	%	$	9,656	6.6	%	$	7,111	3.0	%	$	11,976	4.2	%

(1)The percentage of revenue may not foot due to rounding.

(2)Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to a newly implemented ERP system, which was recorded within ~~selling,~~SG&A ~~general, and administrative~~ expenses on the Consolidated Statement of Operations.

(3)Technology transformation costs represent costs included in net loss related to the Company’s initiative to upgrade its technology platform globally, including a cloud-based ERP system and talent acquisition and management systems. Such costs primarily include hosting and certain other software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized.

(4)Acquisition costs primarily represent costs included in net loss related to the Company’s business acquisition. These costs include transaction bonuses, cash retention bonus accruals, and fees paid to the Company's broker, legal counsel, and other professional services firms. See Note 4 – Acquisitions in the Notes to Consolidated Financial Statements in Item I of Part I of this Quarterly Report on Form 10-Q for further discussion.

(5)~~The~~Goodwill ~~effect of the goodwill~~ impairment ~~charge~~charges recognized during the three and six months ended ~~August~~November 2423, 2024 ~~was~~were related to the On-Demand Talent and Europe & Asia Pacific ~~segment~~segments. See Note 5 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements in Item I of Part I of this Quarterly Report on Form 10-Q for further discussion.

(6)Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.

(7)Restructuring costs during the three and six months ended ~~August~~November 2429, ~~2024~~2025 represent employee termination costs incurred in ~~connection~~the reduction in force and non-recurring third-party consulting costs associated with the U2026 Transformation Initiative.S Restructuring ~~Plan~~costs during the three and six months ended November 29, ~~which~~2024 ~~was~~represent ~~authorized~~costs incurred in ~~October~~connection ~~2023~~with ~~and~~the ~~was~~cost ~~substantially~~reduction ~~completed~~plan, ~~during~~including ~~fiscal~~a ~~2024.~~reduction in force intended to reduce costs and

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~~that~~streamline ~~have~~operations an(the ~~impact on our GAAP reported results~~"U. ~~Other companies in our industry may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure~~S. ~~Because~~Restructuring ~~of these limitations~~Plan"), ~~these~~which ~~non-GAAP~~was ~~financial~~authorized ~~measures should not be considered a substitute but rather considered~~ in ~~addition~~October to2023 ~~performance~~and ~~measures~~was ~~calculated~~substantially incompleted ~~accordance~~during ~~with~~fiscal ~~GAAP~~2024.

(8)CEO transition costs represent non-recurring costs incurred in connection with the separation of the Company's former CEO. These costs include $5.9 million of cash severance and $3.1 million of non-cash stock compensation expense reflecting the acceleration of expense recognition of equity awards.

Our non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP and should not be considered in isolation or construed as substitutes for revenue, net income (loss) or other measures of financial performance or financial condition prepared in accordance with GAAP for purposes of analyzing our revenue, profitability or liquidity. Further, a limitation of our non-GAAP financial measures is they exclude items detailed above that have an impact on our GAAP reported results. Other companies in our industry may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure. Because of these limitations, these non-GAAP financial measures should not be considered a substitute but rather considered in addition to performance measures calculated in accordance with GAAP.

Results of Operations

The following table sets forth, for the periods indicated, our Consolidated Statements of Operations data. These historical results are not necessarily indicative of future results. Our operating results for the periods indicated are expressed as a percentage of revenue below (in thousands, except percentages).

	Three Months Ended								Six Months Ended
	August 30,2025		% ofRevenue (1)		August 24,2024		% ofRevenue (1)
	November 29,2025		% ofRevenue (1)		November 23,2024		% ofRevenue (1)		November 29,2025		% ofRevenue (1)		November 23,2024		% ofRevenue (1)
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenue	$	~~120~~117,~~229~~732	100.0	%	$	~~136~~145,~~935~~618	100.0	%	$	237,961	100.0	%	$	282,553	100.0	%
Cost of services	7274,~~760~~026		6062.59	%	8689,~~948~~532		6361.5	%	146,786		61.7	%	176,480		62.5	%
Gross profit	4743,~~469~~706		3937.51	%	4956,~~987~~086		3638.5	%	91,175		38.3	%	106,073		37.5	%
Selling, general and administrative expenses	4754,~~916~~394		3946.92	%	4851,~~910~~305		35.72	%	102,310		43.0	%	100,215		35.5	%
Goodwill impairment	—		—	%	379,~~855~~482		254.86	%	—		—	%	83,337		29.5	%
Amortization expense	1,~~193~~143		1.0	%	1,~~485~~569		1.1	%	2,336		1.0	%	3,054		1.1	%
Depreciation expense	~~348~~339		0.3	%	~~540~~462		0.43	%	687		0.3	%	1,002		0.3	%
Loss from operations	(112,~~988~~170)		(110.74	%)	(476,~~803~~732)		(352.57	%)	(14,158)		(6.0	%)	(81,535)		(28.9	%)
Interest expense (income), net	44		0.1	%	(148)		(0.1	%)
Interest income, net	(214)		(0.1	%)	(215)		(0.2	%)	(170)		(0.1	%)	(363)		(0.2	%)
Other income	(~~104~~9)		—	%	(270)		—	%	(114)		—	%	(72)		—	%
Loss before income tax expense	(1,928)		(1.6	%)	(4,653)		(3.4	%)
Loss before income tax expense (benefit)	(11,947)		(10.1	%)	(76,447)		(52.5	%)	(13,874)		(5.8	%)	(81,100)		(28.7	%)
Income tax expense	477		0.4	%	1,054		0.8	%
Income tax expense (benefit)	714		0.6	%	(7,732)		(5.3	%)	1,192		0.6	%	(6,678)		(2.4	%)
Net loss	$	(212,~~405~~661)	(210.08	%)	$	(568,~~707~~715)	(447.2	%)	$	(15,066)	(6.3	%)	$	(74,422)	(26.3	%)

(1)The percentage of revenue may not foot due to rounding.

Consolidated Operating Results – Three and Six Months Ended ~~August~~November 3029, 2025 Compared to Three and Six Months Ended ~~August~~November 2423, 2024

Revenue. Revenue decreased $16.7 million, or 12.2%, to $120.2 million in the first quarter of fiscal 2026 from $136.9 million in the first quarter of fiscal 2025. On a same-day constant currency basis, revenue decreased by $19.0 million, or 13.9%. Billable hours decreased 14.3% year-over-year, primarily due to the choppy demand environment, as clients delay transformation projects amid continued global economic uncertainty and a softening labor market. Partially offsetting this decrease, average bill rates increased 2.2% year over year, reflecting the progress in our ongoing value based pricing initiative and a gradual shift to higher-value projects.

~~Cost~~Three ofMonths Services. Cost of services decreased $14.2 million, or 16.3%, to $72.8 million for the first quarter of fiscal 2026 from $86.9 million in the first quarter of fiscal 2025. The decrease in cost of services was primarily attributable to a 14.3% decline in billable hours as a result of reduced client spending as noted above, while the average pay rate remained steady during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.Ended

~~Cost~~Revenue ofdecreased ~~services~~$27.9 million, asor a19.2%, ~~percentage~~to ~~of revenue was 60~~$117.5%7 million ~~for~~in the ~~first~~second quarter of fiscal 2026 ~~compared~~from ~~to 63~~$145.5%6 million ~~for~~in the ~~first~~second quarter of fiscal 2025. ~~The~~On ~~decreased~~a ~~percentage~~same-day ~~compared~~constant tocurrency ~~the~~basis, ~~prior~~revenue ~~year~~decreased ~~quarter~~by ~~was~~$26.8 million, ~~primarily~~or ~~due~~18.4%. toBillable anhours ~~improved~~decreased ~~pay/bill~~18.4% ~~ratio and lower consultant costs~~year-over-year, ~~including~~as ~~reductions~~the inCompany ~~medical~~continues ~~insurance,~~to ~~employer~~hone ~~payroll~~its ~~taxes,~~go-to-market ~~paid~~execution ~~time~~for ~~off~~a ~~and~~multi-segment ~~holiday pay~~business. WeThe ~~continue~~average tobill ~~seek~~rate ~~improvement~~for in the ~~overall~~second ~~pay/bill~~quarter ~~ratio~~of ~~and~~fiscal ~~indirect~~2026 ~~cost~~decreased ~~leverage~~1.2% ~~through~~year ~~strategic~~over ~~pricing~~year, ~~while~~or ~~offering~~1.6% ~~competitive~~on ~~compensation~~a ~~and~~constant ~~benefits~~currency tobasis. ~~our~~While ~~consultants~~the todecrease ~~attract~~was ~~and~~driven ~~retain~~by ~~the~~a ~~best~~shift ~~talent~~ in the ~~marketplace.~~geographic revenue

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~~The~~mix ~~number~~towards ofregions ~~agile~~with ~~consultants~~lower onbill ~~assignment during the first quarter of fiscal 2026 was 2~~rates,~~231~~ ~~compared to 2,730 during~~ the ~~first quarter of fiscal 2025. The~~ average ~~number~~bill ofrate ~~salaried~~in ~~consultants during~~ the ~~first~~U.S. ~~quarter~~improved ofby ~~fiscal~~2.5% ~~2026 was 418~~ compared to ~~482 during~~ the ~~first~~second quarter of fiscal 2025.

~~Selling,~~Six ~~General~~Months and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) was $47.9 million, or 39.9% of revenue, for the first quarter of fiscal 2026 compared to $48.9 million, or 35.7% of revenue, for the first quarter of fiscal 2025. The $1.0 million decrease in SG&A year-over-year was primarily driven by a $2.4 million decrease in employee compensation and benefits costs following our restructuring activities in fiscal 2025, a $1.9 million decrease in technology transformation costs primarily associated with our technology implementation during fiscal 2025, a $1.1 million decrease related to business support costs including travel and entertainment, a $0.8 million decrease in acquisition related costs, and a $0.4 million decrease in occupancy expenses. These decreases were partially offset by a $3.4 million gain on the sale of the Irvine office building recorded during the first quarter of fiscal 2025 with no comparable activity occurring during the first quarter of fiscal 2026, a $0.9 million increase in professional services fees, a $0.7 million increase in stock-based compensation, and a $0.7 million increase in amortization of costs related to capitalized technology transformation costs. The remaining decrease was related to various general and overhead costs. Ended

~~Management~~Revenue ~~and~~decreased ~~administrative~~$44.6 million, ~~headcount~~or ~~was~~15.8%, ~~667~~to at$238.0 million for the ~~end~~six ofmonths ended November 29, 2025 from $282.6 million for the ~~first~~six ~~quarter~~months ofended ~~fiscal~~November 23, ~~2026~~2024. ~~and~~On ~~765~~a atsame-day ~~the~~constant ~~end~~currency ofbasis, revenue for the ~~first~~six ~~quarter~~months ofended ~~fiscal~~November 29, 2025 decreased by $45.8 million, or 16.2%, compared to the six months ended November 23, 2024. Billable hours decreased by 16.4%, as the Company continues to hone its go-to-market execution for a multi-segment business. The average bill rate increased by 0.4% (or remained flat on a constant currency basis) from the six months ended November 23, 2024, reflecting progress in our ongoing value-based pricing initiative and a gradual shift to higher-value projects.

~~Goodwill~~Cost ~~Impairment. No goodwill impairment was recorded during the first quarter~~ of ~~fiscal~~Services 2026. During the first quarter of fiscal 2025, the Company completed a goodwill impairment analysis as part of its business segment reorganization. As a result of the analysis, a non-cash impairment charge of $3.9 million was recorded in the Europe & Asia Pacific segment during the first quarter of fiscal 2025. See Note 5 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

~~Income~~Three ~~Taxes.~~Months Income tax expense was $0.5 million, reflecting an effective tax rate of 24.7%, for the first quarter of fiscal 2026 compared to an income tax expense of $1.1 million, or an effective tax rate of 22.7%, for the first quarter of fiscal 2025. The income tax expense, driven primarily by an increase in the domestic and foreign valuation allowance in the first quarter of fiscal 2026 and the non-deductible tax adjustment on goodwill impairment in the first quarter of fiscal 2025, measured against consolidated pretax losses resulted in the negative effective tax rate in both quarters.Ended

Cost of services decreased $15.5 million, or 17.3%, to $74.0 million for the second quarter of fiscal 2026 from $89.5 million in the second quarter of fiscal 2025. The decrease in cost of services was primarily attributable to a 18.4% decline in billable hours and a 3.2% decline in average pay rate.

Cost of services as a percentage of revenue was 62.9% for the second quarter of fiscal 2026 compared to 61.5% for the second quarter of fiscal 2025. While the Company continues to make progress in improving bill rates, cost of service as a percentage of revenue increased compared to the prior year quarter primarily due to higher healthcare expenses under the Company's self-insured medical program, increased holiday pay due to one additional holiday in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025and lower utilization of salaried consultants.

The number of agile consultants on assignment during the second quarter of fiscal 2026 was 2,288 compared to 2,758 during the second quarter of fiscal 2025. The average number of salaried consultants during the second quarter of fiscal 2026 was 400 compared to 527 during the second quarter of fiscal 2025.

Six Months Ended

Cost of services decreased $29.7 million, or 16.8%, to $146.8 million for the six months ended November 29, 2025 from $176.5 million for the six months ended November 23, 2024. The decrease in cost of services was primarily attributable to a 16.4% decline in billable hours and a decrease of 2.0% in the average pay rate in the six months ended November 29, 2025 compared to the six months ended November 23, 2024.

Cost of services as a percentage of revenue was 61.7% for the six months ended November 29, 2025 compared to 62.5% for the six months ended November 23, 2024. The decreased percentage was primarily driven by an improved pay/bill ratio for the six months ended November 29, 2025 compared to the six months ended November 23, 2024.

Selling, General and Administrative Expenses

Three Months Ended

Selling, general and administrative expenses (“SG&A”) were $54.4 million, or 46.2% of revenue, for the second quarter of fiscal 2026 compared to $51.3 million, or 35.2% of revenue, for the second quarter of fiscal 2025. The $3.1 million increase in SG&A year-over-year was primarily driven by $5.9 million in cash severance and $3.1 million in stock-based compensation costs associated with the separation of the Company's former CEO, and a $2.6 million increase in restructuring charges in connection with a reduction in force executed in October 2025. These increases were partially offset by a $2.9 million decrease in employee compensation and benefits costs following the reduction in force in fiscal 2025 and most recently in October 2025, a $0.9 million decrease in costs associated with the internal use of consultants, $0.8 million decrease in variable employee compensation as a result of financial performance, a $2.0 million decrease in technology transformation costs primarily associated with the completion of the Company's North America technology implementation during fiscal 2025, a $0.8 million decrease related to bad debt expense, and a $0.4 million decrease in occupancy expenses. The remaining SG&A reduction was related to various general and overhead costs.

Six Months Ended

SG&A expenses were $102.3 million, or 43.0% of revenue, for the six months ended November 29, 2025 compared to $100.2 million, or 35.5% of revenue, for the six months ended November 23, 2024. The $2.1 million increase in SG&A year-over-year was primarily attributed to $5.9 million and $3.1 million in severance and stock based compensation costs, respectively, associated with the separation of the Company's former CEO, a $3.4 million gain on the

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sale of the Irvine office building during fiscal 2025 with no comparable activity occurring during fiscal 2026, and a $2.6 million increase in restructuring charges. These increases were partially offset by a $5.2 million decrease in employee compensation and benefits costs following the reduction in force in fiscal 2025 and most recently in October 2025, a $1.1 million decrease in costs associated with the internal use of consultants, a $0.9 million decrease in variable employee compensation as a result of financial performance, a $3.9 million decrease in technology transformation costs primarily associated with the completion of our North America technology implementation during fiscal 2025, a $0.7 million decrease related to bad debt expense, a $0.9 million decrease in acquisition costs, and a $0.7 million decrease in occupancy expenses. The remaining SG&A reduction was related to various general and overhead costs.

Management and administrative headcount was 632 at the end of the second quarter of fiscal 2026 and 754 at the end of the second quarter of fiscal 2025.

Goodwill Impairment

Three and Six Months Ended

No goodwill impairment was recorded during the first or second quarters of fiscal 2026. In the second quarter of fiscal 2025, in light of the decline in the Company's market capitalization, along with slower than expected recovery in business performance within the Company’s On-Demand Talent segment and Europe & Asia Pacific segment, the Company conducted a goodwill impairment analysis and recorded a non-cash impairment charge of $79.5 million in the On-Demand Talent segment. Additionally, during the first quarter of fiscal 2025, the Company completed a goodwill impairment assessment concurrent with its segment change and concluded that the carrying value of the Europe & Asia Pacific segment was in excess of its fair value. As a result, the Company recorded a non-cash impairment charge of $3.9 million. See Note 5 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.

Income Taxes

Due to the sensitivity of the estimated annual effective tax rate to minor changes in estimated annual pretax results, the Company determined that the discrete method, whereby the year-to-date actual effective tax rate is applied, is the appropriate approach in its current computation of the interim tax provision, as the use of the estimated annual effective tax rate would provide a distortive result.

There can be no assurance that our effective tax rate will remain constant in the future because of factors such as changes in valuation allowance positions of our deferred tax assets and liabilities or changes in tax law or tax rates in jurisdictions that we operate in. Based upon future economic outlook and operating results of certain jurisdictions, it is reasonably possible that the current valuation allowance positions of certain jurisdictions could be adjusted within the next 12 months.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Among other changes, OBBBA makes permanent several expiring provisions from the Tax Cuts and Jobs Act of 2017, restores favorable tax treatment of various business provisions, and modifies the international tax regime. The legislation has varying effective dates, with certain provisions effective retrospectively starting January 1, 2025. The tax effects of the enacted legislation are reflected in the period of enactment ended August 30, 2025, and there was no material impact on our effective tax rate as of ~~August~~November 3029, 2025. We will continue to monitor and assess the impact of OBBBA on our consolidated financial statements.

~~Comparability~~Three ofMonths Quarterly Results. Our quarterly results have fluctuated in the past and we believe they will continue to do so in the future. Certain factors that could affect our quarterly operating results are described in Part I, Item 1A of our Fiscal Year 2025 Form 10-K and our other public filings made with the SEC. Due to these and other factors, we believe quarter-to-quarter comparisons of our results of operations may not be meaningful indicators of future performance.Ended

32Income tax expense was $0.7 million for the second quarter of fiscal 2026, reflecting an effective tax rate of 6.0%, compared to an income tax benefit of $7.7 million, or an effective tax rate of 10.1%, for the second quarter of fiscal 2025. The income tax expense in the quarter ended November 29, 2025 was primarily attributable to income tax expense from profitable foreign jurisdictions, while losses in certain domestic and foreign jurisdictions did not result in a tax benefit due to the existence of valuation allowances. The income tax benefit in the quarter ended November 23, 2024 was primarily attributed to the Company’s consolidated pretax loss, reduced by the permanent disallowance of a portion of the goodwill impairment for tax purposes.

Six Months Ended

Income tax expense was $1.2 million for the six months ended November 29, 2025, reflecting an effective tax rate of 8.6%, compared to an income tax benefit of $6.7 million, or an effective tax rate of 8.2%, for the six months ended November 23, 2024. The income tax expense in the six months ended November 29, 2025 was primarily attributable to income tax expense from profitable foreign jurisdictions, while losses in certain domestic and foreign jurisdictions do not

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result in a tax benefit due to the existence of valuation allowances. The income tax benefit in the six months ended November 23, 2024 was primarily attributed to the Company’s consolidated pretax loss, reduced by the permanent disallowance of a portion of the goodwill impairment for tax purposes.

Comparability of Quarterly Results. Our quarterly results have fluctuated in the past and we believe they will continue to do so in the future. Certain factors that could affect our quarterly operating results are described in Item 1A of Part I of our Fiscal Year 2025 Form 10-K and our other public filings made with the SEC. Due to these and other factors, we believe quarter-to-quarter comparisons of our results of operations may not be meaningful indicators of future performance.

Operating Results of Segments

The Company's reportable segments are as follows:

•On-Demand Talent – provides businesses with a go-to source for bringing in experts when they need them, serving predominately the office of the CFO.

•Consulting – drives transformation across people, processes and technology across domain areas including finance, technology and digital, risk and compliance and operational performance.

•Europe & Asia Pacific – is a geographically defined segment that offers both on-demand and consulting services (excluding the digital consulting business, which is included in our Consulting segment) to clients throughout Europe & Asia Pacific.

•Outsourced Services – operating under the Countsy by RGP™ brand, this segment offers finance, accounting and human resource services provided to startups, spinouts and scale-up enterprises, utilizing a technology platform and fractional team.

•Sitrick – a crisis communications and public relations firm that provides corporate, financial, transactional and crisis communication and management services.

Each of these segments reports through separate segment managers to the Company's Chief Executive Officer and Chief Operating Officer, who are collectively designated as the ~~CODMs~~Chief Operating Decision Maker for segment reporting purposes. The Company's reportable segments are comprised of On-Demand Talent, Consulting, Europe & Asia Pacific, and Outsourced Services. Sitrick does not individually meet the quantitative thresholds to qualify as a reportable segment. Therefore, Sitrick is disclosed under the “All Other” segment. Each of these segments represents a reporting unit for the purposes of assessing goodwill for impairment.

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The following table presents our operating results by segment for the three and six months ended ~~August~~November 3029, 2025 and ~~August~~November 2423, 2024, respectively (in thousands). Revenue information by segment, on a GAAP basis and on a same-day constant currency basis, is set forth above under "Non-GAAP Financial Measures — Same Day Constant Currency Revenue."

	Three Months Ended				Six Months Ended
	August 30,2025		August 24,2024
	November 29,2025		November 23,2024		November 29,2025		November 23,2024
Adjusted EBITDA:	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
On-Demand Talent	$	4,~~422~~066	$	25,~~559~~605	$	8,488	$	8,164
Consulting	54,~~045~~452		79,~~753~~723		9,497		17,476
Europe & Asia Pacific	~~837~~1,473		~~227~~1,480		2,310		1,707
Outsourced Services	21,~~330~~719		1,~~394~~546		4,049		2,940
All Other	~~183~~354		(~~467~~526)		537		(993)
Unallocated items (1)	(98,~~752~~019)		(98,~~146~~172)		(17,770)		(17,318)
Adjustments:
Stock-based compensation expense	(21,~~281~~625)		(1,~~561~~948)		(3,906)		(3,509)
Amortized ERP system costs (2)	(702)		—		(1,404)		—
Technology transformation costs (3)	—		(12,~~858~~043)		—		(3,901)
Acquisition costs (4)	(~~425~~474)		(~~1,289~~515)		(899)		(1,804)
Goodwill impairment (5)	—		(379,~~855~~482)		—		(83,337)
Gain on sale of assets (6)	—		~~3,420~~—		—		3,420
Restructuring cost (7)	—(2,894)		47(299)		(2,894)		(252)
Amortization expense	(1,193)		(1,485)
CEO transition costs (8)	(9,029)		—		(9,029)		—
Depreciation expense	(348)		(540)
Amortization expense	(1,143)		(1,569)		(2,336)		(3,054)
Interest (expense) income, net	(44)		148
Depreciation expense	(339)		(462)		(687)		(1,002)
Loss before income tax expense	(1,928)		(4,653)
Interest income, net	214		215		170		363
Income tax expense	(477)		(1,054)
Loss before income tax expense (benefit)	(11,947)		(76,447)		(13,874)		(81,100)
Net loss	$	(2,405)	$	(5,707)
Income tax expense (benefit)	(714)		7,732		(1,192)		6,678
Net loss	$	(12,661)	$	(68,715)	$	(15,066)	$	(74,422)

(2) Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to a newly implemented ERP system, which was recorded within SG&A ~~expenses~~ on the Consolidated Statement of Operations.

(4) Acquisition costs primarily represent costs included in net loss related to the Company’s business acquisition. These costs include transaction bonuses, cash retention bonus accruals, and fees paid to the Company's broker, legal counsel, and other professional services firms. See Note 4 – Acquisitions in the Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.39

(5) The effect of the goodwill impairment charge recognized during the three months ended August 24, 2024 was related to the Europe & Asia Pacific segment.

(6) Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.

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(74) ~~Restructuring~~Acquisition costs ~~during~~primarily represent costs included in net loss related to the ~~three~~Company’s ~~months~~business ~~ended~~acquisition. ~~August~~These 24costs include transaction bonuses, ~~2024~~cash ~~represent~~retention ~~costs~~bonus ~~incurred~~accruals, inand ~~connection~~fees ~~with~~paid to the ~~U.S~~Company's ~~Restructuring~~broker, ~~Plan~~legal counsel, ~~which~~and ~~was~~other ~~authorized~~professional services firms. See Note 4 – Acquisitions in ~~October~~the ~~2023~~Notes ~~and~~to ~~was~~Consolidated ~~substantially~~Financial ~~completed~~Statements ~~during~~in ~~fiscal~~Item ~~2024.~~I of Part I of the Quarterly Report on Form 10-Q for further discussion.

(6) Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.

(7) Restructuring costs during the three and six months ended November 29, 2025 represent employee termination costs incurred in the reduction in force and non-recurring third-party consulting costs associated with the 2026 Transformation Initiative. Restructuring costs during the three and six months ended November 29, 2024 represent costs incurred in connection with the U.S. Restructuring Plan, which was authorized in October 2023 and was substantially completed during fiscal 2024.

(8) CEO transition costs represent non-recurring costs incurred in connection with the separation of the Company's former CEO. These costs include $5.9 million of cash severance and $3.1 million of non-cash stock compensation expense reflecting the accelerated expense recognition of equity awards during three and six months ended November 29, 2025.

Revenue by Segment

On-Demand Talent – Revenue in the On-Demand Talent segment declined by $810.05 million or 1519.35% (18.4% on a constant currency basis), to $4443.40 million in the ~~first~~second quarter of fiscal 2026 compared to $5253.5 million in the ~~first~~second quarter of fiscal 2025~~. On~~, awhile ~~same~~billable ~~day~~hours ~~currency basis, revenue~~ decreased 1621.45% ~~in the first quarter of fiscal 2025. The decline was primarily due to lower demand for interim support amidst economic uncertainty as well as a softer~~ and ~~more~~average ~~stagnant~~bill ~~labor~~rate ~~market,~~increased ~~with billable hours decreasing~~ by 152.86% ~~partially offset by a 0.4%~~ (or 02.74% on a constant currency basis) ~~increase in average bill rate~~.

~~Consulting~~For –the ~~Revenue~~six inmonths ~~the~~ended ~~Consulting~~November 29, 2025, On-Demand Talent segment ~~declined~~revenue decreased by $1118.4 million or 2017.74%, ~~to $43~~(17.65% ~~million~~on ina ~~the~~constant ~~first~~currency ~~quarter~~basis), ofto ~~fiscal~~$87.5 ~~2026~~million compared to $55105.09 million infor the ~~first~~six ~~quarter~~months ofended ~~fiscal~~November 23, ~~2025. On a same day currency basis~~2024, ~~revenue~~primarily ~~decreased~~as ~~21.7%~~a inresult ~~the first quarter~~ of ~~fiscal 2025. The decline was primarily due to~~ a 2818.47% decrease in billable hours, partially offset by a ~~11.~~1.5% (or 111.4% on a constant currency basis) increase in ~~the~~ average bill rate ~~largely as a result of the Company’s value-based pricing initiative~~. As we continue to evolve our consulting business to deliver higher value, larger and more complex work, we have improved our ability to command higher bill rates; however, the sales cycle associated with such deal opportunities tends to be more elongated. As a result, revenue in the Consulting segment could be lumpy in the near term as we continue to execute our strategy in his part of the business.

Europe & Asia Pacific – Revenue in the Europe & Asia Pacific segment increased by $1.9 million or 10.6%, to $19.9 million in the first quarter of fiscal 2026 compared to $18.0 million in the first quarter of fiscal 2025. On a same-day constant currency basis, revenue increased 5.4% in the first quarter of fiscal 2025. The ~~increase~~decline ~~was primarily due to a 0.5% increase~~ in billable hours ~~and~~reflected areduced ~~9.6%~~demand ~~(or~~in ~~4.6%~~traditional onfinance aroles ~~constant~~as ~~currency~~clients ~~basis)~~increasingly ~~increase~~adopt inartificial ~~the~~intelligence ~~average~~and ~~bill rate~~automation. The ~~increase~~improvement inof average bill ~~rates~~rate was ~~driven by~~ the ~~Company’s~~result ~~value-based~~of ~~pricing~~our ~~initiative~~continued ~~and~~focus aon ~~shift~~pricing ~~in geographic revenue mix towards Europe, where average bill rates are higher. Billable hours in Europe increased 21.0% year-over-year, primarily due~~ to ~~growing client demand and project expansions with key accounts, while billable hours in the Asia Pacific region decreased 2~~value.~~6% primarily due to reduction in client spend and the competitive landscape in the region.~~

~~Outsourced~~Consulting ~~Services~~ – Revenue in the ~~Outsourced~~Consulting ~~Services~~ segment ~~increased~~declined by $018.50 million or 529.37% (28.8% on a constant currency basis), to $1042.06 million in the ~~first~~second quarter of fiscal 2026 compared to $960.56 million in the ~~first~~second quarter of fiscal ~~2025.~~2026 Ondue to a ~~same-day constant currency basis, revenue increased 3~~33.78% decrease in ~~the~~billable ~~first~~hours, ~~quarter~~partially ofoffset ~~fiscal~~by ~~2025~~a 6.6% ~~The~~(or ~~increase~~6.4% ~~was~~on ~~primarily~~a ~~due~~constant tocurrency anbasis) increase in ~~billable~~the ~~hours~~average ofbill ~~2.1%,~~rate ~~partially~~largely ~~offset~~as by a ~~2.2%~~result ~~decrease~~of in the ~~average~~Company’s ~~bill~~value-based ~~rates~~pricing initiative.

~~All~~For ~~Other~~the –six ~~Revenue~~months inended ~~the~~November 29, ~~All~~2025, ~~Other~~Consulting segment ~~increased~~revenue decreased by $029.34 million or 1525.34%, ~~to $2~~(25.35% ~~million~~on ina ~~the~~constant ~~first~~currency ~~quarter~~basis), ofto ~~fiscal~~$86.3 ~~2026~~million compared to $2115.07 million infor the ~~first~~six ~~quarter~~months ofended ~~fiscal~~November 23, ~~2025~~2024. On aThe ~~same-day~~decline ~~constant~~was ~~currency~~primarily ~~basis,~~due ~~revenue~~to ~~increased~~a 1331.61% decrease in ~~the~~billable ~~first~~hours, ~~quarter~~partially ofoffset ~~fiscal~~by ~~2025~~a 8.7% ~~The~~(or ~~increase~~8.6% ~~was~~on ~~primarily~~a ~~due~~constant tocurrency anbasis) increase in ~~billable~~the ~~hours and an~~ average bill rate ~~increase of 2~~.~~7%.~~

Europe & Asia Pacific – Revenue in the Europe & Asia Pacific segment increased by $0.4 million or 2.0% (0.6% on a constant currency basis), to $20.1 million in the second quarter of fiscal 2026 compared to $19.7 million in the second quarter of fiscal 2025. The increase was primarily due to a 3.4% (or 2.4% on a constant currency basis) increase in the average bill rate partially offset by a 0.5% decrease in billable hours.

For the six months ended November 29, 2025, Europe & Asia Pacific segment revenue increased by $2.3 million or 6.1% (3.3% on a constant currency basis), to $40.0 million compared to $37.7 million for the six months ended November 23, 2024. The increase was primarily due to a 6.4% (or 3.8% on a constant currency basis) increase in the average bill rate while billable hours remained flat.

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The increase in the average bill rate was primarily driven by our value-based pricing initiative and a shift in geographic revenue mix towards Europe, where average bill rates are higher. Billable hours in Europe increased 12.6% in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 and 16.5% for the six months ended November 29, 2025 compared to the six months ended November 23, 2024, primarily due to project extensions with key accounts in Europe. Billable hours in the Asia Pacific region decreased 2.9% for the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 and 2.7% for the six months ended November 29, 2025 compared to the six months ended November 23, 2024 primarily due to results in China.

Outsourced Services – Revenue in the Outsourced Services segment decreased by $0.1 million or 0.8% to $9.4 million in the second quarter of fiscal 2026 compared to $9.5 million the second quarter of fiscal 2025. Billable hours increased 1.3% and the average bill rate declined 5.0% on a reported basis, primarily due to a higher mix of offshore delivery.

For the six months ended November 29, 2025, Outsourced Services segment revenue increased by $0.4 million or 2.3%, to $19.3 million compared to $18.9 million for the six months ended November 23, 2024, primarily as a result of a 1.7% increase in billable hours partially offset by a 3.6% (also 3.6% on a constant currency basis) decrease in average bill rate year-over-year.

All Other – Revenue in the All Other segment increased by $0.2 million or 10.4% (12.1% on a same-day constant currency basis), to $2.6 million in the second quarter of fiscal 2026 compared to $2.4 million in the second quarter of fiscal 2025. The increase was primarily due to an increase in average bill rate of 2.9% partially offset by a 6.6% decrease in billable hours.

For the six months ended November 29, 2025, All Other segment revenue increased by $0.5 million or 12.6% (also 12.6% on a same-day constant currency basis), to $4.9 million compared to $4.4 million for the six months ended November 23, 2024. The increase was primarily due to an increase in billable hours of 10.6% and an increase in average bill rate of 2.7% (also 2.7% on a constant currency basis).

Adjusted EBITDA by Segment

On-Demand Talent – The On-Demand Talent segment’s Adjusted EBITDA ~~increased~~decreased by $1.9 5 million or 7227.85%, to $4.41 million for the ~~first~~second quarter of fiscal 2026, compared to $25.6 million for the ~~first~~second quarter of fiscal 2025. The ~~increase~~decrease is primarily attributed to a decrease in ~~segment~~gross ~~expenses~~profit of $35.40 million, partially offset by a decrease in ~~gross~~segment ~~profit~~expenses of $13.65 million.

~~Consulting~~For –the ~~The~~six ~~Consulting~~months ended November 29, 2025, the On-Demand Talent segment’s Adjusted EBITDA ~~decreased~~increased by $20.7 3 million or 344.90%, to $8.5 million, compared to $8.02 million for the ~~first~~six ~~quarter~~months ofended ~~fiscal 2026~~November 23, ~~compared~~2024. Compared to the prior year period, SG&A costs decreased by $76.89 million for the ~~first~~six ~~quarter~~months ofended ~~fiscal~~November 29, 2025. ~~The~~as ~~decrease~~compared isto the six months ended November 23, 2024 primarily ~~attributed~~due to decreases in employee compensation and variable employee compensation as a ~~decrease~~result of financial performance, following our reduction in ~~gross~~force ~~profit~~in offiscal $32025 and most recently in October 2025.2 ~~million,~~The ~~which~~improvements in SG&A costs was partially offset by a ~~decrease~~$6.6 inmillion ~~segment~~reduction ~~expenses~~in ofgross $0profit.~~5 million.~~

~~Europe~~Consulting ~~& Asia Pacific~~ – The ~~Europe~~Consulting ~~& Asia Pacific~~ segment’s Adjusted EBITDA ~~increased~~decreased by $05.6 2 million or ~~268~~54.72%, to $04.85 million for the ~~first~~second quarter of fiscal 2026, compared to $09.27 million for the ~~first~~second quarter of fiscal 2025. The ~~increase~~decrease is primarily attributed to ana ~~increase~~decrease in gross profit of $0.7.9 million, which was partially offset by ana ~~increase~~decrease in segment expenses of $02.16 million.

35For the six months ended November 29, 2025, the Consulting segment’s Adjusted EBITDA decreased by $8.0 million or 45.7%, to $9.5 million, compared to $17.5 million for the six months ended November 23, 2024. Compared to the prior year period, revenue decreased by $29.4 million, which was partially offset by the decrease in related cost of services of $18.3 million. Additionally, SG&A costs decreased by $3.1 million for the six months ended November 29, 2025 as compared to the six months ended November 23, 2024 primarily due to the decrease in employee compensation expense following our reduction in force in fiscal 2025 and most recently in October 2025.

Europe & Asia Pacific – The Europe & Asia Pacific segment’s Adjusted EBITDA in the second quarter of fiscal 2026 remained relatively flat compared to the second quarter of fiscal 2025.

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~~Outsourced~~For ~~Services~~the –six ~~The~~months ~~Outsourced~~ended ~~Services~~November 29, 2025, the Europe & Asia Pacific segment’s Adjusted EBITDA increased by $0.96 million, or 6735.13%, to $2.3 million, ~~in the first quarter of fiscal 2026~~ compared to $1.47 million for the ~~first~~six ~~quarter~~months ofended ~~fiscal~~November 23, ~~2025~~2024. ~~The~~Compared ~~increase is primarily attributed~~ to anthe ~~increase~~prior inyear period, gross profit ofincreased $1.0.8 million. Additionally, ~~partially~~SG&A ~~offset~~expenses increased by an$0.2 ~~increase~~million infor ~~segment~~the ~~expenses~~six ofmonths ~~$0.1~~ended ~~million.~~November 29, 2025 as compared to the six months ended November 23, 2024 primarily due to increases in employee compensation expense.

~~All~~Outsourced ~~Other~~Services – The ~~All~~Outsourced ~~Other~~Services segment'’s Adjusted EBITDA increased by $0.7 2 million, or ~~139~~11.2% to $01.2 7 million ~~for~~in the ~~first~~second quarter of fiscal 2026 compared to $(01.5) million for the ~~first~~second quarter of fiscal 2025. The increase is primarily attributed to an increase in gross profit of $0.62 million ~~and a decrease in segment expenses of $0~~.1 ~~million.~~

For the six months ended November 29, 2025, the Outsourced services segment's Adjusted EBITDA increased by $1.1 million or 37.7%, to $4.0 million compared to $2.9 million for the six months ended November 23, 2024 due primarily to a $1.2 million in gross profit.

All Other – The All Other segment's Adjusted EBITDA increased by $0.9 million or 167.3% to $0.4 million for the second quarter of fiscal 2026 compared to $(0.5) million for the second quarter of fiscal 2025. The increase is attributed to an increase in gross profit of $0.2 million and a decrease in segment expenses of $0.7 million.

For the six months ended November 29, 2025, the All Other segment's Adjusted EBITDA increased by $1.5 million or 154.1%, to $0.5 million compared to $(1.0) million for the six months ended November 23, 2024 due to the $0.8 million decrease in SG&A costs, resulting primarily from lower bad debt expense, and the $0.7 million increase in gross profit.

Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by operating activities, our senior secured revolving credit facility (as discussed further below) and historically, to a lesser extent, stock option exercises and ~~ESPP~~ purchases. ~~While~~under ~~during~~the Company's 2019 Employee Stock Purchase Plan, as amended (the ~~three~~"ESPP"). During the six months ended ~~August~~November 3029, 2025, we ~~did~~generated ~~not generate~~ positive cash flow from operations, weand have historically generated positive cash flows from operations on an annual basis since inception. Our ability to generate positive cash flows from operations in the future will depend, at least in part, on customer demand and global economic conditions and our ability to remain resilient during periods of deteriorating macroeconomic conditions and any economic downturns. As of ~~August~~November 3029, 2025, we had $7789.58 million of cash and cash equivalents, including $4140.36 million held in international operations.

Prior to July 2, 2025, the Company had a revolving credit facility with Bank of America, N.A., pursuant to the terms of the credit agreement dated November 12, 2021 by the Company and Resources Connection LLC, as borrowers, and all of the Company's domestic subsidiaries, as guarantors, with the lenders that are party thereto and Bank of America, N.A. as administrative agent for the lenders (the “2021 Credit Facility").

On July 2, 2025, the Company, Resources Connection LLC, as borrowers, and all of the Company’s domestic subsidiaries, as guarantors, entered into a credit agreement with the lenders that are party thereto and Bank of America, N.A. as administrative agent, L/C issuer and swingline lender (the “2025 Credit Facility”), and concurrently terminated the 2021 Credit Facility. The 2025 Credit Facility provides for a secured revolving loan, available in an amount up to the lesser of $50.0 million and a borrowing base formula tied to eligible receivables, which includes a $10.0 million sublimit for the issuance of standby letters of credit. The 2025 Credit Facility also includes an option to increase the amount of the revolving loan up to an additional $15.0 million. The 2025 Credit Facility will mature on November 30, 2029. The obligations under the 2025 Credit Facility are secured by substantially all assets of the Company, Resources Connection LLC and all of the Company’s domestic subsidiaries.

The 2025 Credit Facility is available for working capital and general corporate purposes, including potential acquisitions, dividend distribution and stock repurchases. Additional information regarding the 2025 Credit Facility is included in Note 7 – Long-Term Debt in the Notes to Consolidated Financial Statements included in ~~Part~~Item I, ~~Item~~of Part I of this Quarterly Report on Form 10-Q.

On November 2, 2022, Resources Global Enterprise Consulting (Beijing) Co., Ltd, (a wholly owned subsidiary of the Company), as borrower, and the Company, as guarantor, entered into a RMB 13.4 million (USD $1.8 million based on the prevailing exchange rate on November 2, 2022) revolving credit facility with Bank of America, N.A. (Beijing) as the lender (the “Beijing Revolver”). The Beijing Revolver bears interest at a loan prime rate plus 0.80%. Interest incurred on borrowings will be payable monthly in arrears. As of August 30, 2025, the Company had no debt outstanding under the Beijing Revolver.42

In addition to cash needs for ongoing business operations, from time to time, we have strategic initiatives that could generate significant additional cash requirements. Such costs primarily include software licensing fees and other costs in areas including change management and training. We believe our current cash, ongoing cash flows from our operations and funding available under our 2025 Credit Facility will provide sufficient funds for these initiatives. As of August 30, 2025, we have non-cancellable purchase obligations totaling $8.5 million, which primarily consist of payments

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~~pursuant~~On toNovember 2, 2022, Resources Global Enterprise Consulting (Beijing) Co., Ltd, (a wholly owned subsidiary of the ~~licensing~~Company), ~~arrangements~~as ~~that~~borrower, weand ~~have~~the Company, as guarantor, entered into: $a RMB 13.4 million (USD $1.08 million ~~due~~based ~~during~~on ~~fiscal~~the ~~2026;~~prevailing $3exchange rate on November 2, 2022) revolving credit facility with Bank of America, N.1A. ~~million~~(Beijing) ~~due~~as ~~during~~the ~~fiscal~~lender ~~2027;~~(the 1“Beijing Revolver”).5 ~~million~~The ~~due~~Beijing ~~during~~Revolver ~~fiscal~~bears ~~2028;~~interest ~~and~~at ~~zero~~a ~~due~~loan ~~thereafter~~prime rate plus 0.80%. Interest incurred on borrowings will be payable monthly in arrears. As of November 29, 2025, the Company had no debt outstanding under the Beijing Revolver.

In addition to cash needs for ongoing business operations, from time to time, we ~~pay~~have astrategic ~~regular~~initiatives ~~quarterly~~that ~~dividend~~could togenerate significant additional cash requirements. Such costs primarily include software licensing fees and other costs in areas including change management and training. We believe our ~~stockholders~~current cash, ~~subject~~ongoing tocash ~~approval~~flows ~~each~~from ~~quarter~~our byoperations and funding available under our ~~Board~~2025 ofCredit ~~Directors.~~Facility ~~Most~~will ~~recently,~~provide onsufficient ~~September~~funds 26for these initiatives. As of November 29, 2025, we ~~paid~~have anon-cancellable ~~dividend~~purchase ofobligations totaling $011.075 ~~per~~million, ~~share~~which ofprimarily ~~our~~consist ~~common~~of ~~stock~~payments pursuant to ~~stockholders~~the oflicensing ~~record~~arrangements atthat we have entered into: $3.6 million due during the ~~close~~remainder of ~~business~~fiscal on2026; ~~August~~$4.2 ~~29,~~million ~~2025~~due during fiscal 2027; $3.3 ~~Continuation~~million ofdue ~~the~~during ~~quarterly~~fiscal ~~dividend~~2028; isand at$0.4 million due thereafter. The $3.0 million increase in non-cancellable purchase obligations from the ~~discretion~~first quarter of 2026 is related to the ~~Board~~renewal of ~~Directors~~a ~~and~~three-year ~~depends~~licensing ~~upon~~arrangement. ~~our~~We ~~financial~~lease ~~condition,~~office ~~results~~space ofunder ~~operations,~~non-cancelable ~~capital~~operating ~~requirements,~~leases ~~general~~with ~~business~~various ~~condition,~~expiration ~~contractual~~dates. ~~restrictions~~See ~~contained~~Note 6 - Leases in the ~~2025~~Notes ~~Credit~~to ~~Facility~~Consolidated ~~and~~Financial ~~other~~Statements ~~agreements,~~included ~~and~~in ~~other~~Item ~~factors~~1 ~~deemed~~of ~~relevant~~Part byI of this Quarterly Report on Form 10-Q for our ~~Board~~future ofminimum ~~Directors~~commitments related to our operating leases.

In addition, we pay a regular quarterly dividend to our stockholders, subject to approval each quarter by our Board of Directors. Most recently, on December 12, 2025, we paid a dividend of $0.07 per share of our common stock to stockholders of record at the close of business on November 14, 2025. Continuation of the quarterly dividend is at the discretion of the Board of Directors and depends upon our financial condition, results of operations, capital requirements, general business condition, contractual restrictions contained in the 2025 Credit Facility and other agreements, and other factors deemed relevant by our Board of Directors.

As described under “Market Trends and Uncertainties” above, uncertain macroeconomic conditions including ambiguity around interest rates, softening labor markets, fluctuations in currency exchange rates, recent government and policy changes implemented in the United States, and tariff actions and uncertainties related to trade wars have created significant uncertainty in the global economy, volatility in the capital markets and recessionary pressures, which have adversely impacted, and may continue to adversely impact, our financial results, operating cash flows and liquidity needs. If we are required to raise additional capital or incur additional indebtedness for our operations or to invest in our business, we can provide no assurances that we would be able to do so on acceptable terms or at all. Our ongoing operations and growth strategy may require us to continue to make investments in critical markets and further expand our internal technology and digital capabilities. In addition, we may consider making additional strategic acquisitions or initiating additional restructuring initiatives, which could require significant liquidity and adversely impact our financial results due to higher cost of borrowings. We believe that our current cash, ongoing cash flows from our operations and funding available under our 2025 Credit Facility will be adequate to meet our working capital and capital expenditure needs for at least the next 12 months.

Beyond the next 12 months, if we require additional capital resources to grow our business, either organically or through acquisitions, we may seek to sell additional equity securities, increase the use of our 2025 Credit Facility, expand the size of our 2025 Credit Facility or raise additional debt. In addition, if we decide to make additional share repurchases, we may fund these through existing cash balances or the use of our 2025 Credit Facility. The sale of additional equity securities or certain forms of debt financing could result in additional dilution to our stockholders. Our ability to secure additional financing in the future, if needed, will depend on several factors. These include our future profitability and the overall condition of the credit markets. Notwithstanding these considerations, we expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements.

Other than as described herein, there have been no material changes to our material cash requirements, including commitments for capital expenditures, described under the heading “Liquidity and Capital Resources” in Item 7, of Part II of our Fiscal Year 2025 Form 10-K.

Operating Activities

Operating activities for the ~~three~~first six months ~~ended~~of ~~August 30,~~fiscal ~~2025~~2026 ~~used~~provided cash of $7.8.1 million compared to $01.35 million of cash ~~used~~provided ~~for~~in the ~~three~~first six months ~~ended~~of ~~August 24,~~fiscal ~~2024~~2025. The cash ~~used~~provided inby operations for the ~~three~~first six months ~~ended August 30, 2025 included a net loss~~ of ~~$2.4 million,~~fiscal ~~offset~~2026 ~~by non-cash adjustments of $5.3 million. The cash used in operations~~ was primarily ~~due~~driven toby net favorable changes in operating assets and liabilities, ~~which amounted to a net cash outflow~~ of $10.82 million, ~~driven by a $15.8 million decrease in accrued bonuses, salaries~~ and ~~related~~non-cash ~~obligations~~adjustments ~~due to the timing~~ of ~~our pay cycle and the payout of the annual incentive compensation, a~~ $112.59 million ~~decrease~~(resulting inprimarily ~~accounts~~from ~~payable and other accrued expenses and a~~ $~~0.6 million decrease in other liabilities. These decreases were offset by a $5.~~7 ~~million decrease in trade accounts receivable, a $0~~.~~8 million decrease in prepaid expenses and other current assets, a $~~0.6 million ~~decrease~~adjustment in ~~other~~non-cash ~~assets,~~stock-based ~~and a $0~~compensation).~~2 million~~ ~~increase in prepaid income taxes.~~

In the three months ended August 24, 2024, cash used in operations was due to a net loss of $5.7 million, which was partially offset by non-cash adjustments of $6.0 million and net unfavorable changes in operating assets and liabilities of $0.6 million. These net unfavorable changes in operating assets and liabilities were driven by a $4.3 million decrease in trade accounts receivable, a $0.4 million increase in accrued salaries and related obligations, mainly due to the timing of our pay cycle and the payout of the annual incentive compensation during the three months ended August 24, 2024, and a $1.0 million increase in other liabilities. Offsetting these unfavorable changes were a $1.9 million increase in other assets largely related to the investments in our technology implementation, a $1.3 million decrease in accounts payable and other accrued expenses, and a $1.0 million increase in prepaid income taxes. 43

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The net favorable changes in operating assets and liabilities were driven by a $12.7 million decrease in trade accounts receivable, a $6.6 million increase in other liabilities, a $1.5 million decrease in other assets, a $0.9 million decrease in prepaid expenses and other current assets and a $0.4 million decrease in net income taxes receivable. Partially offsetting these favorable changes were a $9.8 million decrease in accrued salaries and related obligations due mainly to the payout of the annual incentive compensation and a $2.1 million decrease in accounts payable and other accrued expenses. The Company incurred a net loss of $15.1 million during the six months ended November 29, 2025.

The cash provided by operations for the first six months of fiscal 2025 was primarily driven by the non-cash adjustments of $83.2 million (primarily due to the non-cash goodwill impairment), which was offset by a net loss of $74.4 million and net unfavorable changes in operating assets and liabilities of $4.4 million. These net unfavorable changes in operating assets and liabilities were driven by a $3.7 million increase in other assets largely related to the investments in our technology implementation, a $2.1 million decrease in other liabilities, a $1.7 million decrease in accounts payable and other accrued expenses, a $1.5 million increase in prepaid expenses and other current assets, and a $0.7 million increase in prepaid income taxes. Offsetting these unfavorable changes were a $1.8 million decrease in trade accounts receivable and a $0.7 million increase in accrued salaries and related obligations, mainly due to the timing of our pay cycle.

Investing Activities

Net cash used in investing activities was $0.14 million for the ~~three~~first six months ~~ended~~of ~~August 30,~~fiscal ~~2025~~2026 compared to $1012.97 million for the ~~three~~first six months ~~ended~~of ~~August 24,~~fiscal ~~2024~~2025. Net cash used in investing activities for the ~~three~~first six months ~~ended~~of ~~August 30,~~fiscal 2026 was primarily related to $0.4 million of cash used for leasehold improvements and to acquire computer equipment. Net cash used in investing activities for the first six months of fiscal 2025 was primarily related to $23.0 million of net cash used towards the acquisition of Reference Point and $2.10 million of cash used for the development of internal-use software and acquisition of property and equipment, partially offset by the $12.3 million in net proceeds from the sale of the Irvine office building.

Net cash used in investing activities was $10.9 million for the three months ended August 24, 2024 and was primarily related to $23.0 million of net cash used towards the acquisition of Reference Point, partially offset by $12.3 million of net proceeds from the sale of the Irvine office building.

Financing Activities

Net cash used in financing activities ~~totaled~~was $13.69 million for the ~~three~~first six months ~~ended~~of ~~August 30,~~fiscal ~~2025~~2026 compared to $717.74 million for the ~~three~~first six months ~~ended~~of ~~August 24,~~fiscal ~~2024~~2025. Net cash used in financing activities during the ~~three~~first six months ~~ended~~of ~~August 30,~~fiscal ~~2025~~2026 consisted of cash dividend payments of $24.37 million, which were partially offset by $1.1 million in proceeds received from ESPP share purchases. Net cash used in financing activities during the first six months of fiscal 2025 consisted of $10.0 million to purchase 1,028,315 shares of common stock on the open market and cash dividend payments of $9.4 million; these uses were partially offset by $2.0 million in proceeds received from ESPP share purchases.

Net cash used in financing activities totaled $7.7 million for the three months ended August 24, 2024 and consisted of $5.0 million to purchase 430,284 shares of common stock on the open market, and cash dividend payments of $4.7 million; these uses were partially offset by $2.0 million in proceeds received from ESPP share purchases.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk. We are primarily exposed to market risks from fluctuations in interest rates and the effects of those fluctuations on the market values of our cash and cash equivalents and our borrowings under the 2025 Credit Facility that bear interest at a variable market rate.

As of ~~August~~November 3029, 2025, we had approximately $7789.58 million of cash and cash equivalents and no borrowings under our 2025 Credit Facility. The earnings on cash and cash equivalents are subject to changes in interest rates; however, assuming a constant balance available for investment, a 10% decline in interest rates would reduce our interest income but would not have a material impact on our consolidated financial position or results of operations.

We may become exposed to interest rate risk related to fluctuations in the Term SOFR rate under our 2025 Credit Facility. See “Liquidity and Capital Resources” above and Note 7 – Long-Term Debt in the Notes to Consolidated Financial Statements included in ~~Part I,~~ Item 1 of Part I of this Quarterly Report on Form 10-Q for further discussion about the interest rate on our 2025 Credit Facility. As of ~~August~~November 3029, 2025., we had no borrowing outstanding and $0.7 million of outstanding letters of credit issued under our 2025 Credit Facility.

Foreign Currency Exchange Rate Risk. For the ~~three~~six months ended ~~August~~November 3029, 2025, approximately 20.5% of our revenues were generated outside of the U.S. compared to approximately 18.32% of our revenues for the ~~three~~six months ended ~~August~~November 2423, 2024. As a result, our operating results are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the period. Thus, as the value of the U.S. dollar fluctuates relative to the currencies in our non-U.S.-based operations, our reported results may vary.

Assets and liabilities of our non-U.S.-based operations are translated into U.S. dollars at the exchange rate effective at the end of each monthly reporting period. Approximately 46.7% of our cash and cash equivalents balances as of August 30, 2025 were denominated in U.S. dollars. The remaining amount of approximately 53.3% was comprised primarily of cash balances translated from Euros, Mexican Pesos, Canadian Dollar, Chinese Yuan, Indian Rupee, Japanese Yen, and British Pound Sterling, This compares to approximately 59.2% of our cash and cash equivalents balances as of May 31, 2025 that were denominated in U.S. dollars and approximately 40.8% that were comprised primarily of cash balances translated from Euros, Japanese Yen, Chinese Yuan, and Canadian Dollars. The difference resulting from the translation in each period of assets and liabilities of our non-U.S.-based operations is recorded as a component of stockholders’ equity in accumulated other comprehensive income or loss. 44

Although we monitor our exposure to foreign currency fluctuations, we do not currently use financial hedges to mitigate risks associated with foreign currency fluctuations including in a limited number of circumstances when we may be asked to transact with our client in one currency but are obligated to pay our consultants in another currency. Our foreign entities typically transact with clients and consultants in their local currencies and generate enough operating cash

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~~flows~~Assets toand ~~fund~~liabilities ~~their~~of ~~own~~our ~~operations~~non-U.S.-based Weoperations ~~believe~~are ~~our~~translated ~~economic~~into ~~exposure~~U.S. todollars at the exchange rate ~~fluctuations~~effective ~~has~~at ~~not~~the ~~been~~end ~~material~~of each monthly reporting period. ~~However~~Approximately 54.8% of our cash and cash equivalents balances as of November 29, we2025 ~~cannot~~were ~~provide~~denominated ~~assurance~~in ~~that~~U.S. ~~exchange~~dollars. ~~rate~~The ~~fluctuations~~remaining ~~will~~amount ~~not~~of ~~adversely~~approximately ~~affect~~45.2% was comprised primarily of cash balances translated from Euros, Mexican Pesos, Canadian Dollar, Chinese Yuan, Indian Rupee, Japanese Yen, and British Pound Sterling, This compares to approximately 59.2% of our ~~financial~~cash ~~results~~and cash equivalents balances as of May 31, 2025 that were denominated in U.S. dollars and approximately 40.8% that were comprised primarily of cash balances translated from Euros, Japanese Yen, Chinese Yuan, and Canadian Dollars. The difference resulting from the ~~future~~translation in each period of assets and liabilities of our non-U.S.-based operations is recorded as a component of stockholders’ equity in accumulated other comprehensive income or loss.

39Although we monitor our exposure to foreign currency fluctuations, we do not currently use financial hedges to mitigate risks associated with foreign currency fluctuations including in a limited number of circumstances when we may be asked to transact with our client in one currency but are obligated to pay our consultants in another currency. Our foreign entities typically transact with clients and consultants in their local currencies and generate enough operating cash flows to fund their own operations. We believe our economic exposure to exchange rate fluctuations has not been material. However, we cannot provide assurance that exchange rate fluctuations will not adversely affect our financial results in the future.

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by SEC Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of ~~August~~November 3029, 2025. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of ~~August~~November 3029, 2025.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended ~~August~~November 3029, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1A. RISK FACTORS.

There have been no material changes in our risk factors from those disclosed in ~~Part 1,~~ Item 1A of Part I of our Fiscal Year 2025 Form 10-K, which was filed with the SEC on July 28 2025. See “Risk Factors” in Item 1A of Part I of such Fiscal Year 2025 Form 10-K for a complete description of the material risks we face.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 5. OTHER INFORMATION.

Insider Trading Arrangements

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed with, or incorporated by reference in, this Quarterly Report on Form 10-Q.

Exhibit Number			Description of Document
31.1*			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3.1			Amended and Restated Certificate of Incorporation of Resources Connection, Inc. (incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2004).
31.2*			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3.2			Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2025).
32.1**			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1+			Employment Agreement by and between the Company and Roger Carlile, dated as of October 31, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 3, 2025).
32.2**			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.2+			Transition Agreement by and between the Company and Kate W. Duchene, dated as of October 31, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on November 3, 2025).
101*			The following unaudited interim consolidated financial statements from the Company’s Quarterly Report on Form 10‑Q for the fiscal quarter ended August 30, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
31.1*			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104*			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
31.2*			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*			The following unaudited interim consolidated financial statements from the Company’s Quarterly Report on Form 10‑Q for the fiscal quarter ended November 29, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104*			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

______

*Filed herewith.

**Furnished herewith.

42+ Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			RESOURCES CONNECTION, INC.
Date: October 8, 2025			/s/ KATE W. DUCHENE
Date: January 8, 2026			/s/ ROGER CARLILE
			Kate W. Duchene
			Roger Carlile
			President and Chief Executive Officer(Principal Executive Officer and Duly Authorized Officer)
Date: October 8, 2025			/s/ JENNIFER RYU
Date: January 8, 2026			/s/ JENNIFER RYU
			Jennifer Ryu
			Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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