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HACKETT GROUP, INC.

For the period ended Jun 26, 2026. Filed Aug 5, 2026.

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About this filing

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.

Jun 26, 2026 · Filed Aug 5, 2026

HCKT$13.30-0.9%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements (unaudited)

  1. Basis of Presentation and General Information

Basis of Presentation

The accompanying consolidated financial statements of The Hackett Group, Inc. (“Hackett” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the Company’s accounts and those of its wholly-owned subsidiaries which the Company is required to consolidate. All intercompany transactions and balances have been eliminated in the consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 26, 2025, included in the Annual Report on Form 10-K filed by the Company with the SEC on February 28, 2026. The consolidated results of operations for the quarter and six months ended June 26, 2026, are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Business Combination

Spend Matters

On May 15, 2025, Hackett acquired certain assets and liabilities of Spend Matters LLC (“Spend Matters”), a leading provider of data-backed technology and solutions intelligence in the procurement and supply chain sectors. At closing, Hackett paid cash consideration of $767 thousand.

As a result of the acquisition, the Company recognized intangible assets of $2.0 million, with a remaining weighted average useful life of 2.0 years.

Segment Reporting

Segments are defined as components of a company that engage in business activities from which they earn revenue and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company assessed its operating segments under the management approach in accordance with ASC 280, Segment Reporting (ASC 280), and has determined that it has three operating segments: Global S&BT, Oracle Solutions and SAP Solutions which are also its reportable segments. See Note 11 “Segment Information and Geographical Data” for detailed segment information.

Goodwill

For acquisitions accounted for as a business combination, goodwill represents the excess of the cost over the fair value of the net assets acquired. The Company has organized its operating and internal reporting structure to align with its primary market solutions. In accordance with ASC 280, management made the determination to present three operating segments, three reportable segments andthree reporting units as follows: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s Gen AI and strategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AI Enablement practices; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned. The goodwill was allocated to the reporting unit based on the reporting unit's relative fair value. The carrying amount of goodwill by reporting unit is as follows (in thousands):

Foreign
December 26, · Additions/ · Currency · June 26,
2025 · Adjustments · Translation · 2026
Global S&BT$63,967$-$(579)$63,388
Oracle Solutions16,699——16,699
SAP Solutions9,993——9,993
Goodwill$90,659$-$(579)$90,080

Revenue Recognition

The Company primarily generates its revenue from providing professional services to its clients. The Company also generates revenue from software-related sales, software maintenance and support and subscriptions to its executive and best practices advisory programs. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price. The Company determines the standalone selling price based on the respective selling price of the individual elements when sold separately.

Revenue is recognized when control of the goods and services provided are transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods and services using the following steps: 1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue as or when the Company satisfies the performance obligations.

The Company typically satisfies its performance obligations for professional services over time as the related services are provided. The performance obligations related to software maintenance and support and subscriptions to its executive and best practice advisory programs are typically satisfied evenly over the course of the service period. Other performance obligations, such as software-related sales, are satisfied at a point in time.

The Company generates revenue under four types of billing arrangements: fixed-fee; time-and-materials; executive and best practice advisory services; and software-related sales and software maintenance and support.

In fixed-fee billing arrangements, which would also include contracts with capped fees, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under fixed-fee or capped fee arrangements using a proportionate performance approach, which is based on work completed to-date as compared to estimates of the total services to be provided under the engagement. Estimates of total engagement revenue and cost of services are monitored regularly during the term of the engagement. If the Company’s estimates indicate a potential loss, such a loss is recognized in the period in which the loss first becomes probable and reasonably estimable. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty or sixty-day terms, however client terms are subject to change.

Time-and-material billing arrangements require the client to pay based on the number of hours worked by the Company’s consultants at agreed hourly rates. The Company recognizes revenue under time-and-material arrangements as the related services or goods are provided, using the right to invoice practical expedient which allows it to recognize revenue in the amount based on the number of hours worked and the agreed upon hourly rates. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty or sixty-day terms, however client terms are subject to change.

Advisory services contracts are typically in the form of a subscription agreement which allows the customer access to the Company’s executive and best practice advisory programs. There is typically a single performance obligation and the transaction price is the contractual amount of the subscription agreement. Revenue from advisory services contracts is recognized ratably over the life of the agreements. Customers are typically invoiced at the inception of the contract, with net thirty or sixty-day terms, however client terms are subject to change.

The resale of on-premise software, cloud software and maintenance contracts are in the form of SAP America ("SAP") software or maintenance agreements provided by SAP. SAP is the principal and the Company is the agent in these transactions as the Company does not obtain title to the software and maintenance which is sold simultaneously. The transaction price is the Company’s agreed-upon percentage of the software-related sale for either on-premise software or cloud software or maintenance amount in the contract with the vendor. Revenue for the resale of software is recognized upon contract execution and customer’s receipt of the software. The Company also provides software maintenance on other ERP systems, primarily Oracle. Revenue from maintenance contracts is recognized ratably over the life of the agreements. The customer is typically invoiced at contract inception, with net thirty or sixty-day terms, however client terms are subject to change.

Revenue before reimbursements excludes reimbursable expenses charged to clients. Reimbursements, which include travel and out-of-pocket expenses, are included in revenue, and an equivalent amount of reimbursable expenses is included in the cost of service.

Expense reimbursements that are billable to clients are included in total revenue and are substantially all billed as time-and-material billing arrangements. Therefore, the Company recognizes all reimbursable expenses as revenue as the related services are provided, using the right to invoice practical expedient. Reimbursable expenses are recognized as expenses in the period in which the expense is incurred. Any expense reimbursements that are billable to clients under fixed-fee billing arrangements are recognized in line with the proportionate performance approach.

The payment terms and conditions in the Company’s customer contracts vary. The agreements entered into in connection with a project, whether time and materials-based or fixed-fee or capped-fee based, typically allow clients to terminate early due to breach or for convenience with 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by the Company through the effective date of the termination. In addition, from time to time the Company enters into agreements with its clients that limit its right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit the Company from performing a defined range of services which it might otherwise be willing to perform for potential clients. These provisions are generally limited tosix months totwelve months and usually apply only to specific employees or the specific project team.

Differences between the timing of billings and the recognition of revenue are recognized as either contract assets or contract liabilities in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients is recorded as contract assets and is included within accounts receivable and contract assets. Services not yet performed, however billed to the client and uncollected at period end, are recorded as contract assets and are included within accounts receivable and contract assets. Client prepayments are classified as contract liabilities and recognized over future periods as earned in accordance with the applicable engagement agreement. See Note 3 for the accounts receivable and contract asset balances. During the quarter and six months ended June 26, 2026, the Company recognized$1.0 million and $2.3 million, respectively, of revenue as a result of changes in the contract liability balance, as compared to $1.9 million and $6.2 million, respectively, for the quarter and six months ended June 27, 2025. As of December 27, 2024, the Company had $11.1 million of contract liabilities.

Based on the information that management reviews internally for evaluating operating segment performance and nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors, the Company disaggregates revenue as follows for the quarter and six months ended June 26, 2026 and June 27, 2025 (in thousands):

Quarter EndedSix Months Ended
June 26,June 27,June 26,June 27,
2026202520262025
Global S&BT:
North America Consulting$27,957$34,115$57,016$67,262
International Consulting8,07910,09015,79520,300
Total Global S&BT$36,036$44,205$72,811$87,562
Oracle Solutions:
Consulting and software support and maintenance$15,481$20,801$31,166$41,887
Total Oracle Solutions$15,481$20,801$31,166$41,887
SAP Solutions:
Consulting and software support and maintenance$13,644$12,336$26,419$22,268
Software-related sales4,1671,5577,7295,047
Total SAP Solutions$17,811$13,893$34,148$27,315
Total segment revenue$69,328$78,899$138,125$156,764

The total revenue (excluding reimbursable expenses) from the Global S&BT segment, the Oracle Solutions segment and the SAP Solutions segment's consulting and software support and maintenance services is all recognized over time. The software-related sales revenue included in the SAP Solutions segment is recognized at a point in time.

Capitalized Sales Commissions

Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. The Company determined the period of amortization by taking into consideration the customer contract period, which is generally less than 12 months. Commission expenses are included in the Selling, general and administrative costs in the accompanying consolidated statements of operations. As of December 26, 2025 and December 27, 2024, the Company had $1.3 million and $1.8 million, respectively, of deferred commissions, of which approximately $0.6 million and $1.0 million was amortized during both the quarter and six months ended June 26, 2026, and June 27, 2025, respectively. No impairment loss was recognized relating to the capitalization of deferred commissions.

Stock Based Compensation

We recognize compensation expense for awards of equity and liability instruments, which have only a service condition, to employees based on the grant-date fair value of those awards, over the requisite service period, with limited exceptions.

In September 2024, a stock price award program was offered to certain leaders. These equity awards were granted with both a

market condition (three tranches, each with varying market share price thresholds) and service conditions. The Company measured these equity awards using the Monte Carlo valuation model to determine the fair value as of the grant date. The Monte Carlo valuation model, using different share price paths, calculated a derived service period which is the median share price path on which the market condition is satisfied for each tranche. The assumptions utilized in the model are as of a point in time and may differ from the actual value of the equity awards. The requisite service period was determined to be a service condition as the service conditions are greater than the derived service period. For each of the three tranches, stock compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as incurred. If an employee forfeits nonvested shares subsequent to meeting a service condition, the previously recognized expense is not reversed. If an employee forfeits nonvested shares prior to meeting a service condition, the previously recognized expense is reversed. See Note 7 for additional information.

Practical Expedients

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be less than one year.

Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no impact on revenue.

Expense reimbursements that are billable to clients are included in total revenue and are substantially all billed as time-and-material billing arrangements. Therefore, the Company recognizes all reimbursable expenses as revenue as the related services are provided, using the right to invoice practical expedient. Reimbursable expenses are recognized as expenses in the period in which the expense is incurred. Any expense reimbursements that are billable to clients under fixed-fee billing arrangements are recognized in line with the proportionate performance approach.

Fair Value

The Company’s financial instruments consist of cash, accounts receivable and contract assets, accounts payable, accrued expenses and other liabilities, contract liabilities and long-term debt. As of June 26, 2026 and December 26, 2025, the carrying amount of each financial instrument approximated the instrument’s respective fair value due to either the short-term nature or the maturity of these instruments.

The Company uses significant other observable market data or assumptions (Level 2 inputs as defined in accounting guidance) that it believes market participants would use in pricing debt. The fair value of the debt approximated the carrying amount, using Level 2 inputs, due to the short-term variable interest rates based on market rates.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures (Subtopic 220-40) to require public business entities to disclose disaggregated information about expenses to help investors better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software. The ASU modernizes the accounting model for internal‑use software by removing references to software development project stages and replacing them with a principles‑based capitalization threshold that is intended to better align with current, including iterative and agile, software development practices. Under the updated guidance, internal‑use software development costs are capitalized when management has authorized and committed funding for the project and it is probable that the project will be completed and the software will be used to perform its intended function. The ASU also supersedes existing guidance on website development costs and incorporates that guidance into Subtopic 350‑40. The amendments do not change the accounting for software to be sold, leased, or marketed, nor do they change which costs are eligible for capitalization or when capitalization ceases. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements

  1. Net Income per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. With regard to common stock subject to vesting requirements and restricted stock units issued to the Company’s employees and non-employee members of its Board of Directors, the calculation includes only the vested portion of such stock and units.

Diluted net income per common share is computed by dividing net income by the weighted average number of common shares outstanding, increased by the assumed conversion of other potentially dilutive securities during the period.

The following table reconciles basic and dilutive weighted average common shares:

Quarter EndedSix Months Ended
June 26,June 27,June 26,June 27,
2026202520262025
Basic weighted average common shares outstanding25,064,08227,602,03025,114,93627,594,678
Effect of dilutive securities:
Unvested restricted stock units and common stock subject to vesting requirements issued to employees and non-employees102,052879,52396,960838,582
Dilutive weighted average common shares outstanding25,166,13428,481,55325,211,89628,433,260

Approximately 375 thousand shares and 294 thousand shares of common stock equivalents were excluded from the computations of diluted net income per common share for the quarter and six months ended June 26, 2026, respectively, as compared to 3 thousand shares and 2 thousand shares for the same periods in 2025, respectively, as inclusion would have had an anti-dilutive effect on diluted net income per common share. In addition, 1.2 million restricted stock units in the quarter and six months ended June 26, 2026, were excluded from the computations of diluted net income per common share as they are contingently issuable shares with market-related conditions that have not been satisfied. Please see Note 7 for further information.

  1. Accounts Receivable and Contract Assets, Net

Accounts receivable and contract assets, net, consisted of the following (in thousands):

June 26,December 26,
20262025
Accounts receivable$29,120$32,433
Contract assets (unbilled revenue)34,27628,993
Allowance for doubtful accounts(1,496)(1,921)
Accounts receivable and contract assets, net$61,900$59,505

Accounts receivable as of June 26, 2026 and December 26, 2025, is net of uncollected advanced billings. Contract assets as of June 26, 2026 and December 26, 2025, includes recognized recoverable costs and accrued profits on contracts for which billings had not been presented to clients. As of December 27, 2024, the Company had accounts receivable and contract assets of $35.9 million and $23.5 million, respectively. The allowance for doubtful accounts includes reserves related to client collection concerns and aged receivables. The Company has included $17.0 million and $11.9 million as of June 26, 2026 and December 26, 2025, respectively, in accounts receivable for certain software-related contract assets (unbilled revenue) that are multi-year in nature.

  1. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

June 26,December 26,
20262025
Accrued compensation and benefits$13,464$13,414
Accrued bonuses3594,243
Dividend payable2,9793,013
Accrued sales, use, franchise and VAT tax2,5442,543
Restructuring reserves1,753883
Non-cash stock based compensation accrual9141
Acquisition-related liabilities2451,895
Other accrued expenses2,4442,692
Total accrued expenses and other liabilities$23,797$28,824
  1. Lease Commitments

The Company has operating leases for office space and, to a much lesser extent, operating leases for equipment. The Company’s office leases are between terms of 1 year and 5 years. Rents usually increase annually in accordance with defined rent steps or are based on current year consumer price index adjustments. Some of the lease agreements contain one or more of the following provisions: tenant allowances, rent holidays, lease premiums, and rent escalation clauses. There are typically no purchase options, residual value guarantees or restrictive covenants. When renewal options exist, the Company generally does not deem them to be reasonably certain to be exercised, and therefore the amounts are not recognized as part of the lease liability nor the right of use asset. The Company has certain leases that have terms that are a year or less and are accounted on a straight-line basis over the term of the lease. The Company recognized $24 thousand and $48 thousand of lease expense in the quarter and six months ended June 26, 2026, respectively, on these leases, as compared to $39 thousand and $78 thousand, respectively, for the same periods in 2025.

The components of lease expense were as follows for the six months ended June 26, 2026 (in thousands):

Operating lease cost$659
Total net lease costs$659
  1. Lease Commitments (continued)

The weighted average remaining lease term is 2.1 years. The weighted average discount rate utilized is 6.0%. For the quarter and six months ended June 26, 2026, the Company paid $0.4 million and $0.7 million, respectively, from operating cash flows for its operating leases.

Future minimum lease commitments under non-cancellable operating leases as of June 26, 2026, were as follows (in thousands):

2026 (excluding the six months ended June 26, 2026)$715
20271,041
2028475
2029174
2030 and thereafter-
Total lease payments2,405
Less imputed interest(232)
Total$2,173

As of June 26, 2026, the Company does not have any additional material operating leases that have not yet commenced.

  1. Credit Facility

The Company had a credit agreement with Bank of America, N.A. (the "Credit Agreement"), which provided for borrowings up to $100.0 million pursuant to a revolving line of credit which had a maturity date of November 7, 2027 (the "Existing Credit Facility").

As of June 26, 2026, the Company had$81.0 million of outstanding debt, excluding$0.1 million of deferred debt costs, which will be amortized over the remaining life of the Existing Credit Facility. As of December 26, 2025, the Company had $76.0 million of outstanding debt, excluding $0.2 million of deferred debt costs.

As of June 26, 2026, the applicable margin percentage was 1.75% per annum for the Secured Overnight Financing Rate ("SOFR"), and 1.0% per annum, for the base rate. As of June 26, 2026, the interest rate on the Company's outstanding debt wasutilizing the SOFR margin percentage. As of June 26, 2026, the interest rate on the Company's outstanding debt was 5.5%, utilizing the SOFR margin percentage. The interest rate of the commitment fee as of June 26, 2026 was 0.250%. Interest payments are made monthly.

The Company is subject to certain covenants, including total consolidated leverage, fixed cost coverage and liquidity requirements, each as set forth in the Credit Agreement, subject to certain exceptions. As of June 26, 2026, the Company was in compliance with all covenants.

The obligations of the Company under the Amended Credit Agreement are guaranteed by existing and future wholly-owned material domestic subsidiaries of the Company (the "Guarantors") and are secured by substantially all of the existing and future property and assets of the Company and the Guarantors.

The interest rates per annum applicable to loans under the Credit Facility will be, at the Company's option, equal to either a base rate or a Term SOFR rate, in each case, plus an applicable margin percentage. The applicable margin percentage is determined from time to time under the Amended Credit Agreement based on a consolidated leverage ratio, and ranges from 1.375% to 2.250% per annum in the case of Term SOFR advances and from 0.375% to 1.250% per annum in the case of base rate advances. The initial applicable margin percentage is 1.625% per annum in the case of Term SOFR rate advances, and 0.625% per annum in the case of base rate advances. A commitment fee is also payable on unused commitments of the Credit Facility, and varies between 0.125% and 0.375% per annum depending on a consolidated leverage ratio, with the initial level being 0.225% per annum.

The Amended Credit Agreement contains customary representations, warranties, indemnities and affirmative and negative covenants. The negative covenants include, among others, certain limitations on the ability to: incur liens and indebtedness; consummate mergers, consolidations or asset sales; make guarantees and investments; and pay dividends or distributions in respect of the Company's shares. In addition, the Amended Credit Agreement contains financial covenants that require the Company to

  1. Credit Facility (continued)

maintain, on a consolidated basis (i) a consolidated fixed charge coverage ratio of at least 1.50 to 1.00, and (ii) a consolidated leverage ratio of not more than 3.50 to 1.00, in each case as calculated in accordance with the Amended Credit Agreement.

The Amended Credit Agreement also includes customary events of default, including, among others, the failure to make payments under the Credit Facility when due, bankruptcy, certain judgments, breaches of representations and warranties, breaches of covenants and the occurrence of certain events, including cross default to other indebtedness of the Company and its subsidiaries.

  1. Stock Based Compensation

Restricted Stock Units

On September 16 and September 17, 2024, the Company granted its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and certain other Company leaders performance-based restricted stock units, in the amounts of 786,885,413,115,72,000, and 607,350, respectively. In connection with the awards, the annual equity incentive award opportunities for the recipients during the performance period of the awards will be reduced by 50% compared to the annual equity incentive award opportunities in the Company’s executive compensation program for 2024. The awards are split into three equal tranches with each tranche having its own market condition and service condition. The market condition is met when the Company’s stock price reaches a certain share price hurdle fortwenty consecutive trading days during the performance period from the grant date through December 31, 2028. The share price hurdles are $30, $40, and $50 for the first, second, and third tranches, respectively. Additionally, the service condition is met if the employee is employed on the first, second, and third anniversary of the grant date for the first tranche, second tranche, and third tranche, respectively.

Furthermore, if the second or third tranches are not met during the performance period, and the volume weighted average of the Company’s stock price falls between two share price hurdles for over 20 consecutive trading days immediately prior to the end of the performance period, the employee will vest in an interpolated amount of the next tranche.

The Company used a Monte Carlo valuation model to determine the fair value of the three tranches as of the grant date. The Monte Carlo valuation model, using different share price paths, calculates a derived service period which is the median share price path on which the market condition is satisfied for each tranche. The requisite service period was determined to be service conditions as the service conditions are greater than the derived service period. For each of the three tranches, stock compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as incurred. If an employee forfeits nonvested shares subsequent to meeting a service condition, the previously recognized expense is not reversed. If an employee forfeits nonvested shares prior to meeting the service condition, the previously recognized expense is reversed.

As of June 26, 2026 and June 27, 2025, the market and service conditions for the first tranche had been met and the service conditions were met and as such, the shares were vested and were included in the Company's basic shares outstanding for the period. The first tranche vested 626,450 shares in September 2025, which included shares that were withheld to satisfy tax obligations. As of December 26, 2025 and June 26, 2026, the market conditions for the second and third tranche had not been met and the shares had not vested, therefore shares were not included in the Company's basic or dilutive shares outstanding. The stock price award program non-cash stock compensation expense was $1.6 million and $2.7 million for the quarter and six months ended June 26, 2026, respectively. As of June 26, 2026, there was $3.4 million of total unrecognized non-cash stock based compensation expense which is expected to be recognized over a weighted average period of 1.0 year.

  1. Stock Based Compensation (continued)

The following tables summarize information about the Company’s stock price award program awards described above:

Award Summary
Tranche · Grant Date Fair Value · Share Price Vesting Conditions · Underlying Share # · Contractual Service Period · Derived Service Period
September 16, 2024 · September 17, 2024 · Both Grant Dates · September 16, 2024 · September 17, 2024 · Both Grant Dates · September 16, 2024 · September 17, 2024
1$21.26$22.85>$30pershare424,000202,4501 year0.60 years0.46 years
2$14.96$16.31>$30to<$40pershare424,000202,4502 years2.00 years1.86 years
3$9.93$11.03>$40to<$50pershare424,000202,4503 years2.71 years2.60 years

The following table summarizes the fair value assumption utilized in the Monte Carlo valuation model to calculate fair value:

Grant DateVolatilityRisk Free Interest RateDividend Yield
September 16, 202429.5%3.38%1.70%
September 17, 202429.5%3.41%1.65%

During the quarter and six months ended June 26, 2026, the Company issued 22,502 and 464,615 restricted stock units, respectively, at a weighted average grant date fair value of $11.11 and $13.67 per share, respectively. As of June 26, 2026, the Company had 2,256,004 restricted stock units outstanding at a weighted average grant date fair value of $23.65 per share. As of June 26, 2026, $19.8 million of total restricted stock unit non-cash stock based compensation expense related to unvested awards and including the stock price award program awards discussed above, had not been recognized and is expected to be recognized over a weighted average period of approximately 2.0 years.

Forfeitures for all of the Company’s outstanding equity awards are recognized as incurred.

  1. Shareholders’ Equity

Treasury Stock and Tender Offer

On July 30, 2002, the Company announced that its Board of Directors approved the repurchase of the Company’s common stock through its share repurchase program. Since the inception of the repurchase plan, the Board of Directors has approved the repurchase of $373.8 million of the Company’s common stock. As of June 26, 2026, the Company had affected cumulative purchases under the plan of$355.7 million, leaving $18.1 million available for future purchases.

In December 2025, the Company completed a tender offer through which 2.0 million shares were accepted for purchase for a total cost, inclusive of transaction related fees, of $41.3 million, or $20.29 per share, which represented approximately 7% of the Company's issued and outstanding stock at the time. The Company used $40.0 million in borrowings from its Existing Credit Facility and cash on hand to fund the tender offer.

During the quarter and six months ended June 26, 2026, the Company repurchased 372 thousand shares and 584 thousand shares, respectively, on the open market and from members of the Company's Board of Directors at an average price per share of $10.56 and $11.81, respectively, for a total cost of $3.9 million and $6.9 million, respectively. This includes the Company's repurchase of 7 thousand shares from members of its Board of Directors at an average price per share of $15.22 for a total cost of $0.1 million during the six months ended June 26, 2026.

There is no expiration of the Company's repurchase authorization. Under the repurchase plan, the Company may buy back shares of its outstanding stock either on the open market or through privately negotiated transactions, subject to market conditions

  1. Shareholders’ Equity (continued)

and trading restrictions. The Company holds repurchased shares of its common stock as treasury stock and accounts for treasury stock under the cost method.

Shares purchased under the repurchase plan do not include shares withheld to satisfy withholding tax obligations. These withheld shares are never issued and in lieu of issuing the shares, taxes were paid on the employee’s behalf. During the quarter and six months ended June 26, 2026, the Company withheld and did not issue 5 thousand shares and 125 thousand shares, respectively, for a cost of $57 thousand and $1.7 million, respectively. During the quarter and six months ended June 27, 2025, the Company withheld and did not issue 3 thousand shares and 177 thousand shares, respectively, for a cost of $88 thousand and $5.6 million, respectively. The shares withheld for taxes are included under issuance of common stock in the accompanying consolidated statements of shareholders’ equity.

Dividend Program

During the six months ended June 26, 2026, the Company declared two quarterly dividend to its shareholders for an aggregate of$6.0 million, which were paid in April 2026 and July 2026. These dividends were paid from U.S. domestic sources and are accounted for as a decrease to retained earnings. Subsequent to June 26, 2026, the Company declared its third quarter dividend in fiscal year 2026 to be paid in October 2026.

  1. Transactions with Related Parties

During the six months ended June 26, 2026, the Company repurchased 7 thousand shares of its common stock from members of its Board of Directors for $0.1 million, or $15.22 per share.

  1. Litigation

The Company is involved in legal proceedings, claims, and litigation arising in the ordinary course of business not specifically discussed herein. In the opinion of management, the final disposition of such matters will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

  1. Segment Information and Geographical Data

The Company has organized its operating and internal reporting structure to align with its primary market solutions. In accordance with ASC 280, the Company determined it hasthree operating segments andthree reportable segments: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s strategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AI Enablement practices; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. The SAP Solutions reportable segment is the only segment that contains software-related revenue.

The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer ("CEO"), reviews the financial information presented for purposes of allocating resources and evaluating segment financial performance. The CODM primarily uses revenue before reimbursement generated by the segment, cost of sales, gross margin, selling, general and administrative costs and contribution margin as a measure of profitability for each of its segments as these measures provide a comprehensive view of the segments’ financial performance. The measurement criteria for segment contribution is substantially the same for each reportable segment, excluding any unusual or infrequent items, if any. Unallocated costs include corporate costs related to the administrative functions that are performed in a centralized manner and that are not attributable to a particular segment, depreciation and amortization expense, interest expense, non-cash compensation expense and any non-recurring transactions. Segment information related to assets has been omitted as the CODM does not receive discrete financial information regarding assets at the segment level. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

  1. Segment Information and Geographical Data (continued)

The tables below set forth information about the Company’s operating segments for the quarter and six months ended June 26, 2026 and June 27, 2025, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements (in thousands):

Quarter EndedSix Months Ended
June 26,June 27,June 26,June 27,
2026202520262025
Global S&BT:
Revenue before reimbursements*$35,589$43,611$71,959$86,253
Cost of sales19,05122,76039,14845,086
Gross margin16,53820,85132,81141,167
Selling, general and administrative costs7,4377,86314,63715,395
Segment contribution9,10112,98818,17425,772
Oracle Solutions:
Revenue before reimbursements*$15,317$20,494$30,765$40,890
Cost of sales9,55113,93120,14927,626
Gross margin5,7666,56310,61613,264
Selling, general and administrative costs1,5752,1122,8624,447
Segment contribution4,1914,4517,7548,817
SAP Solutions:
Revenue before reimbursements*$17,436$13,524$33,461$26,717
Cost of sales9,5637,71318,41514,851
Gross margin7,8735,81115,04611,866
Selling, general and administrative costs2,2851,9194,4953,723
Segment contribution5,5883,89210,5518,143
Total Company:
Total segment contribution margin18,88021,33136,47942,732
Items not allocated to segment level:
Corporate general and administrative expenses**4,9765,2488,78810,902
Non-cash stock based compensation expense***2,1382,8144,5345,579
Stock price award program compensation expense***1,6435,1422,73910,285
Acquisition-related cash compensation (reversal) expense****-308(64)616
Acquisition-related non-cash stock based compensation (reversal) expense****4721,765(1,541)3,530
Acquisition-related costs-194-387
Restructuring costs*****492-2,448-
Depreciation expense1,1481,0342,3132,059
Amortization expense299231614376
Interest expense, net1,2113662,219568
Income before taxes$6,501$4,229$14,429$8,430

*Revenue before reimbursements excludes reimbursable expenses, which are project travel-related expenses passed through to a client with no associated operating margin.

  1. Segment Information and Geographical Data (continued)

**Corporate general and administrative expenses primarily include costs related to business support functions including accounting and finance, human resources, legal, information technology and office administration, as well as any foreign currency gains and losses. Corporate general and administrative expenses exclude one-time, non-recurring expenses and benefits, which are disaggregated in the above table.

***See Note 7.

****Reversal of performance-based accruals related to the LeewayHertz acquisition.

*****Restructuring costs are not allocated to the segments. See Note 12.

The tables below set forth information on the Company's geographical data. Total revenue, which is primarily based on the country of the contracting entity, was attributed to the following geographical areas (in thousands):

Quarter EndedSix Months Ended
June 26,June 27,June 26,June 27,
2026202520262025
United States$56,213$62,697$112,011$126,708
Europe (U.K., Germany, France, Switzerland and Spain)7,3118,85815,14517,213
Other (Australia, Canada, India and Uruguay)5,8047,34410,96912,843
Total revenue$69,328$78,899$138,125$156,764

Long-lived assets are attributable to the following geographic areas (in thousands):

June 26,December 26,
20262025
Long-lived assets:
United States$103,200$102,894
Europe (U.K., Germany, Spain and Netherlands)15,81315,848
Other (Australia, Canada, India and Uruguay)2,7542,022
Total long-lived assets$121,767$120,764

The domestic long-lived assets above include the LeewayHertz and Spend Matters intangible assets of $2.6 million. See Note 1 for additional information. As of June 26, 2026 and December 26, 2025, foreign assets included $14.8 million and $15.1 million, respectively, of goodwill related to acquisitions, of which $13.8 million and $14.1 million, respectively, were attributed to the U.K..

  1. Restructuring Costs

During the quarter and six months ended June 26, 2026, the Company incurred restructuring costs of $0.5 million and $2.4 million, respectively, as a result of its continued pivot of its business to Gen AI. The costs were employee related costs, as the Company reduced staff to be commensurate with current market demand and the leverage the Company’s Gen AI delivery platforms are expected to have on the Company's service offerings.

The following table sets forth the activity in the restructuring expense accrual (in thousands):

Employee- Related
Costs
Accrual balance at December 27, 2024$—
Restructuring costs3,112
Cash paid(2,229)
Accrual balance at December 26, 2025$883
Restructuring costs1,956
Cash paid(776)
Accrual balance at March 27, 2026$2,063
Restructuring costs492
Cash paid(802)
Accrual balance at June 26, 2026$1,753
  1. Subsequent Event

On August 3, 2026, the Company amended and restated its credit agreement in order to extend the maturity date of the Credit Facility and provide the Company with an additional $25 million in borrowing capacity resulting in aggregate borrowing capacity of up to $125 million. See Note 6 for more information.

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