[Form 4] RESOURCES CONNECTION, INC. Insider Trading Activity

Rhea-AI Filing Summary

Neil F. Dimick, a director of Resources Connection, Inc. (RGP), reported acquiring 929 phantom stock units on 09/26/2025 that are dividend equivalents tied to previously awarded phantom shares under the Directors Deferred Compensation Plan. Each phantom share is economically equivalent to one share of common stock and will be paid in cash to Mr. Dimick upon his separation from service per his election under the plan. The filing shows 68,682 shares of common stock beneficially owned following the transaction and reports the acquisition with a $0.0 per-unit price notation. The Form 4 was signed on 09/29/2025 by Rebecca Cottrell on behalf of Mr. Dimick.

Insights

Corporate Governance Expert

TL;DR: Director received cash-settled dividend-equivalent phantom shares, increasing disclosed beneficial ownership without issuing new common shares.

The Form 4 documents a routine grant of 929 dividend-equivalent phantom shares under the Directors Deferred Compensation Plan. These phantom units mirror common shares economically but are payable in cash on separation, so they do not immediately dilute equity or change voting power. The disclosure is timely and specific, listing post-transaction beneficial ownership of 68,682 common shares. This is a standard director compensation mechanism aligning pay with shareholder returns while preserving capital structure.

Compensation Analyst

TL;DR: Compensation design uses phantom stock dividend equivalents to reward directors; payout is cash-settled upon separation.

The entry clarifies these 929 units are accrued dividend equivalents on previously awarded phantom shares, not a new equity grant. Pricing marked as $0.0 reflects that these are adjustments to deferred compensation rather than market purchases. For plan accounting and cash-flow planning, the company and the director will recognize a contingent cash obligation payable at separation. The filing contains necessary specifics for investors to assess director compensation mechanics but provides no valuation or payout schedule beyond the stated terms.

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^*

DIMICK NEIL 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: Neil Dimick	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 RGP director Neil F. Dimick acquire on 09/26/2025?

He acquired 929 phantom stock units recorded as dividend equivalents under the Directors Deferred Compensation Plan.

Are the 929 phantom shares convertible to common stock for RGP (ticker: RGP)?

No. The filing states each phantom share is the economic equivalent of one common share and will be paid in cash upon separation, not converted into stock.

How many common shares does Neil Dimick beneficially own after the transaction?

The Form 4 reports 68,682 shares of common stock beneficially owned following the reported transaction.

What price was reported for the phantom shares on the Form 4?

The filing lists a price of $0.0 per phantom share, reflecting that these are dividend-equivalent accruals under the plan.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 09/29/2025, executed by Rebecca Cottrell on behalf of Neil Dimick.