# Resources Connection, Inc.: Form 10-Q for the period ended Feb 28, 2026

- Company: [Resources Connection, Inc.](/companies/rgp.md) (CIK 1084765)
- Form: 10-Q
- Filed: 2026-04-09
- Accepted by EDGAR: Apr 8, 2026, 19:48 ET
- Period: 2026-02-28
- Accession: 0001084765-26-000031
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1084765/000108476526000031/rgp-20260228.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1084765/000108476526000031/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-02-28.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-11-30 to 2026-02-28 | $107.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-06-01 to 2026-02-28 | $345.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-11-30 to 2026-02-28 | $69.4m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-06-01 to 2026-02-28 | $216.1m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-11-30 to 2026-02-28 | $38.6m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-06-01 to 2026-02-28 | $129.8m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-11-30 to 2026-02-28 | $45.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-06-01 to 2026-02-28 | $148.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-11-30 to 2026-02-28 | −$8.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-06-01 to 2026-02-28 | −$22.5m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-11-30 to 2026-02-28 | $696.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-06-01 to 2026-02-28 | $1.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-11-30 to 2026-02-28 | −$9.5m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-06-01 to 2026-02-28 | −$24.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-11-30 to 2026-02-28 | −$0.28 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-06-01 to 2026-02-28 | −$0.74 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-11-30 to 2026-02-28 | −$0.28 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-06-01 to 2026-02-28 | −$0.74 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-11-30 to 2026-02-28 | 33,698,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-06-01 to 2026-02-28 | 33,347,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-06-01 to 2026-02-28 | −$666.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-06-01 to 2026-02-28 | $543.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2025-06-01 to 2026-02-28 | $7.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 9 months, 2025-06-01 to 2026-02-28 | $0 | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-02-28 | $82.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-02-28 | $181.1m | us-gaap:AssetsCurrent |
| Total assets | at 2026-02-28 | $274.1m | us-gaap:Assets |
| Current liabilities | at 2026-02-28 | $66.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-02-28 | $87.4m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-02-28 | $186.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 70,555 characters.

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.

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.

***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, 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.

### 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

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended February 28, 2026 As reported (GAAP) | Currency impact | Business days impact | Same-day constant currency revenue | February 22, 2025 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 |

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended February 28, 2026 As reported (GAAP) | Currency impact | Business days impact | Same-day constant currency revenue | February 22, 2025 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 |

34

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

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

| Number of Business Days | Three Months Ended February 28, 2026 | February 22, 2025 | Nine Months Ended February 28, 2026 | February 22, 2025 |
| --- | ---: | ---: | ---: | ---: |
| 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).

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended February 28, 2026 | % of Revenue (1) | February 22, 2025 | % of Revenue (1) | Nine Months Ended February 28, 2026 | % of Revenue (1) | February 22, 2025 | % of Revenue (1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| 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.*

*(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.

### 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).

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended February 28, 2026 | % of Revenue (1) | February 22, 2025 | % of Revenue (1) | Nine Months Ended February 28, 2026 | % of Revenue (1) | February 22, 2025 | % of Revenue (1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| 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.

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.

### 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, 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.

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."

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

| Adjusted EBITDA: | Three Months Ended February 28, 2026 | February 22, 2025 | Nine Months Ended February 28, 2026 | February 22, 2025 |
| --- | ---: | ---: | ---: | ---: |
| 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) |

*(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 SG&A on the Consolidated Statement of Operations.*

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

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

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.

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.

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.

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

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.

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.

## Market risk

As filed, 3,699 characters.

***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.

***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.

## Controls and procedures

As filed, 1,068 characters.

### 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.

## Risk factors

As filed, 311 characters.

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.

Filed Apr 9, 2026.
Source: SEC EDGAR, the filing index for accession 0001084765-26-000031. Last ingested by Listed: Nov 4, 2026, 20:01 ET. No prices; not investment advice.