Financial Analysis

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 Companys financial position, cash flows or results of operations. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Long-Term Debt On July 2, 2025, the Company, Resources Connection LLC, as borrowers, and all of the Companys 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 provided 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 included a $10.0 million sublimit for the issuance of standby letters of credit. The 2025 Credit Facility also included an option to increase the amount of the revolving loan up to an additional $15.0 million. The 2025 Credit Facility was scheduled to mature on November 30, 2029. The obligations under the 2025 Credit Facility were secured by substantially all assets of the Company, Resources Connection LLC and all of the Companys 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 Companys 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 o …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation Plans General T he Companys stockholders approved the 2020 Plan on October 22, 2020, which replaced and succeeded in its entirety the 2014 Plan. On October 17, 2024, the Companys stockholders approved an amendment and restatement of the 2020 Plan, which increased the maximum number of shares of the Companys 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 Companys 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 fo …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

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 during fiscal year 2026 and as such, the Company performed its qualitative annual goodwill impairment analysis in the fourth quarter of fiscal 2026. There were no changes in the carrying amount of goodwill during fiscal year 2026 and all goodwill on the Company's Consolidated Balance Sheet is allocated to the Outsourced Services segment. During the year ended May 31, 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, the Company performed four interim quantitative goodwill impairment assessments for its reporting units, each of which is also a reporting segment. The Company used a combination of income-based and market-based approaches to determine the fair value of its reporting units with goodwill and recorded an aggregate non-cash impairment charge of $194.4 million for fiscal 2025 in connection with its assessments. During the year ended May 25, 2024, the Company performed an annual goodwill impairment on its reporting units and elected to perform a quantitative goodwill impairment analysis. As a res …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"Income Taxes The following table represents the current and deferred income tax expense (benefit) for federal, state and foreign income taxes attributable to operations (in thousands): For the Years Ended May 30, 2026 May 31, 2025 May 25, 2024 Current: Federal $ 4 $ 51 $ 3,245 State 248 (387) 1,422 Foreign 1,905 2,296 3,596 2,157 1,960 8,263 Deferred: Federal 186 (6,540) 935 State - (1,793) 273 Foreign 115 2,078 (676) 301 (6,255) 532 Income tax expense (benefit) $ 2,458 $ (4,295) $ 8,795 Income (loss) before income tax expense (benefit) is as follows (in thousands): For the Years Ended May 30, 2026 May 31, 2025 May 25, 2024 Domestic $ (36,843) $ (181,733) $ 23,084 Foreign (1,300) (14,342) 6,745 Income (loss) before income tax expense (benefit) $ (38,143) $ (196,075) $ 29,829 The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements To Income Tax Disclosures, (""ASU 2023-09"") on a prospective basis beginning with the year ended May 30, 2026. The following table presents the required disclosures pursuant to ASU 2023-09 and reconciles the provision for income taxes to the amount that would result from applying the statutory U.S. federal income tax rate for the year ended May 30, 2026 (in thousands, except for percentages): For the Year Ended May 30, 2026 Amount Percent U.S. Federal Statutory Tax Rate $ (8,010) 21.0 % Domestic state and local income taxes, net of federal benefit (1) 204 (0.5) % Foreign tax effects United Kingdom Changes in valuation allowances 566 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Company currently leases office space, vehicles and certain equipment under operating leases expiring through 2034. At May 30, 2026, the Company had no finance leases. The Company determines if an arrangement is a lease at the inception of the contract, which is the date on which the terms of the contract are agreed, and if the arrangement creates enforceable rights and obligations. Specifically, the Company considers whether it can control the underlying asset and have the right to obtain substantially all of the economic benefits or outputs from the assets. The Company evaluates its ROU assets for impairment consistent with its policy for evaluating long-lived assets for impairment. Operating lease expense is recognized on a straight-line basis over the lease term, and is recognized in selling, general and administrative expenses in the Companys Consolidated Statements of Operations. Lease cost components included within selling, general and administrative expenses in the Consolidated Statements of Operations were as follows (in thousands): For the Years Ended May 30, 2026 May 31, 2025 May 25, 2024 Operating lease cost $ 6,476 $ 7,096 $ 7,280 Short-term lease cost 360 297 192 Variable lease cost 1,121 1,367 1,586 Sublease income ( 1 ) (334) (702) (740) Total lease cost $ 7,623 $ 8,058 $ 8,318 (1) Sublease income represents rental income received by the Company as sublessor. In the fourth quarter of 2026, the Company entered into subleases with Sitrick for the off …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements 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 annu …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Benefit Plan The Company maintains the Resources Global Professionals 401(k) Savings Plan, a defined contribution plan (the 401(k) Plan) which generally covers all employees in the U.S. who have completed three months of service. Participants may contribute up to 75% of their annual salary, up to the maximum amount allowed by applicable law. Pursuant to the terms of the 401(k) Plan, the Company may make discretionary matching contributions. The Company, at its sole discretion, determines the matching contribution made at each pay period. For the years ended May 30, 2026, May 31, 2025 and May 25, 2024, the Company contributed $4.9 million, $3.1 million and $7.9 million, respectively, to the 401(k) Plan as Company matching contributions. …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

"Restructuring and Transformation Initiative In fiscal 2026, the Company engaged in 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 conducted a comprehensive review of its global operations. In connection with this effort, the Company executed workforce reductions in October 2025 (the ""October RIF"") and January 2026 (the ""January RIF"") affecting management and administrative roles, aimed at improving efficiency, reducing costs and streamlining operations. In addition to the reductions in force, the Company identified additional cost savings through exiting and subleasing a certain office space, resulting in an impairment charge of $0.9 million. 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): For the Years Ended May 30, …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Recognition The timing of revenue recognition, billings and cash collections affects the recognition of accounts receivable, contract assets and contract liabilities. Contract assets represent the Companys rights to consideration for completed performance under the contract (e.g., 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 $21.3 million and $30.7 million as of May 30, 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 and are presented in other current liabilities in the Consolidated Balance Sheets. Contract liabilities were $4.3 million as of both May 30, 2026 and May 31, 2025. Revenues recognized during the year ended May 30, 2026 that were included in deferred revenues as of May 31, 2025 were $3.2 million. Revenues recognized during the year ended May 31, 2025 that were included in deferred revenues as of May 25, 2024 were $1.9 million. Revenues recognized during the year ended May 25, 2024 that were included in deferred revenues as of May 27, 2023 were $2.5 million. …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Segment Information and Enterprise Reporting For fiscal 2026, the Company's operating segments were 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 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 TM 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. Each of these operating segments reports through separate segment managers to the Company's Chief Executive Officer, who is designated as the CODM for segment reporting purposes. The Company's reportable segments are comprised of On-Demand Talent, Consulting, Europe & Asia Pacific, and Outsourced Services. Sitrick did not individually meet the quantitative thresholds to qualify as a reportable segment. Therefore, …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Consolidated Financial Statements of the Company (financial statements) have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) and the rules of the Securities and Exchange Commission (SEC). The financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Reporting Segments The Company's reportable segments are comprised of On-Demand Talent, Consulting, Europe & Asia Pacific, and Outsourced Services. See Note 18 Segment Information and Enterprise Reporting for additional information on these segments. Each segment reports through separate segment managers to the Company's CEO, who is 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. The Company's previous reportable segments included Sitrick, a crisis communications and public relations firm, which did not individually meet the quantitative thresholds to qualify as a reportable segment (disclosed as ""All Other""). 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 ag …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Stockholders' Equity Summary of Rights and Key Provisions As of May 30, 2026, the authorized capital stock of the Company consists of 70,000 shares of common stock, par value $0.01 per share, and 5,000 shares of undesignated preferred stock, par value $0.01 per share. Common Stock The holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders. After payment of any dividends due and owing to the holders of preferred stock, holders of common stock are entitled to receive dividends declared by the Company's Board of Directors out of funds legally available for dividends. In the event of the Company's liquidation, dissolution or winding up, holders of common stock are entitled to share in all assets remaining after payment of liabilities and liquidation preferences of outstanding shares of preferred stock. Holders of common stock have no preemptive, conversion, subscription or other rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and nonassessable. Preferred Stock The Company's Board of Directors may, without further action by the Companys stockholders, to issue up to 5,000,000 shares of preferred stock. The Company's Board of Directors may issue preferred stock in one or more series and may determine the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On July 15, 2026, the Company entered into the 2026 Credit Facility. The 2026 Credit Facility provides for secured revolving loans, available in an amount up to the lesser of $30.0 million and a borrowing base formula tied to eligible receivables and eligible unbilled receivables and subject to established reserves, which includes a $5,000,000 sublimit for the issuance of standby letters of credit and a $15,000,000 sublimit for swing loans. The 2026 Credit Facility also includes an uncommitted option at any time prior to the third anniversary of the closing date to increase the amount of the revolving loans up to an additional $20.0 million; provided that the Company may not increase the 2026 Credit Facility more than two times during the term of the 2026 Credit Facility. The proceeds of the 2026 Credit Facility may be used to pay fees and expenses in connection with the transaction, provide for the Companys working capital needs and reimburse drawings under letters of credit, finance a portion of future capital expenditures, and finance permitted dividends and distributions. The 2026 Credit Facility is scheduled to mature July 15, 2031. The obligations under the 2026 Credit Facility are secured by substantially all assets of the Company and the Companys domestic subsidiaries. Borrowings under the 2026 Credit Facility will bear interest at a rate per annum of either, at the Companys election, (i) Term SOFR (as defined in the 2026 Credit Facility) plus a marg …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

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 Companys financial position, cash flows or results of operations. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Long-Term Debt On July 2, 2025, the Company, Resources Connection LLC, as borrowers, and all of the Companys 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 Companys 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 Companys 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 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys stockholders approved an amendment and restatement of the 2020 Plan, which increased the maximum number of shares of the Companys 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 Companys 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 …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

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 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 Companys 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 Us …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys 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 resu …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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

LesseeOperatingLeasesTextBlock

"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 per …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"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 …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys 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. …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

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 RGP TM 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 Companys 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 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"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 Companys management considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could materially differ from the estimates and assumptions used as new information is learned or upon the amounts becoming fixed or determinable. The fiscal 2025 year-end balance sheet data wa …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Stockholders Equity Stock Repurchase Program The Companys Board of Directors has previously approved two stock repurchase programs authorizing the repurchase, at the discretion of the Companys senior executives, of the Companys 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 Companys 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 a …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

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, Sitricks 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 Pu …

SubsequentEventsTextBlock · excerpt; the full note is in the filing