What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-13 · 125 added, 90 removed, 773 unchanged (22% of the section changed)

46 unchanged sentences

Selling, general and administrative expenses 1,925,852 2,005,756 2,110,414

(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Note A) ( 94,079 ) ( 88,020 ) 86,139

Amortization of intangible assets 1,217 2,883 1,667

Operating income 76,461 241,474 464,590

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Note A) ( 106,092 ) ( 94,079 ) ( 88,020 )

Interest income, net ( 11,799 ) ( 22,118 ) ( 23,973 )

69 unchanged sentences

Amortization of intangible assets 1,873 1,217 2,883

Realized and unrealized (gains) losses from investments held in employee deferred compensation trusts ( 71,656 ) ( 72,971 ) 98,776

Realized and unrealized gains from investments held in employee deferred compensation trusts ( 78,871 ) ( 71,656 ) ( 72,971 )

Stock-based compensation 59,416 63,448 61,139

64 unchanged sentences

Advertising costs were $ 46.1 million, $ 53.9 million and $ 54.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(Income) Loss from Investments Held in Employee Deferred Compensation Trusts .

Income from Investments Held in Employee Deferred Compensation Trusts .

Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions.

1 unchanged sentence

The value of the related investment trust assets also changes by an equal and offsetting amount, leaving no net cost to the Company, and therefore no effect on reported net income.

The Company’s (income) loss from investments held in employee deferred compensation trusts consists of unrealized and realized gains and losses, and dividend income from trust investments and is presented separately on the Consolidated Statements of Operations.

The Company’s income from investments held in employee deferred compensation trusts consists of unrealized and realized gains and losses, and dividend income from trust investments and is presented separately on the Consolidated Statements of Operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the Company’s (income) loss from investments held in employee deferred compensation trusts (in thousands):

The following table presents the Company’s income from investments held in employee deferred compensation trusts (in thousands):

Year Ended December 31,

1 unchanged sentence

Dividend income $ ( 27,221 ) $ ( 22,423 ) $ ( 15,049 )

Realized and unrealized (gains) losses ( 71,656 ) ( 72,971 ) 98,776

(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses) $ ( 94,079 ) $ ( 88,020 ) $ 86,139

The following table presents the Company’s increase (decrease) in employee deferred compensation costs and expense related to changes in the fair value of trust assets for its nonqualified employee deferred compensation plans (in thousands):

Realized and unrealized gains ( 78,871 ) ( 71,656 ) ( 72,971 )

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses) $ ( 106,092 ) $ ( 94,079 ) $ ( 88,020 )

The following table presents the Company’s increase in employee deferred compensation costs and expense related to changes in the fair value of trust assets for its nonqualified employee deferred compensation plans (in thousands):

Year Ended December 31,

2025 2024 2023

Increase (decrease) in employee deferred compensation costs and expense related to changes in the fair value of trust assets $ 94,079 $ 88,020 $ ( 86,139 )

Increase in employee deferred compensation costs and expense related to changes in the fair value of trust assets $ 106,092 $ 94,079 $ 88,020

Comprehensive Income (Loss).

103 unchanged sentences

If such losses are ultimately utilized to offset future segment income, the Company will recognize a tax benefit up to the full amount of the valuation reserve.

The Organization of Economic Cooperation and Development (“OECD”), an international association of many countries, has introduced a framework to impose a 15% global minimum corporate tax, referred to as Pillar Two, effective for tax years beginning in 2024.

Currently, there are no laws enacted incorporating Pillar Two in the U.S., however, certain countries in which the Company operates have adopted, or are in the process of adopting legislation to implement Pillar Two.

The OECD continues to release additional guidance and countries are implementing legislation with widespread adoption of the Global Anti-Base Erosion (“GloBE”) Model Rules for Pillar Two.

The Company is continuing to evaluate the GloBE Model Rules for Pillar Two and related legislation;

no material tax impacts are expected.

Previously, the Organization of Economic Cooperation and Development (“OECD”), an international association of many countries including the U.S., introduced a framework to impose a 15% global minimum corporate tax, referred to as Pillar Two, effective for tax years beginning in 2024.

On January 5, 2026, the OECD released new guidance establishing the Side-by-Side (“SbS”) program under the Pillar Two global minimum tax framework.

The SbS program includes a Simplified Effective Tax Rate Safe Harbor, an extended Transitional Country-by-Country Reporting Safe Harbor, and a Substance-based Tax Incentive Safe Harbor.

The Company does not expect the SbS guidance to materially affect its tax obligations and will continue to monitor global implementation.

Workers ’ Compensation .

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The reserves for IBNR claims and for the ongoing development of existing claims in each reporting period include estimates.

The Company has established reserves for medical claims using rates which are estimated using periodic third-party

The Company has established reserves for medical claims using rates which are estimated using periodic third-party actuarial valuations based upon historical loss statistics which include the Company’s historical claims data, and an estimate of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

actuarial valuations based upon historical loss statistics which include the Company’s historical claims data, and an estimate of future claim trends.

future claim trends.

While management believes that its assumptions and estimates are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the Company’s future results.

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Recently Adopted Accounting Pronouncements

Segment Reporting.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

This ASU is effective for public filers for fiscal periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, however early adoption is permitted.

The Company adopted the new guidance for the fiscal year ended December 31, 2024, resulting in additional disclosures to the Company’s segment financial information footnote.

The impact of the adoption was not material to the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Tax Disclosures .

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

2 unchanged sentences

The new guidance is effective for public filers for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

The Company adopted the new guidance for the 2025 Form 10-K annual filing retrospectively, resulting in additional disclosures to the Company’s income tax footnote.

The impact of the adoption did not effect the Company’s operating results, cash flows, or financial position.

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Statement Disclosures.

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The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Financial Instruments Credit Losses Disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments, Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This ASU provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification 606, Revenue from Contracts with Customers.

All entities with this practical expedient are to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets.

This guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company has evaluated the impact of the new guidance and determined that the adoption of this standard will not have a material impact on the Company’s consolidated financial statements and related disclosures.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Internal-Use Software Disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles, Goodwill and Other, Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in this ASU will remove all references to software development project stages so that the guidance is neutral to different software development methods.

Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures.

Note C—Revenue Recognition

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Property and equipment, net $ 128,814 $ 119,564

Note F—Other Noncurrent Assets

Other noncurrent assets consisted of the following (in thousands):

Unamortized cloud computing implementation costs $ 10,517 $ 15,047

Other intangible assets, net 1,218 2,433

Other noncurrent assets $ 11,735 $ 17,480

Note G—Leases

Note F—Leases

The Company has operating leases for corporate and field offices, and certain equipment.

6 unchanged sentences

Right-of-use assets obtained in exchange for new operating lease liabilities $ 75,613 $ 78,613 $ 91,762

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Supplemental balance sheet information related to leases consisted of the following:

3 unchanged sentences

Weighted average discount rate for operating leases 4.2 % 3.9 % 3.2 %

Future minimum lease payments under non-cancelable leases as of December 31, 2024, were as follows (in thousands):

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Future minimum lease payments under noncancelable leases as of December 31, 2025, were as follows (in thousands):

2026 $ 79,286

4 unchanged sentences

As of December 31, 2025, the Company had additional future minimum lease obligations totaling $ 73.0 million under executed operating lease contracts that had not yet commenced.

These operating leases include agreements for corporate and field office facilities with lease terms of one year to 11 years.

Note H—Goodwill

These operating leases include agreements for corporate and field office facilities with lease terms of three years to 11 years.

Note G—Goodwill

The following table sets forth the activity in goodwill from December 31, 2023, through December 31, 2025 (in thousands):

5 unchanged sentences

$ 133,938 $ 26,063 $ 77,179 $ 237,180

Acquisitions (a) 1,205 235 10,978 12,418

Foreign currency translation adjustments 555 108 1,208 1,871

1 unchanged sentence

$ 135,698 $ 26,406 $ 89,365 $ 251,469

(a) In April 2025, the Company expanded its operations through two acquisitions.

These transactions, executed via the Company’s wholly owned subsidiaries, resulted in the recognition of $ 12.4 million in goodwill.

Note H—Other Noncurrent Assets

Other noncurrent assets consisted of the following (in thousands):

Unamortized cloud computing implementation costs, noncurrent $ 17,764 $ 10,517

Other intangible assets, net 1,840 1,218

Other noncurrent assets $ 19,604 $ 11,735

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note I—Accrued Payroll and Benefit Costs

4 unchanged sentences

Accrued payroll and benefit costs $ 382,020 $ 372,785

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note J—Employee Deferred Compensation Plans

7 unchanged sentences

The liability value for the nonqualified plans was $ 771.6 million and $ 678.4 million as of December 31, 2025, and December 31, 2024, respectively.

Contribution expenses for the Company’s qualified and nonqualified defined contribution plans were $ 46.6 million, $ 42.4 million and $ 50.4 million for the years ended December 31, 2024, 2023, and 2022.

Contribution expenses for the Company’s qualified and nonqualified defined contribution plans were $ 47.0 million, $ 46.6 million and $ 42.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company has statutory defined contribution plans and defined benefit plans outside the United States of America, which are not material.

6 unchanged sentences

Foreign 14,080 20,400 34,885

Federal and state ( 14,512 ) ( 16,266 ) 13,542

Federal 21,264 ( 10,674 ) ( 12,276 )

State 7,087 ( 3,838 ) ( 3,990 )

Foreign ( 4,355 ) ( 3,988 ) ( 372 )

$ 61,362 $ 106,073 $ 165,437

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income before the provision for income taxes for the years ended December 31, 2025, 2024 and 2023, consisted of the following (in thousands):

4 unchanged sentences

$ 194,352 $ 357,671 $ 576,583

The income taxes shown above varied from the statutory federal income tax rates for these periods as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The income taxes shown above varied from the statutory federal income tax rates for these periods as follows (in thousands, except for percentages):

Year Ended December 31,

2025 2024 2023

income tax rate 21.0 % 21.0 % 21.0 %

State income taxes, net of federal tax benefit 5.1 4.7 4.7

Permanent book/tax differences 0.7 0.4 0.3

federal statutory tax rate $ 40,814 21.0 % $ 75,111 21.0 % $ 121,082 21.0 %

State and local income taxes, net of federal tax effect (a) 11,190 5.8 18,137 5.1 27,354 4.7

Foreign tax effects 9,418 4.9 8,695 2.4 14,039 2.4

Effect of cross-border tax laws

Foreign-derived intangible income ( 2,058 ) ( 1.1 ) ( 2,219 ) ( 0.6 ) ( 1,628 ) ( 0.3 )

Other ( 1,498 ) ( 0.8 ) ( 1,669 ) ( 0.5 ) ( 254 ) 0.0

Work opportunity tax credits ( 4,850 ) ( 2.5 ) ( 4,110 ) ( 1.1 ) ( 5,121 ) ( 0.9 )

Other tax credits ( 500 ) ( 0.2 ) ( 500 ) ( 0.1 ) ( 500 ) ( 0.1 )

Nontaxable or nondeductible items

Compensation book/tax differences 4,899 2.5 6,303 1.8 7,734 1.3

income taxed at different rates, net of foreign tax credits 2.0 2.5 1.7

Federal tax credits ( 1.0 ) ( 0.8 ) ( 1.0 )

Tax impact of uncertain tax positions ( 0.7 ) ( 0.1 ) 0.1

Other, net 0.8 ( 0.3 ) ( 0.9 )

Meals & entertainment 3,907 2.0 3,488 1.0 2,791 0.5

Shared based compensation 3,202 1.7 873 0.2 72 0.0

Other 1,250 0.6 1,204 0.3 1,353 0.2

Unrecognized tax benefits ( 3,648 ) ( 1.9 ) ( 2,536 ) ( 0.7 ) ( 826 ) ( 0.1 )

Other adjustments ( 764 ) ( 0.4 ) 3,296 0.9 ( 659 ) 0.0

Effective tax rate $ 61,362 31.6 % $ 106,073 29.7 % $ 165,437 28.7 %

The deferred portion of the tax provision (benefit) consisted of the following (in thousands):

(a) In 2025, state taxes in California, New Jersey, Illinois, Minnesota and New York made up the majority (majority is defined as greater than 50 percent) of the tax effect in this category.

In 2024, state taxes in California, Illinois, New Jersey, Minnesota, Texas and New York made up the majority of the tax effect in this category.

In 2023, state taxes in California, Illinois, New Jersey, New York and Minnesota made up the majority of the tax effect in this category.

Income taxes paid, net of refunds, for the years ended December 31, 2025, 2024 and 2023, consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Federal $ 18,000 $ 83,000 $ 100,000

State 13,227 29,546 29,760

Foreign 10,406 31,069 38,728

Income taxes paid, net of refunds $ 41,633 $ 143,615 $ 168,488

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income taxes paid (net of refunds) exceeded 5 percent of total income tax paid (net of refunds) in the following jurisdictions for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Year Ended December 31,

2025 2024 2023

Germany $ ( 2,140 ) $ 13,579 $ 11,671

Belgium $ 5,145 * *

California $ 2,483 * *

* Jurisdiction below the threshold for the period presented.

The deferred portion of the tax provision (benefit) for the years ended December 31, 2025, 2024 and 2023, consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Accrued expenses, deducted for tax when paid $ ( 22,367 ) $ ( 23,871 ) $ ( 23,456 )

1 unchanged sentence

Depreciation 1,005 ( 1,343 ) ( 330 )

Unrealized gains (losses) from investments held in employee deferred compensation trusts 16,578 19,139 ( 26,009 )

Unrealized gains from investments held in employee deferred compensation trusts 24,550 16,578 19,139

Other, net ( 3,806 ) ( 3,187 ) ( 937 )

$ 23,996 $ ( 18,500 ) $ ( 16,638 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of the deferred income tax amounts at December 31, 2025, and 2024, were as follows (in thousands):

1 unchanged sentence

Employee deferred compensation and other benefit obligations $ 212,739 $ 189,407

Deferred revenues, foreign royalties and management fees 72 375

Credits and net operating loss carryforwards 44,568 31,337

14 unchanged sentences

Total deferred income tax assets, net $ 134,297 $ 157,730

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Credits and net operating loss carryforwards include tax-effected net operating losses in foreign countries of $ 42.6 million that expire in 2026 and later, and foreign tax credits of $ 2.0 million that expire in 2030 and later.

13 unchanged sentences

The Company’s continuing practice is to recognize interest and penalties related to income tax matters in income tax expense.

The total amount of interest and penalties accrued as of December 31, 2024, is $ 1.4 million, including a $ 0.3 million increase recorded in income tax expense during the year.

The total amount of interest and penalties accrued as of December 31, 2025, is $ 0.9 million, including a $ 0.5 million decrease recorded in income tax expense during the year.

The total amount of interest and penalties accrued as of December 31, 2024, was $ 1.4 million, including a $ 0.3 million increase recorded in income tax expense during the year.

The total amount of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

interest and penalties accrued as of December 31, 2022, was $ 0.6 million, including a $ 0.2 million decrease recorded in income tax expense during the year.

The Company does not believe it is reasonably possible that the settlement of tax uncertainties will occur within the next 12 months.

The total amount of interest and penalties accrued as of December 31, 2023, was $ 1.0 million, including a $ 0.4 million increase recorded in income tax expense during the year.

The Company’s major income tax jurisdictions are the U.S., Australia, Belgium, Brazil, Canada, Germany and the United Kingdom.

3 unchanged sentences

Generally, for foreign countries, the Company remains subject to examination for 2018 and subsequent years.

The Company is currently under audit by the Internal Revenue Service (IRS) for the fiscal year ended December 31, 2021;

no material tax adjustments have been identified.

The Company concluded its Internal Revenue Service audit for the fiscal year ended December 31, 2021, and no material changes were identified.

Note L—Commitments and Contingencies

On March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which was subsequently amended on October 23, 2015.

The complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010, were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process.

The complaint alleges that a putative class of current and former employees of the Company who resided in California, were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process.

The class period runs from March 13, 2010, to present.

Gentry seeks recovery on her own behalf and on behalf of the putative class in an unspecified amount for this allegedly unpaid compensation.

Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements.

Gentry also seeks an unspecified amount of other damages, attorneys’ fees and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General Act (“PAGA”).

Gentry also seeks an unspecified amount of other damages, attorneys’ fees and statutory penalties, including penalties for allegedly not paying all wages due upon separation and civil penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General Act (“PAGA”).

On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration.

3 unchanged sentences

and (3) a subclass of class members who are no longer employed by the Company (i.e., a “waiting time penalties” subclass).

The first phase of the trial in the case on the issue of liability as to the Plaintiff and the class commenced on November 3, 2025.

Closing arguments were delivered on January 23, 2026, at which hearing the court requested further legal briefs to be delivered February 13, 2026.

The Court is permitting Robert Half to file a motion for decertification.

The timing of a liability ruling is not expected until after a case management conference on March 19, 2026.

If the Court’s order on the liability phase finds in favor of Plaintiff on any of her claims, the case will move on to a second phase

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of the trial on the calculation of damages later this year.

This phase will have its own discovery and its own separate trial.

At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements.

13 unchanged sentences

Legal costs associated with the resolution of claims, lawsuits and other contingencies are expensed as incurred.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has an uncommitted letter of credit facility (the “facility”) of up to $ 35.0 million, which is available to cover the issuance of debt support standby letters of credit.

The Company had used $ 11.2 million and $ 14.3 million in debt support standby letters of credit as of December 31, 2024 and 2023, respectively, primarily to satisfy workers’ compensation insurer’s collateral requirements.

There is a service fee of 1.1 % to 1.2 % on the used portion of the facility.

The facility is subject to certain financial covenants and expires on August 31, 2025.

The Company was in compliance with these covenants as of December 31, 2024.

The Company intends to renew this facility prior to its August 31, 2025 expiration.

In May 2023, the Company entered into an amendment to extend the maturity of its $ 100 million unsecured revolving credit facility (the “Credit Agreement”) to May 2026.

Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing which will be calculated according to the Adjusted Term Secured Overnight Financing Rate (“SOFR”), or an alternative base rate, plus an applicable margin.

On May 28, 2025, the Company entered into a $ 100.0 million credit agreement (the “2025 Credit Agreement”) which matures in May 2030.

Borrowings under the 2025 Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the adjusted term Secured Overnight Financing Rate (“SOFR”), plus an applicable margin.

The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of December 31, 2025.

There were no borrowings under the Credit Agreement as of December 31, 2024 or December 31, 2023.

As of December 31, 2025, the Company had no borrowings under the Credit Agreement, and maintained $ 10.1 million in standby letters of credit to satisfy workers’ compensation insurer’s collateral requirements.

In connection with entering into the 2025 Credit Agreement, the Company terminated its prior Credit Agreement dated May 11, 2020 (as amended from time to time, the “2020 Credit Agreement”).

At the time of termination, the 2020 Credit Agreement provided for up to $ 100 million of borrowings and the Company had no outstanding borrowings.

There were no early termination fees associated with the Company’s termination of the 2020 Credit Agreement.

There were no borrowings outstanding under the 2020 Credit Agreement as of December 31, 2025.

Note M—Stockholders’ Equity

6 unchanged sentences

Common stock repurchased $ 79,589 $ 248,437 $ 231,578

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes.

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Restricted stock grants contain forfeitable rights to dividends.

Dividends for these grants are accrued on the dividend payment dates but are not paid until the shares vest, and dividends accrued for shares that ultimately do

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

not vest are forfeited.

Dividends for these grants are accrued on the dividend payment dates but are not paid until the shares vest, and dividends accrued for shares that ultimately do not vest are forfeited.

Recipients of stock units do not pay any cash consideration for the units, do not have the right to vote and do not receive dividends with respect to such units.

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Total unrecognized compensation cost, net of estimated forfeitures, for restricted stock and stock units was $ 79.8 million, $ 90.3 million and $ 93.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table reflects activity under all stock plans from December 31, 2022, through December 31, 2025, and the weighted average exercise prices (in thousands, except per share amounts):

19 unchanged sentences

At December 31, 2025, the total number of available shares to grant under the plans (consisting of either restricted stock, stock units, stock appreciation rights or options to purchase common stock) was approximately 1.8 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note O—Net Income Per Share

11 unchanged sentences

Potential common shares include the dilutive effect of unvested performance-based restricted stock, restricted stock which contains forfeitable rights to dividends and stock units.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note P—Business Segments

3 unchanged sentences

The contract talent solutions reportable segment results from the aggregation of three operating segments with similar economic and qualitative characteristics:

finance and accounting, administration and customer support and technology.

The contract talent solutions and permanent placement talent solutions segments provide specialized engagement professionals and full-time personnel, respectively, for finance and accounting, technology, marketing and creative, legal, administrative and customer support roles.

finance and accounting, administrative and customer support, and technology.

The Protiviti segment provides business and technology risk consulting and internal audit services.

The CODM uses segment income to evaluate performance and allocate resources to each segment.

Segment income excludes interest income, intangible assets amortization expense, income taxes and the impacts of deferred compensation (income) expense.

Segment income excludes interest income, income taxes and the impacts of the income from investments held in employee deferred compensation trusts, along with the related compensation costs and expenses.

The CODM considers variances between actual results and expectations as well as historical trends for segment income when making decisions about allocating capital and personnel resources to each segment.

The accounting policies of the segments are set forth in Note A—“Summary of Significant Accounting Policies.”

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables provide a reconciliation of service revenues and segment income by reportable segment to consolidated results (in thousands):

21 unchanged sentences

Segment income $ 21,564 $ 46,052 $ 75,004

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31,

20 unchanged sentences

Combined segment income 182,553 335,553 552,610

Amortization of intangible assets 1,217 2,883 1,667

Interest income, net ( 11,799 ) ( 22,118 ) ( 23,973 )

1 unchanged sentence

(1) Service revenues presented above are shown net of eliminations of intersegment revenues.

Intersegment revenues between the contract talent solutions segment and the Protiviti segment were $ 471.8 million, $ 442.3 million and $ 552.2 million for

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the years ended December 31, 2024, 2023, and 2022, respectively.

Intersegment revenues between the contract talent solutions segment and the Protiviti segment were $ 485.2 million, $ 471.8 million and $ 442.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Service revenues related to the intersegment activity are reflected in the Protiviti segment.

2 unchanged sentences

For further information on costs of services, see Note A—“Summary of Significant Accounting Policies.”

(3) Includes payroll and applicable taxes, employee incentive compensation and other employee costs not included in direct cost as noted above.

(3) Includes payroll and applicable taxes, employee incentive compensation and other employee costs not included in direct costs as noted above.

(4) Other selling, general and administrative expenses is comprised of advertising, as well as other allocated expenses including lease expense, depreciation, cloud computing service costs and overhead costs.

11 unchanged sentences

(b) No country represented more than 10% of revenues in any year presented.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Assets by reportable segment are not presented, as the Company does not allocate assets to its reportable segments, nor is such information used by the CODM for purposes of assessing performance or allocating resources.

12 unchanged sentences

$ 50,031 $ 52,053 $ 51,364

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note Q—Subsequent Events

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As described in Note C to the consolidated financial statements, the Company recorded service revenue related to Protiviti of $1.95 billion for the year ended December 31, 2025.

The Protiviti consulting services are generally provided on a time-and-material basis, fixed-fee basis, or unit basis.

Protiviti consulting services are generally provided on a time-and-material basis, fixed-fee basis, or unit basis.

Revenues earned under time-and-material and fixed-fee arrangements are recognized using a proportional performance method.

Revenue is measured using cost incurred relative to the total estimated cost for the engagement to measure progress towards satisfying the Company’s performance obligations.

Protiviti’s consulting services generally contain one or more performance obligations which are satisfied over a period of time.

Protiviti’s consulting services generally contain one or more performance obligation(s) which are satisfied over a period of time.

The principal consideration for our determination that performing procedures relating to Protiviti revenue relating to time-and-material and fixed fee arrangements is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

8 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 8. Financial Statements and Supplementary Data