What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-19 · 422 added, 271 removed, 965 unchanged (42% of the section changed)

18 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Workers’ Compensation Claims Reserves - Refer to Notes 1 and 7 to the Financial Statements

2 unchanged sentences

The determination of the workers’ compensation reserve requires significant estimates and assumptions related to the future cost of claims and related expenses for claims that have been reported but not settled, as well as those that have been incurred but not reported.

The workers’ compensation reserve, net of discount, was $139.8 million as of December 29, 2024.

Given the fact that changes in actuarial assumptions could have a significant impact on the reserve, auditing management judgments regarding the workers’ compensation reserve, including estimates of the future cost of claims and related expenses, involved a high degree of auditor judgment, including the need to involve our actuarial specialists.

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• With the assistance of our actuarial specialists, we developed independent estimates of the workers’ compensation reserve and compared our estimates to the Company’s recorded workers’ compensation reserve.

Goodwill - PeopleReady Reporting Unit - Refer to Notes 1, 3, and 6 to the Financial Statements

Critical Audit Matter Description

The Company evaluates goodwill for impairment on an annual basis or whenever events or circumstances make it more likely than not that an impairment may have occurred.

Management performed an interim quantitative impairment test as of the last day of fiscal May 2024 as management determined that a triggering event had occurred due to a decline in demand for the Company’s services, prolonged economic uncertainty, and a further decrease in the Company’s stock price.

As a result of the interim impairment test as of the last day of fiscal May 2024, a goodwill impairment charge of $59.0 million was recorded related to the PeopleReady reporting unit (“PeopleReady”), representing the remaining goodwill balance for PeopleReady.

The Company’s quantitative evaluation of goodwill for impairment involved the comparison of the fair value of each reporting unit to its carrying value.

The fair value of PeopleReady was estimated using a weighting of the income and market valuation approaches.

The income approach applied a fair value methodology based on discounted cash flows of PeopleReady, which required management to make significant judgments related to the estimation of future revenue and profitability, and determination of the risk-adjusted weighted average cost of capital (“discount rate”).

The market approach developed a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the estimated future revenue of PeopleReady.

The market approach requires management to make significant assumptions related to forecasted revenue and the selected revenue multiples for PeopleReady.

We identified goodwill for PeopleReady as a critical audit matter because of the significant judgments and assumptions made by management to estimate the fair value of PeopleReady and the sensitivity of PeopleReady’s business to changes in demand.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenue and profitability and the selection of the discount rate and revenue multiples.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenue and profitability, and the selection of the discount rate and revenue multiples to estimate the fair value of PeopleReady included the following, among others:

• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of PeopleReady, such as controls related to management’s forecasts of future revenues and profitability and selection of the discount rate and revenue multiples.

• We evaluated management’s ability to accurately forecast future revenues and profitability by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s revenue and profitability forecasts by comparing the forecasts to:

◦ Historical revenues and profitability.

◦ Internal communications to management and the Board of Directors.

◦ Industry reports containing analyses of expected trends and the competitive environment in the industry in which PeopleReady operates.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) selected discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management, and (3) selected revenue multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to similar publicly traded companies.

/s/ Deloitte & Touche LLP

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Goodwill and intangible asset impairment charge 200 59,674 9,485

Income (loss) from operations ( 92,775 ) ( 23,850 ) 72,185

Right-of-use and other long-lived asset impairment charge

Loss from operations

( 46,634 ) ( 92,775 ) ( 23,850 )

Interest and other income (expense), net 1,003 4,251 3,205

Income (loss) before tax expense (benefit) ( 88,524 ) ( 20,645 ) 73,416

Loss before tax expense (benefit)

( 45,631 ) ( 88,524 ) ( 20,645 )

Income tax expense (benefit) 2,329 37,224 ( 6,472 )

Net income (loss) $ ( 125,748 ) $ ( 14,173 ) $ 62,273

Net income (loss) per common share:

$ ( 47,960 ) $ ( 125,748 ) $ ( 14,173 )

Net loss per common share:

Basic $ ( 1.61 ) $ ( 4.17 ) $ ( 0.45 )

6 unchanged sentences

Total other comprehensive income (loss), net of tax 546 ( 1,481 ) ( 694 )

Comprehensive income (loss) $ ( 127,229 ) $ ( 14,867 ) $ 58,002

Comprehensive loss

$ ( 47,414 ) $ ( 127,229 ) $ ( 14,867 )

See accompanying notes to consolidated financial statements

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Foreign currency translation adjustment — — — 546 546

Purchases and retirement of common stock ( 1,967 ) — ( 21,293 ) — ( 21,293 )

Issuances under equity plans, including tax benefits 399 — ( 644 ) — ( 644 )

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Cash flows from operating activities:

Net income (loss) $ ( 125,748 ) $ ( 14,173 ) $ 62,273

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

$ ( 47,960 ) $ ( 125,748 ) $ ( 14,173 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization (inclusive of depreciation included in cost of services)

1 unchanged sentence

Goodwill and intangible asset impairment charge 200 59,674 9,485

Right-of-use and other long-lived asset impairment charge

Provision for credit losses 2,811 2,321 4,972

6 unchanged sentences

Income taxes receivable and payable 4,094 3,196 ( 1,317 )

Operating lease right-of-use asset — — 118

Other assets 15,767 22,766 31,366

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Capital expenditures ( 15,678 ) ( 24,151 ) ( 31,276 )

Acquisition of businesses, net of cash acquired ( 30,149 ) — —

Divestiture of business 400 3,099 —

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Purchases of restricted held-to-maturity investments ( 10,877 ) ( 11,242 ) ( 34,110 )

Maturities of restricted held-to-maturity investments 33,841 33,749 27,712

Sales and maturities of restricted held-to-maturity investments

39,944 33,841 33,749

Net cash used in investing activities ( 16,062 ) ( 2,453 ) ( 32,322 )

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Other ( 414 ) ( 1,807 ) ( 100 )

Net cash used in financing activities ( 17,087 ) ( 37,583 ) ( 64,692 )

Net cash provided by (used in) financing activities

57,143 ( 17,087 ) ( 37,583 )

Change in cash, cash equivalents and restricted cash and cash equivalents reclassified to assets held-for-sale — — ( 300 )

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Supplemental disclosure of cash flow information:

Cash paid during the period for:

Cash paid (received) during the period for:

Interest $ 4,622 $ 1,044 $ 1,031

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(the “company,” “TrueBlue,” “we,” “us” and “our”) is a leading provider of specialized workforce solutions that help clients achieve business growth and improve productivity.

We serve clients in a wide variety of industries through our PeopleReady segment which offers general, industrial and skilled trade contingent staffing, our PeopleManagement segment which offers contingent, on-site industrial staffing and commercial driver services, and our PeopleScout segment which offers recruitment process outsourcing (“RPO”), managed service provider (“MSP”) and talent advisory solutions.

We serve clients in a wide variety of industries through our PeopleReady segment which offers general, industrial and skilled trade contingent staffing, our PeopleManagement segment which offers contingent, on-site industrial staffing and commercial driver services, and our PeopleSolutions segment which offers recruitment process outsourcing (“RPO”), managed service provider (“MSP”), talent advisory solutions and skilled healthcare staffing solutions.

Basis of presentation

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Contingent staffing

We recognize revenue for our PeopleReady and PeopleManagement contingent staffing services over time as services are performed in an amount that reflects the consideration we expect to be entitled to collect in exchange for our services, which is generally calculated as hours worked or number of units multiplied by the agreed-upon bill rate.

We recognize revenue for our PeopleReady, PeopleManagement and Healthcare Staffing Professionals (“HSP”) contingent staffing services over time as services are performed in an amount that reflects the consideration we expect to be entitled to collect in exchange for our services, which is generally calculated as hours worked or number of units multiplied by the agreed-upon bill rate.

The client simultaneously receives and consumes the benefits of the services as they are provided.

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We expense advertisements as of the first date the advertisements take place.

Advertising expenses included in SG&A were $ 6.1 million, $ 9.2 million and $ 12.5 million in fiscal 2024, 2023 and 2022, respectively.

Advertising expenses included in SG&A expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) were $ 4.9 million, $ 6.1 million and $ 9.2 million in fiscal 2025, 2024 and 2023, respectively.

Cash, cash equivalents and marketable securities

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Based on an analysis of the risk characteristics of our clients and associated receivables, we have concluded our pools are as follows:

• PeopleReady has a large, diverse set of clients, generally with frequent, low dollar invoices due to the daily nature of the work we perform.

• PeopleReady (excluding RenewableWorks) has a large, diverse set of clients, generally with frequent, low dollar invoices due to the daily nature of the work we perform.

This results in high turnover in accounts receivable.

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Payment terms are slightly longer than PeopleReady.

• PeopleScout has a smaller number of clients, and generally sends monthly invoices on a consolidated basis for a client.

Invoice amounts are generally higher for PeopleScout than our other businesses, with longer payment terms than PeopleReady and Centerline.

• Staff Management | SMX and SIMOS Insourcing Solutions have a smaller number of clients, and follow a contractual billing schedule.

These clients have longer payment terms than our other businesses.

• Our PeopleScout and HSP brands have a smaller number of clients in a variety of industries and are generally invoiced monthly on a consolidated basis.

Invoice amounts are generally higher for these brands than our other businesses, with longer payment terms than PeopleReady and Centerline.

These businesses also have significant balances due from governmental entities.

• Our Staff Management | SMX and SIMOS Insourcing Solutions brands have a smaller number of clients and follow a contractual billing schedule.

These clients generally operate in the manufacturing, warehousing and distribution industries and have longer payment terms than our other businesses.

• Our RenewableWorks brand has a small number of large clients that operate in the energy industry, generally with high dollar invoices, and follows a contractual billing schedule.

Payment terms are slightly longer than most of our other businesses.

When specific clients are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately.

The credit loss rates applied to each aging category by pool are based on current collection efforts, historical collection trends, write-off experience, client credit risk, current economic data and forecasted information.

The credit loss rates applied to each aging category by pool are based on current collection efforts, historical collection trends, write-off experience, client credit risk and current economic data.

Management has elected the practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets.

The allowance for credit loss is reviewed and represents our best estimate of the amount of expected credit losses.

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Inputs are valued using quoted market prices in active markets for identical assets or liabilities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inputs other than quoted prices in active markets for identical assets and liabilities are used.

Assets and liabilities with unobservable inputs.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying value of our cash and cash equivalents and restricted cash and cash equivalents approximates fair value because of the short-term maturity of those instruments.

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Major renewals or replacements that substantially extend the useful life of an asset are capitalized and depreciated.

Costs associated with the acquisition or development of software for internal use, including internal and external labor costs, are capitalized and depreciated over the expected useful life of the software, from three to eight years .

Capitalization of costs begins when the preliminary project stage is complete, when management authorizes and commits to funding the project, and it is probable the project will be completed for the intended use.

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We also lease office spaces for our other operations, centralized support functions, office equipment, and machinery for use at client sites.

Many leases require variable payments for common area maintenance, sales tax, and repairs and maintenance, and insurance coverage, in addition to base rent.

Many leases require variable payments for common area maintenance, sales tax, repairs and maintenance, and insurance coverage, in addition to base rent.

The variable portion of these lease payments is not included in our right-of-use assets or lease liabilities.

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Under the majority of our leases, we have the right to terminate the lease with 90 days’ notice.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating leases are included in operating lease right-of-use assets, net and current and long-term operating lease liabilities on our Consolidated Balance Sheets.

Lease expense for operating leases is recognized on a straight-line basis over the lease term and is included in SG&A expense on our Consolidated Statements of Operations and Comprehensive Income (Loss).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease right-of-use assets and lease liabilities are measured using the present value of future minimum lease payments over the lease term at commencement date.

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We test for goodwill impairment at the reporting unit level.

We consider our operating segments to be our reporting units for goodwill impairment testing.

Our reporting units with remaining goodwill as of the first day of our fiscal second quarter of 2024 were PeopleReady, Centerline, PeopleScout RPO and PeopleScout MSP.

We consider our reporting units to be our operating segments or one level below that (the component level) based on our organizational structure.

Our reporting units with remaining goodwill as of the first day of our fiscal second quarter of 2025 were Centerline, PeopleScout and HSP.

When evaluating goodwill for impairment, we may first assess qualitative factors to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount.

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We consider a reporting unit’s fair value to be substantially in excess of its carrying value at a 20 % premium or greater.

We performed an interim impairment test as of the last day of the fiscal first quarter of 2024, as well as a qualitative assessment for our annual impairment test one day later, which did not result in impairment of goodwill for any reporting unit.

During the fiscal second quarter of 2024, management determined that a triggering event had occurred as a result of additional decline in demand for our services, prolonged economic uncertainty, and a further decrease in our stock price.

Therefore, we performed an additional interim impairment test as of the last day of fiscal May 2024.

We performed our annual impairment test for goodwill as of the first day of the fiscal second quarter of 2025, which did not result in impairment of goodwill for any reporting unit.

Refer to Note 6:

Goodwill and Intangible Assets for additional details on the interim impairment test, valuation methodologies, and inputs used in the fair value measurements.

Goodwill and Intangible Assets for additional details on the impairment test, valuation methodologies and inputs used in the fair value measurements.

Indefinite-lived intangible assets

We have indefinite-lived intangible assets for trade names/trademarks related to businesses within our PeopleScout and PeopleManagement segments.

We have indefinite-lived intangible assets for trademarks related to businesses within our PeopleSolutions and PeopleManagement segments.

We evaluate our indefinite-lived intangible assets for impairment on an annual basis as of the first day of our fiscal second quarter, or whenever events or circumstances make it more likely than not that an impairment may have occurred.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

When evaluating indefinite-lived intangible assets for impairment, we may first assess qualitative factors to determine whether it is more likely than not the fair value of the indefinite-lived intangible is less than its carrying amount.

Qualitative factors include macroeconomic conditions, industry and market conditions and overall company financial performance.

If, after assessing the totality of events and circumstances, we determine that it is more likely than not the fair value of the indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is unnecessary.

The quantitative impairment test, if necessary, utilizes the relief from royalty method to determine the fair value of each of our trade names/trademarks.

The quantitative impairment test, if necessary, utilizes the relief from royalty method to determine the fair value of each of our trademarks.

If the carrying value exceeds the fair value, we recognize an impairment charge in an amount equal to the excess, not to exceed the carrying value.

During the fiscal second quarter of 2024, we performed an impairment test for indefinite-lived intangible assets.

We performed our annual impairment test for indefinite-lived intangible assets as of the first day of the fiscal second quarter of 2025, which resulted in an impairment of $ 0.2 million to a trademark related to our PeopleManagement segment.

Refer to Note 6:

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License fees incurred during the development period are expensed as incurred.

Other long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

Other long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.

Other long-lived assets include property and equipment, lease right-of-use assets, finite-lived intangible assets and capitalized implementation costs for cloud computing arrangements that are service contracts.

Other than $ 0.5 million of lease right-of-use asset impairment charges recorded, there were no material other long-lived asset impairment charges recorded during the fiscal year ended December 29, 2024.

During the fiscal year ended December 28, 2025, we recorded an operating lease right-of-use and other long-lived asset impairment charge of $ 18.4 million as a result of executing a sublease for our Chicago support center.

Refer to Note 9:

Commitments and Contingencies for additional details on the impairment test, valuation methodologies and inputs used in the fair value measurements.

There were no other material long-lived asset impairment charges recorded during the fiscal year ended December 28, 2025.

Workers’ compensation claims reserves

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Management evaluates the adequacy of the workers’ compensation reserves in conjunction with an independent quarterly actuarial assessment.

Factors considered in establishing and adjusting these reserves include, among other things:

Factors considered by management, along with our third-party actuary and third-party administrator, in establishing and adjusting these reserves include, among other things:

• changes in medical and time loss (“indemnity”) costs;

• changes in mix between medical only and indemnity claims;

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• regulatory and legislative developments impacting benefits and settlement requirements;

2 unchanged sentences

• positive or adverse development of claims.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Legal contingency reserves and regulatory liabilities

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Compensation expense for performance share units which are contingent upon achievement of a market-based performance condition is based on the grant-date fair value utilizing a Monte Carlo simulation, and is generally recognized on a straight-line basis over the performance period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Compensation expense for all stock-based awards is adjusted for forfeitures as they occur.

Compensation expense for our employee stock purchase plan (“ESPP”) is based on the estimated fair value on the date of grant, using the Black-Scholes valuation model, and is recognized on a straight-line basis over the offering period, which is over a calendar month.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the event that there are changes to an employee’s requisite service period based on terms existing in the original award agreement, any unrecognized compensation expense is recognized prospectively over the updated remaining requisite service period.

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There is limited U.S.

GAAP accounting guidance for for-profit business entities that receive government assistance, we have elected to analogize to International Financial Reporting Standards (“IFRS”), specifically International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosures of Government Assistance.

GAAP accounting guidance for for-profit business entities that receive government assistance, so we have elected to analogize to International Financial Reporting Standards (“IFRS”), specifically International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosures of Government Assistance.

Following IAS 20, we recognize government assistance on a systematic basis over the periods in which we recognize the related costs for which the grant is intended to compensate, but only when there is reasonable assurance we will comply with all conditions attached to the grant and there is reasonable assurance the assistance will be received.

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As a result, $ 3.2 million and $ 6.0 million was recognized within cost of services and SG&A expense, respectively, on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 28, 2025.

This also resulted in a reversal of previously accrued interest related to these benefits of $ 1.1 million, offset by recognition of related professional fees of $ 0.8 million, which were recorded within interest and other income (expense), net and SG&A expense, respectively, on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024

Based on the reasonable assurance criteria, we deferred recognition of certain benefits of $ 15.7 million and $ 27.6 million as of December 29, 2024 and December 31, 2023, respectively until recognition becomes probable, which are included in accrued wages and benefits on our Consolidated Balance Sheets.

This also resulted in the reversal of previously accrued interest expense related to these benefits of $ 2.1 million, which was recorded within interest and other income (expense), net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 28, 2025.

The benefits were partially offset by recognition of related professional fee expenses of $ 0.6 million, which were recorded within SG&A expense on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 28, 2025.

Based on the reasonable assurance criteria, we continue to defer recognition of certain benefits of $ 5.1 million as of December 28, 2025 until recognition becomes probable, which is included in accrued wages and benefits on our Consolidated Balance Sheets.

Business combinations

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Subsequent changes in the estimate of the amount to be paid under the contingent consideration arrangement are recognized on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Cash payments for contingent or deferred consideration not made soon after the acquisition date are classified within cash flows from financing activities for the purchase price fair value of the contingent consideration, while amounts paid in excess are classified within cash flows from operating activities on the Consolidated Statements of Cash Flows.

Cash payments to settle the contingent consideration liability within a relatively short period of time after the acquisition is completed are classified as investing activities in the Consolidated Statements of Cash Flows.

Cash payments to settle the contingent consideration liability up to the acquisition date fair value (including measurement period adjustments) that are not within a relatively short period of time are recorded as financing activities in the Consolidated Statements of Cash Flows.

Cash payments to settle contingent consideration liability in excess of the acquisition date fair value (including measurement period adjustments) are recorded as operating activities in the Consolidated Statements of Cash Flows.

Alternatively, our acquisitions may include contingent payments to employees that are selling shareholders, which would be considered a transaction separate from the business combination, and therefore are accounted for as compensation expense.

All acquisition-related costs are expensed as incurred and recorded in SG&A expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Additionally, we recognize liabilities for anticipated restructuring costs that will be necessary due to the elimination of excess capacity, redundant assets or unnecessary functions, and record them as SG&A expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Additionally, we recognize liabilities for restructuring costs that will be necessary due to the elimination of excess capacity, redundant assets or unnecessary functions, and record them as SG&A expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently adopted accounting pronouncements

Segment disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ,” which requires disclosure of incremental segment information on an interim and annual basis, primarily regarding significant segment expenses and information used to assess segment performance.

This ASU is effective for fiscal years beginning after December 15, 2023 (fiscal 2024 for TrueBlue), and interim periods beginning after December 15, 2024 (Q1 2025 for TrueBlue).

Retrospective application is required for all periods presented.

We adopted this guidance for fiscal 2024, with retrospective application for fiscal 2023 and 2022.

The adoption of the new standard did not have a material impact on our financial statements.

Refer to Note 15:

Segment Information for revised segment disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures,” which requires enhancements and further transparency to certain income tax disclosures, primarily to the tax rate reconciliation and income taxes paid.

This ASU is effective for fiscal years beginning after December 15, 2024 (2025 for TrueBlue), on a prospective basis with retrospective application permitted.

We have adopted the disclosure requirements of this ASU retrospectively, which are reflected in our expanded disclosures within Note 13:

Income Taxes.

Credit losses

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 provides a practical expedient for entities to assume the current conditions as of the balance sheet date do not change for the remaining life of the asset when assessing expected credit losses on current accounts receivable and contract assets arising from transactions accounted for under Topic 606.

This ASU is effective for fiscal years beginning after December 15, 2025 (fiscal 2026 for TrueBlue) and interim reporting periods within those annual reporting periods.

If the practical expedient is elected, it will apply prospectively.

We elected to early adopt the use of the practical expedient as of December 28, 2025.

Use of the practical expedient did not have a material impact on our consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

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Clarifying the Effective Date.” ASU 2024-03 requires disclosures about specific types of expenses included in the expense captions presented in the income statement as well as disclosure about selling expenses.

ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026 (2027 for TrueBlue) and interim periods beginning after December 15, 2027 (Q1 2028 for TrueBlue).

We are currently evaluating the impact of this ASU on our required disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures,” which requires enhancements and further transparency to certain income tax disclosures, primarily to the tax rate reconciliation and income taxes paid.

This ASU is effective for fiscal years beginning after December 15, 2024 (2025 for TrueBlue), on a prospective basis with retrospective application permitted.

ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026 (fiscal 2027 for TrueBlue) and interim periods beginning after December 15, 2027 (fiscal Q1 2028 for TrueBlue) on a prospective or retrospective basis.

We are currently evaluating the impact of this ASU on our required disclosures.

In March 2024, the Securities and Exchange Commission (“SEC”) issued its final climate disclosure rule, which requires the disclosure of Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics in annual reports and registration statements, when material.

Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025.

While the SEC issued an order to stay the final rule in April 2024 due to certain legal challenges, we continue to evaluate the impact of this new rule on our required disclosures.

There are no other new accounting pronouncements, issued or effective during the fiscal year, that are expected to have a significant impact on our financial statements and related disclosures.

Effective February 26, 2024, we entered into a share purchase agreement (the “Agreement”) to sell Labour Ready Temporary Services, Ltd.

(“PeopleReady Canada”) to Vertical Staffing Resources (“Vertical”) for a sale price of $ 4.3 million, plus contingent consideration of up to $ 2.5 million based on the achievement of the results of the business as specified in the Agreement.

We received cash proceeds of $ 3.1 million, net of $ 0.8 million of transaction costs and $ 0.4 million held in escrow until expiration of the indemnification period.

We recognized a pre-tax gain on the divestiture of $ 0.7 million, which is included in interest and other income (expense), net on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

The operating results for PeopleReady Canada were reported in the PeopleReady reportable segment through the closing date, including $ 2.6 million in revenue for the fiscal year ended December 29, 2024.

The divestiture of PeopleReady Canada did not represent a strategic shift with a major effect on the company's operations and financial results and, therefore was not reported as a discontinued operation, nor was it an individually significant component of the company.

Internal-use software

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software.” This ASU eliminates references to project stages and instead requires an entity to start capitalizing software costs once both of the following criteria have been met:

(1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used for its intended function.

This ASU is effective for fiscal years beginning after December 15, 2027 (fiscal 2028 for TrueBlue) and interim reporting periods within those annual reporting periods (fiscal Q1 2028 for TrueBlue).

The guidance can be applied on a prospective basis, a modified basis for in-process projects or a retrospective basis, and early adoption is permitted.

We are currently evaluating the impact of this ASU.

Interim reporting

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) - Narrow-Scope Improvements.” This ASU clarifies interim disclosure requirements;

it does not attempt to expand or reduce disclosures.

ASU 2025-11 also includes a disclosure principle to help entities determine which events since the end of the last annual reporting period are material for disclosure.

This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 (fiscal Q1 2028 for TrueBlue).

The guidance can be applied on a prospective basis, or a retrospective basis for all or any prior periods, and early adoption is permitted.

We are currently evaluating the impact of this ASU;

however, it is not anticipated to have a material impact on our consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Government assistance

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

This ASU provides authoritative guidance for the recognition, measurement and presentation of government grants received by a business entity.

This ASU is effective for annual reporting periods beginning after December 15, 2028 (fiscal 2029 for TrueBlue) and interim periods within those annual periods (fiscal Q1 2029 for TrueBlue).

The guidance can be applied on a modified prospective, modified retrospective, or retrospective approach;

early adoption is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

Effective January 31, 2025, we acquired all of the outstanding equity interests of Healthcare Staffing Professionals, Inc., a long-term staffing and permanent hiring solutions provider, primarily focused on healthcare positions in the U.S.

This acquisition allows us to expand revenue in the healthcare end-market while also diversifying our business.

Under the terms of the share purchase agreement, the base purchase price of $ 42.0 million was adjusted for estimated unpaid pre-close liabilities of the selling shareholders, cash acquired and estimated excess working capital.

The purchase price allocated to acquired assets and liabilities was cash consideration of $ 35.2 million.

As part of the share purchase agreement, certain Healthcare Staffing Professionals, Inc.

employees can earn up to an additional $ 14.0 million based on the financial performance of the business over the next two years, which we have concluded should be treated as compensation expense.

Any amounts probable of being paid out under the agreement are expensed over the required service period.

We incurred acquisition-related costs of $ 0.8 million for the fiscal year ended December 28, 2025, which are included in SG&A expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table reflects our final allocation of the purchase price to the fair value of assets acquired and liabilities assumed:

(in thousands) Purchase price allocation

Purchase price allocated as follows:

Cash and cash equivalents $ 5,042

Accounts receivable 13,877

Prepaid expenses, deposits and other current assets 216

Operating lease right-of-use assets

Intangible assets

Total assets acquired 34,182

Accounts payable and other accrued expenses 2,228

Accrued wages and benefits 10,369

Income tax payable 3,635

Operating lease liabilities

Total liabilities assumed 16,329

Net identifiable assets acquired 17,853

Goodwill (1) 17,338

Total cash consideration transferred

(1) Goodwill represents the expected synergies with our existing businesses, the acquired assembled workforce, potential new clients and future cash flows after the acquisition of Healthcare Staffing Professionals, Inc., and is deductible for income tax purposes.

Intangible assets include identifiable intangible assets for customer relationships and trade names/trademarks.

We estimated the fair value of the acquired identifiable intangible assets, which are subject to straight line amortization, using an income approach.

These fair value measurements were based on Level 3 inputs under the fair value hierarchy.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the components of identifiable intangible assets acquired, including immaterial measurement period adjustments, as of January 31, 2025:

(in thousands, except percentages and estimated useful lives, in years)

Estimated fair value Estimated useful life in years Valuation method

Discount rate

Customer relationships $ 14,300 6 Multi-period excess earnings

Trade names/trademarks 650 7 Relief from royalty

Total acquired identifiable intangible assets $ 14,950

The acquired assets and assumed liabilities of Healthcare Staffing Professionals, Inc.

are included on our Consolidated Balance Sheets as of December 28, 2025, and the results of its operations are reported on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the period from February 1, 2025 to December 28, 2025.

The amount of revenue and income from operations for Healthcare Staffing Professionals, Inc.

included on our Consolidated Statements of Operations and Comprehensive Income (Loss) was $ 55.5 million and $ 1.2 million for the fiscal year ended December 28, 2025, respectively.

Income from operations includes $ 2.3 million of amortization expense related to acquired intangible assets.

Healthcare Staffing Professionals, Inc.

results have been combined with our historical PeopleScout segment, which was renamed PeopleSolutions in fiscal 2025.

We concluded the acquisition of Healthcare Staffing Professionals, Inc.

was not material to our consolidated results of operations and, as such, pro forma financial information was not required.

FAIR VALUE MEASUREMENT

Accounts receivable, accounts payable and other accrued expenses, accrued wages and benefits and related taxes approximate their fair values due to the short-term maturities of these assets and liabilities.

Our long-term debt is related to a revolving credit agreement and its carrying value approximates fair value as the interest rates are variable and reflect current market rates.

Assets measured at fair value on a recurring basis

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Restricted investments classified as held-to-maturity (2) $ 71,016 $ — $ 71,016 $ —

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 29, 2024

8 unchanged sentences

Restricted investments classified as held-to-maturity (2) $ 98,592 $ — $ 98,592 $ —

(1) Cash, cash equivalents and restricted cash and cash equivalents include money market funds and deposits.

(1) Cash, cash equivalents and restricted cash and cash equivalents include money market funds, deposits and investments with original maturities of three months or less.

(2) Refer to Note 4:

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Assets measured at fair value on a nonrecurring basis

In addition to assets that are recorded at fair value on a recurring basis, annual and interim impairment tests may subject our reporting units with goodwill and other intangible assets to nonrecurring fair value measurement.

For our 2024 interim goodwill impairment test as of the last day of fiscal May 2024, the fair value of each reporting unit was estimated using a weighting of the income and market approaches, except for PeopleScout MSP, which relied only on the income approach.

Goodwill and intangible assets

In addition to assets that are recorded at fair value on a recurring basis, impairment tests may subject our reporting units with goodwill and other intangible assets to nonrecurring fair value measurement.

We performed our annual impairment test for goodwill and indefinite-lived intangible assets as of the first day of fiscal second quarter of 2025.

Refer to Note 6:

Goodwill and Intangible Assets for additional details on the impairment charges, valuation methodologies and inputs used in the fair value measurements.

For our annual goodwill impairment test as of the first day of fiscal second quarter of 2025, the fair value of each reporting unit was estimated using an equal weighting of the income and market approaches.

The various inputs to these fair value models are considered Level 3.

As a result of the test, goodwill with a carrying value of $ 59.1 million associated with the PeopleReady reporting unit was impaired, and an impairment charge of $ 59.1 million was recognized on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

For our 2024 indefinite-lived intangible asset impairment test performed during the fiscal second quarter of 2024, the fair values of our trade names/trademarks were estimated utilizing the relief from royalty method.

As a result of the test, all of our reporting units with remaining goodwill had a fair value in excess of their respective carrying value.

For our annual indefinite-lived intangible asset impairment test as of the first day of fiscal second quarter of 2025, the fair value of our trademarks were estimated using the relief from royalty method.

The various inputs to this fair value model are considered Level 3.

As a result of the test, one of our trade names/trademarks with a carrying value of $ 3.3 million was written down to its fair value, and an impairment charge of $ 0.6 million was recognized on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For our 2023 annual goodwill impairment test performed as of the first day of our fiscal second quarter of 2023, the fair value of each reporting unit was estimated using a weighting of the income and market approaches, except for PeopleScout MSP, which relied only on the income approach.

The various inputs to these fair value models are considered Level 3.

As a result of the test, goodwill with a carrying value of $ 9.7 million associated with the PeopleScout MSP reporting unit was impaired, and an impairment charge of $ 8.9 million was recognized on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

For our 2023 annual indefinite-lived intangible asset impairment test performed as of the first day of our fiscal second quarter of 2023, the fair value of our trade names/trademarks were estimated utilizing the relief from royalty method.

As a result of the test, a trademark related to our PeopleManagement segment with a carrying value of $ 2.7 million was written down to its fair value, and an impairment charge of $ 0.2 million was recognized on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 28, 2025.

Right-of-use and long-lived assets

The execution of a sublease related to our Chicago support center in the fiscal fourth quarter of 2025 required us to reevaluate the related long-lived asset group and test the new asset group for recoverability and impairment.

The Chicago support center asset group consists of the operating lease right-of-use asset, and related leasehold improvements and furniture.

We estimated the fair value of the asset group using the income approach, specifically a discounted cash flow valuation technique.

The various inputs to this fair value model are considered Level 3.

As a result of the test, one of our trade names/trademarks with a carrying value of $ 3.9 million was written down to its fair value, and an impairment charge of $ 0.6 million was recognized on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

There were no goodwill or intangible asset impairment charges recorded during fiscal 2022.

As a result of the test, we recognized an impairment charge of $ 18.4 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 28, 2025.

The impairment was allocated to the assets within the asset group using a pro-rata method based on relative carrying values, resulting in an operating lease right-of-use asset impairment of $ 13.0 million, a leasehold improvement impairment of $ 5.2 million, and a furniture impairment of $ 0.2 million.

Refer to Note 9:

Goodwill and Intangible Assets for additional details on the impairment charges, valuation methodologies, and inputs used in the fair value measurements.

Commitments and Contingencies for additional details on the impairment charge, valuation methodology and inputs used in the fair value measurement.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RESTRICTED CASH, CASH EQUIVALENTS AND INVESTMENTS

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Total held-to-maturity investments $ 70,601 $ 579 $ ( 164 ) $ 71,016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 29, 2024

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Due after one year through five years 28,278 28,766

Due after five years through ten years 6,224 6,185

Due after ten years

Total held-to-maturity investments $ 70,601 $ 71,016

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We have no significant concentrations of counterparties in our held-to-maturity investment portfolio.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred compensation investments and company-owned life insurance policies

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(in thousands) 2025 2024 2023

Unrealized gains (losses) $ 4,940 $ 4,383 $ ( 5,841 )

Unrealized gains, net

$ 4,931 $ 4,940 $ 4,383

SUPPLEMENTAL BALANCE SHEET INFORMATION

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Assets held-for-sale

11,759 11,759

Other current assets 4,747 5,197

Prepaid expenses and other current assets $ 30,987 $ 31,786

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other current liabilities

(in thousands) December 29,

2024 December 31,

Contract liabilities

$ 1,723 $ 1,844

Liabilities held-for-sale

Other current liabilities

$ 6,975 $ 10,371

Assets and liabilities held-for-sale

During the fiscal year ended December 29, 2024, following an evaluation of our office space and business requirements, all criteria for classifying our Tacoma headquarters office building as held-for-sale were met, and we ceased recording depreciation expense.

Assets held-for-sale

As of December 28, 2025 and December 29, 2024, all criteria for classifying our Tacoma headquarters office building as held-for-sale were met.

Completion of the sale of the building is expected within a year from December 28, 2025.

The estimated fair value of the disposal group, less estimated costs to sell, exceeds its carrying value of $ 11.8 million, and therefore no impairment charge was recorded during the fiscal year ended December 29, 2024.

Assets and liabilities held-for-sale as of December 31, 2023 represented the amounts included as part of the disposal group related to the eventual divestiture of PeopleReady Canada, which was finalized during the fiscal first quarter of 2024.

Refer to Note 2:

Divestiture for additional details.

The estimated fair value of the disposal group, less costs to sell, continues to exceed its carrying value of $ 11.8 million, and therefore no impairment charge was recorded during the fiscal year ended December 28, 2025.

Property and equipment

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Less accumulated depreciation ( 206,401 ) ( 192,753 )

Less impairment charge (1)

Property and equipment, net $ 73,117 $ 89,602

(1) Refer to Note 9:

Commitments and Contingencies for further information on this impairment charge consisting of leasehold improvement impairment of $ 5.2 million and furniture impairment of $ 0.2 million related to the sublease of our Chicago support center.

Capitalized software costs, net of accumulated depreciation, were $ 67.2 million and $ 76.3 million as of December 28, 2025 and December 29, 2024, respectively, excluding amounts in construction in progress.

Construction in progress consists primarily of purchased and internally-developed software.

Depreciation expense for property and equipment, inclusive of depreciation included in cost of services, totaled $ 25.5 million, $ 20.6 million and $ 23.5 million for the fiscal years ended December 29, 2024, December 31, 2023 and December 25, 2022, respectively.

For the fiscal year ended December 29, 2024, depreciation expense of $ 0.9 million was included in cost of services.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation expense for property and equipment, inclusive of depreciation included in cost of services, totaled $ 26.3 million, $ 25.5 million and $ 20.6 million for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

For the fiscal years ended December 28, 2025 and December 29, 2024, depreciation expense of $ 4.0 million and $ 0.9 million was included in cost of services, respectively.

GOODWILL AND INTANGIBLE ASSETS

The following table reflects changes in the carrying amount of goodwill during the period by reportable segments:

(in thousands) PeopleReady PeopleScout PeopleManagement Total company

(in thousands) PeopleReady PeopleManagement PeopleSolutions

Total company

Balance at December 31, 2023

2 unchanged sentences

59,074 1,491 23,549 84,114

Goodwill reclassified as held-for-sale (1)

( 1,020 ) — — ( 1,020 )

Impairment charge ( 59,074 ) — — ( 59,074 )

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— 1,491 23,052 24,543

Impairment charge ( 59,074 ) — — ( 59,074 )

Acquired goodwill (1) — — 17,338 17,338

Foreign currency translation — — 615 615

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$ — $ 1,491 $ 41,005 $ 42,496

(1) Goodwill was allocated based on the relative fair value of PeopleReady Canada to the total PeopleReady reporting unit prior to being reclassified as held-for-sale.

(1) Effective January 31, 2025, we acquired Healthcare Staffing Professionals, Inc.

The goodwill associated with the acquisition has been assigned to the HSP reporting unit, and included within the PeopleSolutions reportable segment (previously known as PeopleScout) based on our purchase price allocation.

Refer to Note 2:

Divestiture for additional details.

Acquisition for additional details.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2025 impairments

Effective March 31, 2025 (the first day of our fiscal second quarter of 2025), we combined our PeopleScout RPO and PeopleScout MSP reporting units into one reporting unit, PeopleScout.

This change coincided with the elimination of PeopleScout MSP as an operating segment within the PeopleSolutions reportable segment (refer to Note 15:

Segment Information for additional details).

Immediately before the combination, we tested the PeopleScout RPO reporting unit, with a remaining goodwill balance of $ 22.4 million, and the PeopleScout MSP reporting unit, with a remaining goodwill balance of $ 0.8 million, for impairment.

The PeopleScout RPO reporting unit’s fair value was substantially in excess of its carrying value, and the PeopleScout MSP reporting unit’s fair value approximated its carrying value.

After combining the reporting units, the fair value of the PeopleScout reporting unit was substantially in excess of its carrying value.

As a result, no impairment charge was recognized.

We performed our annual impairment test as of the first day of our fiscal second quarter of 2025 for our reporting units with remaining goodwill:

Centerline, PeopleScout and HSP.

The fair value of each reporting unit was estimated using a weighting of the income and market valuation approaches.

The income approach applied a fair value methodology to each reporting unit based on discounted cash flows.

This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally-developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested.

The weighted average cost of capital used in our most recent impairment test ranged from 14.5 % to 16.5 %.

We also applied a market approach, which develops a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the forecasted future operating results of the reporting units.

The primary market multiples considered for the market approach are revenue and earnings before interest, taxes, depreciation and amortization.

The income and market approaches for each reporting unit were equally weighted in our most recent annual impairment test.

The combined fair values for all reporting units were then reconciled to our aggregate market value of our shares of common stock on the date of valuation, while considering a reasonable control premium.

We consider a reporting unit’s fair value to be substantially in excess of its carrying value at a 20 % premium or greater.

Based on our annual impairment test, all of our reporting units’ fair values were substantially in excess of their respective carrying values, except for HSP, for which the estimated fair value was in excess of its carrying value by approximately 5 %.

This level of headroom is expected, due to the short amount of time that has passed between the acquisition date, when the carrying value of the reporting unit approximated its fair value, and our annual impairment test as of the first day of our fiscal second quarter of 2025.

The goodwill balance for HSP as of December 28, 2025 was $ 17.3 million.

Any significant adverse change in our near- or long-term projections or macroeconomic conditions could result in future impairment charges.

We will continue to closely monitor the operational performance of this reporting unit.

Additionally, following performance of the annual impairment test we did not identify any events or conditions that make it more likely than not that an impairment may have occurred.

Accordingly, no impairment charge was recognized during the fiscal year ended December 28, 2025.

2024 impairments

Annual impairment test

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of each reporting unit was estimated using a weighting of the income and market valuation approaches.

The income approach applied a fair value methodology to each reporting unit based on discounted cash flows.

The weighted average cost of capital used in our most recent impairment test ranged from 13.5 % to 14.5 %.

The primary market multiples considered for the market approach are revenue and earnings before interest, taxes, depreciation, and amortization.

In our most recent impairment test, the market multiples were based on earnings before interest, taxes, depreciation, and amortization for Centerline and PeopleScout RPO, while market multiples based on revenue were used for PeopleReady.

The income and market approaches for each reporting unit were equally weighted in our most recent annual impairment test, except for PeopleScout MSP which relied only on the income approach.

The combined fair values for all reporting units were then reconciled to the aggregate market value of our shares of common stock on the date of valuation, while considering a reasonable control premium.

We consider a reporting unit’s fair value to be substantially in excess of its carrying value at a 20 % premium or greater.

Based on our most recent impairment test, all of our reporting units’ fair values were substantially in excess of their respective carrying values, except PeopleReady.

As a result of our May 2024 interim impairment test, we concluded that the carrying amount of the PeopleReady reporting unit exceeded its fair value.

Thus, we recorded a non-cash goodwill impairment charge of $ 59.1 million, representing the remaining goodwill balance for PeopleReady, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

The goodwill impairment was primarily driven by recent performance of the PeopleReady reporting unit and the temporary industrial staffing industry since our annual impairment testing date, as well as a delay in the projected timing of recovery.

Additionally, following performance of the annual impairment test, we did not identify any events or conditions that make it more likely than not that an additional impairment may have occurred.

Accordingly, no further impairment charges were recognized during the fiscal year ended December 29, 2024.

The goodwill impairment was primarily driven by the performance of the PeopleReady reporting unit and the temporary industrial staffing industry since our annual impairment testing date, as well as a delay in the projected timing of recovery.

The weighted average cost of capital used in the 2024 interim impairment test ranged from 13.5 % to 14.5 %.

2023 impairments

Annual impairment test

As a result of our 2023 annual impairment test, we concluded that the carrying amount of the PeopleScout MSP reporting unit exceeded its fair value and we recorded a non-cash goodwill impairment charge of $ 8.9 million, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

The PeopleScout MSP goodwill impairment was related to our revised internal revenue projections, which anticipated the 2023 declining trends would continue into future periods.

As a result of our 2023 annual impairment test, we concluded that the carrying amount of the former PeopleScout MSP reporting unit exceeded its fair value and we recorded a non-cash goodwill impairment charge of $ 8.9 million, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

The former PeopleScout MSP goodwill impairment was related to our revised internal revenue projections, which anticipated the 2023 declining trends would continue into future periods.

These projections were updated based on our then-current outlook and recent industry analysis, which indicated that our business would underperform due to a strategic lack of investment in technology within an increasingly competitive market.

The weighted average cost of capital used in the 2023 annual impairment test ranged from 13.0 % to 13.5 %.

The remaining goodwill balance for the PeopleScout MSP reporting unit was $ 0.8 million as of December 31, 2023.

There were no goodwill impairment charges recorded during fiscal 2022.

The remaining goodwill balance for our former PeopleScout MSP reporting unit was $ 0.8 million as of December 31, 2023.

Indefinite-lived intangible assets

We held indefinite-lived trade names/trademarks of $ 4.6 million and $ 4.8 million as of December 28, 2025 and December 29, 2024, respectively, related to businesses within our PeopleManagement and PeopleSolutions segments.

2025 impairments

As a result of our annual impairment test as of the first day of our fiscal second quarter of 2025, we concluded that the carrying amount of a trademark related to the PeopleManagement segment exceeded its estimated fair value and we recorded a non-cash impairment charge of $ 0.2 million, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 28, 2025.

The charge was primarily driven by an increase in the discount rate of 1.0% since our last impairment test.

The remaining balance for this trademark was $ 2.5 million as of December 28, 2025.

As of our annual impairment test, the fair value of the trademark related to the PeopleSolutions segment was in excess of its carrying amount of $ 2.1 million, and therefore did not result in an impairment.

Additionally, following performance of the annual impairment test, we did not identify any additional events or conditions that make it more likely than not an additional impairment may have occurred.

Accordingly, no further impairment charge was recognized during the fiscal year ended December 28, 2025.

2024 impairments

During the fiscal second quarter of 2024, we concluded that the carrying amount of a trademark related to the PeopleManagement segment exceeded its estimated fair value and recorded a non-cash impairment charge of $ 0.6 million, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

The charge was primarily driven by revenue performance of the related business given a decline in demand and overall economic uncertainty.

The remaining balance for this trademark was $ 2.7 million as of December 29, 2024.

As of our fiscal second quarter impairment test, the fair value of the trademark related to our former PeopleScout segment was substantially in excess of its carrying amount of $ 2.1 million, and therefore did not result in an impairment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets

2023 impairments

As a result of our 2023 annual impairment test, we concluded that the carrying amount of a trademark related to the PeopleManagement segment exceeded its estimated fair value and recorded a non-cash impairment charge of $ 0.6 million, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

The charge was primarily the result of an increase in the discount rate, as well as lower projected revenues given our then-current outlook.

The remaining balance for this trademark was $ 3.3 million as of December 31, 2023.

As of our 2023 annual impairment test, the fair value of the trademark related to our former PeopleScout segment was substantially in excess of its carrying amount of $ 2.1 million, and therefore did not result in an impairment.

Finite-lived intangible assets

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(1) Excludes assets that are fully amortized.

The gross carrying amounts as of December 28, 2025 include customer relationships and trade names/trademarks of $ 14.3 million and $ 0.7 million, respectively, related to the acquisition of Healthcare Staffing Professionals, Inc.

Refer to Note 2:

Acquisition for additional details.

Amortization expense of our finite-lived intangible assets was $ 2.6 million, $ 4.1 million and $ 5.2 million for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

4 unchanged sentences

We did not identify any events or conditions that make it more likely than not that an impairment of our finite-lived intangible assets may have occurred for the fiscal year ended December 28, 2025.

Indefinite-lived intangible assets

We held indefinite-lived trade names/trademarks of $ 4.8 million and $ 5.4 million as of December 29, 2024 and December 31, 2023, respectively, related to businesses within our PeopleScout and PeopleManagement segments.

2024 impairments

During the fiscal second quarter of 2024, we concluded that the carrying amount of a trade name/trademark related to the PeopleManagement segment exceeded its estimated fair value and recorded a non-cash impairment charge of $ 0.6 million, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

The charge was primarily driven by recent revenue performance of the related business given a decline in demand and overall economic uncertainty.

The remaining balance for this trade name/trademark was $ 2.7 million as of December 29, 2024.

As of our fiscal second quarter impairment test, the fair value of the trade name/trademark related to the PeopleScout segment was substantially in excess of its carrying amount of $ 2.1 million, and therefore did not result in an impairment.

Additionally, following performance of the annual impairment test, we did not identify any additional events or conditions that make it more likely than not that an additional impairment may have occurred.

Accordingly, no further impairment charges were recognized during the fiscal year ended December 29, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2023 impairments

As a result of our 2023 annual impairment test, we concluded that the carrying amount of a trade name/trademark related to the PeopleManagement segment exceeded its estimated fair value and recorded a non-cash impairment charge of $ 0.6 million, which was included in goodwill and intangible asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

The charge was primarily the result of an increase in the discount rate, as well as lower projected revenues given our then-current outlook.

The remaining balance for this trade name/trademark was $ 3.3 million as of December 31, 2023.

There were no intangible asset impairment charges recorded during fiscal 2022.

There were no finite-lived intangible asset impairment charges recorded during fiscal 2024 or 2023.

WORKERS' COMPENSATION INSURANCE AND RESERVES

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Treasury instruments available during the year in which the liability was incurred and the weighted average duration of the payments against the self-insured claims.

Payments made against self-insured claims are made over a weighted average period of approximately 5 years as of December 29, 2024.

Payments made against self-insured claims are made over a weighted average period of approximately 3 years as of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 28, 2025.

The weighted average discount rate was 3.1 % and 2.7 % at December 28, 2025 and December 29, 2024, respectively.

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Long-term portion $ 72,551 $ 105,063

(1) Amounts shown are net of discount related to claims above our self-insured limits (“excess claims”) of $ 24.7 million and $ 33.2 million for fiscal years ended December 29, 2024 and December 31, 2023, respectively.

(1) Amounts shown are net of discount related to claims above our self-insured limits (“excess claims”).

Payments made against self-insured claims were $ 45.3 million, $ 42.1 million and $ 45.0 million for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

2 unchanged sentences

Treasury instruments available during the year in which the liability was incurred and the weighted average duration of the payments against the excess claims.

The claim payments are made and the corresponding reimbursements from our insurance carriers are received over an estimated weighted average period of approximately 18 years.

The rates used to discount excess claims incurred during the fiscal years ended December 28, 2025 and December 29, 2024 were 3.9 % and 4.4 %, respectively.

The discounted workers’ compensation reserve for excess claims were $ 25.7 million and $ 38.6 million, as of December 28, 2025 and December 29, 2024, respectively.

The discounted receivables from insurance companies, net of valuation allowance, were $ 38.3 million and $ 53.8 million as of December 29, 2024 and December 31, 2023, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The discounted receivables from insurance companies, net of allowance for credit loss, were $ 25.7 million and $ 38.3 million as of December 28, 2025 and December 29, 2024, respectively.

The table below presents the estimated future payout of our discounted workers’ compensation claims reserve for the next five years and thereafter as of December 28, 2025:

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Workers’ compensation cost of $ 21.6 million, $ 7.4 million and $ 20.1 million was recorded in cost of services on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM DEBT

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Included in the Revolving Credit Facility is a $ 25.0 million sub-limit for “Swingline” loans and a $ 25.0 million sub-limit for letters of credit.

As of December 29, 2024, $ 7.6 million was drawn on the Revolving Credit Facility as a Swingline loan and $ 2.7 million was utilized by outstanding standby letters of credit, leaving $ 244.7 million unused under the Revolving Credit Facility, which is constrained by our most restrictive covenant making $ 118.5 million available for additional borrowing.

As of December 31, 2023, $ 6.2 million was utilized by outstanding standby letters of credit under our prior revolving credit agreement with Bank of America, N.A., Wells Fargo Bank, N.A., PNC Bank, N.A., KeyBank, N.A.

and HSBC Bank USA, N.A., which provided for a revolving line of credit of up to $300.0 million and included a $30.0 million sub-limit for “Swingline” loans and a $125.0 million sub-limit for letters of credit.

Under the terms of the Revolving Credit Facility, we have the option to borrow funds under the revolving line of credit as a Term Secured Overnight Financing Rate (“SOFR”) Loan, for a one-, three or six-month term, or as a Base Rate Loan, as defined in the Revolving Credit Facility.

On June 27, 2025, we entered into the first amendment to our credit agreement, which modified the definition of “Consolidated EBITDA” in our financial covenants to exclude certain workforce reduction and lease exit costs for a limited period, as well as certain other provisions of the Revolving Credit Facility.

As of December 28, 2025, $ 65.8 million was drawn on the Revolving Credit Facility, which included $ 40.0 million of one-month Term Secured Overnight Financing Rate (“SOFR”) Loans, a $ 5.0 million Base Rate Loan, and $ 20.8 million of Swingline loans.

An additional $ 11.4 million was utilized by outstanding standby letters of credit, leaving $ 177.8 million unused under the Revolving Credit Facility.

We are constrained by our most restrictive covenant, making $ 67.6 million available for additional borrowing.

As of December 29, 2024, $ 7.6 million was drawn on the Revolving Credit Facility as a Swingline loan and $ 2.7 million was utilized by outstanding standby letters of credit.

Under the terms of the Revolving Credit Facility, we have the option to borrow funds under the revolving line of credit as a Term SOFR Loan, for a one-, three- or six-month term, or as a Base Rate Loan, as defined in the Revolving Credit Facility.

Under a Term SOFR Loan, we are required to pay a variable rate of interest on funds borrowed based on the Term SOFR Screen Rate two days prior for the equivalent term, plus an adjustment of 0.10 %, plus an applicable spread between 1.75 % and 3.50 %.

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The applicable spread is determined by the consolidated leverage ratio, as defined in the Revolving Credit Facility.

As of December 28, 2025, the outstanding balance under Term SOFR loans carried an applicable spread on the base rate of 3.50 % and a weighted average base rate of 3.89 %, resulting in a weighted average interest rate of 7.39 %.

As of December 28, 2025, the outstanding balance under the Base Rate Loan carried an applicable spread of 2.50 % and the base rate was 6.75 %, resulting in an interest rate of 9.25 %.

Draws on our Revolving Credit Facility were primarily used to fund the acquisition of Healthcare Staffing Professionals, Inc.

and to support working capital requirements as revenue grew.

Under a Swingline loan, we are required to pay a variable rate of interest on funds borrowed based on the base rate plus applicable spread between 0.75 % and 2.50 %, as described above.

At December 29, 2024, the applicable spread on the base rate was 0.75 % and the base rate was 7.50 %, resulting in an interest rate of 8.25 %.

As of December 28, 2025, the applicable spread on the base rate was 2.50 % and the base rate was 6.75 %, resulting in an interest rate of 9.25 %.

A commitment fee between 0.35 % and 0.50 % is applied against the Revolving Credit Facility’s unused borrowing capacity, with the specific rate determined by the consolidated leverage ratio, as defined in the Revolving Credit Facility.

Letters of credit are priced at a margin between 1.50 % and 3.25 %, with the specific rate determined by the consolidated leverage ratio, plus a fronting fee of 0.25 %.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Obligations under the Revolving Credit Facility are guaranteed by TrueBlue and material U.S.

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As of December 28, 2025, our asset coverage ratio was 1.88 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial covenant, as defined in the Revolving Credit Facility, will replace the asset coverage ratio beginning the fiscal first quarter of 2026, or earlier at our discretion, subject to the terms of the agreement:

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As of December 28, 2025, we were in compliance with all effective covenants related to the Revolving Credit Facility.

Subsequent event

On January 30, 2026, we entered into a second amendment to our credit agreement (“Second Amendment”).

The Second Amendment reduces our line of credit from $ 255.0 million to $ 175.0 million, while retaining our option to increase the amount by $ 150.0 million, subject to lender approval, with no changes in Swingline sub-limits, letters of credit sub-limits, interest rate pricing or maturity date.

The Second Amendment converts the Revolving Credit Facility from a cash-flow based revolving credit facility to an asset-based lending facility by replacing the existing structure of a revolving commitment with availability subject to satisfaction of certain financial maintenance covenants to a revolving commitment with availability subject to a borrowing base and a minimum excess availability covenant.

The borrowing base is calculated as the sum of:

(i) 90 % of the value of Investment Grade Eligible Accounts (as defined in the Second Amendment), plus (ii) 85 % of the value of Non-Investment Grade Eligible Accounts (as defined in the Second Amendment), plus (iii) 80 % of the value of Eligible Unbilled Accounts (as defined in the Second Amendment), less specific availability reserves.

The minimum excess availability covenant may subsequently be replaced with a springing fixed charge coverage ratio covenant upon the satisfaction of meeting a minimum fixed charge coverage ratio test for two consecutive quarters occurring on or after September 27, 2026.

The fixed charge coverage ratio covenant will thereafter apply when Excess Availability (as defined in the Second Amendment) is below certain thresholds.

COMMITMENTS AND CONTINGENCIES

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Present value of lease liabilities

(1) Operating lease payments exclude approximately $ 0.2 million of legally binding minimum lease payments for leases signed but not yet commenced.

(1) Operating lease payments exclude $ 0.1 million of legally binding minimum lease payments for leases signed but not yet commenced.

(2) Amount necessary to reduce net minimum lease payments to present value calculated using our incremental borrowing rates, which are consistent with the lease terms at adoption date (for those leases in existence as of the adoption date of the new lease standard) or lease inception (for those leases entered into after the adoption date).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2025 impairment

Following the coronavirus pandemic, the company shifted to a remote or hybrid work model for our headquarters and U.S.-based support teams, reducing the need for corporate office space.

As a result, on October 6, 2025, we executed a sublease for our Chicago support center, which was approved by the landlord on October 28, 2025.

The sublessee is expected to take possession of the space on April 1, 2026, and the sublease will remain in effect for the duration of the original lease term, concluding on June 29, 2036.

Execution of the sublease required us to reevaluate the long-lived asset group for the Chicago support center and test the new asset group for recoverability and impairment during the fiscal fourth quarter of 2025.

The Chicago support center asset group consists of the operating lease right-of-use asset, and related property and equipment, including leasehold improvements and furniture.

We determined that the carrying value of the asset group, which was $ 23.5 million as of the measurement date, was not recoverable based on the undiscounted cash flows expected to result from the use and eventual disposition of the asset group.

Therefore, we performed an impairment analysis.

To perform this analysis, we estimated the fair value of the asset group using the income approach, specifically a discounted cash flow valuation technique.

The valuation incorporated the terms of our executed sublease, which were determined to reflect market-based terms, and a discount rate of 9.0 %.

As of the measurement date, we concluded that the carrying value of the asset group exceeded its estimated fair value and we recorded a non-cash impairment charge of $ 18.4 million, which was included in right-of-use and other long-lived asset impairment charge on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 28, 2025.

The impairment was allocated to the assets within the asset group using a pro-rata method based on relative carrying values, with $ 13.0 million allocated to operating lease right-of-use assets, net, and the remaining $ 5.4 million allocated to property and equipment, net, on our Consolidated Balance Sheets, which included leasehold improvement impairment of $ 5.2 million and furniture impairment of $ 0.2 million.

Sublease income will be recognized as a reduction to lease expense on a straight-line basis over the remaining lease term, as net presentation better reflects our true cost of leasing the underlying asset.

Initial direct costs, which consist of broker fees and tenant improvement allowances to be paid to the subtenant, will be recognized ratably as an offset to sublease income over the remaining term of the lease.

Cash payments for rent expense under the head lease, as well as cash received from sublease income, are classified as cash flows from operating activities on the Consolidated Statements of Cash Flows.

Purchase obligations

Purchase obligations include agreements to purchase goods and services in the ordinary course of business that are enforceable, legally binding and specify all significant terms.

Purchase obligations do not include agreements that are cancellable without significant penalty.

We had $ 41.3 million of purchase obligations as of December 29, 2024, of which $ 24.1 million are expected to be paid in 2025, $ 12.8 million in 2026, $ 2.3 million in 2027, $ 1.0 million in 2028, $ 1.0 million in 2029, and remaining $ 0.1 million thereafter.

Of the amounts expected to be paid in 2025, $6.4 million relates to non-cancellable third-party licensing fees for software we ceased using during 2024, and therefore were fully expensed in 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchase obligations do not include agreements that are cancellable without significant penalty, or have a remaining term of less than one year as of December 28, 2025.

We had $ 19.4 million of purchase obligations as of December 28, 2025, of which $ 11.6 million are expected to be paid in 2026, $ 4.3 million in 2027, $ 2.4 million in 2028, $ 1.0 million in 2029, and the remaining $ 0.1 million in 2030.

Legal contingencies and developments

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It remains possible that despite our current belief, material differences in actual outcomes or changes in management's evaluation or predictions could arise that could have a material effect on the company's financial condition, results of operations or cash flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SHAREHOLDERS' EQUITY

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Unvested restricted stock included in reportable shares outstanding was 12.8 thousand and 8.2 thousand shares as of December 28, 2025 and December 29, 2024, respectively.

On October 16, 2019, our Board authorized a $ 100.0 million addition to our share repurchase program for our outstanding common stock (“2019 authorization”).

On January 31, 2022, our Board authorized a $ 100.0 million addition to our share repurchase program for our outstanding common stock (“2022 authorization”).

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We may choose to purchase shares in the open market, from individual holders, through an accelerated share repurchase agreement or otherwise.

Under the 2019 authorization, we repurchased shares using the remaining $ 50.0 million during fiscal 2022.

The 2019 authorization was fully utilized as of April 2022.

Under the 2019 authorization, we repurchased and retired a total of 4.7 million shares of our common stock over three fiscal years, at an average share price of $ 21.09 .

Under the 2022 authorization, we repurchased shares, excluding excise tax, using $ 21.1 million, $ 33.9 million and $ 11.0 million during fiscal 2024, 2023, and 2022, respectively.

Under the 2022 authorization, we repurchased shares, excluding excise tax, using $ 21.1 million and $ 33.9 million during fiscal 2024 and 2023, respectively.

Prior to fiscal 2023, under the 2022 authorization, we used $ 11.0 million to repurchase shares, excluding excise tax.

There were no share repurchases during fiscal 2025.

The details of shares repurchased in the open market as part of the authorizations described above are as follows:

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(in millions)

2019 Authorization

2025 2024 2023

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$ 100.0 $ 33.5 — 1,967 1,877

1,967 1,877 2,234

Preferred stock

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We had no outstanding shares of preferred stock in any of the years presented.

Shareholder Rights Agreement

On May 14, 2025, our Board adopted a limited duration shareholder rights agreement (the “Rights Agreement”).

Pursuant to the Rights Agreement, TrueBlue issued, by means of a dividend, one preferred share purchase right (a “Right”) for each outstanding share of TrueBlue common stock to shareholders of record on May 28, 2025.

Initially, these Rights are not exercisable and will trade with, and be represented by, the shares of TrueBlue common stock.

If exercisable, each Right will entitle the registered holder to purchase from the company one one-hundredth of a share of Series A Junior Participating Preferred Stock (the “Series A Preferred”) of the company at a price of $ 30 per one one-hundredth of a share of Series A Preferred, subject to certain anti-dilution adjustments.

The Rights are not exercisable until the earlier of (a) ten days after a public announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 15 % (or 20 % in the case of a passive institutional investor) or more of TrueBlue common stock (including certain synthetic equity positions created by derivative securities, which are treated as beneficial ownership of the number of shares of TrueBlue common stock equivalent to the economic exposure created by the synthetic equity position, subject to certain specified conditions) (an “Acquiring Person”) or (b) ten business days (or a later date determined by our Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.

The Rights Agreement will expire on May 13, 2026, unless prior to such date shareholder approval has been obtained to extend the term of the Rights Agreement, or the Rights are earlier redeemed, exchanged or terminated by the company, as provided in the Rights Agreement.

The Rights Agreement is intended to reduce the likelihood that any entity, person or group is able to gain control of TrueBlue through open market accumulation without paying all shareholders an appropriate control premium or providing the Board with sufficient opportunity to make informed judgments and take actions that are in the best interests of all shareholders.

The Rights Agreement is not intended to interfere with any merger or other business combinations approved by the Board.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

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Summary of Significant Accounting Policies for more information on how we measure and recognize stock-based compensation expense.

Our 2016 Omnibus Incentive Plan (“Incentive Plan”), effective May 11, 2016, applies to directors, officers, employees and consultants of the Company and permits the granting of nonqualified and incentive stock options, restricted stock awards, performance share units (“PSUs”), restricted stock units and stock appreciation rights.

Our 2016 Omnibus Incentive Plan (“Incentive Plan”), effective May 11, 2016, applies to directors, officers, employees and consultants of the company and permits the granting of nonqualified and incentive stock options, restricted stock awards, performance share units (“PSUs”), restricted stock units (“RSUs”) and stock appreciation rights.

At the time of adoption, there were 1.5 million shares available for issuance.

Additional shares were authorized under the Incentive Plan of 1.8 million shares on May 9, 2018, 0.7 million shares on May 11, 2023, and 0.8 million shares on May 15, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additional shares were authorized under the Incentive Plan of 1.8 million shares on May 9, 2018, 0.7 million shares on May 11, 2023, 0.8 million shares on May 15, 2024, and 1.5 million shares on May 14, 2025.

Stock-based awards

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Stock-based awards granted to executive officers and key employees generally vest annually over three or four years .

Restricted stock units granted to members of our Board vest in the fourth quarter of the same fiscal year in which the shares are granted.

For fiscal 2025, RSUs granted to members of our Board vest on the one year anniversary of the grant date.

Prior to fiscal 2025, RSUs granted to members of our Board vested in the fourth quarter of the same fiscal year in which the shares were granted.

Receipt of the vested shares may be deferred until after a director leaves the Board.

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The grant-date fair value of PSUs that are contingent on rTSR is calculated using a Monte Carlo simulation.

The following assumptions were used in estimating this fair value of these awards granted in 2024:

The following assumptions were used in estimating this fair value of these awards granted in fiscal 2025:

Risk-free interest rate (1)

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Non-vested at beginning of period 2,008 $ 15.29

1,220 $ 11.19

Vested ( 461 ) $ 16.13

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The total fair value of stock-based awards that vested during fiscal 2025, 2024 and 2023 was $ 3.1 million, $ 5.7 million and $ 12.2 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Employee Stock Purchase Plan

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The requisite service period begins on the enrollment date and ends on the purchase date, the duration of which is one month .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes transactions under our ESPP:

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Restricted Cash, Cash Equivalents and Investments for additional details on deferred compensation assets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and foreign components of loss before tax expense (benefit) was as follows:

(in thousands) 2025 2024 2023

$ ( 51,101 ) $ ( 97,733 ) $ ( 27,773 )

Foreign 5,470 9,209 7,128

Loss before tax expense (benefit)

$ ( 45,631 ) $ ( 88,524 ) $ ( 20,645 )

The provision for income taxes is comprised of the following:

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Total deferred taxes ( 649 ) 34,062 ( 10,200 )

Provision for income taxes $ 37,224 $ ( 6,472 ) $ 11,143

Income tax expense (benefit):

Federal ( 52 ) 28,634 ( 7,780 )

State 378 6,536 ( 801 )

Foreign 2,003 2,054 2,109

Total income tax expense (benefit)

$ 2,329 $ 37,224 $ ( 6,472 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss.

For example, the impact of discrete items, tax credits, and non-deductible expenses on our effective tax rate is greater when our pre-tax income or loss is lower.

For example, the impact of discrete items, tax credits, non-deductible expenses and valuation allowance on our effective tax rate can be greater when our pre-tax income or loss is lower.

The items accounting for the difference between income taxes computed at the statutory federal income tax rate and income taxes reported on the Consolidated Statements of Operations and Comprehensive Income (Loss) are as follows:

(in thousands, except percentages) 2025 % 2024 % 2023 %

Income tax expense (benefit) based on statutory rate $ ( 18,590 ) 21.0 % $ ( 4,335 ) 21.0 % $ 15,417 21.0 %

Increase (decrease) resulting from:

State income taxes, net of federal benefit 591 ( 0.7 ) ( 1,384 ) 6.7 3,008 4.1

Hiring tax credits, net ( 4,123 ) 4.7 ( 4,997 ) 24.2 ( 7,911 ) ( 10.8 )

Valuation allowance

Income tax expense (benefit) based on U.S.

federal statutory rate

$ ( 9,583 ) 21.0 % $ ( 18,590 ) 21.0 % $ ( 4,335 ) 21.0 %

Uncertain tax positions ( 99 ) 0.1 ( 206 ) 1.0 ( 1,336 ) ( 1.8 )

Non-deductible goodwill impairment charge — — 2,287 ( 11.1 ) — —

Non-deductible and non-taxable items

Increase (decrease) resulting from:

State and local tax effects

State and local income taxes, net of federal income tax effect (1) 550 ( 1.2 ) 1,341 ( 1.5 ) ( 1,258 ) 6.1

Foreign tax effects

Foreign withholdings 81 ( 0.2 ) 87 ( 0.1 ) 257 ( 1.2 )

Other 155 ( 0.3 ) ( 200 ) 0.2 ( 71 ) 0.4

Statutory tax rate difference between India and U.S.

356 ( 0.8 ) 384 ( 0.4 ) 579 ( 2.8 )

Foreign taxes 446 ( 0.5 ) 587 ( 2.9 ) 654 0.9

Other, net 1,543 ( 1.7 ) 398 ( 1.9 ) ( 66 ) ( 0.1 )

Total income tax expense (benefit)

India tax holiday ( 324 ) 0.7 ( 406 ) 0.5 ( 423 ) 2.0

Other 123 ( 0.3 ) 1 — 4 —

Other foreign jurisdictions 463 ( 0.9 ) 254 ( 0.2 ) 249 ( 1.2 )

Hiring tax credits ( 2,700 ) 5.9 ( 5,376 ) 6.1 ( 6,325 ) 30.6

Foreign tax credits ( 478 ) 1.0 — — — —

Change in valuation allowance 12,704 ( 27.8 ) 57,626 ( 65.1 ) ( 58 ) 0.3

Nontaxable or non-deductible items

Executive compensation 206 ( 0.5 ) 865 ( 1.0 ) 2,036 ( 9.9 )

Goodwill and intangible asset impairment charge — — — — 2,287 ( 11.1 )

Wages on hiring tax credits 567 ( 1.2 ) 1,129 ( 1.3 ) 1,328 ( 6.4 )

Company-owned life insurance ( 1,035 ) 2.3 ( 1,037 ) 1.2 ( 1,205 ) 5.8

Meals & entertainment 131 ( 0.3 ) 133 ( 0.2 ) 219 ( 1.1 )

Stock-based compensation 1,038 ( 2.3 ) 899 ( 1.0 ) 724 ( 3.5 )

Other 109 ( 0.3 ) 95 ( 0.1 ) 97 ( 0.5 )

Change in unrecognized tax benefits ( 136 ) 0.3 ( 99 ) 0.1 ( 206 ) 1.0

Other adjustments 102 ( 0.2 ) 118 ( 0.2 ) ( 371 ) 1.8

Total income tax expense (benefit) and effective tax rate

$ 2,329 ( 5.1 ) % $ 37,224 ( 42.0 ) % $ ( 6,472 ) 31.3 %

(1) State taxes in the following states make up the majority (greater than 50%) of the tax expense (benefit) for the years presented:

2025 - Georgia, Maryland, Oregon, Tennessee and Texas

2024 - Georgia, Maryland, Oregon, Tennessee and Texas

2023 - California, Georgia, Indiana, Louisiana, Maryland, Mississippi, New York, Pennsylvania, South Carolina, Tennessee and Texas

Our effective tax rate for fiscal 2025 was ( 5.1 )%.

The difference between the statutory federal income tax rate of 21.0 % and our effective income tax rate was primarily due to the valuation allowance against our U.S.

federal and state deferred tax assets.

federal and state and certain foreign deferred tax assets.

Of the total goodwill and intangible asset impairment charge of $ 9.5 million recorded during fiscal 2023, $ 8.9 million (tax effect of $ 2.3 million) related to goodwill from a stock acquisition, and accordingly was not deductible for tax purposes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

We have completed our evaluation of the impact of the OBBBA on our financial statements and the impact was immaterial.

The Organization for Economic Co-operation and Development (the ”OECD”) has introduced a framework to implement a global minimum corporate tax of 15%, referred to as “Pillar Two.” In January 2026, the OECD issued additional guidance, including a safe harbor framework for certain U.S.-parented groups.

We have determined that “Pillar Two” did not have a material impact on our financial statements.

The federal Work Opportunity Tax Credit (“WOTC”), our primary hiring tax credit, is designed to encourage employers to hire workers from certain targeted groups with higher than average unemployment rates.

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Congress has approved the WOTC program through the end of 2025.

and foreign components of income (loss) before tax expense (benefit) was as follows:

(in thousands) 2024 2023 2022

$ ( 97,733 ) $ ( 27,773 ) $ 56,964

Foreign 9,209 7,128 16,452

Income (loss) before tax expense (benefit) $ ( 88,524 ) $ ( 20,645 ) $ 73,416

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of deferred tax assets and liabilities were as follows:

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Our valuation allowance relates to certain deferred tax balances that we expect will not be utilized within the permitted carryforward periods as of December 28, 2025 and December 29, 2024.

Based on our deferred tax asset realizability assessments performed during the fiscal year ended December 29, 2024, we recorded a valuation allowance against U.S.

Based on our deferred tax asset realizability assessments performed during the fiscal year ended December 28, 2025, we maintained a valuation allowance against U.S.

federal, state and certain foreign deferred tax assets.

Our conclusion was driven by U.S.

and foreign pre-tax losses beginning in 2023 and continuing into 2024, combined with the significant non-cash goodwill impairment charge of $ 59.1 million recorded during the fiscal year ended December 29, 2024.

and certain foreign pre-tax losses beginning in 2023 and continuing into 2025, combined with the non-cash goodwill impairment charge of $ 59.1 million recorded during the fiscal year ended December 29, 2024.

Changes to deferred taxes related to foreign currency translation were immaterial for fiscal 2025, 2024 and 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes our credit carryforwards and net operating losses (“NOLs”) along with their respective valuation allowance as of December 28, 2025:

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Federal WOTCs $ 24,355 $ ( 24,355 ) $ — 2042

State NOLs 4,842 ( 4,842 ) — Various

Federal NOLs 22,034 ( 22,034 ) — Indefinite

State NOLs 7,343 ( 7,343 ) — Various

Foreign Tax Credits 478 ( 478 ) — 2031

Foreign NOLs 112 ( 112 ) — Indefinite

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Total $ 54,627 $ ( 54,322 ) $ 305

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The activity related to the income tax valuation allowance was as follows:

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Ending balance $ 80,316 $ 64,488 $ 834

The following table summarizes the activity related to our unrecognized tax benefits:

(in thousands) 2024 2023 2022

Beginning balance $ 592 $ 830 $ 1,881

Increases for tax positions related to the current year 58 124 53

Decreases for tax positions related to prior years — — —

Reductions due to lapsed statute of limitations ( 181 ) ( 362 ) ( 1,104 )

Ending balance $ 469 $ 592 $ 830

As of December 28, 2025, our liability for unrecognized tax benefits was $ 0.3 million.

If recognized, $ 0.4 million would impact our effective tax rate.

We do not believe the amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the fiscal year ended December 29, 2024.

If recognized, $ 0.2 million could impact our effective tax rate.

In general, the tax years 2022 through 2024 remain open to examination by the major taxing jurisdictions where we conduct business.

Interest and penalties accrued related to the unrecognized tax benefits noted above were immaterial as of December 29, 2024.

Interest and penalties accrued related to unrecognized tax benefits were immaterial as of December 28, 2025.

Income taxes paid, net of refunds received, disaggregated by jurisdiction were as follows:

(in thousands)

2025 2024 2023

$ ( 6,617 ) $ ( 25 ) $ —

( 204 ) 139 1,181

1,974 97 3,990

Total taxes paid, net of refunds received

$ ( 4,847 ) $ 211 $ 5,171

Income taxes paid, net of refunds received, exceeded 5% of total income taxes paid, net of refunds received, for the following individual jurisdictions:

(in thousands)

2025 2024 2023

California $ ( 574 ) $ ( 287 ) $ 328

$ ( 561 ) $ 1,376

India $ 361 $ ( 946 ) $ 1,074

United Kingdom $ 1,275 $ 1,736 $ 1,561

Netherlands *

*Indicates the jurisdiction is immaterial for the period presented.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NET INCOME (LOSS) PER SHARE

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(in thousands, except per share data) 2025 2024 2023

Net income (loss) $ ( 125,748 ) $ ( 14,173 ) $ 62,273

Weighted average number of common shares used in basic net income (loss) per common share 30,177 31,317 32,889

$ ( 47,960 ) $ ( 125,748 ) $ ( 14,173 )

Weighted average number of common shares used in basic net loss per common share

29,849 30,177 31,317

Dilutive effect of non-vested stock-based awards — — —

Weighted average number of common shares used in diluted net income (loss) per common share 30,177 31,317 33,447

Net income (loss) per common share:

Weighted average number of common shares used in diluted net loss per common share

29,849 30,177 31,317

Net loss per common share:

Basic $ ( 1.61 ) $ ( 4.17 ) $ ( 0.45 )

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Anti-dilutive shares 1,763 1,406 1,343

As we reported a loss for the fiscal years ended December 29, 2024 and December 31, 2023, all potentially dilutive securities were antidilutive and accordingly, basic net loss per share and diluted net loss per share were equal.

As we reported a loss for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, all potentially dilutive securities were antidilutive and accordingly, basic net loss per share and diluted net loss per share were equal.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT INFORMATION

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PeopleReady provides on-demand and skilled labor in a broad range of industries that include construction, transportation, manufacturing, retail, hospitality and energy.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our PeopleScout reportable segment provides high-volume, permanent employee recruitment process outsourcing, employer branding services and management of outsourced labor service providers through the following operating segments, which we have aggregated into one reportable segment in accordance with U.S.

• PeopleScout RPO :

Outsourced recruitment of permanent employees on behalf of clients and employer branding services;

• PeopleScout MSP :

Management of multiple third-party staffing vendors on behalf of clients.

Our PeopleManagement reportable segment provides contingent labor and outsourced industrial workforce solutions, primarily on-site at the client’s facility, through the following operating segments, which we have aggregated into one reportable segment in accordance with U.S.

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Recruitment and management of contingent and dedicated commercial drivers to the transportation and distribution industries.

Our PeopleSolutions reportable segment provides professional and specialized talent acquisition solutions, as well as workforce management and compliance services.

During the fiscal first quarter of 2025, as a result of the Healthcare Staffing Professionals, Inc.

acquisition, we renamed our historical ‘PeopleScout’ reportable segment to ‘PeopleSolutions’.

During the fiscal second quarter of 2025, we eliminated PeopleScout MSP as an operating segment for segment reporting purposes, as our chief operating decision-maker (“CODM”) no longer regularly reviews the operating results of PeopleScout MSP, consistent with our strategy to simplify our operational structure.

The following tables present our revenue from services by segment, with a reconciliation to total company revenue.

Also, the tables present significant segment expense categories regularly provided to the CODM and included in the calculation of segment profit.

The tables also present significant segment expense categories regularly provided to the CODM and included in the calculation of segment profit.

Refer to Note 1:

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Cost of services and SG&A expense for the individual segments, as presented in the tables below, exclude certain costs and benefits that are also excluded from the calculation of segment profit.

Lastly, the tables include a reconciliation of segment profit to income (loss) before tax expense (benefit).

Lastly, the tables include a reconciliation of segment profit to loss before tax expense (benefit).

(in thousands) PeopleReady

PeopleManagement

PeopleSolutions

Total company

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Amortization of software as a service assets ( 4,394 )

Acquisition/integration costs ( 932 )

Goodwill and intangible asset impairment charge ( 200 )

PeopleReady technology upgrade costs ( 8,807 )

Right-of-use and other long-lived asset impairment charge

COVID-19 government subsidies, net of fees

Workforce reduction costs

Other costs, net

Depreciation and amortization (inclusive of depreciation included in cost of services)

Income (loss) from operations ( 92,775 )

Loss from operations ( 46,634 )

Interest and other income (expense), net 1,003

Income (loss) before tax expense (benefit) $ ( 88,524 )

Loss before tax expense (benefit) $ ( 45,631 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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PeopleManagement

PeopleSolutions

Total company

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PeopleReady technology upgrade costs ( 8,807 )

Executive leadership transition costs ( 5,788 )

COVID-19 government subsidies, net of fees

Workforce reduction costs

Other costs, net

Depreciation and amortization ( 25,821 )

Income (loss) from operations ( 23,850 )

Depreciation and amortization (inclusive of depreciation included in cost of services)

Loss from operations ( 92,775 )

Interest and other income (expense), net 4,251

Income (loss) before tax expense (benefit) $ ( 20,645 )

Loss before tax expense (benefit) $ ( 88,524 )

(in thousands) PeopleReady

PeopleManagement

PeopleSolutions

Total Company

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Amortization of software as a service assets ( 4,117 )

Goodwill and intangible asset impairment charge ( 9,485 )

PeopleReady technology upgrade costs ( 1,342 )

Executive leadership transition costs ( 5,788 )

COVID-19 government subsidies, net of fees

Workforce reduction costs

Other costs, net

Depreciation and amortization ( 25,821 )

Income (loss) from operations 72,185

Loss from operations ( 23,850 )

Interest and other income (expense), net 3,205

Income (loss) before tax expense (benefit) $ 73,416

Loss before tax expense (benefit) $ ( 20,645 )

Asset information by reportable segment is not presented since we do not manage our segments on a balance sheet basis.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Domestic and international revenue

Our international operations are primarily in Canada, the United Kingdom, and Australia.

Our international operations are primarily in the United Kingdom, India, Canada and Australia.

Revenue by region was as follows:

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Client concentration for our reportable segments was as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• No single client represented 10.0% or more of our PeopleReady reportable segment revenue for fiscal 2025, 2024, or 2023.

• No single client represented 10.0% or more of our PeopleScout reportable segment revenue for fiscal 2024.

One client represented 11.8 % and 13.1 % of our PeopleScout reportable segment revenue for fiscal 2023 and 2022, respectively.

• One client represented 11.4 %, 12.3 % and 10.6 % of our PeopleManagement reportable segment revenue for fiscal 2024, 2023 and 2022, respectively.

Property and equipment located in international operations was approximately 3.2 % and 3.5 % of total property and equipment, net as of December 29, 2024 and December 31, 2023, respectively.

SUBSEQUENT EVENTS

Effective January 31, 2025 , we acquired all of the outstanding equity interests of Healthcare Staffing Professionals, Inc.

(“HSP”) for a preliminary cash purchase price of $ 42.0 million, subject to adjustment based on HSP’s final closing working capital balance.

HSP is a long-term temporary and permanent staffing solutions provider primarily focused on health care positions including nursing, allied health, behavioral health, and various research, IT and administrative roles.

With operations across the country, HSP specializes in serving state and local government entities with a focus on public health departments and agencies, correctional institutions, and education systems.

This acquisition advances our strategic priority to expand in health care, and combines HSP’s health care staffing expertise with our sales network, technology and recruitment functions.

To help fund the acquisition, we borrowed $ 35.0 million under the Revolving Credit Facility as a Term SOFR loan.

As part of the share purchase agreement, certain HSP employees can earn up to an additional $ 14.0 million based on the financial performance of the business over the next two years .

We incurred acquisition costs of $ 0.6 million, which are included in SG&A expense on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 29, 2024.

We are currently evaluating the accounting for this transaction and expect to complete our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of our fiscal first quarter of 2025.

• No single client represented 10.0% or more of our PeopleManagement reportable segment revenue for fiscal 2025.

One client represented 11.4 % and 12.3 % of our PeopleManagement reportable segment revenue for 2024 and 2023, respectively.

• One client represented 17.3 % and 11.8 % of our PeopleSolutions reportable segment revenue for fiscal 2025 and 2023, respectively.

No single client represented 10.0% or more of our PeopleSolutions reportable segment revenue for fiscal 2024.

Domestic and international long-lived assets

A summary of long-lived assets information by region as of December 28, 2025 and December 29, 2024 was as follows:

(in thousands, except percentages) 2025 % 2024 %

United States $ 96,595 90.1 % $ 127,231 92.9 %

International operations 10,567 9.9 9,705 7.1

Total long-lived assets

$ 107,162 100.0 % $ 136,936 100.0 %

Long-lived assets consist of property and equipment, net and operating lease right-of-use assets, net.

No single foreign country’s long-lived assets represented more than 10% of the consolidated long-lived assets of the company as of December 28, 2025 or December 29, 2024.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data