Barrett Business (BBSI) EVP gets stock award, withholds shares for tax

Rhea-AI Filing Summary

BARRETT BUSINESS SERVICES INC executive reports stock award and tax withholding. EVP, General Counsel & Secretary James R. Potts acquired 6,350 shares of common stock on February 23, 2026 through a grant of performance shares that vested on that date at no stated purchase price. On the same day, 2,745 shares were disposed of to cover tax withholding obligations, based on a price of $30.92 per share. After these transactions, Potts directly owned 35,640 shares of Barrett Business Services common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Potts James R

(Last) (First) (Middle)

8100 NE PARKWAY DRIVE

SUITE 200

(Street)

VANCOUVER WA 98662

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BARRETT BUSINESS SERVICES INC [ BBSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Gen Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		A		6,350(1)	A	$0.00	38,385	D
Common Stock	02/23/2026		F		2,745(2)	D	$30.92	35,640	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Performance shares vested as of February 23, 2026.

2. Disposed to Cover Tax- Reflects the number of shares withheld for taxes.

Remarks:

	/s/ Anthony Harris, as attorney-in-fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did BBSI executive James R. Potts report on this Form 4?

James R. Potts reported two transactions involving Barrett Business Services common stock. He received 6,350 shares through a vested performance share award, and 2,745 shares were withheld and disposed of to satisfy tax obligations related to that equity award.

How many BBSI shares did James R. Potts acquire in the latest Form 4 filing?

James R. Potts acquired 6,350 shares of Barrett Business Services common stock. The shares came from performance shares that vested on February 23, 2026, and were recorded with a transaction price of $0.00 per share, consistent with equity incentive awards.

Why were some BBSI shares disposed of in James R. Potts’ Form 4?

The 2,745 shares shown as disposed were withheld to cover taxes. According to the filing, the disposition reflects shares withheld for tax liabilities tied to the vesting of performance shares, at a reference price of $30.92 per share.

What is James R. Potts’ BBSI share ownership after these insider transactions?

After the reported transactions, James R. Potts directly owned 35,640 shares of Barrett Business Services common stock. This figure reflects both the 6,350-share performance award vesting and the 2,745 shares withheld to satisfy associated tax withholding requirements.

What do the transaction codes A and F mean in the BBSI Form 4 for James R. Potts?

Code A indicates a grant, award, or other acquisition of shares, here tied to vested performance shares. Code F indicates shares disposed of to pay an exercise price or tax liability, matching the withholding of 2,745 shares for tax obligations in this filing.