Form 8-K

8-K — BARRETT BUSINESS SERVICES INC

Accession: 0001193125-26-447227

Filed: 2026-11-04

Period: 2026-11-04

CIK: 0000902791

SIC: 7363 (SERVICES-HELP SUPPLY SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bbsi-20261104.htm (Primary)

EX-99.1 (bbsi-ex99_1.htm)

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8-K

8-K (Primary)

Filename: bbsi-20261104.htm · Sequence: 1

8-K

0000902791false00009027912026-11-042026-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 04, 2026

BARRETT BUSINESS SERVICES, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

0-21886

52-0812977

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8100 NE Parkway Drive

Vancouver, Washington

98662

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (360) 828-0700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.01 per share

BBSI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2026, Barrett Business Services, Inc. (the “Company”), issued a news release announcing its financial results for the third quarter ended September 30, 2026. The release also provides management’s expectations for certain key performance metrics for 2026. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On November 4, 2026, the Company announced that its Board of Directors has declared a regular quarterly cash dividend of $0.08 per share. The dividend is payable on December 4, 2026 to all stockholders of record as of November 20, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

News Release dated November 4, 2026*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith

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.

BARRETT BUSINESS SERVICES, INC.

Registrant

Dated: November 4, 2026

By:

/s/ Anthony J. Harris

Anthony J. Harris

Executive Vice President and Chief Financial Officer and Treasurer

EX-99.1

Filename: bbsi-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

BBSI Reports Third Quarter 2026 Financial Results

- Revenues up 5% to $334.1 Million and Gross Billings up 3% to $2.40 Billion -

VANCOUVER, Washington, November 4, 2026 – Barrett Business Services, Inc. (“BBSI” or the “Company”) (NASDAQ: BBSI), a leading provider of business management solutions, reported financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Financial Summary vs. Year-Ago Quarter

•

Revenues up 5% to $334.1 million.

•

Gross billings up 3% to $2.40 billion.

•

Average worksite employees (“WSEs”) up 0.6%.

•

Net income of $16.8 million, or $0.69 per diluted share, compared to net income of $20.6 million, or $0.79 per diluted share.

“BBSI delivered third quarter results in line with our expectations, reflecting continued execution against our controllable growth initiatives and disciplined operational management,” said Gary Kramer, President and CEO of BBSI. “Although client hiring trends remain soft, we are encouraged by improving conditions in the workers’ compensation market and our continued ability to secure rate increases. Combined with consistent execution across our controllable growth initiatives, these trends position us to build on our operating foundation as we move into 2027. We remain focused on disciplined growth, delivering value to our clients and strengthening our platform for long-term success.”

Third Quarter 2026 Financial Results

Revenues in the third quarter of 2026 increased 5% to $334.1 million compared to $318.9 million in the third quarter of 2025.

Total gross billings in the third quarter of 2026 increased 3% to $2.40 billion compared to $2.32 billion in the same year-ago quarter (see “Key Performance Metrics” below). The increase was driven by growth in professional employer (“PEO”) services, primarily resulting from increased WSEs from net new clients, as well as higher average billings per WSE per day.

Workers’ compensation expense as a percent of gross billings was 2.4% in the third quarter of 2026, which included favorable prior year liability and premium adjustments of $0.8 million. This compares to 2.2% in the third quarter of 2025, which included favorable prior year liability and premium adjustments of $3.9 million.

Net income for the third quarter of 2026 was $16.8 million, or $0.69 per diluted share, compared to net income of $20.6 million, or $0.79 per diluted share, in the year-ago quarter.

Liquidity

As of September 30, 2026, unrestricted cash and investments were $73.7 million compared to $67.9 million as of June 30, 2026. BBSI remained debt free at quarter end.

Capital Allocation

Continuing under the Company’s stock repurchase program established in August 2025, BBSI repurchased $9.0 million of common stock in the third quarter, comprising 273,695 shares at an average price of $33.01. At September 30, 2026, approximately $31.2 million remained available under the $100 million repurchase program.

The Company paid $1.9 million of dividends in the quarter, and BBSI’s board of directors confirmed its next regular quarterly cash dividend at $0.08 per share. The cash dividend will be paid on December 4, 2026, to all stockholders of record as of November 20, 2026.

Through a combination of stock repurchases and dividends, year-to-date capital returned to shareholders totaled more than $50 million.

Outlook

The calendar-year outlook for 2026 is as follows:

•

Gross billings growth of 3% to 4%.

•

Growth in the average number of WSEs of 1% to 2%.

•

Gross margin as a percent of gross billings of 2.70% to 2.75%.

•

Effective annual tax rate to remain at 26% to 27%, excluding the one-time charge related to prior-year tax credits.

Conference Call

BBSI will conduct a conference call on Wednesday, November 4, 2026, at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to discuss its financial results for the third quarter ended September 30, 2026.

BBSI’s CEO Gary Kramer and CFO Anthony Harris will host the conference call, followed by a question and answer period.

Date: Wednesday, November 4, 2026

Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)

Toll-free dial-in number: 1-800-717-1738

International dial-in number: 1-646-307-1865

Conference ID: 1199707

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at 1-949-574-3860.

The conference call will be broadcast live and available for replay here and via the Investors section of the BBSI website at ir.bbsi.com.

A replay of the conference call will be available after 8:00 p.m. Eastern time on the same day through December 4, 2026.

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 1199707

Key Performance Metrics and Non-GAAP Financial Measures

During the first quarter of 2026, the Company recorded tax-effected charges of $11.6 million related to the disallowance of certain wage-based tax credits claimed in prior years. This charge was recorded within provision for income taxes on our condensed consolidated statements of operations. We have excluded this charge from our non-GAAP measures as it relates to prior periods and is not indicative of our current or future operational performance.

The reconciliation of net income and diluted income per share to non-GAAP net income and non-GAAP diluted income per share for the nine months ended September 30, 2026 is shown in the table below (in thousands, except per share amounts):

(Unaudited)

Nine Months Ended

September 30,

2026

Net Income

Diluted Income Per Share

GAAP net income

14,817

0.60

Non-recurring tax adjustment

11,565

0.46

Non-GAAP net income

26,382

1.06

Weighted average number of

diluted common shares outstanding

24,830

We report PEO revenues net of direct payroll costs because we are not the primary obligor for wage payments to our clients’ employees. However, management believes that gross billings and wages are useful in understanding the volume of our business activity and serve as important performance metrics in managing our operations, including the preparation of internal operating forecasts and establishing executive compensation performance goals. We therefore present for purposes of analysis gross billings and wage information for the three and nine months ended September 30, 2026 and 2025.

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2026

2025

2026

2025

Gross billings

2,395,362

2,321,852

6,849,493

6,644,993

PEO and staffing wages

2,074,863

2,017,499

5,923,756

5,766,932

In monitoring and evaluating the performance of our operations, management also reviews the following ratios, which represent selected amounts as a percentage of gross billings. Management believes these ratios are useful in understanding the efficiency and profitability of our service offerings.

(Unaudited)

Percentage of Gross Billings

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

PEO and staffing wages

86.6%

86.9%

86.5%

86.8%

Payroll taxes

6.7%

7.2%

Benefit costs

1.3%

0.9%

1.3%

0.9%

Workers' compensation

2.4%

2.2%

2.4%

2.2%

Gross margin

3.0%

3.3%

2.6%

2.9%

We refer to employees of our PEO clients as WSEs. Management reviews average and ending WSE growth to monitor and evaluate the performance of our operations. Average WSEs are calculated by dividing the number of unique individuals paid in each month by the number of months in the period. Ending WSEs represents the number of unique individuals paid in the last month of the period.

(Unaudited)

Three Months Ended September 30,

2026

Year-over-year

% Growth

2025

Year-over-year

% Growth

Average WSEs

142,319

0.6%

141,492

6.1%

Ending WSEs

142,020

1.1%

140,409

5.8%

(Unaudited)

Nine Months Ended September 30,

2026

Year-over-year

% Growth

2025

Year-over-year

% Growth

Average WSEs

139,067

1.0%

137,640

7.2%

Ending WSEs

142,020

1.1%

140,409

5.8%

About BBSI

BBSI (NASDAQ: BBSI) is a leading provider of business management solutions, combining human resource outsourcing and professional management consulting to create a unique operational platform that differentiates it from competitors. The Company’s integrated platform is built upon expertise in payroll processing, employee benefits, workers’ compensation coverage, risk management and workplace safety programs, and human resource administration. BBSI’s partnerships help businesses of all sizes improve the efficiency of their operations. The Company works with more than 8,200 PEO clients in all 50 states. For more information, please visit www.bbsi.com.

Forward-Looking Statements

Statements in this release about future events and financial outlook are forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could affect future results include: our ability to retain current clients and attract new clients; technology implementation and disruption, including the displacement of employees through the adoption of AI and automation by our clients; the outcome of audits and other determinations by the IRS; difficulties associated with integrating clients into our operations; economic trends in the Company’s service areas and the potential effects of changing governmental policies, including those related to immigration, tariffs, other trade policies, or climate regulation; risks to our business and the business of our clients arising from current or future tariffs or other trade restrictions, supply chain issues, changes in labor force, or geopolitical instability, including the wars in Ukraine and Iran, other conflicts in the Middle East, and the potential for future conflicts or disruptions in other parts of the world; natural disasters; the potential for material deviations from expected future workers’ compensation claims experience; changes in the workers’ compensation regulatory environment in the Company’s primary markets; PEO client benefit costs, particularly with regard to health insurance benefits; security breaches or failures in the Company’s information technology systems; collectability of accounts receivable; changes in executive management; changes in effective payroll tax rates and federal and state income tax rates; the carrying values of deferred income tax assets and goodwill (which may be affected by our future operating results); the effects of inflation on our operating expenses and those of our clients; the impact of and potential changes to the Patient Protection and Affordable Care Act, escalating medical costs, and other health care legislative initiatives on our business; the impact of the One Big Beautiful Bill Act and other recently enacted legislation on our business; the effect of changing monetary policy, interest rates and conditions in the global capital markets on the Company’s investment portfolio; and the availability of capital, borrowing capacity on our revolving credit facility, or letters of credit necessary to meet state-mandated surety deposit requirements for maintaining our status as a qualified self-insured employer for workers’ compensation coverage or our insured program. Other important factors that may affect the Company’s prospects are described in the Company’s 2025 Annual Report on Form 10-K and in subsequent reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Although forward-looking statements help to provide complete information about the Company, readers should keep in mind that forward-looking statements are less reliable than historical information. The Company undertakes no obligation to update or revise forward-looking statements in this release to reflect events or changes in circumstances that occur after the date of this release.

Barrett Business Services, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

September 30,

December 31,

(in thousands)

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

46,098

95,033

Investments

27,637

62,154

Trade accounts receivable, net

328,730

248,626

Income taxes receivable

952

2,965

Prepaid expenses and other

24,655

18,652

Restricted cash and investments

65,342

97,210

Total current assets

493,414

524,640

Property, equipment and software, net

76,829

67,230

Operating lease right-of-use assets

21,777

23,218

Restricted cash and investments

97,796

106,216

Goodwill

47,820

Other assets

8,136

9,869

Deferred income taxes

811

Total assets

746,583

779,067

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

6,488

7,433

Accrued payroll and related benefits

305,266

237,783

Payroll taxes payable

49,318

62,463

Current operating lease liabilities

7,070

6,969

Current premium payable

8,703

38,992

Other accrued liabilities

9,032

19,357

Workers' compensation claims liabilities

31,247

32,875

Total current liabilities

417,124

405,872

Long-term workers' compensation claims liabilities

65,005

75,709

Long-term premium payable

26,177

26,025

Long-term operating lease liabilities

15,953

17,484

Customer deposits and other long-term liabilities

14,565

12,977

Stockholders' equity

207,759

241,000

Total liabilities and stockholders' equity

746,583

779,067

Barrett Business Services, Inc.

Consolidated Statements of Operations

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except per share amounts)

2026

2025

2026

2025

Revenues:

Professional employer services

316,212

299,685

914,178

864,781

Staffing services

17,850

19,264

46,157

54,391

Total revenues

334,062

318,949

960,335

919,172

Cost of revenues:

Direct payroll costs

13,624

14,604

34,740

41,075

Payroll taxes

160,742

156,040

493,003

480,456

Benefit costs

29,104

20,230

85,470

56,097

Workers' compensation

57,921

51,310

166,412

148,896

Total cost of revenues

261,391

242,184

779,625

726,524

Gross margin

72,671

76,765

180,710

192,648

Selling, general and administrative expenses

48,881

49,886

143,555

142,912

Depreciation and amortization

2,559

2,097

6,989

6,093

Income from operations

21,231

24,782

30,166

43,643

Other income (expense):

Investment income, net

1,243

1,983

5,175

6,903

Interest expense

(43

)

(45

)

(127

)

(133

)

Other, net

102

204

131

Other income, net

1,302

1,970

5,252

6,901

Income before income taxes

22,533

26,752

35,418

50,544

Provision for income taxes

5,783

6,133

20,601

12,492

Net income

16,750

20,619

14,817

38,052

Basic income per common share

0.69

0.80

0.60

1.48

Weighted average number of basic common shares

outstanding

24,135

25,688

24,505

25,696

Diluted income per common share

0.69

0.79

0.60

1.45

Weighted average number of diluted common shares

outstanding

24,419

26,171

24,830

26,263

Investor Relations:

Gateway Group, Inc.

Cody Slach

Tel 1-949-574-3860

BBSI@gateway-grp.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration