What changed in this filing

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Item 1A. Risk Factors

2026-07-24 compared with 2025-07-28 · 94 added, 70 removed, 309 unchanged (35% of the section changed)

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Risks Related to the Business Environment

An economic downturn or deterioration of general macroeconomic conditions could adversely affect our global operations and financial condition.

We are exposed to the risk of an economic downturn or deterioration of general macroeconomic conditions, including slower growth or recession, inflation, or decreases in consumer spending power or confidence, which could have a significant impact on our business, financial condition, and results of operations.

Recent inflationary conditions and high interest rates, geopolitical conflicts as further discussed below and increasing diplomatic and trade friction, including as a result of new and increased tariffs imposed by the U.S.

An economic downturn or deterioration of general macroeconomic conditions could continue to adversely affect our global operations and financial condition.

We are exposed to the risk of an economic downturn or deterioration of general macroeconomic conditions, including slower growth or recession, inflation, or decreases in consumer spending power or confidence, which has had and could continue to have a significant impact on our business, financial condition, and results of operations.

Recent inflationary conditions and the continue elevation of high interest rates, geopolitical conflicts as further discussed below and increasing diplomatic and trade friction, including as a result of new and increased tariffs imposed by the U.S.

against China, Mexico, Canada and other countries, pandemics or public health crises, have caused disruptions in the U.S.

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These disruptions and uncertainties have led, and may continue to lead, to reluctance on the part of some companies to spend on discretionary projects.

Deterioration of or prolonged uncertainty related to the global economy or tightening credit markets, including as a result of tariffs or other import restrictions, could cause some of our clients, particularly those reliant on global supply chains, to experience liquidity problems or other financial difficulties and could further reduce the demand for our services and adversely affect our business in the future.

The military incursion by Russia into Ukraine and conflict and unrest in the Middle East could continue to create global economic and market uncertainty in a manner that could adversely affect our operations.

Wars divert international trade and capital flows, disrupt global supply chains, delay companies’ investment and hiring and erode consumer confidence, and periods of elevated geopolitical risks have historically been associated with negative effects on global economic activity.

Although none of our operations are in Russia, Ukraine or areas of the Middle East experiencing conflict, the continuation or further escalation of geopolitical tensions, or future instances of political unrest in other geographies, could impact other markets where we do business, including Europe and Asia Pacific, or cause negative global economic effects which may adversely affect our business, financial condition, and results of operations.

Deterioration of or prolonged uncertainty related to the global economy or tightening credit markets, including as a result of trade friction or other geopolitical uncertainty, could cause some of our clients, particularly those reliant on global supply chains, to experience liquidity problems or other financial difficulties and could further reduce the demand for our services and adversely affect our business in the future.

Geopolitical instability, including the conflict and unrest in the Middle East, could continue to create global economic and market uncertainty in a manner that could adversely affect our operations.

Such conflicts and instability divert international trade and capital flows, disrupt global supply chains, delay companies’ investment and hiring and erode consumer confidence, and periods of elevated geopolitical risks have historically been associated with negative effects on global economic activity.

Although none of our operations are in areas of the Middle East experiencing conflict, the continuation or further escalation of geopolitical tensions, or future instances of political unrest in other geographies, could impact other markets where we do business, including Europe and Asia Pacific, or cause negative global economic effects which may adversely affect our business, financial condition, and results of operations.

Economic deterioration at one or more of our clients may also affect our allowance for credit losses and collectability of accounts receivable.

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traditional and internet-

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based staffing firms;

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We cannot provide assurance that we will be able to compete effectively against existing or future competitors.

Many of our competitors have significantly greater financial resources, greater revenues and greater name recognition, which may afford them an advantage in attracting and retaining clients and consultants and in offering pricing concessions.

Many of our competitors have significantly greater financial resources, greater revenues and greater name recognition and enhanced technological capabilities, including the use of AI, which may afford them an advantage in attracting and retaining clients and consultants and in offering pricing concessions.

Some of our competitors in certain markets do not provide medical insurance or other benefits to their consultants, thereby allowing them to potentially charge lower rates to clients.

In addition, our competitors may be able to respond more quickly to changes in companies’ needs and developments in the professional services industry.

Bank failures or other events affecting financial institutions could adversely affect our and our clients’ liquidity and financial performance.

Events affecting financial institutions could adversely affect our and our clients’ liquidity and financial performance.

We regularly maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks, which exceed the FDIC insurance limits.

We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or other similar agencies.

The failure of a bank, or events involving limited liquidity, defaults, non-performance or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, or concerns or rumors about such events, may lead to disruptions in access to our bank deposits or otherwise adversely impact our liquidity and financial performance.

Events involving limited liquidity, defaults, non-performance or other adverse conditions in the financial or credit markets impacting financial institutions, including bank failures, at which we maintain balances, or concerns or rumors about such events, may lead to disruptions in access to our bank deposits or otherwise adversely impact our liquidity and financial performance.

There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S.

or applicable foreign government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or by acquisition in the event of a failure or liquidity crisis.

Our international operations increase our exposure to these risks due to differences in regulatory frameworks, levels of government support, and deposit protection regimes, as well as our reliance on local financial institutions and banking systems in the jurisdictions in which we operate.

These factors may increase the likelihood or severity of disruptions in access to funds during periods of market stress or financial instability.

Our clients, including those of our clients that are banks, may be similarly adversely affected by any bank failure or other event affecting financial institutions.

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There can be no assurance we will be successful in accomplishing any of these factors and, even if we are, we cannot assure we will be successful in attracting and retaining the number of highly qualified and experienced consultants necessary to maintain and grow our business.

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Our business could suffer if we lose the services of one or more key members of our senior management or key sales professionals.

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We may not be able to increase the fees charged to our clients in a timely manner or in a sufficient amount to cover these potential cost increases.

We may be unable to adequately meet the needs of our clients with our consultants, which can harm our reputation, affect our ability to win new business and have a material adverse effect on our financial results.

Our business depends on providing the right talent to meet client demand and is exposed to sudden changes in type of demand, market trends and specialties of client needs.

We may be unable to provide the right mix of talent to meet our clients’ demand in specialized areas, including in rapidly changing areas of emerging technologies such as AI.

Our consultants may also have conflicts of interest that could prevent us from adequately meeting client demand, especially in concentrated specializations, which may adversely affect our revenue.

In such situations clients may also choose our competitors, which may harm our reputation and have adverse effects on our financial results.

Risks Related to Our Business Operations and Initiatives

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For example, our business is likely to be materially adversely affected if we are unable to secure new client projects because of improvements in our competitors’ service offerings, because of our customers’ use of technology or AI instead of external experts, because of a change in government regulatory requirements, because of an economic downturn decreasing the demand for outsourced professional services, or for other reasons.

New impediments to our ability to secure projects from clients may develop over time, such as the increasing use by large clients of in-house procurement groups that manage their relationship with service providers.

As technology continues to evolve, more tasks currently performed by people have been and may continue to be replaced by automation, robotics, machine learning, AI and other technological advances outside of our control.

These technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current customers to reduce or bypass the use of our services, particularly in lower-skill job categories.

Additionally, rapid changes in AI and generative AI which involves the use of advanced algorithms and machine learning techniques to create content, generate ideas, or simulate human-like behaviors and block chain-based technology are increasing the competitiveness landscape.

We may not be successful in anticipating or responding to these changes and there can be no assurance that we can integrate other technologies we use with AI or that material additional monetary and time expenditures will not be required.

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On the expiration of a contract, we typically seek a new contract or subcontractor role relating to that client to replace the revenue generated by the expired contract.

There can be no assurance that those expiring contracts we are

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servicing will continue after their expiration, that the client will re-procure those requirements, that any such re-procurement will not be restricted in a way that would eliminate us from the competition, or that we will be successful in any such re-procurements or in obtaining subcontractor roles.

There can be no assurance that those expiring contracts we are servicing will continue after their expiration, that the client will re-procure those requirements, that any such re-procurement will not be restricted in a way that would eliminate us from the competition, or that we will be successful in any such re-procurements or in obtaining subcontractor roles.

Any factor that diminishes client relationships and/or our professional reputation could make it substantially more difficult for us to compete successfully for new engagements and qualified consultants.

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To the extent we engage in competitive bidding and are unable to win certain contracts, we not only incur substantial costs in the bidding process that negatively affect our operating results, but we may lose the opportunity to operate in the market for the services provided under those contracts for a number of years and our revenue will be adversely impacted.

Even if we win a particular contract through competitive bidding, our profit margins may be depressed, or we may even suffer losses as a result of the costs incurred through the bidding process and the need to lower our prices to overcome competition.

Even if we win a particular contract through competitive bidding, our profit margins may be

depressed, or we may even suffer losses as a result of the costs incurred through the bidding process and the need to lower our prices to overcome competition.

Our contracts may contain provisions that are unfavorable to us and permit our clients to, among other things, terminate our contracts partially or completely at any time prior to completion.

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If a client were to terminate, decline to exercise options under, or curtail further performance under one or more of our major contracts, our revenue and operating results could be adversely affected.

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We may be unable to realize the level of the anticipated benefits that we expect from our restructuring initiatives, which may adversely impact our business and results of operations.

We may be unable to realize the level of the anticipated benefits that we expect from our transformation and restructuring initiatives, which may adversely impact our business and results of operations.

In response to changes in industry and market conditions, we have undertaken in the past, and from time to time expect to undertake in the future, restructuring, reorganization, or other strategic initiatives and business transformation plans to realign our resources with our growth strategies, operate more efficiently and control costs.

For example, in fiscal 2025, we initiated a global cost reduction plan (the “2025 Restructuring Plan”), including a reduction in force intended to reduce costs and streamline operations.

Additionally in fiscal 2025, we completed a reorganization of our business, which included forming discrete operational business units, On-Demand Talent, Consulting, Outsourced Services, and Europe & Asia Pacific and implementing management organizational changes and new reporting modules and processes (the “2025 Reorganization”).

The successful implementation of our restructuring activities may from time to time require us to effect business and asset dispositions, workforce reductions, management restructurings, decisions to limit investments in or otherwise exit businesses, office consolidations and closures, and other actions, each of which may depend on a number of factors that may not be within our control.

For example, in fiscal 2026, we began a transformation initiative to redesign and streamline our operating model to achieve a reduced cost structure, as well as integrate Reference Point's consulting capabilities into our existing consulting business to form a more cohesive consulting segment (the “2026 Transformation Initiative”).

In connection with the 2026 Transformation Initiative we began certain workforce reductions in October 2025 and January 2026 affecting management and administrative roles, aimed at improving efficiency, reducing costs and streamlining operations.

As has occurred in the past, the successful implementation of our transformation and restructuring activities may from time to time require us to effect business and asset dispositions, workforce reductions, management restructurings, decisions to limit investments in or otherwise exit businesses, office consolidations and closures, and other actions, each of which may depend on a number of factors that may not be within our control.

Any such effort to realign or streamline our organization has resulted in, and may in the future result in, the recording of restructuring or other charges, such as asset impairment charges, contract and lease termination costs, exit costs, termination benefits, and other restructuring costs.

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Further, upon completion of any restructuring initiatives, our business may not be more efficient or effective than prior to the implementation of the plan and we may be unable to achieve anticipated operating enhancements or cost reductions, which would adversely affect our business, competitive position, operating results and financial condition.

Our recent digital expansion and technology transformation efforts may not be successful, which could adversely impact our growth and profitability.

Our digital expansion and technology transformation efforts may not be successful, which could adversely impact our growth and profitability.

One of our primary areas of focus in recent years is digital expansion, which includes the launching of Project Phoenix, our multi-year technological modernization initiative that requires significant enterprise-wide effort replacing or upgrading core systems.

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We may not be able to build an efficient support structure as our business continues to grow and transform.

In fiscal 2025, we continued our Borderless Talent initiative to continue to evolve towards and facilitate a virtual operating model.

With this initiative, we seek to provide borderless solutions, anytime, anywhere, bringing the best talent to meet our clients’ business needs, based on workload, not zip code.

We continue to upgrade our cloud-based enterprise-wide operating and Enterprise Resource Planning system.

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New business strategies and initiatives, such as these, can be time-consuming for our management team and disruptive to our operations.

New business initiatives could also involve significant unanticipated challenges and risks including not advancing our business strategy, not realizing our anticipated return on investment, experiencing difficulty in implementing initiatives, or diverting management’s attention from our other businesses.

New business initiatives could also involve significant unanticipated challenges and risks

including not advancing our business strategy, not realizing our anticipated return on investment, experiencing difficulty in implementing initiatives, or diverting management’s attention from our other businesses.

These events could cause material harm to our business, operating results or financial condition.

We may not be able to grow our business, manage our growth or sustain our current business.

In fiscal 2025, we initiated the 2025 Restructuring Plan and completed the 2025 Reorganization.

There can be no assurance we will be able to maintain or expand our market presence in our current locations, successfully enter other markets or locations or successfully operate our business virtually without a physical presence in all our markets.

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ability to continue to grow our business will depend upon an improving global economy and a number of factors, including our ability to:

• grow new client base and penetrate our existing client base;

Our ability to continue to grow our business will depend upon an improving global economy and a number of factors, including our ability to:

• grow a new client base and penetrate our existing client base;

• expand profitably into new geographies;

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• addition of significant amounts of intangible assets, including goodwill, that are subject to periodic assessment of impairment, with such non-cash impairment potentially resulting in a material impact on our future financial results and financial condition;

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• dilution of our stock as a result of issuing equity securities;

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We rely on trademark registrations and common law trademark rights to protect the distinctiveness of our brand.

We have undertaken global rebranding initiatives, including the launch of our tagline ― Dare to Work Differently in fiscal 2022.

However, there can be no assurance that our rebranding initiative will result in a positive return on investment.

In addition, there can be no assurance that the actions we have taken to establish and protect our trademarks will be adequate to prevent use of our trademarks by others.

There can be no assurance that the actions we have taken to establish and protect our trademarks will be adequate to prevent use of our trademarks by others.

Further, not all of our trademarks were successfully registered in all of our desired countries.

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If such a claim were made and we were required to change our name or any of our marks, the value of our brand may diminish and our results of operations and financial condition could be adversely affected.

In fiscal 2026, our management identified a material weakness in our internal control over financial reporting.

If we do not effectively remediate this material weakness or if we experience additional material weaknesses or otherwise fail to maintain effective disclosure controls and procedures or internal control over financial reporting, our ability to report our financial results on a timely and accurate basis may be adversely impacted, which in turn may harm our business and adversely affect the market price of our common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control.

Our 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 reporting purposes in accordance with generally accepted accounting principles in the U.S.

We are required to furnish annually a report by management of its assessment of the effectiveness of our internal control over financial reporting as of the end of our most recent fiscal year.

In addition, our independent registered public accounting firm is required to provide a related attestation report on our internal control over financial reporting.

As described Part II Item 9A.

“Controls and Procedures” of this Annual Report on Form 10-K, as of May 30, 2026, management concluded the Company did not have effective controls over Information Technology General Controls (“ITGC”) for information systems and applications that are relevant to the preparation of the consolidated financial statements.

Management determined that we did not design and maintain effective controls to adequately restrict user and privileged access to financial applications, programs and data to the appropriate personnel.

Management also determined that program change management controls were not designed and operating effectively to ensure that information technology (“IT”) program and configuration changes affecting IT applications and underlying accounting records were appropriately identified, tested, authorized and implemented.

As a result, the related IT dependent manual and application controls that relied on the affected ITGCs, or on information generated by IT systems with affected ITGCs, were also deemed ineffective.

Management is in the process of implementing steps that it believes will remediate the material weakness it has identified.

Implementing such changes may distract our officers and employees, entail substantial costs and take time to

If we are unable to successfully remediate the existing material weakness or prevent a future material weakness or other deficiencies in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected;

our liquidity, our access to capital markets and the perceptions of our creditworthiness could be adversely affected;

we may be unable to maintain compliance with applicable securities laws, Nasdaq listing requirements, and the covenants under any debt instruments regarding the timely filing of periodic reports;

we may be subject to regulatory investigations and penalties;

and investors may lose confidence in our financial reporting.

If any such event or circumstance were to occur, our stock price could decline and our business, financial condition and results of operations could be materially adversely affected.

Risks Related to AI, Information Technology, Cybersecurity and Data Protection

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We use and rely on various computer, telecommunications and other information systems in the conduct and management of our business.

These information systems are vulnerable to security breaches, cyber or other security incidents, natural disasters or other catastrophic events, or other interruptions or damage stemming from power outages, equipment failure or unintended or unauthorized usage by employees.

We also rely on information systems and services provided by third parties.

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Cybersecurity incidents may involve the covert introduction of malware to computers and networks, and the use of techniques or processes that change frequently, including from emerging technologies, such as advanced forms of machine learning, AI and quantum computing, may be disguised or difficult to detect, or are designed to remain dormant until a triggering event, and may continue undetected for a period of time.

Our international operations further increase these risks due to differences in legal and regulatory standards across jurisdictions, varying levels of sophistication, resources and cooperation of foreign law enforcement, and reliance on local systems, infrastructure and third-party technology providers.

In addition, geopolitical developments may heighten the risk of targeted cyberattacks against companies with global operations, including state-sponsored or affiliated actors seeking to exploit regional conflicts or tensions.

Cybersecurity incidents have in the past resulted from, and may in the future result from, social engineering or impersonation of authorized users, and may also result from efforts to discover and exploit any design flaws, bugs, security vulnerabilities or security weaknesses, intentional or unintentional acts by employees or other insiders with access privileges, intentional acts of vandalism or fraud by third parties and sabotage.

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However, we expect to continue to be subject to cybersecurity incidents and attacks and there is no assurance that similar incidents or attacks, or new cybersecurity threats will not arise that, will not cause material impacts in the future.

Security incidents, including

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ransomware attacks, cyber-attacks or cyber-intrusions by computer hackers, foreign governments, cyber terrorists or others with grievances against the industry in which we operate or us in particular, may disable or damage the proper functioning of our networks and systems and result in a significant disruption of our business and potentially significant payments to restore the networks and systems.

Security incidents, including ransomware attacks, cyber-attacks or cyber-intrusions by computer hackers, foreign governments, cyber terrorists or others with grievances against the industry in which we operate or us in particular, may disable or damage the proper functioning of our networks and systems and result in a significant disruption of our business and potentially significant payments to restore the networks and systems.

We review and update our systems and have implemented processes and procedures to protect against cybersecurity incidents and unauthorized access to our data, although we cannot provide assurances that these efforts will be successful.

While we maintain insurance coverage for cybersecurity incidents that we believe is appropriate for our operations, our insurance coverage may not cover all potential claims against us, may require us to meet a deductible or may not continue to be available to us at a reasonable cost.

In addition, the transition of our workforce to a hybrid work environment, where our employees are often working remotely, has also increased our vulnerability to risks related to our hardware and software systems, including risks of phishing and other cybersecurity attacks.

In addition, our hybrid work environment, where our employees are often working remotely, has also increased our vulnerability to risks related to our hardware and software systems, including risks of phishing and other cybersecurity attacks.

Our systems may be subject to additional risk introduced by software that we license from third parties.

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this access could lead to potential unauthorized disclosure of confidential, personal, Company or client information that others could use to compete against us or for other disruptive, destructive or harmful purposes and outcomes.

Any such disclosure or damage to our networks and systems could subject us to third-party claims and governmental investigations and actions against us and reputational harm, including statutory damages under California or other state law, regulatory penalties and significant costs of incident investigation, remediation and notification.

state or foreign state law, regulatory penalties and significant costs of incident investigation, remediation and notification.

If these events occur, our ability to attract new clients or talent may be impaired or we may be subjected to damages or penalties.

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We use AI and machine learning solutions in, and we may in the future integrate additional AI and/or machine learning solutions into, our service and solution offerings, and these AI applications may become more important in our operations over time.

As an emerging technology, AI can be costly to implement and we cannot be sure that our use of AI will increase efficiency or provide any other benefits.

The use of AI tools and technology presents many challenges and risks to our business, including the risk of bias, miscalculations, data errors and other unintended consequences.

Unintended or improper use of AI may lead to regulatory issues, reputational or financial harm, and operational disruptions.

The rapid development and adoption of AI and AI-adjacent technology, and of AI’s competitive use cases, may make it more difficult for us to compete in our industry.

Our competitors may have greater success implementing and using AI technology than us, which could harm our ability to compete effectively and could adversely affect our results of operations.

As an emerging technology, AI can be costly and difficult to implement and we cannot be sure that our use of AI will increase efficiency or provide any other benefits.

The use of AI tools and technology presents many challenges and risks to our business, including the risk of hallucinations, bias, miscalculations, data errors and other unintended consequences.

Our personnel may not have the skills to adequately utilize AI, understand AI’s limitations or maintain proficiency with AI’s rapid changes, increasing the potential for its unintended or improper use.

Unintended or improper use of AI, including infringement of intellectual property, disclosure of our confidential business material or reliance on hallucinated results may lead to regulatory issues, reputational or financial harm, and operational disruptions.

Further, we may become reliant on AI technology and tools in the future.

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In addition, there has been a significant increase in AI-related litigation and government regulatory actions targeting the design, deployment and other uses of AI, and claiming liability under numerous areas of the law, such as consumer protection, product liability, privacy, intellectual property, securities and defamation.

The rapid development and adoption of AI and AI-adjacent technology, and of AI’s competitive use cases, may make it more difficult for us to compete in our industry.

Our competitors may have greater success implementing and using AI technology than us, which could harm our ability to compete effectively and could adversely affect our results of operations.

The occurrence of any of these risks could have an adverse effect on our business, reputation and results of operations.

Additionally, AI may accelerate the pace at which our clients can automate functions that would otherwise be performed by our consultants, which may reduce demand for our human capital solutions or exert downward pricing pressure on our services.

Further, if agentic AI or similar technologies reduce the size of our clients' workforces or enable them to fulfill professional staffing needs without engaging our consultants, our revenue and operating results could be materially adversely affected.

Legal and Regulatory Risks

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and prevent the use or disclosure of personal information, or require providing opt-outs for the use

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and disclosure of personal information, for secondary purposes such as marketing.

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Privacy and data protection law requirements also confer a private right of action in some countries, including under the GDPR.

As these laws continue to evolve, we may be required to make changes to our systems, services, solutions and/or products to enable us and/or our clients to meet the new legal requirements, including by taking on more onerous obligations in our contracts, limiting our storage, transfer and processing of data and, in some cases, limiting our service and/or solution offerings in certain locations and our ability to market to customers.

As these laws continue to evolve, we may be required to make changes to our operations, systems, services, solutions and/or products to enable us and/or our clients to meet the new legal requirements, including by taking on more onerous obligations in our operations, contracts, limiting our storage, transfer and processing of data and, in some cases, limiting our service and/or solution offerings in certain locations and our ability to market to customers.

Changes in these laws, or the interpretation and application thereof, may also increase our potential exposure through significantly higher potential penalties for non-compliance.

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While we seek to remain in compliance with such legal and regulatory requirements, there may be changes to regulatory schemes in jurisdictions in which we operate that are outside our control and our efforts to remain in compliance with such changes may adversely affect our business and operating results.

We have a Code of Business Conduct and Ethics, Compliance Policy for Anti-Bribery and Anti-Corruption Laws, Insider Trading Policy, Code of Vendor Conduct and Ethics and other policies and procedures that are designed to educate and establish the standards of conduct that we expect from our executive officers, outside directors, employees, consultants, independent contractors and vendors.

We must comply with professional or occupational licensing and certification requirements for some of our employees and consultants in foreign and domestic jurisdictions.

Additionally, we must comply with laws and regulations regarding immigration and labor codes.

Such laws, regulations and requirements may rapidly change.

In recent periods, there have been trends towards immigration policies that have restricted immigration and work visas for foreign workers.

Compliance with these laws, regulations and requirements can be costly, time-consuming and operationally burdensome, especially in a period of rapid legal changes.

Failure to comply with these requirements may mean some of our consultants are ineligible to work on certain projects or expose us to private and government liability which may harm our reputation, operations and financial results.

We have a Code of Business Conduct and Ethics, Compliance Policy for Anti-Bribery and Anti-Corruption Laws, Insider Trading Policy, Code of Vendor Conduct and Ethics and other policies and procedures that are designed to educate and enforce the standards of conduct that we expect from our executive officers, outside directors, employees, consultants, independent contractors and vendors.

These policies require strict compliance with U.S.

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Nonetheless, we cannot assure our stakeholders that our policies, procedures and related training programs will ensure full compliance with all applicable legal requirements.

Illegal or improper conduct by our executive officers, directors, employees, consultants or independent contractors, or others who are subject to our policies and procedures could damage our reputation in the U.S.

Illegal or improper conduct by our executive officers,

directors, employees, consultants or independent contractors, or others who are subject to our policies and procedures could damage our reputation in the U.S.

and internationally, which could adversely affect our existing client relationships or adversely affect our ability to attract and retain new clients, or lead to litigation or governmental or regulatory proceedings in the U.S.

or foreign jurisdictions, which could result in civil or criminal penalties, including substantial monetary awards, fines and penalties, as well as disgorgement of profits.

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We may be legally liable for damages resulting from the actions of our employees, the performance of projects by our consultants or for our clients’ mistreatment of our personnel.

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employee benefits;

or other claims.

or other claims by both our personnel and clients.

In some cases, we are contractually obligated to indemnify our clients against such risks.

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at the federal and state level and also in foreign jurisdictions.

Future changes in applicable tax laws and regulations, including changes in tax rates in the jurisdictions in which we operate, are outside our control and are difficult to predict given the political, budgetary and other challenges.

Future changes in applicable tax laws and regulations, including changes in tax rates or on tax benefits that we currently rely on in the jurisdictions in which we operate, are outside our control and are difficult to predict given the political, budgetary and other challenges.

Such changes could adversely affect our business and operating results.

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due to the labor laws, tax regulations and customs of the international markets we serve.

However, changes to foreign laws governing the definition or classification of independent contractors, or judicial decisions regarding independent contractor classification, could require classification of consultants as employees.

However, changes to foreign laws governing the definition or classification of independent

contractors, or judicial decisions regarding independent contractor classification, could require classification of consultants as employees.

Such reclassification could have an adverse effect on our business and results of operations, could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.

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The exclusive forum provisions in our Amended and Restated Bylaws could limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees.

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• divide our Board of Directors into three classes of directors, with each class serving a staggered three-year term.

Because the classification of the Board of Directors generally increases the difficulty of replacing a majority of the directors, it may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us and may make it difficult to change the composition of the Board of Directors;

attempting to obtain control of us and may make it difficult to change the composition of the Board of Directors;

• prohibit cumulative voting in the election of directors which, if not prohibited, could allow a minority stockholder holding a sufficient percentage of a class of shares to ensure the election of one or more directors;

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• require that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing;

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The terms of our credit facility impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions.

Prior to July 2, 2025, we had a $175.0 million senior secured loan (the “2021 Credit Facility”) which was scheduled to mature on November 12, 2026.

On July 2, 2025, we entered into a new credit agreement that provides for a secured revolving loan, available in an amount up to the lesser of $50.0 million and a borrowing base formula tied to eligible receivables (the “New Credit Facility”), maturing on November 30, 2029.

We are subject to various operating covenants under the New Credit Facility which restrict our ability to, among other things, incur liens, incur additional indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets.

The New Credit Facility also requires us to comply with financial covenants limiting our minimum fixed charge coverage ratio and maximum total net leverage ratio.

Any failure to comply with these covenants may constitute a breach under the New Credit Facility, which could result in the acceleration of all or a substantial portion of any outstanding indebtedness and termination of revolving credit commitments under the New Credit Facility.

Our inability to maintain our New Credit Facility could materially and adversely affect our liquidity and our business.

Our New Credit Facility bears a variable rate of interest that is based on the Secured Overnight Financing Rate (“SOFR”) which may have consequences for us that cannot be reasonably predicted and may adversely affect our liquidity, financial condition, and earnings.

Borrowings under our Credit Facility bear interest at a rate per annum of either, at our election, (i) Term SOFR (as defined in the New Credit Facility) plus a margin ranging from 1.25% to 2.5% or (ii) the Base Rate (as defined in the New Credit Facility), plus a margin ranging from 0.25% to 1.5%, with the applicable margin depending on our Consolidated EBITDA (as defined in the New Credit Facility).

Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over time may bear little or no relation to the historical actual or historical indicative data.

It is possible that the volatility of SOFR and the applicable credit adjustment could result in higher borrowing costs for us, and could adversely affect our liquidity, financial condition, and earnings.

On July 15, 2026, we entered into a new credit agreement that provides for secured revolving loans, available in an amount up to the lesser of $30.0 million and a borrowing base formula tied to eligible receivables and eligible unbilled receivables and subject to established reserves, which includes a $5,000,000 sublimit for the issuance of standby letters of credit and a $15,000,000 sublimit for swing loans (the "2026 Credit Facility").

We are subject to various operating covenants under the 2026 Credit Facility which restrict our ability to, among other things, incur additional liens, incur additional indebtedness, make certain dividends and distributions, merge or consolidate and make dispositions of assets.

The 2026 Credit Facility also requires us to maintain a minimum level of liquidity and, upon certain conditions, a minimum fixed charge coverage ratio.

Any failure to comply with these covenants may constitute a breach under the 2026 Credit Facility, which could result in the acceleration of all or a substantial portion of any outstanding indebtedness and termination of revolving credit commitments under the 2026 Credit Facility.

Our inability to maintain our 2026 Credit Facility could materially and adversely affect our liquidity and our business.

The 2026 Credit Facility bears a variable rate of interest that is based on the Secured Overnight Financing Rate (“SOFR”) which may have consequences for us that cannot be reasonably predicted and may adversely affect our liquidity, financial condition, and earnings.

Borrowings under the 2026 Credit Facility bear interest at a variable rate per annum of either, at our election, (i) Term SOFR (as defined in the 2026 Credit Facility) plus a margin ranging from 1.75% to 2.25% or (ii) the Alternate Base Rate (as defined in the 2026 Credit Facility), plus a margin of 0.75% to 1.25%, in either case, with the applicable margin depending on the Company's Consolidated EBITDA (as defined in the 2026 Credit Facility).

Accordingly, increases in benchmark interest rates or credit spreads increase our interest expense and debt service obligations.

Higher borrowing costs could reduce cash flows available for operations, capital expenditures, strategic investments and other corporate purposes.

In addition, increases in interest rates may make it more difficult or more expensive to refinance existing indebtedness or incur additional indebtedness on commercially reasonable terms.

Any of these factors could adversely affect our liquidity, financial condition and earnings.

We could be negatively affected as a result of activist shareholders.

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We can give no assurance that dividends will be declared and paid in the future.

The failure to pay the

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quarterly dividend, reduction of the quarterly dividend rate or the discontinuance of the quarterly dividend could adversely affect the trading price of our common stock.

The failure to pay the quarterly dividend, reduction of the quarterly dividend rate or the discontinuance of the quarterly dividend could adversely affect the trading price of our common stock.

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 1A. Risk Factors