RESOURCES CONNECTION, INC.

Resources Connection, Inc. operates in the global professional services industry, providing project- and initiative-based services to organizations that are increasingly choosing flexible workforce solutions over permanent professional personnel positions. The industry is characterized by a permanent marketplace shift toward agile talent for project initiatives and transformation work, with companies using a mix of alternative resources to execute initiatives and projects. The market is highly competitive and fragmented, with relatively few barriers to entry, and competition is likely to increase due to workforce gaps caused by the tightening labor market and the changing market for project- or initiative-based services.

The company competes for clients and consultants with a variety of organizations including business operations and financial consulting firms, local and national accounting firms, independent contractors, traditional and internet-based staffing firms, and the in-house resources of clients. Principal competitors named in the filing include consulting firms, accounting firms, and staffing firms. The company competes based on the quality of professionals, knowledge base, ability to mobilize talent quickly, flexibility in engagement model, effectiveness of solutions, scope and price of services, and geographic reach. The company believes its attractive value proposition, consisting of diversified solution offerings, highly qualified consultants, relationship-oriented approach, delivery model, and professional culture, enables effective competition. The company has served 90% of the Fortune 100 as of May 2026 ¹.

The company generates revenue through three integrated offerings: On-Demand Talent, Consulting, and Outsourced Services, providing CFOs and other C-suite leaders with flexibility to solve business challenges. Revenue is primarily recognized over time based on hours worked by professionals, with the vast majority of contracts having a single performance obligation. On a limited basis, the company may have fixed-price contracts where revenue is recognized over time using the input method based on time incurred as a proportion of estimated total time. Certain clients may receive discounts such as volume discounts or rebates, which are considered variable consideration and are estimated using the most-likely-amount method. Rebates recognized as contra-revenue for the years ended May 30, 2026, May 31, 2025, and May 25, 2024 were $2.5 million ², $2.2 million ³, and $2.5 million ⁴, respectively.

The On-Demand Talent segment provides businesses with a go-to source for bringing in experts when they need them, serving predominantly the office of the CFO. For the year ended May 30, 2026, On-Demand Talent reported revenue of $168.796 million ⁵. The Consulting segment drives transformation across people, processes, and technology across domain areas including finance, technology and digital, risk and compliance, and operational performance. For the year ended May 30, 2026, Consulting reported revenue of $159.796 million ⁶. The Europe & Asia Pacific segment is a geographically defined segment that offers both on-demand and consulting services to clients throughout Europe and Asia Pacific. For the year ended May 30, 2026, Europe & Asia Pacific reported revenue of $75.139 million ⁷.

The Outsourced Services segment, operating under the Countsy by RGP brand, offers outsourced finance, accounting, and human resource services to startups, spinouts, and scale-up enterprises, utilizing a technology platform and fractional team. For the year ended May 30, 2026, Outsourced Services reported revenue of $39.206 million ⁸. The Sitrick segment, a crisis communications and public relations firm disclosed as All Other, reported revenue of $9.069 million ⁹ for the year ended May 30, 2026. The company divested Sitrick on May 2, 2026 ¹⁰, and as a result, the All Other segment was eliminated as of May 30, 2026.

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. As part of this initiative, the company completed two workforce reductions in October 2025 and January 2026 affecting management and administrative roles, aimed at improving efficiency, reducing costs, and streamlining operations. The company recorded an impairment charge of $1.0 million ¹¹ in connection with subleasing certain office space. Restructuring costs were $8.4 million ¹² and $5.1 million ¹³ for the years ended May 30, 2026 and May 31, 2025, respectively. On May 2, 2026 ¹⁴, the company completed the sale of 100% of the membership interests of Sitrick Group, LLC for a cash purchase price of $1.9 million ¹⁵, and agreed to pay Michael Sitrick a cash payment of $4.0 million ¹⁶. The company also acquired Reference Point LLC in July 2024, expanding tailored technology and data modernization offerings to financial services industry clients. In fiscal 2026, the company repurchased no shares under the Stock Repurchase Programs during the fourth quarter, and as of May 30, 2026, approximately $79.2 million ¹⁷ remained available for future repurchases.

For the fiscal year ended May 30, 2026, total consolidated revenue was $452.006 million ¹⁸, compared to $551.331 million ¹⁹ in fiscal 2025 and $637.689 million ²⁰ in fiscal 2024. Net loss was $40.601 million ²¹ for fiscal 2026, compared to a net loss of $191.780 million ²² in fiscal 2025 and net income of $21.034 million ²³ in fiscal 2024. The company reported a net loss margin of 9.0% ²⁴ for fiscal 2026, compared to a net loss margin of 34.8% ²⁵ in fiscal 2025 and a net income margin of 3.3% ²⁶ in fiscal 2024. Adjusted EBITDA was $5.046 million ²⁷ for fiscal 2026, compared to $23.457 million ²⁸ in fiscal 2025 and $51.483 million ²⁹ in fiscal 2024.

The company expects its transformation efforts to be substantially complete in the first half of fiscal 2027, though the scope, timing, and impact of such actions may evolve as the review progresses. The company expects the workforce reductions to improve annual selling, general and administrative expenses by $12.0 million to $14.0 million ³⁰.

The company continues to focus on expanding its technology, digital, and artificial intelligence consulting capabilities and their geographic reach to drive growth by capturing market demand and opportunities. The company seeks to embed AI into client solutions and its own operations to improve productivity, accelerate innovation, and deliver differentiated value. The company's acquisition of Reference Point in July 2024 expanded tailored technology and data modernization offerings to financial services industry clients. The company will continue to seek acquisition opportunities to augment and expand the breadth and depth of its digital and other core capabilities.

The company continues to focus on attracting new clients and growing presence within existing clients, with growth efforts focused on identifying strategic target accounts especially in the large and middle-market client segments and within certain focus industries such as healthcare, technology, and financial services. The company maintains its Strategic Client Account program to serve a number of its largest clients with dedicated global account teams, and has and will continue to expand the program by taking a more client-centric and borderless approach. The company believes this focus enhances the opportunity to develop in-depth knowledge of clients' needs and increase the scope and size of projects with those clients.

The company has prioritized reducing its cost structure and maintaining ongoing cost discipline to deliver improved profitability. In fiscal 2026, the company performed a comprehensive review of its operating model to redesign and streamline its cost structure, including simplification of business processes. The company completed two workforce reductions affecting management and administrative roles improving annual SG&A by $12.0 million to $14.0 million ³¹. The company continues to improve the functionalities and user adoption of its recently implemented technology to achieve further operating efficiencies.

The company continues to upgrade its cloud-based enterprise-wide operating and Enterprise Resource Planning system. The company has completed phase 1 of Project Phoenix and has launched system upgrades in North America, and continues to make further investments in the transformation of its technology systems. These investments require significant capital expenditures. The company also operates global delivery centers in India and the Philippines to meet client needs and expand reach for in-demand talent and skill sets.

The company's Board of Directors has established a quarterly dividend of $0.07 ³² per share of common stock, subject to quarterly Board approval. As of May 30, 2026, approximately $79.2 million ³³ remained available for future repurchases of the company's common stock under the Stock Repurchase Programs. The Stock Repurchase Programs have an aggregate authorization of $150 million ³⁴ from July 2015 and an additional $50 million ³⁵ from October 2024.

The company continues to operate in a macroeconomic environment characterized by moderate but uneven global growth, with clients increasingly selective and prioritizing projects with near-term, measurable returns on investment. 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 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 the company's financial results and operating cash flows.

The company faces risks related to an economic downturn or deterioration of general macroeconomic conditions, including slower growth or recession, inflation, or decreases in consumer spending power or confidence, which has had and could continue to have a significant impact on the company's business, financial condition, and results of operations. Recent inflationary conditions, the continued elevation of high interest rates, geopolitical conflicts, and increasing diplomatic and trade friction, including as a result of new and increased tariffs imposed by the U.S. against China, Mexico, Canada and other countries, have caused disruptions in the U.S. and global economy and uncertainty regarding general economic conditions within some regions and countries in which the company operates.

The company faces material risks from an economic downturn or deterioration of general macroeconomic conditions, including slower growth or recession, inflation, and tariff actions, which have caused disruptions in the U.S. and global economy and could reduce demand for the company's services. The company's goodwill impairment of $194.409 million ³⁶ in fiscal 2025 highlights the risk of further non-cash impairment charges if reporting unit fair values decline. The company identified a material weakness in internal control over financial reporting as of May 30, 2026, related to Information Technology General Controls for information systems and applications, which could adversely affect the accuracy and timing of financial reporting if not effectively remediated. The company's business depends on securing new projects from clients, and contracts typically allow clients to terminate at any time, creating revenue concentration risk. The company's digital expansion and technology transformation efforts, including Project Phoenix, require significant capital expenditures and may not be successful, which could adversely impact growth and profitability.

Management's message emphasizes the company's focus on executing upon enterprise growth drivers including expanding cross-sell opportunities through the diversified services platform, scaling high-value Consulting solutions and refocusing On-Demand Talent offerings to address evolving client needs, driving improvement in cost structure and simplifying and optimizing the business portfolio, and further leveraging value-based pricing to improve profitability. Management highlights the appointment of Roger Carlile as President and Chief Executive Officer effective November 3, 2025 ³⁷, with a term extending through November 3, 2028 ³⁸ and automatic annual renewal thereafter. Management also notes the completion of the sale of Sitrick on May 2, 2026 ³⁹ as part of the broader transformation initiative to simplify the business portfolio. The company expects its transformation efforts to be substantially complete in the first half of fiscal 2027, with expected annual SG&A improvements of $12.0 million to $14.0 million ⁴⁰ from workforce reductions.