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

Rhea-AI Filing Summary

Marco von Maltzan, a director of Resources Connection, Inc. (RGP), reported the accrual of 861 dividend-equivalent phantom shares under the companys Directors Deferred Compensation Plan following a transaction dated 09/26/2025. Each phantom share is the economic equivalent of one share of common stock and will be paid in cash to the reporting person upon separation from service in accordance with his election under the plan. After this accrual, the reporting persons beneficial ownership of common stock (direct) is reported as 63,663 shares.

Positive

• Accrual disclosed transparently: The filing clearly reports 861 dividend-equivalent phantom shares and explains payout mechanics.
• Beneficial ownership reported: The directors direct beneficial ownership is stated as 63,663 common shares following the accrual.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-comp accrual reported; no change to equity outstanding or immediate cash payout.

The Form 4 documents an accrual of 861 dividend-equivalent phantom shares for a company director under the Directors Deferred Compensation Plan. The filing states these phantom shares are economic equivalents of common shares and are payable in cash upon the directors separation from service per his election. The report also discloses the directors direct beneficial ownership of 63,663 common shares following the accrual. There is no indication in the filing of stock issuance, exercise, or transfer that would alter outstanding common stock or trigger an immediate cash payment.

Executive Compensation Analyst

TL;DR: Disclosure reflects deferred compensation mechanics; accrual increases reported phantom holdings but creates a future cash obligation only upon separation.

The disclosure specifies that 861 phantom stock units were accrued as dividend equivalents tied to previously awarded phantom shares. Per the plan terms included in the explanation, these units represent cash-settled rights equivalent to one common share each and will be paid in cash when the director leaves service consistent with his plan election. This is a predictable compensation accounting event for non-employee directors and does not represent an equity issuance or option exercise in this filing.

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

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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^*

von Maltzan Marco

(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		861		(1)	(1)	Common Stock	861	$0.0	63,663	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: Marco von Maltzan	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 Marco von Maltzan report on the Form 4 for RGP?

He reported an accrual of 861 dividend-equivalent phantom shares under the Directors Deferred Compensation Plan, increasing reported direct beneficial ownership to 63,663 common shares.

What are the phantom shares reported on this Form 4?

They are dividend-equivalent phantom shares where each phantom share is the economic equivalent of one common share and will be paid in cash upon the directors separation from service.

Were any actual common shares issued or sold in this transaction?

No. The filing reports accrual of phantom stock units (cash-settled) and does not show issuance, sale, or transfer of actual common shares.

How many phantom shares were accrued and how are they settled?

861 phantom shares were accrued, and they will be payable in cash upon the reporting persons separation from service per his election under the Directors Deferred Compensation Plan.

Does this Form 4 indicate an immediate cash payment?

No. The filing states the phantom shares are payable in cash only upon separation from service; no immediate payout is indicated.