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 September 26, 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 333-48123

The Hackett Group, Inc.

(Exact name of registrant as specified in its charter)


Florida		65-0750100
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1001 Brickell Bay Drive, Suite 3000 Miami, Florida		33131
(Address of principal executive offices)		(Zip Code)

(305) 375-8005

(Registrant’s telephone number, including area code)

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 $.001 per share	HCKT	NASDAQ Stock Market

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 requirement 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 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 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 the latest practicable date.

As of October 31, 2025, there were 27,130,815 shares of common stock outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		Page

Item 1.	Financial Statements

	Consolidated Balance Sheets as of September 26, 2025 (unaudited) and December 27, 2024	3

	Consolidated Statements of Operations for the Three and Nine Months Ended September 26, 2025, and September 27, 2024, (unaudited)	4

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 26, 2025, and September 27, 2024, (unaudited)	5

	Consolidated Statements of Cash Flows for the Nine Months Ended September 26, 2025, and September 27, 2024, (unaudited)	6

	Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended September 26, 2025, and September 27, 2024, (unaudited)	7

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

Item 5.	Other Information	27

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 6.	Exhibits	29

SIGNATURES		30

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The Hackett Group, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)


	September 26,			December 27,
	2025			2024
ASSETS
Current assets:
Cash	$	13,895		$	16,366
Accounts receivable and contract assets, net of allowance of $2,437 and $2,377 at September 26, 2025 and December 27, 2024, respectively		57,286			57,079
Prepaid expenses and other current assets		9,196			2,901
Total current assets		80,377			76,346

Property, software and equipment, net		23,084			20,343
Other assets		369			350
Intangible assets, net		3,575			2,312
Goodwill		90,565			89,782
Operating lease right-of-use assets		2,687			2,744
Total assets	$	200,657		$	191,877

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,621		$	6,503
Accrued expenses and other liabilities		24,537			30,789
Contract liabilities		11,896			11,118
Income tax payable		424			3,753
Operating lease liabilities		1,183			965
Total current liabilities		42,661			53,128
Deferred tax liability, net		11,074			8,464
Long term debt, net		43,795			12,734
Operating lease liabilities		1,503			1,977
Total liabilities		99,033			76,303

Commitments and contingencies

Shareholders’ equity:
Preferred stock, $0.001 par value, 1,250,000 shares authorized; none issued and outstanding					—
Common stock, $0.001 par value, 125,000,000 shares authorized; 61,892,815 and 61,031,629 shares issued at September 26, 2025 and December 27, 2024, respectively		62			61
Additional paid-in capital		347,679			332,285
Treasury stock, at cost, 34,762,000 and 33,540,472 shares September 26, 2025 and December 27, 2024, respectively		(308,949	)		(281,022	)
Retained earnings		75,772			78,311
Accumulated other comprehensive loss		(12,940	)		(14,061	)
Total shareholders' equity		101,624			115,574
Total liabilities and shareholders' equity	$	200,657		$	191,877

The accompanying notes are an integral part of the consolidated financial statements.

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Quarter Ended						Nine Months Ended
	September 26,			September 27,			September 26,			September 27,
	2025			2024			2025			2024
Revenue:
Revenue before reimbursements	$	72,166		$	77,949		$	226,026		$	229,572
Reimbursements		945			1,828			3,849			5,048
Total revenue		73,111			79,777			229,875			234,620
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses (includes $1,580 and $11,493 and $2,135 and $5,168 of non-cash stock based compensation expense in the three and nine months ended September 26, 2025 and September 27, 2024, respectively)		42,433			46,417			140,485			137,583
Reimbursable expenses		945			1,828			3,849			5,048
Total cost of service		43,378			48,245			144,334			142,631
Selling, general and administrative costs (includes $4,308 and $13,788 and $1,688 and $4,104 of non-cash stock based compensation expense in the three and nine months ended September 26, 2025 and September 27, 2024, respectively)		21,162			18,732			67,972			55,046
Legal settlement and related costs		—			—			—			102
Restructuring costs		3,112			—			3,112			—
Total costs and operating expenses		67,652			66,977			215,418			197,779
Income from operations		5,459			12,800			14,457			36,841

Other expense, net:
Interest expense, net		(438	)		(368	)		(1,006	)		(1,352	)
Income before income taxes		5,021			12,432			13,451			35,489
Income tax expense		2,474			3,845			6,100			9,423
Net income	$	2,547		$	8,587			7,351			26,066

Basic net income per common share:
Income per common share	$	0.09		$	0.31		$	0.27		$	0.95
Weighted average common shares outstanding		27,288			27,645			27,492			27,561

Diluted net income per common share:
Income per common share	$	0.09		$	0.31		$	0.26		$	0.93
Weighted average common and common equivalent shares outstanding		27,615			28,142			28,161			27,920

The accompanying notes are an integral part of the consolidated financial statements.

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Quarter Ended					Nine Months Ended
	September 26,			September 27,		September 26,		September 27,
	2025			2024		2025		2024
Net income	$	2,547		$	8,587	$	7,351	$	26,066
Foreign currency translation adjustment, net		(1,601	)		1,475		1,121		1,066
Total comprehensive income	$	946		$	10,062	$	8,472	$	27,132

The accompanying notes are an integral part of the consolidated financial statements.

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended
	September 26,			September 27,
	2025			2024
Cash flows from operating activities:
Net income	$	7,351		$	26,066
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		3,111			2,824
Amortization expense		685			—
Amortization of debt issuance costs		68			56
Non-cash stock based compensation expense		25,281			9,272
Provision for doubtful accounts		122			275
Loss on foreign currency translation		140			509
Deferred income tax expense		2,452			459
Changes in assets and liabilities, net of acquisition:
Increase in accounts receivable and contract assets		(113	)		(8,895	)
Increase in prepaid expenses and other assets		(6,104	)		(1,244	)
(Decrease) in accounts payable		(1,905	)		(2,277	)
(Decrease) in accrued expenses and other liabilities		(5,928	)		(2,387	)
(Decrease) increase in contract liabilities		(595	)		468
(Decrease) increase in income tax payable		(3,328	)		1,963
Net cash provided by operating activities		21,237			27,089
Cash flows from investing activities:
Purchases of property, software and equipment		(5,859	)		(3,061	)
Cash consideration paid for acquisition		(767	)		(6,541	)
Net cash used in investing activities		(6,626	)		(9,602	)
Cash flows from financing activities:
Debt proceeds		33,000			—
Repayment of debt		(2,000	)		(13,000	)
Debt issuance costs		(7	)		(28	)
Proceeds from ESPP		670			535
Taxes paid to satisfy employee withholding tax obligations		(11,118	)		(4,070	)
Dividends paid		(9,644	)		(9,070	)
Repurchase of common stock		(27,926	)		(2,792	)
Net cash used in financing activities		(17,025	)		(28,425	)
Effect of exchange rate on cash		(57	)		(55	)
Net decrease in cash		(2,471	)		(10,993	)
Cash at beginning of period		16,366			20,957
Cash at end of period	$	13,895		$	9,964
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	11,551		$	6,653
Cash paid for interest	$	974		$	1,592
Supplemental disclosure of non-cash flow financing activities:
Dividend declared during the quarter and paid the following quarter	$	3,270		$	3,041

The accompanying notes are an integral part of the consolidated financial statements.

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands)

(unaudited)


	Common Stock				Additional Paid in			Treasury Stock						Retained			Accumulated Other Comprehensive			Total Shareholders'
	Shares		Amount		Capital			Shares			Amount			Earnings			Loss			Equity
Balance at December 27, 2024		61,031	$	61	$	332,285			(33,540	)	$	(281,022	)	$	78,311		$	(14,061	)	$	115,574
Issuance of common stock		364		—		(5,519	)								—			—			(5,519	)
Treasury stock purchased		—		—		—			(206	)		(6,202	)		—			—			(6,202	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		9,785			—			—			—			—			9,785
Dividends declared		—		—		—			—			—			(3,318	)		—			(3,318	)
Net income		—		—		—			—			—			3,143			—			3,143
Foreign currency translation		—		—		—			—			—			—			952			952
Balance at March 28, 2025		61,395	$	61	$	336,551			(33,746	)	$	(287,224	)	$	78,136		$	(13,109	)	$	114,415
Issuance of common stock		35		—		583			—			—			—			—			583
Treasury stock purchased		—		—		—			(177	)		(4,319	)		—			—			(4,319	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		8,994			—			—			—			—			8,994
Dividends declared		—		—		—			—			—			(3,302	)		—			(3,302	)
Net income		—		—		—			—			—			1,661			—			1,661
Foreign currency translation		—		—		—			—			—			—			1,770			1,770
Balance at June 27, 2025		61,430	$	61	$	346,128			(33,923	)	$	(291,543	)	$	76,495		$	(11,339	)	$	119,802
Issuance of common stock		462		1		(5,515	)		—			—			—			—			(5,514	)
Treasury stock purchased		—		—		—			(839	)		(17,406	)		—			—			(17,406	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		7,066			—			—			—			—			7,066
Dividends declared		—		—		—			—			—			(3,270	)		—			(3,270	)
Net income		—		—		—			—			—			2,547			—			2,547
Foreign currency translation		—		—		—			—			—			—			(1,601	)		(1,601	)
Balance at September 26, 2025		61,892	$	62	$	347,679			(34,762	)	$	(308,949	)	$	75,772		$	(12,940	)	$	101,624

	Common Stock				Additional Paid in			Treasury Stock						Retained			Accumulated Other Comprehensive			Total Shareholders'

	Shares		Amount		Capital			Shares			Amount			Earnings			Loss			Equity
Balance at December 29, 2023		60,581	$	61	$	317,034			(33,315	)	$	(274,600	)	$	60,820		$	(13,235	)	$	90,080
Issuance of common stock		378		—		(3,782	)		—			—			—			—			(3,782	)
Treasury stock purchased		—		—		—			(43	)		(1,055	)		—			—			(1,055	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,874			—			—			—			—			2,874
Dividends declared		—		—		—			—			—			(3,036	)		—			(3,036	)
Net income		—		—		—			—			—			8,731			—			8,731
Foreign currency translation		—		—		—			—			—			—			(331	)		(331	)
Balance at March 29, 2024		60,959	$	61	$	316,126			(33,358	)	$	(275,655	)	$	66,515		$	(13,566	)	$	93,481
Issuance of common stock		41		—		391			—			—			—			—			391
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,718			—			—			—			—			2,718
Dividends declared		—		—		—			—			—			(3,037	)		—			(3,037	)
Net income		—		—		—			—			—			8,748			—			8,748
Foreign currency translation		—		—		—			—			—			—			(78	)		(78	)
Balance at June 28, 2024		61,000	$	61	$	319,235			(33,358	)	$	(275,655	)	$	72,226		$	(13,644	)	$	102,223
Issuance of common stock		15		—		(145	)		—			—			—			—			(145	)
Treasury stock purchased		—		—		—			(65	)		(1,737	)		—			—			(1,737	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		3,554			—			—			—			—			3,554
Dividends declared		—		—		—			—			—			(3,041	)		—			(3,041	)
Net income		—		—		—			—			—			8,587			—			8,587
Foreign currency translation		—		—		—			—			—			—			1,475			1,475
Balance at September 27, 2024		61,015	$	61	$	322,644			(33,423	)	$	(277,392	)	$	77,772		$	(12,169	)	$	110,916

The accompanying notes are an integral part of the consolidated financial statements.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information

Basis of Presentation

The accompanying consolidated financial statements of The Hackett Group, Inc. (“Hackett” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the Company’s accounts and those of its wholly-owned subsidiaries which the Company is required to consolidate. All intercompany transactions and balances have been eliminated in the consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 27, 2024, included in the Annual Report on Form 10-K filed by the Company with the SEC on February 28, 2025. The consolidated results of operations for the quarter and nine months ended September 26, 2025, are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Business Combination

LeewayHertz

On September 16, 2024, the Company executed an agreement to acquire 100% of the equity of LeewayHertz Technologies Private Limited (“LeewayHertz”), a technology consulting company based in India, focused on artificial intelligence (A.I.) technology solutions for a purchase consideration of $7.8 million subject to a working capital achievement. This acquisition marks a significant milestone in the Company's aggressive strategy to become a leading architect of its clients' generative A.I. ("Gen A.I.") journey. The acquisition closed on September 23, 2024. Leeway’s founder, one of LeewayHertz’s owners, was hired by the Company to serve as its executive vice president of the Gen A.I. practice.

The following table summarizes the fair value of the assets acquired and liabilities assumed:


	Amount
Assets / Liabilities	(in thousands)
Cash	$	1,020
Current assets		2,081
Intangible assets		2,500
Current liabilities		(2,561	)
Other Liability		(432	)
Deferred tax liability		(652	)
Net assets acquired	$	1,956

Consideration	$	7,832
Goodwill	$	5,876

As a result, the excess of the purchase price over the assets acquired resulted in goodwill of $5.9 million. Additionally, the Company recognized intangible assets of $2.5 million, with a remaining weighted average useful life of 3.6 years. The fair values of identifiable intangible assets acquired were prepared by a third-party valuation specialist and incorporate significant unobservable inputs, judgment, and estimates, including the amount and timing of future cash flows. The intangible assets will be amortized in accordance with the Company’s accounting policies. The following table summarizes the acquired value of the intangible assets:

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)


	Amount		Useful Life
Category	(in thousands)		(in years)
Customer Relationships	$	2,200	5
Technology		200	2
Non-Compete		100	2
Total	$	2,500

Also, in connection with the acquisition, the Company and LeewayHertz’s founder are creating a joint venture whereby The Hackett Group will contribute its AI XPLR platform and LeewayHertz will contribute its ZBrain Gen A.I. platform. The Company has committed to fund up to $10.0 million of development costs related to the ZBrain Gen A.I. platform subject to the business plans approved by the JV Board of Directors. The integration of AI XPLR and the ZBrain Gen A.I. orchestration solution will enable the joint venture to provide advanced and tailored Gen AI solutions to its clients.

Spend Matters

On May 15, 2025, Hackett acquired certain assets and liabilities of Spend Matters LLC (“Spend Matters”), a leading provider of data-backed technology and solutions intelligence in the procurement and supply chain sectors. At closing, Hackett paid cash consideration of $767 thousand.

As a result of the acquisition, the Company recognized provisional intangible assets of $2.0 million, with a remaining weighted average useful life of 2.8 years.

Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised because of adjustments made to the purchase price, additional information obtained regarding assets acquired and liabilities assumed, and revisions of provisional estimates of fair values. The purchase price allocation will be finalized within the measurement period of up to one year from the acquisition date.

Segment Reporting

Segments are defined as components of a company that engage in business activities from which they earn revenue and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company assessed its operating segments under the management approach in accordance with ASC 280, Segment Reporting (ASC 280), and has determined that it has three operating segments: Global S&BT, Oracle Solutions and SAP Solutions which are also its reportable segments. See Note 11 “Segment Information and Geographical Data” for detailed segment information. The LeewayHertz and Spend Matters acquired businesses are both included in the Company's Global S&BT segment.

Goodwill

For acquisitions accounted for as a business combination, goodwill represents the excess of the cost over the fair value of the net assets acquired. The Company has organized its operating and internal reporting structure to align with its primary market solutions. In accordance with ASC 280, management made the determination to present three operating segments, three reportable segments and three reporting units as follows: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s Gen A.I. and strategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AI Enablement practices; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned. The goodwill was allocated to the reporting unit based on the reporting unit's relative fair value. The carrying amount of goodwill by reporting unit is as follows, which includes the goodwill allocated to the LeewayHertz acquisition (in thousands):

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)


					Foreign
	December 27,		Additions/		Currency		September 26,
	2024		Adjustments		Translation		2025
Global S&BT	$	63,090	$	26	$	757	$	63,873
Oracle Solutions		16,699		—		—		16,699
SAP Solutions		9,993		—		—		9,993
Goodwill	$	89,782	$	26	$	757	$	90,565

Revenue Recognition

The Company primarily generates its revenue from providing professional services to its clients. The Company also generates revenue from software-related sales, software maintenance and support and subscriptions to its executive and best practices advisory programs. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price. The Company determines the standalone selling price based on the respective selling price of the individual elements when sold separately.

Revenue is recognized when control of the goods and services provided are transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods and services using the following steps: 1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue as or when the Company satisfies the performance obligations.

The Company typically satisfies its performance obligations for professional services over time as the related services are provided. The performance obligations related to software maintenance and support and subscriptions to its executive and best practice advisory programs are typically satisfied evenly over the course of the service period. Other performance obligations, such as software-related sales, are satisfied at a point in time.

The Company generates revenue under four types of billing arrangements: fixed-fee; time-and-materials; executive and best practice advisory services; and software-related sales and software maintenance and support.

In fixed-fee billing arrangements, which would also include contracts with capped fees, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under fixed-fee or capped fee arrangements using a proportionate performance approach, which is based on work completed to-date as compared to estimates of the total services to be provided under the engagement. Estimates of total engagement revenue and cost of services are monitored regularly during the term of the engagement. If the Company’s estimates indicate a potential loss, such a loss is recognized in the period in which the loss first becomes probable and reasonably estimable. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty or sixty-day terms, however client terms are subject to change.

Time-and-material billing arrangements require the client to pay based on the number of hours worked by the Company’s consultants at agreed hourly rates. The Company recognizes revenue under time-and-material arrangements as the related services or goods are provided, using the right to invoice practical expedient which allows it to recognize revenue in the amount based on the number of hours worked and the agreed upon hourly rates. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty or sixty-day terms, however client terms are subject to change.

Advisory services contracts are typically in the form of a subscription agreement which allows the customer access to the Company’s executive and best practice advisory programs. There is typically a single performance obligation and the transaction price is the contractual amount of the subscription agreement. Revenue from advisory services contracts is recognized ratably over the life of the agreements. Customers are typically invoiced at the inception of the contract, with net thirty or sixty-day terms, however client terms are subject to change.

The resale of on-premise software, cloud software and maintenance contracts are in the form of SAP America ("SAP") software or maintenance agreements provided by SAP. SAP is the principal and the Company is the agent in these transactions as the Company does not obtain title to the software and maintenance which is sold simultaneously. The transaction price is the Company’s agreed-upon percentage of the software-related sale for either on-premise software or cloud software or maintenance amount in the contract with the vendor. Revenue for the resale of software is recognized upon contract execution and customer’s receipt of the software. The Company also provides software maintenance on other ERP systems, primarily Oracle. Revenue from maintenance contracts is recognized ratably over the life of the agreements. The customer is typically invoiced at contract inception, with net thirty or sixty-day terms, however client terms are subject to change.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Revenue before reimbursements excludes reimbursable expenses charged to clients. Reimbursements, which include travel and out-of-pocket expenses, are included in revenue, and an equivalent amount of reimbursable expenses is included in the cost of service.

Expense reimbursements that are billable to clients are included in total revenue and are substantially all billed as time-and-material billing arrangements. Therefore, the Company recognizes all reimbursable expenses as revenue as the related services are provided, using the right to invoice practical expedient. Reimbursable expenses are recognized as expenses in the period in which the expense is incurred. Any expense reimbursements that are billable to clients under fixed-fee billing arrangements are recognized in line with the proportionate performance approach.

The payment terms and conditions in the Company’s customer contracts vary. The agreements entered into in connection with a project, whether time and materials-based or fixed-fee or capped-fee based, typically allow clients to terminate early due to breach or for convenience with 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by the Company through the effective date of the termination. In addition, from time to time the Company enters into agreements with its clients that limit its right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit the Company from performing a defined range of services which it might otherwise be willing to perform for potential clients. These provisions are generally limited to six months to twelve months and usually apply only to specific employees or the specific project team.

Differences between the timing of billings and the recognition of revenue are recognized as either contract assets or contract liabilities in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients is recorded as contract assets and is included within accounts receivable and contract assets. Services not yet performed, however billed to the client and uncollected at period end, are recorded as contract assets and are included within accounts receivable and contract assets. Client prepayments are classified as contract liabilities and recognized over future periods as earned in accordance with the applicable engagement agreement. See Note 3 for the accounts receivable and contract asset balances. During the quarter and nine months ended September 26, 2025, the Company recognized $1.2 million and $7.5 million, respectively, of revenue as a result of changes in the contract liability balance, as compared to $1.7 million and $10.7 million, respectively, for the quarter and nine months ended September 27, 2024. As of December 29, 2023, the Company had $12.1 million of contract liabilities.

Based on the information that management reviews internally for evaluating operating segment performance and nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors, the Company disaggregates revenue as follows for the quarter and nine months ended September 26, 2025 and September 27, 2024 (in thousands):


	Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
	2025		2024		2025		2024
Global S&BT:
North America Consulting	$	33,246	$	36,563	$	100,508	$	105,201
International Consulting		9,679		7,502		29,979		22,018
Total Global S&BT	$	42,925	$	44,065	$	130,487	$	127,219
Oracle Solutions:
Consulting and software support and maintenance	$	16,504	$	22,759	$	58,390	$	67,533
Total Oracle Solutions	$	16,504	$	22,759	$	58,390	$	67,533
SAP Solutions:
Consulting and software support and maintenance	$	12,977	$	10,934	$	35,246	$	31,576
Software-related sales		705		2,019		5,752		8,292
Total SAP Solutions	$	13,682	$	12,953	$	40,998	$	39,868
Total segment revenue	$	73,111	$	79,777	$	229,875	$	234,620

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

The total revenue (excluding reimbursable expenses) from the Global S&BT segment, the Oracle Solutions segment and the SAP Solutions segment's consulting and software support and maintenance services is all recognized over time. The software-related sales revenue included in the SAP Solutions segment is recognized at a point in time.

Capitalized Sales Commissions

Sales commissions earned by the Company’s sales force are considered the incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. The Company determined the period of amortization by taking into consideration the customer contract period, which is generally less than 12 months. Commission expenses are included in the Selling, general and administrative costs in the accompanying consolidated statements of operations. As of December 27, 2024 and December 29, 2023, the Company had $1.8 million and $1.7 million, respectively, of deferred commissions, of which $0.4 million and $1.5 million was amortized during both the quarter and nine months ended September 26, 2025, respectively, and $0.2 million and $0.9 million was amortized for the same periods in 2024, respectively. No impairment loss was recognized relating to the capitalization of deferred commissions.

Stock Based Compensation

We recognize compensation expense for awards of equity and liability instruments, which have only a service condition, to employees based on the grant-date fair value of those awards, over the requisite service period, with limited exceptions.
In September 2024, a stock price award program was offered to certain leaders. These equity awards were granted with both a
market condition (three tranches, each with varying market share price thresholds) and service conditions. The Company measured these equity awards using the Monte Carlo valuation model to determine the fair value as of the grant date. The Monte Carlo valuation model, using different share price paths, calculated a derived service period which is the median share price path on which the market condition is satisfied for each tranche. The assumptions utilized in the model are as of a point in time and may differ from the actual value of the equity awards. The requisite service period was determined to be a service condition as the service conditions are greater than the derived service period. For each of the three tranches, stock compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as incurred. If an employee forfeits nonvested shares subsequent to meeting a service condition, the previously recognized expense is not reversed. See Note 7 for additional information.

Practical Expedients

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be less than one year.

Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no impact on revenue.

Fair Value

The Company’s financial instruments consist of cash, accounts receivable and contract assets, accounts payable, accrued expenses and other liabilities, contract liabilities and long-term debt. As of September 26, 2025 and December 27, 2024, the carrying amount of each financial instrument approximated the instrument’s respective fair value due to either the short-term nature or the maturity of these instruments.

The Company uses significant other observable market data or assumptions (Level 2 inputs as defined in accounting guidance) that it believes market participants would use in pricing debt. The fair value of the debt approximated the carrying amount, using Level 2 inputs, due to the short-term variable interest rates based on market rates.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures (Subtopic 220-40) to require public business entities to disclose disaggregated information about expenses to help investors better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

Legislative Matters

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted in the U.S. The OBBB includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, restoration of favorable tax treatment for certain business provisions including the expensing of domestic research and development expenditures, and modifications to the international tax framework.

2. Net Income per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. With regard to common stock subject to vesting requirements and restricted stock units issued to the Company’s employees and non-employee members of its Board of Directors, the calculation includes only the vested portion of such stock and units.

Diluted net income per common share is computed by dividing net income by the weighted average number of common shares outstanding, increased by the assumed conversion of other potentially dilutive securities during the period.

The following table reconciles basic and dilutive weighted average common shares:


	Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
	2025		2024		2025		2024

Basic weighted average common shares outstanding		27,287,733		27,645,288		27,492,363		27,561,279
Effect of dilutive securities:
Unvested restricted stock units and common stock subject to vesting requirements issued to employees and non-employees		327,295		496,226		668,153		358,764
Dilutive weighted average common shares outstanding		27,615,028		28,141,514		28,160,516		27,920,043

Approximately 40 thousand shares and 14 thousand shares of common stock equivalents were excluded from the computations of diluted net income per common share for the quarter and nine months ended September 26, 2025, respectively, as compared to one thousand shares for the same periods in 2024, respectively, as inclusion would have had an anti-dilutive effect on diluted net income per common share. In addition, 1.3 million restricted stock units in the quarter and nine months ended September 26, 2025, were excluded from the computations of diluted net income per common share as they are contingently issuable shares with market-related conditions that have not been satisfied. Please see Note 7 for further information.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

3. Accounts Receivable and Contract Assets, Net

Accounts receivable and contract assets, net, consisted of the following (in thousands):


	September 26,			December 27,
	2025			2024
Accounts receivable	$	33,539		$	35,926
Contract assets (unbilled revenue)		26,184			23,530
Allowance for doubtful accounts		(2,437	)		(2,377	)
Accounts receivable and contract assets, net	$	57,286		$	57,079

Accounts receivable as of September 26, 2025 and December 27, 2024, is net of uncollected advanced billings. Contract assets as of September 26, 2025 and December 27, 2024, includes recognized recoverable costs and accrued profits on contracts for which billings had not been presented to clients. As of December 29, 2023, the Company had accounts receivable and contract assets of $35.6 million and $17.5 million, respectively. The allowance for doubtful accounts includes reserves related to client collection concerns and aged receivables. The Company has included $10.3 million and $7.8 million as of September 26, 2025 and December 27, 2024, respectively, in accounts receivable for certain software-related contract assets (unbilled revenue) that are multi-year in nature.

4. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	September 26,		December 27,
	2025		2024
Accrued compensation and benefits	$	11,469	$	10,593
Accrued bonuses		1,444		9,284
Dividend payable		3,270		3,024
Accrued sales, use, franchise and VAT tax		2,278		2,632
Non-cash stock based compensation accrual		172		974
Acquisition-related liabilities		1,582		1,788
Restructuring costs		1,673		-
Other accrued expenses		2,649		2,494
Total accrued expenses and other liabilities	$	24,537	$	30,789

5. Lease Commitments

The Company has operating leases for office space and, to a much lesser extent, operating leases for equipment. The Company’s office leases are between terms of 1 year and 5 years. Rents usually increase annually in accordance with defined rent steps or are based on current year consumer price index adjustments. Some of the lease agreements contain one or more of the following provisions: tenant allowances, rent holidays, lease premiums, and rent escalation clauses. There are typically no purchase options, residual value guarantees or restrictive covenants. When renewal options exist, the Company generally does not deem them to be reasonably certain to be exercised, and therefore the amounts are not recognized as part of the lease liability nor the right of use asset. The Company has certain leases that have terms that are a year or less and are accounted on a straight-line basis over the term of the lease. The Company recognized $39 thousand and $117 thousand of lease expense in the quarter and nine months ended September 26, 2025, respectively, on these leases, as compared to $35 thousand and $106 thousand, respectively, for the same periods in 2024.

The components of lease expense were as follows for the nine months ended September 26, 2025 (in thousands):


Operating lease cost	$	984

Total net lease costs	$	984

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

5. Lease Commitments (continued)

The weighted average remaining lease term is 2.8 years. The weighted average discount rate utilized is 6.0%. For the quarter and nine months ended September 26, 2025, the Company paid $0.4 million and $1.0 million, respectively, from operating cash flows for its operating leases.

Future minimum lease commitments under non-cancellable operating leases as of September 26, 2025, were as follows (in thousands):


2025 (excluding the nine months ended September 26, 2025)	$	342
2026		1,207
2027		805
2028		446
2029 and thereafter		185
Total lease payments		2,985
Less imputed interest		(298	)
Total	$	2,687

As of September 26, 2025, the Company does not have any additional material operating leases that have not yet commenced.

6. Credit Facility

On November 7, 2022, the Company entered into a third amended and restated credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders party thereto, pursuant to which the lenders agreed to amend and restate its existing credit agreement, in order to extend the maturity date of the revolving line of credit and provide the Company with an additional $55.0 million in borrowing capacity, for an aggregate amount of up to $100.0 million from time to time pursuant to a revolving line of credit (the “Credit Facility”). The Credit Facility matures on November 7, 2027.

The obligations of Hackett under the Credit Facility are guaranteed by active existing and future material U.S. subsidiaries of Hackett (the “U.S. Subsidiaries”) and are secured by substantially all of the existing and future property and assets of Hackett and the U.S. Subsidiaries.

The interest rates per annum applicable to loans under the Credit Facility will be, at the Company’s option, equal to either a base rate or a Secured Overnight Financing Rate ("SOFR") rate. The applicable margin percentage is based on the consolidated leverage ratio, as defined in the Credit Agreement. As of September 26, 2025, the applicable margin percentage was 1.50% per annum for the SOFR rate, and 0.75% per annum, for the base rate. As of September 26, 2025, the interest rate on the Company's outstanding debt was 5.8%, utilizing the SOFR margin percentage. The interest rate of the commitment fee as of September 26, 2025 was 0.125%. Interest payments are made monthly.

The Company is subject to certain covenants, including total consolidated leverage, fixed cost coverage and liquidity requirements, each as set forth in the Credit Agreement, subject to certain exceptions. As of September 26, 2025, the Company was in compliance with all covenants.

As of September 26, 2025, the Company had $44.0 million of outstanding debt, excluding $0.2 million of deferred debt costs, which will be amortized over the remaining life of the Credit Facility. As of December 27, 2024, the Company had $13.0 million of outstanding debt, excluding $0.3 million of deferred debt costs.

7. Stock Based Compensation

Restricted Stock Units

On September 16 and 17, 2024, the Company granted its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and certain other Company leaders performance-based restricted stock units, in the amounts of 786,885, 413,115, 72,000, and 607,350, respectively. In connection with the awards, the annual equity incentive award opportunities for the recipients during the performance period of the awards will be reduced by 50% compared to the annual equity incentive award opportunities in the Company’s executive compensation program for 2024. The awards are split into three equal tranches with each tranche having its

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

7. Stock Based Compensation (continued)

own market condition and service condition. The market condition is met when the Company’s stock price reaches a certain share price hurdle for twenty consecutive trading days during the performance period from the grant date through December 31, 2028. The share price hurdles are $30, $40, and $50 for the first, second, and third tranches, respectively. Additionally, the service condition is met if the employee is employed on the first, second, and third anniversary of the grant date for the first tranche, second tranche, and third tranche, respectively.

Furthermore, if the second or third tranches are not met during the performance period, and the volume weighted average of the Company’s stock price falls between two share price hurdles for over 20 consecutive trading days immediately prior to the end of the performance period, the employee will vest in an interpolated amount of the next tranche.

The Company used a Monte Carlo valuation model to determine the fair value of the three tranches as of the grant date. The Monte Carlo valuation model, using different share price paths, calculates a derived service period which is the median share price path on which the market condition is satisfied for each tranche. The requisite service period was determined to be service conditions as the service conditions are greater than the derived service period. For each of the three tranches, stock compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as incurred. If an employee forfeits nonvested shares subsequent to meeting a service condition, the previously recognized expense is not reversed. If an employee forfeits nonvested shares prior to meeting the service condition, the previously recognized expense is reversed.

As of September 26, 2025, the market condition for the first tranche had been met and the service conditions were met and as such, the shares were vested and were included in the Company's basic shares outstanding for the period. As of December 27, 2024, the market conditions for the first tranche had been met and as such, although the shares had not vested, the shares were included in the Company's dilutive shares outstanding for the period. The first tranche vested 626,450 shares in September 2025, which included shares that were withheld to satisfy tax obligations. As of December 27, 2024 and September 26, 2025, the market conditions for the second and third tranche had not been met and the shares had not vested, therefore shares were not included in the Company's basic or dilutive shares outstanding. The stock price award program non-cash stock compensation expense was $4.8 million and $15.1 million for the third quarter and nine months ended September 26, 2025, respectively. As of September 26, 2025, there was $8.9 million of total unrecognized non-cash stock based compensation expense which is expected to be recognized over a weighted average period of 1.4 years.

The following tables summarize information about the Company’s stock price award program awards described above:


Award Summary

Tranche	Grant Date Fair Value				Share Price Vesting Conditions	Underlying Share #				Contractual Service Period	Derived Service Period
	September 16, 2024		September 17, 2024		Both Grant Dates	September 16, 2024		September 17, 2024		Both Grant Dates	September 16, 2024	September 17, 2024
1	$	21.26	$	22.85	>$30pershare		424,000		202,450	1 year	0.60 years	0.46 years
2	$	14.96	$	16.31	>$30to<$40pershare		424,000		202,450	2 years	2.00 years	1.86 years
3	$	9.93	$	11.03	>$40to<$50pershare		424,000		202,450	3 years	2.71 years	2.60 years

The following table summarizes the fair value assumption utilized in the Monte Carlo valuation model to calculate fair value:



Grant Date	Volatility			Risk Free Interest Rate			Dividend Yield
September 16, 2024		29.5	%		3.38	%		1.70	%
September 17, 2024		29.5	%		3.41	%		1.65	%

7. Stock Based Compensation (continued)

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

In connection with the acquisition of LeewayHertz (Note 1), the Company entered into an employment agreement with the selling shareholder and certain key employees by which the Company granted 439,453 restricted stock units, with either both performance and service requirements or just service requirements at a grant-date fair value of $25.86 per share with four year vesting terms. For the quarter and nine months ended September 26, 2025, the Company recorded a reversal of $1.6 million and expense of $2.0 million of non-cash stock compensation expense, respectively.

During the third quarter and nine months ended September 26, 2025, the Company issued 29,507 and 356,861 restricted stock units, respectively, at a weighted average grant date fair value of $20.91 and $30.51 per share, respectively. As of September 26, 2025, the Company had 2,498,820 restricted stock units outstanding at a weighted average grant date fair value of $26.09 per share. As of September 26, 2025, $29.9 million of total restricted stock unit non-cash stock based compensation expense related to unvested awards and including the stock price award program awards discussed above, had not been recognized and is expected to be recognized over a weighted average period of approximately 2.1 years.

Forfeitures for all of the Company’s outstanding equity awards are recognized as incurred.

8. Shareholders’ Equity

Treasury Stock

On July 30, 2002, the Company announced that its Board of Directors approved the repurchase of the Company’s common stock through its share repurchase program. Since the inception of the repurchase plan, the Board of Directors has approved the repurchase of $320.2 million of the Company’s common stock. As of September 26, 2025, the Company had affected cumulative purchases under the plan of $307.6 million, leaving $12.6 million available for future purchases.

During the quarter and nine months ended September 26, 2025, the Company repurchased 839 thousand shares and 1.2 million shares, respectively, on the open market and from members of the Company's Board of Directors at an average price per share of $20.73 and $22.86, respectively, for a total cost of $17.4 million and $27.9 million, respectively. This includes the Company's repurchase of 50 thousand shares from its Chief Financial Officer and members of its Board of Directors at an average price per share of $30.78 for a total cost of $1.6 million.

There is no expiration of the Company's repurchase authorization. Under the repurchase plan, the Company may buy back shares of its outstanding stock either on the open market or through privately negotiated transactions, subject to market conditions and trading restrictions. The Company holds repurchased shares of its common stock as treasury stock and accounts for treasury stock under the cost method.

Shares purchased under the repurchase plan do not include shares withheld to satisfy withholding tax obligations. These withheld shares are never issued and in lieu of issuing the shares, taxes were paid on the employee’s behalf. During the quarter and nine months ended September 26, 2025, the Company withheld and did not issue 268 thousand shares and 444 thousand shares, respectively, for a cost of $5.5 million and $11.1 million, respectively. During the quarter and nine months ended September 27, 2024, the Company withheld and did not issue 6 thousand shares and 174 thousand shares, respectively, for a cost of $0.1 million and $4.1 million, respectively. The shares withheld for taxes are included under issuance of common stock in the accompanying consolidated statements of shareholders’ equity.

Dividend Program

During the nine months ended September 26, 2025, the Company declared three quarterly dividends to its shareholders for an aggregate of $9.6 million, which were paid in April 2025, July 2025, and October 2025. These dividends were paid from U.S. domestic sources and are accounted for as a decrease to retained earnings. Subsequent to September 26, 2025, the Company declared its fourth quarter dividend in fiscal year 2025 to be paid in January 2026.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

9. Transactions with Related Parties

During the nine months ended September 26, 2025, the Company repurchased 50 thousand shares of its common stock from its Chief Financial Officer and members of its Board of Directors for $1.6 million, or $30.78 per share.

10. Litigation

The Company is involved in legal proceedings, claims, and litigation arising in the ordinary course of business not specifically discussed herein. In the opinion of management, the final disposition of such matters will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

11. Segment Information and Geographical Data

The Company has organized its operating and internal reporting structure to align with its primary market solutions. In accordance with ASC 280, the Company determined it has three operating segments and three reportable segments: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s strategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AI Enablement practices; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. The SAP Solutions reportable segment is the only segment that contains software-related revenue.

The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer ("CEO"), reviews the financial information presented for purposes of allocating resources and evaluating segment financial performance. The CODM primarily uses revenue before reimbursement generated by the segment, cost of sales, gross margin, selling, general and administrative costs and contribution margin as a measure of profitability for each of its segments as these measures provide a comprehensive view of the segments’ financial performance. The measurement criteria for segment contribution is substantially the same for each reportable segment, excluding any unusual or infrequent items, if any. Unallocated costs include corporate costs related to the administrative functions that are performed in a centralized manner and that are not attributable to a particular segment, depreciation and amortization expense, interest expense, non-cash compensation expense and any non-recurring transactions. Segment information related to assets has been omitted as the CODM does not receive discrete financial information regarding assets at the segment level. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

The tables below set forth information about the Company’s operating segments for the quarter and nine months ended September 26, 2025 and September 27, 2024, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements (in thousands):

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

11. Segment Information and Geographical Data (continued)


	Quarter Ended					Nine Months Ended
	September 26,			September 27,		September 26,		September 27,
	2025			2024		2025		2024
Global S&BT:
Revenue before reimbursements*	$	42,398		$	43,252	$	128,651	$	125,068
Cost of sales		21,440			22,781		66,526		67,800
Gross margin		20,958			20,471		62,125		57,268
Selling, general and administrative costs		7,717			6,378		23,111		20,374
Segment contribution		13,241			14,093		39,014		36,894
Oracle Solutions:
Revenue before reimbursements*	$	16,353		$	21,838	$	57,243	$	65,063
Cost of sales		11,751			14,303		39,377		43,220
Gross margin		4,602			7,535		17,866		21,843
Selling, general and administrative costs		1,921			2,014		6,368		5,693
Segment contribution		2,681			5,521		11,498		16,150
SAP Solutions:
Revenue before reimbursements*	$	13,415		$	12,859	$	40,132	$	39,442
Cost of sales		8,183			7,175		23,035		21,341
Gross margin		5,232			5,684		17,097		18,101
Selling, general and administrative costs		1,569			1,986		5,293		6,267
Segment contribution		3,663			3,698		11,804		11,834
Total Company:
Total segment contribution margin		19,585			23,312		62,316		64,878

Items not allocated to segment level:
Corporate general and administrative expenses**		4,292			5,655		15,196		15,745
Non-cash stock based compensation expense***		2,694			2,989		8,272		8,438
Stock price award program compensation expense***		4,768			602		15,053		602
Acquisition-related cash compensation expense		(540	)		41		76		41
Acquisition-related non-cash stock based compensation expense***		(1,574	)		232		1,956		232
Acquisition-related costs		11			53		398		53
Restructuring costs		3,112			-		3,112		-
Legal settlement and related costs		-			-		-		102
Depreciation expense		1,052			940		3,111		2,824
Amortization expense		311			-		685		-
Interest expense, net		438			368		1,006		1,352
Income before taxes	$	5,021		$	12,432	$	13,451	$	35,489

*Revenue before reimbursements excludes reimbursable expenses, which are project travel-related expenses passed through to a client with no associated operating margin.

**Corporate general and administrative expenses primarily include costs related to business support functions including accounting and finance, human resources, legal, information technology and office administration, as well as any foreign currency gains and losses. Corporate general and administrative expenses exclude one-time, non-recurring expenses and benefits, which are disaggregated in the above table.

***See Note 7.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

11. Segment Information and Geographical Data (continued)

The tables below set forth information on the Company's geographical data. Total revenue, which is primarily based on the country of the contracting entity, was attributed to the following geographical areas (in thousands):


	Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
	2025		2024		2025		2024

United States	$	58,077	$	66,214	$	184,785	$	195,098
Europe (U.K., Germany, France, Switzerland and Spain)		8,366		8,484		25,579		25,107
Other (Australia, Canada, India and Uruguay)		6,668		5,079		19,511		14,415
Total revenue	$	73,111	$	79,777	$	229,875	$	234,620

Long-lived assets are attributable to the following geographic areas (in thousands):


	September 26,		December 27,
	2025		2024
Long-lived assets:
United States	$	103,063	$	100,676
Europe (U.K., Germany and Netherlands)		15,566		14,247
Other (Australia, Canada, India and Uruguay)		1,651		608
Total long-lived assets	$	120,280	$	115,531

The domestic long-lived assets above include the LeewayHertz allocation of goodwill of $5.8 million and the LeewayHertz and Spend Matters intangible assets of $4.0 million. See Note 1 for additional information. As of September 26, 2025 and December 27, 2024, foreign assets included $14.9 million and $14.0 million, respectively, of goodwill related to acquisitions, of which $13.9 million and $13.1 million, respectively, were attributed to the U.K.. Goodwill of $5.8 million related to the Company's acquisition of LeewayHertz, is included in the United States and was allocated to the Global S&BT segment.

12. Restructuring Costs

During the third quarter of 2025, the Company incurred restructuring costs of $3.1 million as a result of its continued pivot of its business to Gen AI. The costs were employee related costs, as the Company reduced staff to be commensurate with current market demand and the leverage the Company’s Gen AI delivery platforms are expected to have on the Company's service offerings.

The following table sets forth the activity in the restructuring expense accrual (in thousands):



		Employee- Related
		Costs
Accrual balance at December 27, 2024	$		—
Expense			3,112
Cash paid			(1,439	)
Accrual balance at September 26, 2025	$		1,673

13. Subsequent Event

Tender Offer

On November 4, 2025, the Company announced that it plans to launch a tender offer to purchase up to $40.0 million in value of shares of its common stock at a price not less than $18.30 nor more than $21.00 per Share, to the seller in cash, less any applicable withholding taxes and without interest.

The Company will conduct the tender offer through a procedure commonly called a modified “Dutch auction.” This procedure will allow stockholders to select the price, within the specified price range, at which stockholders are willing to sell their shares. The tender offer will only be made pursuant to the offer to purchase, the related letter of transmittal and the other tender offer materials which the Company will file with the Securities and Exchange Commission.

The tender offer will be made pursuant to the Company’s increased share repurchase authorization which was increased by $40.0 million subsequent to September 26, 2025. The Company intends to pay for the shares repurchased in the tender offer with cash borrowed under the Credit Facility.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations reflected in such forward-looking statements will turn out to be correct. Factors that could impact such forward-looking statements include, among others, changes in worldwide and U.S. economic conditions that impact business confidence and the demand for our products and services, our ability to transition our capabilities to support generative artificial intelligence ("Gen A.I.")-related consulting services and solutions, our ability to effectively integrate acquisitions, including the LeewayHertz and Spend Matters acquisitions, into our operations, our ability to manage joint ventures and successfully cooperate with our joint venture partners, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable due to the bankruptcy or financial difficulties of our customers, risks of competition, price and margin trends, foreign currency fluctuations, the impact of the geopolitical conflict involving Russia and Ukraine and in the Middle East on our business and changes in general economic conditions, interest rates, tariffs and trade barriers and our ability to obtain additional debt financing if needed.

An additional description of our risk factors is described in Part I – Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 27, 2024.

OVERVIEW

The following Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the results of operations and financial condition of Hackett. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Hackett is a global IP platform-based Gen AI strategic consulting and executive advisory digital transformation firm. The Hackett Group provides dedicated expertise in Gen AI enabled enterprise transformation services across front, mid and back office areas, including its highly recognized Oracle, SAP, OneStream and Coupa implementation offerings.

In early 2024, we launched our AI assessment platform, AI XPLR which helps clients identify, evaluate and design Gen AI enablement opportunities. Using AI XPLR, our experienced professionals guide organizations to harness the power of Gen AI solutions designed to digitally transform their operations to achieve quantifiable, breakthrough results, allowing us to be key architects of our clients' Gen AI journey.

We believe Gen AI will fundamentally change the way companies operate as well as the way consulting services are sold and delivered. We believe the Gen AI platform capabilities we have developed in AI XPLR which were expanded with ZBrain, which we acquired as part of the LeewayHertz acquisition, is highly differentiating and we expect will enable us to effectively compete in this emerging and important space.

The Hackett Group has completed over 27,500 benchmarking and performance studies with major organizations. These studies are executed utilizing our Quantum Leap platform which drives our Digital Transformation Platform (“DTP” or “Hackett

DTP”). This includes the firm's benchmarking metrics, best practices repository, and best practice configuration and process flow accelerators, which enables our clients and partners to achieve digital world-class performance. We consider this, along with our recent innovations, our core Hackett Intellectual Property ("IP") which allows us to identify, design and evaluate transformation opportunities to be proprietary and key components of our Hackett Solutioning IP.

Our transformation expertise is grounded in best practices insights from benchmarking the world’s leading businesses – including 97% of the Dow Jones Industrials, 90% of the Fortune 100, 70% of the DAX 40 and 51% of the FTSE 100, which inform and are delivered by our platforms.

Impact of Macroeconomic Conditions on Our Business

The level of revenue we achieve is based on our ability to deliver market leading services and solutions and to deploy skilled teams of professionals quickly. Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. Any deterioration in the current macroeconomic environment or economic downturn as a result of weak or uncertain economic conditions due to inflation, high interest rates, tariffs, national or geopolitical events or other factors impacting economic activity or business confidence could adversely affect our clients' financial condition or outlook which may reduce the clients' demand for our services.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, our results of operations (in thousands and unaudited):


	Quarter Ended						Nine Months Ended
	September 26,			September 27,			September 26,			September 27,
	2025			2024			2025			2024
Revenue:
Revenue before reimbursements	$	72,166		$	77,949		$	226,026		$	229,572
Reimbursements		945			1,828			3,849			5,048
Total revenue		73,111			79,777			229,875			234,620
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses (includes $1,580 and $11,493 and $2,135 and $5,168 of non-cash stock based compensation expense in the three and nine months ended September 26, 2025 and September 27, 2024, respectively)		42,433			46,417			140,485			137,583
Reimbursable expenses		945			1,828			3,849			5,048
Total cost of service		43,378			48,245			144,334			142,631
Selling, general and administrative costs (includes $4,308 and $13,788 and $1,688 and $4,104 of non-cash stock based compensation expense in the three and nine months ended September 26, 2025 and September 27, 2024, respectively)		21,162			18,732			67,972			55,046
Legal settlement and related costs		—			—			—			102
Restructuring costs		3,112			—			3,112			—
Total costs and operating expenses		67,652			66,977			215,418			197,779

Income from operations		5,459			12,800			14,457			36,841
Other expense, net:
Interest expense, net		(438	)		(368	)		(1,006	)		(1,352	)
Income before income taxes		5,021			12,432			13,451			35,489
Income tax expense		2,474			3,845			6,100			9,423
Net income	$	2,547		$	8,587		$	7,351		$	26,066
Diluted net income per common share	$	0.09		$	0.31		$	0.26		$	0.93

Revenue. We are a global Company with operations in our primary markets located in the United States and Western Europe. Our revenue is denominated in multiple currencies, primarily the U.S. Dollar, British Pound and Euro, and as a result is affected by currency exchange rate fluctuations. The impact of currency fluctuations did not have a significant impact on

comparisons between the third quarter and first nine months of 2025 and the same comparable periods of 2024. In this MD&A, we discuss revenue based on geographical location of engagement team personnel.

Our Company total revenue was $73.1 million and $230.0 million during the third quarter and first nine months of 2025, respectively, as compared to $79.8 million and $234.6 million in the same periods in 2024, respectively. In the third quarter and first nine months of 2025, one customer accounted for 5% and 7%, respectively, of our Company total revenue. In the third quarter and first nine months of 2024, one customer accounted for 13% and 12%, respectively, of our Company total revenue.

Segment revenue. The Company has three reportable segments: Global Strategy & Business Transformation (Global S&BT), Oracle Solutions and SAP Solutions. Global S&BT includes S&BT Gen A.I. and Business Transformation Consulting, Benchmarking, Business Advisory Services, Intellectual Property as-a-Service (IPASS) and OneStream offerings. Oracle Solutions and SAP Solutions support the two fundamentally distinct ERP systems: Oracle and SAP.

The following table sets forth total revenue by operating segment, which includes reimbursable expenses related to project travel-related expenses passed through to a client with no associated operating margin (in thousands):


	Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
	2025		2024		2025		2024
Global S&BT	$	42,925	$	44,065	$	130,487	$	127,219
Oracle Solutions		16,504		22,759		58,390		67,533
SAP Solutions		13,682		12,953		40,998		39,868
Total revenue	$	73,111	$	79,777	$	229,875	$	234,620

Global S&BT total revenue was $42.9 million and $130.5 million during the third quarter and first nine months of 2025, respectively, as compared to $44.1 million and $127.2 million in the same periods of 2024, respectively. The growth from our Gen AI consulting and implementation offerings in this segment was more than offset by weakness in our OneStream implementation offerings and the non-renewal of a meaningful IPaaS contract in the third quarter of 2025.

Oracle Solutions total revenue was $16.5 million and $58.4 million during the third quarter and first nine months of 2025, respectively, as compared to $22.8 million and $67.5 million in the same periods of 2024, respectively. Although activity continues to be solid, extended client decision making has continued to make the revenue replacement of a large post go live engagement at the end of last year take longer than we planned. This has adversely impacted this segment in the third quarter and first nine months of the year.

SAP Solutions total revenue was $13.7 million and $41.0 million during the third quarter and first nine months of 2025, respectively, as compared to $13.0 million and $39.9 million in the same periods of 2024, respectively. The increase in revenue during the third quarter and first nine months of 2025, as compared to the same periods in 2024, was primarily due to increased implementation services, partially offset by lower software sales in the third quarter and first nine months of 2025.

Reimbursements as a percentage of Company total revenue were 1% and 2% during the third quarter and first nine months of 2025 and 2024, respectively. Reimbursements are project travel-related expenses passed through to a client with no associated operating margin.

Cost of Service. Cost of service consists of personnel costs before reimbursable expenses, which includes salaries, benefits and incentive compensation for consultants and subcontractor fees, acquisition-related non-cash stock based compensation expense and non-cash stock based compensation expense, and reimbursable expenses which are travel and other expenses passed through to a client and are associated with projects.

Personnel costs before reimbursable expenses were $42.4 million and $140.5 million for the third quarter and first nine months of 2025, respectively, as compared to $46.4 million and $137.6 million in the same periods of 2024, respectively. The decrease in the third quarter of 2025 was primarily related to the decrease of acquisition related non-cash stock based compensation expense relating to the LeewayHertz acquisition and lower bonus accruals, partially offset by the increase in non-cash stock compensation expense related to the stock price award program. The increase in the first nine months of 2025 was primarily related to the increase in non-cash stock compensation expense related to the stock price award program and the acquisition related non-cash stock compensation expense relating to the LeewayHertz acquisition, partially offset by lower bonus accruals. Personnel costs as a percentage of total Company total revenue were 58% and 61% during the quarter and first nine months of 2025, respectively, and 58% and 59% for the same periods in 2024, respectively.

Non-cash stock based compensation expense, included in personnel costs before reimbursable expenses was $1.6 million and $11.5 million during the quarter and first nine months of 2025, respectively, as compared to $2.1 million and $5.2 million in the same periods, respectively. The increase in the first nine months of 2025 was primarily related to increased non-cash stock compensation from the stock price award program issuances (Note 7), partially offset by lower acquisition related non-cash stock compensation expense (Note 1 and Note 7).

Selling, General and Administrative Costs (“SG&A”). SG&A primarily consists of salaries, benefits and incentive compensation for the selling, marketing, administrative and executive employees, non-cash stock based compensation expense and various other overhead expenses.

SG&A costs were $21.2 million and $68.0 million, for the third quarter and first nine months of 2025, respectively, as compared to $18.7 million and $55.0 million for the same periods in 2024, respectively. This increase in the costs during the third quarter and first nine months of 2025 was primarily due to increased non-cash stock based compensation from the stock price award program issuances (Note 7). SG&A costs as a percentage of total Company revenue were 29% and 30% during the third quarter and first nine months of 2025, respectively, as compared to 23% during each of the same periods in 2024, respectively.

Non-cash stock based compensation expense, included in SG&A, was $4.3 million and $13.8 million during the third quarter and first nine months of 2025, respectively, as compared to $1.7 million and $4.1 million for the same periods in 2024, respectively. The increase in the third quarter and first nine months of 2025 primarily relates to the non-cash stock compensation expense from the stock price award program issuances (Note 7).

Amortization expense was $0.3 thousand and $0.7 thousand for the third quarter and first nine months of 2025, respectively, which was related to the intangible assets acquired in our September 2024 acquisition of LeewayHertz and May 2025 acquisition of Spend Matters. There was no intangible amortization for the same periods in 2024.

Restructuring Costs. During the third quarter of 2025, we incurred restructuring costs of $3.1 million as a result of the continued pivot of our business to Gen AI. These costs were primarily employee related costs, as the Company reduced staff to be commensurate with current market demand and the leverage of our Gen AI delivery platforms are expected to have on our service offerings.

Segment Contribution. Segment contribution consists of the revenue generated by the segment, less the direct costs of revenue and selling, general and administrative expenses that are incurred directly by the segment. Items not allocated to the segment level include corporate costs related to the administrative functions that are performed in a centralized manner and that are not attributable to a particular segment. These administrative function costs include corporate general and administrative expenses, non-cash compensation, depreciation expense, interest expense and legal settlement and related costs.

Global S&BT segment contribution was $13.2 million and $39.0 million during the third quarter and first nine months of 2025, respectively, as compared to $14.1 million and $37.0 million for the same periods in 2024, respectively. The growth from our Gen AI consulting and implementation offerings in this segment was more than offset by weakness in our OneStream implementation offerings and the non-renewal of a meaningful IPaaS in the third quarter of 2025, as mentioned above.

Oracle Solutions segment contribution was $2.7 million and $11.5 million during the third quarter and first nine months of 2025, respectively, as compared to $5.5 million and $16.2 million for the same periods in 2024, respectively. The decrease during the third quarter and first nine months of 2025 was primarily due to decreased revenue, as discussed above, partially offset by decreased incentive compensation accruals related to performance.

SAP Solutions segment contribution was $3.7 million and $11.8 million during both the third quarter and first nine months of 2025 and 2024, respectively.

Legal Settlement and Related Costs. In May 2023, Gartner, Inc. ("Gartner") filed a lawsuit seeking a preliminary injunction and damages against the Company and two ex-Gartner employees that were hired by us. On February 17, 2024, we, Gartner and the two ex-Gartner employees entered into a settlement agreement whereby we made a settlement payment of $985,000 to Gartner in exchange for a dismissal of the lawsuit and a release of all claims which is reflected in our Consolidated Statement of Operations for the year ended December 27, 2024. In addition, we incurred incremental legal costs related to the settlement which were recorded as expense in the period incurred.

Interest Expense, Net. Interest expense, net was $0.4 million and $1.0 million during the third quarter and first nine months of 2025, respectively, as compared to $0.4 million and $1.4 million in the same periods in 2024, respectively. As of September 26, 2025, we had outstanding debt of $44.0 million, excluding debt issue costs. As of September 27, 2024, we had outstanding debt of $20.0 million, excluding debt issue costs.

Income Taxes. During the third quarter and first nine months of 2025, we recorded $2.5 million and $6.1 million of income tax expense, respectively, related to certain federal, foreign and state taxes which reflected an effective tax rate of 49.3% and 45.3%, respectively. The increase in the effective tax rate is primarily due to the limitation of executive compensation deductions related to executive compensation, primarily driven by the stock price award program (Note 7). During the third quarter and first nine months of 2024, we recorded $3.8 million and $9.4 million of income tax expense, respectively, related to certain federal, foreign and state taxes which reflected an effective tax rate of 30.9% and 26.6%, respectively.

Liquidity and Capital Resources

As of September 26, 2025 and December 27, 2024, we had $13.9 million and $16.4 million, respectively, classified as cash on the consolidated balance sheets. We currently believe that available funds (including the cash on hand and funds available for borrowing under our revolving line of credit the "Credit Facility") and cash flows generated by operations will be sufficient to fund our working capital requirements, including debt payments, lease obligations and capital expenditures for at least the next twelve months and beyond. We may decide to raise additional funds in order to fund expansion, to develop new or further enhance products and services, to respond to competitive pressures, or to acquire complementary businesses or technologies. There is no assurance that additional financing would be available when needed or desired. Our cash requirements have not changed materially from those disclosed in Item 7 included in Part II of our Annual Report on Form 10-K for the year ended December 27, 2024.

The following table summarizes our cash flow activity (in thousands):


	Nine Months Ended
	September 26,			September 27,
	2025			2024
Cash flows provided by operating activities	$	21,237		$	27,089
Cash flows used in investing activities	$	(6,626	)	$	(9,602	)
Cash flows used in financing activities	$	(17,025	)	$	(28,425	)

Cash Flows from Operating Activities

Net cash provided by operating activities was $21.2 million during the first nine months of 2025, as compared to $27.1 million during the same period in 2024. In 2025, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items. The cash inflows were partially offset by decreases in accrued liabilities and other accruals primarily due to payments of incentive compensation liabilities and vendors and increases in prepaid expenses primarily due to the timing of payments for income taxes. In 2024, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items and increases in contract liabilities, partially offset by increases in accounts receivable and contract assets, decreases in accrued liabilities and other accruals primarily due to payments of earned incentive compensation liabilities and the timing of payments for income taxes and to vendors.

Cash Flows from Investing Activities

Net cash used in investing activities was $6.6 million during the first nine months of 2025, as compared to $9.6 million during the same period in 2024. During both the third quarter and first nine months periods of 2025 and 2024, cash flows used in investing activities included investments made to the continued development of our Hackett Connect Executive Advisory member platform and continued development of our QL benchmark, DTP technologies and our Gen A.I. platforms, AI XPLR and ZBrain. In addition, cash flows used in investing activities during the third quarter of 2025 included $0.8 million of cash consideration paid for the Company's acquisition of Spend Matters.

Cash Flows from Financing Activities

Net cash used in financing activities was $17.0 million and $28.4 million during the first nine months of 2025 and 2024, respectively. The usage of cash in 2025 primarily related to the repurchase of $39.0 million of the Company's common stock and dividend payments of $9.6 million, partially offset by a net $31.0 million drawdown on our Credit Facility. The usage of cash in 2024 primarily related to the repayment of borrowings of $13.0 million related to our Credit Facility, dividend payments of $9.1 million and the repurchase of $6.9 million of the Company's common stock.

As of September 26, 2025, we had $44.0 million of outstanding borrowings under our Credit Facility, excluding deferred debt costs, leaving us with a capacity of approximately $56.0 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of September 26, 2025, our exposure to market risk related primarily to changes in interest rates and foreign currency exchange rate risks.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to the Credit Facility, which is subject to variable interest rates. Under our credit agreement, the interest rates per annum applicable to loans under the Credit Facility was, at our option, equal to a base rate for one-, two-, three- or nine-month interest periods chosen by us in each case, plus an applicable margin percentage. A 100-basis point increase in our interest rate under our Credit Facility would not have had a material impact on our results of operations for the quarter and nine months ended September 26, 2025.

Exchange Rate Sensitivity

We face exposure to adverse movements in foreign currency exchange rates as a portion of our revenue, expenses, assets and liabilities are denominated in currencies other than the U.S. Dollar, primarily the British Pound, the Euro, the India Rupee and the Australian Dollar. These exposures may change over time as business practices evolve.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements

During the three months ended September 26, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

For a discussion of our potential risks and uncertainties, see the risk factor below and the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2024.

There have been no material changes to any of the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024.

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

Issuer Purchases of Equity Securities

During the quarter ended September 26, 2025, the Company repurchased 839 thousand shares at an average price of $20.73 per share for a total cost of $17.4 million. As of September 26, 2025, the Company had $12.6 million of authorization remaining under the repurchase plan. Subsequent to September 26, 2025, the Company’s Board of Directors approved a $40.0 million increase to the share repurchase program. On November 4, 2025, the Company announced that it plans to launch a tender offer to purchase up to $40.0 million in value of shares of its common stock. The tender offer will be made pursuant to the increased share repurchase authorization.


					Total Number		Maximum Dollar
					of Shares as Part		Value That May
					of Publicly		Yet be Purchased
	Total Number		Average Price		Announced		Under the
Period(1)	of Shares		Paid per Share		Program		Program
Balance as of June 27, 2025							$	16,995,780
June 28, 2025 to July 25, 2025		—	$	—		—	$	16,995,780
July 26, 2025 to August 22, 2025		371,528	$	20.71		371,528	$	22,301,969	*
August 23, 2025 to September 26, 2025		467,924	$	20.75		467,924	$	12,590,311
		839,452	$	20.73		839,452

(1) On July 30, 2002, the Board of Directors approved and announced the repurchase program. As of September 26, 2025, the Board of Directors had approved a cumulative authorization of $320.2 million with cumulative purchases under the plan of $307.6 million, leaving $12.6 million available for future purchases. There is no expiration date on the current authorization.

*The Company’s Board of Directors approved an additional share repurchase authorization of $13.0 million on July 31, 2025.

Shares repurchased during the quarter and nine months ended September 26, 2025 under the repurchase plan do not include 268 thousand shares and 444 thousand shares for a cost of $5.5 million and $11.1 million, respectively, that the Company bought back to satisfy employee net vesting obligations.

Item 6. Exhibits


Exhibit No.		Exhibit Description
3.1		Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 10-K for the year ended December 29, 2000).

3.2		Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated herein by reference to the Registrant's Form 10-K for the year ended December 28, 2007).

3.3		Amended and Restated Bylaws of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 10-K for the year ended December 29, 2000).

3.4		Amendment to Amended and Restated Bylaws of the Registrant (incorporated herein by reference to the Registrant's Form 8-K filed on March 31, 2008).

3.5		Amendment to Amended and Restated Bylaws of the Registrant (incorporated herein by reference to the Registrant's Form 8-K filed on January 21, 2015).

31.1*		Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

101.SCH**		Inline XBRL Taxonomy Extension Schema with embedded Linkbases Document.

104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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.


		The Hackett Group, Inc.

Date: November 5, 2025		/s/ Robert A. Ramirez
		Robert A. Ramirez
		Executive Vice President, Finance and Chief Financial Officer