Retention deal for Resources Connection (RGP) executive Jennifer Ryu

Rhea-AI Filing Summary

Resources Connection, Inc. approved a new retention agreement for executive Jennifer Ryu to support leadership continuity. The agreement provides three retention cash payments of $125,000 each, scheduled for July 31, 2026, January 31, 2028, and January 31, 2029, conditioned on her continued employment through each date.

If Ms. Ryu is terminated without cause and signs a general release, or if a Change in Control Event occurs under the Company’s 2020 Performance Incentive Plan, she will receive any remaining unpaid retention amounts. The agreement includes a cut-back mechanism to avoid Section 4999 excise taxes rather than a Company-paid tax gross-up.

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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): February 6, 2026

RESOURCES CONNECTION, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

0-32113

33-0832424

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

RGP

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

On February 6, 2026, Resources Connection, Inc. (the “Company”) entered into a Retention Agreement with Jennifer Ryu (the “Retention Agreement”) in order to support leadership continuity and the ongoing success of the Company. The Retention Agreement provides for a retention payment of $125,000 to be paid to Ms. Ryu on each of July 31, 2026, January 31, 2028 and January 31, 2029, subject to Ms. Ryu’s continued employment by the Company through the applicable payment date. If Ms. Ryu’s employment is terminated by the Company without Cause (as such term is defined in the Employment Agreement between Ms. Ryu and the Company), subject to Ms. Ryu providing a general release of claims in favor of the Company, Ms. Ryu will be entitled to receive the remaining unpaid portion of the retention payments. In addition, if a Change in Control Event occurs (as such term is defined in the Company’s 2020 Performance Incentive Plan), Ms. Ryu will be entitled to receive the remaining unpaid portion of the retention payments. The Retention Agreement provides that, should benefits payable to Ms. Ryu trigger excise taxes under Section 4999 of the Internal Revenue Code, Ms. Ryu will either be entitled to the full amount of her benefits or, if a cut-back in the benefits would result in greater net (after-tax) benefit to Ms. Ryu, the benefits will be cut-back to the extent necessary to avoid such excise taxes. The Retention Agreement does not provide for a Company tax “gross-up” payment to make Ms. Ryu whole for any such taxes.

The foregoing summary of the Retention Agreement is qualified in its entirety by reference to the full text of the Retention Agreement, which is attached hereto as Exhibit 10.1, and is incorporated in this Item 5.02 by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
10.1						Retention Agreement between the Company and Jennifer Ryu, dated as of February 6, 2026.
104						Cover 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: February 9, 2026			By:			/s/ ROGER CARLILE
						Roger Carlile
						President and Chief Executive Officer

FAQ

What executive retention agreement did Resources Connection (RGP) approve?

Resources Connection approved a retention agreement with executive Jennifer Ryu that grants three cash payments of $125,000 each. These are scheduled for July 31, 2026, January 31, 2028, and January 31, 2029, and require her continued employment through each respective payment date.

How much will Jennifer Ryu receive under the Resources Connection retention agreement?

The agreement provides three separate retention payments of $125,000 each to Jennifer Ryu. Payments are scheduled for July 31, 2026, January 31, 2028, and January 31, 2029. Each payment is contingent on her remaining employed by Resources Connection through the applicable payment date.

What happens to Jennifer Ryu’s retention payments if she is terminated without cause at RGP?

If Resources Connection terminates Jennifer Ryu’s employment without cause and she provides a general release of claims, she becomes entitled to the remaining unpaid retention payments. This accelerates the balance of the scheduled $125,000 installments that would otherwise be paid on future specified dates.

How does a Change in Control affect Jennifer Ryu’s retention payments at Resources Connection?

If a Change in Control Event occurs under Resources Connection’s 2020 Performance Incentive Plan, Jennifer Ryu becomes entitled to any remaining unpaid retention payments. This means the balance of the $125,000 installments would be payable instead of continuing solely on the original scheduled dates.

Does the Resources Connection retention agreement include an excise tax gross-up for Jennifer Ryu?

The agreement does not provide an excise tax gross-up. Instead, if her benefits trigger Section 4999 excise taxes, she will either receive the full benefits or have them reduced, depending on which alternative yields a higher net after-tax benefit to her.

Where can investors find the full text of the RGP retention agreement with Jennifer Ryu?

The full retention agreement between Resources Connection and Jennifer Ryu is filed as Exhibit 10.1 to the report. The company’s summary is expressly qualified by reference to that exhibit, which contains the complete contractual terms and detailed definitions used in the arrangement.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 38.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB