tbi-20260628

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 28, 2026

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

Commission File Number: 001-14543

____________________________________

TrueBlue, Inc.

(Exact name of registrant as specified in its charter)

______________________________________

Washington

91-1287341

(State of incorporation)

(I.R.S. employer identification no.)

1015 A Street, Tacoma, Washington 98402

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (253) 383-9101

______________________________________

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, no par value	TBI	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 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 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 if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 26, 2026, there were 30,444,344 shares of the registrant’s common stock outstanding.

TrueBlue, Inc.

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated financial statements (unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Consolidated Statements of Cash Flows	5
	Notes to consolidated financial statements	6
Item 2.	Management’s discussion and analysis of financial condition and results of operations	22
Item 3.	Quantitative and qualitative disclosures about market risk	33
Item 4.	Controls and procedures	34

PART II. OTHER INFORMATION
Item 1.	Legal proceedings	35
Item 1A.	Risk factors	35
Item 2.	Unregistered sales of equity securities and use of proceeds	36
Item 3.	Defaults upon senior securities	36
Item 4.	Mine safety disclosures	36
Item 5.	Other information	36
Item 6.	Index to exhibits	37

	Signatures	38

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PART I. FINANCIAL INFORMATION


Item 1.			CONSOLIDATED FINANCIAL STATEMENTS

TRUEBLUE, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands, except par value and share count data)	June 28, 2026		December 28, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	23,253	$	24,510
Accounts receivable, net of allowance of $1,142 and $2,190, respectively	267,770		241,233
Prepaid expenses and other current assets	26,186		30,987
Income tax receivable	1,146		879
Total current assets	318,355		297,609
Property and equipment, net	66,393		73,117
Restricted cash, cash equivalents and investments	118,818		136,588
Deferred income taxes, net	1,233		1,338
Goodwill	38,930		42,496
Intangible assets, net	16,779		18,095
Operating lease right-of-use assets, net	32,689		34,045
Workers’ compensation claims receivable, net	20,157		25,659
Other assets, net	9,610		9,720
Total assets	$	622,964	$	638,667
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	31,693	$	36,111
Accrued wages and benefits	69,135		61,736
Income tax payable	743		1,038
Current portion of workers’ compensation claims reserve	23,114		24,193

Current operating lease liabilities	11,342		11,206
Other current liabilities	3,334		4,249
Total current liabilities	139,361		138,533
Workers’ compensation claims reserve, less current portion	62,859		72,551
Long-term debt	82,400		65,800

Long-term deferred compensation liabilities	38,269		39,531
Long-term operating lease liabilities	44,698		46,796

Other long-term liabilities	711		899
Total liabilities	368,298		364,110

Commitments and contingencies (Note 9)

Shareholders’ equity:
Preferred stock, $0.131 par value, 20,000,000 shares authorized; No shares issued and outstanding	—		—
Common stock, no par value, 100,000,000 shares authorized; 30,443,860 and 29,986,762 shares issued and outstanding	1		1
Accumulated other comprehensive loss	(21,795)		(21,647)
Retained earnings	276,460		296,203
Total shareholders’ equity	254,666		274,557
Total liabilities and shareholders’ equity	$	622,964	$	638,667

See accompanying notes to consolidated financial statements

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TRUEBLUE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Thirteen weeks ended				Twenty-six weeks ended
(in thousands, except per share data)	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Revenue from services	$	443,001	$	396,299	$	841,567	$	766,553
Cost of services	351,419		302,735		670,966		586,647
Gross profit	91,582		93,564		170,601		179,906
Selling, general and administrative expense	83,831		89,798		171,130		184,419
Depreciation and amortization (exclusive of depreciation included in cost of services)	5,887		6,507		11,798		12,351
Loss on assets held-for-sale	3,026		—		3,026		—
Goodwill and intangible asset impairment charge	—		200		3,656		200
Loss from operations	(1,162)		(2,941)		(19,009)		(17,064)


Interest and other income (expense), net	(1,320)		2,903		(2,692)		3,096
Loss before tax expense	(2,482)		(38)		(21,701)		(13,968)
Income tax expense	887		122		1,463		540
Net loss	$	(3,369)	$	(160)	$	(23,164)	$	(14,508)

Net loss per common share:
Basic	$	(0.11)	$	(0.01)	$	(0.76)	$	(0.49)
Diluted	$	(0.11)	$	(0.01)	$	(0.76)	$	(0.49)

Weighted average shares outstanding:
Basic	30,414		29,856		30,280		29,777
Diluted	30,414		29,856		30,280		29,777

Other comprehensive income (loss):
Foreign currency translation adjustment	$	(109)	$	635	$	(148)	$	606
Comprehensive income (loss)	$	(3,478)	$	475	$	(23,312)	$	(13,902)

See accompanying notes to consolidated financial statements

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TRUEBLUE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Twenty-six weeks ended
(in thousands)	June 28, 2026		June 29, 2025
Cash flows from operating activities:
Net loss	$	(23,164)	$	(14,508)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization (inclusive of depreciation included in cost of services)	13,680		14,312
Non-cash loss on assets held-for-sale	3,026		—
Goodwill and intangible asset impairment charge	3,656		200
Provision for credit losses	376		435
Stock-based compensation	3,846		4,421
Deferred income taxes	209		(113)
Non-cash lease expense	5,244		5,524
Other operating activities	(3,130)		(1,438)
Changes in operating assets and liabilities:
Accounts receivable	(26,913)		2,260
Income taxes receivable and payable	(582)		279

Other assets	8,857		8,592
Accounts payable and other accrued expenses	(3,806)		(10,199)
Accrued wages and benefits	7,399		(10,808)

Workers’ compensation claims reserve	(10,771)		(30,340)
Operating lease liabilities	(5,824)		(5,688)
Other liabilities	(2,460)		3,162
Net cash used in operating activities	(30,357)		(33,909)
Cash flows from investing activities:
Capital expenditures	(6,203)		(8,936)
Acquisition of business, net of cash acquired	—		(30,140)





Purchases of restricted held-to-maturity investments	(7,718)		—
Sales and maturities of restricted held-to-maturity investments	24,001		19,285
Other	4		—
Net cash provided by (used in) investing activities	10,084		(19,791)
Cash flows from financing activities:

Net proceeds from employee stock purchase plans	207		256
Common stock repurchases for taxes upon vesting of restricted stock	(633)		(942)
Net change in revolving credit facility	16,600		46,200


Other	(498)		(396)
Net cash provided by financing activities	15,676		45,118
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	(443)		(70)
Net change in cash, cash equivalents and restricted cash and cash equivalents	(5,040)		(8,652)
Cash, cash equivalents and restricted cash and cash equivalents, beginning of period	44,020		61,100
Cash, cash equivalents and restricted cash and cash equivalents, end of period	$	38,980	$	52,448

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,824	$	1,548
Income taxes, net of refunds	$	1,631	$	571
Operating lease liabilities	$	7,266	$	7,280
Non-cash transactions:
Property and equipment purchased but not yet paid	$	243	$	875

Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,137	$	2,856

See accompanying notes to consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial statement preparation

The accompanying unaudited consolidated financial statements (“financial statements”) of TrueBlue, Inc. (the “Company,” “TrueBlue,” “we,” “us,” and “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial statements reflect all adjustments which, in the opinion of management, are necessary to fairly state the financial statements for the interim periods presented. We follow the same accounting policies for preparing both quarterly and annual financial statements.

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The results of operations for the twenty-six weeks ended June 28, 2026 are not necessarily indicative of the results expected for the full fiscal year nor for any other fiscal period.

These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

Assets held-for-sale

We classify assets and liabilities as held-for-sale when management concludes that all relevant criteria have been met in accordance with U.S. GAAP. Assets held-for-sale are measured at the lower of their carrying value or fair value less costs to sell and are no longer depreciated or amortized. The carrying amounts of assets held-for-sale are adjusted each reporting period for subsequent changes in fair value less costs to sell, with losses recognized for any subsequent write-down to fair value less costs to sell, and gains recognized for any subsequent increase in fair value less costs to sell, but not in excess of the cumulative loss previously recognized.

Goodwill and indefinite-lived intangible assets

We evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis as of the first day of our fiscal second quarter, or whenever events or circumstances make it more likely than not that an impairment may have occurred. These events or circumstances could include a significant change in general economic conditions, deterioration in industry environment, changes in cost factors, declining operating performance indicators, legal factors, competition, client engagement, changes in the carrying amount of net assets, a sale or disposition of a significant portion of a reporting unit, or a sustained decrease in stock price. We monitor the existence of potential impairment indicators throughout the fiscal year.

Goodwill

We test for goodwill impairment at the reporting unit level. We consider our reporting units to be our operating segments or one level below (the component level) based on our organizational structure. Our reporting units with remaining goodwill as of June 28, 2026 were Centerline, PeopleScout, and Healthcare Staffing Professionals (“HSP”).

When evaluating goodwill for impairment, we may first assess qualitative factors to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount. Qualitative factors include macroeconomic conditions, industry and market conditions, and overall Company financial performance. If, after assessing the totality of events and circumstances, we determine that it is more likely than not the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is unnecessary.

The quantitative impairment test, if necessary, involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds the carrying value, we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value of the goodwill. We consider a reporting unit’s fair value to be substantially in excess of its carrying value at a 20% premium or greater.

Refer to Note 6: Goodwill and Intangible Assets for details on the results of the interim impairment test and impairment charge, annual impairment test, valuation methodologies, and inputs used in the fair value measurement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Indefinite-lived intangible assets

We have indefinite-lived intangible assets for trademarks related to businesses within our PeopleManagement and PeopleSolutions segments. We evaluate our indefinite-lived intangible assets for impairment on an annual basis as of the first day of our fiscal second quarter, or whenever events or circumstances make it more likely than not that an impairment may have occurred. These events or circumstances could include significant changes in general economic conditions, deterioration in industry environment, changes in cost factors, declining operating performance indicators, legal factors, competition, client engagement, or a sale or disposition of a significant portion of the business. We monitor the existence of potential impairment indicators throughout the fiscal year.

When evaluating indefinite-lived intangible assets for impairment, we may first assess qualitative factors to determine whether it is more likely than not the fair value of the indefinite-lived intangible asset is less than its carrying amount. Qualitative factors include macroeconomic conditions, industry and market conditions and overall Company financial performance. If, after assessing the totality of events and circumstances, we determine that it is more likely than not the fair value of the indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is unnecessary.

The quantitative impairment test, if necessary, utilizes the relief from royalty method to determine the fair value of each of our trademarks. If the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment to determine key assumptions, including forecasted future revenue, royalty rates and appropriate discount rates.

Refer to Note 6: Goodwill and Intangible Assets for additional details on the results of the interim impairment test and impairment charge, annual impairment test, valuation methodologies, and inputs used in the fair value measurements.

Recently adopted accounting standards

There were no new accounting standards adopted during the twenty-six weeks ended June 28, 2026 that had a material impact on our financial statements.

Recently issued accounting standards and disclosure rules not yet adopted

Disaggregation of income statement expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses,” and in January 2025, the FASB issued ASU 2025-01, “Income Statement (Subtopic 220-40): Clarifying the Effective Date.” ASU 2024-03 requires disclosures about specific types of expenses included in the expense captions presented in the income statement as well as disclosure about selling expenses. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026 (fiscal 2027 for TrueBlue) and interim periods beginning after December 15, 2027 (fiscal Q1 2028 for TrueBlue) on a prospective or retrospective basis. We are currently evaluating the impact of this ASU on our required disclosures.

Internal-use software

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software.” This ASU eliminates references to project stages and instead requires an entity to start capitalizing software costs once both of the following criteria have been met: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used for its intended function. This ASU is effective for fiscal years beginning after December 15, 2027 (fiscal 2028 for TrueBlue) and interim reporting periods within those annual reporting periods (fiscal Q1 2028 for TrueBlue). The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis, and early adoption is permitted. We are currently evaluating the impact of this ASU; however, it is not anticipated to have a material impact on our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Interim reporting

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) - Narrow-Scope Improvements.” This ASU clarifies interim disclosure requirements, provides a comprehensive list of interim disclosure requirements within Topic 270, and introduces a disclosure principle to help entities determine which events since the end of the last annual reporting period are material for disclosure. This ASU does not change the fundamental nature of interim reporting or expand or reduce existing interim disclosure requirements. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 (fiscal Q1 2028 for TrueBlue). The guidance can be applied on a prospective basis, or a retrospective basis for all or any prior periods, and early adoption is permitted. We are currently evaluating the impact of this ASU; however, it is not anticipated to have a material impact on our consolidated financial statements.

Government assistance

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.” This ASU provides authoritative guidance for the recognition, measurement and presentation of government grants received by a business entity. This ASU is effective for annual reporting periods beginning after December 15, 2028 (fiscal 2029 for TrueBlue) and interim periods within those annual periods (fiscal Q1 2029 for TrueBlue). The guidance can be applied on a modified prospective, modified retrospective, or retrospective basis; early adoption is permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

NOTE 2: ACQUISITION

Effective January 31, 2025, we acquired all of the outstanding equity interests of Healthcare Staffing Professionals, Inc., a long-term staffing and permanent hiring solutions provider, primarily focused on healthcare positions in the U.S. This acquisition allows us to expand revenue in the healthcare end-market while also diversifying our business.

Under the terms of the share purchase agreement, the base purchase price of $42.0 million was adjusted for estimated unpaid pre-close liabilities of the selling shareholders, cash acquired and estimated excess working capital. The purchase price allocated to acquired assets and liabilities was cash consideration of $35.2 million. As part of the share purchase agreement, certain Healthcare Staffing Professionals, Inc. employees can earn up to an additional $14.0 million based on the financial performance of the business over the first two years after acquisition, which we have concluded would be treated as compensation expense. We have not recorded any contingent compensation expense associated with this acquisition, since we do not anticipate that this contingent compensation will be earned as of June 28, 2026. Any amounts probable of being paid out under the agreement would be expensed over the required service period. We incurred acquisition-related costs of $0.8 million for the twenty-six weeks ended June 29, 2025, which are included in selling, general and administrative (“SG&A”) expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

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


(in thousands)	Purchase price allocation


Purchase price allocated as follows:
Cash and cash equivalents	$	5,042
Accounts receivable	13,877
Prepaid expenses, deposits and other current assets	216
Operating lease right-of-use assets	97
Intangible assets	14,950
Total assets acquired	34,182

Accounts payable and other accrued expenses	2,228
Accrued wages and benefits	10,369
Income tax payable	3,635

Operating lease liabilities	97
Total liabilities assumed	16,329

Net identifiable assets acquired	17,853
Goodwill (1)	17,338
Total cash consideration transferred	$	35,191

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) Goodwill represents the expected synergies with our existing businesses, the acquired assembled workforce, potential new clients and future cash flows after the acquisition of Healthcare Staffing Professionals, Inc., and is deductible for income tax purposes. We performed an interim goodwill impairment test associated with our HSP reporting unit as of the last day of our fiscal first quarter of 2026, which resulted in an impairment charge of $3.7 million. Goodwill remaining for the HSP reporting unit as of June 28, 2026 is $13.7 million. Refer to Note 6: Goodwill and Intangible Assets for additional details.

Intangible assets include identifiable intangible assets for customer relationships and trade names/trademarks. We estimated the fair value of the acquired identifiable intangible assets, which are subject to straight line amortization, using an income approach. These fair value measurements were based on Level 3 inputs under the fair value hierarchy.

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


(in thousands, except percentages and estimated useful lives, in years)	Estimated fair value		Estimated useful life in years	Valuation method	Discount rate
Customer relationships	$	14,300	6	Multi-period excess earnings	17.0%
Trade names/trademarks	650		7	Relief from royalty	17.0%
Total acquired identifiable intangible assets	$	14,950

The acquired assets and assumed liabilities of Healthcare Staffing Professionals, Inc. are included on our Consolidated Balance Sheets as of June 28, 2026 and December 28, 2025, and the results of its operations are reported on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the twenty-six weeks ended June 28, 2026 and for the period from February 1, 2025 to June 29, 2025. The amount of revenue for Healthcare Staffing Professionals, Inc. included on our Consolidated Statements of Operations and Comprehensive Income (Loss) was $24.6 million and $27.7 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. The amount of income (loss) from operations for Healthcare Staffing Professionals, Inc. included on our Consolidated Statements of Operations and Comprehensive Income (Loss) was $(2.7) million and $0.6 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Loss from operations includes a non-cash goodwill impairment charge of $3.7 million for the twenty-six weeks ended June 28, 2026. Refer to Note 6: Goodwill and Intangible Assets for additional details. Healthcare Staffing Professionals, Inc. results have been combined with our historical PeopleScout segment, which was renamed PeopleSolutions in fiscal 2025. We concluded the acquisition of Healthcare Staffing Professionals, Inc. was not material to our consolidated results of operations and, as such, pro forma financial information was not required.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 3: FAIR VALUE MEASUREMENT

Accounts receivable, accounts payable and other accrued expenses, accrued wages and benefits and related taxes approximate their fair values due to the short-term maturities of these assets and liabilities. Our long-term debt is related to a revolving credit agreement and its carrying value approximates fair value as the interest rates are variable and reflect current market rates.

Assets measured at fair value on a recurring basis

Our assets measured at fair value on a recurring basis consisted of the following:


	June 28, 2026
(in thousands)	Total fair value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Cash and cash equivalents	$	23,253	$	23,253	$	—	$	—
Restricted cash and cash equivalents	15,727		15,727		—		—
Cash, cash equivalents and restricted cash and cash equivalents (1)	$	38,980	$	38,980	$	—	$	—

Municipal debt securities	$	4,763	$	—	$	4,763	$	—
Corporate debt securities	33,737		—		33,737		—
Agency mortgage-backed securities	4,361		—		4,361		—
U.S. government and agency securities	11,698		—		11,698		—
Restricted investments classified as held-to-maturity (2)	$	54,559	$	—