[8-K] Trueblue, Inc. Reports Material Event

Rhea-AI Filing Summary

Hayward Holdings (HAYW) Form 4 filing: VP & Chief Engineering Officer Kevin Gallagher reported an 08/01/2025 transaction coded “F,” indicating shares were forfeited to the company solely to satisfy tax-withholding on vested RSUs, not sold on the open market.

• Shares forfeited: 1,683 common shares at an implied $15.38 each (≈ $25.9 k value).
• Post-transaction ownership: 25,249 directly held shares.
• The forfeited shares equal roughly 6 % of Gallagher’s pre-transaction holdings and do not reflect a discretionary sale.

The event is routine, cashless, and unlikely to signal a change in insider sentiment or materially affect HAYW’s float.

Positive

• None.

Negative

• Insider share count decreased by 1,683 shares, although context indicates routine tax withholding rather than discretionary sale.

Insights

Equity Research Analyst

TL;DR: Routine tax-withholding forfeiture; neutral signal for HAYW.

The Form 4 shows Gallagher reduced his stake by 1,683 shares via an F-code transaction, a standard mechanism to cover taxes on RSU vesting. No open-market selling pressure is introduced, and the officer still retains 25 k shares, suggesting continued alignment with shareholders. Given the small size (≈6 % of his holdings and immaterial to HAYW’s 215 m share count), the filing carries negligible fundamental impact on valuation or sentiment.

Corporate Governance Specialist

TL;DR: Administrative insider share drop, compliance in order.

Code F transactions are treated as non-discretionary. The filing demonstrates proper Section 16 compliance and power-of-attorney execution by Susan Canning. No red flags regarding insider confidence or governance arise. I classify the disclosure as not impactful for investment decisions.

false000076889900007688992025-08-042025-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 4, 2025

TrueBlue, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction

of Incorporation)

001-14543						91-1287341
(Commission File Number)						(IRS Employer Identification No.)

1015 A Street, Tacoma, Washington 98402

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:    (253) 383-9101

Not Applicable

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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, no par value			TBI			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2025, TrueBlue, Inc. (the “company”) issued a press release (the “Press Release”) reporting its financial results for the second quarter ended June 29, 2025, and certain outlook information for the third quarter and fiscal year 2025, a copy of which is attached hereto as Exhibit 99.1 and the contents of which are incorporated herein by this reference. Also attached to this report as Exhibit 99.2 is a slide presentation relating to the financial results for the second quarter and fiscal year ended June 29, 2025 (the “Earnings Results Presentation”), which will be discussed by management of the company on a live conference call at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) on Monday, August 4, 2025. The Earnings Results Presentation is also available on the company’s website at www.trueblue.com.

In accordance with General Instruction B.2. of Form 8-K, the information contained above in this report (including the Press Release and the Earnings Results Presentation) shall not be deemed “Filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the Press Release or the Earnings Results Presentation be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 7.01. Regulation FD Disclosure.

We are also attaching our Investor Roadshow Presentation to this report as Exhibit 99.3, which we will reference in our Q2 2025 earnings results discussion and which may be used in future investor conferences. The Investor Roadshow Presentation is also available on the company’s website at www.trueblue.com.

In accordance with General Instruction B.2. of Form 8-K, the information contained above in this report (including the Investor Roadshow Presentation) shall not be deemed “Filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the Investor Roadshow Presentation be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number			Exhibit Description			Filed Herewith
99.1			Press Release dated August 4, 2025			X
99.2			Earnings Results Presentation for August 4, 2025 conference call			X
99.3			Investor Roadshow Presentation			X
104			Cover page interactive data file - The cover page from this Current Report on Form 8-K is formatted as Inline XBRL			X

SIGNATURE

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.

TRUEBLUE, INC.

(Registrant)

Date:

August 4, 2025

By:

/s/ Carl R. Schweihs

Carl R. Schweihs

Chief Financial Officer and Executive Vice President

FAQ

How many Hayward Holdings (HAYW) shares did Kevin Gallagher forfeit?

Gallagher forfeited 1,683 common shares on 08/01/2025.

Why were the shares forfeited instead of sold on the market?

The Form 4 lists transaction code F, meaning shares were surrendered to pay tax withholding on vested RSUs, not sold for cash.

What is Gallagher's new ownership stake after the transaction?

He now directly owns 25,249 HAYW shares.

Does the filing suggest negative insider sentiment toward HAYW stock?

No. Code F forfeitures are administrative; they do not indicate an intentional reduction based on market outlook.

What was the implied price per share in the forfeiture?

The transaction lists a price of $15.38 per share.