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Resources Connection (Nasdaq: RGP) sets $30M revolver and reshapes board classes

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8-K

Rhea-AI Filing Summary

Resources Connection, Inc. entered into a new Revolving Credit, Guaranty and Security Agreement on July 15, 2026 with PNC Bank, National Association, as agent, and other lenders. The secured revolving credit facility provides loans up to the lesser of $30 million and a borrowing base tied to eligible receivables and eligible unbilled receivables, including a $5 million standby letter of credit sublimit and a $15 million swing loan sublimit. An uncommitted option permits increases of up to an additional $20 million before the third anniversary of closing, not more than twice during the term. The facility matures on July 15, 2031, is secured by substantially all assets of the company and its domestic subsidiaries, and bears interest at Term SOFR plus 1.75%–2.25% or an Alternate Base Rate plus 0.75%–1.25%, depending on Consolidated EBITDA, with customary fees, covenants, and events of default.

In anticipation of this facility, the company terminated its July 2, 2025 Credit Agreement with Bank of America, N.A. effective July 13, 2026. The board also reclassified director terms on July 10, 2026, moving Roger Carlile from Class III to Class II solely to better balance the three director classes, with his board service deemed uninterrupted.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit facility size $30 million Maximum revolving loans available, subject to borrowing base tied to eligible receivables
Standby letter of credit sublimit $5 million Portion of the revolving facility available for standby letters of credit
Swing loan sublimit $15 million Portion of the revolving facility available for swing loans
Uncommitted expansion option up to $20 million Optional increase in revolving commitments before the third anniversary of closing
Facility maturity July 15, 2031 Scheduled maturity date of the revolving credit facility
Term SOFR margin range 1.75% to 2.25% Interest margin over Term SOFR, based on Consolidated EBITDA
Alternate Base Rate margin range 0.75% to 1.25% Interest margin over the Alternate Base Rate, based on Consolidated EBITDA
Revolving Credit, Guaranty and Security Agreement financial
"entered into a Revolving Credit, Guaranty and Security Agreement (the “Credit Facility”)"
Term SOFR financial
"Borrowings under the Credit Facility will bear interest at a rate per annum of either, at the Company’s election, (i) Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Alternate Base Rate financial
"or (ii) the Alternate Base Rate (as defined in the Credit Facility), plus a margin"
fixed charge coverage ratio financial
"financial covenants to maintain a certain fixed charge coverage ratio and a certain minimum liquidity"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
minimum liquidity financial
"financial covenants to maintain a certain fixed charge coverage ratio and a certain minimum liquidity"
Minimum liquidity is the smallest amount of cash or easily sold assets an organization or market needs to meet immediate bills and allow normal buying and selling — like a household’s emergency fund that covers rent and groceries. Investors care because if liquidity falls below this level, a company may miss payments, be forced to sell assets at bad prices, or see its shares become hard to trade, all of which raise risk and can hurt returns.
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FAQ

What new credit facility did Resources Connection (RGP) enter into in July 2026?
Resources Connection entered into a Revolving Credit, Guaranty and Security Agreement on July 15, 2026 with PNC Bank as agent and other lenders. It provides a secured revolving credit facility governed by borrowing base availability, customary covenants, and standard events of default.

How large is Resources Connection’s (RGP) new revolving credit facility and what are its sublimits?
The facility allows secured revolving loans up to the lesser of $30 million and a receivables-based borrowing base. It includes a $5 million standby letter of credit sublimit and a $15 million swing loan sublimit within the overall revolving commitment.

What expansion option does RGP have under the new credit facility?
Resources Connection has an uncommitted option to increase revolving commitments by up to an additional $20 million any time before the third anniversary of the closing date. The company may not increase the facility more than two times during its term.

What are the interest rate terms on Resources Connection’s (RGP) new credit facility?
Borrowings bear interest, at the company’s election, at Term SOFR plus 1.75%–2.25% or an Alternate Base Rate plus 0.75%–1.25%. The applicable margin depends on the company’s Consolidated EBITDA, and additional customary facility fees also apply.

When does Resources Connection’s (RGP) new credit facility mature and what secures it?
The revolving credit facility is scheduled to mature on July 15, 2031. Obligations are secured by substantially all assets of Resources Connection, Inc. and its domestic subsidiaries, subject to customary terms and the borrowing base structure tied to receivables.

Which prior credit agreement did RGP terminate, and why was director Roger Carlile reclassified?
On July 13, 2026, Resources Connection terminated its 2025 Credit Agreement with Bank of America, N.A. Separately, on July 10, 2026, director Roger Carlile moved from Class III to Class II solely to equalize membership across the board’s three director classes.
0001084765FALSE00010847652026-07-102026-07-10

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 10, 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 1.01    Entry into a Material Definitive Agreement.

On July 15, 2026 (the “Closing Date”), Resources Connection, Inc. (the “Company”), Resources Connection LLC, and the Company’s other domestic subsidiaries entered into a Revolving Credit, Guaranty and Security Agreement (the “Credit Facility”) with the financial institutions party thereto (the “Lenders”), and PNC Bank, National Association, as agent for the Lenders. The Credit Facility provides for secured revolving loans, available in an amount up to the lesser of $30 million and a borrowing base formula tied to eligible receivables and eligible unbilled receivables and subject to established reserves, which includes a $5 million sublimit for the issuance of standby letters of credit and a $15 million sublimit for swing loans. The Credit Facility also includes an uncommitted option at any time prior to the third anniversary of the Closing Date to increase the amount of the revolving loans up to an additional $20 million; provided that the Company may not increase the Credit Facility more than two times during the term of the Credit Facility. The proceeds of the Credit Facility may be used to pay fees and expenses in connection with the transaction, provide for the Company’s working capital needs and reimburse drawings under letters of credit, finance a portion of future capital expenditures, and finance permitted dividends and distributions. The Credit Facility is scheduled to mature July 15, 2031.

The obligations under the Credit Facility are secured by substantially all assets of the Company and the Company’s domestic subsidiaries.

Borrowings under the Credit Facility will bear interest at a rate per annum of either, at the Company’s election, (i) Term SOFR (as defined in the Credit Facility) plus a margin ranging from 1.75% to 2.25% or (ii) the Alternate Base Rate (as defined in the Credit Facility), plus a margin of 0.75% to 1.25%, in either case, with the applicable margin depending on the Company’s Consolidated EBITDA (as defined in the Credit Facility). The Company is also obligated to pay other customary facility fees for a credit facility of this size and type.

The Credit Facility contains customary covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to incur liens, incur indebtedness, make certain dividends and distributions, merge or consolidate and make dispositions of assets and financial covenants to maintain a certain fixed charge coverage ratio and a certain minimum liquidity. Upon the occurrence of an event of default under the Credit Facility, the lenders may cease making loans, terminate the Credit Facility, and declare all amounts outstanding to be immediately due and payable. The Credit Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults.

The foregoing description of the Credit Facility is subject to, and qualified in its entirety by, the full text of the Credit Facility, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 1.02.     Termination of Material Definitive Agreement.

In anticipation of the entry into the Credit Facility, on July 13, 2026 the Company terminated that certain Credit Agreement, dated as of July 2, 2025, by and among, the Company, Resources Connection LLC, the Company’s other domestic subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (as amended, the “2025 Credit Agreement”). The material terms of the 2025 Credit Agreement were previously disclosed in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 7, 2025.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2026, the Board of Directors (the “Board”) of the Company completed a process to reclassify the membership of the Board’s three Director classes in order to achieve a more equal apportionment of membership among the three


Director classes. Accordingly, effective July 10, 2026, Roger Carlile, a member of the Board, resigned from his position as a Class III Director (with a term expiring at the Company’s 2027 Annual Meeting of Stockholders), subject to and conditioned upon his immediate reappointment as a Class II Director (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders). The Board accepted Mr. Carlile’s resignation and immediately reappointed him as a Class II Director with a term expiring at the 2026 Annual Meeting of Stockholders. It is anticipated that Mr. Carlile will be re-nominated for election as a Class II Director at the 2026 Annual Meeting of Stockholders, with a term expiring at the 2029 Annual Meeting of Stockholders. The resignation and reappointment of Mr. Carlile was effected solely for the purpose of achieving a more equal apportionment of membership among the Board’s three classes of Directors, and for all other purposes, Mr. Carlile’s service on the Board is deemed to have continued uninterrupted.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
10.1
Revolving Credit, Guaranty and Security Agreement, dated as of July 15, 2026, by and among, Resources Connection, Inc. and Resources Connection LLC, as borrowers, Veracity Consulting Group, LLC and Reference Point LLC, as guarantors, the financial institutions party thereto as lenders, and PNC Bank, National Association, as agent for the lenders.
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 16, 2026By:/s/ JENNIFER Y. RYU
Jennifer Y. Ryu
Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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