BARRETT BUSINESS SERVICES INC 10-Q

Item 1. Legal Proceedings Refer to “Note 6 - Litigation," to the condensed consolidated financial statements included in Part I, Item 1 of this report for information regarding legal proceedings in which we are involved. Item 1A. Ri sk Factors There have been no material changes in the risk factors that were included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 1, 2024. Ite m 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table summarizes information related to stock repurchases during the quarter ended June 30, 2024. Month Total Number of Shares Repurchased (1) Average Price Paid Per Share (1) Total Number of Shares Repurchased as Part of Publicly Announced Plan (1)(2) Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Plan (in thousands) (1)(2) April 56,000 $ 30.32 56,000 $ 50,228 May 85,580 30.98 85,580 47,577 June 81,200 33.22 81,200 44,879 Total 222,780 222,780 (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in June 2024. See Note 1, Basis of Presentation of Interim Period Statements for details. (2) On July 31, 2023, the Board of Directors authorized the repurchase of up to $75.0 million of the Company’s common stock over a two-year period beginning July 31, 2023. The new repurchase program replaces the program approved in February 2022. As of June 30, 2024, the Company had repurchased 1,103,088 shares at an aggregate purchase price of $30.1 million under the new repurchase program. 28 Item 6. Exhibits 3.1 Charter of the Registrant, as amended, through June 4, 2024 . 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) . 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) . 32* Certification pursuant to 18 U.S.C. Section 1350 . 101.INS Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, has been formatted in Inline XBRL. * Furnished, not filed. SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BARRETT BUSINESS SERVICES, INC. Registrant Date: July 31, 2024 By: /s/ Anthony J. Harris Anthony J. Harris Executive Vice President and Chief Financial Officer and Treasurer 29