STOCK TITAN

Resources Connection (Nasdaq: RGP) revenue falls to $452M in fiscal 2026

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Resources Connection, Inc. reported Q4 and full-year fiscal 2026 results. Fourth quarter revenue was $106.1 million, down from $139.3 million, with gross margin of 37.6%. The quarter produced a net loss of $16.1 million, an improvement from a $73.3 million loss a year earlier.

For fiscal 2026, revenue was $452.0 million versus $551.3 million, while gross margin held at 37.5%. The company recorded a net loss of $40.6 million, better than the $191.8 million loss in fiscal 2025, and generated Adjusted EBITDA of $5.0 million.

As of May 30, 2026, cash and cash equivalents were $82.4 million. The company was not in compliance with all financial covenants under its prior credit facility, which was terminated and replaced on July 15, 2026 with a new revolving credit facility of up to $30.0 million tied to eligible receivables.

Positive

  • Net loss narrowed significantly to $40.6 million for fiscal 2026 from $191.8 million in fiscal 2025, reflecting reduced non-recurring charges and cost savings.
  • Underlying operating costs improved, with Adjusted SG&A decreasing 10.8% to $164.1 million from $184.1 million year over year.

Negative

  • Revenue declined 18.0% year over year to $452.0 million, driven by softer demand and lower billable hours across key segments.
  • Profitability weakened on an adjusted basis, as Adjusted EBITDA fell to $5.0 million from $23.5 million, and Q4 Adjusted EBITDA turned slightly negative.
  • Covenant non-compliance under the prior credit facility led to its termination and replacement with a smaller, $30.0 million asset-based revolver.

Filing Explained

The July 15 secured facility offers up to $30.0 million, but borrowing-base limits determine actual availability; no fiscal 2026 shares were repurchased.

This Form 8-K reports the completed fiscal year ended May 30, 2026 and confirms that the secured revolving facility entered July 15, 2026 is in place; for common holders, it records a dividend and no fiscal 2026 repurchase activity.

The facility provides secured revolving-loan capacity of up to $30.0 million, but usable availability is the lesser of that ceiling and a borrowing base tied to eligible receivables, unbilled receivables, and reserves. The disclosed maximum is therefore not a committed or drawn amount.

The company paid a $0.07-per-share dividend, totaling $2.4 million, on June 19, 2026; no shares were repurchased during fiscal 2026, leaving $79.2 million authorized for future repurchases.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q4 2026 revenue $106.1 million Fourth quarter fiscal 2026 revenue versus $139.3 million in Q4 2025
FY 2026 revenue $452.0 million Full-year fiscal 2026 revenue compared with $551.3 million in fiscal 2025
FY 2026 net loss $40.6 million Net loss for the year ended May 30, 2026; margin of 9.0%
Q4 2026 net loss $16.1 million Fourth quarter fiscal 2026 net loss; margin of 15.1%
FY 2026 Adjusted EBITDA $5.0 million Adjusted EBITDA for fiscal 2026 with margin of 1.1%
Cash and cash equivalents $82.4 million Cash and cash equivalents balance as of May 30, 2026
New revolving credit facility $30.0 million Maximum availability under new secured revolving credit facility entered July 15, 2026
Annual dividend per share $0.28 Total cash dividends declared per common share in fiscal 2026
Adjusted EBITDA financial
"Excluding these items, Adjusted EBITDA was $(0.6) million (margin of (0.6%)"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
same-day constant currency revenue financial
"Full year revenue was $452.0 million... or a decrease of 18.0% (or 17.4% on a same-day constant currency basis)"
restructuring costs financial
"Both fiscal quarters contained a number of non-run-rate items, including restructuring costs and executive separation costs"
Restructuring costs are the immediate expenses a company incurs when reorganizing operations, such as closing facilities, laying off staff, breaking leases, or consolidating divisions. Investors care because these upfront outlays can lower short-term profits but may reduce future running costs or improve efficiency—like paying to renovate a house to make it cheaper to maintain—so they signal whether near-term earnings are being affected and what benefits might follow.
valuation allowances financial
"losses in certain domestic and foreign jurisdictions did not result in a tax benefit due to the existence of valuation allowances"
A valuation allowance is an accounting reserve companies set against expected future tax benefits when they doubt those benefits will be realized. Think of it like discounting a coupon you might not be able to use: it reduces the reported value of future tax savings on the balance sheet. For investors, increases or decreases in this allowance signal management’s view of future profitability and can materially change reported earnings and equity.
reductions in force financial
"decrease in employee compensation and benefits costs following the reductions in force in fiscal 2025 and fiscal 2026"
credit facility financial
"the Company was not in compliance with all financial covenants under its credit facility"
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
Offering Type earnings

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FAQ

How did RGP (Resources Connection, Inc.) perform financially in Q4 fiscal 2026?

RGP reported Q4 2026 revenue of $106.1 million, down from $139.3 million a year earlier, with gross margin of 37.6%. The quarter generated a net loss of $16.1 million, improved from a $73.3 million loss in Q4 2025.

What were RGP (RGP) full-year fiscal 2026 results?

For fiscal 2026, RGP generated revenue of $452.0 million versus $551.3 million in fiscal 2025. The company posted a net loss of $40.6 million, a substantial improvement from a $191.8 million loss in the prior year.

How did RGP’s Adjusted EBITDA change in fiscal 2026?

RGP reported Adjusted EBITDA of $5.0 million in fiscal 2026, compared with $23.5 million in fiscal 2025. In Q4 2026, Adjusted EBITDA was $(0.6) million, reflecting weaker revenue and non-recurring costs despite cost-reduction initiatives.

What is RGP’s liquidity and new credit facility position as of May 2026?

As of May 30, 2026, RGP held $82.4 million of cash and cash equivalents. After breaching covenants on its prior facility, the company entered a new revolving credit facility up to $30.0 million on July 15, 2026, secured by receivables.

Did RGP (RGP) remain profitable in any segment in Q4 2026?

Segment Adjusted EBITDA in Q4 2026 was positive for On-Demand Talent ($3.1M), Consulting ($2.3M), Europe & Asia Pacific ($0.4M), and Outsourced Services ($2.1M), but corporate unallocated costs drove consolidated Adjusted EBITDA slightly negative at $(0.6) million.

What dividend did RGP pay to shareholders in fiscal 2026?

RGP paid a quarterly dividend of $0.07 per share on June 19, 2026 and declared $0.28 per share in dividends for the full fiscal year, continuing its cash return policy despite reporting a net loss.
0001084765FALSE00010847652026-07-222026-07-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 22, 2026
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware0-3211333-0832424
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
No.)
15950 North Dallas Parkway, Suite 330, Dallas, Texas, 75248
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (214) 777-0600
(Former Name or Former Address, if Changed Since Last Report)
________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.01 per shareRGP
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02    Results of Operations and Financial Condition.

On July 22, 2026, Resources Connection, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended May 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this current report on Form 8-K, as well as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
Press Release entitled “Resources Connection Reports Financial Results for Fourth Quarter and Full Fiscal 2026,” issued July 22, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RESOURCES CONNECTION, INC.
Date: July 22, 2026By:/s/ ROGER CARLILE
Roger Carlile
President and Chief Executive Officer





Resources Connection Reports Financial Results for Fourth Quarter and Full Fiscal Year 2026

DALLAS, Texas, July 22, 2026 – Resources Connection, Inc. (Nasdaq: RGP) (the “Company”), a professional services firm, today announced its financial results for its fourth quarter and full fiscal year ended May 30, 2026.

Fourth Quarter Fiscal 2026 Highlights Compared to Prior Year Quarter:

Revenue of $106.1 million compared to $139.3 million
Gross margin of 37.6% compared to 40.2%
Selling, General and Administrative (“SG&A”) expenses of $54.6 million compared to $50.6 million
Adjusted SG&A expenses, a non-GAAP measure, improved to $40.5 million compared to $46.2 million
Net loss improved to $16.1 million (net loss margin of 15.1%) up from net loss of $73.3 million (net loss margin of 52.6%)
GAAP diluted loss per common share improved to $0.47, up from $2.23
Adjusted EBITDA, a non-GAAP measure, of $(0.6) million (Adjusted EBITDA margin of (0.6%) compared to $9.8 million (Adjusted EBITDA margin of 7.1%)

Full Fiscal Year 2026 Highlights Compared to Prior Year:

Revenue of $452.0 million compared to $551.3 million
Gross margin of 37.5% compared to 37.6%
SG&A expenses of $202.8 million compared to $202.0 million
Adjusted SG&A expenses, a non-GAAP measure, of $164.1 million compared to $184.1 million, an improvement of 10.8%
Net loss improved to $40.6 million (net loss margin of 9.0%) compared to net loss of $191.8 million (net loss margin of 34.8%)
GAAP diluted loss per common share improved to $1.21 compared to $5.80
Adjusted EBITDA of $5.0 million (Adjusted EBITDA margin of 1.1%) compared to $23.5 million (Adjusted EBITDA margin of 4.3%)

Management Commentary

“Consistent with the prior quarter, fourth quarter results were aligned with our outlook for revenue, gross margin, and run rate SG&A expense,” said Roger Carlile, Chief Executive Officer. “Market conditions also remain broadly consistent to the third quarter with our North America and Asia markets performing as expected while Europe exhibited some weakness. As a result, our priorities continue to be refocusing our On-Demand Talent segment offerings, scaling our Consulting segment, pursuing AI as both a client-service and an internal opportunity, streamlining how we operate and aligning our cost structure with our revenue levels. In the fourth quarter, we made additional focused investments to support these priorities, and we continue to expect these and prior quarter investments to drive revenue growth as they mature through an anticipated ramp-up period.”




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Fourth Quarter Fiscal 2026 Results

Revenue in the fourth quarter of fiscal 2026 was $106.1 million compared to $139.3 million in the fourth quarter of fiscal 2025. On a same-day constant currency basis, revenue was down 18.3% compared to the prior year quarter. The Company continues to experience softer demand in traditional operational accounting skills in our On-Demand Talent segment and longer sales cycle for projects in our Consulting segment. Billable hours decreased 20.9%, partially attributable to one less week in the fourth quarter of fiscal 2026 compared to the prior year quarter as well as the sale of Sitrick, LLC ("Sitrick"), the Company's crisis communication business, on May 2, 2026. The average bill rate declined by 3.6% (3.9% on a constant currency basis) due to a shift in revenue mix towards regions with lower average bill rates. Average bill rate in the U.S continued to show steady improvement over the prior year.

Gross margin in the fourth quarter of fiscal 2026 was 37.6% compared to 40.2% in the fourth quarter of fiscal 2025. While pay bill ratio improved by 31 basis points, lower consultant utilization and negative operating leverage continued to impact gross margin.

GAAP SG&A expenses for the fourth quarter of fiscal 2026 were $54.6 million, or 51.5% of revenue, compared to $50.6 million, or 36.3% of revenue for the fourth quarter of fiscal 2025. The $4.0 million increase in SG&A expenses year-over-year was primarily attributed to $4.6 million of severance and stock-based compensation expense incurred in connection with the Company's sale of Sitrick, $3.2 million of severance and stock based compensation costs associated with the separation of the Company's former COO, and a $2.4 million loss on the sale of Sitrick. These increases were offset by a $2.4 million decrease in employee compensation and benefits costs following the reductions in force in fiscal 2025 and fiscal 2026 in connection with the Company's restructuring and transformation initiatives, a $1.5 million decrease in costs associated with the internal use of consultants, a $0.7 million decrease in restructuring costs related to our restructuring activities in the fourth quarter of fiscal 2025, a $0.6 million decrease in occupancy expenses, a $0.6 million decrease in professional services fees, and a $0.5 million decrease related to other general and administrative costs due to our efforts to achieve an improved cost structure.

Income tax expense for the fourth quarter of fiscal 2026 was $0.6 million, or an effective tax rate of 3.7%, compared to an income tax expense of $8.0 million, or an effective tax rate of 12.2% for the fourth quarter of fiscal 2025. The income tax expense for the fourth quarter of fiscal 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 expense for the fourth quarter of fiscal 2025 was primarily attributed to the permanent disallowance of a portion of the goodwill impairment for tax purposes and the establishment of a valuation allowance on the Company's domestic net deferred tax assets.

Net loss for the fourth quarter of fiscal 2026 was $16.1 million (net loss margin of 15.1%), compared to net loss of $73.3 million (net loss margin of 52.6%) in the prior year quarter. Both fiscal quarters contained a number of non-run-rate items, including restructuring expenses, executive separation costs and costs in connection with the sale of Sitrick in the fourth quarter of fiscal 2026, a goodwill impairment charge, and technology transformation costs in the fourth quarter of fiscal 2025. Excluding these items, Adjusted EBITDA was $(0.6) million (margin of (0.6%) in the fourth quarter of fiscal 2026 compared to $9.8 million (margin of 7.1%) in the prior year quarter.

Full Fiscal Year 2026 Results

Full year revenue was $452.0 million in fiscal 2026 compared to $551.3 million a year ago, or a decrease of 18.0% (or 17.4% on a same-day constant currency basis). Billable hours decreased 17.5% and the average bill rate decreased 0.9% (1.5% on a constant currency basis) during fiscal 2026 compared to fiscal 2025. The decline in billable hours was primarily attributable to softer demand for traditional operational accounting skills within our On-Demand Talent segment as clients continue to adopt AI and automation as well as longer sales cycle for more complex projects within our Consulting segment. While the enterprise average bill rate declined year over year driven by a shift in revenue mix towards regions with lower average bill rates, average bill rate in the U.S. improved by 2.4%, reflecting our continued focus on value based pricing and increased pricing power within our consulting segment as we expand our service capabilities to deliver more impactful solutions.

Gross margin for fiscal 2026 remained relatively flat at 37.5% for fiscal 2026 compared to 37.6% in the prior year. Despite a 70 basis points improvement in pay bill ratio, the benefit was offset by negative operating leverage associated with lower revenue.

SG&A expense was $202.8 million in fiscal 2026 compared to $202.0 million in fiscal 2025. The $0.8 million increase in SG&A expenses year-over-year was primarily attributed to $12.2 million of costs associated with the separation of the Company's former CEO and former COO, and $4.6 million of severance and stock-based compensation expense incurred in connection with the sale of Sitrick, a $3.4 million gain on the sale of the Irvine office building during fiscal 2025 with no comparable activity occurring during fiscal 2026, a $3.4 million increase in restructuring charges primarily related to an additional RIF in fiscal 2026, and a $2.4 million
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loss on the sale of Sitrick. These increases were largely offset by a $9.5 million decrease in employee compensation and benefits costs following the reduction in force in fiscal 2025 and most recently in connection with the October RIF and the January RIF, a $5.5 million decrease in technology transformation costs primarily associated with the completion of our North America technology implementation during fiscal 2025, a $3.3 million decrease in costs associated with the internal use of consultants that supported various internal business initiatives, a $1.8 million decrease in travel related expenses, a $1.6 million decrease in occupancy expenses, a $1.0 million decrease in acquisition costs a $0.9 million decrease in variable employee compensation as a result of financial performance, a $0.9 million decrease in professional services fees, and a $0.8 million decrease related to other general and administrative costs due to our efforts to achieve an improved cost structure.


The Company recorded an income tax expense of $2.5 million (effective tax rate of 6.4%) for the year ended May 30, 2026 compared to income tax benefit of $4.3 million (effective tax rate of 2.2%) for the year ended May 31, 2025. The income tax expense in fiscal 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 fiscal 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 domestic and United Kingdom net deferred tax assets.

Fourth Quarter Fiscal 2026 Segment Revenue Results

On-Demand Talent – Revenue in the On-Demand Talent segment was $40.4 million in the fourth quarter of fiscal 2026 compared to $53.0 million in the fourth quarter of fiscal 2025, reflecting a decrease of 23.7% (or 18.0% on a same day constant currency basis). Billable hours decreased 24.6%, partially offset by an increase in the average bill rate of 1.3% (or 1.0% on a constant currency basis). The Company continued to experience reduced demand in traditional finance roles as clients increasingly adopt AI and automation although the market for on-demand resourcing has shown signs of stabilization in the fourth quarter. Additionally, revenue for the fourth quarter of fiscal 2026 reflected 13 weeks of billable activity, compared to 14 weeks in the fourth quarter of fiscal 2025. The Company remains focused on evolving the skillset of on-demand talent base to align with changing market demand.

Consulting – Revenue in the Consulting segment was $36.6 million in the fourth quarter of fiscal 2026 compared to $51.0 million in the fourth quarter of fiscal 2025, reflecting a decrease of 28.1% (or 23.0% on a same day constant currency basis). Billable hours decreased 30.2%, partially offset by a 2.6% (or 2.0% on a constant currency basis) improvement in average bill rate. While recent demand for consulting in areas such as finance and digital transformation has been steady, larger and more complex consulting opportunities have taken longer to convert into revenue. Additionally, revenue for the fourth quarter of fiscal 2026 reflected 13 weeks of billable activity, compared to 14 weeks in the fourth quarter of fiscal 2025. The improvement in average bill rate reflects higher value consulting project and is also attributable to continued focus on pricing discipline.

Europe & Asia Pacific – Revenue in the Europe & Asia Pacific segment was $17.1 million in the fourth quarter of fiscal 2026 compared to $21.3 million in the fourth quarter of fiscal 2025, reflecting a 19.9% decrease (or 14.0% on a same day constant currency basis). The decline was primarily due to an 11.5% decrease in billable hours, partially affected by one less fiscal week in the fourth quarter of fiscal 2026 compared to the fourth quarter of fiscal 2025. The decrease in billable hours was also impacted by delays in project starts as clients continued to assess and align their internal priorities and processes. The average bill rate decreased 10.0% primarily reflecting a geographical revenue shift toward Asia Pacific, which tends to have a lower bill rate compared to Europe.

Outsourced Services – Revenue in the Outsourced Services segment was $10.3 million in the fourth quarter of fiscal 2026 compared to $11.3 million in the fourth quarter of fiscal 2025. On a same-day constant currency basis, revenue decreased 1.6% in the fourth quarter of fiscal 2026. Billable hours decreased 4.3% and the average bill rate declined 1.0% due to revenue mix in the quarter.

All Other – Revenue in the All Other segment was $1.6 million in the fourth quarter of fiscal 2026 compared to $2.8 million in the fourth quarter of fiscal 2025. The decrease is related to the sale of Sitrick on May 2, 2026.

Full Fiscal Year Segment Revenue 2026 Results

On-Demand Talent – Revenue in the On-Demand Talent segment declined by $37.2 million or 18.1% (17.3% on a constant currency basis), to $168.8 million during the year ended May 30, 2026 compared to $206.0 million during the year ended May 31, 2025 due primarily to a decrease of 19.8% in billable hours partially offset by a 2.1% (or 1.9% on a constant currency basis) increase in average bill rate.

The Company experienced softer demand in traditional accounting and finance roles as clients increasingly adopt AI and automation, although the market for on-demand resourcing showed signs of stabilization in the second half of the fiscal year. The Company
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remains focused on evolving the on-demand talent base and skillset to align with changing market demand. The improvement in average bill rate was the result of the Company’s continued focus on pricing discipline.

Consulting – Revenue in the Consulting segment declined by $59.4 million or 27.1% (26.5% on a constant currency basis), to $159.8 million during the year ended May 30, 2026 compared to $219.2 million during the year ended May 31, 2025. The decline was primarily due to a 31.0% decrease in billable hours, partially offset by a 5.7% (or 5.4% on a constant currency basis) increase in the average bill rate. The decline in billable hours reflected slower sale execution during the fiscal year coupled with longer sales cycles for consulting projects, while average bill rates continue to increase due to pricing discipline and higher value consulting projects.

Europe & Asia Pacific – Revenue in the Europe & Asia Pacific segment declined by $2.5 million or 3.2% (3.7% on a constant currency basis), to $75.1 million during the year ended May 30, 2026 compared to $77.6 million during the year ended May 31, 2025. The decline was primarily due to a 3.8% decrease in billable hours, partially offset by a 0.5% increase in the average bill rate. Adjusting for currency impact, average bill rate decreased by 1.8% year over year, reflecting pricing pressure in Europe.

Outsourced Services – Revenue in the Outsourced Services segment decreased by $0.4 million or 1.0% to $39.2 million during the year ended May 30, 2026 compared to $39.6 million during the year ended May 31, 2025. The decrease is primarily due to a 2.3% decrease in the average bill rate, partially offset by a 0.2% increase in billable hours.

All Other – Revenue in the All Other segment increased by $0.1 million or 1.7% to $9.1 million during the year ended May 30, 2026 compared to $8.9 million during the year ended May 31, 2025.

Cash Position and Capital Allocation

As of May 30, 2026, cash and cash equivalents totaled $82.4 million. As of May 30, 2026, the Company was not in compliance with all financial covenants under its credit facility. The Company terminated the current credit facility on July 13, 2026. On July 15, 2026, the Company entered into a new credit facility, which provides for secured revolving loans, available in an amount up to the lesser of $30.0 million and a borrowing base formula tied to eligible receivables and eligible unbilled receivables and subject to established reserves.

The Company generated $1.4 million in cash from operations during the year ended May 30, 2026 compared to cash provided by operations of $18.9 million during the year ended May 31, 2025, reflecting cash payments associated with a number of cost reduction actions in fiscal 2026.

The Company paid a quarterly dividend of $0.07 per share on June 19, 2026, or $2.4 million in the aggregate, to stockholders of record at the close of business on May 21, 2026. The Company's Board of Directors had previously approved stock repurchase programs that authorized the Company to purchase shares of the Company's common stock up to an aggregate dollar limit (the "Stock Repurchase Programs"). No shares of the Company's common stock were purchased under the Stock Repurchase Programs during the year ended May 30, 2026. During the year ended May 31, 2025, the Company purchased 1,382,820 shares of its common stock on the open market at an average price of $9.40 per share, for an aggregate total purchase price of approximately $13.0 million. As of May 30, 2026, approximately $79.2 million remained available for future repurchases of the Company’s common stock under the Stock Repurchase Programs.
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Conference Call Information

RGP will hold a conference call for analysts and investors at 5:00 p.m., ET, today, July 22, 2026. A live webcast of the call will be available on the Events section of the Company’s Investor Relations website. To access the call by phone, please go to this link (registration link), and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. A replay of the webcast will also be available for 30 days by visiting the Events section of the Company’s Investor Relations website.

About RGP

RGP (Nasdaq: RGP) has been redefining professional services for over 30 years by closing the gap between advice and execution. RGP combines the flexibility of on-demand talent, the rigor of consulting, and the accountability of managed services for faster impact, smarter investment, and lower risk. The firm partners with CFOs and other C-suite leaders across finance, digital transformation, data, and cloud—connecting advisory to execution at global scale.

Based in Dallas, Texas, with offices worldwide, RGP annually engages with nearly 1,500 clients around the world from approximately 35 physical practice offices and multiple virtual offices. As of May 2026, RGP is proud to have served 90% percent of the Fortune 100 and has been recognized by U.S. News & World Report (2025–2026 Best Companies to Work For) and Forbes (America’s Best Midsize Employers 2026, America's Best Management Consulting Firms 2025, World’s Best Management Consulting Firms 2025).

Resources Connection, Inc. (RGP) is listed on the Nasdaq Global Select Market, the exchange’s highest tier by listing standards. To learn more about RGP, visit: http://www.rgp.com.


Forward-Looking Statements

Certain statements in this press release are “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. These statements relate to expectations concerning matters that are not historical facts. 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” or “will” or the negative of these terms or other comparable terminology. In this press release, such statements include statements regarding market conditions, strategic and operational plans and priorities for our business offerings, our use of AI and alignment of our cost structure, and expectations about our ability to improve future financial results. Such statements and all phases of the Company’s 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 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 depression of our stock price, the operating and financial restrictions from our credit facility, risks related to the variable rate of interest in our credit facility, the possible impact of activist shareholders, the possibility that we are unable to or elect not to pay our quarterly dividend payment, our ability to establish and maintain effective
5





internal control over financial reporting, and other factors and uncertainties as are identified in our most recent Annual Report on Form 10-K for the year ended May 30, 2026, which will be filed on or around July 22, 2026 and our other public filings made with the Securities and Exchange Commission (File No. 0-32113). Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business or operating results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not intend, and undertakes no obligation, to update the forward-looking statements in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless required by law to do so.
6





RESOURCES CONNECTION, INC.
SUMMARY OF CONSOLIDATED FINANCIAL RESULTS
(In thousands, except per share amounts)

Three Months Ended
For the Years Ended
May 30,
May 31,
May 30,
May 31,
2026
2025
2026
2025
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Revenue
$
106,115
$
139,340
$
452,006
$
551,331
Cost of services
66,189
83,362
282,326
343,907
Gross profit
39,926
55,978
169,680
207,424
Selling, general and administrative expenses
54,631
50,620
202,791
202,024
Goodwill impairment
69,032
194,409
Amortization expense
746
1,419
3,829
5,880
Depreciation expense
310
402
1,325
1,868
Loss from operations
(15,761)
(65,495)
(38,265)
(196,757)
Interest income, net
(267)
(75)
(615)
(544)
Other (income) expense
3
(88)
493
(138)
Loss before income tax expense (benefit)
(15,497)
(65,332)
(38,143)
(196,075)
Income tax expense (benefit)
571
7,974
2,458
(4,295)
Net loss
$
(16,068)
$
(73,306)
$
(40,601)
$
(191,780)
Loss per common share:
Basic
$
(0.47)
$
(2.23)
$
(1.21)
$
(5.80)
Diluted
$
(0.47)
$
(2.23)
$
(1.21)
$
(5.80)
Weighted average number of common and common equivalent shares outstanding:
Basic
34,280
32,875
33,551
33,063
Diluted
34,280
32,875
33,551
33,063
Cash dividends declared per common share
$
0.07
$
0.07
$
0.28
$
0.49
Revenue by Segment
On-Demand Talent
$
40,413
$
52,962
$
168,796
$
205,976
Consulting
36,632
50,950
159,796
219,215
Europe & Asia Pacific
17,087
21,342
75,139
77,602
Outsourced Services
10,343
11,333
39,206
39,618
All Other
1,640
2,753
9,069
8,920
Total consolidated revenue
$
106,115
$
139,340
$
452,006
$
551,331
Cash dividend
Total cash dividends paid
$
2.392
$
4,631
$
9,395
$
18,646


7





RESOURCES CONNECTION, INC.
SELECTED BALANCE SHEET, CASH FLOW AND OTHER INFORMATION
(In thousands, except consultant headcount and average rates)

May 30,
May 31,
SELECTED BALANCE SHEET INFORMATION:
2026
2025
(Unaudited)
(Unaudited)
Cash and cash equivalents
$
82,372 
$
86,147 
Trade accounts receivable, net of allowance for credit losses
$
71,923 
$
99,210 
Total assets
$
257,399 
$
304,688 
Current liabilities
$
67,455 
$
75,402 
Total liabilities
$
87,625 
$
97,607 
Total stockholders’ equity
$
169,774 
$
207,081 
For the Years Ended
May 30,
May 31,
SELECTED CASH FLOW INFORMATION:
2026
2025
(Unaudited)
(Unaudited)
Cash flow -- operating activities
$
1,427 
$
18,899 
Cash flow -- investing activities
$
1,077 
$
(13,571)
Cash flow -- financing activities
$
(7,526)
$
(27,731)
For the Three Months Ended
May 30,
May 31,
SELECTED OTHER INFORMATION:
2026
2025
(Unaudited)
(Unaudited)
Agile consultant headcount - on assignment, during period
2,026 
2,445 
Salaried consultant headcount - average of period
389
438
Average bill rate (1)
$
121 
$
125 
Average pay rate (1)
$
56 
$
59 
Common shares outstanding, end of period
34,440 
33,075 

(1) Rates represent the weighted average bill rates and pay rates across the countries in which we operate. Such weighted average rates are impacted by the mix of our business across the geographies as well as fluctuations in currency rates.


8





RESOURCES CONNECTION, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except number of business days)

The following table discloses the Company’s average bill rate by segment for the last five quarters ended:

May 30,
2026
February 28,
2026
November 29,
2025
August 30,
2025
May 31,
2025
Average bill rate (1):
(Unaudited)
Consolidated bill rate
$
121
$
122
$
122
$
121
$
125
On-Demand Talent
$
145
$
146
$
143
$
140
$
143
Consulting
$
163
$
163
$
164
$
160
$
158
Europe & Asia Pacific
$
57
$
59
$
61
$
60
$
64
Outsourced Services
$
138
$
136
$
133
$
136
$
140

(1)Average bill rate is calculated by dividing total realized service revenue by the total number of billable hours.

Three Months Ended
For the Years Ended
Number of Business Days
May 30,
2026
May 31,
2025
May 30,
2026
May 31,
2025
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
On-Demand Talent (1)
64 
69 
252 
255 
Consulting (1)
64 
69 
252 
255 
Europe & Asia (2)
62 
66 
250 
254 
Outsourced Services (1)
64 
69 
252 
255 
All Other (1)
64 
69 
252 
255 


(1) This represents the number of business days in the U.S.

(2) The business days in international regions represent the weighted-average number of business days.
9





Non-GAAP Financial Measures
The Company uses certain non-GAAP financial measures to assess our financial and operating performance that are not defined by or calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”) to assess our financial and operating performance. 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. The following non-GAAP measures are presented in this press release:

Same-day constant currency revenue is adjusted for the following items:

oCurrency impact. In order to remove the impact of fluctuations in foreign currency exchange rates, the Company calculates 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.

oBusiness days impact. In order to remove the fluctuations caused by comparable periods having a different number of business days, the Company calculates 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 of the “Reconciliation of GAAP to Non-GAAP Financial Measures” table below.

EBITDA is calculated as net income (loss) before amortization expense, depreciation expense, interest and income taxes.

Adjusted EBITDA is calculated as EBITDA excluding stock-based compensation expense, amortized Enterprise Resource Planning (“ERP”) system costs, technology transformation costs, goodwill impairment, acquisition costs, gain on sale of assets, restructuring costs, executive transition costs, Sitrick transition costs, and other items management believes 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.

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue.

Adjusted diluted earnings (loss) per common share is calculated as diluted earnings (loss) per common share, excluding the per share impact of stock-based compensation expense, technology transformation costs, acquisition costs, goodwill impairment, gain on sale of assets, restructuring costs, CEO transition costs, and adjusted for the related tax effects of these adjustments.

Adjusted SG&A expense is calculated as SG&A expenses excluding stock-based compensation, amortized ERP system costs, technology transformation costs, acquisition costs, gain on sale of assets, restructuring costs, CEO transition costs, and other items management believes are not representative of the Company's core operations.

We believe the above-mentioned non-GAAP financial measures, which are used by management to assess the core performance of our Company, provide useful information and additional clarity of our operating results to our investors in their own evaluation of the core performance of our Company and facilitate a comparison of such performance from period to period. These 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 or other cash flow data prepared in accordance with GAAP for purposes of analyzing our revenue, profitability or liquidity. These measures should be considered in addition to, and not as a substitute for, revenue, net income (loss), earnings (loss) per share, cash flows or other measures of financial performance prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies, as other companies may calculate such financial results differently.
10





RESOURCES CONNECTION, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except number of business days)

Same-day Constant Currency Revenue by Segment - Year-over-Year Comparison

Three Months Ended
May 30,
2026
May 31,
2025
(Unaudited)
(Unaudited)
As reported (GAAP)
Currency impact
Business days impact
Same-day constant currency revenue
As reported (GAAP)
On-Demand Talent
$
40,413 
$
(138)
$
3,157 
$
43,432 
$
52,962 
Consulting
36,632 
(228)
2,804 
39,208 
50,950 
Europe & Asia Pacific
17,087 
23 
1,234 
18,344 
21,342 
Outsourced Services
10,343 
808 
11,151 
11,333 
All Other
1,640 
128 
1,768 
2,753 
Total Consolidated
$
106,115 
$
(343)
$
8,131 
$
113,903 
$
139,340 



For the Years Ended
May 30,
2026
May 31,
2025
(Unaudited)
(Unaudited)
As reported (GAAP)
Currency impact
Business days impact
Same-day constant currency revenue
As reported (GAAP)
On-Demand Talent
$
168,796 
$
(367)
$
2,009 
$
170,438 
$
205,976 
Consulting
159,796 
(541)
1,882 
161,137 
219,215 
Europe & Asia Pacific
75,139 
(1,717)
1,320 
74,742 
77,602 
Outsourced Services
39,206 
467 
39,672 
39,618 
All Other
9,069 
108 
9,177 
8,920 
Total Consolidated
$
452,006 
$
(2,625)
$
5,786 
$
455,166 
$
551,331 




11





RESOURCES CONNECTION, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts and percentages)

Adjusted EBITDA to Net Loss

Three Months Ended
Years Ended
May 30,
2026
% of Revenue (1)
May 31,
2025
% of Revenue (1)
May 30,
2026
% of Revenue (1)
May 31,
2025
% of Revenue (1)
Adjusted EBITDA:
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
On-Demand Talent
$
3,072
7.6%
$
6,385
12.1%
$
14,415
8.5%
$
17,116
8.3%
Consulting
2,323
6.3%
8,328
16.3%
13,502
8.4%
31,718
14.5%
Europe & Asia Pacific
374
2.2%
1,930
9.0%
3,470
4.6%
4,478
5.8%
Outsourced Services
2,085
20.2%
3,148
27.8%
7,568
19.3%
7,581
19.1%
All Other
(215)
(13.1)%
(118)
(4.3)%
(519)
(5.7)%
(1,838)
(20.6)%
Unallocated items (2)
(8,256)
(9,843)
(33,390)
(35,598)
Consolidated Adjusted EBITDA
(617)
9,830
5,046
23,457
Adjustments:
Stock-based compensation expense
(1,419)
(1,337)
(6,356)
(6,754)
Amortized ERP system costs (3)
(703)
(678)
(2,807)
(1,287)
Technology transformation costs (4)
(5,474)
Acquisition costs (5)
(449)
(465)
(1,667)
(2,763)
Goodwill impairment (6)
(69,032)
(194,409)
Gain on sale of assets (7)
3,420
Restructuring costs (8)
(1,175)
(1,904)
(8,446)
(5,061)
Executive transition costs (9)
(3,203)
(12,232)
Sitrick transaction related costs (10)
(7,142)
(7,142)
Amortization expense
(746)
(1,419)
(3,829)
(5,880)
Depreciation expense
(310)
(402)
(1,325)
(1,868)
Interest income, net
267
75
615
544
Loss before income tax expense (benefit)
(15,497)
(65,332)
(38,143)
(196,075)
Income tax expense (benefit)
(571)
(7,974)
(2,458)
4,295
Net loss
$
(16,068)
$
(73,306)
$
(40,601)
$
(191,780)


12





Adjusted Diluted Loss per Common Share - Three Months Ended May 30, 2026 and May 31, 2025

Three Months Ended
May 30,
% of
May 31,
% of
Adjusted EBITDA
2026
Revenue (1)
2025
Revenue (1)
Net loss
$
(16,068)
(15.1)
%
$
(73,306)
(52.6)
%
Adjustments:
Amortization expense
746
0.7
1,419
1.0
Depreciation expense
310
0.3
402
0.3
Interest income, net
(267)
(0.3)
(75)
(0.1)
Income tax expense
571
0.5
7,974
5.7
EBITDA
(14,708)
(13.9)
(63,586)
(45.6)
Stock-based compensation expense
1,419
1.3
1,337
1.0
Amortized ERP system costs (3)
703
0.7
678
0.5
Technology transformation costs (4)
Acquisition costs (5)
449
0.4
465
0.3
Goodwill impairment (6)
69,032
49.5
Restructuring costs (8)
1,175
1.1
1,904
1.4
Executive transition costs (9)
3,203
3.0
Sitrick transaction related costs (10)
7,142
6.7
Adjusted EBITDA
$
(617)
(0.6)
%
$
9,830
7.1
%
Adjusted Diluted (Loss) Earnings per Common Share
Diluted earnings per common share, as reported
$
(0.47)
$
(2.23)
Stock-based compensation expense
0.04
0.04
Amortized ERP system costs (3)
0.02
0.02
Technology transformation costs (4)
Acquisition costs (5)
0.01
0.01
Goodwill impairment (6)
2.10
Restructuring costs (8)
0.03
0.06
Executive transition costs (9)
0.09
Sitrick related transaction costs (10)
0.21
Income tax impact of adjustments (11)
0.16
Adjusted diluted (loss) earnings per common share (12)
$
(0.07)
$
0.16

















13









Adjusted Diluted Loss per Common Share - For the Years Ended May 30, 2026 and May 31, 2025

For the Years Ended
May 30,
% of
May 31,
% of
Adjusted EBITDA
2026
Revenue (1)
2025
Revenue (1)
Net loss
$
(40,601)
(9.0)
%
$
(191,780)
(34.8)
%
Adjustments:
Amortization expense
3,829
0.8
5,880
1.1
Depreciation expense
1,325
0.3
1,868
0.3
Interest income, net
(615)
(0.1)
(544)
(0.1)
Income tax (benefit) expense
2,458
0.5
(4,295)
(0.8)
EBITDA
(33,604)
(7.5)
(188,871)
(34.3)
Stock-based compensation expense
6,356
1.4
6,754
1.2
Amortized ERP system costs (3)
2,807
0.6
1,287
0.2
Technology transformation costs (4)
5,474
1.0
Acquisition costs (5)
1,667
0.4
2,763
0.5
Goodwill impairment (6)
194,409
35.3
Gain on sale of assets (7)
(3,420)
(0.6)
Restructuring costs (8)
8,446
1.9
5,061
0.9
Executive transition costs (9)
12,232
2.7
Sitrick related transaction costs (10)
7,142
1.6
Adjusted EBITDA
$
5,046
1.1
%
$
23,457
4.3
%
Adjusted Diluted (Loss) Earnings per Common Share
Diluted loss per common share, as reported
$
(1.21)
$
(5.80)
Stock-based compensation expense
0.19
0.20
Amortized ERP system costs (3)
0.08
0.04
Technology transformation costs (4)
0.17
Acquisition costs (5)
0.05
0.08
Goodwill impairment (6)
5.88
Gain on sale of assets (7)
(0.10)
Restructuring costs (8)
0.25
0.15
Executive transition costs (9)
0.36
Sitrick related transaction costs (10)
0.21
Income tax impact of adjustments (11)
(0.39)
Adjusted diluted (loss) earnings per common share (12)
$
(0.06)
$
0.23


14





SG&A Expenses to Run Rate SG&A Expenses

Three Months Ended
Twelve Months Ended
May 30,
2026
May 31,
2025
May 30,
2026
May 31,
2025
(Unaudited)
SG&A expenses
$
54,631
$
50,620
$
202,791
$
202,024
Stock-based compensation expense
(1,419)
(1,337)
(6,356)
(6,754)
Amortized ERP system costs (3)
(703)
(678)
(2,807)
(1,287)
Technology transformation costs (4)
(5,474)
Acquisition costs (5)
(449)
(465)
(1,667)
(2,763)
Gain on sale of assets (7)
3,420
Restructuring costs (8)
(1,175)
(1,904)
(8,446)
(5,061)
Executive transition costs (9)
(3,203)
(12,232)
Sitrick transaction related costs (10)
(7,142)
(7,142)
Run rate SG&A expenses
$
40,540
$
46,236
$
164,141
$
184,105


(1) The percentage of revenue may not foot due to rounding.

(2) Unallocated items are generally comprised of unallocated corporate administrative costs, including management and board compensation, corporate support function costs and other general corporate costs that are not allocated to segments.

(3) 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.

(4) Technology transformation costs represent costs included in net loss related to the Company’s initiative to upgrade its technology platform globally, including a cloud-based ERP system and talent acquisition and management systems. Such costs primarily include hosting and certain other software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized.

(5) Acquisition costs primarily represent costs included in net loss related to the Company’s business acquisition of Reference Point. These costs include transaction bonuses, cash retention bonus accruals, and fees paid to the Company's broker, legal counsel, and other professional services firms.

(6) Goodwill impairment charges recognized during the year ended May 31, 2025 were related to the On-Demand Talent, Consulting and Europe & Asia Pacific segments.

(7) Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.

(8) Restructuring costs during the three and twelve months ended May 30, 2026 include employee termination costs incurred in the reductions in force, impairment of right-of-use asset, and non-recurring third-party consulting costs associated with the Company's transformation initiative to redesign and streamline our operating model to achieve a reduced cost structure during fiscal 2026. Restructuring costs during the three and twelve months ended May 31, 2025 related to the Company's global cost reduction plan, including a reduction in force authorized in each of December 2024 and May 2025.

(9) Executive transition costs for the three months ended May 30, 2026 represent non-recurring costs incurred in connection with the separation of the Company's former COO. These costs include $1.7 million of cash severance and $1.5 million of non-cash stock compensation expense reflecting the acceleration of equity awards pursuant to ASC 718. Costs for the twelve months ended May 30, 2026 represent non-recurring costs incurred in connection with the separation of both the Company's former CEO and former COO. These costs include $7.6 million of cash severance and $4.6 million of non-cash stock compensation expense reflecting the acceleration of equity awards pursuant to ASC 718.

(10) Sitrick transaction related costs represent $4.1 million of severance expense incurred in connection with the sale of Sitrick, $2.4 million of loss on the sale of Sitrick, consisting of a $1.5 million non-cash impairment on right-of-use assets and a $0.9 million loss, and $0.6 million of non-cash stock compensation expense reflecting the acceleration of equity awards.

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(11) The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates. An adjusted effective income tax rate has been determined for each period presented by applying the statutory income tax rate, net of adjustments for valuation allowances, where applicable, which was used to compute Adjusted Net Income for the periods presented. For the three and twelve months ended May 30, 2026, due to the existence of tax valuation allowances, the tax impact of the pre-tax adjustments is immaterial. For the three and twelve months ended May 31, 2025, the tax impact of the pre-tax adjustments was primarily due to goodwill impairment charges, with no valuation allowance to offset the tax effects of the adjustment.

(12) Adjusted diluted (loss) earnings per common share is based on weighted average diluted shares outstanding of 34,555,848 and 32,875,061 for the three months ended May 30, 2026 and May 31, 2025, respectively and 33,851,701 and 33,063,317 for the twelve months ended May 30, 2026 and May 31, 2025, respectively.



Analyst Contact:
Jennifer Ryu
Chief Financial Officer
(US+) 1-714-430-6500
jennifer.ryu@rgp.com

Media Contact:
Pat Burek
Financial Profiles
(US+) 1-310-622-8244
pburek@finprofiles.com
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Filing Exhibits & Attachments

4 documents