RCM TECHNOLOGIES, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (CONTINUED) Planned Material Weakness Remediation Activities To address these material weaknesses, management, with oversight from the Audit Committee. have commenced actions to enhance the Company's control framework and policies, maintain evidence of control procedure operation, and improve our control environment. Our planned remediation efforts related to the above-identified material weaknesses include, but are not limited to: ● Reevaluate the overall control environment using a risk-based approach by performing a comprehensive assessment of financial reporting risks, reassessing the design and adequacy of existing controls and monitoring activities, and implementing enhancements to ensure controls are appropriately aligned with identified risks and operate effectively across the organization. ● Strengthen management review controls by integrating standardized documentation requirements into the review process to ensure analyses, thresholds, conclusions, and follow-up actions are clearly supported. ● Improve quarter-close controls by reevaluating the design, timing, and documentation requirements and implementing a structured close calendar with clear deadlines, ownership, and escalation protocols. ● Implement targeted training for personnel involved in financial reporting and internal control activities to strengthen understanding of the Company's internal control over financial reporting framework, including Sarbanes-Oxley requirements and expectations for the design, execution, documentation, precision of review, and timeliness required to support the effective operation of management review controls and other key financial reporting controls. ● Update its production application suite to phase out legacy timekeeping systems, implement a software development tool and update procedures to enhance change management documentation, and centralize provisioning and deprovisioning for remaining timekeeping systems via an IT ticketing system. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously. These actions are subject to ongoing senior management review as well as Audit Committee oversight. The implementation of these remediation efforts is in progress, may require additional expenditures to implement, and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. As a result, the timing of when we will be able to remediate the material weaknesses fully is uncertain. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate further implementation and evaluation time. Changes in Internal Control Over Financial Reporting Other than the identification of the material weaknesses and remediation efforts described above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended January 3, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION (a) Form 8 -K Disclosure (b) Rule 10b5 - 1 Trading Plans ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 47 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 shall be included in the 2026 Proxy Statement and is incorporated herein by reference. The Company has a Policy Statement - Insider Trading that governs transactions in our securities by our directors, officers and employees, and promote compliance with the laws and rules applicable thereto. The Policy Statement – Insider Trading is filed with this Annual Report on Form 10 -K as Exhibit 19 . ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 shall be included in the 2026 Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except as set forth below, the information required by Item 12 shall be included in the 2026 Proxy Statement and is incorporated herein by reference. The table below presents certain information as of January 3, 2026 concerning securities issuable in connection with equity compensation plans that have been approved by the Company’s shareholders and that have not been approved by the Company’s shareholders. Plan category Number of securities to be potentially issued upon realization of restricted stock awards Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for issuance under equity compensation plans, excluding securities reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders 461,194 (1) N/A 1,248,902 (2) Equity compensation plans not approved by security holders — — — Total 461,194 (1) N/A 1,248,902 (2) (1) Includes time-based restricted stock and stock unit awards of 179,037 and performance-based restricted stock and stock unit awards of 282,157, none of which have an exercise price. (2) Includes 248,902 shares from 2014 Omnibus Equity Compensation Plan and 1,000,000 shares from the 2025 Omnibus Equity Compensation Plan. 48 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 shall be included in the 2026 Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 shall be included in the 2026 Proxy Statement and is incorporated herein by reference. 49 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) 1. and 2. Financial Statement Schedules -- See “Index to Financial Statements and Schedules” on F-1. 3. See Item (b) below. (b) Exhibits The following exhibits are filed as part of, or incorporated by reference into, this report (unless otherwise indicated, the file number with respect to each filed document is 1-10245): @+ (2)(a) Asset Purchase Agreement, dated as of October 7, 2022, by and among RCM Technologies (USA), Inc., TalentHerder LLC and Christopher G. Adams; incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated October 13, 2022, filed with the Securities and Exchange Commission on October 13, 2022. (3)(a) Articles of Incorporation, as amended; incorporated by reference to Exhibit 3(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 1994, filed with the Securities and Exchange Commission on January 4, 1995. (3)(b) Certificate of Amendment of Articles of Incorporation; incorporated by reference to Exhibit A to the Registrant’s Proxy Statement, dated February 6, 1996, filed with the Securities and Exchange Commission on January 29, 1996. (3)(c) Certificate of Amendment of Articles of Incorporation; incorporated by reference to Exhibit B to the Registrant’s Proxy Statement, dated February 6, 1996, filed with the Securities and Exchange Commission on January 29, 1996. (3)(d) Amended and Restated Bylaws; incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014. (3)(e) Certificate of Designation of Series A-3 Junior Participating Preferred Stock of RCM Technologies, Inc.; incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2020. (4)(a) Description of Capital Stock; incorporated by reference to Exhibit 4(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 2022, filed with the Securities and Exchange Commission on April 4, 2022. * (10)(a) RCM Technologies, Inc. 2000 Employee Stock Incentive Plan, dated January 6, 2000; incorporated by reference to Exhibit A to the Registrant’s Proxy Statement, dated March 3, 2000, filed with the Securities and Exchange Commission on February 28, 2000. * (10)(b) The RCM Technologies, Inc. 2007 Omnibus Equity Compensation Plan; incorporated by reference to Annex A to the Registrant’s Proxy Statement, dated April 20, 2007, filed with the Securities and Exchange Commission on April 19, 2007. * (10)(c) Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 27, 2012; incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K dated December 27, 2012, filed with the Securities and Exchange Commission on December 28, 2012. 50 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED) (b) Exhibits (Continued) * (10)(d) Amendment No. 1 to Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 26, 2017; incorporated by reference to Exhibit 10(x) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017, filed with the Securities and Exchange Commission on March 8, 2018. * (10)(e) RCM Technologies, Inc. Amended and Restated 2014 Omnibus Equity Compensation Plan (as amended through December 17, 2020); incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 2020. * (10)(f) Amendment to RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2021. * (10)(g) Amendment 2022-1 to RCM Technologies, Inc. 2014 Omnibus Equity Compensation Plan ; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2022. * ‌(10)(h) Form of Stock Unit Agreement; incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2014. * ‌(10)(i) RCM Technologies, Inc. Change in Control Plan for Selected Executive Management; incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2015. * ‌(10)(j) Amendment 2015-3 to the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan; incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on October 30, 2015. * ‌(10)(k) Amendment 2018-4 to the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan; incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2018. * (10)(l) Amendment 2021-5 to the RCM Technologies, Inc. Employee Stock Purchase Plan; incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on November 12, 2021. * ‌(10)(m) Amended and Restated Executive Severance Agreement, dated as of March 12, 2025, by and between the Company and Bradley S. Vizi; incorporated by reference to Exhibit 10(m) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the Securities and Exchange Commission on March 13, 2025. 51 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED) (b) Exhibits (Continued) ‌(10)(r) Fifth Amended and Restated Loan Agreement, dated as of December 3, 2024, by and among the Company and all of its subsidiaries, Citizens Bank, N.A., as lender and as administrative agent and arranger; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2024. * (10)(s) RCM Technologies, Inc. 2025 Omnibus Equity Compensation Plan; incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2025. (19) Policy Statement -- Insider Trading; incorporated by reference to Exhibit 10(r) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the Securities and Exchange Commission on March 13, 2025. (21) Subsidiaries of the Registrant. (Previously Filed) (23.1) Consent of EisnerAmper, LLP (Filed herewith) (23.2) Consent of WithumSmith+Brown, PC. (Filed herewith) (31.1) Certifications of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. (Filed herewith) (31.2) Certifications of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. (Filed herewith) (32.1) Certifications of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith) (32.2) Certifications of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith) 52 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED) (b) Exhibits (Continued) * (97) RCM Technologies, Inc. Compensation Recoupment Policy; incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for this fiscal year ended December 30, 2023, filed with the Securities and Exchange Commission on March 14, 2024. * 101.INS 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.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Documents * 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Constitutes a management contract or compensatory plan or arrangement. + The Registrant will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. @ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. ITEM 16. FORM 10-K SUMMARY None. 53 SIGNATURES 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. RCM Technologies, Inc. Date: April 3, 2026 By: /s/ Bradley S. Vizi Bradley S. Vizi Executive Chairman and President Date: April 3, 2026 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary 54 RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Report of Independent Registered Public Accounting Firm – EisnerAmper, LLP (PCAOB ID No. 274 ) - Consolidated Financial Statements, January 3, 2026 F-2 Report of Independent Registered Public Accounting Firm – EisnerAmper, LLP (PCAOB ID No. 274) - Opinion on Internal Controls over Financial Reporting F-4 Report of Independent Registered Public Accounting Firm – WithumSmith+Brown, PC- Consolidated Financial Statements, December 28, 2024 F-6 Consolidated Balance Sheets, January 3, 2026 and December 28, 2024 F-7 Consolidated Statements of Operations, Fiscal Years Ended January 3, 2026, and December 28, 2024 F-8 Consolidated Statements of Comprehensive Income, Fiscal Years Ended January 3, 2026, and December 28, 2024 F-9 Consolidated Statements of Changes in Stockholders’ Equity, Fiscal Years Ended January 3, 2026, and December 28, 2024 F-10 Consolidated Statements of Cash Flows, Fiscal Years Ended January 3, 2026, and December 28, 2024 F-11 Notes to Consolidated Financial Statements F-12 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of RCM Technologies, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of RCM Technologies, Inc. and Subsidiaries (the “Company”) as of January 3, 2026, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of January 3, 2026, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control - Integrated Framework ( 2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated April 3, 2026 expressed an adverse opinion. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-2 Revenue Recognition – Expected Costs to Complete Fixed-Price Contracts As disclosed in Note 1 to the financial statements, the Company derives revenue from contracts with customers to provide services under time‑and‑materials, fixed‑price, and permanent placement arrangements. Fixed‑price contract revenue recognized for the year ended January 3, 2026 was $73.2 million, representing approximately 23% of the Company’s revenue. A substantial portion of fixed-price contract revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion) to measure progress. The Company recognizes revenue on these fixed-price contracts as performance obligations are satisfied over time. Recognition of revenue as performance obligations are satisfied is highly judgmental as it required the Company to prepare estimates of the costs to complete contracts that are in process. We identified the expected costs to complete these fixed-price contracts as a critical audit matter due to the complexity and subjectivity of management’s estimate of the progress towards completion of its projects. This in turn led to a high degree of auditor judgement and subjectivity and significant audit effort was required in performing procedures to evaluate management’s determination of the project completion progress and related expected costs to complete. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. We obtained an understanding and evaluated the design of controls relating to the Company's revenue recognition of fixed-price contracts and determination of expected costs to complete. We evaluated management’s application of their revenue recognition policies in the determination of revenue recognition conclusions. Our audit procedures included, among others, selecting a sample of fixed-price projects and performing the following procedures: (i) testing the transaction price, which included reading contracts and other documents, (ii) evaluating the significant assumptions used to develop the estimates of project progress and costs to complete for reasonableness, (iii) performing direct inquiry with project managers regarding project status and judgements made in estimates in order to corroborate the significant assumptions used to develop the estimates of project progress and expected costs to complete, and (iv) recalculating the amount of revenue recognized. /s/ EisnerAmper LLP We have served as the Company’s auditor since 2025. EISNERAMPER LLP Philadelphia, Pennsylvania April 3, 2026 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of RCM Technologies, Inc. Opinion on the Internal Control over Financial Reporting We have audited RCM Technologies, Inc. and Subsidiaries’ (the “Company”) internal control over financial reporting as of January 3, 2026, based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, RCM Technologies, Inc. and Subsidiaries has not maintained effective internal control over financial reporting as of January 3, 2026, based on criteria established in the Internal Control - Integrated Framework ( 2013 ) issued by COSO. A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. ● Management did not design and maintain effective internal controls at the entity level and over business process cycles. ● Management did not design or maintain sufficient documentation during its management review controls across the Company's financial statement areas. ● Management did not design and maintain effective controls related to the Company’s risk assessment and monitoring activities, including controls to periodically evaluate financial reporting risks and monitor the effectiveness of internal controls over financial reporting. ● Management did not retain sufficient documentation to evidence the design and implementation of controls over the change management and logical access cycles for its timekeeping systems. These material weaknesses were considered in determining the nature, timing, and extent of the audit tests applied in our audit of the January 3, 2026 financial statements, and this report does not affect our report dated April 3, 2026, on those financial statements. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of RCM Technologies, Inc. and Subsidiaries as of January 3, 2026, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes , and our report dated April 3, 2026 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. F-4 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. An entity’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ EisnerAmper LLP EISNERAMPER LLP Philadelphia, Pennsylvania April 3, 2026 F-5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of RCM Technologies, Inc. and Subsidiaries: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of RCM Technologies, Inc. and Subsidiaries (the “Company”) as of December 28, 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the fiscal year ended December 28, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024, and the results of its operations and its cash flows for the fiscal year ended December 28, 2024, in conformity with accounting principles generally accepted in the United States of America Basis for Opinion The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that responds to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor from 2022 through 2025. Red Bank, New Jersey March 13, 2025 PCAOB ID Number 100 F-6 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) January 3, December 28, 2026 2024 Current assets: Cash $ 2,922 $ 4,729 Accounts receivable and contract assets, net of provision for credit losses of $ 1,229 at January 3, 2026 and $ 1,570 December 8, 2024 81,243 77,960 Transit accounts receivable 8,017 7,315 Prepaid expenses and other current assets 7,704 7,034 Total current assets 99,886 97,038 Property and equipment, net 7,265 7,368 Other assets: Deposits 261 230 Deferred tax assets, foreign 6 120 Goodwill 22,147 22,147 Operating right of use asset 4,832 5,174 Total other assets 27,246 27,671 Total assets $ 134,397 $ 132,077 Current liabilities: Accounts payable and accrued expenses $ 9,649 $ 13,369 Transit accounts payable 16,247 23,870 Accrued payroll and related costs 10,784 9,929 Finance lease payable 843 698 Income taxes payable 391 346 Operating right of use liability 1,209 1,046 Contingent consideration from acquisitions - 212 Deferred revenue 14,761 4,163 Total current liabilities 53,884 53,633 Deferred income taxes, net, domestic 5,673 4,526 Finance lease payable, net of current position 380 1,112 Operating right of use liability, net of current position 3,813 4,355 Borrowings under line of credit 24,673 34,967 Total liabilities 88,423 98,593 Contingencies (note 16) Stockholders’ equity: Preferred stock, $ 1.00 par value; 5,000,000 shares authorized; no shares issued or outstanding - - Common stock, $ 0.05 par value; 40,000,000 shares authorized; 18,004,241 shares issued and 7,351,400 shares outstanding at January 3, 2026 and 17,838,372 shares issued and 7,602,113 shares outstanding at December 28, 2024 900 890 Additional paid-in capital 122,244 118,845 Accumulated other comprehensive loss ( 2,814 ) ( 2,920 ) Retained earnings (accumulated deficit) 10,396 ( 5,938 ) Treasury stock, 10,652,841 shares at January 3, 2026 and 10,236,259 shares at December 28, 2024 ( 84,752 ) ( 77,393 ) Stockholders’ equity 45,974 33,484 Total liabilities and stockholders’ equity $ 134,397 $ 132,077 The accompanying notes are an integral part of these consolidated financial statements. F-7 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Years Ended (In thousands, except per share amounts) January 3, 2026 December 28, 2024 Revenue $ 319,404 $ 278,380 Cost of services 231,461 198,602 Gross profit 87,943 79,778 Operating costs and expenses Selling, general and administrative 60,932 56,787 Depreciation and amortization of property and equipment 1,918 1,419 Amortization of acquired intangible assets - 136 Impairment of intangible assets - 547 Potential stock issuance and financing transactions - 323 Remeasurement of contingent consideration - ( 1,759 ) Operating costs and expenses 62,850 57,453 Operating income 25,093 22,325 Other expense (income) Interest expense and other, net 2,669 2,215 Loss (gain) on foreign currency transactions 352 ( 80 ) Other expense, net 3,021 2,135 Income before income taxes 22,072 20,190 Income tax expense 5,738 6,863 Net income $ 16,334 $ 13,327 Basic net earnings per share $ 2.19 $ 1.72 Diluted net earnings per share $ 2.14 $ 1.68 The accompanying notes are an integral part of these consolidated financial statements. F-8 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Years Ended (In thousands) January 3, December 28, 2026 2024 Net income $ 16,334 $ 13,327 Other comprehensive income (loss) 106 ( 107 ) Comprehensive income $ 16,440 $ 13,220 The accompanying notes are an integral part of these consolidated financial statements. F-9 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share amounts) Common Stock Additional Accumulated Other Treasury Stock Issued Shares Amount Paid-in Capital Comprehensive Loss Accumulated Deficit Shares Amount Total Balance, December 30, 2023 17,673,427 $ 882 $ 116,579 $ ( 2,813 ) $ ( 19,265 ) 9,828,606 $ ( 69,593 ) $ 25,790 Issuance of stock under employee stock purchase plan 45,611 2 726 - - - - 728 Retirement of common shares withheld for taxes on equity compensation ( 44,567 ) ( 2 ) ( 1,315 ) - - - - ( 1,317 ) Equity compensation expense from awards issued - - 2,864 - - - - 2,864 Issuance of stock upon vesting of restricted stock awards 163,901 8 ( 9 ) - - - - ( 1 ) Purchase of treasury stock - - - - - 407,653 ( 7,800 ) ( 7,800 ) Foreign currency translation adjustment - - - ( 107 ) - - - ( 107 ) Net income - - - - 13,327 - - 13,327 Balance, December 28, 2024 17,838,372 $ 890 $ 118,845 $ ( 2,920 ) $ ( 5,938 ) 10,236,259 $ ( 77,393 ) $ 33,484 Issuance of stock under employee stock purchase plan 35,545 2 613 - - - - 615 Retirement of common shares withheld for taxes on equity compensation ( 44,681 ) ( 2 ) ( 936 ) - - - - ( 938 ) Equity compensation expense from awards issued - - 3,732 - - - - 3,732 Issuance of stock upon vesting of restricted stock awards 175,005 10 ( 10 ) - - - - - Purchase of treasury stock - - - - - 416,582 ( 7,359 ) ( 7,359 ) Foreign currency translation adjustment - - - 106 - - - 106 Net income - - - - 16,334 - - 16,334 Balance, January 3, 2026 18,004,241 $ 900 $ 122,244 $ ( 2,814 ) $ 10,396 10,652,841 $ ( 84,752 ) $ 45,974 The accompanying notes are an integral part of these consolidated financial statements. F-10 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Years Ended (In thousands) January 3, 2026 December 28, 2024 Cash flows from operating activities: Net income $ 16,334 $ 13,327 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,918 2,102 Equity compensation expense from awards issued 3,732 2,864 Remeasurement of contingent consideration - ( 1,759 ) Change in provision for credit losses on accounts receivable 906 ( 31 ) Deferred income tax expense 1,268 2,706 Change in operating right of use assets 1,167 1,011 Changes in operating assets and liabilities: Accounts receivable and contract assets ( 4,152 ) ( 7,271 ) Prepaid expenses and other current assets ( 676 ) ( 2,392 ) Net of transit accounts receivable and payable ( 8,325 ) ( 5,656 ) Accounts payable and accrued expenses ( 3,484 ) 1,101 Accrued payroll and related costs 848 ( 1,265 ) Operating lease liabilities ( 1,205 ) ( 966 ) Income taxes payable 36 34 Deferred revenue 10,628 2,282 Deposits ( 30 ) 83 Total adjustments and changes in operating assets and liabilities 2,631 ( 7,157 ) Net cash provided by operating activities 18,965 6,170 Cash flows from investing activities: Property and equipment acquired ( 1,595 ) ( 2,572 ) Net cash used in investing activities ( 1,595 ) ( 2,572 ) Cash flows from financing activities: Net (repayments) borrowings under line of credit ( 10,294 ) 4,163 Issuance of stock for employee stock purchase plan 615 728 Retirement of common shares ( 938 ) ( 1,317 ) Changes in finance lease obligations ( 850 ) ( 602 ) Contingent consideration paid ( 212 ) - Purchase of treasury stock ( 7,359 ) ( 7,800 ) Net cash used in financing activities ( 19,038 ) ( 4,828 ) Effect of exchange rate changes on cash ( 139 ) ( 325 ) Decrease in cash ( 1,807 ) ( 1,555 ) Cash at beginning of period 4,729 6,284 Cash at end of period $ 2,922 $ 4,729 Supplemental cash flow information: Cash paid for: Interest $ 2,630 $ 2,145 Income taxes $ 6,105 $ 5,347 Non-cash operating activities: Right of use assets in exchange for lease obligations $ 745 $ 3,407 Non-cash financing activities: Software purchased under finance lease $ 222 $ 2,172 The accompanying notes are an integral part of these consolidated financial statements. F-11 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business and Basis of Presentation RCM Technologies, Inc. (the “Company” or “RCM”) is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced engineering, life sciences, data, and solutions. Additionally, the Company provides specialty healthcare staffing services through its Specialty Health Care Services group. RCM’s offices are primarily located in major metropolitan centers throughout North America, with additional offices in Germany, the Netherlands, the Philippines, and Serbia. The consolidated financial statements are comprised of the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Cash The Company has significant cash balances at financial institutions, which, throughout the year, regularly exceed the federally insured limit of $250. Any loss incurred or lack of access to uninsured funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Company held $ 146 and $ 269 of cash in Canadian banks as of January 3, 2026 and December 28, 2024, respectively, which was held principally in Canadian dollars. The Company held $ 651 and $ 556 of cash in German banks as of January 3, 2026 and December 28, 2024, respectively, which was held primarily in Euros. The Company held $ 487 and $ 496 of in Serbian banks as of January 3, 2026 and December 28, 2024, respectively, which was held in various currencies. The Company held $ 3 and $ 2 of cash in Netherlands banks as of January 3, 2026 and December 28, 2024, respectively, which was held in various currencies. The Company held $ 9 of cash in Philippines banks as of January 3, 2026, which was held in U.S. dollars. Fair Value of Financial Instruments The Company’s carrying value of financial instruments, consisting primarily of accounts receivable and contract assets, net of provision for credit losses, transit accounts receivable, accounts payable and accrued expenses, transit accounts payable and borrowings under line of credit approximates fair value due to their liquidity or their short-term nature and the line of credit’s variable interest rate. The Company does not have derivative products in place to manage risks related to foreign currency fluctuations for its foreign operations or for interest rate changes. Accounts Receivable and Provision for Credit Losses The Company’s accounts receivable are primarily due from trade customers. Credit is extended based on evaluation of customers’ financial condition and, generally, collateral is not required. Accounts receivable payment terms vary and are stated in the financial statements at amounts due from customers net of a provision for credit losses. Accounts outstanding longer than the payment terms are considered past due. The Company determines its provision by considering a number of factors, including the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables previously written off are credited to bad debt expense. F- 12 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Unbilled Accounts Receivable and Contract Assets Unbilled receivables primarily represent revenue earned whereby those services are ready to be billed as of the balance sheet ending date. Contract assets primarily represents revenue earned under contracts which the Company is contractually precluded from invoicing until future dates as project milestones are realized. The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers when recording revenue on unbilled accounts receivable and contract assets. See Note 4 for further details. Transit Accounts Receivable and Transit Accounts Payable From time to time, the Company’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. Pursuant to these agreements, the Company a) may purchase equipment on behalf of the Company’s customer or engage subcontractors to provide construction or other services; b) typically earns a fixed percentage of the total project value; and c) assumes no ownership or risks of inventory. In such situations, the Company acts as an agent under the provisions of FASB ASC 606 “Revenue from Contracts with Customers” and therefore recognizes revenue on a “net-basis.” The Company records revenue on a “net” basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned. Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency, the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable,” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company is typically obligated to pay the subcontractor or staffing agency whether or not the client pays the Company. The Company’s transit accounts payable generally exceeds the Company’s transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization, and are depreciated or amortized on the straight-line method at rates calculated to provide for retirement of assets at the end of their estimated useful lives. Computer hardware and software, and furniture and office equipment are typically depreciated over five years. Leasehold improvements are amortized over the shorter of the estimated life of the asset or the lease term. F- 13 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Intangible Assets The Company’s intangible assets have been generated through acquisitions. The Company maintains responsibility for valuing and determining the useful life of intangible assets. As a general rule, the Company amortizes restricted covenants over four years and customer relationships over six years. However, circumstances may dictate other amortization terms as determined by the Company and assisted by their third party advisors. Canadian Sales Tax The Company is required to charge and collect sales tax for all Canadian clients and remits invoiced sales tax monthly to the Canadian taxing authorities whether collected or not. The Company does not collect the sales tax from its clients until they have paid their respective invoices. The Company includes uncollected Canadian sales tax invoiced to clients in its prepaid and other current assets. Goodwill Goodwill is not amortized but is subject to periodic testing for impairment in accordance with FASB ASC 350 “ Intangibles - Goodwill and Other. ” The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company reviews industry and market conditions, reported unit-specific events, and overall financial performance to determine if any indicators of impairment of goodwill exist. The Company has three reporting units. The Company uses a market-based approach to determine the fair value of the reporting units. This approach uses earnings/revenue multiples of similar companies recently completing acquisitions and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units. The Company did not record a goodwill impairment charge in fiscal years ended January 3, 2026 and December 28, 2024. There can be no assurance that future indicators of impairment and tests of goodwill impairment will not result in an impairment charge. Long-Lived and Intangible Assets The Company evaluates long-lived assets and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When the Company determines that it is probable that undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. Assets to be disposed of by sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell. The Company’s intangible assets consist of customer relationships and non-compete agreements. F- 14 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Software In accordance with FASB ASC 350 - 40 “Accounting for Internal Use Software,” certain costs related to the development or purchase of internal-use software are capitalized and amortized over the estimated useful life of the software. During the fiscal years ended January 3, 2026 and December 28, 2024, the Company capitalized $ 788 and $ 4,141 , respectively, for software costs. The net balance after accumulated amortization for all software costs capitalized as of January 3, 2026 and December 28, 2024 was $ 5,140 and $ 5,622 , respectively. Income Taxes The Company makes judgments and interpretations based on enacted tax laws, published tax guidance, as well as estimates of future earnings. These judgments and interpretations affect the provision for income taxes, deferred tax assets and liabilities and the valuation allowance. The Company evaluated the deferred tax assets and determined on the basis of objective factors that the net assets will be realized through future years’ taxable income. In the event that actual results differ from these estimates and assessments, additional valuation allowances may be required. The Company did not have any valuation allowance as of January 3, 2026 and December 28, 2024. The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (FASB ASC 740 ) which requires an asset and liability approach of accounting for income taxes. FASB ASC 740 requires assessment of the likelihood of realizing benefits associated with deferred tax assets for purposes of determining whether a valuation allowance is needed for such deferred tax assets. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Company measures its deferred tax assets and liabilities using the tax rates that the Company believes will apply in the years in which the temporary differences are expected to be recovered or paid. The Company and its wholly owned United States subsidiaries file a consolidated federal income tax return. The Company also files tax returns in Canada, Germany, Philippines, Puerto Rico and Serbia. The Company also follows the provisions of FASB ASC 740 which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The Company’s policy is to record interest and penalty, if any, as interest expense. F- 15 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition The Company records revenue under Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . Revenue is recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate service streams that we provide to our customers. We evaluate our revenue contracts with customers based on the five -step model under ASC 606: ( 1 ) Identify the contract with the customer; ( 2 ) Identify the performance obligations in the contract; ( 3 ) Determine the transaction price; ( 4 ) Allocate the transaction price to separate performance obligations; and ( 5 ) Recognize revenue when (or as) each performance obligation is satisfied. The Company derives its revenue from several sources. The Company’s Engineering Services and Life Sciences, Data and Solutions segments perform consulting and project solution services. The Healthcare segment specializes in long-term and short-term staffing and placement services to hospitals, schools and long-term care facilities among others. All of the Company’s segments perform staff augmentation services and derive revenue from permanent placement fees. The following table presents our revenue disaggregated by revenue source for the fiscal years ended January 3, 2026 and December 28, 2024: January 3, 2026 December 28, 2024 Specialty Health Care: Time and Material $ 162,602 $ 141,185 Permanent Placement Services 1,502 1,494 Total Specialty Health Care $ 164,104 $ 142,679 Engineering: Time and Material $ 58,743 $ 47,157 Fixed Fee 61,743 49,302 Permanent Placement Services - - Total Engineering $ 120,486 $ 96,459 Life Sciences, Data and Solutions: Time and Material $ 23,172 $ 30,547 Fixed Fee 11,450 8,452 Permanent Placement Services 192 243 Total Life Sciences, Data and Solutions $ 34,814 $ 39,242 $ 319,404 $ 278,380 F- 16 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition (Continued) Time and Material The Company’s Health Care segment predominantly generates revenue from time-and-materials arrangements. In contrast, its Engineering and Life Sciences, Data and Solutions segments generate revenue from both time-and-materials and fixed-fee arrangements. Revenue from time-and-materials contracts is recognized over time as performance obligations are satisfied, because the customer simultaneously receives and consumes the benefits of the services performed. These contracts are typically based on the number of hours worked at contractually agreed-upon rates. Accordingly, revenue is recognized based on hours worked at contracted rates, which represents an output method that directly reflects the value of services transferred to the customer. Fixed Fee From time to time, primarily within the Engineering segment, the Company enters into fixed-fee contracts requiring the delivery of specified services or project-based deliverables. The Company operates under master services agreements that establish general terms and conditions, with project-specific purchase orders defining the scope, pricing, and duration of individual engagements, which are typically performed over 6 to 9 months. Revenue from fixed-fee arrangements is recognized over time as performance obligations are satisfied, as the customer simultaneously receives and consumes the benefits of the services performed. The Company measures progress toward completion using either an input method (e.g., costs incurred relative to total estimated costs) or an output method (e.g., achievement of contractual milestones or delivery of specified units), depending on which method best depicts the transfer of control of services to the customer. The Company primarily applies an input method based on costs incurred relative to total estimated costs (cost-to-cost method). In contrast, output methods are used in arrangements in which milestones or deliverables correspond directly to the transfer of control to the customer. Billings in excess of revenue recognized are recorded as contract liabilities (deferred revenue), while revenue recognized in excess of billings is recorded as contract assets. Certain contracts may include provisions that limit total billings or the timing of revenue recognition. The Company evaluates contracts for potential losses and records provisions for estimated losses in the period such losses become probable and can be reasonably estimated. Costs incurred in fulfilling contracts are expensed as incurred unless they qualify for capitalization under applicable accounting guidance. Permanent Placement Services The Company earns permanent placement fees from providing permanent placement services. These fees are typically based on a percentage of the compensation paid to the person placed with the Company’s client. The Company guarantees its permanent placements on a prorated basis for 90 days. In the event a candidate is not retained for the 90 -day period, the Company will provide a suitable replacement candidate. If a replacement candidate cannot be located, the Company will provide a prorated refund to the client. An allowance for refunds, based upon the Company’s historical experience, is recorded in the financial statements. Permanent placement revenue was $ 1.7 million for both of the fiscal years ended January 3, 2026 and December 28, 2024. The deferred revenue balance as of January 3, 2026 and December 28, 2024 was $ 14.8 million and $ 4.2 million, respectively. Revenue is recognized when the service has been performed. Deferred revenue may be recognized over a period exceeding one year from the time it was recorded on the balance sheet, although this is an infrequent occurrence. In fiscal years ended January 3, 2026 and December 28, 2024, the Company recognized revenue of $ 4.2 million and $ 1.9 million, respectively, that was included in deferred revenue at the beginning of the period. F- 17 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition (Continued) Transit Receivables and Transit Payables From time to time, the Company’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. Pursuant to these agreements, the Company a) may purchase equipment on behalf of the Company’s customer or engage subcontractors to provide construction or other services; b) typically earns a fixed percentage of the total project value; and c) assumes no ownership or risks of inventory. Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency, the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable,” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company is typically obligated to pay the subcontractor or staffing agency, whether or not the client pays the Company. The Company’s transit accounts payable generally exceed the Company’s transit accounts receivable, but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. The transit accounts receivable were $ 8.0 million, and related transit accounts payable were $ 16.2 million, for a net payable of $ 8.2 million, as of January 3, 2026. The transit accounts receivable were $ 7.3 million, and related transit accounts payable were $ 23.9 million, for a net payable of $ 16.6 million, as of December 28, 2024. Concentrations During the fiscal year ended January 3, 2026, the Company had two customers exceed 10% of consolidated revenue, representing 20.8 % and 13.6 % of consolidated revenue, respectively. During the fiscal year ended December 28, 2024, the Company had two customers exceed 10% of consolidated revenue, representing 19.5 % and 14.1 % of consolidated revenue, respectively. All customers exceeding 10% of consolidated revenue during the periods presented are included in the Company’s Specialty Health Care segment. The Company’s five , ten and twenty largest customers accounted for approximately 51.0 %, 64.9 % and 75.0 %, respectively, of the Company’s revenue for the fiscal year ended January 3, 2026. The Company’s five , ten and twenty largest customers accounted for approximately 48.5 %, 60.1 % and 70.6 %, respectively, of the Company’s revenue for the fiscal year ended December 28, 2024. As of January 3, 2026, three clients represented more than 10% of the Company's accounts receivable, net, representing 18.1 % and 16.1 % from the Company's two largest Specialty Health Care clients and 17.2 % from the Company's largest Engineering client. As of December 28, 2024, three clients represented more than 10% of the Company's accounts receivable, net, representing 20.4 % and 12.5 % from the Company's two largest Specialty Health Care clients and 11.4 % from the Company's largest Engineering client. Segment Reporting The Company follows ASC 280, “Segment Reporting,” which establishes standards for companies to report information about operating segments, geographic areas and major customers. The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Makers (“CODMs”), who were Bradley Vizi, Chief Executive Officer, and Kevin Miller. Chief Financial Officer. The Company’s CODMs are responsible for making decisions regarding the Company’s business, including resource allocations and performance assessments based on historical and future segment revenue, operating expenses, and operating income (loss) before interest and taxes. F- 18 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Foreign Currency Translation The functional currency of the Company’s Canadian, Serbian and German subsidiaries is the local currency. Assets and liabilities are translated at period-end exchange rates. Income and expense items are translated at weighted average rates of exchange prevailing during the year. Any translation adjustments are included in the accumulated other comprehensive income account in stockholders’ equity. Transactions executed in different currencies resulting in exchange adjustments are translated at spot rates and resulting foreign exchange transaction gains and losses are included in the results of operations. Comprehensive Income Comprehensive income consists of net income and foreign currency translation adjustments. Per Share Data Basic net income per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common shares plus dilutive potential common shares outstanding during the period. Potential dilutive common shares consist of stock options and other stock-based awards under the Company’s stock compensation plans, when their impact is dilutive. Because of the Company’s capital structure, all reported earnings pertain to common shareholders and no other adjustments are necessary. Share - Based Compensation The Company recognizes share-based compensation over the vesting period of an award based on fair value at the grant date determined using the Black-Scholes option pricing model. Certain assumptions are used to determine the fair value of stock-based payment awards on the date of grant and require subjective judgment. Because employee stock options have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, the existing models may not provide a reliable single measure of the fair value of the employee stock options. Management assesses the assumptions and methodologies used to calculate estimated fair value of stock-based compensation when share-based awards are granted. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies and thereby materially impact our fair value determination. If an employee leaves the firm before the vesting period has been met, those shares are forfeited and removed from the share – based compensation expense calculation. See Note 11 for additional share-based compensation information. Restricted stock and stock unit awards are recognized at their fair value. The amount of compensation cost is measured on the grant date fair value of the equity instrument issued. The compensation cost of the restricted stock and stock unit awards is recognized over the vesting period of the restricted stock and stock unit awards on a straight-line basis. Restricted stock and stock unit awards typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period assuming the grantee’s restricted stock and stock unit award fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. Dividends for restricted stock and stock unit awards that ultimately do not vest are forfeited. F- 19 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Advertising Costs Advertising costs are expensed as incurred. Total advertising expense was $ 838 and $ 719 for the fiscal years ended January 3, 2026 and December 28, 2024, respectively. Fair Value Measurements The Company values its financial assets and liabilities based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy was established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in inactive markets; or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. 2. FISCAL YEAR The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. The fiscal years ended January 3, 2026 ( fiscal 2025 ) and December 28, 2024 ( fiscal 2024 ) consisted of fifty-three and fifty-two weeks, respectively. Reclassification Certain prior year amounts have been reclassified to conform with the current year presentation. These classifications had no effect on the previously reported results of operations. F- 20 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 3. USE OF ESTIMATES AND UNCERTAINTIES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The Company uses estimates to determine a provision for credit losses on its accounts receivable, progress on fixed fee contracts, contingent consideration, litigation, medical claims, workers compensation claims, goodwill impairment, if any, equity compensation, the tax rate applied and the valuation of certain assets and liability accounts. In addition, the Company reviews its estimated costs to complete a contract and adjusts those costs when necessary. These estimates can be significant to the operating results and financial position of the Company. The estimates are based upon various factors including current and historical trends, as well as other pertinent industry and regulatory authority information. Management regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. The Company has risk participation arrangements with respect to workers compensation and healthcare insurance. The amounts included in the Company’s costs related to this risk participation are estimated and can vary based on changes in assumptions, the Company’s claims experience or the providers included in the associated insurance programs. The Company can be affected by a variety of factors including uncertainty relating to the performance of the general economy, competition, demand for the Company’s services, adverse litigation and claims and the hiring, training and retention of key employees. F- 21 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 4. ACCOUNTS RECEIVABLE AND CONTRACT ASSETS, NET The Company’s accounts receivable and contract assets, net are comprised as follows: January 3, 2026 December 28, 2024 Billed accounts receivable $ 47,987 $ 55,224 Unbilled accounts receivable 23,942 16,931 Contract assets 10,543 7,375 Provision for credit losses ( 1,229 ) ( 1,570 ) Accounts receivable and contract assets, net $ 81,243 $ 77,960 Unbilled receivables primarily represent revenue earned whereby those services are ready to be billed as of the balance sheet ending date. Contract assets primarily represents revenue earned under contracts which the Company contractually invoices at future dates. Activity in the Company’s provision for credit losses consisted of the following: Fiscal Years Ended January 3, 2026 December 28, 2024 Balance at beginning of year $ 1,570 $ 1,600 Increase in provision for credit losses 906 - Write-offs of receivables to provision for credit losses ( 1,247 ) ( 30 ) Balance at end of year $ 1,229 $ 1,570 5. PROPERTY AND EQUIPMENT Property and equipment are comprised of the following: January 3, 2026 December 28, 2024 Computers and systems $ 9,486 $ 8,448 Equipment and furniture 440 306 Leasehold improvements 723 590 Laboratory equipment 221 196 10,870 9,540 Less: accumulated depreciation and amortization 3,605 2,172 Property and equipment, net $ 7,265 $ 7,368 The Company periodically writes off fully depreciated and amortized assets. The Company wrote off fully depreciated and amortized assets of $ 487 and $ 1,604 during the fiscal years ended January 3, 2026 and December 28, 2024, respectively. For the fiscal years ended January 3, 2026 and December 28, 2024, depreciation and amortization expense for property and equipment was $ 1,918 and $ 1,419 , respectively. F- 22 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 6. ACQUISITIONS AND DIVESTITURES The purchase method of accounting in accordance with FASB ASC 805, “Business Combination,” was applied for all acquisitions. This requires the cost of an acquisition to be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition with the excess cost accounted for as goodwill. Goodwill arising from the acquisitions is attributable to expected sales synergies from combining the operations of the acquired business with those of the Company. As of January 3, 2026, there are no active acquisitions whereby contingent consideration could be paid. The changes in the liability for contingent consideration from acquisitions for the fiscal years ended January 3, 2026 and December 28, 2024 are as follows: Balance as of December 30, 2023 $ 1,971 Remeasurement of contingent consideration ( 1,759 ) Balance as of December 28, 2024 $ 212 Contingent payments - cash ( 212 ) Balance as of January 3, 2026 $ - For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the estimated contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by acquired companies using Level 3 inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the consolidated statements of operations. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of operations. F- 23 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 6. ACQUISITIONS AND DIVESTITURES (CONTINUED) Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates. Contingent consideration related to acquisitions is recorded at fair value (level 3 ) with changes in fair value recorded in operating expense. 7. GOODWILL Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis as of the last day of the Company's fiscal year, or more frequently if events or circumstances indicate that the fair value of goodwill may be below its carrying amount. The Company reviewed industry and market conditions, reported unit-specific events, and overall financial performance, and determined that no indicators of impairment of goodwill existed during the fiscal year ended January 3, 2026. As a result of such review, no impairment loss was recorded for the Company’s intangible assets during the fiscal year ended January 3, 2026. With respect to the fiscal year ended December 28, 2024, since the Company remeasured contingent consideration associated with its Life Sciences, Data, and Solutions segment in fiscal 2024, the Company determined that further testing was necessary. After comparing the fair value of the Life Sciences, Data and Solutions segment to its carrying amount, the Company determined that no impairment loss occurred for the Company’s goodwill related to that segment during the fiscal year ended December 28, 2024. There were no changes in the carrying amount of goodwill for the fiscal years ended January 3, 2026 and December 28, 2024. The amounts by the Company’s segments are as follows: Engineering Specialty Health Care Life Sciences, Data & Solutions Total Balance as of January 3, 2026 $ 11,918 $ 2,398 $ 7,831 $ 22,147 F- 24 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 8. INTANGIBLE ASSETS The Company evaluates long-lived assets and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When the Company determines that it is probable that undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. Assets to be disposed of by sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell. The Company’s intangible assets historically consist of customer relationships and non-compete agreements. The Company determined that during the fiscal year ended December 28, 2024, its intangible asset balance became worthless and was written off. The changes in the carrying amount of intangible assets for the fiscal year ended December 28, 2024 are as follows: Engineering Specialty Health Care Life Sciences, Data & Solutions Total Balance as of December 30, 2023 $ - $ - $ 683 $ 683 Amortization in fiscal 2024 - - 136 136 Impairment in fiscal 2024 - - 547 547 Balance as of December 28, 2024 $ - $ - $ - $ - The Company did not acquire or otherwise add any intangible assets during the fiscal year ended January 3, 2026. 9. LINE OF CREDIT On February 20, 2026, the Company amended (Amendment 1 ) the Fifth Amended and Restated Loan Agreement, dated as of December 3, 2024, with Citizens Bank. Under Amendment 1, the total commitment is increased from a maximum limit of $ 65.0 million to a maximum limit of $ 75.0 million. The increased limit shall apply from February 20, 2026 through August 31, 2026. From and after September 1, 2026 through the Maturity Date of the Fifth Amended and Restated Loan Agreement, the total commitment shall revert to $ 65.0 million. All other material terms remain unchanged. On December 3, 2024, the Company entered into a Fifth Amended and Restated Loan Agreement (the “Fifth Amended and Restated Loan Agreement”) with Citizens Bank, N.A., as lender (in such capacity, the “Lender”) and as administrative agent and arranger (in such capacity, the “Administrative Agent”), to amend and restate in its entirety that certain Fourth Amended and Restated Agreement dated as of April 24, 2023 ( as the same has been amended and modified prior to the date hereof, the “Existing Loan Agreement”). The Fifth Amended and Restated Loan Agreement is increased from $ 45.0 million under the Fourth Amended and Restated Agreement to $ 65.0 million (with an accordion feature permitting the increase of the total commitment by an additional $ 20.0 million, subject to the consent of the Administrative Agent and the Lenders), and permits the Borrowers to request the issuance of trade and standby letters of credit thereunder. The Fifth Amended and Restated Loan Agreement has a maturity date of December 3, 2029. Borrowings under the Revolving Credit Facility bear interest at one of two alternative rates, as selected by the Company at each incremental borrowing. These alternatives are: (i) SOFR (Secured Overnight Financing Rate), plus applicable margin or (ii) the agent bank’s prime rate generally borrowed over shorter durations. The Company also pays unused line fees based on the amount of the Revolving Credit Facility that is not drawn. Unused line fees are recorded as interest expense. The effective weighted average interest rate, including unused line fees, for the fiscal years ended January 3, 2026 and December 28, 2024 were 6.3 % and 6.6 %, respectively F- 25 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 9. LINE OF CREDIT (CONTINUED) All borrowings under the Fifth Amended and Restated Loan Agreement remain collateralized with substantially all of the Company’s assets, as well as the capital stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts the Company’s ability to borrow in order to pay dividends. As of January 3, 2026, the Company was in compliance with all covenants contained in the Revolving Credit Facility. The Company believes that it will maintain compliance with its financial covenants for the foreseeable future. Borrowings under the line of credit as of January 3, 2026 and December 28, 2024 were $ 24.7 million and $ 35.0 million, respectively. At January 3, 2026 and December 28, 2024, there were letters of credit outstanding for $ 13.2 and $ 7.4 million, respectively. At January 3, 2026 and December 28, 2024, the Company had availability for additional borrowings under the Revolving Credit Facility of $ 27.1 million and $ 22.6 million, respectively. 10. PER SHARE DATA The Company uses the treasury stock method to calculate the weighted-average shares outstanding used for diluted earnings per share. The number of weighted-average shares used to calculate basic and diluted earnings per share for the fiscal years ended January 3, 2026 and December 28, 2024 was determined as follows: Fiscal Years Ended January 3, 2026 December 28, 2024 Basic weighted average shares outstanding 7,449,377 7,737,063 Dilutive effect of outstanding restricted stock awards 186,363 202,318 Diluted weighted average shares outstanding 7,635,740 7,939,381 For the fiscal years ended January 3, 2026 and December 28, 2024, there were no anti-dilutive shares included in the calculation of common stock equivalents as there were no stock options outstanding. Unissued shares of common stock were reserved for the following purposes: January 3, 2026 December 28, 2024 Time-based restricted stock and stock unit awards outstanding 179,037 289,421 Performance-based restricted stock and stock unit awards outstanding 282,157 300,000 Future grants of options or shares available 1,248,902 295,680 Shares reserved for employee stock purchase plan 216,574 252,119 Total 1,926,670 1,137,220 F- 26 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 11. SHARE BASED COMPENSATION As of January 3, 2026, the Company had three share-based employee compensation plans, the Employee Stock Purchase Plan, the 2014 Omnibus Equity Compensation Plan, and the 2025 Omnibus Equity Compensation Plan. The Company measures the fair value of share-based awards, if and when granted, based on the Black-Scholes method and using the closing market price of the Company’s common stock on the date of grant. Awards typically vest over periods ranging from one to five years and expire within 10 years of issuance. The Company may also issue immediately vested equity awards. Share-based compensation expense related to time-based awards is amortized in accordance with applicable vesting periods using the straight-line method. The Company expenses performance-based awards only when the performance metrics are likely to be achieved and the associated awards are therefore likely to vest. Performance-based share awards that are likely to vest are also expensed on a straight-line basis over the vesting period but may vest on a retroactive basis or be reversed, depending on when it is determined that they are likely to vest, or in the case of a reversal when they are later determined to be unlikely to vest or forfeited. Discussion of share and share-based awards herein references awards of shares and share units. Share-based compensation expense of $ 3.7 million and $ 2.9 million was recognized for the fiscal years ended January 3, 2026 and December 28, 2024, respectively. Share-based compensation for performance-based equity agreements was $ 2.5 million and $ 1.6 million for the fiscal years ended January 3, 2026 and December 28, 2024, respectively. As of January 3, 2026, there were 282,157 performance-based restricted stock and stock unit awards outstanding. Share-based compensation expense is included in selling, general and administrative expense in the Company’s statement of operations. As of January 3, 2026, the Company had $ 6.0 million of total unrecognized compensation cost, with approximately $ 2.0 million related to time-based non-vested share-based awards outstanding and $ 4.0 million related to performance-based non-vested share-based awards outstanding. The Company expects to recognize the expense associated with time-based non-vested share-based awards through fiscal 2035. If earned, the Company will recognize the expense associated with performance-based non-vested share-based awards straight-line through fiscal 2030. These amounts do not include a) the cost of any additional share-based awards granted in future periods or b) the impact of any potential changes in the Company’s forfeiture rate. Incentive Share-Based Plans Employee Stock Purchase Plan The Company implemented the 2001 Employee Stock Purchase Plan (the “Purchase Plan”) with shareholder approval, effective January 1, 2001. Under the Purchase Plan, employees meeting certain specific employment qualifications are eligible to participate and can purchase shares of common stock semi-annually through payroll deductions at the lower of 85 % of the fair market value of the stock at the commencement or end of the offering period. The purchase plan permits eligible employees to purchase shares of common stock through payroll deductions for up to 10 % of qualified compensation, subject to maximum purchases in any one fiscal year of 3,000 shares. F- 27 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 11. SHARE BASED COMPENSATION (CONTINUED) Employee Stock Purchase Plan (Continued) In fiscal 2015, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Purchase Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,100,000 shares and to extend the expiration date of the Purchase Plan to December 31, 2025. In fiscal 2018, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Purchase Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,400,000 shares. In fiscal 2021, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Purchase Plan by an additional 400,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,800,000 shares and the termination date of the Purchase Plan was extended to December 31, 2030. The Company has two offering periods in the Purchase Plan, coinciding with the Company’s first two fiscal quarters and the last two fiscal quarters. Actual shares are typically issued on the first business day of the subsequent offering period for the prior offering period's payroll deductions. During the fiscal years ended January 3, 2026 and December 28, 2024, there were 35,545 and 45,611 shares issued under the Purchase Plan for net proceeds of $ 0.6 million and $ 0.7 million, respectively. As of January 3, 2026, there were 216,574 shares available for issuance under the Purchase Plan. Compensation expense, representing the discount to the quoted market price, for the Purchase Plan for both fiscal years ended January 3, 2026 and December 28, 2024, was $ 0.3 million. 2014 Omnibus Equity Compensation Plan (the 2014 Plan) The 2014 Plan, approved by the Company’s shareholders in December 2014, initially provided for the issuance of up to 625,000 shares of the Company’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries, or consultants and advisors utilized by the Company. In fiscal 2016, fiscal 2020 and fiscal 2022, the Company amended, or amended and restated, the 2014 Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance under the Plan by an additional 500,000 , 850,000 and 1,000,000 shares, respectively, so that the total number of shares of stock reserved for issuance under the Plan is 2,975,000 shares. The expiration date of the Plan is December 17, 2030, unless the 2014 Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders. The Compensation Committee of the Board of Directors determines the vesting period at the time of grant. All stock and stock unit awards typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period, assuming the grantee’s stock award fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. As of January 3, 2026, there were no accrued dividends. Dividends for stock and stock unit awards that ultimately do not vest are forfeited. As of January 3, 2026, under the 2014 Plan, 179,037 time-based shares were outstanding, 282,157 performance-based restricted stock awards were outstanding and 248,902 shares were available for awards thereunder. The intrinsic value of all equity grants as of January 3, 2026 and December 28, 2024 was $ 8.4 million and $ 12.5 million, respectively. These amounts are based on the equity price on the last trading day in the period presented. F- 28 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 11. SHARE BASED COMPENSATION (CONTINUED) 2025 Omnibus Equity Compensation Plan (the 2025 Plan) The 2025 Plan, approved by the Company’s shareholders in December 2025, provided for the issuance of up to 1,000,000 shares of the Company’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries, or consultants and advisors utilized by the Company. The expiration date of the Plan is December 17, 2035, unless the 2025 Plan is terminated earlier by the Board or is extended by the Board with the approval of the shareholders. The Compensation Committee of the Board of Directors determines the vesting period at the time of grant. All stock and stock unit awards typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period, assuming the grantee’s stock award fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. As of January 3, 2026, there were no accrued dividends. Dividends for stock and stock unit awards that ultimately do not vest are forfeited. As of January 3, 2026, under the 2025 Plan, there were no outstanding equity awards, therefore, up to 1,000,000 shares may be awarded subject to the provisions of the 2025 Plan. Time-Based Restricted and Stock Unit Stock Awards From time-to-time the Company issues time-based restricted stock and stock unit awards. The following summarizes the activity in the time-based restricted stock and stock unit awards under the 2014 Plan during the fiscal year ended January 3, 2026: Number of Time-Based Restricted Stock And Unit Stock Awards Weighted Average Grant Date Fair Value per Share Outstanding non-vested at December 30, 2023 376,618 $ 11.53 Granted 19,676 $ 22.62 Vested ( 101,401 ) $ 10.32 Forfeited or expired ( 5,472 ) $ 14.62 Outstanding non-vested at December 28, 2024 289,421 $ 12.65 Granted 25,121 $ 17.35 Vested ( 112,505 ) $ 13.38 Forfeited or expired ( 23,000 ) $ 7.38 Outstanding non-vested at January 3, 2026 179,037 $ 13.52 Share-based compensation for time-based equity was $ 1.2 million and $ 1.3 million for the fiscal years ended January 3, 2026 and December 28, 2024, respectively. Based on the closing price of the Company’s common stock of $ 19.86 per share on January 2, 2026 ( the last trading day prior to January 3, 2026), the intrinsic value of the time-based non-vested restricted stock and stock unit awards at January 3, 2026 was approximately $ 3.6 million. As of January 3, 2026, there was approximately $ 2.0 million of total unrecognized compensation cost related to time-based restricted stock and stock unit awards, which is expected to be recognized over the average weighted remaining vesting period of the restricted stock and stock unit awards through fiscal 2035. F- 29 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 11. SHARE BASED COMPENSATION (CONTINUED) Performance-Based Restricted Stock and Stock Unit Awards From time-to-time the Company issues performance-based restricted stock and stock unit awards to its employees. Performance-based restricted stock and stock unit awards are typically vested based on certain multi-year performance metrics as determined by the Board of Directors Compensation Committee. The following summarizes the activity in the performance-based restricted stock and stock unit awards during the fiscal year ended January 3, 2026: Number of Performance- Based Restricted Stock and Stock Unit Awards Weighted Average Grant Date Fair Value per Share Outstanding non-vested at December 30, 2023 100,000 $ 11.96 Granted 300,000 $ 28.79 Vested ( 62,500 ) $ 11.96 Forfeited or expired ( 37,500 ) $ 11.96 Outstanding non-vested at December 28, 2024 300,000 $ 28.79 Granted 99,763 $ 16.20 Vested ( 62,500 ) $ 29.00 Forfeited or expired ( 55,106 ) $ 26.73 Outstanding non-vested at January 3, 2026 282,157 $ 24.69 The Company assesses at each reporting date whether achievement of any performance condition is probable and recognizes the expense when achievement of the performance condition becomes probable. The Company will then recognize the appropriate expense cumulatively in the year performance becomes probable and recognize the remaining compensation cost over the remaining requisite service period. If at a later measurement date, the Company determines that performance-based restricted stock and stock unit awards deemed as likely to vest are deemed as unlikely to vest, the expense recognized will be reversed. Share-based compensation for performance-based equity agreement was $ 2.5 million and $ 1.6 million for the fiscal years ended January 3, 2026 and December 28, 2024, respectively. Based on the closing price of the Company’s common stock of $ 19.86 per share on January 2, 2026 ( the last trading day prior to January 3, 2026), the intrinsic value of all outstanding unvested performance-based equity awards at January 3, 2026 was $ 4.8 million. F- 30 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 11. SHARE BASED COMPENSATION (CONTINUED) Number of Restricted Stock and Stock Unit Awards Weighted Average Grant Date Fair Value per Share Outstanding non-vested at December 30, 2023 476,618 $ 11.66 Granted – time-based vesting 19,676 $ 22.62 Granted – performance-based vesting 300,000 $ 28.79 Vested ( 163,901 ) $ 10.94 Forfeited or expired ( 42,972 ) $ 12.30 Outstanding non-vested at December 28, 2024 589,421 $ 20.86 Granted – time-based vesting 25,121 $ 17.35 Granted – performance-based vesting 99,763 $ 16.20 Vested ( 175,005 ) $ 18.96 Forfeited or expired ( 78,106 ) $ 21.04 Outstanding non-vested at January 3, 2026 461,194 $ 20.36 Based on the closing price of the Company’s common stock of $ 19.86 per share on January 2, 2026 ( the last trading day prior to January 3, 2026), the intrinsic value of all outstanding unvested equity awards at January 3, 2026 was $ 8.4 million. 12. TREASURY STOCK TRANSACTIONS On March 29, 2024, the Board authorized a program to repurchase shares of its common stock up to an amount not to exceed $ 50.0 million, inclusive of amounts remaining under the existing repurchase authorization. The program (the Treasury Stock Repurchase Plan) is designed to provide the Company with enhanced flexibility over the long term to optimize its capital structure. Shares of the Common Stock may be repurchased in the open market or through negotiated transactions. The program may be terminated or suspended at any time at the discretion of the Company. The Company may enter into a Rule 10b5 - 1 trading plan to effect a portion of the authorized purchases if the criteria set forth in the plan are met. Such a plan would enable the Company to repurchase its shares during periods outside of its normal trading windows when the Company typically would not be active in the market. During the fiscal year ended January 3, 2026, the Company purchased 416,582 shares at an average price of $ 17.61 per share. During the fiscal year ended December 28, 2024, the Company purchased 407,653 shares at an average price of $ 19.08 per share. As of January 3, 2026, the Company has $ 34.9 million available for future treasury stock purchases. The Company accrued $ 29 in excise tax associated with its Treasury Stock Repurchase Plan during the fiscal year ended January 3, 2026. Excise tax is recorded directly to treasury stock. F- 31 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 13. New Accounting Standards and Updates In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures, which requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023 - 09 was effective for the Company’s annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, with a retrospective option. The Company adopted ASU 2023 - 09, on a prospective basis, for the fifty-three weeks ended January 3, 2026. In November 2024, the FASB issued ASU 2024 - 03, Disaggregation of Income Statement Expenses (Subtopic 220 - 40 ). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU. In July 2025, the FASB issued ASU 2025 - 05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Financial Instruments – Credit Losses (Topic 326 ) This amendment allows entities to elect a practical expedient that all entities can use when estimating receivable and contract assets arising from transactions accounted for under ASC 606, revenue from contracts with customers. The amendment adds a practical expedient and an accounting policy election. The ASU is effective for annual reporting periods beginning after December 15, 2025. We are currently evaluating the provisions of this ASU. In August 2025, the FASB issued ASU 2025 - 06, Intangibles -Goodwill and Other – Internal-Use Software (Subtopic 350 - 40 ). The narrowly drawn changes primarily focus on how companies decide when to count software development costs as an asset (capitalize them). Under the new guidance, a company can capitalize software costs once two conditions are met: the company’s leadership has approved and committed to funding the project, and it is likely the project will be finished, and the software will work as intended. The ASU is effective for annual reporting periods beginning after December 15, 2027. We are currently evaluating the provisions of this ASU. In December 2025, the FASB issued ASU No. 2025 - 11, Interim Reporting (Topic 270 ): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied on either a prospective or a retrospective approach. Early adoption is permitted. We are currently evaluating the provisions of this ASU. In December 2025, the FASB issued ASU No. 2025 - 12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that ( 1 ) clarify, ( 2 ) correct errors, or ( 3 ) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU. F- 32 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 14. SEGMENT INFORMATION The Company follows ASC 280, “Segment Reporting,” which establishes standards for companies to report information about operating segments, geographic areas and major customers. The accounting policies of each reportable segment are the same as those described in the summary of significant accounting policies (see Note 1 to the Company’s Consolidated Financial Statements). The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Makers (“CODMs”), who were Bradley Vizi, Chief Executive Officer, and Kevin Miller. Chief Financial Officer. The Company’s CODMs are responsible for making decisions regarding the Company’s business, including resource allocations and performance assessments based on historical and future segment revenue, operating expenses, and operating income (loss) before interest and taxes. In the second quarter of fiscal 2025, the Company made certain revisions to the internal measurement of segment operating results for the purpose of evaluating segment performance and resource allocation. The revised segment reporting now presents corporate operating costs separately instead of allocating them to the operating segments. The revision was the result of a shift in the CODM’s more granular and independent focus on the now four segments. We have presented the revised segment results for both fiscal 2025 and the prior period on a comparable basis. The following tables summarize the results of operations and total assets by segment provided to the CODMs. Segment operating income (loss) includes selling, general, and administrative expenses directly attributable to that segment. The following tables reflect the results of the reportable segments consistent with the Company’s management system. Please refer to the segment discussion of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Annual Report on Form 10 -K. Fiscal Year Ended January 3, 2026 Specialty Health Care Engineering Life Sciences, Data & Solutions Corporate Total Revenue $ 164,104 $ 120,486 $ 34,814 $ - $ 319,404 Cost of services 116,702 93,104 21,655 - 231,461 Gross profit 47,402 27,382 13,159 - 87,943 Selling, general and administrative 24,220 11,976 6,694 18,042 60,932 Depreciation and amortization of property and equipment 393 771 148 606 1,918 Operating income (loss) $ 22,789 $ 14,635 $ 6,317 $ ( 18,648 ) $ 25,093 Total assets as of January 3, 2026 $ 46,541 $ 60,562 $ 13,936 $ 13,358 $ 134,397 Property and equipment acquired $ 238 $ 480 $ 36 $ 841 $ 1,595 F- 33 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 14. SEGMENT INFORMATION (CONTINUED) Fiscal Year Ended December 28, 2024 Specialty Health Care Engineering Life Sciences, Data & Solutions Corporate Total Revenue $ 142,679 $ 96,459 $ 39,242 $ - $ 278,380 Cost of services 100,146 73,916 24,540 - 198,602 Gross profit 42,533 22,543 14,702 - 79,778 Selling, general and administrative 22,213 11,869 6,875 15,830 56,787 Depreciation and amortization of property and equipment 386 613 150 270 1,419 Amortization of acquired intangible assets - - 683 - 683 Potential stock issuance and financing transactions - - - 323 323 Remeasurement of contingent consideration - - ( 1,759 ) - ( 1,759 ) Operating income (loss) $ 19,934 $ 10,061 $ 8,753 $ ( 16,423 ) $ 22,325 Total assets as of December 28, 2024 $ 43,180 $ 52,160 $ 22,210 $ 14,527 $ 132,077 Property and equipment acquired $ 296 $ 691 $ 28 $ 1,557 $ 2,572 The Company derives a majority of its revenue from offices in the United States. Revenue reported for each operating segment are all from external customers. The Company is domiciled in the United States and its segments operate in the United States, Canada, Germany, Philippines, Puerto Rico and Europe. The Company does not derive any revenue in the Philippines. Revenue by geographic area for the fiscal years ended January 3, 2026 and December 28, 2024 are as follows: Fiscal Year Ended January 3, December 28, 2026 2024 Revenue United States $ 290,187 $ 256,759 Canada 7,535 7,196 Puerto Rico 6,363 7,017 Europe 15,319 7,408 $ 319,404 $ 278,380 F- 34 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 14. SEGMENT INFORMATION (CONTINUED) Total assets by geographic area as of the reported periods are as follows: Fiscal Year Ended January 3, December 28, 2026 2024 Total Assets United States $ 123,021 $ 123,905 Canada 1,828 1,423 Puerto Rico 2,637 3,286 Europe 6,594 3,408 Philippines 317 55 $ 134,397 $ 132,077 15. INCOME TAXES The components of earnings before income taxes by United States and foreign jurisdictions were as follows: Fiscal Years Ended January 3, 2026 December 28, 2024 United States $ 17,192 $ 16,607 Foreign jurisdictions 4,880 3,583 $ 22,072 $ 20,190 The components of income tax expense (benefit) are as follows: Fiscal Years Ended January 3, 2026 December 28, 2024 Current Federal $ 1,619 $ 2,609 State and local 1,556 611 Foreign 1,302 942 4,477 4,162 Deferred Federal 662 2,343 State 485 611 Foreign 114 ( 253 ) 1,261 2,701 Total $ 5,738 $ 6,863 F- 35 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 15. INCOME TAXES (CONTINUED) Generally, the Company’s relative income or loss generated in each of its jurisdictions can materially impact the consolidated effective income tax rate of the Company, particularly the ratio of Canadian, German and Serbian pretax income, versus United States pretax income. The consolidated effective income tax rate for the fiscal years ended January 3, 2026 and December 28, 2024 were 26.0 % and 34.0 %, respectively. The Company’s United States Federal statutory tax rate for the fiscal years ended January 3, 2026 and December 28, 2024, before any adjustments, was 21.0 %. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the fifty-three weeks ended January 3, 2026, updated for the new guidelines within ASU 2023 - 09, which the Company adopted prospectively: Amount % of Earnings Before Taxes Tax expense on taxable income at federal statutory rate $ 4,635 21.0 State income taxes, net of federal benefit 1,694 7.7 Permanent differences, domestic Section 162(m) disallowance 504 2.2 Other Permanent differences, domestic 16 0.1 Foreign income taxes 392 1.8 Changes in unrecognized tax benefit ( 1,196 ) ( 5.4 ) Other ( 307 ) ( 1.4 ) Total income tax expense $ 5,738 26.0 The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the fifty-two weeks ended December 28, 2024, prior to application of ASU 2023 - 09: Amount % of Earnings Before Taxes Tax expense on taxable income at federal statutory rate $ 4,240 21.0 State income taxes, net of Federal income tax benefit 1,164 5.8 Permanent differences, domestic and foreign 188 0.9 Intangible asset deferred liability true-up 797 4.0 Foreign income tax rates 108 0.5 Foreign tax adjustment 174 0.9 Changes in unrecognized tax benefit - - Other 192 0.9 Total income tax expense $ 6,863 34.0 F- 36 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 15. INCOME TAXES (CONTINUED) At January 3, 2026 and December 28, 2024, deferred tax assets and liabilities consist of the following: January, 2026 December 28, 2024 Deferred tax assets: Provision for credit losses $ 341 $ 400 Federal and state net operating loss carryforward 16 41 Compensation 976 836 Reserves, accruals, and other - 461 Lease liability 1,176 1,304 Foreign deferred tax asset 6 120 Total deferred tax assets 2,515 3,162 Deferred tax liabilities: Intangible assets, net of amortization ( 4,558 ) ( 4,272 ) Prepaid expense deferral ( 1,271 ) ( 1,146 ) Fixed assets, net of depreciation ( 1,226 ) ( 906 ) Right of use assets ( 1,127 ) ( 1,244 ) Total deferred tax liabilities ( 8,182 ) ( 7,568 ) Total deferred tax liabilities, net $ ( 5,667 ) $ ( 4,406 ) The components of cash paid for income taxes, net of refunds, in United States and foreign jurisdictions for the fifty-three weeks ended January 3, 2026 were as follows: Federal $ 3,566 New York City 334 Other states (1) 837 Canada 1,038 Other foreign jurisdictions 330 $ 6,105 ( 1 ) New York and California made up the majority of the tax effect in this category. A reconciliation of the unrecognized tax benefits for the fiscal years ended January 3, 2026 and December 28, 2024: Unrecognized Tax Benefits Balance as of December 30, 2023 $ 1,196 Gross increases: tax positions in prior period - Gross increases: tax positions in current period - Balance as of December 28, 2024 $ 1,196 Gross increases: tax positions in prior period - Gross increases: tax positions in current period $ ( 1,196 ) Balance as of January 3, 2026 $ - F- 37 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 15. INCOME TAXES (CONTINUED) The Company accounts for penalties or interest related to uncertain tax positions as part of its provision for income taxes and records such amounts to tax expense. The Company recorded minimal expense for penalties or interest in the fiscal years ended January 3, 2026 and December 28, 2024. The Company has gross state net operating losses of $ 0.2 million to the net income of future tax returns. The state net operating losses are subject to various expiration periods. The Company conducts its operations in multiple tax jurisdictions in the United States, Canada, Germany, Philippines, Puerto Rico and Serbia. The Company and its subsidiaries file a consolidated United States Federal income tax return and file in various states. The Company has no open Federal audits as of January 3, 2026. Except for limited exceptions, the Company is no longer subject to audits by state and local tax authorities for tax years prior to 2021. The Company is no longer subject to audit in Canada for the tax years prior to tax year 2021. The Company is no longer subject to audit in Puerto Rico for the tax years prior to tax year 2020. Under APB 23, foreign earnings are generally not subject to U.S. tax until repatriated or deemed repatriated under the anti-deferral rules. The Company has determined that as of January 3, 2026, all current and future earnings in its foreign subsidiaries will be permanently reinvested. Based on this determination, the anti-deferral rules have no material impact on the Company. 16. CONTINGENCIES From time to time, the Company is a defendant in various legal actions that arise in the ordinary business course. These matters may relate to professional liability, tax, compensation, contract, competitor disputes, and employee-related matters and include individual and class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment and compensation practices. Additionally, some of the Company’s clients may also become subject to claims, governmental inquiries and investigations, and legal actions relating to the Company’s professional services. Depending upon the particular facts and circumstances, the Company may also be subject to indemnification obligations under its contracts with such clients relating to these matters. Any pending legal proceedings and claims that arise from time to time in the ordinary course of its business may not be covered by insurance. As such, the Company is required to assess the likelihood of any adverse outcomes to these matters as well as potential ranges of losses and possible recoveries. The Company may not be covered by insurance as it pertains to some or all of these matters. A determination of the amount of the provision required for these commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each matter. The Company records a liability when management believes an adverse outcome from a loss contingency is both probable and the amount, or a range, can be reasonably estimated. From time to time, the Company must estimate the potential loss even though the party adverse to the Company has not asserted any specific amounts. Significant judgment is required to determine both the probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and it adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. Once established, a provision may change in the future due to new developments or changes in circumstances. The Company could increase or decrease its earnings in the period that the changes are made. The Company is exposed to various asserted claims as of January 3, 2026, where the Company believes it has a probability of loss. Additionally, the Company is exposed to other asserted claims whereby an amount of loss has not been declared, and the Company cannot determine the potential loss. Any of these various claims could result in an unfavorable outcome or settlement that exceeds the accrued amounts. However, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. As of January 3, 2026, the Company has accrued $ 0.3 million for asserted claims. F- 38 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 17. RETIREMENT PLANS The Company maintains a 401 (k) profit sharing plan for the benefit of eligible employees in the United States and other similar plans in Canada, Philippines, Puerto Rico and Serbia (the “Retirement Plans”). The 401 (k) plan includes a cash or deferred arrangement pursuant to Section 401 (k) of the Internal Revenue Code sponsored by the Company to provide eligible employees an opportunity to defer compensation and have such deferred amounts contributed to the 401 (k) plan on a pre-tax basis, subject to certain limitations. The Company, at the discretion of the Board of Directors, may make contributions of cash to match deferrals of compensation by participants in the Retirement Plans. Contributions to the Retirement Plans charged to operations by the Company for the fiscal years ended January 3, 2026 and December 28, 2024 were $ 384 and $ 460 , respectively. 18. LEASES Leases are recorded in accordance with FASB ASC 842, Leases which requires lessees to recognize a right of use (“ROU”) asset and an operating right of use liability for all leases with terms greater than 12 months and requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases. The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments . The right of use asset also consists of any lease incentives received. The lease terms used to calculate the right of use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of recognition. The Company has lease agreements which require payments for lease and non-lease components. The Company has elected to account for these as a single lease component with the exception of its real estate leases. The components of lease expense were as follows: Fiscal Years Ended January 3, 2026 December 28, 2024 Operating lease cost $ 1,411 $ 1,356 Finance lease cost Amortization of right of use assets $ 835 $ 594 Interest on lease liabilities 70 46 Total finance lease cost $ 905 $ 640 F- 39 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 18. LEASES (CONTINUED) Supplemental Cash Flow information related to leases was as follows: January 3, 2026 December 28, 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,423 $ 1,214 Operating cash flows from finance leases $ 41 $ 25 Financing cash flows from finance leases $ 850 $ 595 Right of use assets obtained in exchange for lease obligations Operating leases $ 745 $ 3,407 Finance leases $ 222 $ 2,172 Supplemental Balance Sheet information as of January 3, 2026 and December 28, 2024 related to leases was as follows: January 3, 2026 December 28, 2024 Operating leases Operating lease right of use assets $ 4,832 $ 5,174 Operating right of use liability - current $ ( 1,209 ) $ ( 1,046 ) Operating right of use liability - non-current ( 3,813 ) ( 4,355 ) Total operating lease liabilities $ ( 5,022 ) $ ( 5,401 ) Finance leases Property and equipment - (right of use assets) $ 2,394 $ 2,172 Accumulated depreciation ( 1,197 ) ( 362 ) Property and equipment, net $ 1,197 $ 1,810 Finance lease liability - current $ ( 843 ) $ ( 698 ) Finance lease liability - non-current ( 380 ) ( 1,112 ) Total finance lease liabilities $ ( 1,223 ) $ ( 1,810 ) Weighted average remaining lease term in years Operating leases 3.48 4.41 Finance leases 1.41 2.50 Weighted average discount rate Operating leases 6.36 % 6.36 % Finance leases 4.82 % 4.88 % F- 40 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended January 3, 2026 and December 28, 2024 (In thousands, except share and per share amounts) 18. LEASES (CONTINUED) Maturities of lease liabilities are as follows: Fiscal Year Operating Leases Finance Leases 2026 $ 1,447 $ 886 2027 1,254 387 2028 1,124 - 2029 726 - 2030 181 - Thereafter 1,022 - Total lease payments 5,754 1,273 Less: imputed interest ( 732 ) ( 50 ) Total $ 5,022 $ 1,223 19. SUBSEQUENT EVENTS For the period subsequent to January 3, 2026 and through April 2, 2026, the Company purchased 348,366 shares of the Company’s common stock as part of its Treasury Stock Repurchase Program, at an average price of $ 19.03 , totaling $ 6.6 million. As of April 2, 2026, the Company has up to $ 28.3 million available for future treasury stock purchases. F-41