SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~June~~September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM to .

Commission File Number 1-10427

ROBERT HALF INC.

(Exact name of registrant as specified in its charter)


Delaware		94-1648752
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2884 Sand Hill Road
Suite 200
Menlo Park,	California	94025
(Address of principal executive offices)		(zip-code)

Registrant’s telephone number, including area code: (650) 234-6000


Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	RHI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of ~~July~~September 3130, 2025:

101,~~738~~186,~~660~~391 shares of $0.001 par value Common Stock

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(in thousands, except share amounts)

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
ASSETS
Cash and cash equivalents	$	~~380~~365,~~547~~289	$	537,583
Accounts receivable, net	~~826~~838,~~872~~002		772,285
Employee deferred compensation trust assets	~~716~~761,~~782~~161		673,240
Other current assets	~~153~~151,~~720~~354		146,314
Total current assets	2,~~077~~115,~~921~~806		2,129,422
Property and equipment, net	129,~~870~~317		119,564
Right-of-use assets	~~202~~199,~~869~~297		198,384
Goodwill	251,~~151~~266		237,180
Noncurrent deferred income taxes	~~156~~131,~~542~~524		158,120
Other noncurrent assets	1319,~~843~~168		11,735
Total assets	$	2,~~832~~846,~~196~~378	$	2,854,405
LIABILITIES
Accounts payable and accrued expenses	$	~~149~~151,~~758~~447	$	166,955
Accrued payroll and benefit costs	~~396~~390,~~564~~253		372,785
Employee deferred compensation plan obligations	~~699~~751,~~951~~304		678,403
Income taxes payable	72,~~078~~178		2,977
Current operating lease liabilities	69,~~275~~743		64,619
Total current liabilities	1,~~322~~364,~~626~~925		1,285,739
Noncurrent operating lease liabilities	~~174~~171,~~374~~037		168,900
Other noncurrent liabilities	2324,~~278~~324		21,763
Total liabilities	1,~~520~~560,~~278~~286		1,476,402
Commitments and Contingencies (Note K)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; authorized 5,000,000 shares; none issued	—		—
Common stock, $0.001 par value; authorized 260,000,000 shares; issued and outstanding 101,738,661 shares and 102,199,470 shares	102		102
Common stock, $0.001 par value; authorized 260,000,000 shares; issued and outstanding 101,161,069 shares and 102,199,470 shares	101		102
Additional paid-in capital	1,~~341~~318,~~843~~564		1,418,150
Accumulated other comprehensive loss	(3032,~~027~~573)		(65,138)
Retained earnings	—		24,889
Total stockholders’ equity	1,~~311~~286,~~918~~092		1,378,003
Total liabilities and stockholders’ equity	$	2,~~832~~846,~~196~~378	$	2,854,405

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Service revenues

1,~~369~~354,~~743~~477

1,~~472~~465,~~524~~004

24,~~721~~076,~~650~~127

24,~~948~~413,~~461~~465

Costs of services

~~860~~850,~~269~~246

~~895~~893,~~845~~348

12,~~713~~563,~~131~~377

12,~~808~~702,~~985~~333

Gross margin

~~509~~504,~~474~~231

~~576~~571,~~679~~656

1,~~008~~512,~~519~~750

1,~~139~~711,~~476~~132

Selling, general and administrative expenses

~~507~~490,~~934~~643

~~501~~511,~~136~~091

~~968~~1,~~097~~458,740

1,~~023~~534,~~035~~126

Operating income

113,~~540~~588

7560,~~543~~565

4054,~~422~~010

~~116~~177,~~441~~006

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Note A)

(5747,~~654~~621)

(1529,~~733~~230)

(3785,~~483~~104)

(5988,~~109~~339)

Interest income, net

(2,~~239~~510)

(5,~~186~~391)

(58,~~811~~321)

(1116,~~599~~990)

Income before income taxes

6163,~~433~~719

9695,~~462~~186

83147,~~716~~435

~~187~~282,~~149~~335

Provision for income taxes

20,~~465~~803

2829,~~306~~735

2546,~~398~~201

5585,~~292~~027

Net income

4042,~~968~~916

6865,~~156~~451

58101,~~318~~234

~~131~~197,~~857~~308

Net income per share:

Basic

0.4143

0.6664

01.5801

1.2791

Diluted

0.4143

0.6664

01.5801

1.2791

Weighted average shares:

Basic

~~100~~99,~~410~~897

~~103~~102,~~151~~175

100,~~537~~321

103,~~469~~034

Diluted

100,~~539~~041

~~103~~102,~~328~~393

100,~~776~~529

103,~~864~~371

Dividends declared per share

0.59

0.53

1.1877

1.0659

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

COMPREHENSIVE INCOME (LOSS):

Net income

4042,~~968~~916

6865,~~156~~451

58101,~~318~~234

~~131~~197,~~857~~308

Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax

23(2,~~597~~589)

(617,~~628)~~087

3532,~~030~~441

(~~18,050~~963)

Foreign defined benefit plan adjustments, net of tax

4243

81124

85128

Total other comprehensive income (loss)

23(2,~~639~~546)

(617,~~586)~~130

3532,~~111~~565

(~~17,965~~835)

Total comprehensive income (loss)

6440,~~607~~370

6182,~~570~~581

93133,~~429~~799

~~113~~196,~~892~~473

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)

	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Par Value
Balance at December 31, 2024	102,199	$	102	$	1,418,150	$	(65,138)	$	24,889	$	1,378,003
Net income	—	—		—		—		17,350		17,350
Other comprehensive income (loss)	—	—		—		11,472		—		11,472
Dividends declared ($0.59 per share)	—	—		(60,163)		—		—		(60,163)
Net issuances of restricted stock	823	1		(1)		—		—		—
Stock-based compensation	—	—		16,705		—		—		16,705
Repurchases of common stock	(858)	(1)		(7,905)		—		(42,239)		(50,145)
Balance at March 31, 2025	102,164	$	102	$	1,366,786	$	(53,666)	$	—	$	1,313,222
Net income	—	—		—		—		40,968		40,968
Other comprehensive income (loss)	—	—		—		23,639		—		23,639
Dividends declared ($0.59 per share)	—	—		(39,473)		—		(20,811)		(60,284)
Net issuances of restricted stock	36	—		—		—		—		—
Stock-based compensation	—	—		14,530		—		—		14,530
Repurchases of common stock	(461)	—		—		—		(20,157)		(20,157)
Balance at June 30, 2025	101,739	$	102	$	1,341,843	$	(30,027)	$	—	$	1,311,918
Net income	—	—		—		—		42,916		42,916
Other comprehensive income (loss)	—	—		—		(2,546)		—		(2,546)
Dividends declared ($0.59 per share)	—	—		(37,197)		—		(22,676)		(59,873)
Net issuances of restricted stock	(3)	—		—		—		—		—
Stock-based compensation	—	—		13,918		—		—		13,918
Repurchases of common stock	(575)	(1)		—		—		(20,240)		(20,241)
Balance at September 30, 2025	101,161	$	101	$	1,318,564	$	(32,573)	$	—	$	1,286,092

	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Par Value
Balance at December 31, 2023	105,209	$	105	$	1,354,703	$	(32,626)	$	266,169	$	1,588,351
Net income	—	—		—		—		63,701		63,701
Other comprehensive income (loss)	—	—		—		(11,379)		—		(11,379)
Dividends declared ($0.53 per share)	—	—		—		—		(56,382)		(56,382)
Net issuances of restricted stock	751	1		(1)		—		—		—
Stock-based compensation	—	—		16,777		—		—		16,777
Repurchases of common stock	(1,028)	(1)		—		—		(81,822)		(81,823)
Balance at March 31, 2024	104,932	$	105	$	1,371,479	$	(44,005)	$	191,666	$	1,519,245
Net income	—	—		—		—		68,156		68,156
Other comprehensive income (loss)	—	—		—		(6,586)		—		(6,586)
Dividends declared ($0.53 per share)	—	—		—		—		(55,407)		(55,407)
Net issuances of restricted stock	27	—		—		—		—		—
Stock-based compensation	—	—		15,631		—		—		15,631
Repurchases of common stock	(903)	(1)		—		—		(60,883)		(60,884)
Balance at June 30, 2024	104,056	$	104	$	1,387,110	$	(50,591)	$	143,532	$	1,480,155

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Par Value
Balance at December 31, 2023	105,209	$	105	$	1,354,703	$	(32,626)	$	266,169	$	1,588,351
Net income	—	—		—		—		63,701		63,701
Other comprehensive income (loss)	—	—		—		(11,379)		—		(11,379)
Dividends declared ($0.53 per share)	—	—		—		—		(56,382)		(56,382)
Net issuances of restricted stock	751	1		(1)		—		—		—
Stock-based compensation	—	—		16,777		—		—		16,777
Repurchases of common stock	(1,028)	(1)		—		—		(81,822)		(81,823)
Balance at March 31, 2024	104,932	$	105	$	1,371,479	$	(44,005)	$	191,666	$	1,519,245

Net income	—	—		—		—		68,156		68,156
Other comprehensive income (loss)	—	—		—		(6,586)		—		(6,586)
Dividends declared ($0.53 per share)	—	—		—		—		(55,407)		(55,407)
Net issuances of restricted stock	27	—		—		—		—		—
Stock-based compensation	—	—		15,631		—		—		15,631
Repurchases of common stock	(903)	(1)		—		—		(60,883)		(60,884)
Balance at June 30, 2024	104,056	$	104	$	1,387,110	$	(50,591)	$	143,532	$	1,480,155

Net income	—	—		—		—		65,451		65,451
Other comprehensive income (loss)	—	—		—		17,130		—		17,130
Dividends declared ($0.53 per share)	—	—		—		—		(54,760)		(54,760)
Net issuances of restricted stock	(8)	—		—		—		—		—
Stock-based compensation	—	—		15,707		—		—		15,707
Repurchases of common stock	(801)	(1)		—		—		(49,847)		(49,848)
Balance at September 30, 2024	103,247	$	103	$	1,402,817	$	(33,461)	$	104,376	$	1,473,835

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	58101,~~318~~234	$	~~131~~197,~~857~~308
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses	23,~~699~~800		~~565~~2,481
Depreciation	2537,~~608~~893		2538,~~520~~713
Amortization of cloud computing implementation costs	1623,~~274~~234		1827,~~586~~537
Amortization of intangible assets	~~825~~1,350		~~608~~913
Realized and unrealized gains from investments held in employee deferredcompensation trusts	(3277,~~488~~430)		(5480,~~411~~634)
Stock-based compensation	3145,~~235~~153		3248,~~408~~115
Deferred income taxes	126,~~594~~604		(49,~~227~~782)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(3043,~~562~~910)		(4225,~~521~~946)
Capitalized cloud computing implementation costs	(1320,~~217~~835)		(1522,~~557~~879)
Accounts payable and accrued expenses	(2523,~~387~~014)		75,~~276~~266
Accrued payroll and benefit costs	115,~~724~~753		(229,~~558~~869)
Employee deferred compensation plan obligations	2172,~~548~~901		5591,~~077~~177
Income taxes payable	4(7,~~089~~744)		1(4,~~834~~688)
Other assets and liabilities, net	(127,~~230~~557)		(82,~~422~~076)
Net cash flows provided by operating activities	60137,~~030~~432		~~126~~255,~~035~~636
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(2741,~~573~~408)		(2442,~~174~~012)
Investments in employee deferred compensation trusts	(5157,~~135~~806)		(4250,~~718~~220)
Proceeds from employee deferred compensation trust redemptions	4047,~~081~~315		2934,~~695~~391
Payments for acquisitions, net of cash acquired	(10,~~114~~722)		(264)
Net cash flows used in investing activities	(4862,~~741~~621)		(3758,~~461~~105)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock	(7092,~~999~~069)		(~~146~~195,~~191~~548)
Dividends paid	(~~120~~179,~~659~~549)		(~~112~~166,~~248~~269)
Net cash flows used in financing activities	(~~191~~271,~~658~~618)		(~~258~~361,~~439~~817)
Effect of exchange rate fluctuations	2324,~~333~~513		~~(14~~3,~~505)~~012
Change in cash and cash equivalents	(~~157~~172,~~036~~294)		(~~184~~161,~~370~~274)
Cash and cash equivalents at beginning of period	537,583		731,740
Cash and cash equivalents at end of period	$	~~380~~365,~~547~~289	$	~~547~~570,~~370~~466
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Non-cash items:
Repurchases of common stock awaiting settlement	$	1,029	$	—
Fund exchanges within employee deferred compensation trusts	$	137,458	$	72,190
Fund exchanges within employee deferred compensation trusts	$	95,312	$	47,518
Contingent consideration related to acquisitions	$	2,684	$	—
Contingent consideration related to acquisitions	$	3,272	$	26

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~June~~September 30, 2025

Note A—Summary of Significant Accounting Policies

Nature of Operations. Robert Half Inc. (the “Company”) is a specialized talent solutions and business consulting firm, connecting highly skilled job seekers with rewarding opportunities at great companies. Robert Half® offers contract talent solutions and permanent placement talent solutions for finance and accounting, technology, marketing and creative, legal, and administrative and customer support, and provides executive search services. Robert Half is also the parent company of Protiviti®, a global consulting firm that delivers internal audit, risk, business, and technology consulting solutions. The Company operates in North America, South America, Europe, Asia and Australia. The Company is a Delaware corporation.

Basis of Presentation. The unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). The comparative year-end Condensed Consolidated Statement of Financial Position data presented was derived from audited financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial position and results of operations for the periods presented have been included. These Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2024, included in its Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year. Certain reclassifications have been made to prior year’s Financial Statements to conform to the 2025 presentation.

Principles of Consolidation. The Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. As of ~~June~~September 30, 2025, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, income and other taxes, and assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions. Actual results and outcomes may differ from management’s estimates and assumptions.

Service Revenues. The Company derives its revenues from three segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. See Note C for further discussion of the revenue recognition accounting policy.

Costs of Services. Direct costs of contract talent solutions consist of payroll, payroll taxes, and benefit costs for the Company’s engagement professionals, as well as reimbursable expenses. Direct costs of permanent placement talent solutions consist of reimbursable expenses. Protiviti direct costs of services include professional staff payroll, payroll taxes and benefit costs, as well as reimbursable expenses.

Advertising Costs. The Company expenses all advertising costs as incurred. Advertising costs were $11.83 million and $2335.81 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $1413.60 million and $2740.98 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

ROBERT HALF INC.

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

~~June~~September 30, 2025

Income from Investments Held in Employee Deferred Compensation Trusts. Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions. As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation plan obligations change and adjustments are recorded in selling, general and administrative expenses or, in the case of Protiviti, costs of services. The value of the related investment trust assets also changes by an equal and offsetting amount, leaving no net cost to the Company, and therefore no effect on reported net income. The Company’s income from investments held in employee deferred compensation trusts consists of unrealized and realized gains and losses, and dividend income from trust investments and is presented separately on the Condensed Consolidated Statements of Operations.

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

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Dividend income

(32,~~055~~679)

(23,~~627~~007)

(47,~~995~~674)

(47,~~698~~705)

Realized and unrealized gains

(5444,~~599~~942)

(1326,~~106~~223)

(3277,~~488~~430)

(5480,~~411~~634)

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses)

(5747,~~654~~621)

(1529,~~733~~230)

(3785,~~483~~104)

(5988,~~109~~339)

The following table presents the Company’s increase in employee deferred compensation costs and expense related to changes in the fair value of trust assets for its nonqualified employee deferred compensation plans (in thousands):

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Increase in employee deferred compensation costs and expense related to changes in the fair value of trust assets	$	5747,~~654~~621	$	1529,~~733~~230	$	3785,~~483~~104	$	5988,~~109~~339

Comprehensive Income (Loss). Comprehensive income (loss) includes net income and certain other items that are recorded directly to stockholders’ equity. The Company’s only sources of other comprehensive income (loss) are foreign currency translation and foreign defined benefit plan adjustments.

Fair Value of Financial Instruments. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market to measure fair value, summarized as follows:

Level 1: Observable inputs for identical assets or liabilities, such as quoted prices in active markets

Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3: Unobservable inputs in which there is little or no market data, which requires management’s best estimates and assumptions that market participants would use in pricing the asset or liability

The carrying value of cash and cash equivalents, net accounts receivable, and accounts payable and accrued expenses approximates fair value because of their short-term nature. The Company holds mutual funds and money market funds to satisfy its obligations under its employee deferred compensation plans which are carried at fair value based on quoted market prices in active markets for identical assets (Level 1).

ROBERT HALF INC.

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

~~June~~September 30, 2025

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

			Fair Value Measurements Using
	Balance at June 30, 2025		Quoted Pricesin Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
	Balance at September 30, 2025		Quoted Pricesin Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Cash equivalents
Money market funds	$	~~210~~154,~~623~~612	$	~~210~~154,~~623~~612	—	—
Employee deferred compensation trust assets
Money market funds	$	~~137~~144,~~937~~549	$	~~137~~144,~~937~~549	—	—
Mutual funds - bond	40,071		40,071		—	—
Mutual funds - bonds	41,974		41,974		—	—
Mutual funds - stock	418,051		418,051		—	—
Mutual funds - stocks	443,823		443,823		—	—
Mutual funds - blend	~~120~~130,~~723~~815		~~120~~130,~~723~~815		—	—
Total employee deferred compensation trust assets	$	~~716~~761,~~782~~161	$	~~716~~761,~~782~~161	—	—
			Fair Value Measurements Using
	Balance at December 31, 2024		Quoted Pricesin Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Cash equivalents
Money market funds	$	293,990	$	293,990	—	—
Employee deferred compensation trust assets
Money market funds	$	125,112	$	125,112	—	—
Mutual funds - bond	38,705		38,705		—	—
Mutual funds - bonds	38,705		38,705		—	—
Mutual funds - stock	401,751		401,751		—	—
Mutual funds - stocks	401,751		401,751		—	—
Mutual funds - blend	107,672		107,672		—	—
Total employee deferred compensation trust assets	$	673,240	$	673,240	—	—

Certain items, such as goodwill and other intangible assets, are recognized or disclosed at fair value on a nonrecurring basis. The Company determines the fair value of these items using Level 3 inputs. There are inherent limitations when estimating the fair value of financial instruments, and the fair values reported are not necessarily indicative of the amounts that would be realized in current market transactions.

Allowance for Credit Losses. The Company is exposed to credit losses resulting from the inability of its customers to make required payments. The Company establishes an allowance for these potential credit losses based on its review of customers’ credit profiles, historical loss statistics, prepayments, recoveries, age of customer receivable balances, current business conditions and macroeconomic trends. The Company considers risk characteristics of trade receivables based on asset type and geographical locations to evaluate trade receivables on a collective basis. The Company applies credit loss estimates to these pooled receivables to determine expected credit losses.

910

ROBERT HALF INC.

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

~~June~~September 30, 2025

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

	Allowance for Credit Losses
Balance as of December 31, 2024	$	21,961
Charges to expense	23,~~699~~800
Deductions	(34,~~067~~645)
Other, including foreign currency translation adjustments	1,~~285~~246
Balance as of June 30, 2025	$	22,878
Balance as of September 30, 2025	$	22,362

Note B—New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

None

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Tax Disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public filers must disclose annually (1) specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold, if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate. The new guidance is effective for public filers for annual periods beginning after December 15, 2024. ~~Early adoption is permitted.~~ The Company has concluded its evaluation of the newly issued guidance and anticipates changes to its income tax disclosures in its 2025 Form 10-K annual filing. However, it does not expect any effect on its operating results, cash flows, or financial position.

Income Statement Disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the notes to the financial statements. This guidance is effective for public filers for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Financial Instruments Credit Losses Disclosures. In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments, Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. All entities with this practical expedient are to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. This guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures.

Internal-Use Software Disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles, Goodwill and Other, Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU will remove all references to software development project stages so that the guidance is neutral to different software development methods. Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures.

ROBERT HALF INC.

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

September 30, 2025

Note C—Revenue Recognition

The Company derives its revenues from three segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Service revenues, as presented on the Condensed Consolidated Statements of Operations, represent services rendered to customers less variable consideration, such as sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in service revenues, and equivalent amounts of reimbursable expenses are included in costs of services.

Contract talent solutions revenues. Contract talent solutions revenues from contracts with customers are recognized in the amount to which the Company has a right to invoice when the services are rendered by the Company’s engagement professionals. The substantial majority of engagement professionals placed on assignment by the Company are the Company’s legal employees while they are working on assignments. The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security, and certain fringe benefits. The Company assumes the risk of acceptability of its employees to its customers.

The Company records contract talent solutions revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified employees, (ii) has the discretion to select the employees and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by customers. Fees paid to time management or vendor management service providers selected by clients are recorded as a reduction of revenues, as the Company is not the primary obligor with respect to those services.

10Permanent placement talent solutions revenues. Permanent placement talent solutions revenues from contracts with customers are primarily recognized when employment candidates accept offers of permanent employment. The Company has a substantial history of estimating the financial impact of permanent placement talent solutions candidates who do not remain with its clients through the 90-day guarantee period. These amounts are established based primarily on historical data and are recorded as liabilities. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement talent solutions services are charged to employment candidates.

ROBERT HALF INC.

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

June 30, 2025

Company (i) has the risk of identifying and hiring qualified employees, (ii) has the discretion to select the employees and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by customers. Fees paid to time management or vendor management service providers selected by clients are recorded as a reduction of revenues, as the Company is not the primary obligor with respect to those services.

Permanent placement talent solutions revenues. Permanent placement talent solutions revenues from contracts with customers are primarily recognized when employment candidates accept offers of permanent employment. The Company has a substantial history of estimating the financial impact of permanent placement candidates who do not remain with its clients through the 90-day guarantee period. These amounts are established based primarily on historical data and are recorded as liabilities. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement talent solutions services are charged to employment candidates.

Protiviti revenues. Protiviti’s consulting services are generally provided on a time-and-material basis, fixed-fee basis, or unit basis. Revenues earned under time-and-material arrangements and fixed-fee arrangements are recognized using a proportional performance method. Revenue is measured using cost incurred relative to total estimated cost for the engagement to measure progress towards satisfying the Company’s performance obligations. Cost incurred represents work performed and thereby best depicts the transfer of control to the customer. Protiviti’s consulting services generally contain one or more performance obligation(s) which are satisfied over a period of time. Revenues are recognized over time as the performance obligations are satisfied, because the services provided do not have any alternative use to the Company, and contracts generally include language giving the Company an enforceable right to payment for services provided to date. Unit-based revenues are recognized when the service has transferred to the customer. Revenue is recognized based on unit price multiplied by the number of units delivered and based on specific terms outlined in contracts.

The Company periodically evaluates the need to provide for any losses on these projects, and losses are recognized when it is probable that a loss will be incurred.

ROBERT HALF INC.

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

September 30, 2025

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

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Contract talent solutions

Finance and accounting

~~555~~553,~~626~~364

~~623~~614,~~120~~131

1,~~118~~671,~~559~~923

1,~~265~~879,~~090~~221

Administrative and customer support

~~165~~158,~~591~~689

~~190~~178,~~344~~409

~~331~~489,~~218~~907

~~390~~568,~~276~~685

Technology

~~158~~157,~~403~~851

~~157~~160,~~899~~184

~~310~~468,~~945~~796

~~315~~476,~~869~~053

Elimination of intersegment revenues (a)

(~~119~~123,~~812~~681)

(~~116~~122,~~466~~321)

(~~237~~361,~~709~~390)

(~~229~~351,~~280~~601)

Total contract talent solutions

~~759~~746,~~808~~223

~~854~~830,~~897~~403

12,~~523~~269,~~013~~236

12,~~741~~572,~~955~~358

Permanent placement talent solutions

~~114~~110,~~713~~125

~~131~~123,~~063~~275

~~226~~336,~~804~~929

~~255~~379,~~830~~105

Protiviti

~~495~~498,~~222~~129

~~486~~511,~~564~~326

~~971~~1,~~833~~469,962

~~950~~1,~~676~~462,002

Total service revenues

1,~~369~~354,~~743~~477

1,~~472~~465,~~524~~004

24,~~721~~076,~~650~~127

24,~~948~~413,~~461~~465

(a) Service revenues for finance and accounting, administrative and customer support, and technology include intersegment revenues, which represent revenues from services provided to the Company’s Protiviti segment in connection with the Company’s blended business solutions. Intersegment revenues for each functional specialization are aggregated and then eliminated as a single line.

Payment terms in the Company’s contracts vary by the type and location of the Company’s customer and the services offered. The term between invoicing and when payment is due is not significant.

11Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative stand-alone selling values of the services and products in the arrangement. As of September 30, 2025, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $194.7 million. Of this amount, $180.6 million is expected to be recognized within the next 12 months. As of September 30, 2024, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $187.0 million.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are reflected in accounts payable and accrued expenses on the unaudited Condensed Consolidated Statements of Financial Position. The following table sets forth the activity in contract liabilities from December 31, 2024, through September 30, 2025 (in thousands):


	Contract Liabilities




Balance as of December 31, 2024	$	24,005
Payments in advance of satisfaction of performance obligations	25,319
Revenue recognized	(33,315)
Other, including translation adjustments	1,101
Balance as of September 30, 2025	$	17,110

ROBERT HALF INC.

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

~~June~~September 30, 2025

Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative stand-alone selling values of the services and products in the arrangement. As of June 30, 2025, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $213.7 million. Of this amount, $199.6 million is expected to be recognized within the next 12 months. As of June 30, 2024, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $182.9 million.

	Contract Liabilities
Balance as of December 31, 2024	$	24,005
Payments in advance of satisfaction of performance obligations	16,955
Revenue recognized	(24,746)
Other, including translation adjustments	1,141
Balance as of June 30, 2025	$	17,355

Note D—Other Current Assets

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

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Prepaid expenses	$	7167,~~180~~637	$	64,185
Unamortized cloud computing implementation costs, current	2419,~~957~~817		28,417
Other	5763,~~583~~900		53,712
Other current assets	$	~~153~~151,~~720~~354	$	146,314

Note E—Property and Equipment, Net

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

June 30,2025

December 31,2024

September 30,2025

December 31,2024

Computer hardware

~~118~~110,~~375~~555

131,059

Computer software

~~233~~226,~~650~~908

224,609

Furniture and equipment

9796,~~792~~782

96,288

Leasehold improvements

~~207~~203,~~454~~143

200,565

Property and equipment, cost

~~657~~637,~~271~~388

652,521

Accumulated depreciation

(~~527~~508,~~401~~071)

(532,957)

Property and equipment, net

129,~~870~~317

119,564

ROBERT HALF INC.

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

June 30, 2025

Note F—Other Noncurrent Assets

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

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Unamortized cloud computing implementation costs, noncurrent	$	1016,~~969~~812	$	10,517
Other intangible assets, net	2,~~874~~356		1,218
Other noncurrent assets	$	1319,~~843~~168	$	11,735

Note G—Leases

The Company has operating leases for corporate and field offices, and certain equipment. The Company’s leases have remaining lease terms of less than one year to 11 years, some of which include options to extend the leases for up to seven years, and some of which include options to terminate the leases within one year. Operating lease expense was $19.89 million and $3959.87 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $2120.26 million and $4262.49 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

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

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025		2024
Cash paid for operating lease liabilities	$	3959,~~082~~229	$	4571,~~284~~637
Right-of-use assets obtained in exchange for new operating lease liabilities	$	3753,~~696~~048	$	4062,~~668~~043

	June 30,2025		December 31,2024
Weighted average remaining lease term for operating leases	4.6 years		4.6 years
Weighted average discount rate for operating leases	4.0	%	3.9	%

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

2025 (excluding the six months ended June 30, 2025)	$	40,845
2026	70,794
2027	51,330
2028	37,419
2029	26,943
Thereafter	43,801
Less: Imputed interest	(27,483)
Present value of operating lease liabilities (a)	$	243,649

(a) Includes the current portion of $69.3 million for operating leases.

As of June 30, 2025, the Company had additional future minimum lease obligations totaling $30.4 million under executed operating lease contracts that had not yet commenced. These operating leases include agreements for corporate and field office facilities with lease terms of one year to 10 years.

ROBERT HALF INC.

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

~~June~~September 30, 2025

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


	September 30, 2025		December 31, 2024
Weighted average remaining lease term for operating leases	4.6 years		4.6 years
Weighted average discount rate for operating leases	4.1	%	3.9	%

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


2025 (excluding the nine months ended September 30, 2025)	$	21,209
2026	74,881
2027	54,188
2028	39,869
2029	29,048
Thereafter	48,702
Less: Imputed interest	(27,117)
Present value of operating lease liabilities (a)	$	240,780

(a) Includes the current portion of $69.7 million for operating leases.

As of September 30, 2025, the Company had additional future minimum lease obligations totaling $26.3 million under executed operating lease contracts that had not yet commenced. These operating leases include agreements for corporate and field office facilities with lease terms of one year to 10 years.

Note H—Goodwill

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

	Goodwill
	Contract talent solutions		Permanent placement talent solutions		Protiviti		Total
Balance as of December 31, 2024	$	133,938	$	26,063	$	77,179	$	237,180
Acquisitions (a)	1,205		235		10,~~667~~978		12,~~107~~418
Foreign currency translation adjustments	~~607~~514		~~118~~100		1,~~139~~054		1,~~864~~668
Balance as of June 30, 2025	$	135,750	$	26,416	$	88,985	$	251,151
Balance as of September 30, 2025	$	135,657	$	26,398	$	89,211	$	251,266

(a)In April 2025, the Company expanded its operations through two acquisitions. These transactions, executed via the Company’s wholly owned subsidiaries, resulted in the recognition of $12.14 million in goodwill.

The Company completed its annual assessment of the recoverability of goodwill during the three months ended June 30, 2025, and determined there were no events or circumstances that would more likely than not reduce the fair value of the Company’s reporting units below their carrying value.15

ROBERT HALF INC.

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

September 30, 2025

Note I—Accrued Payroll and Benefit Costs

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

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Payroll and benefits	$	~~354~~362,~~949~~329	$	330,803
Payroll taxes	2915,~~270~~556		29,513
Workers’ compensation	12,~~345~~368		12,469
Accrued payroll and benefit costs	$	~~396~~390,~~564~~253	$	372,785

Note J—Employee Deferred Compensation Plan Obligations

The Company provides various qualified defined contribution 401(k) plans covering eligible employees. The plans offer a savings feature with the Company matching employee contributions. Assets of this plan are held by an independent trustee for the sole benefit of participating employees.

Nonqualified plans are provided for employees on a discretionary basis, including those not eligible for the qualified plans. These plans include provisions for salary deferrals and discretionary contributions. The asset value of the nonqualified plans was $~~716~~761.82 million and $673.2 million as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The Company holds these assets to satisfy the Company’s liabilities under its deferred compensation plans. The liability value for the nonqualified plans was $~~700~~751.03 million and $678.4 million as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

Contribution expenses for the Company’s qualified and nonqualified defined contribution plans were $11.61 million and $2536.34 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $11.48 million and $2436.86 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

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

14Note K—Commitments and Contingencies

On March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which was subsequently amended on October 23, 2015. The complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010, were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process. Gentry seeks recovery on her own behalf and on behalf of the putative class in an unspecified amount for this allegedly unpaid compensation. Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements. Gentry also seeks an unspecified amount of other damages, attorneys’ fees and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorneys General Act (“PAGA”). On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration. On March 8, 2024, the Court issued an order certifying: (1) a class of California-based temporary employees who attended at least one uncompensated interview with a third-party client at any time since March 13, 2010; (2) a subclass of class members who held a prior temporary job assignment before interviewing for a subsequent assignment; and (3) a subclass of class members who are no longer employed by the Company (i.e., a “waiting time penalties” subclass). The case is expected to commence trial on November 3, 2025. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

ROBERT HALF INC.

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

~~June~~September 30, 2025

Note K—Commitments and Contingencies

On March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which was subsequently amended on October 23, 2015. The complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010, were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process. Gentry seeks recovery on her own behalf and on behalf of the putative class in an unspecified amount for this allegedly unpaid compensation. Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements. Gentry also seeks an unspecified amount of other damages, attorneys’ fees and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorneys General Act (“PAGA”). On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration. On March 8, 2024, the Court issued an order certifying: (1) a class of California-based temporary employees who attended at least one uncompensated interview with a third-party client at any time since March 13, 2010; (2) a subclass of class members who held a prior temporary job assignment before interviewing for a subsequent assignment; and (3) a subclass of class members who are no longer employed by the Company (i.e., a “waiting time penalties” subclass). At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

On April 6, 2018, Plaintiff Shari Dorff, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, County of Los Angeles. In addition to certain claims individual to Plaintiff Dorff, the complaint alleges that salaried recruiters based in California have been misclassified as exempt employees and seeks an unspecified amount for: unpaid wages resulting from such alleged misclassification; alleged failure to provide a reasonable opportunity to take meal periods and rest breaks; alleged failure to pay wages on a timely basis both during employment and upon separation; alleged failure to comply with California requirements regarding wage statements and record-keeping; and alleged improper denial of expense reimbursement. Plaintiff Dorff also seeks an unspecified amount of other damages, attorneys’ fees and penalties, including but not limited to statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by PAGA. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

The Company is involved in a number of other lawsuits arising in the ordinary course of business. While management does not expect any of these other matters to have a material adverse effect on the Company’s results of operations, financial position or cash flows, litigation is subject to certain inherent uncertainties.

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

On May 28, 2025, the Company entered into a $100.0 million credit agreement (the “2025 Credit Agreement”) which matures in May 2030. Borrowings under the 2025 Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the adjusted term Secured Overnight Financing Rate (“SOFR”), plus an applicable margin. The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of ~~June~~September 30, 2025. As of ~~June~~September 30, 2025, the Company had no cash borrowings under the 2025 Credit Agreement, and maintained $10.21 million in standby letters of credit to satisfy workers’ compensation insurer’s collateral requirements.

15Note L—Stockholders’ Equity

Stock Repurchase Program. As of September 30, 2025, the Company is authorized to repurchase, from time to time, up to 5.6 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions. The number and the cost of common stock shares repurchased during the nine months ended September 30, 2025 and 2024, are reflected in the following table (in thousands):


	Nine Months Ended September 30,
	2025		2024
Common stock repurchased (in shares)	1,702		2,460
Common stock repurchased	$	79,590	$	171,047

ROBERT HALF INC.

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

~~June~~September 30, 2025

~~Note~~Additional ~~L—Stockholders’~~stock ~~Equity~~repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes. The number and the cost of employee stock plan repurchases made during the nine months ended September 30, 2025 and 2024, are reflected in the following table (in thousands):

Stock Repurchase Program. As of June 30, 2025, the Company is authorized to repurchase, from time to time, up to 6.2 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions. The number and the cost of common stock shares repurchased during the six months ended June 30, 2025 and 2024, are reflected in the following table (in thousands):


	Nine Months Ended September 30,
	2025		2024
Repurchases related to employee stock plans (in shares)	192		272
Repurchases related to employee stock plans	$	10,953	$	21,508

	Six Months EndedJune 30,
	2025		2024
Common stock repurchased (in shares)	1,128		1,660
Common stock repurchased	$	59,378	$	121,272

The repurchased shares are held in treasury and are presented as if constructively retired. Treasury stock is accounted for using the cost method. Treasury stock activity for the nine months ended September 30, 2025 and 2024, (consisting of purchases of shares for the treasury) is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes. The number and the cost of employee stock plan repurchases made during the six months ended June 30, 2025 and 2024, are reflected in the following table (in thousands):

	Six Months EndedJune 30,
	2025		2024
Repurchases related to employee stock plans (in shares)	191		271
Repurchases related to employee stock plans	$	10,924	$	21,435

The repurchased shares are held in treasury and are presented as if constructively retired. Treasury stock is accounted for using the cost method. Treasury stock activity for the six months ended June 30, 2025 and 2024, (consisting of purchases of shares for the treasury) is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

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

Note M—Net Income Per Share

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

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Net income	$	4042,~~968~~916	$	6865,~~156~~451	$	58101,~~318~~234	$	~~131~~197,~~857~~308
Basic:
Weighted average shares	~~100~~99,~~410~~897		~~103~~102,~~151~~175		100,~~537~~321		103,~~469~~034
Diluted:
Weighted average shares	~~100~~99,~~410~~897		~~103~~102,~~151~~175		100,~~537~~321		103,~~469~~034
Dilutive effect of potential common shares	~~129~~144		~~177~~218		~~239~~208		~~395~~337
Diluted weighted average shares	100,~~539~~041		~~103~~102,~~328~~393		100,~~776~~529		103,~~864~~371
Net income per share:
Basic	$	0.4143	$	0.6664	$	01.5801	$	1.2791
Diluted	$	0.4143	$	0.6664	$	01.5801	$	1.2791

1618

ROBERT HALF INC.

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

~~June~~September 30, 2025

Note N—Business Segments

The Company has three reportable segments: contract talent solutions, permanent placement talent solutions and Protiviti. Operating segments are defined as components of the Company for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), a position currently held by the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The contract talent solutions reportable segment results from the aggregation of three operating segments with similar economic and qualitative characteristics: finance and accounting, administrative and customer support, and technology. The contract talent solutions and permanent placement talent solutions segments provide specialized engagement professionals and full-time personnel, respectively, for finance and accounting, technology, marketing and creative, legal, and administrative and customer support roles. The Protiviti segment provides business and technology risk consulting and internal audit services.

The CODM uses segment income to evaluate performance and allocate resources to each segment. Segment income excludes interest income, income taxes and the impacts of the income from investments held in employee deferred compensation trusts, along with the related compensation costs and expenses. The CODM considers variances between actual results and expectations as well as historical trends for segment income when making decisions about allocating capital and personnel resources to each segment.

The accounting policies of the segments are set forth in Note A—“Summary of Significant Accounting Policies.”

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

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Contract Talent Solutions

2025

2024

2025

2024

Service revenues(1)

~~759~~746,~~808~~223

~~854~~830,~~897~~403

12,~~523~~269,~~013~~236

12,~~741~~572,~~955~~358

Segment costs of services(2)

~~462~~456,~~441~~102

~~518~~507,~~736~~368

~~928~~1,~~713~~384,815

1,~~055~~562,~~224~~592

Compensation expenses(3)

~~209~~205,~~895~~902

~~222~~218,~~298~~931

~~430~~636,~~876~~778

~~450~~668,~~017~~947

Other(4)

6967,~~049~~853

7578,~~717~~260

~~138~~206,~~310~~163

~~148~~226,~~450~~711

Segment selling, general and administrative expenses

~~278~~273,~~944~~755

~~298~~297,~~015~~191

~~569~~842,~~186~~941

~~598~~895,~~467~~658

Segment income

1816,~~423~~366

3825,~~146~~844

2541,~~114~~480

88114,~~264~~108

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Permanent Placement Talent Solutions

2025

2024

2025

2024

Service revenues(1)

~~114~~110,~~713~~125

~~131~~123,~~063~~275

~~226~~336,~~804~~929

~~255~~379,~~830~~105

Segment costs of services(2)

~~162~~222

~~262~~271

~~392~~614

~~481~~752

Compensation expenses(3)

8783,~~744~~885

9490,~~348~~450

~~176~~260,~~644~~529

~~186~~277,~~670~~120

Other(4)

18,~~548~~407

20,~~305~~367

3756,~~885~~292

4061,~~676~~043

Segment selling, general and administrative expenses

~~106~~102,292

~~114~~110,~~653~~817

~~214~~316,~~529~~821

~~227~~338,~~346~~163

Segment income

87,~~259~~611

1612,~~148~~187

1119,~~883~~494

2840,~~003~~190

1719

ROBERT HALF INC.

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

~~June~~September 30, 2025

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Protiviti

2025

2024

2025

2024

Service revenues(1)

~~495~~498,~~222~~129

~~486~~511,~~564~~326

~~971~~1,~~833~~469,962

~~950~~1,~~676~~462,002

Segment costs of services(2)

~~384~~383,~~865~~502

~~373~~379,~~617~~619

~~775~~1,~~264~~158,766

~~741~~1,~~693~~121,312

Compensation expenses(3)

24,~~737~~534

2322,~~755~~895

4974,~~780~~313

4770,~~382~~277

Other(4)

5352,~~108~~861

5257,~~210~~048

~~105~~158,~~881~~743

~~102~~159,~~318~~366

Segment selling, general and administrative expenses

77,~~845~~395

7579,~~965~~943

~~155~~233,~~661~~056

~~149~~229,~~700~~643

Segment income

3237,~~512~~232

3651,~~982~~764

4078,~~908~~140

59111,~~283~~047

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Combined Segment

2025

2024

2025

2024

Service revenues(1)

1,~~369~~354,~~743~~477

1,~~472~~465,~~524~~004

24,~~721~~076,~~650~~127

24,~~948~~413,~~461~~465

Costs of services(2)

~~847~~839,~~468~~826

~~892~~887,~~615~~258

12,~~704~~544,~~369~~195

12,~~797~~684,~~398~~656

Compensation expenses(3)

~~322~~314,~~376~~321

~~340~~332,~~401~~276

~~657~~971,~~300~~620

~~684~~1,~~069~~016,344

Other(4)

~~140~~139,~~705~~121

~~148~~155,~~232~~675

~~282~~421,~~076~~198

~~291~~447,~~444~~120

Selling, general and administrative expenses

~~463~~453,~~081~~442

~~488~~487,~~633~~951

~~939~~1,~~376~~392,818

~~975~~1,~~513~~463,464

Combined segment income

5961,~~194~~209

9189,~~276~~795

77139,~~905~~114

~~175~~265,~~550~~345

Interest income, net

(2,~~239~~510)

(5,~~186~~391)

(58,~~811~~321)

(1116,~~599~~990)

Income before income taxes

6163,~~433~~719

9695,~~462~~186

83147,~~716~~435

~~187~~282,~~149~~335

(1)Service revenues presented above are shown net of eliminations of intersegment revenues. Intersegment revenues between the contract talent solutions segment and the Protiviti segment were $~~119~~123.87 million and $~~237~~361.74 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $~~116~~122.53 million and $~~229~~351.36 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. Service revenues related to the intersegment activity are reflected in the Protiviti segment.

(2)Segment costs of services consist of direct payroll, payroll taxes and benefit costs, as well as reimbursable expenses. Direct costs related to the intersegment activity are reflected in the Protiviti segment, including the costs of candidate payroll, fringe benefits and incremental recruiter compensation. For further information on costs of services, see Note A—“Summary of Significant Accounting Policies.”

(3)Includes payroll and applicable taxes, employee incentive compensation and other employee costs not included in direct costs as noted above.

(4)Other selling, general and administrative expenses is comprised of advertising, as well as other allocated expenses including lease expense, depreciation, cloud computing service costs and overhead costs. These costs are allocated to the individual segments based on an internal allocation method.

~~The following table represents depreciation expense by segment (in thousands):~~20

	Three Months EndedJune 30,				Six Months EndedJune 30,
	2025		2024		2025		2024
Depreciation expense
Contract talent solutions	$	6,219	$	6,364	$	12,717	$	12,957
Permanent placement talent solutions	2,043		2,047		4,141		4,271
Protiviti	4,340		4,105		8,750		8,292
	$	12,602	$	12,516	$	25,608	$	25,520

ROBERT HALF INC.

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

~~June~~September 30, 2025

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation expense
Contract talent solutions	$	5,921	$	6,559	$	18,638	$	19,516
Permanent placement talent solutions	1,987		2,146		6,128		6,417
Protiviti	4,377		4,488		13,127		12,780
	$	12,285	$	13,193	$	37,893	$	38,713

Note O—Subsequent Events

On ~~August~~October 430, 2025, the Company announced the following:

Quarterly dividend per share			$0.59
Declaration date			~~August~~October 430, 2025
Record date			~~August~~November 25, 2025
Payment date			~~September~~December 15, 2025

1921

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain information contained in Management’s Discussion and Analysis and in other parts of this report may be deemed forward-looking statements regarding events and financial trends that may affect the future operating results or financial positions of Robert Half Inc. (the “Company”). Forward-looking statements are not guarantees or promises that goals or targets will be met. These statements may be identified by words such as “anticipate,” “potential,” “estimate,” “forecast,” “target,” “project,” “plan,” “intend,” “believe,” “expect,” “should,” “could,” “would,” “may,” “might,” “will,” or variations or negatives thereof or by similar or comparable words or phrases. In addition, historical, current and forward-looking information about the Company’s corporate responsibility and compliance programs, including targets or goals, may not be considered material for the Securities and Exchange Commission (“SEC”) or other mandatory reporting purposes and may be based on standards for measuring progress that are still developing; on internal controls, diligence or processes that are evolving; on representations reviewed or provided by third parties; and on assumptions that are subject to change in the future. Forward-looking statements are estimates only and are based on management’s current expectations, currently available information and current strategy, plans or forecasts, and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict, often beyond our control and are inherently uncertain. Forward-looking statements are subject to risks and uncertainties that could cause actual results and outcomes, or the timing of these results or outcomes, to differ materially from those expressed or implied in the statements. These risks and uncertainties include, but are not limited to, the following: changes to or new interpretations of United States of America (“U.S.”) or international tax regulations; the global financial and economic situation; changes in levels of unemployment and other economic conditions in the U.S. or foreign countries where the Company does business, or in particular regions or industries; reduction in the supply of candidates for contract employment or the Company’s ability to attract candidates; the development, proliferation and adoption of artificial intelligence (“AI”) by the Company and the third parties it serves; the entry of new competitors into the marketplace or expansion by existing competitors; the ability of the Company to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions; the impact of competitive pressures, including any change in the demand for the Company’s services, or the Company’s ability to maintain its margins; the possibility of the Company incurring liability for its activities, including the activities of its engagement professionals, or for events impacting its engagement professionals on clients’ premises; the possibility that adverse publicity could impact the Company’s ability to attract and retain clients and candidates; the success of the Company in attracting, training and retaining qualified management personnel and other staff employees; the Company’s ability to comply with governmental regulations affecting personnel services businesses in particular or employer/employee relationships in general; whether there will be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; the Company’s reliance on short-term contracts for a significant percentage of its business; litigation relating to prior or current transactions or activities, including litigation that may be disclosed from time to time in the Company’s SEC filings; the impact of extreme weather conditions on the Company and its candidates and clients; the ability of the Company to manage its international operations and comply with foreign laws and regulations; the impact of fluctuations in foreign currency exchange rates; the possibility that the additional costs the Company will incur as a result of health care or other reform legislation may adversely affect the Company’s profit margins or the demand for the Company’s services; the possibility that the Company’s computer and communications hardware and software systems could be damaged or their service interrupted or that the Company could experience a cybersecurity breach; and the possibility that the Company may fail to maintain adequate financial and management controls, and as a result suffer errors in its financial reporting. Additionally, with respect to Protiviti, other risks and uncertainties include the fact that future success will depend on its ability to retain employees and attract clients; there can be no assurance that there will be ongoing demand for broad-based consulting, regulatory compliance, technology services, public sector or other high-demand advisory services; failure to produce projected revenues could adversely affect financial results; and there is the possibility of involvement in litigation relating to prior or current transactions or activities. Because long-term contracts are not a significant part of the Company’s business, future results cannot be reliably predicted by considering past trends or extrapolating past results. Except as required by law, the Company undertakes no obligation to update information in this report, whether as a result of new information, future events, or otherwise, and notwithstanding any historical practice of doing so.

Executive Overview

~~Revenue~~Client and ~~net~~job ~~income~~seeker ~~results~~caution ~~for~~continued during the ~~second~~ quarter, ~~were~~subduing ~~within~~hiring ~~the~~activity ~~range~~and ofnew ~~management’s~~project ~~expectations~~starts. ~~Elevated~~During ~~global~~the ~~economic~~first ~~uncertainty~~three ~~persisted~~quarters ~~throughout~~of ~~the~~2025, ~~quarter~~service revenues were $4.08 billion, ~~extending~~a ~~client~~decrease ~~and~~of ~~job~~7.6% ~~seeker~~from ~~caution,~~the ~~elongating~~prior ~~decision~~year. ~~cycles~~Net income was $101 million, and ~~subduing~~diluted ~~hiring~~net ~~activity~~income ~~and~~per ~~new~~share ~~project~~was ~~starts~~$1.01.

~~During the first half of 2025, service revenues were $2.72 billion, a decrease of 7.7% from the prior year. Net income was $58 million, and diluted net income per share was $0.58.~~ 22

20Demand for the Company’s contract talent solutions, permanent placement talent solutions and Protiviti is largely dependent upon general economic and labor trends, both domestically and abroad. As of the latest information available, the U.S. real gross domestic product increased at an annual rate of 3.8%, as during the second quarter 2025, compared to a decrease 0.5% during the first quarter of 2025. While the macroeconomic backdrop is generally unchanged, there are some early signs of improvement as trade policy volatility becomes business as usual and the probability of multiple interest rate cuts rises. Small business confidence levels have also rebounded modestly from recent lows.

~~Demand~~The ~~for~~U.S. ~~the~~job ~~Company’s~~market ~~contract~~remains ~~talent~~resilient ~~solutions,~~with ~~permanent~~overall ~~placement~~unemployment ~~talent~~at ~~solutions~~4.3%, ~~and~~as ~~Protiviti~~of isAugust ~~largely~~2025. ~~dependent~~Labor ~~upon~~supply ~~general~~constraints ~~economic~~remain. ~~and~~Particularly ~~labor~~noteworthy ~~trends~~is that, ~~both~~as ~~domestically~~of ~~and~~August ~~abroad.~~2025, ~~The~~the ~~U.S.~~unemployment ~~real~~rate ~~gross~~for ~~domestic~~college-educated ~~product increased~~professionals atis anholding ~~annual~~steady ~~rate~~at ofjust 32.07% ~~during the second quarter 2025~~, ~~compared~~with toeven alower ~~decrease~~rates ofprevailing ~~0.5%~~among ~~during~~specialized ~~the~~accounting, ~~first~~finance ~~quarter~~and oftechnology ~~2025~~roles. ~~Fears~~Although ofcurrent ~~economic~~hiring ~~recession~~and ~~have~~quit ~~eased~~rates asremain ~~worst-case~~subdued ~~trade~~and ~~policy~~well ~~concerns~~below ~~have~~post-Covid ~~not~~highs, ~~materialized~~job ~~and~~openings ~~proposed~~continue ~~tax~~to ~~changes~~be ~~have~~well ~~now~~above ~~become~~historical ~~law. Small business confidence~~ levels, ~~have~~indicating ~~also~~strong ~~rebounded~~pent-up ~~modestly~~hiring ~~from recent lows~~demand.

The U.S. job market remains resilient with overall unemployment at 4.1%. Labor supply constraints remain. Particularly noteworthy is that the unemployment rate for college-educated professionals is holding steady at just 2.5 percent, with even lower rates prevailing among specialized accounting, finance and technology roles. Although current hiring and quit rates remain subdued and well below post-Covid highs, job openings continue to be well above historical levels, indicating strong pent-up hiring demand.

As business confidence improves, there is a corresponding acceleration in hiring urgency, project demand and the reprioritization of previously deferred initiatives. This natural progression typically places increased demands on client resources that are already operating at or near capacity, creating the hiring and consulting environment that has historically driven substantial growth for the Company’s business during the early phases of economic expansion cycles.

The Company continues to invest in technology and innovation, including AI. Major focus areas include providing a world-class digital experience for clients and candidates that is seamlessly connected to the Company’s specialized professional recruiters. Also, the Company will continue to leverage its proprietary data assets to enhance the AI tools its recruiters use to discover, assess and select talent for its clients, and the AI tools recruiters use to effectively target leads for additional revenue.

The Company monitors various economic indicators and business trends in all of the countries in which it operates to anticipate demand for the Company’s services. These trends are evaluated to determine the appropriate level of investment, including personnel, which will best position the Company for success in the current and future global macroeconomic environment. The Company’s investments in headcount are typically structured to proactively support and align with expected revenue growth trends and productivity metrics. Visibility into future revenues is limited not only due to the dependence on macroeconomic and labor market conditions noted above, but also because of the relatively short duration of the Company’s client engagements. Accordingly, the Company’s headcount and other investments are typically assessed on at least a quarterly basis. During the first ~~half~~three quarters of 2025, the Company’s headcount remained relatively flat for its contract talent solutions, permanent placement talent solutions and Protiviti segments when compared to prior year-end levels, while administrative headcount decreased.

Critical Accounting Policies and Estimates

The Company’s most critical accounting policies and estimates are those that involve subjective decisions or assessments and are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There were no material changes to the Company’s critical accounting policies or estimates for the ~~six~~nine months ended ~~June~~September 30, 2025.

Recent Accounting Pronouncements

See Note B—“New Accounting Pronouncements” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.

Results of Operations

The Company analyzes its operating results for three reportable segments: contract talent solutions, permanent placement talent solutions and Protiviti. The contract talent solutions and permanent placement talent solutions segments provide engagement professionals and full-time personnel, respectively, for finance and accounting, technology, marketing and creative, legal, administrative and customer support, and executive search. The Protiviti segment provides internal audit, risk, business and technology consulting solutions.

Demand for the Company’s services is largely dependent upon global economic and labor trends. Because of the inherent difficulty in predicting economic trends, future demand for the Company’s services cannot be forecast with certainty.

The Company’s talent solutions segments conduct operations through offices in the U.S. and 18 other countries, while Protiviti has offices in the U.S. and 13 other countries.

2123

Non-GAAP Financial Measures

The financial results of the Company are prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”) and the rules of the SEC. To help readers understand the Company’s financial performance, the Company supplements its GAAP financial results with the following non-GAAP measures: adjusted gross margin; adjusted selling, general and administrative expenses; adjusted operating income; and adjusted revenue growth rates.

The following measures: adjusted gross margin, adjusted selling, general and administrative expenses, and adjusted operating income, include gains and losses on investments held to fund the Company’s obligations under employee deferred compensation plans. The Company provides these measures because they are used by management to review its operational results.

Adjusted revenue growth rates represent year-over-year revenue growth rates after removing the impacts on reported revenues from the changes in the number of billing days and foreign currency exchange rates. The Company provides this data because it focuses on the Company’s revenue growth rates attributable to operating activities and aids in evaluating revenue trends over time. The impacts from the changes in billing days and foreign currency exchange rates are calculated as follows:

•Billing days impact is calculated by dividing each comparative period’s reported revenues by the number of billing days for that period to arrive at a per billing day amount. Same billing day growth rates are then calculated based on the per billing day amounts. Management calculates a global, weighted-average number of billing days for each reporting period based upon inputs from all countries and all functional specializations and segments.

•Foreign currency impact is calculated by retranslating current period international revenues using foreign currency exchange rates from the prior year’s comparable period.

The non-GAAP financial measures provided herein may not provide information that is directly comparable to that provided by other companies in the Company’s industry, as other companies may calculate such financial results differently. The Company’s non-GAAP financial measures are not measurements of financial performance under GAAP and should not be considered as alternatives to amounts presented in accordance with GAAP. The Company does not consider these non-GAAP financial measures to be a substitute for, or superior to, the information provided by GAAP financial results. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is provided on the following pages.

Refer to Item 3. “Quantitative and Qualitative Disclosures About Market Risk” for further discussion of the impact of foreign currency exchange rates on the Company’s results of operations and financial condition.

Three Months Ended ~~June~~September 30, 2025 and 2024

Service Revenues. The Company’s revenues were $1.3735 billion for the three months ended ~~June~~September 30, 2025, a decrease of 7.05% compared to $1.47 billion for the three months ended ~~June~~September 30, 2024. Revenues from U.S. operations decreased 78.46% to $1.0605 billion (77.73% of total revenue) for the three months ended ~~June~~September 30, 2025, compared to $1.15 billion (78.12% of total revenue) for the three months ended ~~June~~September 30, 2024. Revenues from international operations decreased 5.3.8% to $~~306~~307 million (22.37% of total revenue) for the three months ended ~~June~~September 30, 2025, compared to $~~323~~319 million (21.98% of total revenue) for the three months ended ~~June~~September 30, 2024. Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $~~760~~746 million for the three months ended ~~June~~September 30, 2025, decreasing by 1110.1% compared to revenues of $~~855~~831 million for the three months ended ~~June~~September 30, 2024. Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements. The decrease in contract talent solutions revenues for the three months ended ~~June~~September 30, 2025, was primarily due to a 1513.4% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 43.76% increase in average bill rates. On an adjusted basis, contract talent solutions revenues decreased 1110.19% for the ~~second~~third quarter of 2025 compared to the ~~second~~third quarter of 2024. In the U.S., revenues in the ~~second~~third quarter of 2025 decreased 10.73% on ~~both~~ a reported basis, and decreased 10.4% on an adjusted basis, compared to the ~~second~~third quarter of 2024. International revenues for the ~~second~~third quarter of 2025 decreased 129.57% on a reported basis, and decreased 12.94% on an adjusted basis, compared to the ~~second~~third quarter of 2024.

2224

Permanent placement talent solutions revenues were $~~115~~110 million for the three months ended ~~June~~September 30, 2025, decreasing by 1210.57% compared to revenues of $~~131~~123 million for the three months ended ~~June~~September 30, 2024. Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement. The decrease in permanent placement talent revenues for the three months ended ~~June~~September 30, 2025, was due to ana 1813.03% decrease in the number of placements, partially offset by a 52.56% increase in average fees earned per placement. On an adjusted basis, permanent placement talent solutions revenues decreased 1211.64% for the ~~second~~third quarter of 2025 compared to the ~~second~~third quarter of 2024. In the U.S., revenues for the ~~second~~third quarter of 2025 decreased 1311.23% on ~~both~~ a reported basis, and decreased 11.4% on an adjusted basis, compared to the ~~second~~third quarter of 2024. International revenues for the ~~second~~third quarter of 2025 decreased 109.60% on a reported basis, and decreased 11.2% on an adjusted basis, compared to the ~~second~~third quarter of 2024. Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions, and this is expected to continue.

Protiviti revenues were $~~495~~498 million for the three months ended ~~June~~September 30, 2025, ~~increasing~~decreasing by 12.86% compared to revenues of $~~487~~511 million for the three months ended ~~June~~September 30, 2024. Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates. The ~~increase~~decrease in Protiviti revenues for the three months ended ~~June~~September 30, 2025, was due to a 710.78% ~~increase~~decrease in ~~billable~~average ~~hours~~hourly bill rates, partially offset by aan 58.92% ~~decrease~~increase in ~~average~~billable ~~hourly bill rates~~hours. On an adjusted basis, Protiviti revenues ~~increased~~decreased 13.54% for the ~~second~~third quarter of 2025 compared to the ~~second~~third quarter of 2024. In the U.S., revenues in the ~~second~~third quarter of 2025 decreased 05.75% on ~~both~~ a reported basis, and decreased 5.6% on an adjusted basis, compared to the ~~second~~third quarter of 2024. International revenues for the ~~second~~third quarter of 2025 increased 1311.1% on a reported basis, and increased ~~10.~~7.5% on an adjusted basis, compared to the ~~second~~third quarter of 2024.

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

	Global		United States		International
Contract talent solutions
As Reported	-1110.1	%	-10.73	%	-129.57	%
Billing Days Impact	-0.42	%	-0.01	%	10.40	%
Currency Impact	-0.46	%	―		-12.87	%
As Adjusted	-1110.19	%	-10.74	%	-12.94	%
Permanent placement talent solutions
As Reported	-1210.57	%	-1311.23	%	-109.60	%
Billing Days Impact	-0.51	%	-0.01	%	10.40	%
Currency Impact	-0.6	%	―		-2.02	%
As Adjusted	-1211.64	%	-1311.24	%	-11.2	%
Protiviti
As Reported	1-2.86	%	-05.75	%	1311.1	%
Billing Days Impact	-0.42	%	-0.01	%	10.70	%
Currency Impact	-0.76	%	―		-43.16	%
As Adjusted	1-3.54	%	-05.76	%	~~10.~~7.5	%

Gross Margin. The Company’s gross margin dollars were $~~509~~504 million for the three months ended ~~June~~September 30, 2025, down 11.78% from $~~577~~572 million for the three months ended ~~June~~September 30, 2024. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars for contract talent solutions represent revenues less costs of services, which consist of payroll, payroll taxes and benefit costs for engagement professionals, and reimbursable expenses. The key drivers of gross margin are: i) pay-bill spreads, which represent the differential between wages paid to engagement professionals and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs; and iii) conversion revenues, which are earned when a contract position converts to a permanent position with the Company’s client.

Gross margin dollars for contract talent solutions were $~~297~~290 million for the three months ended ~~June~~September 30, 2025, decreasing by 1110.52% from $~~336~~323 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, gross margin dollars for contract talent solutions were 3938.19% in the ~~second~~third quarter of both 2025, ~~down~~and ~~from 39.3% in the second quarter of~~ 2024.

2325

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses. Gross margin dollars for permanent placement talent solutions were $~~115~~110 million for the three months ended ~~June~~September 30, 2025, decreasing 1210.47% from $~~131~~123 million for the three months ended ~~June~~September 30, 2024. Because reimbursable expenses for permanent placement talent solutions are de minimis, the decrease in gross margin dollars is substantially explained by the decrease in revenues previously discussed.

Gross margin dollars for Protiviti represent revenues less costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses. The primary drivers of Protiviti’s gross margin are: i) the relative composition of and number of professional staff and their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s Protiviti staff. Gross margin dollars for Protiviti were $97104 million for the three months ended ~~June~~September 30, 2025, decreasing 1117.10% from $~~110~~126 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, reported gross margin dollars for Protiviti were 1920.79% in the ~~second~~third quarter of 2025, down from 2224.56% in the ~~second~~third quarter of 2024. As a percentage of revenues, adjusted gross margin dollars for Protiviti were 2223.30% in the ~~second~~third quarter of 2025, down from 2325.28% in the ~~second~~third quarter of 2024. The decrease in adjusted gross margin percentage was primarily due to the relative composition of and number of professional staff and their respective pay and bill rates.

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

	Three Months Ended June 30,								Relationships
	Three Months Ended September 30,								Relationships
	As Reported				As Adjusted				As Reported				As Adjusted
	2025		2024		2025		2024		2025		2024		2025		2024
Gross Margin
Contract talent solutions	$	~~297~~290,~~367~~121	$	~~336~~323,~~161~~035	$	~~297~~290,~~367~~121	$	~~336~~323,~~161~~035	3938.19	%	3938.39	%	3938.19	%	3938.39	%
Permanent placement talent solutions	~~114~~109,~~551~~903		~~130~~123,~~801~~004		~~114~~109,~~551~~903		~~130~~123,~~801~~004		99.98	%	99.8	%	99.98	%	99.8	%
Protiviti	97104,~~556~~207		~~109~~125,~~717~~617		~~110~~114,~~357~~627		~~112~~131,~~947~~707		1920.79	%	2224.56	%	2223.30	%	2325.28	%
Total	$	~~509~~504,~~474~~231	$	~~576~~571,~~679~~656	$	~~522~~514,~~275~~651	$	~~579~~577,~~909~~746	37.2	%	39.20	%	38.10	%	39.4	%

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

	Three Months Ended June 30, 2025
	Three Months Ended September 30, 2025
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Gross Margin
As Reported	$	~~297~~290,~~367~~121	3938.19	%	$	~~114~~109,~~551~~903	99.98	%	$	97104,~~556~~207	1920.79	%	$	~~509~~504,~~474~~231	37.2	%
Adjustments (1)	—		—		—		—		1210,~~801~~420		2.61	%	1210,~~801~~420		0.98	%
As Adjusted	$	~~297~~290,~~367~~121	3938.19	%	$	~~114~~109,~~551~~903	99.98	%	$	~~110~~114,~~357~~627	2223.30	%	$	~~522~~514,~~275~~651	38.10	%

	Three Months Ended June 30, 2024
	Three Months Ended September 30, 2024
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Gross Margin
As Reported	$	~~336~~323,~~161~~035	3938.39	%	$	~~130~~123,~~801~~004	99.8	%	$	~~109~~125,~~717~~617	2224.56	%	$	~~576~~571,~~679~~656	39.20	%
Adjustments (1)	—		—		—		—		36,~~230~~090		01.72	%	36,~~230~~090		0.24	%
As Adjusted	$	~~336~~323,~~161~~035	3938.39	%	$	~~130~~123,~~801~~004	99.8	%	$	~~112~~131,~~947~~707	2325.28	%	$	~~579~~577,~~909~~746	39.4	%

(1)Changes in the Company’s deferred compensation obligations related to Protiviti operations are included in costs of services, while the related investment income is presented separately. The non-GAAP financial adjustments shown in the table above are to reclassify investment income from investments held in employee deferred compensation trusts to the same line item that includes the corresponding change in obligation. These adjustments have no impact on income before income taxes.

2426

Selling, General and Administrative Expenses. The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, lease expense, depreciation, cloud computing service costs and overhead costs. The Company’s reported selling, general and administrative expenses were $~~508~~491 million for the three months ended ~~June~~September 30, 2025, ~~increasing~~decreasing by 1.4.0% from $~~501~~511 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, reported selling, general and administrative expenses were 3736.12% in the ~~second~~third quarter of 2025, up from 34.09% in the ~~second~~third quarter of 2024. The Company’s adjusted selling, general and administrative expenses were $~~463~~453 million for the three months ended ~~June~~September 30, 2025, down 57.21% from $~~489~~488 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, adjusted selling, general and administrative expenses were 33.85% in the ~~second~~third quarter of 2025, up from 33.23% in the ~~second~~third quarter of 2024. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions, on a reported basis, were $~~319~~307 million for the three months ended ~~June~~September 30, 2025, ~~increasing~~decreasing by 3.24% from $~~309~~318 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 4241.01% in the ~~second~~third quarter of 2025, up from 3638.13% in the ~~second~~third quarter of 2024. As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 36.7% in the ~~second~~third quarter of 2025, up from 3435.98% in the ~~second~~third quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for permanent placement talent solutions were $~~111~~107 million for the three months ended ~~June~~September 30, 2025, decreasing by 46.42% from $~~116~~113 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 9796.06% in the ~~second~~third quarter of 2025, up from 8892.70% in the ~~second~~third quarter of 2024. As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 92.79% in the ~~second~~third quarter of 2025, up from 8789.59% in the ~~second~~third quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for Protiviti were $7877 million for the three months ended ~~June~~September 30, 2025, ~~increasing~~decreasing by 23.52% from $7680 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, selling, general and administrative expenses for Protiviti services were 15.75% in the ~~second~~third quarter of 2025, updown from 15.6% in the ~~second~~third quarter of 2024.

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

	Three Months Ended June 30,								Relationships
	Three Months Ended September 30,								Relationships
	As Reported				As Adjusted				As Reported				As Adjusted
	2025		2024		2025		2024		2025		2024		2025		2024
Selling, General and Administrative Expenses
Contract talent solutions	$	~~318~~306,~~871~~844	$	~~308~~317,~~886~~727	$	~~278~~273,~~944~~755	$	~~298~~297,~~015~~191	4241.01	%	3638.13	%	36.7	%	3435.98	%
Permanent placement talent solutions	~~111~~106,~~218~~404		~~116~~113,~~285~~421		~~106~~102,292		~~114~~110,~~653~~817		9796.06	%	8892.70	%	92.79	%	8789.59	%
Protiviti	77,~~845~~395		7579,~~965~~943		77,~~845~~395		7579,~~965~~943		15.75	%	15.6	%	15.75	%	15.6	%
Total	$	~~507~~490,~~934~~643	$	~~501~~511,~~136~~091	$	~~463~~453,~~081~~442	$	~~488~~487,~~633~~951	3736.12	%	34.09	%	33.85	%	33.23	%

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

	Three Months Ended June 30, 2025
	Three Months Ended September 30, 2025
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Selling, General and Administrative Expenses
As Reported	$	~~318~~306,~~871~~844	4241.01	%	$	~~111~~106,~~218~~404	9796.06	%	$	77,~~845~~395	15.75	%	$	~~507~~490,~~934~~643	3736.12	%
Adjustments (1)	(3933,~~927~~089)		(54.34	%)	(4,~~926~~112)		(4.3.7	%)	—		—		(4437,~~853~~201)		(32.37	%)
As Adjusted	$	~~278~~273,~~944~~755	36.7	%	$	~~106~~102,292	92.79	%	$	77,~~845~~395	15.75	%	$	~~463~~453,~~081~~442	33.85	%

2527

	Three Months Ended June 30, 2024
	Three Months Ended September 30, 2024
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Selling, General and Administrative Expenses
As Reported	$	~~308~~317,~~886~~727	3638.13	%	$	~~116~~113,~~285~~421	8892.70	%	$	7579,~~965~~943	15.6	%	$	~~501~~511,~~136~~091	34.09	%
Adjustments (1)	(1020,~~871~~536)		(1.2.5	%)	(12,~~632~~604)		(1.2.1	%)	—		—		(1223,~~503~~140)		(01.86	%)
As Adjusted	$	~~298~~297,~~015~~191	3435.98	%	$	~~114~~110,~~653~~817	8789.59	%	$	7579,~~965~~943	15.6	%	$	~~488~~487,~~633~~951	33.23	%

(1)Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in selling, general and administrative expenses, while the related investment income is presented separately. The non-GAAP financial adjustments shown in the table above are to reclassify investment income from investments held in employee deferred compensation trusts to the same line item that includes the corresponding change in obligation. These adjustments have no impact on income before income taxes.

Operating Income The Company’s operating income consists of gross margin less selling, general and administrative expenses. The Company’s reported operating income was $214 million for the three months ended ~~June~~September 30, 2025, down 9877.06% compared to $7661 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, reported operating income was 0.1.0% in the ~~second~~third quarter of 2025, down from 54.1% in the ~~second~~third quarter of 2024. The Company’s adjusted operating income was $5961 million for the three months ended ~~June~~September 30, 2025, down 3531.18% from $9190 million for the three months ended ~~June~~September 30, 2024. As a percentage of revenues, adjusted operating income was 4.35% in the ~~second~~third quarter of 2025, down from 6.21% in the ~~second~~third quarter of 2024. Since operating income is defined as gross margin less selling, general and administrative expenses, the year over year change is explained by factors previously discussed.

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

	Three Months Ended June 30,								Relationships
	Three Months Ended September 30,								Relationships
	As Reported				As Adjusted				As Reported				As Adjusted
	2025		2024		2025		2024		2025		2024		2025		2024
Operating income (loss)
Contract talent solutions	$	(2116,~~504~~723)	$	275,~~275~~308	$	1816,~~423~~366	$	3825,~~146~~844	(2.82	%)	30.26	%	2.42	%	43.51	%
Permanent placement talent solutions	3,~~333~~499		149,~~516~~583		87,~~259~~611		1612,~~148~~187		23.92	%	117.18	%	76.29	%	129.39	%
Protiviti	1926,~~711~~812		3345,~~752~~674		3237,~~512~~232		3651,~~982~~764		45.04	%	68.9	%	67.65	%	710.61	%
Total	$	113,~~540~~588	$	7560,~~543~~565	$	5961,~~194~~209	$	9189,~~276~~795	0.1.0	%	54.1	%	4.35	%	6.21	%

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

	Three Months Ended June 30, 2025
	Three Months Ended September 30, 2025
	Contract talent solutions				Permanent placement talent solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Operating income (loss)
As Reported	$	(2116,~~504~~723)	(2.82	%)	$	3,~~333~~499	23.92	%	$	1926,~~711~~812	45.04	%	$	113,~~540~~588	0.1.0	%
Adjustments (1)	3933,~~927~~089		54.24	%	4,~~926~~112		4.3.7	%	1210,~~801~~420		2.61	%	5747,~~654~~621		43.25	%
As Adjusted	$	1816,~~423~~366	2.42	%	$	87,~~259~~611	76.29	%	$	3237,~~512~~232	67.65	%	$	5961,~~194~~209	4.35	%

2628

	Three Months Ended June 30, 2024
	Three Months Ended September 30, 2024
	Contract talent solutions				Permanent placement talent solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Operating income
As Reported	$	275,~~275~~308	30.26	%	$	149,~~516~~583	117.18	%	$	3345,~~752~~674	68.9	%	$	7560,~~543~~565	54.1	%
Adjustments (1)	1020,~~871~~536		12.35	%	12,~~632~~604		1.2.1	%	36,~~230~~090		01.72	%	1529,~~733~~230		12.10	%
As Adjusted	$	3825,~~146~~844	43.51	%	$	1612,~~148~~187	129.39	%	$	3651,~~982~~764	710.61	%	$	9189,~~276~~795	6.21	%

(1)Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in operating income (loss). The non-GAAP financial adjustments shown in the table above are to reclassify investment income from investments held in employee deferred compensation trusts to the same line item that includes the corresponding change in obligation. These adjustments have no impact on income before income taxes.

Income from Investments Held in Employee Deferred Compensation Trusts. Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions. As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation plan obligations change and adjustments are recorded in selling, general and administrative expenses, or in the case of Protiviti, costs of services. The value of the related investment trust assets also changes by the equal and offsetting amount, leaving no net costs to the Company, and therefore no effect on reported net income. The Company’s income from investments held in employee deferred compensation trusts consists primarily of unrealized and realized gains and losses and dividend income from trust investments and is presented separately on the unaudited Condensed Consolidated Statements of Operations. The Company’s income from investments held in employee deferred compensation trusts was $5848 million and $1629 million for the three months ended ~~June~~September 30, 2025 and 2024, respectively. The income from trust investments during the ~~second~~third quarter of 2025 was due to positive market returns.

Provision for income taxes. The provision for income taxes was 3332.36% and 2931.32% for the three months ended ~~June~~September 30, 2025 and 2024, respectively. The higher tax rate for 2025 can be attributed to the increased impact of nondeductible expenses relative to lower pretax income.

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act (the “Tax Act”). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. The Company ~~continues~~does tonot ~~evaluate~~anticipate ~~the~~a material impact to income tax expense for the ~~new~~year ~~legislation~~ended ~~will~~December ~~have~~31, on2025, ~~the~~as ~~consolidated~~a ~~financial~~result ~~statements~~of the Tax Act.

~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

Service Revenues. The Company’s revenues were $24.7208 billion for the ~~six~~nine months ended ~~June~~September 30, 2025, a decrease of 7.76% compared to $24.9541 billion for the ~~six~~nine months ended ~~June~~September 30, 2024. Revenues from U.S. operations decreased 7.26% to $23.1317 billion (7877.29% of total revenue) for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $23.2944 billion (77.79% of total revenue) for the ~~six~~nine months ended ~~June~~September 30, 2024. Revenues from international operations decreased 97.56% to $~~594~~901 million (2122.81% of total revenue) for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~657~~976 million (22.31% of total revenue) for the ~~six~~nine months ended ~~June~~September 30, 2024. Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $12.5227 billion for the ~~six~~nine months ended ~~June~~September 30, 2025, decreasing by 1211.68% compared to revenues of $12.7457 billion for the ~~six~~nine months ended ~~June~~September 30, 2024. Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements. The decrease in contract talent solutions revenues for the ~~six~~nine months ended ~~June~~September 30, 2025, was primarily due to a 15.80% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 3.76% increase in average bill rates. On an adjusted basis, contract talent solutions revenues in the first ~~half~~three quarters of 2025 decreased 11.53% compared to the first ~~half~~three quarters of 2024. In the U.S., revenues in the first ~~half~~three quarters of 2025 decreased 11.30% on a reported basis, and decreased 10.76% on an adjusted basis, compared to the first ~~half~~three quarters of 2024. International revenues for the first ~~half~~three quarters of 2025 decreased 1614.75% on a reported basis, and decreased 1413.69% on an adjusted basis, compared to the first ~~half~~three quarters of 2024.

2729

Permanent placement talent solutions revenues were $~~227~~337 million for the ~~six~~nine months ended ~~June~~September 30, 2025, decreasing by 11.31% compared to revenues of $~~256~~379 million for the ~~six~~nine months ended ~~June~~September 30, 2024. Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement. The decrease in permanent placement ~~staffing~~talent solutions revenues for the ~~six~~nine months ended ~~June~~September 30, 2025, was due to an 14.83% decrease in the number of placements, partially offset by a 3.52% increase in average fees earned per placement. On an adjusted basis, permanent placement talent solutions revenues decreased 10.36% for the first ~~half~~three quarters of 2025 compared to the first ~~half~~three quarters of 2024. In the U.S., revenues for the first ~~half~~three quarters of 2025 decreased 1011.90% on a reported basis, and decreased 10.37% on an adjusted basis, compared to the first ~~half~~three quarters of 2024. International revenues for the first ~~half~~three quarters of 2025 decreased 1211.54% on a reported basis, and decreased 10.79% on an adjusted basis, compared to the first ~~half~~three quarters of 2024. Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions and this is expected to continue.

Protiviti revenues were $~~972~~1.47 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2025, increasing by 20.25% compared to revenues of $~~951~~1.46 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2024. Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates. The increase in Protiviti revenues for the ~~six~~nine months ended ~~June~~September 30, 2025, was due to a 5.6.5% increase in billable hours, partially offset by a 36.40% decrease in average hourly bill rates. On an adjusted basis, Protiviti revenues increased 30.18% for the first ~~half~~three quarters of 2025 compared to the first ~~half~~three quarters of 2024. In the U.S., revenues in the first ~~half~~three quarters of 2025 ~~increased~~decreased 01.84% on a reported basis, and ~~increased~~decreased 1.41% on an adjusted basis, compared to the first ~~half~~three quarters of 2024. International revenues in the first ~~half~~three quarters of 2025 increased 89.86% on a reported basis, and increased 98.37% on an adjusted basis, compared to the first ~~half~~three quarters of 2024.

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

	Global		United States		International
Contract talent solutions
As Reported	-1211.68	%	-11.30	%	-1614.75	%
Billing Days Impact	0.85	%	0.64	%	0.97	%
Currency Impact	0.30	%	―		1-0.21	%
As Adjusted	-11.53	%	-10.76	%	-1413.69	%
Permanent placement talent solutions
As Reported	-11.31	%	-1011.90	%	-1211.54	%
Billing Days Impact	0.85	%	0.63	%	1.0.6	%
Currency Impact	0.20	%	―		-0.81	%
As Adjusted	-10.36	%	-10.37	%	-10.79	%
Protiviti
As Reported	20.25	%	0-1.84	%	89.86	%
Billing Days Impact	1.0.6	%	0.63	%	10.28	%
Currency Impact	-0.13	%	―		-01.7	%
As Adjusted	30.18	%	-1.41	%	98.37	%

Gross Margin. The Company’s gross margin dollars were $1.0151 billion for the ~~six~~nine months ended ~~June~~September 30, 2025, down 11.56% from $1.1471 billion for the ~~six~~nine months ended ~~June~~September 30, 2024. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars for contract talent solutions were $~~594~~884 million for the ~~six~~nine months ended ~~June~~September 30, 2025, down 1312.54% from $~~687~~1.01 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, gross margin dollars for contract talent solutions were 39.0% in the first ~~half~~three quarters of 2025, down from 39.43% in the first ~~half~~three quarters of 2024.

2830

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses. Gross margin dollars for permanent placement talent solutions were $~~227~~337 million for the ~~six~~nine months ended ~~June~~September 30, 2025, down 11.31% from $~~255~~378 million for the ~~six~~nine months ended ~~June~~September 30, 2024. Because reimbursable expenses for permanent placement talent solutions are de minimis, the decrease in gross margin dollars is substantially explained by the decrease in revenues previously discussed.

Gross margin dollars for Protiviti represent revenues less costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses. The primary drivers of Protiviti’s gross margin are: i) the relative composition of and number of professional staff and their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s Protiviti staff. Gross margin dollars for Protiviti were $~~188~~292 million for the ~~six~~nine months ended ~~June~~September 30, 2025, down 4.9.6% from $~~197~~323 million for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, reported gross margin dollars for Protiviti were 19.39% in the first ~~half~~three quarters of 2025, down from 2022.81% in the first ~~half~~three quarters of 2024. As a percentage of revenues, adjusted gross margin dollars for Protiviti were 2021.2% in the first ~~half~~three quarters of 2025, down from 2223.03% in the first ~~half~~three quarters of 2024. The year-over-year decrease in adjusted gross margin percentage was primarily due to the relative composition of and number of professional staff and their respective pay and bill rates.

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

	Six Months Ended June 30,								Relationships
	Nine Months Ended September 30,								Relationships
	As Reported				As Adjusted				As Reported				As Adjusted
	2025		2024		2025		2024		2025		2024		2025		2024
Gross Margin
Contract talent solutions	$	~~594~~884,~~300~~421	$	~~686~~1,~~731~~009,766	$	~~594~~884,~~300~~421	$	~~686~~1,~~731~~009,766	39.0	%	39.43	%	39.0	%	39.43	%
Permanent placement talent solutions	~~226~~336,~~412~~315		~~255~~378,~~349~~353		~~226~~336,~~412~~315		~~255~~378,~~349~~353		99.8	%	99.8	%	99.8	%	99.8	%
Protiviti	~~187~~292,~~807~~014		~~197~~323,~~396~~013		~~196~~311,~~569~~196		~~208~~340,~~983~~690		19.39	%	2022.81	%	2021.2	%	2223.03	%
Total	$	1,~~008~~512,~~519~~750	$	1,~~139~~711,~~476~~132	$	1,~~017~~531,~~281~~932	$	1,~~151~~728,~~063~~809	37.1	%	38.68	%	37.46	%	39.02	%

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

	Six Months Ended June 30, 2025
	Nine Months Ended September 30, 2025
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Gross Margin
As Reported	$	~~594~~884,~~300~~421	39.0	%	$	~~226~~336,~~412~~315	99.8	%	$	~~187~~292,~~807~~014	19.39	%	$	1,~~008~~512,~~519~~750	37.1	%
Adjustments (1)	—		—		—		—		819,~~762~~182		01.93	%	819,~~762~~182		0.35	%
As Adjusted	$	~~594~~884,~~300~~421	39.0	%	$	~~226~~336,~~412~~315	99.8	%	$	~~196~~311,~~569~~196	2021.2	%	$	1,~~017~~531,~~281~~932	37.46	%

	Six Months Ended June 30, 2024
	Nine Months Ended September 30, 2024
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Gross Margin
As Reported	$	~~686~~1,~~731~~009,766	39.43	%	$	~~255~~378,~~349~~353	99.8	%	$	~~197~~323,~~396~~013	2022.81	%	$	1,~~139~~711,~~476~~132	38.68	%
Adjustments (1)	—		—		—		—		1117,~~587~~677		1.2	%	1117,~~587~~677		0.4	%
As Adjusted	$	~~686~~1,~~731~~009,766	39.43	%	$	~~255~~378,~~349~~353	99.8	%	$	~~208~~340,~~983~~690	2223.03	%	$	1,~~151~~728,~~063~~809	39.02	%

2931

Selling, General and Administrative Expenses. The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, ~~variable~~lease ~~overhead~~expense, depreciation, cloud computing service costs and ~~occupancy~~overhead costs. The Company’s reported selling, general and administrative expenses were $~~968~~1.46 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2025, down 5.4.9% from $1.0253 billion for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, reported selling, general and administrative expenses were 35.68% in the first ~~half~~three quarters of 2025, up from 34.78% in the first ~~half~~three quarters of 2024. The Company’s adjusted selling, general and administrative expenses were $~~939~~1.39 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2025, down 34.78% from $~~975~~1.46 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, adjusted selling, general and administrative expenses were 34.52% in the first ~~half~~three quarters of 2025, up from 33.12% in the first ~~half~~three quarters of 2024. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions, on an as-reported basis, were $~~595~~902 million for the ~~six~~nine months ended ~~June~~September 30, 2025, decreasing by 75.19% from $~~640~~958 million for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 39.17% in the first ~~half~~three quarters of 2025, up from 3637.82% in the first ~~half~~three quarters of 2024. Selling, general and administrative expenses for contract talent solutions, on an adjusted basis, were $569 million for the six months ended June 30, 2025, down 4.9% from $598 million for the six months ended June 30, 2024. As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 37.41% in the first ~~half~~three quarters of 2025, up from 34.48% in the first ~~half~~three quarters of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.

Selling, general and administrative expenses for permanent placement talent solutions were $~~217~~324 million for the ~~six~~nine months ended ~~June~~September 30, 2025, decreasing by 6.75% from $~~233~~346 million for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 9596.81% in the first ~~half~~three quarters of 2025, up from 91.03% in the first ~~half~~three quarters of 2024. As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 94.60% in the first ~~half~~three quarters of 2025, up from 8889.92% in the first ~~half~~three quarters of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.

Selling, general and administrative expenses for Protiviti were $~~156~~233 million for the ~~six~~nine months ended ~~June~~September 30, 2025, increasing by 41.05% from $~~149~~230 million for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, selling, general and administrative expenses for Protiviti were 1615.09% in the first ~~half~~three quarters of 2025, up from 15.7% in the first ~~half~~three quarters of 2024.

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

	Six Months Ended June 30,								Relationships
	Nine Months Ended September 30,								Relationships
	As Reported				As Adjusted				As Reported				As Adjusted
	2025		2024		2025		2024		2025		2024		2025		2024
Selling, General and Administrative Expenses
Contract talent solutions	$	~~595~~901,~~083~~927	$	~~640~~958,~~474~~201	$	~~569~~842,~~186~~941	$	~~598~~895,~~467~~658	39.17	%	3637.82	%	37.41	%	34.48	%
Permanent placement talent solutions	~~217~~323,~~353~~757		~~232~~346,~~861~~282		~~214~~316,~~529~~821		~~227~~338,~~346~~163		9596.81	%	91.03	%	94.60	%	8889.92	%
Protiviti	~~155~~233,~~661~~056		~~149~~229,~~700~~643		~~155~~233,~~661~~056		~~149~~229,~~700~~643		1615.09	%	15.7	%	1615.09	%	15.7	%
Total	$	~~968~~1,~~097~~458,740	$	1,~~023~~534,~~035~~126	$	~~939~~1,~~376~~392,818	$	~~975~~1,~~513~~463,464	35.68	%	34.78	%	34.52	%	33.12	%

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

	Six Months Ended June 30, 2025
	Nine Months Ended September 30, 2025
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Selling, General and Administrative Expenses
As Reported	$	~~595~~901,~~083~~927	39.17	%	$	~~217~~323,~~353~~757	9596.81	%	$	~~155~~233,~~661~~056	1615.09	%	$	~~968~~1,~~097~~458,740	35.68	%
Adjustments (1)	(2558,~~897~~986)		(12.76	%)	(26,~~824~~936)		(1.2.1	%)	—		—		(2865,~~721~~922)		(1.16	%)
As Adjusted	$	~~569~~842,~~186~~941	37.41	%	$	~~214~~316,~~529~~821	94.60	%	$	~~155~~233,~~661~~056	1615.09	%	$	~~939~~1,~~376~~392,818	34.52	%

3032

	Six Months Ended June 30, 2024
	Nine Months Ended September 30, 2024
	Contract Talent Solutions				Permanent Placement Talent Solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Selling, General and Administrative Expenses
As Reported	$	~~640~~958,~~474~~201	3637.82	%	$	~~232~~346,~~861~~282	91.03	%	$	~~149~~229,~~700~~643	15.7	%	$	1,~~023~~534,~~035~~126	34.78	%
Adjustments (1)	(4262,~~007~~543)		(2.4	%)	(58,~~515~~119)		(2.1	%)	—		—		(4770,~~522~~662)		(1.6	%)
As Adjusted	$	~~598~~895,~~467~~658	34.48	%	$	~~227~~338,~~346~~163	8889.92	%	$	~~149~~229,~~700~~643	15.7	%	$	~~975~~1,~~513~~463,464	33.12	%

Operating Income The Company’s operating income consists of gross margin less selling, general and administrative expenses. The Company’s reported operating income was $4054 million for the ~~six~~nine months ended ~~June~~September 30, 2025, down 6569.35% compared to $~~116~~177 million for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, reported operating income was 1.53% in the first ~~half~~three quarters of 2025, down from 34.90% in the first ~~half~~three quarters of 2024. The Company’s adjusted operating income was $78139 million for the ~~six~~nine months ended ~~June~~September 30, 2025, down 5547.6% from $~~176~~265 million for the ~~six~~nine months ended ~~June~~September 30, 2024. As a percentage of revenues, adjusted operating income was 23.94% in the first ~~half~~three quarters of 2025, down from 6.0% in the first ~~half~~three quarters of 2024. Since operating income is defined as gross margin less selling, general and administrative expenses, the year over year change is explained by factors previously discussed.

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

	Six Months Ended June 30,								Relationships
	Nine Months Ended September 30,								Relationships
	As Reported				As Adjusted				As Reported				As Adjusted
	2025		2024		2025		2024		2025		2024		2025		2024
Operating income (loss)
Contract talent solutions	$	(~~783~~17,506)	$	4651,~~257~~565	$	2541,~~114~~480	$	88114,~~264~~108	(0.18	%)	2.70	%	1.68	%	54.14	%
Permanent placement talent solutions	912,~~059~~558		2232,~~488~~071		1119,~~883~~494		2840,~~003~~190		43.07	%	8.85	%	5.28	%	10.96	%
Protiviti	3258,~~146~~958		4793,~~696~~370		4078,~~908~~140		59111,~~283~~047		34.30	%	56.04	%	45.23	%	67.26	%
Total	$	4054,~~422~~010	$	~~116~~177,~~441~~006	$	77139,~~905~~114	$	~~175~~265,~~550~~345	1.53	%	34.90	%	23.94	%	6.0	%

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

	Six Months Ended June 30, 2025
	Nine Months Ended September 30, 2025
	Contract talent solutions				Permanent placement talent solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Operating income (loss)
As Reported	$	(~~783~~17,506)	(0.18	%)	$	912,~~059~~558	43.07	%	$	3258,~~146~~958	34.30	%	$	4054,~~422~~010	1.53	%
Adjustments (1)	2558,~~897~~986		12.76	%	26,~~824~~936		1.2.1	%	819,~~762~~182		01.93	%	3785,~~483~~104		12.41	%
As Adjusted	$	2541,~~114~~480	1.68	%	$	1119,~~883~~494	5.28	%	$	4078,~~908~~140	45.23	%	$	77139,~~905~~114	23.94	%

3133

	Six Months Ended June 30, 2024
	Nine Months Ended September 30, 2024
	Contract talent solutions				Permanent placement talent solutions				Protiviti				Total
	$		% of Revenue		$		% of Revenue		$		% of Revenue		$		% of Revenue
Operating income
As Reported	$	4651,~~257~~565	2.70	%	$	2232,~~488~~071	8.85	%	$	4793,~~696~~370	56.04	%	$	~~116~~177,~~441~~006	34.90	%
Adjustments (1)	4262,~~007~~543		2.4	%	58,~~515~~119		2.1	%	1117,~~587~~677		1.2	%	5988,~~109~~339		2.10	%
As Adjusted	$	88114,~~264~~108	54.14	%	$	2840,~~003~~190	10.96	%	$	59111,~~283~~047	67.26	%	$	~~175~~265,~~550~~345	6.0	%

Income from Investments Held in Employee Deferred Compensation Trusts. Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions. As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation plan obligations change and adjustments are recorded in selling, general and administrative expenses, or in the case of Protiviti, costs of services. The value of the related investment trust assets also changes by the equal and offsetting amount, leaving no net costs to the Company. The Company’s income from investments held in employee deferred compensation trusts consists primarily of unrealized and realized gains and losses, and dividend income from trust investments, and is presented separately on the unaudited Condensed Consolidated Statements of Operations. The Company’s income from investments held in employee deferred compensation trusts was $3785 million and $5988 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The income from trust investments was due to positive market returns during the first ~~half~~three quarters of 2025.

Provision for income taxes. The provision for income taxes was 3031.3% and 2930.51% for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The higher tax rate for 2025 can be attributed to the increased impact of nondeductible expenses relative to lower pretax income.

Liquidity and Capital Resources

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

Cash and cash equivalents were $~~381~~365 million and $~~547~~570 million at ~~June~~September 30, 2025 and 2024, respectively. Operating activities provided net cash flows of $60137 million during the ~~six~~nine months ended ~~June~~September 30, 2025, offset by $4963 million and $~~192~~272 million of net cash used in investing activities and financing activities, respectively. Operating activities provided net cash flows of $~~126~~255 million during the ~~six~~nine months ended ~~June~~September 30, 2024, offset by $3858 million and $~~258~~362 million of net cash used in investing activities and financing activities, respectively. Fluctuations in foreign currency exchange rates had the effect of increasing reported cash and cash equivalents by $2425 million during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to aan ~~decrease~~increase of $153 million during the ~~six~~nine months ended ~~June~~September 30, 2024.

Operating activities—Net cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025, was $60137 million. This was composed of net income of $58101 million adjusted upward for non-cash items of $4660 million, offset by net cash used in changes in working capital of $4424 million. Net cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2024, was $~~126~~255 million. This was composed of net income of $~~132~~197 million adjusted upward for non-cash items of $1927 million, ~~offset~~and by net cash ~~used~~provided inby changes in working capital of $2531 million.

Investing activities—Cash used in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2025, was $4963 million. This was composed of capital expenditures of $2841 million, investments in employee deferred compensation trusts of $5158 million and payments for acquisitions of $1011 million, partially offset by proceeds from employee deferred compensation trust redemptions of $4047 million. Cash used in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2024, was $3858 million. This was composed of capital expenditures of $2442 million and investments in employee deferred compensation trusts of $4350 million, partially offset by proceeds from employee deferred compensation trust redemptions of $2934 million.

3234

Capital expenditures, including $1321 million for cloud computing arrangements, for the ~~six~~nine months ended ~~June~~September 30, 2025, totaled $4162 million, approximately 6465% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s sustainability and future growth opportunities. Capital expenditures for cloud computing arrangements are included in cash flows from operating activities on the Company’s Condensed Consolidated Statements of Cash Flows. Capital expenditures included amounts spent on tenant improvements and furniture and equipment in the Company’s leased offices. The Company currently expects that 2025 capital expenditures will range from $75 million to $90 million, of which $55 million to $65 million relates to software initiatives and technology infrastructure, including capitalized costs related to implementation of cloud computing arrangements.

Financing activities—Cash used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2025, was $~~192~~272 million. This included repurchases of $7192 million in common stock and $~~121~~180 million in dividends paid to stockholders. Cash used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2024, was $~~258~~362 million. This included repurchases of $~~146~~196 million in common stock and $~~112~~166 million in dividends paid to stockholders.

As of ~~June~~September 30, 2025, the Company is authorized to repurchase, from time to time, up to 65.26 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company repurchased 1.17 million shares, at a cost of $5980 million, and 12.75 million shares, at a cost of $~~121~~171 million, on the open market, respectively. Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of exercise price and applicable statutory withholding taxes. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, such repurchases totaled 0.2 million shares, at a cost of $11 million, and 0.3 million shares, at a cost of $22 million, respectively. Repurchases of shares have been funded with cash generated from operations and from cash reserves.

The Company’s working capital at ~~June~~September 30, 2025, included $~~381~~365 million in cash and cash equivalents, and $~~827~~838 million in net accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience. The Company expects that internally generated cash will be sufficient to support the working capital needs of the Company, the Company’s fixed payments, dividends, and other obligations on both a short-term and long-term basis.

There is limited visibility into future cash flows as the Company’s revenues and net income are largely dependent on macroeconomic conditions. The Company’s variable direct costs related to its contract talent solutions business will largely fluctuate in relation to its revenues.

On May 28, 2025, the Company entered into a $100.0 million credit agreement (the “2025 Credit Agreement”) which matures in May 2030. Borrowings under the 2025 Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the adjusted term Secured Overnight Financing Rate (“SOFR”), or an alternative base rate, plus an applicable margin. The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of ~~June~~September 30, 2025. As of ~~June~~September 30, 2025, the Company had no cash borrowings under the 2025 Credit Agreement, and maintained $10.2 1 million in standby letters of credit to satisfy workers’ compensation insurer’s collateral requirements.

On ~~August~~October 430, 2025, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of ~~August~~November 25, 2025. The dividend will be paid on ~~September~~December 15, 2025.

Material Cash Requirements from Contractual Obligations

Leases. As of ~~June~~September 30, 2025, the Company reported current and long-term operating lease liabilities of $6970 million and $~~175~~171 million, respectively. These balances consist of the minimum rental commitments for ~~July~~October 2025 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of ~~June~~September 30, 2025.

The majority of these leases are for real estate. In the event the Company vacates a location prior to the end of the lease term, the Company may be obliged to continue making lease payments. For further information, see Note G—“Leases” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.

Purchase Obligations. Purchase obligations are discussed in more detail in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to the Company’s contractual purchase obligations during the first ~~half~~three quarters of 2025.

3335

Employee Deferred Compensation Plan. As of ~~June~~September 30, 2025, the Company reported employee deferred compensation plan obligations of $~~700~~751 million in its accompanying unaudited Condensed Consolidated Statements of Financial Position. The balances are due to employees based upon elections they make at the time of deferring their funds. The timing of these payments may change based upon factors including termination of the Company’s employment arrangement with a participant. These obligations are funded through contributions to investment trusts, whose assets as of ~~June~~September 30, 2025, exceeded the obligations. Assets of these plans are held by an independent trustee for the sole benefit of participating employees and consist of money market funds and mutual funds. For further information, see Note J—“Employee Deferred Compensation Plan Obligations” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Because a portion of the Company’s net revenues is derived from its operations outside the U.S. and is denominated in local currencies, the Company is exposed to the impact of foreign currency fluctuations. The Company’s exposure to foreign currency exchange rates relates primarily to the Company’s foreign subsidiaries. Exchange rates impact the U.S. dollar value of the Company’s reported revenues, expenses, earnings, assets and liabilities.

For the ~~six~~nine months ended ~~June~~September 30, 2025, approximately 2122.81% of the Company’s revenues were generated outside of the U.S. These operations transact business in their functional currency, which is the same as their local currency. As a result, fluctuations in the value of foreign currencies against the U.S. dollar, particularly the Australian dollar, Brazilian real, British pound, Canadian dollar and Euro, have an impact on the Company’s reported results. Under GAAP, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the period. Consequently, as the value of the U.S. dollar changes relative to the currencies of the Company’s international markets, the Company’s reported results vary.

During the first ~~six~~nine months of 2025, the U.S. dollar fluctuated, ~~strengthening~~weakening against the ~~Australian~~British ~~dollar,~~pound ~~Brazilian real~~ and ~~Canadian dollar~~Euro, ~~while~~and ~~weakening~~strengthening against the ~~British~~Australian ~~pound~~dollar, Brazilian real and ~~Euro,~~Canadian dollar compared to the same period one year ago. Foreign currency exchange rates had the effect of ~~decreasing~~increasing reported service revenues by $45.20 million, or 0.1%, in the first ~~half~~nine months of 2025 compared to the same period one year ago. The ~~general~~fluctuation ~~strengthening~~ of the U.S. dollar also affected the reported level of expenses incurred in the Company’s international operations. Because substantially all the Company’s international operations generated revenues and incurred expenses within the same country and currency, the effect of ~~lower~~higher reported revenues is largely offset by the ~~decrease~~increase in reported operating expenses. Reported net income was $0.1 million, or 0.45%, lower in the first nine ~~half~~months of 2025, compared to the same period one year ago due to the effect of currency exchange rates. If currency exchange rates were to remain at ~~June~~September 30, 2025 levels throughout the remainder of 2025, the currency impact on the Company’s full-year reported revenues and operating expenses would be consistent with the first ~~half~~nine months of 2025 results. Should current trends continue, the impact to reported net income would be immaterial.

For the one month ended July 31, 2025, the U.S. dollar has generally weakened since June 30, 2025, against the primary currencies in which the Company conducts business. If foreign currency exchange rates were to remain at July 2025 levels throughout 2025, the currency impact on the Company’s full-year reported revenues would be favorable, offset by an unfavorable impact on operating expenses. These results will likely have an immaterial impact on reported net income.

Fluctuations in foreign currency exchange rates impact the U.S. dollar amount of the Company’s stockholders’ equity. The assets and liabilities of the Company’s international subsidiaries are translated into U.S. dollars at the exchange rates in effect at period end. The resulting translation adjustments are recorded in stockholders’ equity as a component of accumulated other comprehensive loss. Although currency fluctuations impact the Company’s reported results and shareholders’ equity, such fluctuations generally do not affect cash flow or result in actual economic gains or losses. The Company generally has few cross-border transfers of funds, which consist of dividends from the Company’s foreign subsidiaries and transfers to and from the U.S. related to intercompany working capital requirements.

ITEM 4. Controls and Procedures

Management, including the Company’s President and Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In accordance with this review, no material changes to controls and procedures were made in the three months ended ~~June~~September 30, 2025.

3536

PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no material developments with regard to any of the legal proceedings previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024.

ITEM 1A. Risk Factors

For a discussion of the Company’s potential risks and uncertainties, see the information under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) and its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

	TotalNumberof SharesPurchased		AveragePrice Paidper Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be PurchasedUnder Publicly AnnouncedPlans (c)
April 1, 2025 to April 30, 2025	202	(a)	$	43.68	—	6,611,589
July 1, 2025 to July 31, 2025	50,000		$	37.65	50,000	6,101,085
May 1, 2025 to May 31, 2025	100,000		$	46.08	100,000	6,511,589
August 1, 2025 to August 31, 2025	150,262	(a)	$	34.93	150,000	5,951,085
June 1, 2025 to June 30, 2025	361,674	(b)	$	42.97	360,504	6,151,085
September 1, 2025 to September 30, 2025	374,230	(b)	$	35.03	373,650	5,577,435
Total April 1, 2025 to June 30, 2025	461,876				460,504
Total July 1, 2025 to September 30, 2025	574,492				573,650

(a)~~Represents~~Includes 262 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes.

(b)Includes ~~1,170~~580 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes.

(c)Commencing in October 1997, the Company’s Board of Directors has, at various times, authorized the repurchase, from time to time, of the Company’s common stock on the open market or in privately negotiated transactions depending on market conditions. Since plan inception, a total of 138,000,000 shares have been authorized for repurchase, of which ~~131~~132,~~848~~422,~~915~~565 shares have been repurchased as of ~~June~~September 30, 2025.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosure

Not applicable.

ITEM 5. Other Information

None.

3.1			Restated Certificate of Incorporation of Robert Half Inc., incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated July 17, 2023.
3.2			Amended and Restated By-Laws of Robert Half Inc., incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 10-Q dated May 2, 2024.
31.1			Rule 13a-14(a) Certification of Chief Executive Officer.
31.2			Rule 13a-14(a) Certification of Chief Financial Officer.
32.1			Section 1350 Certification of Chief Executive Officer.
32.2			Section 1350 Certification of Chief Financial Officer.
101.1			Part I, Item 1 of this Form 10-Q formatted in Inline XBRL.
104			Cover page of this Form 10-Q formatted in Inline XBRL and contained in Exhibit 101.

ITEM 6. Exhibits


3.1			Restated Certificate of Incorporation of Robert Half Inc., incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated July 17, 2023.

3.2			Amended and Restated By-Laws of Robert Half Inc., incorporated by reference to Exhibit 3.2 to Regist rant’s Current Report on Form 10-Q dated May 2, 2024.

31.1			Rule 13a-14(a) Certification of Chief Executive Officer.

31.2			Rule 13a-14(a) Certification of Chief Financial Officer.

32.1			Section 1350 Certification of Chief Executive Officer.

32.2			Section 1350 Certification of Chief Financial Officer.

101.1			Part I, Item 1 of this Form 10-Q formatted in Inline XBRL.

104			Cover page of this Form 10-Q formatted in Inline XBRL and contained in Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			ROBERT HALF INC. (Registrant)

			/s/Michael C. Buckley
			Michael C. Buckley Executive Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)

Date: ~~August~~October 531, 2025

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