RESOURCES CONNECTION, INC.

Previous wording

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”).

Current wording

The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for three months ended August 29, 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 30, 2026 filed with the Securities and Exchange Commission (“SEC”).

Previous wording

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.

Current wording

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,” “might,” “plans,” “potential,” “predicts,” “remain,” “should,” “strategy,” “target,” “will,” “would,” or similar terms, future or conditional tense verbs 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.

Previous wording

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 i…

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Current wording

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, 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 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, 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 d…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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.

Current wording

Resources Connection, Inc. (“RGP,” “we" or “us”) is a global professional services firm based in Dallas, Texas (with offices worldwide) with three decades of experience helping the world’s top organizations navigate change and seize opportunity. With three integrated offerings — On-Demand Talent, Consulting, and Outsourced Services — we provide CFOs and other C-suite leaders with the flexibility to solve today's most pressing challenges. The Company’s principal markets of operations are North America, Europe & Asia Pacific.

Previous wording

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").

Current wording

We operate under the following reporting units: (i) On-Demand Talent, (ii) Consulting, (iii) Europe & Asia Pacific, and (iv) Outsourced Services. Our previous reportable segments included Sitrick, a crisis communications and public relations firm, which did not individually meet the quantitative thresholds to qualify as a reportable segment (disclosed as "All Other"). On May 2, 2026, we completed the sale of 100% of the membership interests of Sitrick Group, LLC (“Sitrick”), to Sitrick, LLC, an entity owned by one of the original founders of Sitrick Group, LLC. The Company initiated the sale in connection with its broader transformation initiative to simplify its business portfolio. As a result of the sale of Sitrick, the All Other segment was eliminated as of May 30, 2026.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

Against this strategic backdrop, 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, particularly in areas such as AI, digital transformation, and cost optimization. This selectivity has contributed to variability in demand across service offerings. Additionally, heightened geopolitical tensions, fluctuations in currency exchange rates, recent U.S. government and policy changes, and tariff actions and broader trade-related uncertainty have contributed to 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.

Previous wording

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.

Current wording

We use certain financial measures that are not calculated in accordance with GAAP to supplement the evaluation of our financial and operating performance. These non-GAAP financial measures should be considered in addition to, and not as substitute for, the most directly comparable measures prepared in accordance with GAAP. A non-GAAP financial measure is 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.

Previous wording

◦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.

Current wording

◦Currency impact. To remove the impact of fluctuations in foreign currency exchange rates, we calculate same-day constant currency revenue, by applying the exchange rates in effect during the comparable prior period to the current period revenue.

Previous wording

◦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.

Current wording

◦Business days impact. To remove the effect of 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 and 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.

Previous wording

•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 Reportingin the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.

Current wording

•Adjusted EBITDA is calculated as EBITDA excluding stock-based compensation expense, amortized ERP system costs, acquisition costs, loss (gain) on sale of assets, restructuring 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 11 – Segment Information and Enterprise Reportingin the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.

Previous wording

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.

Current wording

We use same-day constant currency revenue to evaluate revenue trends on a more comparable and consistent basis. Revenue performance is primarily driven by change in billable hours and average bill rates. This measure is intended to improve comparability by excluding the effects of foreign currency fluctuations and differences in the number of business days between periods. We believe this measure provides more clarity to our investors in evaluating our core operating performance.

Previous wording

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).

Current wording

The following table reconciles 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).

Previous wording

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

Current wording

Our 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 vary between periods due to holidays. The table below sets forth the number of business days in each period by segment

Previous wording

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).

Current wording

We use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to assess core operating performance. We believe these measures provide investors with useful supplemental information to evaluate our performance across periods. The following table presents EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated and reconciles these measures to net loss and net loss margin, the most directly comparable GAAP financial measures (in thousands, except percentages).

Previous wording

(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.

Current wording

(2)Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to a newly implemented ERP system, which was recorded within selling, general, and administrative ("SG&A") expenses on the Consolidated Statements of Operations.

Previous wording

(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.

Current wording

(3)Acquisition costs primarily represent costs included in net loss related to the Company’s business acquisition of Reference Point. These costs include transaction bonuses and cash retention bonus accruals.

Previous wording

(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.

Current wording

(5)Restructuring costs during the three months ended August 29, 2026 include employee termination costs incurred in connection with the reduction in force associated with the 2026 Transformation Initiative.

Previous wording

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.

Current wording

These non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP and should not be considered in isolation or 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. These measures have limitations because they exclude items that affect our GAAP results and other companies may calculate these non-GAAP financial measures differently, which may limit their comparative measure. Because of these limitations, these non-GAAP financial measures should not be considered a substitute but supplemental to performance measures calculated in accordance with GAAP.

Previous wording

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

Current wording

Consolidated Operating Results – Three Months Ended August 29, 2026 Compared to Three Months Ended August 30, 2025

Previous wording

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.

Current wording

Revenue decreased $22.1 million, or 18.4%, to $98.1 million in the first quarter of fiscal 2027 from $120.2 million in the first quarter of fiscal 2026. On a same-day constant currency basis, revenue decreased by $22.3 million, or 18.5%. Billable hours decreased 13.2% year-over-year and the average bill rate for the first quarter of fiscal 2027 decreased 5.8% year over year, or 5.6% on a constant currency basis. The decline in billable hours reflects longer client decision-making timelines, delayed project starts, and lower project volume in Consulting, together with On-Demand Talent demand that remained below prior year levels but continued to show signs of stabilization. The average bill rate reflects a continued shift in the geographic revenue mix towards regions with lower bill rates and the May 2026 sale of Sitrick Group, LLC ("Sitrick").

Previous wording

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.

Current wording

Cost of services decreased $11.3 million, or 15.6%, to $61.4 million for the first quarter of fiscal 2027 from $72.8 million in the first quarter of fiscal 2026. The decrease in cost of services was primarily attributable to a 13.2% decline in billable hours and a 5.1% decline in average pay rate.

Previous wording

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.

Current wording

The number of agile consultants on assignment during the first quarter of fiscal 2027 was 1,976 compared to 2,231 during the first quarter of fiscal 2026. The average number of salaried consultants during the first quarter of fiscal 2027 was 373 compared to 418 during the first quarter of fiscal 2026.

Previous wording

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.

Current wording

SG&A expenses were $43.1 million, or 43.9% of revenue, for the first quarter of fiscal 2027 compared to $47.9 million, or 39.9% of revenue, for the first quarter of fiscal 2026. The $4.8 million improvement in SG&A expenses year-over-year was primarily driven by a $2.5 million decrease in employee compensation and benefits costs following the reductions in force in fiscal 2026, a $0.9 million decrease in stock-based compensation due to executive separations in fiscal 2026 that resulted in equity acceleration expenses, a $1.2 million decrease in the use of external and internal consultants that supported various internal business initiatives, and a $0.5 million decrease in facilities costs as a result of exiting certain offices, together with $0.6 million from other items, variable compensation and acquisition costs. These improvements were partially offset by a $0.6 million increase in business meeting expenses and a $0.4 million increase in restructuring costs related to ongoing activity associated with our efforts to achieve an improved cost structure.

Previous wording

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.

Current wording

Management and administrative headcount was 601 at the end of the first quarter of fiscal 2027 and 667 at the end of the first quarter of fiscal 2026.

Previous wording

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.

Current wording

Income tax expense was $0.4 million for the first quarter of fiscal 2027, reflecting an effective tax rate of 5.9%, compared to an income tax expense of $0.5 million, or an effective tax rate of 24.7%, for the first quarter of fiscal 2026. The income tax expense in both quarters ended August 29, 2026 and August 30, 2025 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.

Previous wording

•Consulting – drives transformation across people, processes and technology across domain areas including finance, technology and digital, risk and compliance and operational performance.

Current wording

•Consulting – drives transformation across people, processes and technology in areas including finance, technology, digital and AI, risk and compliance, and operational performance.

Previous wording

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.

Current wording

Each of these segments reports through separate segment managers to the Company's Chief Executive Officer, who is 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. Each of these segments represents a reporting unit for the purposes of assessing goodwill for impairment.

Previous wording

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."

Current wording

The following table presents our operating results by segment for the three months ended August 29, 2026 and August 30, 2025 (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.”

Previous wording

(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.

Current wording

(2) Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to a newly implemented ERP system, which was recorded within selling, general, and administrative expenses on the Consolidated Statements of Operations.

Previous wording

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).

Current wording

On-Demand Talent– Revenue in the On-Demand Talent segment declined by $5.9 million or 13.2% (13.4% on a constant currency basis), to $38.6 million in the first quarter of fiscal 2027 compared to $44.4 million in the first quarter of fiscal 2026 due primarily to a decrease in billable hours of 16.4%, partially offset by an increase in the average bill rate of 4.1% (or 3.9% on a constant currency basis). The decline in billable hours reflects reduced demand for operational accounting roles compared to a year ago, although we are seeing stabilization. The improvement in average bill rate is the result of the Company's continued pricing discipline.

Previous wording

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.

Current wording

Europe & Asia Pacific – Revenue in the Europe & Asia Pacific segment decreased by $2.8 million or 13.9% (13.3% on a constant currency basis), to $17.1 million in the first quarter of fiscal 2027 compared to $19.9 million in the first quarter of fiscal 2026. The decrease was primarily due to a 12.2% decrease in the average bill rate (or 9.8% on a constant currency basis) and a 1.3% decrease in billable hours. The decline in the average bill rate was due to a mix shift to lower cost markets in the Asia Pacific region.

Previous wording

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%.

Current wording

Outsourced Services – Revenue in the Outsourced Services segment remained flat year over year. Billable hours increased 4.9%, and the average bill rate declined 1.0%.

Previous wording

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.

Current wording

Consulting – The Consulting segment’s Adjusted EBITDA decreased by $3.4 million or 67.1%, to $1.7 million for the first quarter of fiscal 2027, compared to $5.0 million for the first quarter of fiscal 2026. The decrease is primarily attributed to a decrease in gross profit of $5.2 million, which was partially offset by a reduction in segment expenses of $1.8 million primarily related to a reduction in management compensation, variable compensation and occupancy costs, reflecting the same restructuring and go-to-market investment activities noted above.

Previous wording

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.

Current wording

Outsourced Services – The Outsourced Services segment’s Adjusted EBITDA decreased by $0.8 million, or 34.2% to $1.5 million in the first quarter of fiscal 2027 compared to $2.3 million for the first quarter of fiscal 2026. The decrease was primarily attributable to a $0.5 million decrease in gross profit and a $0.3 million increase in segment expenses.

Previous wording

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.

Current wording

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 ESPP. While during the three months ended August 29, 2026, we did not generate positive cash flow from operations, we have 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. In fiscal 2026, the Company began its transformation initiative to redesign and streamline its operating model to achieve a reduced cost structure (the "2026 Transformation Initiative"). The Company executed workforce reductions affecting management and administrative roles, aimed at improving efficiency, reducing costs and streamlining operations. The 2026 Transformation Initiative is expected to significantly improve the Company's annual SG&A expenses and improve operating cash flows. As of August 29, 2026, we had $61.2 million of cash and cash equivalents, including $25.6 million held in international operations.

Previous wording

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.

Current wording

From November 12, 2021 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”). The Company terminated the 2021 Credit Facility on July 2, 2025 and entered into a new credit agreement dated July 2, 2025 by and among 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, L/C issuer and swingline lender (the “2025 Credit Facility”).

Previous wording

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").

Current wording

The Company terminated the 2025 Credit Facility on July 13, 2026 and on July 15, 2026, the Company and Resources Connection LLC, as borrowers, and all of the Company’s other domestic subsidiaries, as guarantors, entered into a Revolving Credit, Guaranty and Security Agreement with the lenders that are party thereto and PNC Bank, National Association, as agent for the Lenders (the “2026 Credit Facility”). See Note 4 –Long-Term Debt in the Notes to Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information regarding the 2026 Credit Facility. As of August 29, 2026, the Company had no debt outstanding under the 2026 Credit Facility.

Previous wording

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.

Current wording

As of May 29,2026, Resources Global Enterprise Consulting (Beijing) Co., Ltd, (a wholly owned subsidiary of the Company), as borrower, and the Company, as guarantor, had another revolving credit facility with Bank of America, N.A. (Beijing) as the lender (the “Beijing Revolver”). The Company terminated the Beijing Revolver on July 13, 2026.

Previous wording

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.

Current wording

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 2026 Credit Facility will provide sufficient funds for these initiatives. As of August 29, 2026, we have non-cancellable purchase obligations totaling $8.7 million, which primarily consists of payments pursuant to the licensing arrangements that we have entered into: $2.6 million due during the remainder of fiscal 2027; $4.6 million due during fiscal 2028; $1.4 million due during fiscal 2029; and a nominal amount due thereafter. We lease office space under non-cancelable operating leases with various expiration dates.