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ROBERT HALF INC.

For the period ended Sep 30, 2026. Filed Oct 30, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 30, 2026

RHI$41.84-2.7%Stored close · as of Nov 6, 2026
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Item 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(in thousands, except share amounts)

September 30,2026December 31,2025
ASSETS
Cash and cash equivalents$321,291$464,435
Accounts receivable, net826,156748,457
Employee deferred compensation trust assets844,170773,938
Other current assets134,918132,192
Total current assets2,126,5352,119,022
Property and equipment, net127,063128,814
Right-of-use assets199,122203,050
Goodwill250,622251,469
Noncurrent deferred income taxes118,701134,317
Other noncurrent assets27,45919,604
Total assets$2,849,502$2,856,276
LIABILITIES
Accounts payable and accrued expenses$161,856$159,418
Accrued payroll and benefit costs380,203382,020
Employee deferred compensation plan obligations827,761771,630
Income taxes payable5,4431,644
Current operating lease liabilities64,53169,794
Total current liabilities1,439,7941,384,506
Noncurrent operating lease liabilities179,441175,744
Other noncurrent liabilities21,29720,169
Total liabilities1,640,5321,580,419
Commitments and Contingencies (Note K)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; authorized 5,000,000 shares; none issued——
Common stock, $0.001 par value; authorized 260,000,000 shares; issued and outstanding 102,350,326 shares and 101,140,684 shares102101
Additional paid-in capital1,243,6731,304,939
Accumulated other comprehensive loss(34,805)(29,183)
Retained earnings——
Total stockholders’ equity1,208,9701,275,857
Total liabilities and stockholders’ equity$2,849,502$2,856,276

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Service revenues$1,359,297$1,354,477$3,995,841$4,076,127
Costs of services827,202850,2462,509,8102,563,377
Gross margin532,095504,2311,486,0311,512,750
Selling, general and administrative expenses457,247490,6431,436,5711,458,740
Operating income74,84813,58849,46054,010
(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Note A)2,296(47,621)(90,355)(85,104)
Interest income, net(2,114)(2,510)(6,885)(8,321)
Income before income taxes74,66663,719146,700147,435
Provision for income taxes24,79620,80356,72246,201
Net income$49,870$42,916$89,978$101,234
Net income per share:
Basic$0.50$0.43$0.90$1.01
Diluted$0.49$0.43$0.90$1.01
Weighted average shares:
Basic99,96399,89799,844100,321
Diluted100,940100,041100,383100,529
Dividends declared per share$0.59$0.59$1.77$1.77

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
COMPREHENSIVE INCOME (LOSS):
Net income$49,870$42,916$89,978$101,234
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax352(2,589)(5,610)32,441
Foreign defined benefit plan adjustments, net of tax(4)43(12)124
Total other comprehensive income (loss)348(2,546)(5,622)32,565
Total comprehensive income (loss)$50,218$40,370$84,356$133,799

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Common Stock · Additional Paid-In Capital · Accumulated Other Comprehensive Loss · Retained Earnings · Total
Shares · Par Value
Balance at December 31, 2025101,141$101$1,304,939$(29,183)$—$1,275,857
Net income————13,79013,790
Other comprehensive income (loss)———(4,018)—(4,018)
Dividends declared ($0.59 per share)——(51,867)—(7,780)(59,647)
Net issuances of restricted stock1,4021(1)———
Stock-based compensation——11,259——11,259
Repurchases of common stock(249)———(6,010)(6,010)
Balance at March 31, 2026102,294$102$1,264,330$(33,201)$—$1,231,231
Net income————26,31826,318
Other comprehensive income (loss)———(1,952)—(1,952)
Dividends declared ($0.59 per share)——(34,158)—(26,188)(60,346)
Net issuances of restricted stock69—————
Stock-based compensation——12,538——12,538
Repurchases of common stock(1)———(130)(130)
Balance at June 30, 2026102,362$102$1,242,710$(35,153)$—$1,207,659
Net income————49,87049,870
Other comprehensive income (loss)———348—348
Dividends declared ($0.59 per share)——(10,529)—(49,837)(60,366)
Net issuances of restricted stock(11)—————
Stock-based compensation——11,492——11,492
Repurchases of common stock(1)———(33)(33)
Balance at September 30, 2026102,350$102$1,243,673$(34,805)$—$1,208,970

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Common Stock · Additional Paid-In Capital · Accumulated Other Comprehensive Loss · Retained Earnings · Total
Shares · Par Value
Balance at December 31, 2024102,199$102$1,418,150$(65,138)$24,889$1,378,003
Net income————17,35017,350
Other comprehensive income (loss)———11,472—11,472
Dividends declared ($0.59 per share)——(60,163)——(60,163)
Net issuances of restricted stock8231(1)———
Stock-based compensation——16,705——16,705
Repurchases of common stock(858)(1)(7,905)—(42,239)(50,145)
Balance at March 31, 2025102,164$102$1,366,786$(53,666)$—$1,313,222
Net income————40,96840,968
Other comprehensive income (loss)———23,639—23,639
Dividends declared ($0.59 per share)——(39,473)—(20,811)(60,284)
Net issuances of restricted stock36—————
Stock-based compensation——14,530——14,530
Repurchases of common stock(461)———(20,157)(20,157)
Balance at June 30, 2025101,739$102$1,341,843$(30,027)$—$1,311,918
Net income————42,91642,916
Other comprehensive income (loss)———(2,546)—(2,546)
Dividends declared ($0.59 per share)——(37,197)—(22,676)(59,873)
Net issuances of restricted stock(3)—————
Stock-based compensation——13,918——13,918
Repurchases of common stock(575)(1)——(20,240)(20,241)
Balance at September 30, 2025101,161$101$1,318,564$(32,573)$—$1,286,092

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Nine Months EndedSeptember 30,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$89,978$101,234
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses2,2623,800
Depreciation36,92137,893
Amortization of cloud computing implementation costs16,91723,234
Amortization of intangible assets6371,350
Realized and unrealized income from investments held in employee deferredcompensation trusts(78,937)(77,430)
Stock-based compensation35,28945,153
Deferred income taxes15,61526,604
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable(83,833)(43,910)
Capitalized cloud computing implementation costs(22,769)(20,835)
Accounts payable and accrued expenses2,370(23,014)
Accrued payroll and benefit costs(106)5,753
Employee deferred compensation plan obligations56,13172,901
Income taxes payable, net11,268(7,744)
Other assets and liabilities, net(19,207)(7,557)
Net cash flows provided by operating activities62,536137,432
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(24,094)(41,408)
Investments in employee deferred compensation trusts(49,106)(57,806)
Proceeds from employee deferred compensation trust redemptions57,81147,315
Payments for acquisitions, net of cash acquired—(10,722)
Net cash flows used in investing activities(15,389)(62,621)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock(6,770)(92,069)
Dividends paid(179,841)(179,549)
Net cash flows used in financing activities(186,611)(271,618)
Effect of exchange rate fluctuations(3,680)24,513
Change in cash and cash equivalents(143,144)(172,294)
Cash and cash equivalents at beginning of period464,435537,583
Cash and cash equivalents at end of period$321,291$365,289
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Non-cash items:
Fund exchanges within employee deferred compensation trusts$117,761$137,458

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A—Summary of Significant Accounting Policies

Nature of Operations. Robert Half Inc. (the “Company”) is a specialized talent solutions and business consulting firm, connecting highly skilled job seekers with rewarding opportunities at great companies. Robert Half® offers contract talent solutions and permanent placement talent solutions for finance and accounting, technology, marketing and creative, legal, and administrative and customer support, and provides executive search services. Robert Half is also the parent company of Protiviti®, a global consulting firm that delivers internal audit, risk, business, and technology consulting solutions. The Company operates in North America, South America, Europe, Asia and Australia. The Company is a Delaware corporation.

Basis of Presentation. The unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of the Company are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and the rules of the Securities and Exchange Commission (“SEC”). The comparative year-end Condensed Consolidated Statement of Financial Position data presented was derived from audited financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial position and results of operations for the periods presented have been included. These Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2025, included in its Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year.

Principles of Consolidation. The Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. As of September 30, 2026, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, income and other taxes, and assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions. Actual results and outcomes may differ from management’s estimates and assumptions.

Service Revenues. The Company derives its revenues from three segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. See Note C—“Revenue Recognition” for further discussion of the revenue recognition accounting policy.

Costs of Services. Direct costs of contract talent solutions consist of payroll, payroll taxes, and benefit costs for the Company’s engagement professionals, as well as reimbursable expenses. Direct costs of permanent placement talent solutions consist of reimbursable expenses. Protiviti direct costs of services include professional staff payroll, payroll taxes and benefit costs, as well as reimbursable expenses.

Advertising Costs. The Company expenses all advertising costs as incurred. Advertising costs were $10.2 million and $29.9 million for the three and nine months ended September 30, 2026, respectively, and $11.3 million and $35.1 million for the three and nine months ended September 30, 2025, respectively.

(Income) Loss from Investments Held in Employee Deferred Compensation Trusts. Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions. As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation plan obligations change and adjustments are recorded in selling, general and administrative expenses or, in the case of Protiviti, costs of services. The value of the related investment trust assets also changes by an equal and offsetting amount, leaving no net cost to the Company, and therefore no effect on reported net income. The Company’s (income) loss from investments held in employee deferred compensation trusts consists of unrealized and realized gains and losses, and dividend income from trust investments, and is presented separately on the Condensed Consolidated Statements of Operations.

The following table presents the Company’s (income) loss from investments held in employee deferred compensation trusts (in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Dividend income$(5,896)$(2,679)$(11,418)$(7,674)
Realized and unrealized (gains) losses8,192(44,942)(78,937)(77,430)
(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expense)$2,296$(47,621)$(90,355)$(85,104)

The following table presents the Company’s increase (decrease) in employee deferred compensation costs and expense related to changes in the fair value of trust assets for its nonqualified employee deferred compensation plans (in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Increase (decrease) in employee deferred compensation costs and expense related to changes in the fair value of trust assets$(2,296)$47,621$90,355$85,104

Comprehensive Income (Loss). Comprehensive income (loss) includes net income and certain other items that are recorded directly to stockholders’ equity. The Company’s only sources of other comprehensive income (loss) are foreign currency translation and foreign defined benefit plan adjustments.

Fair Value of Financial Instruments. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market to measure fair value, summarized as follows:

Level 1: observable inputs for identical assets or liabilities, such as quoted prices in active markets

Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3: unobservable inputs in which there is little or no market data, which requires management’s best estimates and assumptions that market participants would use in pricing the asset or liability

The carrying value of cash and cash equivalents, net accounts receivable, and accounts payable and accrued expenses approximates fair value because of their short-term nature. The Company holds mutual funds and money market funds to satisfy its obligations under its employee deferred compensation plans which are carried at fair value based on quoted market prices in active markets for identical assets (Level 1).

The following table summarizes the Company’s financial instruments by significant category and fair value measurement on a recurring basis (in thousands):

Fair Value Measurements Using
Balance at September 30, 2026Quoted Pricesin Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash equivalents
Money market funds$155,927$155,927——
Employee deferred compensation trust assets
Money market funds$128,923$128,923——
Mutual funds - bonds52,24452,244——
Mutual funds - stocks514,240514,240——
Mutual funds - blend148,763148,763——
Total employee deferred compensation trust assets$844,170$844,170——
Fair Value Measurements Using
Balance at December 31, 2025Quoted Pricesin Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash equivalents
Money market funds$276,809$276,809——
Employee deferred compensation trust assets
Money market funds$141,760$141,760——
Mutual funds - bonds44,49644,496——
Mutual funds - stocks453,065453,065——
Mutual funds - blend134,617134,617——
Total employee deferred compensation trust assets$773,938$773,938——

Certain items, such as goodwill and other intangible assets, are recognized or disclosed at fair value on a non-recurring basis. The Company determines the fair value of these items using Level 3 inputs. There are inherent limitations when estimating the fair value of financial instruments, and the fair values reported are not necessarily indicative of the amounts that would be realized in current market transactions.

Allowance for Credit Losses. The Company is exposed to credit losses resulting from the inability of its customers to make required payments. The Company establishes an allowance for these potential credit losses based on its review of customers’ credit profiles, historical loss statistics, prepayments, recoveries, age of customer receivable balances and current business conditions. The Company considers risk characteristics of trade receivables based on asset type and geographical locations to evaluate trade receivables on a collective basis. The Company applies credit loss estimates to these pooled receivables to determine expected credit losses.

The following table sets forth the activity in the allowance for credit losses from December 31, 2025, through September 30, 2026 (in thousands):

Allowance for Credit Losses
Balance as of December 31, 2025$19,415
Charges to expense2,262
Deductions(3,764)
Other, including foreign currency translation adjustments(275)
Balance as of September 30, 2026$17,638

Note B—New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Financial Instruments Credit Losses Disclosures. In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments, Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. All entities with this practical expedient are to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. This guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted the new guidance as of January 1, 2026, and elected the practical expedient for the calculation of current expected credit losses. The impact of this adoption was not material to the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Statement Disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the notes to the financial statements. This guidance is effective for public filers for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Internal-Use Software Disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles, Goodwill and Other, Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU remove all references to software development project stages so that the guidance is neutral to different software development methods. Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Note C—Revenue Recognition

The Company derives its revenues from three segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Service revenues, as presented on the Condensed Consolidated Statements of Operations, represent services rendered to customers less variable consideration, such as sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in service revenues, and equivalent amounts of reimbursable expenses are included in costs of services.

Contract talent solutions revenues. Contract talent solutions revenues from contracts with customers are recognized in the amount to which the Company has a right to invoice when the services are rendered by the Company’s engagement professionals. The substantial majority of engagement professionals placed on assignment by the Company are the Company’s legal employees while they are working on assignments. The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security, and certain fringe benefits. The Company assumes the risk of acceptability of its employees to its customers.

The Company records contract talent solutions revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified employees, (ii) has the discretion to select the employees and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by customers. Fees paid to time management or vendor management service providers selected by clients are recorded as a reduction of revenues, as the Company is not the primary obligor with respect to those services.

Permanent placement talent solutions revenues. Permanent placement talent solutions revenues from contracts with customers are primarily recognized when employment candidates accept offers of permanent employment. The Company has a substantial history of estimating the financial impact of permanent placement candidates who do not remain with its clients through the 90-day guarantee period. These amounts are established based primarily on historical data and are recorded as liabilities. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement talent solutions services are charged to employment candidates.

Protiviti revenues. Protiviti’s consulting services are generally provided on a time-and-material basis, fixed-fee basis, or unit basis. Revenues earned under time-and-material arrangements and fixed-fee arrangements are recognized using a proportional performance method. Revenue is measured using cost incurred relative to total estimated cost for the engagement to measure progress toward satisfying the Company’s performance obligations. Cost incurred represents work performed and thereby best depicts the transfer of control to the customer. Protiviti’s consulting services generally contain one or more performance obligation(s) which are satisfied over a period of time. Revenues are recognized over time as the performance obligations are satisfied, because the services provided do not have any alternative use to the Company, and contracts generally include language giving the Company an enforceable right to payment for services provided to date. Unit-based revenues are recognized when the service has transferred to the customer. Revenue is recognized based on unit price multiplied by the number of units delivered and based on specific terms outlined in contracts.

The Company periodically evaluates the need to provide for any losses on these projects, and losses are recognized when it is probable that a loss will be incurred.

The following table presents the Company’s revenues disaggregated by functional specialization and segments (in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Contract talent solutions
Finance and accounting$565,593$553,364$1,656,068$1,671,923
Administrative and customer support154,365158,689458,559489,907
Technology165,051157,851481,011468,796
Elimination of intersegment revenues (a)(126,179)(123,681)(364,387)(361,390)
Total contract talent solutions758,830746,2232,231,2512,269,236
Permanent placement talent solutions116,946110,125343,941336,929
Protiviti483,521498,1291,420,6491,469,962
Total service revenues$1,359,297$1,354,477$3,995,841$4,076,127

(a) Service revenues for finance and accounting, administrative and customer support, and technology include intersegment revenues, which represent revenues from services provided to the Company’s Protiviti segment in connection with the Company’s blended business solutions. Intersegment revenues for each functional specialization are aggregated and then eliminated as a single line.

Payment terms in the Company’s contracts vary by the type and location of the Company’s customer and the services offered. The term between invoicing and when payment is due is not significant.

Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative stand-alone selling values of the services and products in the arrangement. As of September 30, 2026, the aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater thanone year was $201.7 million. Of this amount, $180.4 million is expected to be recognized within the next 12 months. As of September 30, 2025, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater thanone year was $194.7 million.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are reflected in accounts payable and accrued expenses on the unaudited Condensed Consolidated Statements of Financial Position. The following table sets forth the activity in contract liabilities from December 31, 2025, through September 30, 2026 (in thousands):

Contract Liabilities
Balance as of December 31, 2025$21,937
Payments in advance of satisfaction of performance obligations34,591
Revenue recognized(37,414)
Other, including translation adjustments(122)
Balance as of September 30, 2026$18,992

Note D—Other Current Assets

Other current assets consisted of the following (in thousands):

September 30,2026December 31,2025
Prepaid expenses$69,736$55,899
Unamortized cloud computing implementation costs, current17,09519,826
Other48,08756,467
Other current assets$134,918$132,192

Note E—Property and Equipment, Net

Property and equipment consisted of the following (in thousands):

September 30,2026December 31,2025
Computer hardware$106,413$107,138
Computer software223,770229,595
Furniture and equipment90,17495,028
Leasehold improvements211,103205,603
Property and equipment, cost631,460637,364
Accumulated depreciation(504,397)(508,550)
Property and equipment, net$127,063$128,814

Note F—Leases

The Company has operating leases for corporate and field offices, and certain equipment. The Company’s leases have remaining lease terms of less thanone year to 11 years, some of which include options to extend the leases for up toseven years, and some of which include options to terminate the leases withinone year. Operating lease expense was $18.1 million and $56.2 million for the three and nine months ended September 30, 2026, respectively, and $19.9 million and $59.7 million for the three and nine months ended September 30, 2025, respectively.

Supplemental cash flow information related to leases consisted of the following (in thousands):

Nine Months EndedSeptember 30,
20262025
Cash paid for operating lease liabilities$62,462$59,229
Right-of-use assets obtained in exchange for new operating lease liabilities$55,247$53,048

Supplemental balance sheet information related to leases consisted of the following:

September 30,2026December 31,2025
Weighted average remaining lease term for operating leases5.1 years4.6 years
Weighted average discount rate for operating leases4.4%4.2%

Future minimum lease payments under noncancelable leases as of September 30, 2026, were as follows (in thousands):

2026 (excluding the nine months ended September 30, 2026)$20,390
202769,597
202854,243
202941,889
203029,366
Thereafter60,092
Less: Imputed interest(31,605)
Present value of operating lease liabilities (a)$243,972

(a) Includes the current portion of $64.5 million for operating leases.

As of September 30, 2026, the Company had additional future minimum lease obligations totaling $52.3 million under executed operating lease contracts that had not yet commenced. These operating leases include agreements for corporate and field office facilities with lease terms of 10 years.

Note G—Goodwill

The following table sets forth the activity in goodwill from December 31, 2025, through September 30, 2026 (in thousands):

Goodwill
Contract talent solutionsPermanent placement talent solutionsProtivitiTotal
Balance as of December 31, 2025$135,698$26,406$89,365$251,469
Foreign currency translation adjustments(231)(45)(571)(847)
Balance as of September 30, 2026$135,467$26,361$88,794$250,622

Note H—Other Noncurrent Assets

Other noncurrent assets consisted of the following (in thousands):

September 30,2026December 31,2025
Unamortized cloud computing implementation costs, noncurrent$26,219$17,764
Other intangible assets, net1,2401,840
Other noncurrent assets$27,459$19,604

Note I—Accrued Payroll and Benefit Costs

Accrued payroll and benefit costs consisted of the following (in thousands):

September 30,2026December 31,2025
Payroll and benefits$353,786$333,270
Payroll taxes14,23036,366
Workers’ compensation12,18712,384
Accrued payroll and benefit costs$380,203$382,020

Note J—Employee Deferred Compensation Plan Obligations

The Company provides various qualified defined contribution 401(k) plans covering eligible employees. The plans offer a savings feature with the Company matching employee contributions. Assets of this plan are held by an independent trustee for the sole benefit of participating employees.

Nonqualified plans are provided for employees on a discretionary basis, including those not eligible for the qualified plans. These plans include provisions for salary deferrals and discretionary contributions. The asset value of the nonqualified plans was $844.2 million and $773.9 million as of September 30, 2026, and December 31, 2025, respectively. The Company holds these assets to satisfy the Company’s liabilities under its deferred compensation plans. The liability value for the nonqualified plans was $827.8 million and $771.6 million as of September 30, 2026, and December 31, 2025, respectively.

Contribution expenses for the Company’s qualified and nonqualified defined contribution plans were $9.5 million and $26.3 million for the three and nine months ended September 30, 2026, respectively, and $11.1 million and $36.4 million for the three and nine months ended September 30, 2025, respectively.

The Company has statutory defined contribution plans and defined benefit plans outside the U.S., which are not material.

Note K—Commitments and Contingencies

On March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which was subsequently amended on October 23, 2015. The complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010, were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process. Gentry seeks recovery on her own behalf and on behalf of the putative class in an unspecified amount for this allegedly unpaid compensation. Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements. Gentry also seeks an unspecified amount of other damages, attorneys’ fees and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorneys General Act (“PAGA”). On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration. On March 8, 2024, the Court issued an order certifying: (1) a class of California-based temporary employees who attended at least one uncompensated interview with a third-party client at any time since March 13, 2010; (2) a subclass of class members who held a prior temporary job assignment before interviewing for a subsequent assignment; and (3) a subclass of class members who are no longer employed by the Company (i.e., a “waiting time penalties” subclass). The first phase of the trial on the issue of liability commenced on November 3, 2025. Closing arguments were delivered on January 23, 2026, and final briefs submitted. On May 4, 2026, the Court issued its statement of decision after court trial on phase one of the trial. This is a two-phase trial. The decision is an interim order covering the liability issues tried in phase one of the case. The second phase of the trial is the damages phase. The final ruling and judgment will not be issued until after the conclusion of trial on damages, which is currently set for May 2027. They will both be subject to appeal. In its May 4, 2026, ruling, the Court found candidate interviews to be compensable and the Company liable for unpaid wages, liquidated damages and some PAGA penalties. Due in part to conflicting legal decisions and the uncertainty of the law in this area, the Court found the Company was not willful in its failure to pay for interviews so did not find the Company liable for waiting time penalties or non-compliant wage statements. The amount of damages for unpaid wages, liquidated damages and PAGA penalties will be determined in the damages phase of the trial set to begin on May 3, 2027. On June 11, 2026, Gentry Petitioned for Writ of Mandate (“Writ”) to the California Court of Appeal seeking a reversal of the Superior Court’s ruling that the Company was not liable for waiting time penalties or non-compliant wage statements. The Court of Appeal notified the parties on June 24, 2026, that it declined Gentry’s Writ. On June 18, 2026, Gentry filed a Motion for Determination of entitlement to Permanent Injunctive Relief seeking an order to require the Company to start the payment of interview time pay to all employees interviewing for temporary and permanent employment opportunities effective upon the close of the damages trial in May 2027. The hearing on the permanent injunction motion was held on September 24, 2026. The Court did not rule on the motion and continued the hearing until December 11, 2026. On October 16, 2026, Gentry also filed a motion for preliminary injunction seeking to require the Company to begin creating and maintaining time records for temporary interview attendance. The hearing on the preliminary injunction motion also is set for December 11, 2026. The Company maintains its position that it has meritorious defenses to the allegations asserted by Gentry, and the Company intends to continue to vigorously defend against the litigation including an appeal of a final judgment. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements.

On April 6, 2018, Plaintiff Shari Dorff, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, County of Los Angeles. In addition to certain claims individual to Plaintiff Dorff, the complaint alleges that salaried recruiters based in California have been misclassified as exempt employees and seeks an unspecified amount for: unpaid wages resulting from such alleged misclassification; alleged failure to provide a reasonable opportunity to take meal periods and rest breaks; alleged failure to pay wages on a timely basis both during employment and upon separation; alleged failure to comply with California requirements regarding wage statements and record-keeping; and alleged improper denial of expense reimbursement. Plaintiff Dorff also seeks an unspecified amount of other damages, attorneys’ fees and penalties, including but not limited to statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by PAGA. On April 8, 2026, Dorff’s motion for certification of a class was heard by the Court. On April 20, 2026, the Court issued an order denying Dorff’s motion for certification of a class. On June 1, 2026, the Court severed Dorff’s individual employment discrimination related claims from her individual misclassification claim and her collective PAGA claims. Trial on Dorff’s individual misclassification claim is set for January 11, 2027. Trial on Dorff's other individual claims is set for July 12, 2027. No trial date was set for Dorff’s collective PAGA claims. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

The Company is involved in a number of other lawsuits arising in the ordinary course of business. While management does not expect any of these other matters to have a material adverse effect on the Company’s results of operations, financial position or cash flows, litigation is subject to certain inherent uncertainties.

Legal costs associated with the resolution of claims, lawsuits and other contingencies are expensed as incurred.

The Company has a $100.0 million credit agreement (the “2025 Credit Agreement”) which matures in May 2030. Borrowings under the 2025 Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the adjusted term Secured Overnight Financing Rate (“SOFR”), plus an applicable margin. The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of September 30, 2026. As of September 30, 2026, the Company hadno cash borrowings under the 2025 Credit Agreement and maintained $9.4 million in standby letters of credit to satisfy workers’ compensation insurers’ collateral requirements.

Note L—Stockholders’ Equity

Stock Repurchase Program. As of September 30, 2026, the Company is authorized to repurchase, from time to time, up to 5.6 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions. The number and the cost of common stock shares repurchased during the nine months ended September 30, 2026 and 2025, are reflected in the following table (in thousands):

Nine Months EndedSeptember 30,
20262025
Common stock repurchased (in shares)—1,702
Common stock repurchased$—$79,590

Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes. The number and the cost of employee stock plan repurchases made during the nine months ended September 30, 2026 and 2025, are reflected in the following table (in thousands):

Nine Months EndedSeptember 30,
20262025
Repurchases related to employee stock plans (in shares)251192
Repurchases related to employee stock plans$6,173$10,953

The repurchased shares are held in treasury and are presented as if constructively retired. Treasury stock is accounted for using the cost method. Treasury stock activity for the nine months ended September 30, 2026 and 2025 (consisting of purchases of shares for the treasury), is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Repurchases of shares and issuances of dividends are applied first to the extent of retained earnings and any remaining amounts are applied to additional paid-in capital.

Note M—Net Income Per Share

The calculation of net income per share for the three and nine months ended September 30, 2026 and 2025, is reflected in the following table (in thousands, except per share amounts):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Net income$49,870$42,916$89,978$101,234
Basic:
Weighted average shares99,96399,89799,844100,321
Diluted:
Weighted average shares99,96399,89799,844100,321
Dilutive effect of potential common shares977144539208
Diluted weighted average shares100,940100,041100,383100,529
Net income per share:
Basic$0.50$0.43$0.90$1.01
Diluted$0.49$0.43$0.90$1.01

Note N—Business Segments

The Company hasthree reportable segments: contract talent solutions, permanent placement talent solutions and Protiviti. Operating segments are defined as components of the Company for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), a position currently held by the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The contract talent solutions reportable segment results from the aggregation ofthree operating segments with similar economic and qualitative characteristics: finance and accounting, administrative and customer support, and technology. The contract talent solutions and permanent placement talent solutions segments provide specialized engagement professionals and full-time personnel, respectively, for finance and accounting, technology, marketing and creative, legal, and administrative and customer support roles. The Protiviti segment provides business and technology risk consulting and internal audit services.

The CODM uses segment income to evaluate performance and allocate resources to each segment. Segment income excludes interest income, income taxes and the impacts of the (income) loss from investments held in employee deferred compensation trusts, along with the related compensation costs and expenses. The CODM considers variances between actual results and expectations as well as historical trends for segment income when making decisions about allocating capital and personnel resources to each segment.

The accounting policies of the segments are set forth in Note A—“Summary of Significant Accounting Policies.”

The following tables provide a reconciliation of service revenues and segment income by reportable segment to consolidated results (in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
Contract Talent Solutions2026202520262025
Service revenues(1)$758,830$746,223$2,231,251$2,269,236
Segment costs of services(2)460,600456,1021,358,8461,384,815
Compensation expenses(3)211,315205,902628,577636,778
Other(4)64,38667,853194,182206,163
Segment selling, general and administrative expenses275,701273,755822,759842,941
Segment income$22,529$16,366$49,646$41,480
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
Permanent Placement Talent Solutions2026202520262025
Service revenues(1)$116,946$110,125$343,941$336,929
Segment costs of services(2)270222716614
Compensation expenses(3)86,32583,885261,188260,529
Other(4)17,62318,40752,35956,292
Segment selling, general and administrative expenses103,948102,292313,547316,821
Segment income$12,728$7,611$29,678$19,494
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
Protiviti2026202520262025
Service revenues(1)$483,521$498,129$1,420,649$1,469,962
Segment costs of services(2)367,070383,5021,129,6021,158,766
Compensation expenses(3)25,17024,53474,52374,313
Other(4)53,98652,861156,033158,743
Segment selling, general and administrative expenses79,15677,395230,556233,056
Segment income$37,295$37,232$60,491$78,140
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
Combined Segment2026202520262025
Service revenues(1)$1,359,297$1,354,477$3,995,841$4,076,127
Costs of services(2)827,940839,8262,489,1642,544,195
Compensation expenses(3)322,810314,321964,288971,620
Other(4)135,995139,121402,574421,198
Selling, general and administrative expenses458,805453,4421,366,8621,392,818
Combined segment income72,55261,209139,815139,114
Interest income, net(2,114)(2,510)(6,885)(8,321)
Income before income taxes$74,666$63,719$146,700$147,435

(1)Service revenues presented above are shown net of eliminations of intersegment revenues. Intersegment revenues between the contract talent solutions segment and the Protiviti segment were $126.2 million and $364.4 million for the three and nine months ended September 30, 2026, respectively, and $123.7 million and $361.4 million for the three and nine months ended September 30, 2025, respectively. Service revenues related to the intersegment activity are reflected in the Protiviti segment.

(2)Segment costs of services consist of direct payroll, payroll taxes and benefit costs, as well as reimbursable expenses. Direct costs related to the intersegment activity are reflected in the Protiviti segment, including the costs of candidate payroll, fringe benefits and incremental recruiter compensation. For further information on costs of services, see Note A—“Summary of Significant Accounting Policies.”

(3)Includes payroll and applicable taxes, employee incentive compensation and other employee costs that are not included in direct costs as noted above.

(4)Other selling, general and administrative expenses is comprised of advertising, as well as other allocated expenses including lease expense, depreciation, cloud computing service costs and overhead costs. These costs are allocated to the individual segments based on an internal allocation method.

The following table represents depreciation expense by segment (in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Depreciation expense
Contract talent solutions$6,100$5,921$18,113$18,638
Permanent placement talent solutions2,1381,9876,3016,128
Protiviti4,0444,37712,50713,127
$12,282$12,285$36,921$37,893

Note O—Subsequent Events

On October 29, 2026, the Company announced the following:

Quarterly dividend per share$0.59
Declaration dateOctober 29, 2026
Record dateNovember 25, 2026
Payment dateDecember 15, 2026
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.