What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 126 added, 307 removed, 220 unchanged (66% of the section changed)

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and on assumptions that are subject to change in the future.

Forward-looking statements are estimates only and are based on management’s current expectations, currently available information and current strategy, plans or forecasts, and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict, often beyond our control and are inherently uncertain.

Forward-looking statements are subject to risks and uncertainties that could cause actual results and outcomes, or the timing of these results or outcomes, to differ materially from those expressed or implied in the statements.

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Executive Overview

Client and job seeker caution continued during the quarter, subduing hiring activity and new project starts.

During the first three quarters of 2025, service revenues were $4.08 billion, a decrease of 7.6% from the prior year.

The Company’s service revenues for the first quarter of 2026 were $1.30 billion, a decrease of 3.8% from the prior year.

Net income was $14 million, and diluted net income per share was $0.14.

Although the Company’s results were impacted by the ongoing macroeconomic uncertainty that affected client and candidate confidence, we believe market conditions are becoming increasingly conducive to our business.

As confidence continues to improve, even modest increases in hiring activity can drive incremental demand for our services.

Protiviti is navigating continued shifts in the bank regulatory enforcement environment in the U.S.

This shift is influencing the nature of its work, with relatively fewer large-scale remediation engagements and increased demand for efficiency-oriented solutions, including the application of advanced technologies.

This represents a significant future opportunity.

Demand for the Company’s contract talent solutions, permanent placement talent solutions and Protiviti is largely dependent upon general economic and labor trends, both domestically and abroad.

As of the latest information available, the U.S.

real gross domestic product increased at an annual rate of 3.8%, as during the second quarter 2025, compared to a decrease 0.5% during the first quarter of 2025.

While the macroeconomic backdrop is generally unchanged, there are some early signs of improvement as trade policy volatility becomes business as usual and the probability of multiple interest rate cuts rises.

Small business confidence levels have also rebounded modestly from recent lows.

job market remains resilient with overall unemployment at 4.3%, as of August 2025.

real gross domestic product increased at an annual rate of 2.0% during the first quarter 2026, compared to an increase of 0.5% during the fourth quarter of 2025.

job market remains resilient with overall unemployment at 4.3%, as of March 31, 2026.

Labor supply constraints remain.

Particularly noteworthy is that, as of August 2025, the unemployment rate for college-educated professionals is holding steady at just 2.7%, with even lower rates prevailing among specialized accounting, finance and technology roles.

Although current hiring and quit rates remain subdued and well below post-Covid highs, job openings continue to be well above historical levels, indicating strong pent-up hiring demand.

As business confidence improves, there is a corresponding acceleration in hiring urgency, project demand and the reprioritization of previously deferred initiatives.

This natural progression typically places increased demands on client resources that are already operating at or near capacity, creating the hiring and consulting environment that has historically driven substantial growth for the Company’s business during the early phases of economic expansion cycles.

Particularly noteworthy is that the unemployment rate for college-educated professionals is holding steady at just 2.8%, with even lower rates prevailing among specialized accounting, finance and technology roles.

Broader labor market indicators continue to point to underlying demand for skilled talent, and job openings continue to run above historical averages.

Decision timelines remain extended but are beginning to improve as companies revisit postponed initiatives and consider hiring tied to business-critical priorities.

Economic uncertainties related to the conflicts in the Middle East and higher energy costs have not yet significantly impacted client demand;

however, concerns remain if these conditions persist.

The Company continues to invest in technology and innovation, including AI.

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Also, the Company will continue to leverage its proprietary data assets to enhance the AI tools its recruiters use to discover, assess and select talent for its clients, and the AI tools recruiters use to effectively target leads for additional revenue.

Protiviti continues to invest in and deploy AI-enabled solutions by integrating AI into its existing offerings while aiming to enhance its own AI infrastructure.

The Company monitors various economic indicators and business trends in all of the countries in which it operates to anticipate demand for the Company’s services.

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Accordingly, the Company’s headcount and other investments are typically assessed on at least a quarterly basis.

During the first three quarters of 2025, the Company’s headcount remained relatively flat for its contract talent solutions, permanent placement talent solutions and Protiviti segments when compared to prior year-end levels, while administrative headcount decreased.

During the first quarter of 2026, the Company’s headcount remained relatively flat for its contract talent solutions and permanent placement talent solutions segments, as well as administrative headcount, when compared to prior year-end levels, while Protiviti headcount decreased.

Critical Accounting Policies and Estimates

The Company’s most critical accounting policies and estimates are those that involve subjective decisions or assessments and are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

There were no material changes to the Company’s critical accounting policies or estimates for the nine months ended September 30, 2025.

There were no material changes to the Company’s critical accounting policies or estimates for the three months ended March 31, 2026.

Recent Accounting Pronouncements

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Refer to Item 3.

“Quantitative and Qualitative Disclosures About Market Risk” for further discussion of the impact of foreign currency exchange rates on the Company’s results of operations and financial condition.

Three Months Ended September 30, 2025 and 2024

“Quantitative and Qualitative Disclosures About Market Risk” of this report for further discussion of the impact of foreign currency exchange rates on the Company’s results of operations and financial condition.

Three Months Ended March 31, 2026 and 2025

Service Revenues.

The Company’s revenues were $1.35 billion for the three months ended September 30, 2025, a decrease of 7.5% compared to $1.47 billion for the three months ended September 30, 2024.

The Company’s revenues were $1.30 billion for the three months ended March 31, 2026, a decrease of 3.8% compared to $1.35 billion for the three months ended March 31, 2025.

Revenues from U.S.

operations decreased 8.6% to $1.05 billion (77.3% of total revenue) for the three months ended September 30, 2025, compared to $1.15 billion (78.2% of total revenue) for the three months ended September 30, 2024.

Revenues from international operations decreased 3.8% to $307 million (22.7% of total revenue) for the three months ended September 30, 2025, compared to $319 million (21.8% of total revenue) for the three months ended September 30, 2024.

operations decreased 7.1% to $988 million (76.0% of total revenue) for the three months ended March 31, 2026, compared to $1.06 billion (78.6% of total revenue) for the three months ended March 31, 2025.

Revenues from international operations increased 8.1% to $312 million (24.0% of total revenue) for the three months ended March 31, 2026, compared to $289 million (21.4% of total revenue) for the three months ended March 31, 2025.

Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $746 million for the three months ended September 30, 2025, decreasing by 10.1% compared to revenues of $831 million for the three months ended September 30, 2024.

Contract talent solutions revenues were $725 million for the three months ended March 31, 2026, decreasing by 5.0% compared to revenues of $763 million for the three months ended March 31, 2025.

Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements.

The decrease in contract talent solutions revenues for the three months ended September 30, 2025, was primarily due to a 13.4% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 3.6% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues decreased 10.9% for the third quarter of 2025 compared to the third quarter of 2024.

In the U.S., revenues in the third quarter of 2025 decreased 10.3% on a reported basis, and decreased 10.4% on an adjusted basis, compared to the third quarter of 2024.

International revenues for the third quarter of 2025 decreased 9.7% on a reported basis, and decreased 12.4% on an adjusted basis, compared to the third quarter of 2024.

Permanent placement talent solutions revenues were $110 million for the three months ended September 30, 2025, decreasing by 10.7% compared to revenues of $123 million for the three months ended September 30, 2024.

The decrease in contract talent solutions revenues for the three months ended March 31, 2026, was primarily due to a 7.2% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 2.4% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues decreased 6.8% for the first quarter of 2026 compared to the first quarter of 2025.

In the U.S., revenues in the first quarter of 2026 decreased 7.6% on a reported basis, and decreased 7.5% on an adjusted basis, compared to the first quarter of 2025.

International revenues for the first quarter of 2026 increased 4.3% on a reported basis, and decreased 3.4% on an adjusted basis, compared to the first quarter of 2025.

Permanent placement talent solutions revenues were $109 million for the three months ended March 31, 2026, decreasing by 2.8% compared to revenues of $112 million for the three months ended March 31, 2025.

Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement.

The decrease in permanent placement talent revenues for the three months ended September 30, 2025, was due to a 13.3% decrease in the number of placements, partially offset by a 2.6% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 11.4% for the third quarter of 2025 compared to the third quarter of 2024.

In the U.S., revenues for the third quarter of 2025 decreased 11.3% on a reported basis, and decreased 11.4% on an adjusted basis, compared to the third quarter of 2024.

International revenues for the third quarter of 2025 decreased 9.0% on a reported basis, and decreased 11.2% on an adjusted basis, compared to the third quarter of 2024.

The decrease in permanent placement talent solutions revenues for the three months ended March 31, 2026, was due to a 7.5% decrease in the number of placements, partially offset by a 4.7% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 4.7% for the first quarter of 2026 compared to the first quarter of 2025.

In the U.S., revenues for the first quarter of 2026 decreased 5.9% on a reported basis, and decreased 5.7% on an adjusted basis, compared to the first quarter of 2025.

International revenues for the first quarter of 2026 increased 5.7% on a reported basis, and decreased 0.9% on an adjusted basis, compared to the first quarter of 2025.

Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions, and this is expected to continue.

Protiviti revenues were $498 million for the three months ended September 30, 2025, decreasing by 2.6% compared to revenues of $511 million for the three months ended September 30, 2024.

Protiviti revenues were $466 million for the three months ended March 31, 2026, decreasing by 2.2% compared to revenues of $477 million for the three months ended March 31, 2025.

Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates.

The decrease in Protiviti revenues for the three months ended September 30, 2025, was due to a 10.8% decrease in average hourly bill rates, partially offset by an 8.2% increase in billable hours.

On an adjusted basis, Protiviti revenues decreased 3.4% for the third quarter of 2025 compared to the third quarter of 2024.

In the U.S., revenues in the third quarter of 2025 decreased 5.5% on a reported basis, and decreased 5.6% on an adjusted basis, compared to the third quarter of 2024.

International revenues for the third quarter of 2025 increased 11.1% on a reported basis, and increased 7.5% on an adjusted basis, compared to the third quarter of 2024.

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the three months ended September 30, 2025, is presented in the following table:

The decrease in Protiviti revenues for the three months ended March 31, 2026, was due to a 6.3% decrease in billable hours, partially offset by a 4.1% increase in average hourly bill rates.

On an adjusted basis, Protiviti revenues decreased 3.8% for the first quarter of 2026 compared to the first quarter of 2025.

In the U.S., revenues in the first quarter of 2026 decreased 6.4% on a reported basis, and decreased 6.3% on an adjusted basis, compared to the first quarter of 2025.

International revenues for the first quarter of 2026 increased 16.0% on a reported basis, and increased 8.1% on an adjusted basis, compared to the first quarter of 2025.

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the three months ended March 31, 2026, is presented in the following table:

Global United States International

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Gross Margin .

The Company’s gross margin dollars were $504 million for the three months ended September 30, 2025, down 11.8% from $572 million for the three months ended September 30, 2024.

The Company’s gross margin dollars were $480 million for the three months ended March 31, 2026, decreasing 3.8% from $499 million for the three months ended March 31, 2025.

Contributing factors for each reportable segment are discussed below in further detail.

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and iii) conversion revenues, which are earned when a contract position converts to a permanent position with the Company’s client.

Gross margin dollars for contract talent solutions were $290 million for the three months ended September 30, 2025, decreasing by 10.2% from $323 million for the three months ended September 30, 2024.

As a percentage of revenues, gross margin dollars for contract talent solutions were 38.9% in the third quarter of both 2025 and 2024.

Gross margin dollars for contract talent solutions were $282 million for the three months ended March 31, 2026, decreasing by 5.1% from $297 million for the three months ended March 31, 2025.

As a percentage of revenues, gross margin dollars for contract talent solutions were 38.9% in both the first quarter of 2026 and 2025.

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses.

Gross margin dollars for permanent placement talent solutions were $110 million for the three months ended September 30, 2025, decreasing 10.7% from $123 million for the three months ended September 30, 2024.

Gross margin dollars for permanent placement talent solutions were $109 million for the three months ended March 31, 2026, decreasing 2.8% from $112 million for the three months ended March 31, 2025.

Because reimbursable expenses for permanent placement talent solutions are de minimis, the decrease in gross margin dollars is substantially explained by the decrease in revenues previously discussed.

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and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s Protiviti staff.

Gross margin dollars for Protiviti were $104 million for the three months ended September 30, 2025, decreasing 17.0% from $126 million for the three months ended September 30, 2024.

As a percentage of revenues, reported gross margin dollars for Protiviti were 20.9% in the third quarter of 2025, down from 24.6% in the third quarter of 2024.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 23.0% in the third quarter of 2025, down from 25.8% in the third quarter of 2024.

The decrease in adjusted gross margin percentage was primarily due to the relative composition of and number of professional staff and their respective pay and bill rates.

Gross margin dollars for Protiviti were $89 million for the three months ended March 31, 2026, decreasing 0.9% from $90 million for the three months ended March 31, 2025.

As a percentage of revenues, reported gross margin dollars for Protiviti were 19.2% in the first quarter of 2026, up from 18.9% in the first quarter of 2025.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 18.8% in the first quarter of 2026, up from 18.1% in the first quarter of 2025.

The increase in adjusted gross margin percentage was primarily driven by the absence of cost reduction charges incurred in the prior year.

The Company’s gross margin by reporting segment is summarized as follows (in thousands):

Three Months Ended September 30, Relationships

Three Months Ended March 31, Relationships

As Reported As Adjusted As Reported As Adjusted

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Total $ 479,909 $ 499,045 $ 477,905 $ 495,006 36.9 % 36.9 % 36.8 % 36.6 %

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the three months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, 2025

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31, 2026

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 281,753 38.9 % $ 108,726 99.7 % $ 87,426 18.8 % $ 477,905 36.8 %

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 296,933 38.9 % $ 111,861 99.8 % $ 86,212 18.1 % $ 495,006 36.6 %

(1) Changes in the Company’s deferred compensation obligations related to Protiviti operations are included in costs of services, while the related investment income is presented separately.

The non-GAAP financial adjustments shown in the table above are to reclassify investment income from investments held in employee deferred compensation trusts to the same line item that includes the corresponding change in obligation.

(1) Changes in the Company’s deferred compensation obligations related to Protiviti operations are included in costs of services, while the related investment (income) loss is presented separately.

The non-GAAP financial adjustments shown in the table above are to reclassify investment (income) loss from investments held in employee deferred compensation trusts to the same line item that includes the corresponding change in obligation.

These adjustments have no impact on income before income taxes.

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The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, lease expense, depreciation, cloud computing service costs and overhead costs.

The Company’s reported selling, general and administrative expenses were $491 million for the three months ended September 30, 2025, decreasing by 4.0% from $511 million for the three months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses were 36.2% in the third quarter of 2025, up from 34.9% in the third quarter of 2024.

The Company’s adjusted selling, general and administrative expenses were $453 million for the three months ended September 30, 2025, down 7.1% from $488 million for the three months ended September 30, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses were 33.5% in the third quarter of 2025, up from 33.3% in the third quarter of 2024.

The Company’s reported selling, general and administrative expenses were $443 million for the three months ended March 31, 2026, decreasing by 3.7% from $460 million for the three months ended March 31, 2025.

As a percentage of revenues, reported selling, general and administrative expenses were 34.1% in the first quarter of 2026, up from 34.0% in the first quarter of 2025.

The Company’s adjusted selling, general and administrative expenses were $449 million for the three months ended March 31, 2026, down 5.7% from $476 million for the three months ended March 31, 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses were 34.6% in the first quarter of 2026, down from 35.2% in the first quarter of 2025.

Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions, on a reported basis, were $307 million for the three months ended September 30, 2025, decreasing by 3.4% from $318 million for the three months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 41.1% in the third quarter of 2025, up from 38.3% in the third quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 36.7% in the third quarter of 2025, up from 35.8% in the third quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for permanent placement talent solutions were $107 million for the three months ended September 30, 2025, decreasing by 6.2% from $113 million for the three months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 96.6% in the third quarter of 2025, up from 92.0% in the third quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 92.9% in the third quarter of 2025, up from 89.9% in the third quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for Protiviti were $77 million for the three months ended September 30, 2025, decreasing by 3.2% from $80 million for the three months ended September 30, 2024.

As a percentage of revenues, selling, general and administrative expenses for Protiviti services were 15.5% in the third quarter of 2025, down from 15.6% in the third quarter of 2024.

Selling, general and administrative expenses for contract talent solutions, on a reported basis, were $267 million for the three months ended March 31, 2026, decreasing by 3.3% from $276 million for the three months ended March 31, 2025.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 36.8% in the first quarter of 2026, up from 36.2% in the first quarter of 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 37.6% in the first quarter of 2026, down from 38.0% in the first quarter of 2025, primarily driven by the absence of cost reduction charges incurred in the prior year, partially offset by negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for permanent placement talent solutions were $102 million for the three months ended March 31, 2026, decreasing by 4.1% from $106 million for the three months ended March 31, 2025.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions services were 93.4% in the first quarter of 2026, down from 94.7% in the first quarter of 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 94.2% in the first quarter of 2026, down from 96.6% in the first quarter of 2025, primarily driven by the absence of cost reduction charges incurred in the prior year, partially offset by negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for Protiviti were $74 million for the three months ended March 31, 2026, decreasing by 4.8% from $78 million for the three months ended March 31, 2025.

As a percentage of revenues, selling, general and administrative expenses for Protiviti services were 15.9% in the first quarter of 2026, down from 16.3% in the first quarter of 2025.

The Company’s selling, general and administrative expenses by reportable segment are summarized as follows (in thousands):

Three Months Ended September 30, Relationships

Three Months Ended March 31, Relationships

As Reported As Adjusted As Reported As Adjusted

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Total $ 442,998 $ 460,163 $ 449,221 $ 476,295 34.1 % 34.0 % 34.6 % 35.2 %

The following tables provide reconciliations of the non-GAAP selling, general and administrative expenses to reported selling, general and administrative expenses for the three months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 272,440 37.6 % $ 102,670 94.2 % $ 74,111 15.9 % $ 449,221 34.6 %

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 290,242 38.0 % $ 108,237 96.6 % $ 77,816 16.3 % $ 476,295 35.2 %

(1) Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in selling, general and administrative expenses, while the related investment income is presented separately.

These adjustments have no impact on income before income taxes.

Operating Income The Company’s operating income consists of gross margin less selling, general and administrative expenses.

The Company’s reported operating income was $14 million for the three months ended September 30, 2025, down 77.6% compared to $61 million for the three months ended September 30, 2024.

As a percentage of revenues, reported operating income was 1.0% in the third quarter of 2025, down from 4.1% in the third quarter of 2024.

The Company’s adjusted operating income was $61 million for the three months ended September 30, 2025, down 31.8% from $90 million for the three months ended September 30, 2024.

As a percentage of revenues, adjusted operating income was 4.5% in the third quarter of 2025, down from 6.1% in the third quarter of 2024.

Since operating income is defined as gross margin less selling, general and administrative expenses, the year over year change is explained by factors previously discussed.

The Company’s operating income (loss) by reporting segment is summarized as follows (in thousands):

Three Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2025 2024 2025 2024 2025 2024 2025 2024

Operating income (loss)

Contract talent solutions

$ (16,723) $ 5,308 $ 16,366 $ 25,844 (2.2 %) 0.6 % 2.2 % 3.1 %

Permanent placement talent solutions

3,499 9,583 7,611 12,187 3.2 % 7.8 % 6.9 % 9.9 %

Protiviti 26,812 45,674 37,232 51,764 5.4 % 8.9 % 7.5 % 10.1 %

Total $ 13,588 $ 60,565 $ 61,209 $ 89,795 1.0 % 4.1 % 4.5 % 6.1 %

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating income (loss) for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025

Contract talent

solutions Permanent placement talent solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Operating income (loss)

As Reported $ (16,723) (2.2 %) $ 3,499 3.2 % $ 26,812 5.4 % $ 13,588 1.0 %

Adjustments (1) 33,089 4.4 % 4,112 3.7 % 10,420 2.1 % 47,621 3.5 %

As Adjusted $ 16,366 2.2 % $ 7,611 6.9 % $ 37,232 7.5 % $ 61,209 4.5 %

Three Months Ended September 30, 2024

Contract talent

solutions Permanent placement talent solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Operating Income.

As Reported $ 5,308 0.6 % $ 9,583 7.8 % $ 45,674 8.9 % $ 60,565 4.1 %

Adjustments (1) 20,536 2.5 % 2,604 2.1 % 6,090 1.2 % 29,230 2.0 %

As Adjusted $ 25,844 3.1 % $ 12,187 9.9 % $ 51,764 10.1 % $ 89,795 6.1 %

(1) Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in operating income (loss).

These adjustments have no impact on income before income taxes.

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.

As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation plan obligations change and adjustments are recorded in selling, general and administrative expenses, or in the case of Protiviti, costs of services.

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

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

The Company’s income from investments held in employee deferred compensation trusts was $48 million and $29 million for the three months ended September 30, 2025 and 2024, respectively.

The income from trust investments during the third quarter of 2025 was due to positive market returns.

Provision for income taxes .

The provision for income taxes was 32.6% and 31.2% for the three months ended September 30, 2025 and 2024, respectively.

The higher tax rate for 2025 can be attributed to the increased impact of nondeductible expenses relative to lower pretax income.

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act (the “Tax Act”).

Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S.

taxation of profits derived from foreign operations.

The Company does not anticipate a material impact to income tax expense for the year ended December 31, 2025, as a result of the Tax Act.

Nine Months Ended September 30, 2025 and 2024

Service Revenues.

The Company’s revenues were $4.08 billion for the nine months ended September 30, 2025, a decrease of 7.6% compared to $4.41 billion for the nine months ended September 30, 2024.

Revenues from U.S.

operations decreased 7.6% to $3.17 billion (77.9% of total revenue) for the nine months ended September 30, 2025, compared to $3.44 billion (77.9% of total revenue) for the nine months ended September 30, 2024.

Revenues from international operations decreased 7.6% to $901 million (22.1% of total revenue) for the nine months ended September 30, 2025, compared to $976 million (22.1% of total revenue) for the nine months ended September 30, 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $2.27 billion for the nine months ended September 30, 2025, decreasing by 11.8% compared to revenues of $2.57 billion for the nine months ended September 30, 2024.

Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements.

The decrease in contract talent solutions revenues for the nine months ended September 30, 2025, was primarily due to a 15.0% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 3.6% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues in the first three quarters of 2025 decreased 11.3% compared to the first three quarters of 2024.

In the U.S., revenues in the first three quarters of 2025 decreased 11.0% on a reported basis, and decreased 10.6% on an adjusted basis, compared to the first three quarters of 2024.

International revenues for the first three quarters of 2025 decreased 14.5% on a reported basis, and decreased 13.9% on an adjusted basis, compared to the first three quarters of 2024.

Permanent placement talent solutions revenues were $337 million for the nine months ended September 30, 2025, decreasing by 11.1% compared to revenues of $379 million for the nine months ended September 30, 2024.

Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement.

The decrease in permanent placement talent solutions revenues for the nine months ended September 30, 2025, was due to an 14.3% decrease in the number of placements, partially offset by a 3.2% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 10.6% for the first three quarters of 2025 compared to the first three quarters of 2024.

In the U.S., revenues for the first three quarters of 2025 decreased 11.0% on a reported basis, and decreased 10.7% on an adjusted basis, compared to the first three quarters of 2024.

International revenues for the first three quarters of 2025 decreased 11.4% on a reported basis, and decreased 10.9% on an adjusted basis, compared to the first three quarters of 2024.

Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions and this is expected to continue.

Protiviti revenues were $1.47 billion for the nine months ended September 30, 2025, increasing by 0.5% compared to revenues of $1.46 billion for the nine months ended September 30, 2024.

Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates.

The increase in Protiviti revenues for the nine months ended September 30, 2025, was due to a 6.5% increase in billable hours, partially offset by a 6.0% decrease in average hourly bill rates.

On an adjusted basis, Protiviti revenues increased 0.8% for the first three quarters of 2025 compared to the first three quarters of 2024.

In the U.S., revenues in the first three quarters of 2025 decreased 1.4% on a reported basis, and decreased 1.1% on an adjusted basis, compared to the first three quarters of 2024.

International revenues in the first three quarters of 2025 increased 9.6% on a reported basis, and increased 8.7% on an adjusted basis, compared to the first three quarters of 2024.

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the nine months ended September 30, 2025, is presented in the following table:

Global United States International

Contract talent solutions

As Reported -11.8 % -11.0 % -14.5 %

Billing Days Impact 0.5 % 0.4 % 0.7 %

Currency Impact 0.0 % ― -0.1 %

As Adjusted -11.3 % -10.6 % -13.9 %

Permanent placement talent solutions

As Reported -11.1 % -11.0 % -11.4 %

Billing Days Impact 0.5 % 0.3 % 0.6 %

Currency Impact 0.0 % ― -0.1 %

As Adjusted -10.6 % -10.7 % -10.9 %

As Reported 0.5 % -1.4 % 9.6 %

Billing Days Impact 0.6 % 0.3 % 0.8 %

Currency Impact -0.3 % ― -1.7 %

As Adjusted 0.8 % -1.1 % 8.7 %

Gross Margin .

The Company’s gross margin dollars were $1.51 billion for the nine months ended September 30, 2025, down 11.6% from $1.71 billion for the nine months ended September 30, 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars for contract talent solutions represent revenues less costs of services, which consist of payroll, payroll taxes and benefit costs for engagement professionals, and reimbursable expenses.

The key drivers of gross margin are:

i) pay-bill spreads, which represent the differential between wages paid to engagement professionals and amounts billed to clients;

ii) fringe costs, which are primarily composed of payroll taxes and benefit costs;

and iii) conversion revenues, which are earned when a contract position converts to a permanent position with the Company’s client.

Gross margin dollars for contract talent solutions were $884 million for the nine months ended September 30, 2025, down 12.4% from $1.01 billion for the nine months ended September 30, 2024.

As a percentage of revenues, gross margin dollars for contract talent solutions were 39.0% in the first three quarters of 2025, down from 39.3% in the first three quarters of 2024.

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses.

Gross margin dollars for permanent placement talent solutions were $337 million for the nine months ended September 30, 2025, down 11.1% from $378 million for the nine months ended September 30, 2024.

Gross margin dollars for Protiviti represent revenues less costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses.

The primary drivers of Protiviti’s gross margin are:

i) the relative composition of and number of professional staff and their respective pay and bill rates;

and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s Protiviti staff.

Gross margin dollars for Protiviti were $292 million for the nine months ended September 30, 2025, down 9.6% from $323 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported gross margin dollars for Protiviti were 19.9% in the first three quarters of 2025, down from 22.1% in the first three quarters of 2024.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 21.2% in the first three quarters of 2025, down from 23.3% in the first three quarters of 2024.

The year-over-year decrease in adjusted gross margin percentage was primarily due to the relative composition of and number of professional staff and their respective pay and bill rates.

The Company’s gross margin by reportable segment are summarized as follows:

(in thousands):

Nine Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2025 2024 2025 2024 2025 2024 2025 2024

Contract talent solutions

$ 884,421 $ 1,009,766 $ 884,421 $ 1,009,766 39.0 % 39.3 % 39.0 % 39.3 %

Permanent placement talent solutions

336,315 378,353 336,315 378,353 99.8 % 99.8 % 99.8 % 99.8 %

292,014 323,013 311,196 340,690 19.9 % 22.1 % 21.2 % 23.3 %

Total $ 1,512,750 $ 1,711,132 $ 1,531,932 $ 1,728,809 37.1 % 38.8 % 37.6 % 39.2 %

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

As Reported $ 884,421 39.0 % $ 336,315 99.8 % $ 292,014 19.9 % $ 1,512,750 37.1 %

Adjustments (1) — — — — 19,182 1.3 % 19,182 0.5 %

As Adjusted $ 884,421 39.0 % $ 336,315 99.8 % $ 311,196 21.2 % $ 1,531,932 37.6 %

Nine Months Ended September 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

As Reported $ 1,009,766 39.3 % $ 378,353 99.8 % $ 323,013 22.1 % $ 1,711,132 38.8 %

Adjustments (1) — — — — 17,677 1.2 % 17,677 0.4 %

As Adjusted $ 1,009,766 39.3 % $ 378,353 99.8 % $ 340,690 23.3 % $ 1,728,809 39.2 %

(1) Changes in the Company’s deferred compensation obligations related to Protiviti operations are included in costs of services, while the related investment income is presented separately.

These adjustments have no impact on income before income taxes.

Selling, General and Administrative Expenses .

The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, lease expense, depreciation, cloud computing service costs and overhead costs.

The Company’s reported selling, general and administrative expenses were $1.46 billion for the nine months ended September 30, 2025, down 4.9% from $1.53 billion for the nine months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses were 35.8% in the first three quarters of 2025, up from 34.8% in the first three quarters of 2024.

The Company’s adjusted selling, general and administrative expenses were $1.39 billion for the nine months ended September 30, 2025, down 4.8% from $1.46 billion for the nine months ended September 30, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses were 34.2% in the first three quarters of 2025, up from 33.2% in the first three quarters of 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions, on an as-reported basis, were $902 million for the nine months ended September 30, 2025, decreasing by 5.9% from $958 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 39.7% in the first three quarters of 2025, up from 37.2% in the first three quarters of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 37.1% in the first three quarters of 2025, up from 34.8% in the first three quarters of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.

Selling, general and administrative expenses for permanent placement talent solutions were $324 million for the nine months ended September 30, 2025, decreasing by 6.5% from $346 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 96.1% in the first three quarters of 2025, up from 91.3% in the first three quarters of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 94.0% in the first three quarters of 2025, up from 89.2% in the first three quarters of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.

Selling, general and administrative expenses for Protiviti were $233 million for the nine months ended September 30, 2025, increasing by 1.5% from $230 million for the nine months ended September 30, 2024.

As a percentage of revenues, selling, general and administrative expenses for Protiviti were 15.9% in the first three quarters of 2025, up from 15.7% in the first three quarters of 2024.

The Company’s selling, general and administrative expenses by reportable segment are summarized as follows (in thousands):

Nine Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2025 2024 2025 2024 2025 2024 2025 2024

Selling, General and

Administrative Expenses

Contract talent solutions

$ 901,927 $ 958,201 $ 842,941 $ 895,658 39.7 % 37.2 % 37.1 % 34.8 %

Permanent placement talent solutions

323,757 346,282 316,821 338,163 96.1 % 91.3 % 94.0 % 89.2 %

233,056 229,643 233,056 229,643 15.9 % 15.7 % 15.9 % 15.7 %

Total $ 1,458,740 $ 1,534,126 $ 1,392,818 $ 1,463,464 35.8 % 34.8 % 34.2 % 33.2 %

The following tables provide reconciliations of the non-GAAP selling, general and administrative expenses to reported selling, general and administrative expenses for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Selling, General and

Administrative Expenses

As Reported $ 901,927 39.7 % $ 323,757 96.1 % $ 233,056 15.9 % $ 1,458,740 35.8 %

Adjustments (1) (58,986) (2.6 %) (6,936) (2.1 %) — — (65,922) (1.6 %)

As Adjusted $ 842,941 37.1 % $ 316,821 94.0 % $ 233,056 15.9 % $ 1,392,818 34.2 %

Nine Months Ended September 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Selling, General and

Administrative Expenses

As Reported $ 958,201 37.2 % $ 346,282 91.3 % $ 229,643 15.7 % $ 1,534,126 34.8 %

Adjustments (1) (62,543) (2.4 %) (8,119) (2.1 %) — — (70,662) (1.6 %)

As Adjusted $ 895,658 34.8 % $ 338,163 89.2 % $ 229,643 15.7 % $ 1,463,464 33.2 %

These adjustments have no impact on income before income taxes.

Operating Income The Company’s operating income consists of gross margin less selling, general and administrative expenses.

The Company’s reported operating income was $54 million for the nine months ended September 30, 2025, down 69.5% compared to $177 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported operating income was 1.3% in the first three quarters of 2025, down from 4.0% in the first three quarters of 2024.

The Company’s adjusted operating income was $139 million for the nine months ended September 30, 2025, down 47.6% from $265 million for the nine months ended September 30, 2024.

As a percentage of revenues, adjusted operating income was 3.4% in the first three quarters of 2025, down from 6.0% in the first three quarters of 2024.

The Company’s operating income consists of gross margin less selling, general and administrative expenses.

The Company’s reported operating income was $37 million for the three months ended March 31, 2026, down 5.1% compared to $39 million for the three months ended March 31, 2025.

As a percentage of revenues, reported operating income was 2.8% in the first quarter of 2026, down from 2.9% in the first quarter of 2025.

The Company’s adjusted operating income was $29 million for the three months ended March 31, 2026, up 53.3% from $19 million for the three months ended March 31, 2025.

As a percentage of revenues, adjusted operating income was 2.2% in the first quarter of 2026, up from 1.4% in the first quarter of 2025.

Since operating income is defined as gross margin less selling, general and administrative expenses, the year over year change is explained by factors previously discussed.

The Company’s operating income (loss) by reporting segment is summarized as follows (in thousands):

Nine Months Ended September 30, Relationships

The Company’s operating income by reporting segment is summarized as follows (in thousands):

Three Months Ended March 31, Relationships

As Reported As Adjusted As Reported As Adjusted

2026 2025 2026 2025 2026 2025 2026 2025

Operating income (loss)

Operating income

Contract talent solutions

4 unchanged sentences

Total $ 36,911 $ 38,882 $ 28,684 $ 18,711 2.8 % 2.9 % 2.2 % 1.4 %

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating income (loss) for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30, 2025

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating income for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

Contract talent

1 unchanged sentence

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Operating income (loss)

Operating income

As Reported $ 14,672 2.0 % $ 6,920 6.3 % $ 15,319 3.3 % $ 36,911 2.8 %

1 unchanged sentence

As Adjusted $ 9,313 1.3 % $ 6,056 5.6 % $ 13,315 2.9 % $ 28,684 2.2 %

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Contract talent

5 unchanged sentences

As Adjusted $ 6,691 0.9 % $ 3,624 3.2 % $ 8,396 1.8 % $ 18,711 1.4 %

(1) Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in operating income (loss).

(1) Changes in the Company’s employee deferred compensation plan obligations are included in operating income.

These adjustments have no impact on income before income taxes.

Income from Investments Held in Employee Deferred Compensation Trusts .

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

The value of the related investment trust assets also changes by the equal and offsetting amount, leaving no net costs to the Company.

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

The Company’s income from investments held in employee deferred compensation trusts was $85 million and $88 million for the nine months ended September 30, 2025 and 2024, respectively.

The income from trust investments was due to positive market returns during the first three quarters of 2025.

The value of the related investment trust assets also changes by the equal and offsetting amount, leaving no net costs 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 primarily of unrealized and realized gains and losses and dividend income from trust investments and is presented separately on the unaudited Condensed Consolidated Statements of Operations.

The Company’s loss from investments held in employee deferred compensation trusts was $8 million and $20 million for the three months ended March 31, 2026 and 2025, respectively.

The loss from trust investments during the first quarter of 2026 was due to negative market returns.

Provision for income taxes .

The provision for income taxes was 31.3% and 30.1% for the nine months ended September 30, 2025 and 2024, respectively.

The higher tax rate for 2025 can be attributed to the increased impact of nondeductible expenses relative to lower pretax income.

The provision for income taxes was 56.1% and 22.1% for the three months ended March 31, 2026 and 2025, respectively.

The higher tax rate for 2026 can be primarily attributed to a tax charge in the current quarter related to employee stock-based compensation grants, the majority of which vest in the first quarter, and the magnified impact of non-deductible tax items when measured against seasonally low pre-tax income in the current quarter.

Liquidity and Capital Resources

The change in the Company’s liquidity during the nine months ended September 30, 2025 and 2024, is primarily the effect of funds provided by operations, as well as funds used for capital expenditures, investment in employee deferred compensation trusts, net of redemptions from employee deferred compensation trusts, repurchases of common stock, and payment of dividends.

Cash and cash equivalents were $365 million and $570 million at September 30, 2025 and 2024, respectively.

Operating activities provided net cash flows of $137 million during the nine months ended September 30, 2025, offset by $63 million and $272 million of net cash used in investing activities and financing activities, respectively.

Operating activities provided net cash flows of $255 million during the nine months ended September 30, 2024, offset by $58 million and $362 million of net cash used in investing activities and financing activities, respectively.

Fluctuations in foreign currency exchange rates had the effect of increasing reported cash and cash equivalents by $25 million during the nine months ended September 30, 2025, compared to an increase of $3 million during the nine months ended September 30, 2024.

Operating activities—Net cash provided by operating activities for the nine months ended September 30, 2025, was $137 million.

The change in the Company’s liquidity during the three months ended March 31, 2026 and 2025, is primarily the effect of funds used in operations, as well as funds used for capital expenditures, investment in employee deferred compensation trusts, net of redemptions from employee deferred compensation trusts, repurchases of common stock, and payment of dividends.

Cash outflows are typically elevated in the first quarter due to the annual payment cycle for bonuses and software subscription renewals.

Cash and cash equivalents were $278 million and $342 million at March 31, 2026 and 2025, respectively.

Operating activities used net cash flows of $112 million during the three months ended March 31, 2026, combined with $3 million and $68 million of net cash used in investing activities and financing activities, respectively.

Operating activities used net cash flows of $59 million during the three months ended March 31, 2025, combined with $33 million and $111 million of net cash used in investing activities and financing activities, respectively.

Fluctuations in foreign currency exchange rates had the effect of decreasing reported cash and cash equivalents by $3 million during the three months ended March 31, 2026, compared to an increase of $8 million during the three months ended March 31, 2025.

Operating activities—Net cash used in operating activities for the three months ended March 31, 2026, was $112 million.

This was composed of net income of $14 million adjusted upward for non-cash items of $52 million, offset by net cash used in changes in working capital of $178 million.

Net cash provided by operating activities for the nine months ended September 30, 2024, was $255 million.

This was composed of net income of $197 million adjusted upward for non-cash items of $27 million and net cash provided by changes in working capital of $31 million.

Investing activities—Cash used in investing activities for the nine months ended September 30, 2025, was $63 million.

This was composed of capital expenditures of $41 million, investments in employee deferred compensation trusts of $58 million and payments for acquisitions of $11 million, partially offset by proceeds from employee deferred compensation trust redemptions of $47 million.

Cash used in investing activities for the nine months ended September 30, 2024, was $58 million.

Net cash used in operating activities for the three months ended March 31, 2025, was $59 million.

This was composed of net income of $17 million adjusted upward for non-cash items of $66 million, offset by net cash used in changes in working capital of $142 million.

Investing activities—Cash used in investing activities for the three months ended March 31, 2026, was $3 million.

This was composed of capital expenditures of $9 million, investments in employee deferred compensation trusts of $25 million, partially offset by proceeds from employee deferred compensation trust redemptions of $31 million.

Cash used in investing activities for the three months ended March 31, 2025, was $33 million.

This was composed of capital expenditures of $12 million and investments in employee deferred compensation trusts of $43 million, partially offset by proceeds from employee deferred compensation trust redemptions of $22 million.

Capital expenditures, including $21 million for cloud computing arrangements, for the nine months ended September 30, 2025, totaled $62 million, approximately 65% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s sustainability and future growth opportunities.

Capital expenditures, including $8 million related to cloud computing implementations, for the three months ended March 31, 2026, totaled $17 million, approximately 75% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s sustainability and future growth opportunities.

Capital expenditures for cloud computing arrangements are included in cash flows from operating activities on the Company’s Condensed Consolidated Statements of Cash Flows.

Capital expenditures included amounts spent on tenant improvements and furniture and equipment in the Company’s leased offices.

The Company currently expects that 2025 capital expenditures will range from $75 million to $90 million, of which $55 million to $65 million relates to software initiatives and technology infrastructure, including capitalized costs related to implementation of cloud computing arrangements.

Financing activities—Cash used in financing activities for the nine months ended September 30, 2025, was $272 million.

The Company currently expects that 2026 capitalized expenditures will range from $70 million to $90 million, of which $55 million to $65 million relates to software initiatives and technology infrastructure, including capitalized costs relating to the implementation of cloud computing arrangements.

Financing activities—Cash used in financing activities for the three months ended March 31, 2026, was $68 million.

This included repurchases of $6 million in common stock and $62 million in dividends paid to stockholders.

Cash used in financing activities for the nine months ended September 30, 2024, was $362 million.

Cash used in financing activities for the three months ended March 31, 2025, was $111 million.

This included repurchases of $50 million in common stock and $61 million in dividends paid to stockholders.

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.

During the nine months ended September 30, 2025 and 2024, the Company repurchased 1.7 million shares, at a cost of $80 million, and 2.5 million shares, at a cost of $171 million, on the open market, respectively.

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

During the nine months ended September 30, 2025 and 2024, such repurchases totaled 0.2 million shares, at a cost of $11 million, and 0.3 million shares, at a cost of $22 million, respectively.

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.

There were no open market repurchases during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company repurchased 0.7 million shares, at a cost of $39 million, on the open market.

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.

During the three months ended March 31, 2026 and 2025, such repurchases totaled 0.2 million shares, at a cost of $6 million, and 0.2 million shares, at a cost of $11 million, respectively.

Repurchases of shares have been funded with cash generated from operations and from cash reserves.

The Company’s working capital at September 30, 2025, included $365 million in cash and cash equivalents, and $838 million in net accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience.

The Company’s working capital at March 31, 2026, included $278 million in cash and cash equivalents, and $776 million in net accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience.

The Company expects that internally generated cash will be sufficient to support the working capital needs of the Company, the Company’s fixed payments, dividends, and other obligations on both a short-term and long-term basis.

1 unchanged sentence

The Company’s variable direct costs related to its contract talent solutions business will largely fluctuate in relation to its revenues.

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”), or an alternative base rate, 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.

On October 30, 2025, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of November 25, 2025.

The dividend will be paid on December 15, 2025.

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

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

On April 30, 2026, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of May 22, 2026.

The dividend will be paid on June 15, 2026.

Material Cash Requirements from Contractual Obligations

As of September 30, 2025, the Company reported current and long-term operating lease liabilities of $70 million and $171 million, respectively.

These balances consist of the minimum rental commitments for October 2025 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of September 30, 2025.

As of March 31, 2026, the Company reported current and long-term operating lease liabilities of $69 million and $183 million, respectively.

These balances consist of the minimum rental commitments for April 2026 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of March 31, 2026.

The majority of these leases are for real estate.

In the event the Company vacates a location prior to the end of the lease term, the Company may be obliged to continue making lease payments.

For further information, see Note G—“Leases” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.

For further information, see Note F—“Leases” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.

Purchase Obligations.

Purchase obligations are discussed in more detail in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

There have been no material changes to the Company’s contractual purchase obligations during the first three quarters of 2025.

December 31, 2025.

There have been no material changes to the Company’s contractual purchase obligations during the first quarter of 2026.

Employee Deferred Compensation Plan.

As of September 30, 2025, the Company reported employee deferred compensation plan obligations of $751 million in its accompanying unaudited Condensed Consolidated Statements of Financial Position.

As of March 31, 2026, the Company reported employee deferred compensation plan obligations of $738 million in its accompanying unaudited Condensed Consolidated Statements of Financial Position.

The balances are due to employees based upon elections they make at the time of deferring their funds.

The timing of these payments may change based upon factors including termination of the Company’s employment arrangement with a participant.

These obligations are funded through contributions to investment trusts, whose assets as of September 30, 2025, exceeded the obligations.

These obligations are funded through contributions to investment trusts, whose assets as of March 31, 2026, exceeded the obligations.

Assets of these plans are held by an independent trustee for the sole benefit of participating employees and consist of money market funds and mutual funds.

1 unchanged sentence

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 2. Management’s Discussion and Analysis