Resources Connection (RGP) risk factors, FY2026 10-K

Risks Related to the Business Environment

1. 01An economic downturn or deterioration of general macroeconomic conditions could continue to adversely affect our global operations and financial condition
2. 02The market for professional services is highly competitive, and if we are unable to compete effectively against our competitors, our business and operating results could be adversely affected
3. 03based staffing firms; and the in-house or former in-house resources of our clients. The competition is likely to increase in the future due to the expected growth of the market and the relatively few barriers to entry
4. 04Events affecting financial institutions could adversely affect our and our clients’ liquidity and financial performance23% rewritten

Risks Related to Human Capital Resources

1. 05We must provide our clients with highly qualified and experienced consultants, and the loss of a significant number of our consultants, or an inability to attract and retain new consultants, could adversely affect our business and operating results
2. 06Our business could suffer if we lose the services of one or more key members of our senior management or key sales professionals
3. 07Significant increases in wages or payroll-related costs could have a material adverse effect on our financial results
4. 08We may be unable to adequately meet the needs of our clients with our consultants, which can harm our reputation, affect our ability to win new business and have a material adverse effect on our financial resultsNew

Risks Related to Our Business Operations and Initiatives

1. 09Our business depends upon our ability to secure new projects from clients and renew expired contracts, and we could be adversely affected if we fail to do so
2. 10Our financial results could suffer if we are unable to achieve or maintain a suitable pay/bill ratio
3. 11We derive significant revenue and profits from contracts awarded through a competitive bidding process, which can impose substantial costs on us, and we will lose revenue and profits if we fail to compete effectively
4. 12Our contracts may contain provisions that are unfavorable to us and permit our clients to, among other things, terminate our contracts partially or completely at any time prior to completion
5. 13We may be unable to realize the level of the anticipated benefits that we expect from our transformation and restructuring initiatives, which may adversely impact our business and results of operations39% rewritten
6. 14Our digital expansion and technology transformation efforts may not be successful, which could adversely impact our growth and profitability
7. 15We may not be able to build an efficient support structure as our business continues to grow and transform28% rewritten
8. 16We may not be able to grow our business, manage our growth or sustain our current business
9. 17Our ability to serve clients internationally is integral to our strategy and our international activities expose us to additional operational challenges we might not otherwise face
10. 18We have acquired, and may continue to acquire, companies, and these acquisitions could disrupt our business
11. 19We may be unable to adequately protect our intellectual property rights, including our brand name72% rewritten

Risks Related to AI, Information Technology, Cybersecurity and Data Protection

1. 20Our computer hardware and software and telecommunications systems are susceptible to damage, breach or interruption
2. 21We use and expect to expand our use of AI and machine learning in our business and challenges with properly managing the development and use of these technologies could result in harm to our reputation, business or clients, legal liability and adversely affect our results of operations41% rewritten

Legal and Regulatory Risks

1. 22Failure to comply with data privacy laws and regulations could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences
2. 23We may be legally liable for damages resulting from the actions of our employees, the performance of projects by our consultants or for our clients’ mistreatment of our personnel
3. 24Changes in applicable tax laws or adverse results in tax audits or interpretations could have a material adverse effect on our business and operating results
4. 25Reclassification of our independent contractors by foreign tax or regulatory authorities could have an adverse effect on our business model and/or could require us to pay significant retroactive wages, taxes and penalties
5. 26The exclusive forum provisions in our Amended and Restated Bylaws could limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees

Risks Related to Our Corporate and Capital Structure

1. 27It may be difficult for a third party to acquire us, and this could depress our stock price
2. 28The terms of our credit facility impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions72% rewritten
3. 29The 2026 Credit Facility bears a variable rate of interest that is based on the Secured Overnight Financing Rate (“SOFR”) which may have consequences for us that cannot be reasonably predicted and may adversely affect our liquidity, financial condition, and earnings89% rewritten
4. 30We could be negatively affected as a result of activist shareholders
5. 31We may be unable to or elect not to pay our quarterly dividend payment