What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-05-01 · 301 added, 111 removed, 235 unchanged (64% of the section changed)

40 unchanged sentences

Executive Overview

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

The Company’s service revenues for the first half of 2026 were $2.64 billion, a decrease of 3.1% from the prior year.

Net income was $40 million, and diluted net income per share was $0.40.

1 unchanged sentence

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.

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

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

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.

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.

real gross domestic product increased at an annual rate of 1.5% during the second quarter 2026, compared to an increase of 2.0% during the first quarter of 2026.

job market remains resilient with overall unemployment at 4.2%, as of June 30, 2026.

Labor supply constraints remain.

1 unchanged sentence

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.

While clients continue to approach hiring thoughtfully, the Company sees steady progress in client interactions and activity.

These interactions suggest that clients remain resilient, although geopolitical and macroeconomic uncertainty persists, and inflation remains a concern including the potential effects of escalating tensions in the Middle East.

Organizations continue to focus on initiatives that drive productivity, growth and long-term competitiveness which contributes to ongoing demand for the Company’s services.

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

2 unchanged sentences

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.

Artificial intelligence continues to complement – not replace – the work performed by the professionals the Company places.

The Company is also seeing growing demand for candidates who combine deep domain expertise with AI fluency and the judgment required to apply these technologies effectively and responsibly, including verifying the accuracy of their outcomes.

The rapid adoption of generative AI by job seekers has also changed the recruiting landscape, increasing application volumes and making candidate evaluation more complex.

This underscores the importance of the Company's proprietary candidate insights, specialized recruiting expertise and proven ability to identify highly-skilled talent.

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.

3 unchanged sentences

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

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.

During the first half of 2026, the Company’s headcount remained relatively flat for its contract talent solutions segment, as well as administrative headcount, when compared to prior year-end levels, while its permanent placement talent solutions segment and 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 three months ended March 31, 2026.

There were no material changes to the Company’s critical accounting policies or estimates for the six months ended June 30, 2026.

Recent Accounting Pronouncements

34 unchanged sentences

“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

Three Months Ended June 30, 2026 and 2025

Service Revenues.

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.

The Company’s revenues were $1.34 billion for the three months ended June 30, 2026, a decrease of 2.4% compared to $1.37 billion for the three months ended June 30, 2025.

Revenues from U.S.

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.

operations decreased 2.9% to $1.03 billion (77.3% of total revenue) for the three months ended June 30, 2026, compared to $1.06 billion (77.7% of total revenue) for the three months ended June 30, 2025.

Revenues from international operations decreased 1.0% to $303 million (22.7% of total revenue) for the three months ended June 30, 2026, compared to $306 million (22.3% of total revenue) for the three months ended June 30, 2025.

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

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.

Contract talent solutions revenues were $747 million for the three months ended June 30, 2026, decreasing by 1.6% compared to revenues of $760 million for the three months ended June 30, 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 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.

The decrease in contract talent solutions revenues for the three months ended June 30, 2026, was primarily due to a 2.8% decrease in the number of hours worked by the Company’s engagement professionals, offset by a 1.2% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues decreased 2.1% for the second quarter of 2026 compared to the second quarter of 2025.

In the U.S., revenues in the second quarter of 2026 decreased 2.1% on a reported basis, and decreased 1.8% on an adjusted basis, compared to the second quarter of 2025.

International revenues for the second quarter of 2026 decreased 0.1% on a reported basis, and decreased 3.5% on an adjusted basis, compared to the second quarter of 2025.

Permanent placement talent solutions revenues were $118 million for the three months ended June 30, 2026, increasing by 2.9% compared to revenues of $115 million for the three months ended June 30, 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 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.

The increase in permanent placement talent solutions revenues for the three months ended June 30, 2026, was due to a 5.5% increase in average fees earned per placement, partially offset by a 2.6% decrease in the number of placements.

On an adjusted basis, permanent placement talent solutions revenues increased 2.5% for the second quarter of 2026 compared to the second quarter of 2025.

In the U.S., revenues for the second quarter of 2026 increased 6.0% on a reported basis, and increased 6.3% on an adjusted basis, compared to the second quarter of 2025.

International revenues for the second quarter of 2026 decreased 4.8% on a reported basis, and decreased 7.1% on an adjusted basis, compared to the second 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 $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.

Protiviti revenues were $471 million for the three months ended June 30, 2026, decreasing by 4.9% compared to revenues of $495 million for the three months ended June 30, 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 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:

The decrease in Protiviti revenues for the three months ended June 30, 2026, was due to a 19.9% decrease in billable hours, partially offset by a 15.0% increase in average hourly bill rates.

The increase in average bill rate largely reflects changes in the composition and number of professional staff, as well as differences in their respective billing rates.

As engagements shift from large, highly leveraged projects to smaller engagements with less leverage, average bill rates increase.

On an adjusted basis, Protiviti revenues decreased 5.0% for the second quarter of 2026 compared to the second quarter of 2025.

In the U.S., revenues in the second quarter of 2026 decreased 5.8% on a reported basis, and decreased 5.5% on an adjusted basis, compared to the second quarter of 2025.

International revenues for the second quarter of 2026 decreased 1.2% on a reported basis, and decreased 3.1% on an adjusted basis, compared to the second 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 June 30, 2026, is presented in the following table:

Global United States International

14 unchanged sentences

Gross Margin .

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.

The Company’s gross margin dollars were $474 million for the three months ended June 30, 2026, decreasing 7.0% from $509 million for the three months ended June 30, 2025.

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

4 unchanged sentences

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 $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 contract talent solutions were $292 million for the three months ended June 30, 2026, decreasing by 1.7% from $297 million for the three months ended June 30, 2025.

As a percentage of revenues, gross margin dollars for contract talent solutions were 39.1% in both the second 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 $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.

Gross margin dollars for permanent placement talent solutions were $118 million for the three months ended June 30, 2026, increasing 2.9% from $115 million for the three months ended June 30, 2025.

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

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.

2 unchanged sentences

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 $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.

Gross margin dollars for Protiviti were $64 million for the three months ended June 30, 2026, decreasing 34.6% from $97 million for the three months ended June 30, 2025.

As a percentage of revenues, reported gross margin dollars for Protiviti were 13.5% in the second quarter of 2026, down from 19.7% in the second quarter of 2025.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 18.5% in the second quarter of 2026, down from 22.3% in the second quarter of 2025.

The year-over-year decrease in adjusted gross margin percentage was primarily due to cost reduction charges incurred in the quarter, as well as the relative composition of and number of professional staff and their respective pay and bill rates.

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

Three Months Ended March 31, Relationships

Three Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

6 unchanged sentences

Total $ 474,027 $ 509,474 $ 497,415 $ 522,275 35.5 % 37.2 % 37.2 % 38.1 %

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

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30, 2026

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

3 unchanged sentences

As Adjusted $ 292,422 39.1 % $ 117,823 99.9 % $ 87,170 18.5 % $ 497,415 37.2 %

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

8 unchanged sentences

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 $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.

The Company’s reported selling, general and administrative expenses were $536 million for the three months ended June 30, 2026, increasing by 5.6% from $508 million for the three months ended June 30, 2025.

As a percentage of revenues, reported selling, general and administrative expenses were 40.1% in the second quarter of 2026, up from 37.1% in the second quarter of 2025.

The Company’s adjusted selling, general and administrative expenses were $459 million for the three months ended June 30, 2026, down 0.9% from $463 million for the three months ended June 30, 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses were 34.3% in the second quarter of 2026, up from 33.8% in the second 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 $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.

Selling, general and administrative expenses for contract talent solutions, on a reported basis, were $343 million for the three months ended June 30, 2026, increasing by 7.6% from $319 million for the three months ended June 30, 2025.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 45.9% in the second quarter of 2026, up from 42.0% in the second quarter of 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 36.7% in both the second quarter of 2026 and 2025.

Selling, general and administrative expenses for permanent placement talent solutions were $116 million for the three months ended June 30, 2026, increasing by 4.3% from $111 million for the three months ended June 30, 2025.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions services were 98.3% in the second quarter of 2026, up from 97.0% in the second quarter of 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 90.6% in the second quarter of 2026, down from 92.7% in the second quarter of 2025, due primarily to positive leverage as revenues increased.

Selling, general and administrative expenses for Protiviti were $77 million for the three months ended June 30, 2026, decreasing by 0.7% from $78 million for the three months ended June 30, 2025.

As a percentage of revenues, selling, general and administrative expenses for Protiviti services were 16.4% in the second quarter of 2026, up from 15.7% in the second quarter of 2025, due primarily to negative leverage as revenues decreased.

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

Three Months Ended March 31, Relationships

Three Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

8 unchanged sentences

Total $ 536,326 $ 507,934 $ 458,836 $ 463,081 40.1 % 37.1 % 34.3 % 33.8 %

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 March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

5 unchanged sentences

As Adjusted $ 274,618 36.7 % $ 106,929 90.6 % $ 77,289 16.4 % $ 458,836 34.3 %

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

8 unchanged sentences

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 $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 by reporting segment is summarized as follows (in thousands):

Three Months Ended March 31, Relationships

Operating (Loss) Income.

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

The Company’s reported operating loss was $62 million for the three months ended June 30, 2026, compared to operating income of $2 million for the three months ended June 30, 2025.

As a percentage of revenues, reported operating (loss) income was (4.7)% in the second quarter of 2026, down from 0.1% in the second quarter of 2025.

The Company’s adjusted operating income was $39 million for the three months ended June 30, 2026, down 34.8% from $59 million for the three months ended June 30, 2025.

As a percentage of revenues, adjusted operating income was 2.9% in the second quarter of 2026, down from 4.3% in the second quarter of 2025.

Since operating (loss) 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 (loss) income by reporting segment is summarized as follows (in thousands):

Three Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2026 2025 2026 2025 2026 2025 2026 2025

Operating income

Operating (loss) income

Contract talent solutions

4 unchanged sentences

Total $ (62,299) $ 1,540 $ 38,579 $ 59,194 (4.7 %) 0.1 % 2.9 % 4.3 %

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

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating (loss) income for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

Contract talent

1 unchanged sentence

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

Operating income

Operating (loss) income

As Reported $ (50,616) (6.8 %) $ 1,824 1.5 % $ (13,507) (2.9 %) $ (62,299) (4.7 %)

1 unchanged sentence

As Adjusted $ 17,804 2.4 % $ 10,894 9.2 % $ 9,881 2.1 % $ 38,579 2.9 %

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Contract talent

1 unchanged sentence

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

Operating income

Operating (loss) income

As Reported $ (21,504) (2.8 %) $ 3,333 2.9 % $ 19,711 4.0 % $ 1,540 0.1 %

1 unchanged sentence

As Adjusted $ 18,423 2.4 % $ 8,259 7.2 % $ 32,512 6.6 % $ 59,194 4.3 %

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

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

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.

5 unchanged sentences

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.

The Company’s income from investments held in employee deferred compensation trusts was $101 million and $58 million for the three months ended June 30, 2026 and 2025, respectively.

The income from trust investments during the second quarter of 2026 was due to positive market returns.

Provision for income taxes .

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.

The provision for income taxes was 35.2% and 33.3% for the three months ended June 30, 2026 and 2025, respectively.

The higher tax rate for 2026 can be primarily attributed to lower tax credits and the increased impact of nondeductible expenses relative to lower pre-tax income.

Six Months Ended June 30, 2026 and 2025

Service Revenues.

The Company’s revenues were $2.64 billion for the six months ended June 30, 2026, a decrease of 3.1% compared to $2.72 billion for the six months ended June 30, 2025.

Revenues from U.S.

operations decreased 5.0% to $2.02 billion (76.7% of total revenue) for the six months ended June 30, 2026, compared to $2.13 billion (78.2% of total revenue) for the six months ended June 30, 2025.

Revenues from international operations increased 3.4% to $615 million (23.3% of total revenue) for the six months ended June 30, 2026, compared to $594 million (21.8% of total revenue) for the six months ended June 30, 2025.

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

Contract talent solutions revenues were $1.47 billion for the six months ended June 30, 2026, decreasing by 3.3% compared to revenues of $1.52 billion for the six months ended June 30, 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 six months ended June 30, 2026, was primarily due to a 5.0% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 1.8% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues in the first half of 2026 decreased 4.5% compared to the first half of 2025.

In the U.S., revenues in the first half of 2026 decreased 4.9% on a reported basis, and decreased 4.7% on an adjusted basis, compared to the first half of 2025.

International revenues for the first half of 2026 increased 2.1% on a reported basis, and decreased 3.5% on an adjusted basis, compared to the first half of 2025.

Permanent placement talent solutions revenues were $227 million for the six months ended June 30, 2026, flat compared to revenues of $227 million for the six months ended June 30, 2025.

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

Permanent placement talent solutions revenues for the six months ended June 30, 2026, were impacted by a 5.1% increase in average fees earned per placement, partially offset by a 5.0% decrease in the number of placements.

On an adjusted basis, permanent placement talent solutions revenues decreased 1.1% for the first half of 2026 compared to the first half of 2025.

In the U.S., revenues for the first half of 2026 were flat on a reported basis, and increased 0.3% on an adjusted basis, compared to the first half of 2025.

International revenues for the first half of 2026 increased 0.2% on a reported basis, and decreased 4.1% on an adjusted basis,

compared to the first half 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 $937 million for the six months ended June 30, 2026, decreasing by 3.6% compared to revenues of $972 million for the six months ended June 30, 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 six months ended June 30, 2026, was due to a 12.9% decrease in billable hours, partially offset by a 9.3% increase in average hourly bill rates.

The increase in average bill rate largely reflects changes in the composition and number of professional staff, as well as differences in their respective billing rates.

As engagements shift from large, highly leveraged projects to smaller engagements with less leverage, average bill rates increase.

On an adjusted basis, Protiviti revenues decreased 4.4% for the first half of 2026 compared to the first half of 2025.

In the U.S., revenues in the first half of 2026 decreased 6.1% on a reported basis, and decreased 5.9% on an adjusted basis, compared to the first half of 2025.

International revenues in the first half of 2026 increased 7.0% on a reported basis, and increased 2.2% on an adjusted basis, compared to the first half 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 six months ended June 30, 2026, is presented in the following table:

Global United States International

Contract talent solutions

As Reported -3.3 % -4.9 % 2.1 %

Billing Days Impact 0.1 % 0.2 % 0.0 %

Currency Impact -1.3 % ― -5.6 %

As Adjusted -4.5 % -4.7 % -3.5 %

Permanent placement talent solutions

As Reported 0.1 % 0.0 % 0.2 %

Billing Days Impact 0.0 % 0.3 % 0.1 %

Currency Impact -1.2 % ― -4.4 %

As Adjusted -1.1 % 0.3 % -4.1 %

As Reported -3.6 % -6.1 % 7.0 %

Billing Days Impact 0.1 % 0.2 % 0.0 %

Currency Impact -0.9 % ― -4.8 %

As Adjusted -4.4 % -5.9 % 2.2 %

Gross Margin .

The Company’s gross margin dollars were $954 million for the six months ended June 30, 2026, down 5.4% from $1.01 billion for the six months ended June 30, 2025.

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 $574 million for the six months ended June 30, 2026, down 3.4% from $594 million for the six months ended June 30, 2025.

As a percentage of revenues, gross margin dollars for contract talent solutions were 39.0% in the first half of both 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 $227 million for the six months ended June 30, 2026, flat compared to $227 million for the six months ended June 30, 2025.

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 $153 million for the six months ended June 30, 2026, down 18.4% from $188 million for the six months ended June 30, 2025.

As a percentage of revenues, reported gross margin dollars for Protiviti were 16.3% in the first half of 2026, down from 19.3% in the first half of 2025.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 18.6% in the first half of 2026, down from 20.2% in the first half of 2025.

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 as well as cost reduction charges incurred in the period.

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

(in thousands):

Six Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2026 2025 2026 2025 2026 2025 2026 2025

Contract talent solutions

$ 574,175 $ 594,300 $ 574,175 $ 594,300 39.0 % 39.0 % 39.0 % 39.0 %

Permanent placement talent solutions

226,549 226,412 226,549 226,412 99.8 % 99.8 % 99.8 % 99.8 %

153,212 187,807 174,596 196,569 16.3 % 19.3 % 18.6 % 20.2 %

Total $ 953,936 $ 1,008,519 $ 975,320 $ 1,017,281 36.2 % 37.1 % 37.0 % 37.4 %

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30, 2026

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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

As Reported $ 574,175 39.0 % $ 226,549 99.8 % $ 153,212 16.3 % $ 953,936 36.2 %

Adjustments (1) — — — — 21,384 2.3 % 21,384 0.8 %

As Adjusted $ 574,175 39.0 % $ 226,549 99.8 % $ 174,596 18.6 % $ 975,320 37.0 %

Six Months Ended June 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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

As Reported $ 594,300 39.0 % $ 226,412 99.8 % $ 187,807 19.3 % $ 1,008,519 37.1 %

Adjustments (1) — — — — 8,762 0.9 % 8,762 0.3 %

As Adjusted $ 594,300 39.0 % $ 226,412 99.8 % $ 196,569 20.2 % $ 1,017,281 37.4 %

(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.

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 $979 million for the six months ended June 30, 2026, up 1.2% from $968 million for the six months ended June 30, 2025.

As a percentage of revenues, reported selling, general and administrative expenses were 37.1% in the first half of 2026, up from 35.6% in the first half of 2025.

The Company’s adjusted selling, general and administrative expenses were $908 million for the six months ended June 30, 2026, down 3.3% from $939 million for the six months ended June 30, 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses were 34.4% in the first half of 2026, down from 34.5% in the first half of 2025.

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 $610 million for the six months ended June 30, 2026, increasing by 2.5% from $595 million for the six months ended June 30, 2025.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 41.4% in the first half of 2026, up from 39.1% in the first half of 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 37.2% in the first half of 2026, down from 37.4% in the first half of 2025.

Selling, general and administrative expenses for permanent placement talent solutions were $218 million for the six months ended June 30, 2026, increasing by 0.2% from $217 million for the six months ended June 30, 2025.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 96.0% in the first half of 2026, up from 95.8% in the first half of 2025.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 92.3% in the first half of 2026, down from 94.6% in the first half of 2025, due primarily to positive leverage as revenues increased.

Selling, general and administrative expenses for Protiviti were $151 million for the six months ended June 30, 2026, decreasing by 2.7% from $156 million for the six months ended June 30, 2025.

As a percentage of revenues, selling, general and administrative expenses for Protiviti were 16.2% in the first half of 2026, up from 16.0% in the first half of 2025.

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

Six Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2026 2025 2026 2025 2026 2025 2026 2025

Selling, General and

Administrative Expenses

Contract talent solutions

$ 610,119 $ 595,083 $ 547,058 $ 569,186 41.4 % 39.1 % 37.2 % 37.4 %

Permanent placement talent solutions

217,805 217,353 209,599 214,529 96.0 % 95.8 % 92.3 % 94.6 %

151,400 155,661 151,400 155,661 16.2 % 16.0 % 16.2 % 16.0 %

Total $ 979,324 $ 968,097 $ 908,057 $ 939,376 37.1 % 35.6 % 34.4 % 34.5 %

The following tables provide reconciliations of the non-GAAP selling, general and administrative expenses to reported selling, general and administrative expenses for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30, 2026

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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

Selling, General and

Administrative Expenses

As Reported $ 610,119 41.4 % $ 217,805 96.0 % $ 151,400 16.2 % $ 979,324 37.1 %

Adjustments (1) (63,061) (4.2 %) (8,206) (3.7 %) — — (71,267) (2.7 %)

As Adjusted $ 547,058 37.2 % $ 209,599 92.3 % $ 151,400 16.2 % $ 908,057 34.4 %

Six Months Ended June 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 $ 595,083 39.1 % $ 217,353 95.8 % $ 155,661 16.0 % $ 968,097 35.6 %

Adjustments (1) (25,897) (1.7 %) (2,824) (1.2 %) — — (28,721) (1.1 %)

As Adjusted $ 569,186 37.4 % $ 214,529 94.6 % $ 155,661 16.0 % $ 939,376 34.5 %

(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) loss is presented separately.

These adjustments have no impact on income before income taxes.

Operating (Loss) Income.

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

The Company’s reported operating loss was $25 million for the six months ended June 30, 2026, compared to operating income of $40 million for the six months ended June 30, 2025.

As a percentage of revenues, reported operating (loss) income was (1.0)% in the first half of 2026, down from 1.5% in the first half of 2025.

The Company’s adjusted operating income was $67 million for the six months ended June 30, 2026, down 13.7% from $78 million for the six months ended June 30, 2025.

As a percentage of revenues, adjusted operating income was 2.6% in the first half of 2026, down from 2.9% in the first half of 2025.

Since operating (loss) 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 (loss) income by reporting segment is summarized as follows (in thousands):

Six Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2026 2025 2026 2025 2026 2025 2026 2025

Operating (loss) income

Contract talent solutions

$ (35,944) $ (783) $ 27,117 $ 25,114 (2.4 %) (0.1 %) 1.8 % 1.6 %

Permanent placement talent solutions

8,744 9,059 16,950 11,883 3.9 % 4.0 % 7.5 % 5.2 %

Protiviti 1,812 32,146 23,196 40,908 0.2 % 3.3 % 2.5 % 4.2 %

Total $ (25,388) $ 40,422 $ 67,263 $ 77,905 (1.0 %) 1.5 % 2.6 % 2.9 %

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating (loss) income for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30, 2026

Contract talent

solutions Permanent placement talent solutions Protiviti Total

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

Operating (loss) income

As Reported $ (35,944) (2.4 %) $ 8,744 3.9 % $ 1,812 0.2 % $ (25,388) (1.0 %)

Adjustments (1) 63,061 4.2 % 8,206 3.6 % 21,384 2.3 % 92,651 3.6 %

As Adjusted $ 27,117 1.8 % $ 16,950 7.5 % $ 23,196 2.5 % $ 67,263 2.6 %

Six Months Ended June 30, 2025

Contract talent

solutions Permanent placement talent solutions Protiviti Total

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

Operating (loss) income

As Reported $ (783) (0.1 %) $ 9,059 4.0 % $ 32,146 3.3 % $ 40,422 1.5 %

Adjustments (1) 25,897 1.7 % 2,824 1.2 % 8,762 0.9 % 37,483 1.4 %

As Adjusted $ 25,114 1.6 % $ 11,883 5.2 % $ 40,908 4.2 % $ 77,905 2.9 %

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

These adjustments have no impact on income before income taxes.

(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.

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.

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 income from investments held in employee deferred compensation trusts was $93 million and $37 million for the six months ended June 30, 2026 and 2025, respectively.

The income from trust investments was due to positive market returns during the first half of 2026.

Provision for income taxes .

The provision for income taxes was 44.3% and 30.3% for the six months ended June 30, 2026 and 2025, respectively.

The higher tax rate for 2026 can be primarily attributed to a tax charge in the first 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 relative to lower pre-tax income.

Liquidity and Capital Resources

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

The change in the Company’s liquidity during the six months ended June 30, 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 and cash equivalents were $325 million and $381 million at June 30, 2026 and 2025, respectively.

Operating activities used net cash flows of $4 million during the six months ended June 30, 2026, combined with $5 million and $127 million of net cash used in investing activities and financing activities, respectively.

Operating activities provided net cash flows of $60 million during the six months ended June 30, 2025, offset by $49 million and $192 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 six months ended June 30, 2026, compared to an increase of $24 million during the six months ended June 30, 2025.

Operating activities—Net cash used in operating activities for the six months ended June 30, 2026, was $4 million.

This was composed of net income of $40 million, offset by non-cash items of $10 million, and net cash used in changes in working capital of $34 million.

Net cash provided by operating activities for the six months ended June 30, 2025, was $60 million.

This was composed of net income of $58 million adjusted upward for non-cash items of $46 million, offset by net cash used in changes in working capital of $44 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.

Investing activities—Cash used in investing activities for the six months ended June 30, 2026, was $5 million.

This was composed of capital expenditures of $16 million, and investments in employee deferred compensation trusts of $39 million, partially offset by proceeds from employee deferred compensation trust redemptions of $50 million.

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.

Cash used in investing activities for the six months ended June 30, 2025, was $49 million.

This was composed of capital expenditures of $28 million, investments in employee deferred compensation trusts of $51 million, and payments for acquisitions of $10 million, partially offset by proceeds from employee deferred compensation trust redemptions of $40 million.

Capital expenditures, including $16 million related to cloud computing implementations, for the six months ended June 30, 2026, totaled $32 million, approximately 78% 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.

1 unchanged sentence

The Company currently expects that 2026 capitalized expenditures will range from $50 million to $70 million, of which $45 million to $55 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.

Financing activities—Cash used in financing activities for the six months ended June 30, 2026, was $127 million.

This included repurchases of $6 million in common stock and $121 million in dividends paid to stockholders.

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

Cash used in financing activities for the six months ended June 30, 2025, was $192 million.

This included repurchases of $71 million in common stock and $121 million in dividends paid to stockholders.

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.

As of June 30, 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 six months ended June 30, 2026.

During the six months ended June 30, 2025, the Company repurchased 1.1 million shares, at a cost of $59 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.

During the six months ended June 30, 2026 and 2025, such repurchases totaled 0.3 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 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’s working capital at June 30, 2026, included $325 million in cash and cash equivalents, and $821 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.

3 unchanged sentences

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 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.

The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of June 30, 2026.

The Company had no cash borrowings under the Credit Agreement as of June 30, 2026, and maintained $10.3 million in standby letters of credit to satisfy workers’ compensation insurers’ collateral requirements.

On August 3, 2026, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of August 25, 2026.

The dividend will be paid on September 15, 2026.

Material Cash Requirements from Contractual Obligations

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.

As of June 30, 2026, the Company reported current and long-term operating lease liabilities of $67 million and $174 million, respectively.

These balances consist of the minimum rental commitments for July 2026 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of June 30, 2026.

The majority of these leases are for real estate.

2 unchanged sentences

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 year ended

December 31, 2025.

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

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

Employee Deferred Compensation Plan.

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.

As of June 30, 2026, the Company reported employee deferred compensation plan obligations of $827 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 March 31, 2026, exceeded the obligations.

These obligations are funded through contributions to investment trusts, whose assets as of June 30, 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