Resources Connection (RGP) Director Reports 929 Phantom Shares Accrual

Rhea-AI Filing Summary

Resources Connection director Robert F. Kistinger reported on Form 4 that 929 phantom stock units were acquired on 09/26/2025 as dividend-equivalent accruals under the company's Directors Deferred Compensation Plan. Each phantom share is economically equivalent to one share of common stock and will be paid in cash upon the director's separation from service according to his election under the plan. After this accrual, the reporting person beneficially owns 68,682 common shares (direct ownership). The filing was signed on 09/29/2025.

Positive

• Transparency: The filing clearly discloses director compensation accruals and updated beneficial ownership.
• No dilution: The award is phantom stock settled in cash, so no additional common shares were issued.

Negative

• Deferred cash obligation: The company has an accrued cash payment obligation tied to these phantom units upon director separation.
• Limited immediate insight: The filing does not disclose timing of potential payout beyond separation-from-service election.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation accrual with no immediate equity dilution or exercise price.

The Form 4 documents an administrative accrual of 929 phantom stock units for a company director under the Directors Deferred Compensation Plan. Phantom units are cash-settled and represent economic exposure without issuing new shares, so there is no immediate dilution to shareholders. The units vest/payable upon separation as elected, which is a common mechanism to defer compensation for directors. This disclosure is standard and does not indicate a change in control, material transaction, or insider sale.

Securities Analyst

TL;DR: Non-cash accrual increases reported beneficial ownership modestly; no purchase price reported.

The transaction is coded as an acquisition of phantom stock units with a $0.0 price shown, reflecting dividend-equivalent accruals rather than a cash purchase. Beneficial ownership reported at 68,682 shares post-accrual provides transparency on the director's economic interest. This is a routine disclosure under Section 16 and is unlikely to be material to RGP's near-term valuation absent larger insider selling or corporate events.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KISTINGER ROBERT F

(Last) (First) (Middle)

15950 NORTH DALLAS PARKWAY

SUITE 330

(Street)

DALLAS TX 75248

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RESOURCES CONNECTION, INC. [ RGP ]

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	09/26/2025		A		929		(1)	(1)	Common Stock	929	$0.0	68,682	D

Explanation of Responses:

1. Represents dividend equivalent phantom shares accrued on previously awarded phantom shares in accordance with the terms of the Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of common stock. These shares of phantom stock will become payable in cash to the reporting person upon separation from service as a director in accordance with the reporting person's election under the Directors Deferred Compensation Plan.

	By: /s/ Rebecca Cottrell For: Robert Kistinger	09/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

FAQ

What did Robert F. Kistinger report on Form 4 for RGP?

He reported acquisition of 929 phantom stock units on 09/26/2025, recorded as dividend-equivalent accruals under the Directors Deferred Compensation Plan.

How many RGP shares does the reporting person own after this transaction?

The filing states the reporting person beneficially owns 68,682 common shares following the reported transaction.

Will these phantom shares dilute RGP common stock?

No. The units are phantom stock and are cash-settled equivalents of common shares, so no new common stock was issued.

When will the phantom units be paid out?

The filing indicates they will be paid in cash upon separation from service in accordance with the reporting person's election under the plan.

What price was paid for the phantom units?

The Form 4 shows a price of $0.0, reflecting that these were dividend-equivalent accruals rather than a cash purchase.