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Barrett (NASDAQ: BBSI) EVP reports RSU grants, vesting and tax withholding moves

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BARRETT BUSINESS SERVICES INC EVP Gen Counsel & Secretary James R. Potts reported routine equity compensation activity involving Restricted Stock Units (RSUs) and related tax withholding, with no open-market buying or selling.

On July 1, 2026, Potts exercised or converted equity awards into a total of 11,508 shares of common stock and had 4,531 shares withheld at $37.73 per share to cover tax liabilities. After these transactions, he directly held 34,265 shares of common stock. He also received new RSU grants, including 8,693 and 803 units, each representing a contingent right to one share of common stock, with vesting schedules running from July 1, 2023 through July 1, 2031. The filing describes these as grants and vesting events settled in unrestricted shares on each vesting date, reflecting ongoing compensation rather than discretionary trading.

Positive

  • None.

Negative

  • None.
Insider Potts James R
Role EVP Gen Counsel & Secretary
Type Security Shares Price Value
Exercise Restricted Stock Units 428 $0.00 --
Exercise Restricted Stock Units 3,696 $0.00 --
Exercise Restricted Stock Units 3,256 $0.00 --
Exercise Restricted Stock Units 2,299 $0.00 --
Exercise Restricted Stock Units 1,829 $0.00 --
Grant/Award Restricted Stock Units 803 $0.00 --
Grant/Award Restricted Stock Units 8,693 $0.00 --
Exercise Common Stock 428 $0.00 --
Exercise Common Stock 3,696 $0.00 --
Exercise Common Stock 3,256 $0.00 --
Exercise Common Stock 2,299 $0.00 --
Exercise Common Stock 1,829 $0.00 --
Tax Withholding Common Stock 169 $37.73 $6K
Tax Withholding Common Stock 1,455 $37.73 $55K
Tax Withholding Common Stock 1,282 $37.73 $48K
Tax Withholding Common Stock 905 $37.73 $34K
Tax Withholding Common Stock 720 $37.73 $27K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 34,265 shares (Direct)
Footnotes (1)
  1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. The Restricted Stock Units vest in one installment on July 1, 2026, and will be settled by delivery of unrestricted shares of common stock on the vesting date. The Restricted Stock Units vest in four annual installments beginning July 1, 2023, and will be settled by delivery of unrestricted shares of common stock on the vesting date. The Restricted Stock Units vest in four annual installments beginning July 1, 2024, and will be settled by delivery of unrestricted shares of common stock on the vesting date. The Restricted Stock Units vest in four annual installments beginning July 1, 2025, and will be settled by delivery of unrestricted shares of common stock on the vesting date. The Restricted Stock Units vest in four annual installments beginning July 1, 2026, and will be settled by delivery of unrestricted shares of common stock on the vesting date. The Restricted Stock Units vest in one installment on July 1, 2031, and will be settled by delivery of unrestricted shares of common stock on the vesting date The Restricted Stock Units vest in four annual installments beginning July 1, 2027, and will be settled by delivery of unrestricted shares of common stock on the vesting date.
Tax-withholding shares 4,531 shares at $37.73 Shares withheld for tax obligations on July 1, 2026
Options/awards exercised 11,508 shares Exercise or conversion of derivative securities on July 1, 2026
Common shares held 34,265 shares Direct BBSI common stock holdings after transactions
RSU grant 8,693 units New Restricted Stock Units granted on July 1, 2026
Additional RSU grant 803 units Additional Restricted Stock Units granted on July 1, 2026
Tax-withholding transactions 5 entries, 4,531 shares Code F dispositions for tax liability payment
Exercise transactions 5 entries, 11,508 shares Code M exercises or conversions into common stock
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Exercise or conversion of derivative security financial
"Exercise or conversion of derivative security."
grant, award, or other acquisition financial
"Grant, award, or other acquisition."
vesting in annual installments financial
"The Restricted Stock Units vest in four annual installments beginning July 1, 2025, and will be settled by delivery of unrestricted shares."
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FAQ

What insider transactions did BBSI executive James R. Potts report?

James R. Potts reported RSU-related exercises and tax-withholding dispositions, not market trades. He converted awards into 11,508 common shares and had 4,531 shares withheld at $37.73 to satisfy tax obligations as part of his equity compensation.

Did James R. Potts buy or sell BBSI shares on the open market?

He did not report any open-market buys or sells. All reported code F transactions are shares withheld at $37.73 for taxes, and code M transactions reflect exercises or conversions of equity awards into common stock under existing compensation plans.

How many BBSI shares does James R. Potts hold after these transactions?

Following the reported transactions, James R. Potts directly holds 34,265 shares of BBSI common stock. This figure reflects his position after exercising equity awards and having some shares withheld to cover associated tax liabilities on July 1, 2026.

What new RSU grants did BBSI award to James R. Potts?

He received new Restricted Stock Unit grants of 8,693 and 803 units, each convertible into one BBSI common share. These RSUs vest on schedules beginning July 1, 2026 and July 1, 2027, with settlement in unrestricted shares upon each vesting date.

How are James R. Potts’s RSUs in BBSI structured and settled?

Each RSU represents a right to one BBSI common share, vesting in single or annual installments. Footnotes state vested RSUs are settled by delivering unrestricted common shares on the vesting date, with schedules running from July 1, 2023 through July 1, 2031.

What does the tax-withholding code F mean in this BBSI Form 4?

Code F indicates shares withheld to pay exercise price or taxes, not open-market sales. Potts had 4,531 BBSI shares withheld at $37.73 as tax-withholding dispositions tied to his equity award exercises and RSU vesting, per the transaction descriptions.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 WASHINGTON 98662

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BARRETT BUSINESS SERVICES INC [ BBSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP Gen Counsel & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026M428A$0.0034,265D
Common Stock07/01/2026M3,696A$0.0037,961D
Common Stock07/01/2026M3,256A$0.0041,217D
Common Stock07/01/2026M2,299A$0.0043,516D
Common Stock07/01/2026M1,829A$0.0045,345D
Common Stock07/01/2026F169D$37.7345,176D
Common Stock07/01/2026F1,455D$37.7343,721D
Common Stock07/01/2026F1,282D$37.7342,439D
Common Stock07/01/2026F905D$37.7341,534D
Common Stock07/01/2026F720D$37.7340,814D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/01/2026M428 (2) (2)Common Stock428$0.000.00D
Restricted Stock Units(1)07/01/2026M3,696 (3) (3)Common Stock3,696$0.000.00D
Restricted Stock Units(1)07/01/2026M3,256 (4) (4)Common Stock3,256$0.003,256D
Restricted Stock Units(1)07/01/2026M2,299 (5) (5)Common Stock2,299$0.004,596D
Restricted Stock Units(1)07/01/2026M1,829 (6) (6)Common Stock1,829$0.005,486D
Restricted Stock Units(1)07/01/2026A803 (7) (7)Common Stock803$0.00803D
Restricted Stock Units(1)07/01/2026A8,693 (8) (8)Common Stock8,693$0.008,693D
Explanation of Responses:
1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
2. The Restricted Stock Units vest in one installment on July 1, 2026, and will be settled by delivery of unrestricted shares of common stock on the vesting date.
3. The Restricted Stock Units vest in four annual installments beginning July 1, 2023, and will be settled by delivery of unrestricted shares of common stock on the vesting date.
4. The Restricted Stock Units vest in four annual installments beginning July 1, 2024, and will be settled by delivery of unrestricted shares of common stock on the vesting date.
5. The Restricted Stock Units vest in four annual installments beginning July 1, 2025, and will be settled by delivery of unrestricted shares of common stock on the vesting date.
6. The Restricted Stock Units vest in four annual installments beginning July 1, 2026, and will be settled by delivery of unrestricted shares of common stock on the vesting date.
7. The Restricted Stock Units vest in one installment on July 1, 2031, and will be settled by delivery of unrestricted shares of common stock on the vesting date
8. The Restricted Stock Units vest in four annual installments beginning July 1, 2027, and will be settled by delivery of unrestricted shares of common stock on the vesting date.
Remarks:
/s/ Anthony Harris, as attorney-in-fact07/02/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)