Resources Connection CEO RSU tax-withholding reduces shares by 10,000.6189

Rhea-AI Filing Summary

Kate Duchene, listed as a Director and President & CEO of Resources Connection (RGP), reported an issuer-withheld transaction tied to the payout of previously granted restricted stock units. On 08/08/2025 the issuer withheld 10,000.6189 shares to satisfy tax withholding obligations and made a fractional-share adjustment of 0.6189 shares. The Form 4 shows a reported price of $4.6 related to the withholding and records 564,515.9828 shares beneficially owned by Ms. Duchene after the transaction.

The filing is a routine administrative report of equity compensation settlement rather than a market sale or open-market transaction; it documents the mechanics of RSU vesting and tax withholding and confirms ongoing direct ownership at the reported level.

Insights

Financial Analyst

TL;DR: Routine issuer withholding of vested RSUs; modest reduction in outstanding direct shares, no market sale reported.

The Form 4 documents an issuer-withheld disposition of 10,000.6189 shares on 08/08/2025 to satisfy tax obligations tied to vested restricted stock units, with a reported price of $4.6. After withholding, direct beneficial ownership is reported as 564,515.9828 shares. This is a common administrative outcome of executive equity vesting and does not represent an open-market sale that would typically signal liquidity needs or signal a material change in ownership percentage.

Corporate Governance Expert

TL;DR: Executive RSU vesting and tax withholding; governance implications are routine and limited.

The filing explicitly states the shares were withheld by the issuer to satisfy tax withholding on vested restricted stock units and includes a fractional-share adjustment of 0.6189 shares. Ms. Duchene remains a direct beneficial owner of 564,515.9828 shares and continues in roles reported on the form. From a governance perspective, this is a standard compensation settlement disclosure that documents alignment through equity ownership rather than a governance event or change in control.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DUCHENE KATE W

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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
Common Stock	08/08/2025		F		10,000.6189(1)	D	$4.6	564,515.9828	D

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

Explanation of Responses:

1. Represents shares withheld by the Issuer in accordance with the terms of the award to satisfy tax withholding obligations in connection with the payout of vested restricted stock units previously granted to the reporting person (such restricted stock units previously reported in Table I of Form 4). Also represents an adjustment of .6189 shares to adjust for fractional shares that were disregarded upon vesting of the restricted stock unit award.

	By: /s/ Rebecca Cottrell For: Kate Duchene	08/11/2025
	** 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 transaction did RGP's CEO report on the Form 4?

The Form 4 reports that 10,000.6189 shares were withheld by the issuer on 08/08/2025 to satisfy tax withholding for vested restricted stock units; the reported price is $4.6.

How many RGP shares does Kate Duchene beneficially own after the transaction?

The Form 4 lists 564,515.9828 shares beneficially owned by Kate Duchene following the withholding.

What is Kate Duchene's relationship to Resources Connection (RGP)?

She is identified on the Form 4 as a Director and as the company’s President & CEO.

Why were shares withheld instead of sold on the open market?

The filing states the issuer withheld shares to satisfy tax withholding obligations connected to the payout of vested restricted stock units.

Was the withholding tied to a fractional-share adjustment?

Yes; the Form 4 explains an adjustment of 0.6189 shares was made to account for fractional shares upon vesting.