What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 112 added, 201 removed, 472 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except share amounts)

September 30,

2026 December 31,

37 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Service revenues $ 1,300,179 $ 1,351,907

4 unchanged sentences

Operating income 36,911 38,882

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Note A) ( 47,621 ) ( 29,230 ) ( 85,104 ) ( 88,339 )

(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Note A) 8,227 20,171

Interest income, net ( 2,758 ) ( 3,572 )

15 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

COMPREHENSIVE INCOME (LOSS):

23 unchanged sentences

102,294 $ 102 $ 1,264,330 $ ( 33,201 ) $ — $ 1,231,231

Net income — — — — 40,968 40,968

Other comprehensive income (loss) — — — 23,639 — 23,639

Dividends declared ($ 0.59 per share)

— — ( 39,473 ) — ( 20,811 ) ( 60,284 )

Net issuances of restricted stock 36 — — — — —

Stock-based compensation — — 14,530 — — 14,530

Repurchases of common stock ( 461 ) — — — ( 20,157 ) ( 20,157 )

Balance at June 30, 2025 101,739 $ 102 $ 1,341,843 $ ( 30,027 ) $ — $ 1,311,918

Net income — — — — 42,916 42,916

Other comprehensive income (loss) — — — ( 2,546 ) — ( 2,546 )

Dividends declared ($ 0.59 per share)

— — ( 37,197 ) — ( 22,676 ) ( 59,873 )

Net issuances of restricted stock ( 3 ) — — — — —

Stock-based compensation — — 13,918 — — 13,918

Repurchases of common stock ( 575 ) ( 1 ) — — ( 20,240 ) ( 20,241 )

Balance at September 30, 2025

101,161 $ 101 $ 1,318,564 $ ( 32,573 ) $ — $ 1,286,092

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total

9 unchanged sentences

Balance at March 31, 2025 102,164 $ 102 $ 1,366,786 $ ( 53,666 ) $ — $ 1,313,222

Net income — — — — 68,156 68,156

Other comprehensive income (loss) — — — ( 6,586 ) — ( 6,586 )

Dividends declared ($ 0.53 per share)

— — — — ( 55,407 ) ( 55,407 )

Net issuances of restricted stock 27 — — — — —

Stock-based compensation — — 15,631 — — 15,631

Repurchases of common stock ( 903 ) ( 1 ) — — ( 60,883 ) ( 60,884 )

Balance at June 30, 2024 104,056 $ 104 $ 1,387,110 $ ( 50,591 ) $ 143,532 $ 1,480,155

Net income — — — — 65,451 65,451

Other comprehensive income (loss) — — — 17,130 — 17,130

Dividends declared ($ 0.53 per share)

— — — — ( 54,760 ) ( 54,760 )

Net issuances of restricted stock ( 8 ) — — — — —

Stock-based compensation — — 15,707 — — 15,707

Repurchases of common stock ( 801 ) ( 1 ) — — ( 49,847 ) ( 49,848 )

Balance at September 30, 2024 103,247 $ 103 $ 1,402,817 $ ( 33,461 ) $ 104,376 $ 1,473,835

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 13,790 $ 17,350

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Allowance for credit losses 1,611 1,232

2 unchanged sentences

Amortization of intangible assets 214 304

Realized and unrealized gains from investments held in employee deferred

Realized and unrealized (income) loss from investments held in employee deferred

compensation trusts

( 77,430 ) ( 80,634 )

Stock-based compensation 11,259 16,705

Deferred income taxes 10,778 3,967

Changes in operating assets and liabilities, net of effects of acquisitions:

Changes in operating assets and liabilities:

Accounts receivable ( 31,610 ) ( 8,305 )

5 unchanged sentences

Other assets and liabilities, net ( 24,376 ) ( 29,995 )

Net cash flows provided by operating activities 137,432 255,636

Net cash flows used in operating activities ( 112,339 ) ( 59,347 )

CASH FLOWS FROM INVESTING ACTIVITIES:

2 unchanged sentences

Proceeds from employee deferred compensation trust redemptions 30,649 22,106

Payments for acquisitions, net of cash acquired ( 10,722 ) ( 264 )

Net cash flows used in investing activities ( 3,282 ) ( 32,708 )

10 unchanged sentences

Fund exchanges within employee deferred compensation trusts $ 42,063 $ 53,230

Contingent consideration related to acquisitions $ 2,684 $ —

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2025

March 31, 2026

Note A— Summary of Significant Accounting Policies

7 unchanged sentences

Basis of Presentation.

The unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”).

The unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of the Company are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and the rules of the Securities and Exchange Commission (“SEC”).

The comparative year-end Condensed Consolidated Statement of Financial Position data presented was derived from audited financial statements.

2 unchanged sentences

The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year.

Certain reclassifications have been made to prior year’s Financial Statements to conform to the 2025 presentation.

Principles of Consolidation.

3 unchanged sentences

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

As of September 30, 2025, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, income and other taxes, and assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions.

As of March 31, 2026, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, income and other taxes, and assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions.

Actual results and outcomes may differ from management’s estimates and assumptions.

3 unchanged sentences

Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

See Note C for further discussion of the revenue recognition accounting policy.

See Note C—“Revenue Recognition” for further discussion of the revenue recognition accounting policy.

Costs of Services.

4 unchanged sentences

The Company expenses all advertising costs as incurred.

Advertising costs were $ 11.3 million and $ 35.1 million for the three and nine months ended September 30, 2025, respectively, and $ 13.0 million and $ 40.8 million for the three and nine months ended September 30, 2024, respectively.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

Income from Investments Held in Employee Deferred Compensation Trusts .

Advertising costs were $ 9.6 million and $ 12.0 million for the three months ended March 31, 2026, and 2025, respectively.

(Income) Loss 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 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 Condensed Consolidated Statements of Operations.

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

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 Condensed Consolidated Statements of Operations.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2026

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Dividend income $ ( 1,720 ) $ ( 1,940 )

Realized and unrealized gains ( 44,942 ) ( 26,223 ) ( 77,430 ) ( 80,634 )

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses) $ ( 47,621 ) $ ( 29,230 ) $ ( 85,104 ) $ ( 88,339 )

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):

Realized and unrealized losses 9,947 22,111

(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expense) $ 8,227 $ 20,171

The following table presents the Company’s 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):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Increase in employee deferred compensation costs and expense related to changes in the fair value of trust assets $ 47,621 $ 29,230 $ 85,104 $ 88,339

Decrease in employee deferred compensation costs and expense related to changes in the fair value of trust assets $ ( 8,227 ) $ ( 20,171 )

Comprehensive Income (Loss).

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

The following tables summarize the Company’s financial instruments by significant category and fair value measurement on a recurring basis (in thousands):

March 31, 2026

The following table summarizes the Company’s financial instruments by significant category and fair value measurement on a recurring basis (in thousands):

Fair Value Measurements Using

Balance at September 30, 2025

Balance at March 31, 2026

Quoted Prices

22 unchanged sentences

Total employee deferred compensation trust assets $ 773,938 $ 773,938 — —

Certain items, such as goodwill and other intangible assets, are recognized or disclosed at fair value on a nonrecurring basis.

Certain items, such as goodwill and other intangible assets, are recognized or disclosed at fair value on a non-recurring basis.

The Company determines the fair value of these items using Level 3 inputs.

2 unchanged sentences

The Company is exposed to credit losses resulting from the inability of its customers to make required payments.

The Company establishes an allowance for these potential credit losses based on its review of customers’ credit profiles, historical loss statistics, prepayments, recoveries, age of customer receivable balances, current business conditions and macroeconomic trends.

The Company considers risk characteristics of trade receivables based on asset type and geographical locations to evaluate trade receivables on a collective basis.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

The following table sets forth the activity in the allowance for credit losses from December 31, 2024, through September 30, 2025 (in thousands):

March 31, 2026

The following table sets forth the activity in the allowance for credit losses from December 31, 2025, through March 31, 2026 (in thousands):

Allowance for Credit Losses

3 unchanged sentences

Other, including foreign currency translation adjustments ( 175 )

Balance as of September 30, 2025

Balance as of March 31, 2026

Note B— New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Tax Disclosures .

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Under this ASU, public filers must disclose annually (1) specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold, if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate.

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

The Company has concluded its evaluation of the newly issued guidance and anticipates changes to its income tax disclosures in its 2025 Form 10-K annual filing.

However, it does not expect any effect on its operating results, cash flows, or financial position.

Income Statement Disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40).

This ASU requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the notes to the financial statements.

This guidance is effective for public filers for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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.

In July 2025, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

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

3 unchanged sentences

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

The Company adopted the new guidance as of January 1, 2026, and elected the practical expedient for the calculation of current expected credit losses.

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

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Statement Disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40).

This ASU requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the notes to the financial statements.

This guidance is effective for public filers for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures.

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

Internal-Use Software Disclosures.

2 unchanged sentences

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.

The amendments in this ASU removes 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.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

March 31, 2026

Note C— Revenue Recognition

14 unchanged sentences

Permanent placement talent solutions revenues from contracts with customers are primarily recognized when employment candidates accept offers of permanent employment.

The Company has a substantial history of estimating the financial impact of permanent placement talent solutions candidates who do not remain with its clients through the 90 -day guarantee period.

The Company has a substantial history of estimating the financial impact of permanent placement candidates who do not remain with its clients through the 90 -day guarantee period.

These amounts are established based primarily on historical data and are recorded as liabilities.

4 unchanged sentences

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

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

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

Cost incurred represents work performed and thereby best depicts the transfer of control to the customer.

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

The following table presents the Company’s revenues disaggregated by functional specialization and segment (in thousands):

March 31, 2026

The following table presents the Company’s revenues disaggregated by functional specialization and segments (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Contract talent solutions

12 unchanged sentences

Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative stand-alone selling values of the services and products in the arrangement.

As of September 30, 2025, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 194.7 million.

As of March 31, 2026, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 179.3 million.

Of this amount, $ 166.9 million is expected to be recognized within the next 12 months.

As of September 30, 2024, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 187.0 million.

As of March 31, 2025, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 227.4 million.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are reflected in accounts payable and accrued expenses on the unaudited Condensed Consolidated Statements of Financial Position.

The following table sets forth the activity in contract liabilities from December 31, 2024, through September 30, 2025 (in thousands):

The following table sets forth the activity in contract liabilities from December 31, 2025, through March 31, 2026 (in thousands):

Contract Liabilities

3 unchanged sentences

Other, including translation adjustments ( 92 )

Balance as of September 30, 2025

Balance as of March 31, 2026

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

March 31, 2026

Note D— Other Current Assets

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

September 30,

2026 December 31,

5 unchanged sentences

Property and equipment consisted of the following (in thousands):

September 30,

2026 December 31,

6 unchanged sentences

Property and equipment, net $ 129,729 $ 128,814

Note F— Other Noncurrent Assets

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

September 30,

2025 December 31,

Unamortized cloud computing implementation costs, noncurrent $ 16,812 $ 10,517

Other intangible assets, net 2,356 1,218

Other noncurrent assets $ 19,168 $ 11,735

Note G— Leases

Note F— Leases

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

The Company’s leases have remaining lease terms of less than one year to 10 years, some of which include options to extend the leases for up to seven years , and some of which include options to terminate the leases within one year .

Operating lease expense was $ 19.9 million and $ 59.7 million for the three and nine months ended September 30, 2025, respectively, and $ 20.6 million and $ 62.9 million for the three and nine months ended September 30, 2024, respectively.

Operating lease expense was $ 19.3 million and $ 20.0 million for the three months ended March 31, 2026 and 2025, respectively.

Supplemental cash flow information related to leases consisted of the following (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Cash paid for operating lease liabilities $ 21,306 $ 19,579

Right-of-use assets obtained in exchange for new operating lease liabilities $ 25,196 $ 24,171

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

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

September 30,

2026 December 31,

1 unchanged sentence

Weighted average discount rate for operating leases 4.3 % 4.2 %

Future minimum lease payments under noncancelable leases as of September 30, 2025, were as follows (in thousands):

2025 (excluding the nine months ended September 30, 2025)

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2026

Future minimum lease payments under noncancelable leases as of March 31, 2026, were as follows (in thousands):

2026 (excluding the three months ended March 31, 2026)

Thereafter 48,132

2 unchanged sentences

(a) Includes the current portion of $ 69.2 million for operating leases.

As of September 30, 2025, the Company had additional future minimum lease obligations totaling $ 26.3 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 10 years.

Note H— Goodwill

The following table sets forth the activity in goodwill from December 31, 2024 through September 30, 2025 (in thousands):

As of March 31, 2026, the Company had additional future minimum lease obligations totaling $ 50.5 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 less than one year to 11 years.

Note G— Goodwill

The following table sets forth the activity in goodwill from December 31, 2025 through March 31, 2026 (in thousands):

Contract talent solutions Permanent placement talent solutions Protiviti Total

1 unchanged sentence

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

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

Foreign currency translation adjustments ( 145 ) ( 28 ) ( 319 ) ( 492 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ 135,553 $ 26,378 $ 89,046 $ 250,977

(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.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

Note H— Other Noncurrent Assets

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

2026 December 31,

Unamortized cloud computing implementation costs, noncurrent $ 21,741 $ 17,764

Other intangible assets, net 1,674 1,840

Other noncurrent assets $ 23,415 $ 19,604

Note I— Accrued Payroll and Benefit Costs

Accrued payroll and benefit costs consisted of the following (in thousands):

September 30,

2026 December 31,

3 unchanged sentences

Accrued payroll and benefit costs $ 314,877 $ 382,020

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2026

Note J— Employee Deferred Compensation Plan Obligations

4 unchanged sentences

These plans include provisions for salary deferrals and discretionary contributions.

The asset value of the nonqualified plans was $ 761.2 million and $ 673.2 million as of September 30, 2025 and December 31, 2024, respectively.

The asset value of the nonqualified plans was $ 758.8 million and $ 773.9 million as of March 31, 2026 and December 31, 2025, respectively.

The Company holds these assets to satisfy the Company’s liabilities under its deferred compensation plans.

The liability value for the nonqualified plans was $ 751.3 million and $ 678.4 million as of September 30, 2025 and December 31, 2024, respectively.

Contribution expenses for the Company’s qualified and nonqualified defined contribution plans were $ 11.1 million and $ 36.4 million for the three and nine months ended September 30, 2025, respectively, and $ 11.8 million and $ 36.6 million for the three and nine months ended September 30, 2024, respectively.

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

The liability value for the nonqualified plans was $ 738.0 million and $ 771.6 million as of March 31, 2026 and December 31, 2025, respectively.

Contribution expenses for the Company’s qualified and nonqualified defined contribution plans were $ 7.0 million and $ 13.8 million for the three months ended March 31, 2026 and 2025, respectively.

The Company has statutory defined contribution plans and defined benefit plans outside the U.S., which are not material.

Note K— Commitments and Contingencies

9 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 case is expected to commence trial on November 3, 2025.

The first phase of the trial on the issue of liability commenced on November 3, 2025.

Closing arguments were delivered on January 23, 2026 and final briefs submitted.

The Court’s findings and final order on the liability phase are expected prior to a case management conference currently scheduled for May 21, 2026.

If the Court’s order on liability finds in favor of Plaintiff on any claims, the case will move to a second phase regarding damages which would have its own discovery and 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.

The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

On April 6, 2018, Plaintiff Shari Dorff, 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, County of Los Angeles.

6 unchanged sentences

Plaintiff Dorff also seeks an unspecified amount of other damages, attorneys’ fees and penalties, including but not limited to statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by PAGA.

On April 8, 2026, Dorff’s motion for

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2026

certification of a class was heard by the Court.

On April 20, 2026, the Court issued an order denying Dorff’s motion for certification of a class.

Dorff has 10 days to seek reconsideration of the Court’s ruling or file a petition for writ relief from the Court’s order.

3 unchanged sentences

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

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

The Company has 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 September 30, 2025.

As of September 30, 2025, the Company had no cash borrowings under the 2025 Credit Agreement, and maintained $ 10.1 million in standby letters of credit to satisfy workers’ compensation insurer’s collateral requirements.

The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of March 31, 2026.

As of March 31, 2026, the Company had no cash borrowings under the 2025 Credit Agreement, and maintained $ 10.1 million in standby letters of credit to satisfy workers’ compensation insurers’ collateral requirements.

Note L— Stockholders’ Equity

Stock Repurchase Program.

As of September 30, 2025, the Company is authorized to repurchase, from time to time, up to 5.6 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

The number and the cost of common stock shares repurchased during the nine months ended September 30, 2025 and 2024, are reflected in the following table (in thousands):

Nine Months Ended

September 30,

As of March 31, 2026, the Company is authorized to repurchase, from time to time, up to 5.6 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

The number and the cost of common stock shares repurchased during the three months ended March 31, 2026 and 2025, are reflected in the following table (in thousands):

Three Months Ended

Common stock repurchased (in shares) — 668

Common stock repurchased $ — $ 39,279

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

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.

The number and the cost of employee stock plan repurchases made during the nine months ended September 30, 2025 and 2024, are reflected in the following table (in thousands):

Nine Months Ended

September 30,

The number and the cost of employee stock plan repurchases made during the three months ended March 31, 2026 and 2025, are reflected in the following table (in thousands):

Three Months Ended

Repurchases related to employee stock plans (in shares) 249 190

2 unchanged sentences

Treasury stock is accounted for using the cost method.

Treasury stock activity for the nine months ended September 30, 2025 and 2024, (consisting of purchases of shares for the treasury) is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Treasury stock activity for the three months ended March 31, 2026 and 2025 (consisting of purchases of shares for the treasury), is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Repurchases of shares and issuances of dividends are applied first to the extent of retained earnings and any remaining amounts are applied to additional paid-in capital.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2026

Note M— Net Income Per Share

The calculation of net income per share for the three and nine months ended September 30, 2025 and 2024, is reflected in the following table (in thousands, except per share amounts):

The calculation of net income per share for the three months ended March 31, 2026 and 2025, is reflected in the following table (in thousands, except per share amounts):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 13,790 $ 17,350

8 unchanged sentences

Diluted $ 0.14 $ 0.17

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

Note N— Business Segments

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

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.

Segment income excludes interest income, income taxes and the impacts of the (income) loss 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.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2026

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

Three Months Ended

September 30, Nine Months Ended

September 30,

Contract Talent Solutions 2026 2025

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Permanent Placement Talent Solutions 2026 2025

2 unchanged sentences

Segment costs of services (2)

222 271 614 752

Compensation expenses (3)

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Segment income $ 6,056 $ 3,624

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

Three Months Ended

September 30, Nine Months Ended

September 30,

Protiviti 2026 2025

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Combined Segment 2026 2025

10 unchanged sentences

Income before income taxes $ 31,442 $ 22,283

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2026

(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 $ 123.7 million and $ 361.4 million for the three and nine months ended September 30, 2025, respectively, and $ 122.3 million and $ 351.6 million for the three and nine months ended September 30, 2024, respectively.

Intersegment revenues between the contract talent solutions segment and the Protiviti segment were $ 116.8 million and $ 117.9 million for the three months ended March 31, 2026 and 2025, 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 costs as noted above.

(3) Includes payroll and applicable taxes, employee incentive compensation and other employee costs that are 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.

These costs are allocated to the individual segments based on an internal allocation method.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2025

The following table represents depreciation expense by segment (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Depreciation expense

4 unchanged sentences

Note O— Subsequent Events

On October 30, 2025, the Company announced the following:

On April 30, 2026, the Company announced the following:

Quarterly dividend per share $ 0.59

Declaration date October 30, 2025

Record date November 25, 2025

Payment date December 15, 2025

Declaration date April 30, 2026

Record date May 22, 2026

Payment date June 15, 2026

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-Q

Item 1. Financial Statements