falseQ3202605/300001084765P1Y0P3Y55xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesrgp:installmentrgp:severancexbrli:pureiso4217:CNYrgp:programrgp:segment00010847652025-06-012026-02-2800010847652026-03-3100010847652026-02-2800010847652025-05-3100010847652025-11-302026-02-2800010847652024-11-242025-02-2200010847652024-05-262025-02-220001084765us-gaap:CommonStockMember2025-11-290001084765us-gaap:AdditionalPaidInCapitalMember2025-11-290001084765us-gaap:TreasuryStockCommonMember2025-11-290001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-11-290001084765us-gaap:RetainedEarningsMember2025-11-2900010847652025-11-290001084765us-gaap:AdditionalPaidInCapitalMember2025-11-302026-02-280001084765us-gaap:CommonStockMember2025-11-302026-02-280001084765us-gaap:TreasuryStockCommonMember2025-11-302026-02-280001084765us-gaap:RetainedEarningsMember2025-11-302026-02-280001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-11-302026-02-280001084765us-gaap:CommonStockMember2026-02-280001084765us-gaap:AdditionalPaidInCapitalMember2026-02-280001084765us-gaap:TreasuryStockCommonMember2026-02-280001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-02-280001084765us-gaap:RetainedEarningsMember2026-02-280001084765us-gaap:CommonStockMember2025-05-310001084765us-gaap:AdditionalPaidInCapitalMember2025-05-310001084765us-gaap:TreasuryStockCommonMember2025-05-310001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-05-310001084765us-gaap:RetainedEarningsMember2025-05-310001084765us-gaap:AdditionalPaidInCapitalMember2025-06-012026-02-280001084765us-gaap:CommonStockMember2025-06-012026-02-280001084765us-gaap:TreasuryStockCommonMember2025-06-012026-02-280001084765us-gaap:RetainedEarningsMember2025-06-012026-02-280001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-012026-02-280001084765us-gaap:CommonStockMember2024-11-230001084765us-gaap:AdditionalPaidInCapitalMember2024-11-230001084765us-gaap:TreasuryStockCommonMember2024-11-230001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-11-230001084765us-gaap:RetainedEarningsMember2024-11-2300010847652024-11-230001084765us-gaap:AdditionalPaidInCapitalMember2024-11-242025-02-220001084765us-gaap:CommonStockMember2024-11-242025-02-220001084765us-gaap:TreasuryStockCommonMember2024-11-242025-02-220001084765us-gaap:RetainedEarningsMember2024-11-242025-02-220001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-11-242025-02-220001084765us-gaap:CommonStockMember2025-02-220001084765us-gaap:AdditionalPaidInCapitalMember2025-02-220001084765us-gaap:TreasuryStockCommonMember2025-02-220001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-02-220001084765us-gaap:RetainedEarningsMember2025-02-2200010847652025-02-220001084765us-gaap:CommonStockMember2024-05-250001084765us-gaap:AdditionalPaidInCapitalMember2024-05-250001084765us-gaap:TreasuryStockCommonMember2024-05-250001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-05-250001084765us-gaap:RetainedEarningsMember2024-05-2500010847652024-05-250001084765us-gaap:AdditionalPaidInCapitalMember2024-05-262025-02-220001084765us-gaap:CommonStockMember2024-05-262025-02-220001084765us-gaap:TreasuryStockCommonMember2024-05-262025-02-220001084765us-gaap:RetainedEarningsMember2024-05-262025-02-220001084765us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-05-262025-02-220001084765rgp:FormerPresidentAndChiefExecutiveOfficerMember2025-10-312025-10-310001084765rgp:FormerPresidentAndChiefExecutiveOfficerMember2025-10-310001084765rgp:FormerPresidentAndChiefExecutiveOfficerMember2026-01-032026-01-030001084765srt:MinimumMember2026-02-280001084765srt:MaximumMember2026-02-280001084765rgp:ReferencePointMember2024-07-010001084765rgp:ReferencePointMember2024-07-012024-07-010001084765rgp:ReferencePointMember2025-11-302026-02-280001084765rgp:ReferencePointMember2025-06-012026-02-280001084765rgp:ReferencePointMember2024-11-242025-02-220001084765rgp:ReferencePointMember2024-05-262025-02-220001084765rgp:ReferencePointMemberus-gaap:CustomerRelationshipsMember2024-07-010001084765rgp:ReferencePointMemberus-gaap:CustomerRelationshipsMembersrt:MaximumMember2024-07-010001084765rgp:ReferencePointMemberus-gaap:NoncompeteAgreementsMember2024-07-010001084765rgp:ReferencePointMemberus-gaap:TradeNamesMember2024-07-0100010847652024-05-262025-05-310001084765srt:MinimumMemberrgp:CustomerContractsAndRelationshipsMember2026-02-280001084765srt:MaximumMemberrgp:CustomerContractsAndRelationshipsMember2026-02-280001084765rgp:CustomerContractsAndRelationshipsMember2026-02-280001084765rgp:CustomerContractsAndRelationshipsMember2025-05-310001084765us-gaap:TradeNamesMember2026-02-280001084765us-gaap:TradeNamesMember2025-05-310001084765us-gaap:NoncompeteAgreementsMember2026-02-280001084765us-gaap:NoncompeteAgreementsMember2025-05-310001084765us-gaap:RevolvingCreditFacilityMemberrgp:A2025CreditFacilityMemberus-gaap:LineOfCreditMember2025-07-020001084765us-gaap:StandbyLettersOfCreditMemberrgp:A2025CreditFacilityMemberus-gaap:LineOfCreditMember2025-07-020001084765us-gaap:RevolvingCreditFacilityMemberrgp:A2025CreditFacilityMemberus-gaap:LineOfCreditMember2025-07-022025-07-020001084765us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberrgp:A2025CreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2025-07-022025-07-020001084765us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberrgp:A2025CreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2025-07-022025-07-020001084765us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberrgp:A2025CreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2025-07-022025-07-020001084765us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberrgp:A2025CreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2025-07-022025-07-020001084765us-gaap:RevolvingCreditFacilityMemberrgp:A2025CreditFacilityMemberus-gaap:LineOfCreditMember2026-02-280001084765us-gaap:RevolvingCreditFacilityMemberrgp:A2021CreditFacilityMemberus-gaap:LineOfCreditMember2025-05-310001084765us-gaap:LetterOfCreditMemberrgp:A2025CreditFacilityMemberus-gaap:LineOfCreditMember2026-02-280001084765us-gaap:LetterOfCreditMemberrgp:A2021CreditFacilityMemberus-gaap:LineOfCreditMember2025-05-310001084765us-gaap:RevolvingCreditFacilityMemberrgp:BeijingRevolverMemberus-gaap:LineOfCreditMember2022-11-020001084765us-gaap:RevolvingCreditFacilityMemberrgp:BeijingRevolverMemberus-gaap:LineOfCreditMember2022-11-022022-11-020001084765us-gaap:RevolvingCreditFacilityMemberrgp:BeijingRevolverMemberus-gaap:LineOfCreditMember2026-02-280001084765rgp:ShareRepurchaseProgram2015Member2015-07-310001084765rgp:October2024ProgramMember2024-10-310001084765rgp:StockRepurchaseProgramMember2025-11-302026-02-280001084765rgp:StockRepurchaseProgramMember2025-06-012026-02-280001084765rgp:StockRepurchaseProgramMember2026-02-280001084765rgp:StockRepurchaseProgramMember2024-11-242025-02-220001084765rgp:StockRepurchaseProgramMember2024-05-262025-02-220001084765rgp:A2026TransformationInitiativeMember2025-11-302026-02-280001084765rgp:A2026TransformationInitiativeMember2025-06-012026-02-280001084765us-gaap:EmployeeSeveranceMemberrgp:A2026TransformationInitiativeMember2025-05-310001084765us-gaap:EmployeeSeveranceMemberrgp:A2026TransformationInitiativeMember2025-06-012026-02-280001084765us-gaap:EmployeeSeveranceMemberrgp:A2026TransformationInitiativeMember2026-02-280001084765rgp:EmployeeSeveranceAndTerminationBenefitsMemberrgp:A2025RestructuringPlanMember2024-11-242025-02-220001084765rgp:EmployeeSeveranceAndTerminationBenefitsMemberrgp:A2025RestructuringPlanMember2024-05-262025-02-220001084765rgp:A2025RestructuringPlanMember2025-02-220001084765rgp:PerformanceIncentivePlan2020Member2024-10-172024-10-170001084765rgp:PerformanceIncentivePlan2020Member2025-06-012026-02-280001084765rgp:PerformanceIncentivePlan2020Member2026-02-280001084765us-gaap:EmployeeStockOptionMember2025-06-012026-02-280001084765srt:MinimumMemberrgp:PerformanceIncentivePlan2020Member2025-06-012026-02-280001084765srt:MaximumMemberrgp:PerformanceIncentivePlan2020Member2025-06-012026-02-280001084765rgp:PerformanceIncentivePlan2020Memberus-gaap:PerformanceSharesMember2026-02-2800010847652025-08-312025-11-290001084765us-gaap:EmployeeStockOptionMember2026-02-280001084765us-gaap:EmployeeStockMemberrgp:EmployeeStockPurchasePlanMember2022-10-200001084765us-gaap:EmployeeStockMemberrgp:EmployeeStockPurchasePlanMembersrt:MaximumMember2022-10-200001084765us-gaap:EmployeeStockMemberrgp:EmployeeStockPurchasePlanMember2025-06-012026-02-280001084765us-gaap:EmployeeStockMemberrgp:EmployeeStockPurchasePlanMember2024-05-262025-02-220001084765us-gaap:EmployeeStockMemberrgp:EmployeeStockPurchasePlanMember2026-02-280001084765us-gaap:RestrictedStockMember2025-05-310001084765us-gaap:RestrictedStockMember2025-06-012026-02-280001084765us-gaap:RestrictedStockMember2026-02-280001084765rgp:EquityClassifiedRestrictedStockUnitsMember2025-05-310001084765rgp:LiabilityClassifiedStockUnitsMember2025-05-310001084765us-gaap:RestrictedStockUnitsRSUMember2025-05-310001084765rgp:EquityClassifiedRestrictedStockUnitsMember2025-06-012026-02-280001084765rgp:LiabilityClassifiedStockUnitsMember2025-06-012026-02-280001084765us-gaap:RestrictedStockUnitsRSUMember2025-06-012026-02-280001084765rgp:EquityClassifiedRestrictedStockUnitsMember2026-02-280001084765rgp:LiabilityClassifiedStockUnitsMember2026-02-280001084765us-gaap:RestrictedStockUnitsRSUMember2026-02-280001084765us-gaap:PerformanceSharesMember2025-06-012026-02-280001084765us-gaap:PerformanceSharesMemberrgp:ThreeYearPerformancePeriodMembersrt:MinimumMember2025-06-012026-02-280001084765us-gaap:PerformanceSharesMemberrgp:ThreeYearPerformancePeriodMembersrt:MaximumMember2025-06-012026-02-280001084765us-gaap:PerformanceSharesMember2025-05-310001084765us-gaap:PerformanceSharesMember2026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:OnDemandTalentMember2025-11-302026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:OnDemandTalentMember2024-11-242025-02-220001084765us-gaap:OperatingSegmentsMemberrgp:OnDemandTalentMember2025-06-012026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:OnDemandTalentMember2024-05-262025-02-220001084765us-gaap:OperatingSegmentsMemberrgp:ConsultingMember2025-11-302026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:ConsultingMember2024-11-242025-02-220001084765us-gaap:OperatingSegmentsMemberrgp:ConsultingMember2025-06-012026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:ConsultingMember2024-05-262025-02-220001084765us-gaap:OperatingSegmentsMemberrgp:EuropeAndAsiaPacificMember2025-11-302026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:EuropeAndAsiaPacificMember2024-11-242025-02-220001084765us-gaap:OperatingSegmentsMemberrgp:EuropeAndAsiaPacificMember2025-06-012026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:EuropeAndAsiaPacificMember2024-05-262025-02-220001084765us-gaap:OperatingSegmentsMemberrgp:OutsourcedServicesMember2025-11-302026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:OutsourcedServicesMember2024-11-242025-02-220001084765us-gaap:OperatingSegmentsMemberrgp:OutsourcedServicesMember2025-06-012026-02-280001084765us-gaap:OperatingSegmentsMemberrgp:OutsourcedServicesMember2024-05-262025-02-220001084765us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2025-11-302026-02-280001084765us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2024-11-242025-02-220001084765us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2025-06-012026-02-280001084765us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2024-05-262025-02-220001084765us-gaap:MaterialReconcilingItemsMember2025-11-302026-02-280001084765us-gaap:MaterialReconcilingItemsMember2024-11-242025-02-220001084765us-gaap:MaterialReconcilingItemsMember2025-06-012026-02-280001084765us-gaap:MaterialReconcilingItemsMember2024-05-262025-02-220001084765country:US2025-11-302026-02-280001084765country:US2024-11-242025-02-220001084765country:US2025-06-012026-02-280001084765country:US2024-05-262025-02-220001084765us-gaap:NonUsMember2025-11-302026-02-280001084765us-gaap:NonUsMember2024-11-242025-02-220001084765us-gaap:NonUsMember2025-06-012026-02-280001084765us-gaap:NonUsMember2024-05-262025-02-220001084765country:US2026-02-280001084765country:US2025-05-310001084765us-gaap:NonUsMember2026-02-280001084765us-gaap:NonUsMember2025-05-310001084765rgp:SitrickGroupLLCMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberrgp:SitrickGroupLLCMemberus-gaap:SubsequentEventMember2026-04-070001084765us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberrgp:SitrickGroupLLCMembersrt:MinimumMemberus-gaap:SubsequentEventMember2026-04-070001084765us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberrgp:SitrickGroupLLCMembersrt:MaximumMemberus-gaap:SubsequentEventMember2026-04-070001084765us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberrgp:SitrickGroupLLCMembersrt:ChiefExecutiveOfficerMemberus-gaap:SubsequentEventMember2026-04-070001084765us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberrgp:SitrickGroupLLCMemberus-gaap:SubsequentEventMember2026-04-072026-04-070001084765srt:ChiefOperatingOfficerMemberus-gaap:SubsequentEventMember2026-03-032026-03-03

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 February 28, 2026

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 March 31, 2026, 34,329,344 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

Table of Contents

RESOURCES CONNECTION, INC.

INDEX


		Page
PART I—FINANCIAL INFORMATION
ITEM 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets as of February 28 , 202 6 and May 31, 2025	3
	Consolidated Statements of Operations for the Three and Nine Months Ended Feb ruary 28, 2026 and February 22 , 2025	4
	Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended F ebr uary 28 , 202 6 and Febr uary 22, 2025	5
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended F ebr uar y 28, 2026 and February 2 2 , 20 25	6
	Consolidated Statements of Cash Flows for the Nine Months Ended February 28 , 202 6 and F ebruary 22, 20 25	8
	Notes to Consolidated Financial Statements	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	46
ITEM 4.	Controls and Procedures	48

PART II—OTHER INFORMATION
ITEM 1A.	Risk Factors	49
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
ITEM 5.	Other Information	49
ITEM 6.	Exhibits	50
	Signatures	51

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

RESOURCES CONNECTION, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value per share)


	February 28, 2026		May 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	82,764	$	86,147
Trade accounts receivable, net of allowances of $3,639 and $2,603 as of February 28, 2026 and May 31, 2025, respectively	79,333		99,210
Prepaid expenses and other current assets	11,372		10,246
Income taxes receivable	7,619		8,083
Total current assets	181,088		203,686
Goodwill	28,757		28,757
Intangible assets, net	15,896		18,978
Property and equipment, net	3,779		4,423
Operating lease right-of-use assets, net	20,220		22,551
Deferred tax assets	9,702		9,280
Other non-current assets	14,672		17,013
Total assets	$	274,114	$	304,688

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	11,506	$	13,902
Accrued salaries and related obligations	32,705		47,931
Operating lease liabilities, current	4,813		5,149

Other current liabilities	17,095		8,420
Total current liabilities	66,119		75,402

Operating lease liabilities, non-current	19,546		20,156
Deferred tax liabilities	4		92
Other non-current liabilities	1,761		1,957
Total liabilities	87,430		97,607
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; 37,944 and 37,027 shares issued, and 34,089 and 33,075 shares outstanding as of February 28, 2026 and May 31, 2025, respectively	379		370
Additional paid-in capital	409,956		400,180
Accumulated other comprehensive loss	(15,748)		(17,863)
Accumulated deficit	(155,521)		(121,575)
Treasury stock at cost, 3,855 and 3,952 shares as of February 28, 2026 and May 31, 2025, respectively	(52,382)		(54,031)
Total stockholders’ equity	186,684		207,081
Total liabilities and stockholders’ equity	$	274,114	$	304,688

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

Table of Contents

RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 22, 2025		February 28, 2026		February 22, 2025
Revenue	$	107,930	$	129,438	$	345,891	$	411,991
Cost of services	69,351		84,064		216,138		260,544
Gross profit	38,579		45,374		129,753		151,447
Selling, general and administrative expenses	45,849		51,189		148,159		151,404
Goodwill impairment	-		42,039		-		125,376
Amortization expense	746		1,407		3,083		4,461
Depreciation expense	328		464		1,015		1,466
Loss from operations	(8,344)		(49,725)		(22,504)		(131,260)
Interest income, net	(178)		(106)		(348)		(469)
Other expense (income)	605		22		490		(50)
Loss before income tax expense (benefit)	(8,771)		(49,641)		(22,646)		(130,741)
Income tax expense (benefit)	696		(5,589)		1,887		(12,267)
Net loss	$	(9,467)	$	(44,052)	$	(24,533)	$	(118,474)

Net loss per common share:
Basic	$	(0.28)	$	(1.34)	$	(0.74)	$	(3.58)
Diluted	$	(0.28)	$	(1.34)	$	(0.74)	$	(3.58)

Weighted-average number of common and common equivalent shares outstanding:
Basic	33,698		32,938		33,347		33,130
Diluted	33,698		32,938		33,347		33,130

Cash dividends declared per common share	$	0.07	$	0.14	$	0.21	$	0.42

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

Table of Contents

RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 22, 2025		February 28, 2026		February 22, 2025

Net loss	$	(9,467)	$	(44,052)	$	(24,533)	$	(118,474)
Foreign currency translation adjustment, net of tax	1,932		16		2,115		(3,447)
Total comprehensive loss	$	(7,535)	$	(44,036)	$	(22,418)	$	(121,921)

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

Table of Contents

RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share amounts)

(Unaudited)


	For the Three Months Ended February 28, 2026
	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 November 29, 2025	37,456	$	374	$	407,628	3,954	$	(54,066)	$	(17,680)	$	(141,669)	$	194,587

Stock-based compensation expense	-	-		1,117		-	-		-		-		1,117
Issuance of common stock purchased under Employee Stock Purchase Plan	286	3		1,129		-	-		-		-		1,132
Issuance of restricted stock	-	-				(99)	1,684		-		(1,684)		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	202	2		(233)		-	-		-		-		(231)
Cash dividends declared ($0.07 per share)	-	-		-		-	-		-		(2,386)		(2,386)
Dividend equivalents on equity awards	-	-		315		-	-		-		(315)		-

Currency translation adjustment	-	-		-		-	-		1,932		-		1,932
Net loss for the three months ended February 28, 2026	-	-		-		-	-		-		(9,467)		(9,467)
Balances at February 28, 2026	37,944	$	379	$	409,956	3,855	$	(52,382)	$	(15,748)	$	(155,521)	$	186,684


	For the Nine Months Ended February 28, 2026
	Common Stock			Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders' 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	-	-		8,044		-	-		-		-		8,044
Issuance of common stock purchased under Employee Stock Purchase Plan	527	5		2,206		-	-		-		-		2,211
Issuance of restricted stock	-	-		-		(97)	1,649		-		(1,649)		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	390	4		(1,177)		-	-		-		-		(1,173)
Cash dividends declared ($0.21 per share)	-	-		-		-	-		-		(7,061)		(7,061)
Dividend equivalents on equity awards	-	-		703		-	-		-		(703)		-

Currency translation adjustment	-	-		-		-	-		2,115		-		2,115
Net loss for the nine months ended February 28, 2026	-	-		-		-	-		-		(24,533)		(24,533)
Balances at February 28, 2026	37,944	$	379	$	409,956	3,855	$	(52,382)	$	(15,748)	$	(155,521)	$	186,684


	For the Three Months Ended February 22, 2025
	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 November 23, 2024	36,757	$	368	$	394,544	3,666	$	(52,204)	$	(21,176)	$	4,145	$	325,677

Stock-based compensation expense	-	-		1,960		-	-		-		-		1,960
Issuance of common stock purchased under Employee Stock Purchase Plan	264	2		1,902		-	-		-		-		1,904
Issuance of restricted stock	-	-		-		(69)	1,170		-		(1,170)		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	-	-		(36)		-	-		-		-		(36)
Cash dividends declared ($0.14 per share)	-	-		-		-	-		-		(4,631)		(4,631)
Dividend equivalents on equity awards	-	-		183		-	-		-		(183)		-
Repurchase of common stock	-	-		-		355	(3,012)				-		(3,012)
Currency translation adjustment	-	-		-		-	-		16		-		16
Net loss for the three months ended February 22, 2025	-	-		-		-	-		-		(44,052)		(44,052)
Balances at February 22, 2025	37,021	$	370	$	398,553	3,952	$	(54,046)	$	(21,160)	$	(45,891)	$	277,826

Table of Contents


	For the Nine Months Ended February 22, 2025
	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	-	-		5,657		-	-		-		-		5,657
Issuance of common stock purchased under Employee Stock Purchase Plan	493	4		3,910		-	-		-		-		3,914
Issuance of restricted stock	80	1		(1)		(69)	1,170		-		(1,170)		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	254	2		(1,624)		-	-		-		-		(1,622)
Cash dividends declared ($0.42 per share)	-	-		-		-	-		-		(13,951)		(13,951)
Dividend equivalents on equity awards	-	-		891		-	-		-		(891)		-
Repurchase of common stock	-	-		-		1,383	(13,014)				-		(13,014)
Currency translation adjustment	-	-		-		-	-		(3,447)		-		(3,447)
Net loss for the nine months ended February 22, 2025	-	-		-		-			-		(118,474)		(118,474)
Balances at February 22, 2025	37,021	$	370	$	398,553	3,952	$	(54,046)	$	(21,160)	$	(45,891)	$	277,826

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

Table of Contents

RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	February 28, 2026		February 22, 2025
Cash flows (used in) provided by operating activities:
Net loss	$	(24,533)	$	(118,474)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization expense	4,098		6,536
Amortization of right-of-use assets	3,970		4,350
Stock-based compensation expense	8,041		5,417
Goodwill impairment	—		125,376
Impairment on right-of-use asset	1,015		—
Gain on sale of assets	—		(3,230)
Adjustment to allowances	1,202		944
Deferred income taxes	(104)		(14,114)
Other, net	209		133
Changes in operating assets and liabilities, net of acquisition:
Trade accounts receivable	18,667		7,420
Prepaid expenses and other current assets	(1,102)		(5,795)
Income taxes	167		(1,553)
Other assets	1,797		(1,309)
Accounts payable and other accrued expenses	(2,442)		(2,038)
Accrued salaries and related obligations	(16,538)		1,242
Other liabilities	4,887		(2,756)
Net cash (used in) provided by operating activities	(666)		2,149

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	(543)		(2,425)
Net cash used in investing activities	(543)		(13,083)

Cash flows from financing activities:

Proceeds from issuance of common stock under Employee Stock Purchase Plan	2,211		3,914


Payment of debt issuance costs	(343)		—
Repurchase of common stock	—		(13,014)
Payment of cash dividends	(7,003)		(14,014)
Net cash used in financing activities	(5,135)		(23,114)

Effect of exchange rate changes on cash and cash equivalents	2,961		(2,349)
Net decrease in cash and cash equivalents	(3,383)		(36,397)
Cash and cash equivalents at beginning of period	86,147		108,892
Cash and cash equivalents at end of period	$	82,764	$	72,495

Supplemental cash flow disclosures
Income taxes paid, net	$	1,727	$	3,057
Interest paid	$	133	$	267
Non-cash investing and financing activities

Dividends declared, not paid	$	2,386	$	4,631

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

Table of Contents

RESOURCES CONNECTION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. 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 third 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. Ms. Duchene will continue to provide transition support to the Company as a consultant from January 4, 2026 through December 31, 2028.

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, which began in January 2026, following her execution and delivery of 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 also received 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. Beginning January 3, 2026, the Company began paying Ms. Duchene a monthly consulting fee of $12,500.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements of the Company as of and for the three and nine months ended February 28, 2026 and February 22, 2025 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.

Table of Contents

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 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 13 — 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.

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 and Disposals 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 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

Table of Contents

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.

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 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.

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 nine months ended February 28, 2026 and February 22, 2025, 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 nine months ended February 28, 2026 and February 22, 2025 (in thousands, except per share amounts):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 22, 2025		February 28, 2026		February 22, 2025

Net loss	$	(9,467)	$	(44,052)	$	(24,533)	$	(118,474)

Weighted-average shares, basic and diluted	33,698		32,938		33,347		33,130








Net loss per common share:
Basic and diluted	$	(0.28)	$	(1.34)	$	(0.74)	$	(3.58)

Anti-dilutive shares not included above	2,280		3,021		2,512		2,313

Table of Contents

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.

During the third quarter of fiscal 2026, the Company entered into a sublease at one of its office locations in connection with its restructuring activities. Due to the change in future use of the office space, management assessed recoverability of the related right-of-use asset in accordance with the Company's policy on impairment of long-lived assets. Based on an analysis of future undiscounted cash flows associated with the sublease of the right-of-use asset, management determined that the carrying value was not recoverable. The fair value was based on observable market rates of the assets in the area of the office location. The Company recorded an impairment charge of $1.0 million to selling, general and administrative expenses in the accompanying Consolidated Statements of Operations in connection with the analysis. The Company did not record any impairment during the three or nine months ended February 22, 2025.

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 during the three and nine months ended February 28, 2026 within the operating segment where the remaining goodwill resides and as such, the Company did not perform an interim goodwill impairment analysis in either the first, second or third quarters of fiscal 2026. The Company performed a goodwill impairment analysis in each of the first, second, and third quarters of fiscal 2025 due to a change in the Company's operating segments and decreases in market capitalization and slower-than-expected recovery in its On-Demand Talent, Europe & Asia Pacific, and Consulting 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

Table of Contents

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.

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 nine months ended February 28, 2026 and February 22, 2025.

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 February 28, 2026 and May 31, 2025, the capitalized costs related to hosting arrangements, net of accumulated amortization, were $16.5 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 $2.5 million of amortization expense during the three and nine months ended February 28, 2026, and $0.7 million and $1.0 million of amortization expense during the three and nine months ended February 22, 2025, 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.

Table of Contents

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 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 Transformation Initiative, for additional information on restructuring charges.

Recently Issued Accounting Guidance

In December 2025, the FASB issued Accounting Standards Update ("ASU") 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"), which clarifies interim disclosure requirements by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The standard is intended to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods within annual reporting period beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 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.

Table of Contents

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 13 – Segment Information and Enterprise Reporting.

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 $22.2 million and $30.7 million as of February 28, 2026 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 $8.3 million and $4.3 million as of February 28, 2026 and May 31, 2025, respectively. Revenue recognized during the three and nine months ended February 28, 2026 that was included in deferred revenue as of May 31, 2025 was $0.3 million and $3.1 million, respectively. Revenue recognized during the three and nine months ended February 22, 2025 that was included in deferred revenue as of May 25, 2024 was $0.9 million and $1.5 million, respectively.

4. Acquisitions and Disposals

Acquisition of Reference Point

On July 1, 2024, the Company entered into an Amended and Restated Membership Interest Purchase Agreement 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 nine months ended February 28, 2026, the Company incurred $0.3 million and $1.2 million, respectively, in acquisition costs consisting primarily of employee compensation costs related to the acquired business. During the three and nine months ended February 22, 2025, the Company incurred $0.5 million and $2.3 million, respectively, in acquisition costs, 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

Table of Contents

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

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.

Disposals

During the third quarter of fiscal 2026, the Company completed the dissolution of its foreign subsidiary, Resources Global Professionals Sweden AB. No gain/loss was recognized in connection with the dissolution. The Company recognized approximately $0.6 million related to the recognition of the accumulated translation adjustment associated with the subsidiary, which was reclassified from accumulated other comprehensive loss in the Company’s Consolidated Balance Sheet and included in other expense (income) in the Company’s Consolidated Statement of Operations for the three and nine months ended February 28, 2026.

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 February 28, 2026 and as such, the Company did not perform an interim goodwill impairment analysis in the third quarter of fiscal 2026. There were no changes in the carrying amount of goodwill during the nine months ended

Table of Contents

February 28, 2026 and all goodwill on the Company's Consolidated Balance Sheet is allocated to the Outsourced Services segment.

Fiscal Year 2025 Interim Impairment Assessments

During fiscal 2025, there were indicators of potential impairment in each of the fiscal quarters related to a combination of business performance and decline in share price. As a result, we performed interim quantitative goodwill impairment assessments for our reporting units, each of which is also a reporting segment, during the nine months ended February 22, 2025. The Company recorded an aggregate impairment charge of $125.4 million in connection with the impairment assessments.

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 February 28, 2026						As of May 31, 2025
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer contracts and relationships	7 - 12 years	$	39,500	$	(24,084)	$	15,416	$	39,500	$	(21,160)	$	18,340
Trade names	1 year	600		(600)		—		600		(550)		50
Non-Compete Agreements	5 years	720		(240)		480		720		(132)		588
Total		$	40,820	$	(24,924)	$	15,896	$	40,820	$	(21,842)	$	18,978

The Company recorded amortization expense of $0.7 million and $1.4 million for the three months ended February 28, 2026 and February 22, 2025, respectively, and $3.1 million and $4.5 million for the nine months ended February 28, 2026 and February 22, 2025, respectively.

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

Fiscal Years:


2026 (remaining three months)	$	746
2027	1,859
2028	1,633
2029	1,633
2030 and thereafter	10,025
Total	$	15,896

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

The Company currently leases office space, vehicles and certain equipment under operating leases. At February 28, 2026, the Company had no finance leases.

Table of Contents

The weighted-average lease term and weighted-average discount rate for operating leases as of February 28, 2026 and May 31, 2025 are presented in the following table:


	As of February 28, 2026	As of May 31, 2025
Weighted-average remaining lease term	5.9 years	6.2 years
Weighted-average discount rate	5.15%	5.12%

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


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 22, 2025		February 28, 2026		February 22, 2025
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,642	$	1,754	$	5,230	$	3,446
Right-of-use assets obtained in exchange for new operating lease obligations	$	1,058	$	2,789	$	3,306	$	15,874

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.

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, which was originally set to mature on November 12, 2026, was terminated on July 2, 2025 in connection with entering into the 2025 Credit Facility.

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.

Table of Contents

The purpose of the First Amended Credit Facility was to amend certain covenants related to the Company's definition of Consolidated EBITDA, as such term is defined in the 2025 Credit Facility. Except as expressly modified and amended in the First Amended Credit Facility, all terms, provisions, and conditions of the 2025 Credit Facility remain unchanged and in full force and effect.

As of February 28, 2026, 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 February 28, 2026 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 February 28, 2026 and May 31, 2025, respectively, under the 2025 Credit Facility and the 2021 Credit Facility, respectively. As of February 28, 2026, 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 February 28, 2026, the Company had no debt outstanding under the Beijing Revolver and RMB 13.4 million ($2.0 million based on the prevailing exchange rate on February 28, 2026) 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 February 28, 2026, the Company's income tax expense was $0.7 million with an effective tax rate of 7.9%, and for the three months ended February 22, 2025, the Company's income tax benefit was $5.6 million with an effective tax rate of 11.3%.

For the nine months ended February 28, 2026 the Company's income tax expense was $1.9 million with an effective tax rate of 8.3%, and for the nine months ended February 22, 2025, the Company's income tax benefit was $12.3 million with an effective tax rate of 9.4%. 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 and the establishment of a valuation allowance on the Company's UK entity.

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 $1.2 million as of February 28, 2026 and $1.1 million as of May 31, 2025, which, if ultimately recognized, would impact the effective tax rate in future periods. 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 under the Stock Repurchase Programs during the three and nine months ended February 28, 2026. As of February 28, 2026, approximately $79.2 million remained available for future repurchases of the

Table of Contents

Company’s common stock under the Stock Repurchase Programs. During the three months ended February 22, 2025, the Company repurchased 354,505 shares of its common stock on the open market at an average price of $8.46 per share, for an aggregate total purchase price of approximately $3.0 million. During the nine months ended February 22, 2025, the Company repurchased 1,382,820 shares of its common stock on the open market at an average price of $9.40 per share, for an aggregate total purchase price of approximately $13.0 million.

Quarterly Dividend

Subject to approval each quarter by the Company's Board of Directors, the Company pays a regular dividend. On January 28, 2026, 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 March 20, 2026 to stockholders of record at the close of business on February 20, 2026. As of February 28, 2026 and May 31, 2025, $2.4 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. Restructuring and Transformation Initiative

In fiscal 2026, the Company began a transformation initiative to redesign and streamline its operating model to achieve a reduced cost structure, as well as integrate 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 (the "October RIF"). The Company began a second reduction in force under the Board approved 2026 Transformation Initiative in January 2026 (the "January RIF"). In addition to the reductions in force, the Company identified additional cost savings through exiting and subleasing a certain office space. The Company recorded an impairment charge of $1.0 million in connection with this sublease. See Note 2 – Summary of Significant Accounting Policies for further information.

Activity under the 2026 Transformation Initiative represents ongoing benefit arrangements, which are accounted for under ASC 712. All costs associated with the 2026 Transformation Initiative were recorded in selling, general and administrative expenses in the Company's Consolidated Statements of Operations. The components of the restructuring charges related to the 2026 Transformation Initiative are included in the table below (in thousands):


	Three Months Ended		Nine Months Ended
	February 28, 2026
Severance and benefits	$	3,094	$	5,185
Professional fees	268		1,071
Right-of-use asset impairment	1,015		1,015
	$	4,377	$	7,271

The liability for restructuring charges as of February 28, 2026 under the 2026 Transformation Initiative was related to severance and benefits costs incurred for the January RIF and was recorded in accounts payable and other accrued expenses on the Company's Consolidated Balance Sheets. The table below summarizes the restructuring liability (in thousands);


	Employee Termination Costs
Balance as of May 31, 2025	$	—
Restructuring charges (Severance and benefits)	3,094
Payments	(640)
Balance as of February 28, 2026	$	2,454

Table of Contents

The Company currently expects its transformation efforts to be substantially complete by the first quarter of fiscal 2027, though the scope, timing, and impact of such actions may evolve as the review progresses.

On December 2, 2024, the Company authorized a global cost reduction plan, including a reduction in force (the “2025 Restructuring Plan”) intended to reduce costs and streamline operations. The 2025 Restructuring Plan resulted in a reduction of force of the Company’s global management and administrative workforce. The Company incurred employee termination costs of $2.9 million and $3.2 million associated with the 2025 Restructuring Plan for the three and nine months ended February 22, 2025, respectively, which were recorded in selling, general and administrative expenses in its Consolidated Statements of Operations. The restructuring liability related to the 2025 Restructuring Plan was nominal as of February 22, 2025.

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 February 28, 2026, there were 838,382 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

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 $1.0 million and $1.9 million for the three months ended February 28, 2026 and February 22, 2025, respectively, and $8.0 million and $5.4 million for the nine months ended February 28, 2026 and February 22, 2025, 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

Table of Contents

Compensation Plan. Stock-based compensation expense for the nine months ended February 28, 2026 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 – Compensation - Stock Compensation (“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 accelerated and vested upon her termination date of January 3, 2026. Her outstanding PSUs vested 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 nine months ended February 28, 2026 (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	(408)	$	16.05
Awards outstanding at February 28, 2026	1,119	$	17.19
Exercisable at February 28, 2026	1,119	$	17.19
Vested and expected to vest at February 28, 2026 (1)	1,119	$	17.19

(1)As of February 28, 2026, 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 nine months ended February 28, 2026.

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 527,119 and 492,858 shares of common stock pursuant to the ESPP during the nine months ended February 28, 2026 and February 22, 2025, respectively. There were 303,269 shares of common stock available for issuance under the ESPP as of February 28, 2026.

Table of Contents

Restricted Stock Awards

The following table summarizes the activities for the unvested RSAs for the nine months ended February 28, 2026 (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	118	$	5.12
Vested	(121)	$	13.08
Forfeited	(21)	$	11.95
Unvested as of February 28, 2026	245	$	7.95
Expected to vest as of February 28, 2026	243	$	7.89

As of February 28, 2026, there was $1.7 million of total unrecognized compensation costs related to unvested RSAs. The cost is expected to be recognized over a weighted-average period of 1.68 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 nine months ended February 28, 2026 (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)	1,695	$	4.54	47	$	5.07	1,742	$	4.55
Vested	(439)	$	11.87	(43)	$	10.84	(482)	$	11.78
Forfeited	(57)	$	11.70	—	$	—	(57)	$	11.70
Unvested as of February 28, 2026	2,522	$	6.59	67	$	7.02	2,589	$	6.60
Expected to vest as of February 28, 2026	2,495	$	6.53	67	$	7.02	2,562	$	6.54

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

As of February 28, 2026, there was $9.5 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 1.75 years.

As of February 28, 2026, there was $0.5 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 1.91 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

Table of Contents

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 nine months ended February 28, 2026 (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)	24	$	—
Vested	(174)	$	11.12
Forfeited	(239)	$	15.91
Unvested as of February 28, 2026	309	$	10.91
Expected to vest as of February 28, 2026	305	$	10.88

(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 February 28, 2026, there was no unrecognized compensation costs related to unvested PSUs.

12. 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.

13. 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 costs, technology transformation costs, goodwill impairment, acquisition costs, gain on sale of assets, and restructuring

Table of Contents

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				Nine Months Ended
	February 28, 2026		February 22, 2025		February 28, 2026		February 22, 2025
Revenue:
On-Demand Talent	$	40,917	$	47,089	$	128,383	$	153,014
Consulting	36,911		52,597		123,165		168,265
Europe & Asia Pacific	18,066		18,576		58,052		56,260
Outsourced Services	9,516		9,367		28,862		28,284
All Other	2,520		1,809		7,429		6,168
Total consolidated revenue	$	107,930	$	129,438	$	345,891	$	411,991

Adjusted EBITDA:
On-Demand Talent	$	2,859	$	2,567	$	11,343	$	10,731
Consulting	1,682		5,914		11,179		23,390
Europe & Asia Pacific	785		841		3,096		2,549
Outsourced Services	1,434		1,493		5,483		4,434
All Other	(839)		(727)		(304)		(1,720)
Unallocated items (1)	(7,368)		(8,437)		(25,134)		(25,757)
Adjustments:
Stock-based compensation expense	(1,031)		(1,908)		(4,937)		(5,417)
Amortized ERP system costs (2)	(700)		(609)		(2,104)		(609)
Technology transformation costs (3)	—		(1,574)		—		(5,475)
Acquisition costs (4)	(320)		(492)		(1,218)		(2,296)
Goodwill impairment (5)	—		(42,039)		—		(125,376)
Gain on sale of assets (6)	—		—		—		3,420
Restructuring costs (7)	(4,377)		(2,905)		(7,271)		(3,157)
CEO transition costs (8)	—		—		(9,029)		—
Amortization expense	(746)		(1,407)		(3,083)		(4,461)
Depreciation expense	(328)		(464)		(1,015)		(1,466)
Interest income, net	178		106		348		469
Loss before income tax expense (benefit)	(8,771)		(49,641)		(22,646)		(130,741)
Income tax expense (benefit)	(696)		5,589		(1,887)		12,267
Net loss	$	(9,467)	$	(44,052)	$	(24,533)	$	(118,474)

(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.

Table of Contents

(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 and Disposals in the Notes to Consolidated Financial Statements for further discussion.

(5) Goodwill impairment charges recognized during the three and nine months ended February 22, 2025 were related to the On-Demand Talent, Consulting, 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 nine months ended February 28, 2026 include employee termination costs incurred in the reductions in force, impairment of right-of-use asset, and third-party consulting costs associated with the 2026 Transformation Initiative. Restructuring costs during the three and nine months ended February 22, 2025 represent costs incurred in connection with the 2025 Restructuring Plan.

(8) CEO transition costs represent 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 February 28, 2026
	On-Demand Talent		Consulting		Europe & Asia Pacific		Outsourced Services		All Other
Revenue	$	40,917	$	36,911	$	18,066	$	9,516	$	2,520
Cost of services	25,560		25,164		11,520		5,842		1,265
Gross Profit	15,357		11,747		6,546		3,674		1,255

Compensation, bonus and commissions (1)	10,788		7,162		4,209		1,786		415
Other segment expenses (2)	1,710		2,903		1,552		454		1,679
Adjusted EBITDA	$	2,859	$	1,682	$	785	$	1,434	$	(839)


	Three Months Ended February 22, 2025
	On-Demand Talent		Consulting		Europe & Asia Pacific		Outsourced Services		All Other
Revenue	$	47,089	$	52,597	$	18,576	$	9,367	$	1,809
Cost of services	30,480		34,465		12,071		5,721		1,306
Gross Profit	16,609		18,132		6,505		3,646		503

Compensation, bonus and commissions (1)	12,183		8,081		4,118		1,340		513
Other segment expenses (2)	1,859		4,137		1,546		813		717
Adjusted EBITDA	$	2,567	$	5,914	$	841	$	1,493	$	(727)

Table of Contents


	Nine Months Ended February 28, 2026
	On-Demand Talent		Consulting		Europe & Asia Pacific		Outsourced Services		All Other
Revenue	$	128,383	$	123,165	$	58,052	$	28,862	$	7,429
Cost of services	79,127		79,160		37,368		16,873		3,610
Gross Profit	49,256		44,005		20,684		11,989		3,819

Compensation, bonus and commissions (1)	32,957		23,248		12,893		5,168		1,270
Other segment expenses (2)	4,956		9,578		4,695		1,338		2,853
Adjusted EBITDA	$	11,343	$	11,179	$	3,096	$	5,483	$	(304)


	Nine Months Ended February 22, 2025
	On-Demand Talent		Consulting		Europe & Asia Pacific		Outsourced Services		All Other
Revenue	$	153,014	$	168,265	$	56,260	$	28,284	$	6,168
Cost of services	95,928		106,783		36,426		17,542		3,784
Gross Profit	57,086		61,482		19,834		10,742		2,384

Compensation, bonus and commissions (1)	39,649		25,457		12,404		4,361		1,552
Other segment expenses (2)	6,706		12,635		4,881		1,947		2,552
Adjusted EBITDA	$	10,731	$	23,390	$	2,549	$	4,434	$	(1,720)

(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.

Table of Contents

The table below represents the Company’s revenue by geographic location (in thousands):


	Three Months Ended				Nine Months Ended
	February 28, 2026		February 22, 2025		February 28, 2026		February 22, 2025
Revenues:
United States	$	86,391	$	106,149	$	275,632	$	338,814
International	$	21,539	23,289		70,259		73,177
Total	$	107,930	$	129,438	$	345,891	$	411,991

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


	Long-Lived Assets as of
	February 28, 2026		May 31, 2025
Long-lived assets:
United States	$	21,670	$	25,297
International	2,329		1,677
Total	$	23,999	$	26,974

14. Subsequent Events

Sale of Sitrick Business

On April 7, 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sitrick Group, LLC (“Sitrick”) and Sitrick, LLC (the “Buyer”), pursuant to which the Company has agreed to sell 100% of the membership interests of Sitrick to the Buyer. The Company initiated the sale in connection with its broader transformation initiative to simplify its business portfolio.

The Purchase Agreement provides for a cash purchase price equal to the agreed realizable value of Sitrick client receivables and is expected to be between $1.4 million and $2.3 million. The purchase price is subject to adjustments for the outstanding Sitrick client receivables as of the closing and the funding of certain Sitrick liabilities by the Company as of the closing. The Purchase Agreement also provides that the Company shall retain certain assets and liabilities of Sitrick, including all assets and liabilities related to certain office space lease agreements. The Company has also agreed to pay Michael Sitrick, Sitrick’s chief executive officer, a cash payment of $4,000,000, which is equivalent to the cash severance that would have been payable under the terms of the employment agreement with Sitrick, and in connection with the closing of the transaction, to accelerate the vesting of any equity awards granted by the Company to continuing employees of Sitrick that are unvested and outstanding immediately prior to the closing. The Purchase Agreement provides that the sale shall be completed within 45 days.

Departure of the Company's Chief Operating Officer

On March 3, 2026, the Company entered into a Separation and General Release Agreement with Bhadreskumar Patel, the Company’s Chief Operating Officer, (the “Separation Agreement”) that provides the last day of Mr. Patel’s employment by the Company will be May 15, 2026 (the “Separation Date”). The Separation Agreement provides that Mr. Patel will receive the following severance benefits, provided he executes and delivers a general release of claims in favor of the Company: (i) a lump sum cash payment of $1,650,000; (ii) a lump sum cash payment that approximates Mr. Patel’s cost to continue healthcare coverage under COBRA for eighteen months following the Separation Date; and (iii) accelerated vesting of all of Mr. Patel’s then-outstanding and unvested Company equity awards, including restricted stock

Table of Contents

units and performance-based restricted stock units (with performance-based restricted stock units vesting at the applicable “target” number of shares subject to the award), and the full term to exercise any outstanding Company stock options.

Table of Contents

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 nine months ended February 28, 2026 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 our transformation efforts and 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.

Table of Contents

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, 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 spanning across Enterprise Strategy & Operational Performance; Finance & Accounting; Digital, Technology & Data; and Governance, Risk & Compliance — connecting advisory to execution at global scale. 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.

The Company operates 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").

Fiscal 2026 Strategic Focus Areas

Building upon the foundation we established in fiscal 2025, we are executing upon the following enterprise growth drivers in fiscal 2026:

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

•Scale our high-value Consulting solutions and refocus On-Demand Talent offerings to address the evolving needs of our clients;

•Drive improvement in cost structure; and

•Further leverage value-based pricing 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 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 are focused on broadening client relationships by cross-selling across our diversified service offerings and introducing complementary solutions as client needs evolve. We believe this has enabled us to deepen our partnerships with CFOs and other C-suite business leaders, strengthen client retention, and increase wallet share while positioning the Company as a long-term, trusted partner for transformation and performance improvement.

Scale our high-value Consulting solutions and refocus On-Demand offerings 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 expertise with flexibility. We continue to build strong relationships with C-suite leaders, to support their organizations’ transformation journeys with specialized on-demand expertise, high-value consulting, and integrated outsourced delivery. Through the third quarter of fiscal 2026, we have substantially completed the integration of our consulting assets including Reference Point into one cohesive consulting business unit. In addition, we have made focused investments to bring more depth in the consulting leadership team and to further expand our service capabilities in Mergers and Acquisitions, Data Analytics and AI. Our core solutions 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 have also been 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.

Table of Contents

Drive 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, including simplification of business processes. In connection with this effort, we acted on certain workforce reductions affecting management and administrative roles in both the second and third quarters of this fiscal year, with an expected reduction ranging from $12.0 million to $14.0 million in our annual selling, general and administrative ("SG&A") expenses on a run rate basis. We expect these 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. Furthermore, we expect to continue to leverage our newly implemented technology to achieve further operating efficiencies.

Further leverage value-based pricing – Building on the progress we made in fiscal 2025, we are 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.

Fiscal 2026 Developments

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. See Note 1 – Organization in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding the severance benefits paid to Ms. Duchene.

On March 3, 2026, the Company entered into a Separation and General Release Agreement with Bhadreskumar Patel, the Company’s Chief Operating Officer, that provides the last day of Mr. Patel’s employment by the Company will be May 15, 2026. See Note 14 – Subsequent Events in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding the severance benefits that will be paid to Mr. Patel.

Company Transformation Initiative

In fiscal 2026, the Company began a transformation initiative to redesign and streamline its operating model to achieve a reduced cost structure, as well as integrate 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 (the "October RIF"). As disclosed in the Company's Form 8-K filed with the SEC on January 28, 2026, the Company began a second reduction in force under the Board approved 2026 Transformation Initiative in January 2026 (the "January RIF"). In addition to these reductions in force, the Company identified an opportunity for cost savings through exiting and subleasing certain office space. The Company recorded an impairment charge of $1.0 million in connection with the sublease.

Restructuring costs were $4.4 million and $7.3 million for the three and nine months ended February 28, 2026. We expect our transformation efforts to be substantially complete by the first quarter of fiscal 2027, though the scope, timing, and impact of such actions may evolve as the review progresses.

Market Trends and Uncertainties

The Company continues to operate in a macroeconomic environment characterized by moderate but uneven global growth. While demand for professional services remains resilient, clients are increasingly selective, prioritizing projects with near-term, measurable returns on investment, with some focus on AI, digital transformation, and cost optimization,

Table of Contents

which has resulted in some variability in demand across service offerings. Additionally, heightened geopolitical tensions (including the recent Iran conflict), 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 caused economic disruption and uncertainty, which may impact client spending, project timing and overall demand for the Company's services. These factors may continue to negatively 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 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.

•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, restructuring costs, CEO transition costs, and other items we believe 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 13 – Segment Information and Enterprise Reporting in the Notes to Consolidated Financial Statements included in 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.

Table of Contents

Same-Day Constant Currency Revenue

Same-day constant currency revenue assists us in evaluating revenue trends on a more comparable and consistent basis. Revenue performance is primarily driven by change in billable hours and average bill rates; same-day constant currency revenue is presented to provide additional context by eliminating the effects of foreign currency fluctuations and fiscal calendar differences. We believe this measure provides more clarity to our investors in evaluating our core operating performance.

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
	February 28, 2026								February 22, 2025
	(Unaudited)								(Unaudited)
	As reported (GAAP)		Currency impact		Business days impact		Same-day constant currency revenue		As reported (GAAP)
On-Demand Talent	$	40,917	$	(180)	$	(1,342)	$	39,395	$	47,089
Consulting	36,911		(241)		(1,164)		35,506		52,597
Europe & Asia Pacific	18,066		(761)		188		17,493		18,576
Outsourced Services	9,516		—		(312)		9,204		9,367
All Other	2,520		—		(83)		2,437		1,809
Total Consolidated	$	107,930	$	(1,182)	$	(2,713)	$	104,035	$	129,438


	Nine Months Ended
	February 28, 2026								February 22, 2025
	(Unaudited)								(Unaudited)
	As reported (GAAP)		Currency impact		Business days impact		Same-day constant currency revenue		As reported (GAAP)
On-Demand Talent	$	128,383	$	(229)	$	(1366)	$	126,788	$	153,014
Consulting	123,165		(314)		(1,264)		121,587		168,265
Europe & Asia Pacific	58,052		(1740)		109		56,421		56,260
Outsourced Services	28,862		—		(307)		28,555		28,284
All Other	7,429		—		(79)		7,350		6,168
Total Consolidated	$	345,891	$	(2,283)	$	(2,907)	$	340,701	$	411,991

Table of Contents

The Company's fiscal quarters generally consist of 13 weeks each, except in fiscal years that include a 53rd week, during which we have one 14 week quarter. Despite the consistent number of weeks, the number of business days may very between periods due to holidays. The table below sets forth the number of business days in each period by segment


	Three Months Ended		Nine Months Ended
Number of Business Days	February 28, 2026	February 22, 2025	February 28, 2026	February 22, 2025
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
On-Demand Talent (1)	61	59	188	186
Consulting (1)	61	59	188	186
Europe & Asia Pacific (2)	61	62	188	188
Outsourced Services (1)	61	59	188	186
All Other (1)	61	59	188	186

(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.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin assist us 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								Nine Months Ended
	February 28, 2026		% of Revenue (1)		February 22, 2025		% of Revenue (1)		February 28, 2026		% of Revenue (1)		February 22, 2025		% of Revenue (1)
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net loss	$	(9,467)	(8.8	%)	$	(44,052)	(34.0	%)	$	(24,533)	(7.1	%)	$	(118,474)	(28.8	%)
Adjustments:
Amortization expense	746		0.7	%	1,407		1.1	%	3,083		0.9	%	4,461		1.1	%
Depreciation expense	328		0.3	%	464		0.4	%	1,015		0.3	%	1,466		0.4	%
Interest income, net	(178)		(0.2	%)	(106)		(0.1	%)	(348)		(0.1	%)	(469)		(0.1	%)
Income tax expense (benefit)	696		0.6	%	(5,589)		(4.3	%)	1,887		0.5	%	(12,267)		(3.0	%)
EBITDA	(7,875)		(7.3	%)	(47,876)		(37.0	%)	(18,896)		(5.5	%)	(125,283)		(30.4	%)
Stock-based compensation expense	1,031		1.0	%	1,908		1.5	%	4,937		1.4	%	5,417		1.3	%
Amortized ERP system costs (2)	700		0.6	%	609		0.5	%	2,104		0.6	%	609		0.1	%
Technology transformation costs (3)	—		—	%	1,574		1.2	%	—		—	%	5,475		1.3	%
Acquisition costs (4)	320		0.3	%	492		0.4	%	1,218		0.4	%	2,296		0.6	%
Goodwill Impairment (5)	—		—	%	42,039		32.5	%	—		—	%	125,376		30.4	%
Gain on sale of assets (6)	—		—	%	—		—	%	—		—	%	(3,420)		(0.8	%)
Restructuring costs (7)	4,377		4.1	%	2,905		2.2	%	7,271		2.1	%	3,157		0.8	%
CEO transition costs (8)	$	—	—	%	$	—	—	%	9,029		2.6	%	$	—	—	%
Adjusted EBITDA	$	(1,447)	(1.3	%)	$	1,651	1.3	%	$	5,663	1.6	%	$	13,627	3.3	%

(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 SG&A expenses on the Consolidated Statements of Operations.

Table of Contents

(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 and Disposals 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)Goodwill impairment charges recognized during the three and nine months ended February 22, 2025 were related to the On-Demand Talent, Consulting and Europe & Asia Pacific 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 nine months ended February 28, 2026 include employee termination costs incurred in the reductions in force, impairment of right-of-use asset, and third-party consulting costs associated with the 2026 Transformation Initiative. Restructuring costs during the three and nine months ended February 22, 2025 represent costs incurred in connection with the cost reduction plan, including a reduction in force intended to reduce costs and streamline operations (the "2025 Restructuring Plan"), which was authorized in December 2024.

(8)CEO transition costs represent 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.

Table of Contents

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								Nine Months Ended
	February 28, 2026		% of Revenue (1)		February 22, 2025		% of Revenue (1)		February 28, 2026		% of Revenue (1)		February 22, 2025		% of Revenue (1)

	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenue	$	107,930	100.0	%	$	129,438	100.0	%	$	345,891	100.0	%	$	411,991	100.0	%
Cost of services	69,351		64.3	%	84,064		64.9	%	216,138		62.5	%	260,544		63.2	%
Gross profit	38,579		35.7	%	45,374		35.1	%	129,753		37.5	%	151,447		36.8	%
Selling, general and administrative expenses	45,849		42.5	%	51,189		39.5	%	148,159		42.8	%	151,404		36.7	%
Goodwill impairment	—		—	%	42,039		32.5	%	—		—	%	125,376		30.4	%
Amortization expense	746		0.7	%	1,407		1.1	%	3,083		0.9	%	4,461		1.1	%
Depreciation expense	328		0.3	%	464		0.4	%	1,015		0.3	%	1,466		0.4	%
Loss from operations	(8,344)		(7.8	%)	(49,725)		(38.4	%)	(22,504)		(6.5	%)	(131,260)		(31.8	%)
Interest income, net	(178)		(0.1	%)	(106)		—	%	(348)		(0.1	%)	(469)		(0.1	%)
Other income	605		—	%	22		—	%	490		—	%	(50)		—	%
Loss before income tax expense (benefit)	(8,771)		(8.1	%)	(49,641)		(38.4	%)	(22,646)		(6.5	%)	(130,741)		(31.7	%)
Income tax expense (benefit)	696		0.6	%	(5,589)		(4.3	%)	1,887		0.6	%	(12,267)		(2.9	%)
Net loss	$	(9,467)	(8.8	%)	$	(44,052)	(34.0	%)	$	(24,533)	(7.1	%)	$	(118,474)	(28.8	%)

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

Consolidated Operating Results – Three and Nine Months Ended February 28, 2026 Compared to Three and Nine Months Ended February 22, 2025

Revenue

Three Months Ended

Revenue decreased $21.5 million, or 16.6%, to $107.9 million in the third quarter of fiscal 2026 from $129.4 million in the third quarter of fiscal 2025. On a same-day constant currency basis, revenue decreased by $25.4 million, or 19.6%. Billable hours decreased 16.3% year-over-year and the average bill rate for the third quarter of fiscal 2026 decreased 1.0% year over year, or 2.1% on a constant currency basis. The average bill rate reflects a continued shift in the geographic revenue mix towards regions with lower bill rates, whereas the average bill rate in the U.S. improved by 2.8% compared to the third quarter of fiscal 2025.

Nine Months Ended

Revenue decreased $66.1 million, or 16.0%, to $345.9 million for the nine months ended February 28, 2026 from $412.0 million for the nine months ended February 22, 2025. On a same-day constant currency basis, revenue for the nine months ended February 28, 2026 decreased by $71.3 million, or 17.3%, compared to the nine months ended February 22, 2025. Billable hours decreased by 16.4% reflecting a shift in demand away from traditional operational accounting skills and longer sales cycle for Consulting projects. The average bill rate remained flat compared to the nine months ended February 22, 2025.

Cost of Services

Three Months Ended

Cost of services decreased $14.7 million, or 17.5%, to $69.4 million for the third quarter of fiscal 2026 from $84.1 million in the third quarter of fiscal 2025. The decrease in cost of services was primarily attributable to a 16.3% decline in billable hours and a 1.2% decline in average pay rate.

Table of Contents

Cost of services as a percentage of revenue was 64.3% for the third quarter of fiscal 2026 compared to 64.9% for the third quarter of fiscal 2025. The decreased percentage compared to the prior year quarter was primarily due to lower pay bill ratio, improved consultant utilization and lower consultant benefit costs, including lower medical insurance and holiday pay.

The number of agile consultants on assignment during the third quarter of fiscal 2026 was 2,086 compared to 2,709 during the third quarter of fiscal 2025. The average number of salaried consultants during the third quarter of fiscal 2026 was 394 compared to 493 during the third quarter of fiscal 2025.

Nine Months Ended

Cost of services decreased $44.4 million, or 17.0%, to $216.1 million for the nine months ended February 28, 2026 from $260.5 million for the nine months ended February 22, 2025. The decrease in cost of services was primarily attributable to a 16.4% decline in billable hours and a decrease of 1.8% in the average pay rate in the nine months ended February 28, 2026 compared to the nine months ended February 22, 2025.

Cost of services as a percentage of revenue was 62.5% for the nine months ended February 28, 2026 compared to 63.2% for the nine months ended February 22, 2025. The decreased percentage was primarily driven by lower pay bill ratio, lower healthcare costs and holiday pay for the nine months ended February 28, 2026 compared to the nine months ended February 22, 2025.

Selling, General and Administrative Expenses

Three Months Ended

SG&A expenses were $45.8 million, or 42.5% of revenue, for the third quarter of fiscal 2026 compared to $51.2 million, or 39.5% of revenue, for the third quarter of fiscal 2025. The $5.3 million improvement in SG&A expenses year-over-year was primarily driven by a $1.9 million decrease in employee compensation and benefits costs following the reduction in force in fiscal 2025 and most recently in the October RIF and the January RIF, a $1.6 million decrease in technology transformation costs, primarily associated with the completion of the Company's North America technology implementation during fiscal 2025, a $0.9 million decrease in stock-based compensation, a $1.4 million decrease in consulting services and professional services fees, and a $1.6 million decrease related to other general and administrative costs due to our efforts to achieve an improved cost structure. These improvements were partially offset by a $1.5 million increase in restructuring costs primarily related to a non-cash impairment charge on a right-of-use asset in connection with the exit and sublease of certain office space, and a $1.0 million increase related to bad debt expense.

Nine Months Ended

SG&A expenses were $148.2 million, or 42.8% of revenue, for the nine months ended February 28, 2026 compared to $151.4 million, or 36.7% of revenue, for the nine months ended February 22, 2025. The $3.2 million improvement in SG&A expenses year-over-year was primarily attributed to a $7.1 million decrease in employee compensation and benefits costs following the reduction in force in fiscal 2025 and most recently in the October RIF and the January RIF, a $5.5 million decrease in technology transformation costs primarily associated with the completion of our North America technology implementation during fiscal 2025, a $1.8 million decrease in costs associated with the internal use of consultants that supported our business through the North American technology implementation, a $1.7 million decrease in reimbursable employee expenses, a $1.0 million decrease in acquisition costs, a $1.0 million decrease in occupancy expenses, a $0.9 million decrease in variable employee compensation as a result of financial performance, a $0.8 decrease in severance costs, and a $1.4 million decrease related to other general and administrative costs due to our efforts to achieve an improved cost structure. These improvements were partially offset by increases of $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 sale of the Irvine office building during fiscal 2025 with no comparable activity occurring during fiscal 2026, a $4.1 million increase in restructuring charges primarily related to the January RIF, and a $1.5 million increase in the amortization of costs associated with our technology transformation initiative.

Management and administrative headcount was 614 at the end of the third quarter of fiscal 2026 and 680 at the end of the third quarter of fiscal 2025.

Table of Contents

Goodwill Impairment

Three and Nine Months Ended

No goodwill impairment was recorded during the first, second or third quarters of fiscal 2026. In the third quarter of fiscal 2025, due to the slow recovery in business performance within the Company’s On-Demand Talent and Consulting segments, the Company conducted a goodwill impairment analysis and recorded a non-cash impairment charge of $42.0 million, which included $12.4 million for the On-Demand Talent segment and $29.6 million for the Consulting segment. Additionally, 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. 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 February 28, 2026. We will continue to monitor and assess the impact of OBBBA on our consolidated financial statements.

Three Months Ended

Income tax expense was $0.7 million for the third quarter of fiscal 2026, reflecting an effective tax rate of 7.9%, compared to an income tax benefit of $5.6 million, or an effective tax rate of 11.3%, for the third quarter of fiscal 2025. The income tax expense in the quarter ended February 28, 2026 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 February 22, 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 and the establishment of a valuation allowance on the Company’s UK entity.

Nine Months Ended

Income tax expense was $1.9 million for the nine months ended February 28, 2026, reflecting an effective tax rate of 8.3%, compared to an income tax benefit of $12.3 million, or an effective tax rate of 9.4%, for the nine months ended February 22, 2025. The income tax expense in the nine months ended February 28, 2026 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 nine months ended February 22, 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 and the establishment of a valuation allowance on the Company’s UK entity.

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,

Table of Contents

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 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.

Table of Contents

The following table presents our operating results by segment for the three and nine months ended February 28, 2026 and February 22, 2025, 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				Nine Months Ended
	February 28, 2026		February 22, 2025		February 28, 2026		February 22, 2025
Adjusted EBITDA:	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
On-Demand Talent	$	2,859	$	2,567	$	11,343	$	10,731
Consulting	1,682		5,914		11,179		23,390
Europe & Asia Pacific	785		841		3,096		2,549
Outsourced Services	1,434		1,493		5,483		4,434
All Other	(839)		(727)		(304)		(1,720)
Unallocated items (1)	(7,368)		(8,437)		(25,134)		(25,757)

Adjustments:
Stock-based compensation expense	(1,031)		(1,908)		(4,937)		(5,417)
Amortized ERP system costs (2)	(700)		(609)		(2,104)		(609)
Technology transformation costs (3)	—		(1,574)		—		(5,475)
Acquisition costs (4)	(320)		(492)		(1,218)		(2,296)
Goodwill impairment (5)	—		(42,039)		—		(125,376)
Gain on sale of assets (6)	—		—		—		3,420
Restructuring cost (7)	(4,377)		(2,905)		(7,271)		(3,157)
CEO transition costs (8)	—		—		(9,029)		—
Amortization expense	(746)		(1,407)		(3,083)		(4,461)
Depreciation expense	(328)		(464)		(1,015)		(1,466)
Interest income, net	178		106		348		469
Loss before income tax expense (benefit)	(8,771)		(49,641)		(22,646)		(130,741)
Income tax expense (benefit)	(696)		5,589		(1,887)		12,267
Net loss	$	(9,467)	$	(44,052)	$	(24,533)	$	(118,474)

Table of Contents

(5) Goodwill impairment charges recognized during the three and nine months ended February 22, 2025 were related to the On-Demand Talent, Consulting and Europe & Asia Pacific 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.

(8) CEO transition costs represent 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 the nine months ended February 28, 2026.

Revenue by Segment

On-Demand Talent – Revenue in the On-Demand Talent segment declined by $6.2 million or 13.1% (16.3% on a constant currency basis), to $40.9 million in the third quarter of fiscal 2026 compared to $47.1 million in the third quarter of fiscal 2025 due primarily to a decrease in billable hours of 17.1%, partially offset by an increase in the average bill rate of 4.5% (or 4.0% on a constant currency basis).

For the nine months ended February 28, 2026, On-Demand Talent segment revenue decreased by $24.6 million or 16.1% (17.1% on a constant currency basis), to $128.4 million compared to $153.0 million for the nine months ended February 22, 2025, primarily as a result of a 18.2% decrease in billable hours partially offset by a 2.4% (or 2.2% on a constant currency basis) increase in average bill rate.

The Company continued to experience reduced demand in traditional finance roles as clients increasingly adopt AI and automation. The Company remains focused on evolving the on-demand talent base and skillset to align with changing market demand. The improvement in average bill rate was the result of the Company’s continued focus on pricing discipline.

Consulting – Revenue in the Consulting segment declined by $15.7 million or 29.8% (32.5% on a constant currency basis), to $36.9 million in the third quarter of fiscal 2026 compared to $52.6 million in the third quarter of fiscal 2025 due to a 31.5% decrease in billable hours, partially offset by a 2.3% (or 1.6% on a constant currency basis) increase in the average bill rate.

For the nine months ended February 28, 2026, Consulting segment revenue decreased by $45.1 million or 26.8% (27.7% on a constant currency basis), to $123.2 million compared to $168.3 million for the nine months ended February 22, 2025. The decline was primarily due to a 31.2% decrease in billable hours, partially offset by a 6.7% (or 6.4% on a constant currency basis) increase in the average bill rate.

The decline in billable hours for the three and nine months ended February 28, 2026 compared to the prior year periods reflected longer sales cycles for consulting projects, while average bill rates continue to increase due to pricing discipline and higher value consulting projects.

Europe & Asia Pacific – Revenue in the Europe & Asia Pacific segment decreased by $0.5 million or 2.7% (5.8% on a constant currency basis), to $18.1 million in the third quarter of fiscal 2026 compared to $18.6 million in the third quarter of fiscal 2025. The decrease was primarily due to a 3.6% decrease in billable hours as a result of delayed project starts, and a 3.9% decrease in the average bill rate on a constant currency basis due to a mix shift to lower cost markets in the Asia Pacific region.

Table of Contents

For the nine months ended February 28, 2026, Europe & Asia Pacific segment revenue increased by $1.8 million or 3.2% (0.3% on a constant currency basis), to $58.1 million compared to $56.3 million for the nine months ended February 22, 2025. The increase was primarily due to a 4.4% (or 1.3% on a constant currency basis) increase in the average bill rate due to geographical revenue shift toward Europe, which tends to have a higher bill rate as compared to Asia Pacific.

Outsourced Services – Revenue in the Outsourced Services segment increased by $0.1 million or 1.6% to $9.5 million in the third quarter of fiscal 2026 compared to $9.4 million in the third quarter of fiscal 2025. Billable hours increased 2.3% and the average bill rate declined 1.3%.

For the nine months ended February 28, 2026, Outsourced Services segment revenue increased by $0.6 million or 2.0%, to $28.9 million compared to $28.3 million for the nine months ended February 22, 2025, primarily as a result of a 1.9% increase in billable hours partially offset by a 2.8% (also 2.8% on a constant currency basis) decrease in average bill rate.

All Other – Revenue in the All Other segment increased by $0.7 million or 39.3% (34.7% on a same-day constant currency basis), to $2.5 million in the third quarter of fiscal 2026 compared to $1.8 million in the third quarter of fiscal 2025. The increase was primarily due to an increase in billable hours of 51.1% partially offset by a 9.9% decrease in average bill rate.

For the nine months ended February 28, 2026, All Other segment revenue increased by $1.3 million or 20.4% (19.2% on a same-day constant currency basis), to $7.4 million compared to $6.2 million for the nine months ended February 22, 2025. The increase was primarily due to an increase in billable hours of 21.2% partially offset by a 1.5% (also 1.5% on a constant currency basis) decrease in average bill rate.

Adjusted EBITDA by Segment

On-Demand Talent – The On-Demand Talent segment’s Adjusted EBITDA increased by $0.3 million or 11.4%, to $2.9 million for the third quarter of fiscal 2026, compared to $2.6 million for the third quarter of fiscal 2025. The increase is attributed to a reduction in segment expenses of $1.6 million primarily as a result of our reduction in force in fiscal 2025 and fiscal 2026, partially offset by a decrease in gross profit of $1.3 million.

For the nine months ended February 28, 2026, the On-Demand Talent segment’s Adjusted EBITDA increased by $0.6 million or 5.7%, to $11.3 million, compared to $10.7 million for the nine months ended February 22, 2025. The increase is attributed to a reduction in segment expenses of $8.4 million, partially offset by a decrease in gross profit of $7.8 million. The improvement in SG&A expenses was primarily due to lower employee compensation expense, following our reductions in force in fiscal 2025 and most recently in connection with the January RIF and the October RIF and lower variable compensation as a result of decreased financial performance.

Consulting – The Consulting segment’s Adjusted EBITDA decreased by $4.2 million or 71.6%, to $1.7 million for the third quarter of fiscal 2026, compared to $5.9 million for the third quarter of fiscal 2025. The decrease is primarily attributed to a decrease in gross profit of $6.4 million, which was partially offset by a reduction in segment expenses of $2.2 million primarily related to variable employee compensation as a result of financial performance.

For the nine months ended February 28, 2026, the Consulting segment’s Adjusted EBITDA decreased by $12.2 million or 52.2%, to $11.2 million, compared to $23.4 million for the nine months ended February 22, 2025. Compared to the prior year period, gross profit declined by $17.5 million, which was partially offset by a $5.3 million improvement in SG&A expenses for the nine months ended February 28, 2026 as compared to the nine months ended February 22, 2025. This improvement in SG&A expenses was primarily due to lower employee compensation expense following our reduction in force in fiscal 2025 and most recently in connection with the January RIF and the October RIF and lower variable compensation as a result of decreased financial performance.

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

Table of Contents

For the nine months ended February 28, 2026, the Europe & Asia Pacific segment’s Adjusted EBITDA improved by $0.5 million or 21.5%, to $3.1 million, compared to $2.5 million for the nine months ended February 22, 2025. Compared to the prior year period, gross profit increased $0.8 million, offset by a $0.3 million increase in SG&A expenses for the nine months ended February 28, 2026 as compared to the nine months ended February 22, 2025 primarily due to increases in employee compensation expense.

Outsourced Services – The Outsourced Services segment’s Adjusted EBITDA decreased by $0.1 million, or 4.0% to $1.4 million in the third quarter of fiscal 2026 compared to $1.5 million for the third quarter of fiscal 2025.

For the nine months ended February 28, 2026, the Outsourced services segment's Adjusted EBITDA increased by $1.0 million or 23.7%, to $5.5 million compared to $4.4 million for the nine months ended February 22, 2025 due primarily to a $1.2 million increase in gross profit, partially offset by a $0.2 million increase in segment expenses.

All Other – The All Other segment's Adjusted EBITDA decreased by $0.1 million or 15.4% to $(0.8) million for the third quarter of fiscal 2026 compared to $(0.7) million for the third quarter of fiscal 2025. The decrease is attributed to a $1.2 million increase in bad debt expense, which was offset by other improvements in SG&A expenses and an increase in gross profit of $0.8 million.

For the nine months ended February 28, 2026, the All Other segment's Adjusted EBITDA increased by $1.4 million or 82.3%, to $(0.3) million compared to $(1.7) million for the nine months ended February 22, 2025 due to a $1.4 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 purchases under the Company's 2019 Employee Stock Purchase Plan, as amended (the "ESPP"). While during the three months ended February 28, 2026, we did not generate positive cash flow from operations, we 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 February 28, 2026, we had $82.8 million of cash and cash equivalents, including $37.3 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.

On January 30, 2026, the Company, Resources Connection LLC, as borrowers, and all of the Company’s domestic subsidiaries, as guarantors, entered into a first amendment to the 2025 Credit Facility (the "First Amended Credit Facility"). The purpose of the First Amended Credit Facility was to amend certain covenants related to the Company's definition of Consolidated EBITDA, as such term is defined in the credit agreement. Except as expressly modified and amended in the

Table of Contents

First Amended Credit Facility, all terms, provisions, and conditions of the 2025 Credit Facility remain unchanged and in full force and effect.

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 Item I 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 February 28, 2026, the Company had no debt outstanding under the Beijing Revolver.

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 February 28, 2026, we have non-cancellable purchase obligations totaling $11.0 million, which primarily consist of payments pursuant to the licensing arrangements that we have entered into: $1.5 million due during the remainder of fiscal 2026; $3.6 million due during fiscal 2027; $4.6 million due during fiscal 2028; and $1.2 million due thereafter. The $3.0 million increase in non-cancellable purchase obligations from the first quarter of 2026 is related to the renewal of a three-year licensing arrangement. We lease office space under non-cancelable operating leases with various expiration dates. See Note 6 - Leases in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for our future minimum 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 March 20, 2026, we paid a dividend of $0.07 per share of our common stock to stockholders of record at the close of business on February 20, 2026. 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, demand for professional services has become increasingly selective, which has resulted in variability in demand across service offering and uncertain macroeconomic conditions, including heightened geopolitical tensions, 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, 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 dispositions 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.

Table of Contents

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 first nine months of fiscal 2026 used cash of $0.7 million compared to $2.1 million of cash provided in the first nine months of fiscal 2025. The cash used in operations for the nine months ended February 28, 2026 was primarily driven by a net loss of $24.5 million, offset by non-cash adjustments of $18.4 million (resulting primarily from $8.0 million adjustment in non-cash stock-based compensation). In addition, the changes in operating assets and liabilities amounted to a net cash inflow of $5.4 million, primarily driven by an $18.7 million decrease in trade accounts receivable and a $4.9 million increase in other liabilities, partially offset by a $16.5 million decrease in accrued salaries and related obligations due mainly to the payout of the annual incentive compensation and payments made in connection with our restructuring activities and a $2.4 million decrease in accounts payable and other accrued expenses.

The cash provided by operations for the nine months ended February 22, 2025 was primarily driven by a net loss of $118.5 million, offset by non-cash adjustments of $125.4 million (primarily due to the non-cash goodwill impairment). In addition, the changes in operating assets and liabilities amounted to a net cash outflow of $4.8 million, driven by a $5.8 million increase in prepaid expenses and other current assets, a $2.0 million decrease in accounts payable and other accrued expenses, a $1.6 million increase in prepaid income taxes, and a $1.3 million increase in other assets largely related to the investments in our technology implementation, partially offset by a $7.4 million decrease in trade accounts receivable, a $2.8 million decrease in other liabilities, and a $1.2 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 $0.5 million for the first nine months of fiscal 2026 compared to $13.1 million for the first nine months of fiscal 2025. Net cash used in investing activities for the first nine months of fiscal 2026 was primarily related to $0.5 million of cash used for leasehold improvements and to acquire computer equipment. Net cash used in investing activities for the nine months ended February 22, 2025 was primarily related to $23.0 million of net cash used towards the acquisition of Reference Point and $2.4 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.

Financing Activities

Net cash used in financing activities was $5.1 million for the first nine months of fiscal 2026 compared to $23.1 million for the first nine months of fiscal 2025. Net cash used in financing activities during the first nine months of fiscal 2026 consisted of cash dividend payments of $7.0 million, which were partially offset by $2.2 million in proceeds received from ESPP share purchases. Net cash used in financing activities during the nine months ended February 22, 2025 consisted of $13.0 million to purchase 1,382,820 shares of common stock on the open market and cash dividend payments of $14.0 million; these uses were partially offset by $3.9 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 February 28, 2026, we had approximately $82.8 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 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 February 28, 2026, we had no borrowing outstanding and $0.7 million of outstanding letters of credit issued under our 2025 Credit Facility.

Table of Contents

Foreign Currency Exchange Rate Risk. For the nine months ended February 28, 2026, approximately 20.3% of our revenues were generated outside of the U.S. compared to approximately 18.3% of our revenues for the nine months ended February 22, 2025. 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 54.9% of our cash and cash equivalents balances as of February 28, 2026 were denominated in U.S. dollars. The remaining amount of approximately 45.1% 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.

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 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.

Table of Contents

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 February 28, 2026. 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 February 28, 2026.

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 February 28, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II—OTHER INFORMATION

ITEM 1A. RISK FACTORS.

There have been no material changes in our risk factors from those disclosed in 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.

Table of Contents

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
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).
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).
10.1+			Retention Agreement between the Company and Jennifer Ryu, dated as of February 6, 2026 (incorporated by reference to Exhi bit 10.1 to the Registrant's Cur rent Report on Form 8 -K filed on F ebr uary 9, 2026).
10.2+			Separation and General Release Agreement between the Company and Bhadreskumar Patel, dated as of March 3, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant 's Curren t Report on Form 8-K fi led on Ma rch 4, 202 6).
10.3*			First Amended Credit Facility, dated January 30, 2026, by and among the Company, Resources Connection LLC, as borrowers, and all of the Company’s domestic subsidiaries, as guarantors.
31.1*			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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 February 29, 2026, 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.

+ Indicates a management contract or compensatory plan or arrangement.

Table of Contents

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: April 8, 2026			/s/ ROGER CARLILE

			Roger Carlile
			President and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)

Date: April 8, 2026			/s/ JENNIFER RYU

			Jennifer Ryu
			Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

RESOURCES CONNECTION, INC. 10-Q