What changed in this filing

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Item 9A. Controls and Procedures

2026-07-24 compared with 2025-07-28 · 101 added, 63 removed, 132 unchanged (55% of the section changed)

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As required by SEC Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of May 30, 2026.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of May 31, 2025.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of May 30, 2026 due to a material weakness in internal control over financial reporting, as described below.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

We maintain internal control over financial reporting 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.

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.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

This evaluation included an assessment of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of May 31, 2025.

The Company’s independent registered public accounting firm, RSM US LLP, which audited the financial statements included in this Annual Report on Form 10-K, has audited the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025, as stated in their report which is included in this Item 9A under the heading “Report of Independent Registered Public Accounting Firm.”

Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of May 30, 2026 due to the material weakness described below.

However, after giving full consideration to the material weakness, and the additional analysis and other procedures we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with GAAP, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the period disclosed in conformity with GAAP.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a 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.

Management identified a material weakness in our internal control over financial reporting associated with ineffective information technology general controls (“ITGCs”) that support our financial reporting processes.

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 authorized 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 could have been adversely impacted, and were also deemed to be ineffective.

Notwithstanding the identified material weakness, management does not believe that the deficiencies had an adverse effect on our reported operating results or financial condition, and management has determined that the financial statements and other information included in this report and other periodic filings present fairly in all material respects our financial condition and results of operations at and for the period presented.

Our independent registered public accounting firm, Ernst & Young LLP, has issued a report on the effectiveness of our internal control over financial reporting as of May 30, 2026, which is included in Item 9 of this Annual Report on Form 10-K.

Management's Plan to Remediate the Material Weakness

Our remediation efforts are ongoing and we will continue our initiatives to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

We are committed to making the necessary changes and improvements to our system of controls to address the material weakness in internal control over financial reporting described above.

Our emphasis of designing and implementing improved processes and controls will involve but is not limited to the following:

• Enhance the design of our user access controls, including limiting privileged access to only appropriate personnel, defining and maintaining access profiles commensurate with job responsibilities, and increasing the frequency of user access review controls.

• Improve audit logging across our financial applications and IT systems to enhance the completeness and traceability of user access changes and system and program changes.

• Establish guidance and standardized procedures for the performance of user access and change management reviews and perform ongoing training with control operators to improve documentation to support effective control activities, including evidence over the completeness and accuracy of reports used by the Company when conducting such reviews

• Enhance our segregation of duties review process.

We are in the process of implementing the remediation activities as of the date of this report and believe that upon completion, we will have strengthened our ITGCs to address and successfully remediate the identified material weakness.

However, a control weakness is not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes that these controls are operating effectively.

We expect to complete the remediation activities as early as practicable in the fiscal year 2027.

We will continue to monitor the effectiveness of these remediation measures, and we will make any changes to the design of this plan and take such other actions that we deem appropriate given the circumstances.

Changes in Internal Control Over Financial Reporting

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 than the changes associated with the material weakness and remediation actions noted above, there were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended May 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures, and Internal Controls Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Resources Connection, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Resources Connection, Inc.

and its subsidiaries’ internal control over financial reporting as of May 30, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Resources Connection, Inc.

and its subsidiaries (the Company) has not maintained effective internal control over financial reporting as of May 30, 2026, based on the COSO criteria.

A material weakness is a 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 weakness has been identified and included in management’s assessment.

The Company did not design and maintain effective controls over information technology general controls (ITGCs) for information systems and applications that are relevant to the preparation of the consolidated financial statements.

Specifically, the Company did not design and maintain effective controls over user access and program change management for financial applications, programs and data, including controls to appropriately restrict access to authorized personnel and controls to appropriately identify, test, authorize, approve and implement system changes.

Business process controls (automated and manual) that are dependent on the ineffective ITGCs, or that rely on data produced from systems impacted by the ITGCs could have been adversely impacted, and were also deemed to be ineffective.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of May 30, 2026, the related consolidated statements of operations and comprehensive loss, changes in stockholders‘ equity and cash flows, for the year in the period ended May 30, 2026.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2026 consolidated financial statements, and this report does not affect our report dated July 24, 2026, which expressed an unqualified opinion thereon.

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 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.

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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and 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

A company’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.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) 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 company are being made only in accordance with authorizations of management and

directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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.

/s/ Ernst & Young LLP

Irvine, California

July 24, 2026

OTHER INFORMATION.

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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,” “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.

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,” "DELINQUENT SECTION 16(A) REPORTS," in each case in the Company’s proxy statement related to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 30, 2026, which information is incorporated herein by reference.

EXECUTIVE COMPENSATION.

The information appearing under the captions “EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION,” “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,” “EXECUTIVE COMPENSATION TABLES FOR FISCAL 2025,” “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL,” “CEO PAY RATIO DISCLOSURE,” “PAY VERSUS PERFORMANCE DISCLOSURE” and “DIRECTOR COMPENSATION,” 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, is incorporated herein by reference.

The information appearing under the captions “EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION,” “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,” “EXECUTIVE COMPENSATION TABLES FOR FISCAL 2026,” “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL,” “CEO PAY RATIO DISCLOSURE,” “PAY VERSUS PERFORMANCE DISCLOSURE” and “DIRECTOR COMPENSATION” and "DIRECTOR COMPENSATION TABLE- FISCAL 2026," in each case, in the Company’s proxy statement related to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 30, 2026, is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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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 30, 2026:

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(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.

(2) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock awards, restricted stock units and performance stock unit awards issued under our 2014 Performance Incentive Plan and our 2020 Performance Incentive Plan and the cash-settled Stock Units issued under our Directors Deferred Compensation Plan.

(3) Consists of 830,388 shares available for issuance under our ESPP and 1,308,213 shares available for issuance under our 2020 Performance Incentive Plan.

Shares available under the 2020 Performance Incentive Plan generally may be used for any type of award authorized under that plan including stock options, restricted stock, stock bonuses, performance stock, performance stock units, stock units, phantom stock and other forms of awards granted or denominated in our common stock.

(1) This amount consists of (i) 2,457,982 shares of our common stock subject to unvested restricted stock units and performance stock units granted under the 2020 Plan (with performance stock units assumed to be forfeited without vesting as the threshold level of performance was not achieved as of May 30, 2026) and (ii) 1,050,489 shares of our common stock subject to stock options granted under the 2014 Plan.

This amount does not include 675,161 shares of our common stock issued and outstanding pursuant to unvested restricted stock awards under the 2020 Plan and it does not include 176,986 cash-settled Stock Units issued and outstanding under our Directors Deferred Compensation Plan.

(2) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock awards, restricted stock units and performance stock unit awards issued under the 2014 Plan and the 2020 Plan and the cash-settled Stock Units issued under our Directors Deferred Compensation Plan.

(3) This amount consists of 303,269 shares available for issuance under our ESPP and 927,662 shares available for issuance under the 2020 Plan.

Shares available under the 2020 Plan generally may be used for any type of award authorized under that plan including stock options, restricted stock, stock bonuses, performance stock, performance stock units, restricted stock units, phantom stock and other forms of awards granted or denominated in our common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Our independent registered public accounting firm is RSM US LLP , Irvine CA , Auditor firm ID:

The information appearing under the caption “PROPOSAL 2.

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.

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Our independent registered public accounting firm is Ernst & Young LLP , Irvine CA , Auditor firm ID:

The information appearing under the caption “ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the proxy statement related to the Company’s 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended May 30, 2026, is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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Consolidated Balance Sheets as of May 30, 2026 and May 31, 2025

Consolidated Statements of Operations for each of the three years in the period ended May 31, 2025

Consolidated Statements of Comprehensive Income for each of the three years in the period ended May 31, 2025

Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended May 31, 2025

Consolidated Statements of Cash Flows for each of the three years in the period ended May 31, 2025

Consolidated Statements of Operations for the years ended May 30, 2026, May 31, 2025 and May 25, 2024

Consolidated Statements of Comprehensive Income for the years ended May 30, 2026, May 31, 2025 and May 25, 2024

Consolidated Statements of Stockholders’ Equity for the years ended May 30, 2026, May 31, 2025 and May 25, 2024

Consolidated Statements of Cash Flows for the years ended May 30, 2026, May 31, 2025 and May 25, 2024

Notes to Consolidated Financial Statements

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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 .

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) .

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 filed on July 28, 2025) .

10.1 Revolving Credit, Guaranty and Security Agreement, dated as of July 15, 2026, by and among, Resources Connection, Inc.

and Resources Connection LLC, as borrowers, Veracity Consulting Group, LLC and Reference Point LLC, as guarantors, the financial institutions party thereto as lenders, and PNC Bank, National Association, as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 16, 2026).

10.2+* 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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Directors’ Compensation Policy (Revised April 23, 202 6 ) .

10.3+ 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).

10.4+ Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year ended May 31, 2008).

10.6+ Employment Agreement dated October 21, 2022 between Jennifer Y.

Ryu, Resources Connection, Inc.

and Resources Connection LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on October 21, 2022).

10.7+ Employment Agreement dated February 3, 2020 between Kate W.

Duchene and Resources Connection, Inc.

(incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on February 4, 2020).

10.8+ Letter agreement to amend Employment Agreement, dated as of January 20, 2021, to the Employment Agreement, dated as of February 3, 2020, by and between Resources Connection, Inc.

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).

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

and Resources Connection LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 3, 2024).

10.5+ Resources Connection, Inc.

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10.6+ Resources Connection, Inc.

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 ).

2020 Performance Incentive Plan (as amended and restated on August 22, 2024) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 21, 2024).

10.7+ 2021 Form of Notice of Grant and Terms and Conditions of Restricted Stock Unit Award under the Resources Connection, Inc.

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10.14+ Resources Connection, Inc.

2014 Performance Incentive Plan Restricted Stock Award Terms and Conditions (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended May 26, 2018).

10.20+ Resources Connection, Inc.

2014 Performance Incentive Plan - Canada Terms and Conditions of Nonqualified Stock Option (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended May 26, 2018).

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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).

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10.16 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 ) .

10.17+ Transition Agreement by and between the Company and Kate W.

Duchene, dated as of October 31, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on November 3, 2025)

10.18+ Employment Agreement by and between the Company and Roger Carlile, dated as of October 31, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 3, 2025)

10.19+ Employment Agreement dated October 21, 2022 between Jennifer Y.

Ryu, Resources Connection, Inc.

and Resources Connection LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on October 21, 2022).

10.20+ Retention Agreement between the Company and Jennifer Ryu, dated as of February 6, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 9, 2026).

10.21+ Separation and General Release Agreement between the Company and Bhadreskumar Patel, dated as of March 3, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2026).

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the year ended May 25, 2024).

21.1* List of Subsidiaries.

23.1* Consent of Independent Registered Public Accounting Firm.

23.1* Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).

23.2* Consent of Independent Registered Public Accounting Firm (RSM US LLP).

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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).

97.1 Policy Regarding the Recoupment of Certain Compensation Payments (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.

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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.

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July 24, 2026

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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.

Signature Title Date

/ S / KATE W.

/ S / ROGER CARLILE

President, Chief Executive Officer and Director July 24, 2026

Duchene (Principal Executive Officer)

Roger Carlile (Principal Executive Officer)

/ S / JENNIFER RYU

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Jennifer Ryu (Principal Financial Officer and Principal Accounting Officer)

/ S / ROGER CARLILE

Director July 28, 2025

Roger Carlile

/ S / ANTHONY CHERBAK

Director July 28, 2025

Anthony Cherbak

/ S / SUSAN M.

Director July 24, 2026

/ S / NEIL DIMICK

Director July 28, 2025

/s/ JEFFREY H.

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Marco von Maltzan

/ S / DAVID P.

Director July 28, 2025

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