What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-07-28 compared with 2024-07-22 · 29 added, 23 removed, 166 unchanged (24% of the section changed)

14 unchanged sentences

There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended May 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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OTHER INFORMATION.

7 unchanged sentences

Reference is made to the information regarding directors appearing under the caption “PROPOSAL 1.

ELECTION OF DIRECTORS,” and to the information under the captions “EXECUTIVE OFFICERS,” “BOARD OF DIRECTORS” and “BOARD OF DIRECTORS — AUDIT COMMITTEE,” in each case in the Company’s proxy statement related to its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 25, 2024, which information is incorporated herein by reference.

ELECTION OF DIRECTORS,” and to the information under the captions “EXECUTIVE OFFICERS,” “BOARD OF DIRECTORS,” “BOARD OF DIRECTORS — AUDIT COMMITTEE,” and “BOARD OF DIRECTORS — INSIDER TRADING POLICY SUMMARY,” in each case in the Company’s proxy statement related to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 31, 2025, which information is incorporated herein by reference.

EXECUTIVE COMPENSATION.

4 unchanged sentences

The following table sets forth, for the Company’s compensation plans under which equity securities of the Company are authorized for issuance, the number of shares of the Company’s common stock subject to outstanding

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options, warrants, and rights, the weighted-average exercise price of outstanding options, warrants, and rights, and the number of shares remaining available for future award grants as of May 31, 2025:

13 unchanged sentences

____________________________________________________________________________________

(1) This amount consists of (i) 1,236,723 shares of our common stock subject to unvested restricted stock units and performance stock units granted under our 2020 Performance Incentive Plan (with performance stock units included assuming that zero, zero and 99% of the “target” level of performance was attained for the fiscal 2024, 2023 and 2022 grants, respectively, which was the level achieved as of May 25, 2024), (ii) 1,923,901 shares subject to stock options granted under our 2014 Performance Incentive Plan, and (iii) 261,542 shares subject to stock options granted under our 2004 Performance Incentive Plan.

(1) This amount consists of (i) 2,020,771 shares of our common stock subject to unvested restricted stock units and performance stock units granted under our 2020 Performance Incentive Plan (with performance stock units included assuming that zero of the “target” level of performance was attained for the fiscal 2025, 2024 and 2023 grants, respectively, which was the level achieved as of May 31, 2025), (ii) 1,526,891 shares subject to stock options granted under our 2014 Performance Incentive Plan.

This amount does not include 557,290 shares of our common stock issued and outstanding pursuant to unvested restricted stock awards under our 2020 Performance Incentive Plan and it does not include 195,689 shares of cash-settled Stock Units issued and outstanding under our Directors Deferred Compensation Plan.

8 unchanged sentences

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026” in the proxy statement related to the Company’s 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 31, 2025, is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Financial Statements.

15 unchanged sentences

(incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2004).

3.2 Third Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2015).

3.2 Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2025 ).

4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No.

7 to the Registrant’s Registration Statement on Form S-1 filed on December 12, 2000 (File No.

4.2 Description of Resources Connection, Inc.’s Capital Stock (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended May 30, 2020).

10.1 Sublease Agreement, dated July 2018, between O’Melveny & Myers LLP and Resources Connection, LLC dba Resources Global Professionals.

10.2 Credit Agreement, dated as of November 12, 2021, among Resources Connection, Inc., Resources Connection LLC, as borrowers, Resources Healthcare Solutions LLC, RGP Property LLC, Sitrick Group, LLC, Veracity Consulting Group, LLC, and taskforce – Management on Demand, LLC, as guarantors, and Bank of America, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 16, 2021).

10.3 Security and Pledge Agreement, dated as of November 12, 2021, among Resources Connection, Inc., Resources Connection LLC, as borrowers, Resources Healthcare Solutions LLC, RGP Property LLC, Sitrick Group, LLC, Veracity Consulting Group, LLC, and taskforce – Management on Demand, LLC, as obligors, and Bank of America, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 16, 2021).

4.2* Description of Resources Connection, Inc.’s Capital Stock .

10.1 Credit Agreement, dated as of July 2, 2025, by and among, Resources Connection, Inc.

and Resources Connection LLC, as borrowers, Veracity Consulting Group, LLC, Sitrick Group, LLC and Reference Point LLC, as guarantors, and Bank of America, N.A., as administrative agent, L/C issuer, and the swingline lende r (incorporated by reference to Exhibit 10.1 to the Regis trant's Current Report on Form 8-K filed on July 7, 2025).

10.2 Security and Pledge Agreement, dated as of July 2, 2025, by and among Resources Connection, Inc.

2 to the Registrant's Current Report on Form 8-K filed on July 7, 2025) .

10.3+ Resources Connection, Inc.

Directors’ Compensation Policy (Revised January 19, 2023) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 25, 2023).

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10.4+ Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended May 29, 2021).

8 unchanged sentences

Duchene (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 27, 2021).

10.10+ Employment Agreement dated February 21, 2020 between Tim Brackney and Resources Connection, Inc.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 22, 2020).

10.9+ Employment Agreement dated April 3, 2024 between Bhadreskumar Patel, Resources Connection, Inc.

3 unchanged sentences

10.11+ Resources Connection, Inc.

2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 29, 2020).

10.14+ 2020 Form of Notice of Grant and Terms and Conditions of Restricted Stock Unit Award under the Resources Connection, Inc.

2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 28, 2020).

2020 Performance Incentive Plan ( as amended and restat ed on August 22, 2024) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2 1 , 202 4 ).

10.12+ 2021 Form of Notice of Grant and Terms and Conditions of Restricted Stock Unit Award under the Resources Connection, Inc.

18 unchanged sentences

2014 Performance Incentive Plan Terms and Conditions of Nonqualified Stock Option (Netherlands) (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended May 26, 2018).

10.25+ Form of Notice of Grant and Terms and Conditions of Performance Stock Unit Award under the Resources Connection, Inc.

2020 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 25, 2023).

10.26* Purchase and Sale Agreement by and between RGP Property LLC and City of Irvine dated as of May 15, 2024.

10.27* First Amendment to Purchase and Sale Agreement by and between RGP Property LLC and City of Irvine dated as of May 20, 2024.

19.1* Insider Trading Policy.

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10.22 Cooperation Agreement, dated June 26, 2025, by and among Resources Connection, Inc., Circumference Group Holdings LLC, Circumference Group LL, CG Core Value GP LLC, CG Core Value Fund LP and Jeffery H.

Fox (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 30, 2025) .

19.1 Insider Trading Policy ( inc o rpo rated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the year ended May 2 5, 20 24 ) .

21.1* List of Subsidiaries.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Policy Regarding the Recoupment of Certain Compensation Payments

97.1 Policy Regarding the Recoupment of Certain Compensation Payment s (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for the year ended May 25, 2024).

101.INS* XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

10 unchanged sentences

Not applicable .

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

/S/ JENNIFER RYU

Chief Financial Officer

Executive Vice President and Chief Financial Officer

July 28, 2025

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

4 unchanged sentences

/ S / JENNIFER RYU

Chief Financial Officer and Executive Vice President July 22, 2024

Executive Vice President and Chief Financial Officer

July 28, 2025

Jennifer Ryu (Principal Financial Officer and Principal Accounting Officer)

9 unchanged sentences

Director July 28, 2025

/s/ JEFFREY H.

July 28, 2025

/s/ FILIP J.L.

July 28, 2025

/ S / ROBERT KISTINGER

1 unchanged sentence

Robert Kistinger

/ S / DONALD B.

Chairman of the Board July 22, 2024

/ S / LISA PIEROZZI

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures