Seizing the U.S. Edge – Strategic M&A for European Industrial & Commercial Leaders

As European manufacturing and logistics firms solidify their North American foundations, a parallel wave of strategic acquisition is transforming the U.S. service and retail landscape. For the European acquirer, the U.S. “Service Economy” represents more than just a massive consumer base; it is a gateway to specialized talent pools, cutting-edge digital platforms, and a resilient commercial ecosystem that can de-risk a global portfolio.

Navigating this transition from “Industrial Footprint” to “Commercial Dominance” requires a nuanced understanding of the U.S. consumer and the specialized expertise that defines American business services.

Accelerating Market Penetration in U.S. Retail

Acquiring an established U.S. retail asset offers European firms an immediate bridge to a vast and diverse consumer demographic. Rather than attempting the long, capital-intensive process of organic brand building, an acquisition provides instant access to existing customer loyalty and multi-channel distribution networks.

In 2026, the value of these assets is increasingly found in their “Omni-channel” readiness. European buyers are targeting U.S. firms that have successfully integrated physical brick-and-mortar stores with sophisticated e-commerce and mobile app platforms. This dual presence allows European owners to introduce their own innovations into a pre-established American “customer journey,” creating immediate revenue synergies.

Expanding Expertise through Business Services

The U.S. professional services sector—encompassing everything from IT consulting and marketing agencies to HR solutions—offers a deep well of specialized capabilities. For a European company, these acquisitions are less about physical equipment and more about acquiring Intellectual Capital and established client portfolios.

A U.S.-based service arm provides the “local eyes” necessary to interpret complex market shifts in real-time. By integrating these specialized talent pools, European firms can deepen their industry-specific insights, ensuring that their service delivery model is tuned to the unique expectations of American clients.

The Technology Bridge: Harnessing Digital Transformation

The U.S. remains a global leader in the adoption of customer-facing technologies. A primary driver for modern M&A is the desire to “import” U.S. digital capabilities—such as advanced CRM systems, cloud-based logistics solutions, and AI-driven data analytics—back into the European parent organization.

Leveraging these tools allows European acquirers to personalize offerings and refine marketing spend with a level of precision that is often more advanced in the U.S. market. This cross-pollination of digital strategies doesn’t just improve the U.S. subsidiary; it enhances the operational insights of the entire global enterprise.

Securing the Human Element: Talent and Culture

In the service and retail sectors, the “product” is the people. Consequently, securing key management and sales talent is a critical component of the due diligence process. European buyers must evaluate U.S. talent pools not just for technical skill, but for cultural alignment with the parent company’s values. Moreover, European buyers need to conduct thorough due diligence as part of the M&A process to understand the employee culture of the potential U.S. target, the employment practices of the U.S. target, federal and state labor laws, laws and regulations impacting benefits, potential pension plan liabilities and other risks and liabilities inherent in any acquisition of employees. Such deep understanding of U.S. work culture is also critical to avoid the common pitfall of imposing the parent company culture, which can be detrimental to employee morale, increase turnover, and lower productivity.

Initial considerations must include a thorough review of U.S. employment agreements, non-compete clauses, non-solicitation provisions, confidentiality protections, equity incentive plans, severance provisions and other such agreements, which may differ significantly from European standards. Understanding these “at-will” dynamics early ensures that the “Human Capital” of the target remains incentivized and engaged throughout the integration process.

Conclusion: Cultivating New Growth Avenues

Strategic M&A in the U.S. business services and retail sectors is a powerful engine for global expansion. By combining European innovation with American market scale and digital expertise, firms can establish a resilient, customer-centric presence that is built for enduring success.

Having explored the strategic opportunities, we now dive into the “Rulebook.” In our next article, we decode the multi-layered U.S. legal, tax, and regulatory landscape that every European acquirer must master.


ABOUT THE AUTHORS:

Nico Pronk is Managing Partner, CEO, and Head of Investment Banking at Noble Capital Markets. Nico has over 35 years of experience working with IPOs, Secondary Offerings, Private Placements and Mergers and Acquisitions including complex cross-border transactions. During his career he has served as Director or Advisor to numerous privately held and publicly traded companies.

Bruce C. Rosetto is a Senior Partner and Shareholder at Greenberg Traurig LLP and represents private and public companies, private equity funds, hedge funds, investment banks, and entrepreneurial clients in a wide variety of industries. He has broad experience in domestic and international mergers and acquisitions, raising capital, securities work, private placement financings, corporate governance, alternate assets, and projects qualifying for investment under the EB-5 Entrepreneur Investment Visa Program. He also forms private equity funds and family offices and represents affiliated portfolio companies.

Fred Campos is a Managing Director at CBIZ with more than 20 years of experience in accounting and finance and more than 300 executed buy-side and sell-side M&A engagements. Prior to joining CBIZ, Fred founded and led a boutique advisory services firm focused on mergers and acquisitions and exit readiness. Earlier in his career, he was part of the cross-border practice at Ernst & Young (EY) where he assisted EY’s global clients on cross-border deals. Fred also established and led the regional transaction advisory services practice for a global top tier public accounting firm.

Mark Chaves, Managing Director with CBIZ, assists companies with domestic and international tax planning and structuring, mergers and acquisitions, and business reorganizations. Mark has focused his career on working with multinational corporations to manage cross-border direct and indirect tax issues, foreign tax credit and repatriation planning, reorganization of expatriate and inpatriate tax matters, and ASC 740 reporting. Additionally, Mark assists individuals with international estate planning, inbound tax structuring of investments in U.S. real property, and pre-immigration planning as well as with cross-border tax issues   and filings for FINCEN compliance.

Matthew (Matt) Podowitz is the founder and Principal Consultant of Pathfinder Advisors LLC, bringing experience on 400+ global M&A engagements to his clients. Matt specializes in the critical operational and technology aspects of M&A transactions, providing due diligence, carve-out, integration, and value creation services. Leveraging his perspective as a dual US/EU citizen, he provides seamless support for cross-border M&A transactions through every step of the transaction lifecycle in both markets. His background includes leadership roles at firms like Ernst & Young, Grant Thornton, and CFGI.

Release – Kelly Reports Fourth-Quarter and Full-Year 2025 Earnings

Research News and Market Data on KELYA

February 12, 2026

PDF Version

TROY, Mich., Feb. 12, 2026 (GLOBE NEWSWIRE) — Kelly (Nasdaq: KELYA, KELYB), a leading specialty talent solutions provider, today announced fourth-quarter and full-year 2025 earnings.

  • Full-year revenue of $4.3 billiondown 1.9% as reported and flat excluding previously disclosed acquisitions and the discrete impacts
  • Full-year free cash flow of $114 million, a sixfold increase versus the prior year. Completed $10 million of Class A share repurchases during Q4, with a total of $158 million of capital deployed towards debt repayment, share repurchases and dividends for the year
  • Q4 adjusted SG&A decline of 11.1% reflects momentum on structural and demand-driven expense optimization initiatives, including acquisition integration and technology modernization efforts
  • Q4 operating loss of $0.7 million$8.3 million of operating earnings on an adjusted basis
  • Q4 adjusted EBITDA of $21.0 million; adjusted EBITDA margin of 2.0%, full-year adjusted EBITDA margin of 2.6%
  • Company expects to return to organic revenue growth and adjusted EBITDA margin expansion in the second half of 2026

Chris Layden, chief executive officer, said, “In the fourth quarter, we capitalized on positive trends in each of our segments and delivered results that reflect our progress on stabilizing Kelly’s performance. We also completed the first significant milestone in our technology modernization initiative, completing the consolidation of our SET acquisitions onto a unified, best-in-class platform that will soon be deployed across SET and the entire enterprise. We begin 2026 with clear organic growth and efficiency drivers which we expect will position Kelly to deliver year-over-year growth and margin expansion in the second half of the year.”

Financial Results for the 13-week period ended December 28, 2025:

Revenue of $1.1 billion, a 11.9% decrease compared to the corresponding quarter of 2024, primarily driven by lower demand in our ETM and SET segments, partially offset by growth of 1.3% in the Education segment. Discrete impacts associated with reduced demand for U.S. federal government contractors and from three large commercial customers totaled approximately 8%, resulting in an underlying revenue decline of approximately 3.9%.

Operating loss of $0.7 million compared to a loss of $56.7 million reported in the fourth quarter of 2024. Adjusted earnings1 were $8.3 million in the fourth quarter of 2025 and $29.2 million in the fourth quarter of 2024. Adjusted EBITDA1 of $21.0 million, down 51.7% versus the prior year period. Adjusted EBITDA1 margin of 2.0%, a decrease of 170 bps driven primarily by near-term gross margin pressure in SET and ETM due primarily to employee-related costs and business mix.

Income tax expense of $126.2 million, compared to income tax benefit of $23.8 million reported in the fourth quarter of 2024. Current quarter expense reflects a $127.9 million valuation allowance increase related to work opportunity credit and foreign tax credit carryforwards due to cumulative losses in recent years including goodwill impairments. On an adjusted basis1, income tax expense of $0.8 million, compared to income tax benefit of $2.1 million in the fourth quarter of 2024.

Loss per share was $3.69 compared to a loss per share of $0.90 in the fourth quarter of 2024. On an adjusted basis1, earnings per share were $0.16 compared to $0.79 per share in the corresponding quarter of 2024.

Financial results for the 52-week period ended December 28, 2025:

Revenue of $4.3 billion, down 1.9% compared to the prior year. Excluding the impact of the May 2024 acquisition of MRP, revenue was down 6.2% on an organic basis driven primarily by a 6% decline due to discrete impacts associated with reduced demand for U.S. federal government contractors and from three large commercial customers. The Education segment grew 3.9% for the full year.

Operating loss of $69.8 million compared to a loss of $15.1 million reported in 2024; both years reflect non-cash impairment charges of $102.0 million and $86.3 million, respectively. Adjusted earnings1 were $59.3 million in 2025 and $92.1 million in 2024. Adjusted EBITDA1 of $109.4 million, down 23.8% versus the prior year. Adjusted EBITDA1 margin of 2.6%, a decrease of 70 bps driven primarily by near-term gross margin pressure in SET and ETM along with revenue trends and timing of related expense management actions.

Income tax expense of $175.3 million, compared to income tax benefit of $21.3 million in 2024. The 2025 expense reflects a $197.6 million valuation allowance established against our work opportunity credit and foreign tax credit carryforwards due to cumulative losses in recent years including goodwill impairments. On an adjusted basis1, income tax expense was $4.2 million, compared to income tax expense of $5.5 million in the corresponding period of 2024.

Loss per share was $7.24 compared to a loss per share of $0.02 in 2024. On an adjusted basis1, earnings per share were $1.26 in 2025 compared to $2.26 per share in 2024.
_________________________________________
Adjusted measures represent non-GAAP financial measures. Refer to our reconciliation of non-GAAP financial measures to the most closely related GAAP measure included in this document.


Financial Outlook For Fiscal 
2026:

The Company’s 2026 financial outlook assumes no material change in the macroeconomic or industry dynamics relative to current trends, and is as follows:

  • First Quarter of 2026 – Expect Q1 to look similar to Q4, with revenue declining between 11% to 13% year-over-year, or between 3% to 5% on an underlying basis excluding discrete customer impacts, and adjusted EBITDA margin of approximately 1.5%, which includes the impact of annual payroll tax resets.
     
  • Remainder of Year – Assuming no new material impacts, expect relative improvement in year-over-year performance each successive quarter for both revenue and adjusted EBITDA margin resulting in modest year-over-year revenue growth and measurable adjusted EBITDA margin expansion in the second half of the year.

Quarterly Cash Dividend and Share Repurchase:

Kelly also reported that on February 10, its board of directors declared a dividend of $0.075 per share. The dividend is payable on March 11, 2026, to stockholders of record as of the close of business on February 25, 2026. In addition, Kelly executed share repurchases of $10.0 million during the fourth quarter of 2025 as part of the previously announced, board approved share repurchase program.

In conjunction with its earnings release, Kelly has published a financial presentation and will host a live webcast of a conference call with financial analysts at 9 a.m. ET on February 12 to review the results from the quarter and answer questions. The presentation and a link to the live webcast will be accessible through the Company’s public website on the Investor Relations page under Events & Presentations. The webcast will be recorded, and a replay will be available within one hour of completion of the event through the same link as the live webcast.

Forward-Looking Statements

This release contains statements that are forward looking in nature and, accordingly, are subject to risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Kelly’s financial expectations, are forward-looking statements. Factors that could cause actual results to differ materially from those contained in this release include, but are not limited to, (i) changing market and economic conditions, (ii) disruption in the labor market and weakened demand for human capital resulting from technological advances, loss of large corporate customers and government contractor requirements, (iii) the impact of laws and regulations (including federal, state and international tax laws), (iv) unexpected changes in claim trends on workers’ compensation, unemployment, disability and medical benefit plans, (v) litigation and other legal liabilities (including tax liabilities) in excess of our estimates, (vi) our ability to achieve our business’s anticipated growth strategies, (vii) our future business development, results of operations and financial condition, (viii) damage to our brands, (ix) dependency on third parties for the execution of critical functions, (x) conducting business in foreign countries, including foreign currency fluctuations, (xi) availability of temporary workers with appropriate skills required by customers, (xii) cyberattacks or other breaches of network or information technology security, and (xiii) other risks, uncertainties and factors discussed in this release and in the Company’s filings with the Securities and Exchange Commission. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this press release and we undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

About Kelly®

Kelly Services, Inc. (Nasdaq: KELYA, KELYB) helps companies recruit and manage skilled workers and helps job seekers find great work. Since inventing the staffing industry in 1946, we have become experts in the many industries and local and global markets we serve. With a network of suppliers and partners around the world, we connect approximately 375,000 people with work every year. Our suite of outsourcing and consulting services and solutions ensures companies have the people they need, when and where they are needed most. Headquartered in Troy, Michigan, we empower businesses and individuals to access limitless opportunities in industries such as science, engineering, technology, education, manufacturing, retail, finance, and energy. Revenue in 2025 was $4.3 billion. Learn more at kellyservices.com.

KLYA-FIN

ANALYST & MEDIA CONTACT:   
Scott Thomas   
(248) 251-7264   
scott.thomas@kellyservices.com   

View full release here.

Release – Kelly Appoints Patrick McCall as Chief Growth Officer

Research News and Market Data on KELYA

February 11, 2026

PDF Version

Industry leader will oversee company-wide growth acceleration efforts

TROY, Mich., Feb. 11, 2026 (GLOBE NEWSWIRE) — Kelly (Nasdaq: KELYA, KELYB), a global specialty talent solutions provider, has appointed Patrick McCall as chief growth officer, effective Feb. 16, 2026. McCall is joining the company’s senior leadership team, reporting to Kelly CEO Chris Layden, and responsible for accelerating Kelly’s organic growth and delivering industry-leading capabilities to clients and candidates.

“Pat is a growth-obsessed leader who will help bring to bear the full strength of Kelly’s portfolio and enhance how we go to market to win more market share,” Layden said. “He has extensive experience in designing and managing enterprise commercial models, a background in both specialized human capital solutions and IT services, a history of building high-performing teams, and an impressive track record in driving sustained growth.”

A seasoned workforce solutions executive with 30 years of sales and operations experience, McCall has a proven track record of accelerating profitable growth at several Fortune 500 workforce solutions providers. He joins Kelly from AMN Healthcare where, as chief growth officer, he stabilized the business following a post-pandemic downturn in the sector. He previously served as chief revenue officer at People2.0, leading global sales for the provider of workforce compliance and payroll services, successfully unifying the global selling organization after a number of acquisitions.

He also held various senior sales roles at Randstad over the course of more than 10 years. As chief sales officer at the global workforce solutions provider, he oversaw a portfolio of more than 3 billion euros and helped build Randstad Sourceright, the company’s recruitment process outsourcing (RPO) and managed services provider (MSP) business, into a global leader.

In addition to the development and execution of Kelly’s growth strategy, McCall will be responsible for strengthening large strategic accounts management, expanding new logo acquisition, and building a modern, integrated and client-centric go-to-market model.

“I’m thrilled to join Kelly, an iconic workforce solutions pioneer positioned for a bright future,” McCall said. “I’m impressed by the breadth and depth of its offerings, and I see tremendous opportunities to build on the strong foundation Kelly has already established and unlock even more value for clients and the business in this dynamic labor market.”

McCall holds a Bachelor of Science in economics from North Carolina State University. He serves on the CSO advisory board for research firm Gartner and has been recognized by Staffing Industry Analysts as one of the industry’s most influential leaders. In his spare time, he fundraises for the American Cancer Society and the Alzheimer’s Association through cycling events.

About Kelly®
Kelly Services, Inc. (Nasdaq: KELYA, KELYB) helps companies recruit and manage skilled workers and helps job seekers find great work. Since inventing the staffing industry in 1946, we have become experts in the many industries and local and global markets we serve. With a network of suppliers and partners around the world, we connect more than 400,000 people with work every year. Our suite of outsourcing and consulting services and solutions ensures companies have the people they need, when and where they are needed most. Headquartered in Troy, Michigan, we empower businesses and individuals to access limitless opportunities in industries such as science, engineering, technology, education, manufacturing, retail, finance, and energy. Revenue in 2024 was $4.3 billion. Learn more at kellyservices.com.

KLYA-FIN

Media Contact
Christian Taske
248-561-8823
christian.taske@kellyservices.com

Analyst Contact
Scott Thomas
248-251-7264
scott.thomas@kellyservices.com

This press release was published by a CLEAR® Verified individual.

Release – Kelly Announces Fourth-Quarter and Full-Year 2025 Conference Call

Research News and Market Data on KELYA

February 5, 2026

PDF Version

TROY, Mich., Feb. 05, 2026 (GLOBE NEWSWIRE) — Kelly, a leading global specialty talent solutions provider, will release its fourth-quarter and full-year earnings before the market opens on Thursday, February 12, 2026. In conjunction with its earnings release, Kelly will publish a financial presentation and host a live webcast of a conference call with financial analysts at 9 a.m. ET on February 12 to review the results from the quarter and answer questions.

The presentation and a link to the live webcast will be accessible through the Company’s public website on the Investor Relations page under Events & Presentations. The webcast will be recorded, and a replay will be available within one hour of completion of the event through the same link as the live webcast.

About Kelly

Kelly Services, Inc. (Nasdaq: KELYA, KELYB) helps companies recruit and manage skilled workers and helps job seekers find great work. Since inventing the staffing industry in 1946, we have become experts in the many industries and local and global markets we serve. With a network of suppliers and partners around the world, we connect more than 400,000 people with work every year. Our suite of outsourcing and consulting services and solutions ensures companies have the people they need, when and where they are needed most. Headquartered in Troy, Michigan, we empower businesses and individuals to access limitless opportunities in industries such as science, engineering, technology, education, manufacturing, retail, finance, and energy. Revenue in 2024 was $4.3 billion. Learn more at kellyservices.com.

KLYA-FIN

Analyst & Media Contacts:
Scott Thomas
(248) 251-7264
scott.thomas@kellyservices.com

Resources Connection (RGP) – More Cost Out


Monday, February 02, 2026

Resources Connection, Inc. provides agile consulting services in North America, Europe, and the Asia Pacific. The company offers finance and accounting services, including process transformation and optimization, financial reporting and analysis, technical and operational accounting, merger and acquisition due diligence and integration, audit readiness, preparation and response, implementation of new accounting standards, and remediation support. It also provides information management services, such as program and project management, business and technology integration, data strategy, and business performance management. In addition, the company offers corporate advisory, strategic communications, and restructuring services; and corporate governance, risk, and compliance management services, such as contract and regulatory compliance, enterprise risk management, internal controls management, and operation and information technology (IT) audits. Further, it provides supply chain management services comprising strategy development, procurement and supplier management, logistics and materials management, supply chain planning and forecasting, and unique device identification compliance; and human capital services, including change management, organization development and effectiveness, compensation and incentive plan strategies, and optimization of human resources technology and operations. Additionally, the company offers legal and regulatory supporting services for commercial transactions, global compliance initiatives, law department operations, and law department business strategies and analytics. It also provides policyIQ, a proprietary cloud-based governance, risk, and compliance software application. The company was formerly known as RC Transaction Corp. and changed its name to Resources Connection, Inc. in August 2000. Resources Connection, Inc. was founded in 1996 and is headquartered in Irvine, California.

Joe Gomes, CFA, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Cost Out. Last week, RGP authorized a reduction of its global management and administrative workforce intended to reduce cost structure through enhanced efficiencies and streamlined operations. The Company expects the reduction in force to result in annual cost savings of $6-$8 million. Restructuring charges of approximately $3 million are expected to be recognized in the third and fourth quarters of fiscal 2026. The workforce reduction should be substantially completed by the end of fiscal 2026.

Additive. Last week’s announcement is on top of the October RIF, which also is expected to yield annual savings of $6 million to $8 million. Combined, the two actions could reduce expenses in the $12-$16 million range. These efforts are part of an even deeper assessment across the entire organization to streamline organizational structure, simplify processes, and adopt automation and AI to ensure RGP’s cost structure is adequately sized to the current revenue levels.


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Kelly Services (KELYA) – We Have Assumed Control


Monday, February 02, 2026

Kelly (Nasdaq: KELYA, KELYB) connects talented people to companies in need of their skills in areas including Science, Engineering, Education, Office, Contact Center, Light Industrial, and more. We’re always thinking about what’s next in the evolving world of work, and we help people ditch the script on old ways of thinking and embrace the value of all workstyles in the workplace. We directly employ nearly 350,000 people around the world and connect thousands more with work through our global network of talent suppliers and partners in our outsourcing and consulting practice. Revenue in 2021 was $4.9 billion. Visit kellyservices.com and let us help with what’s next for you.

Joe Gomes, CFA, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Sale Completed. On Friday, Hunt Equity Opportunities, a subsidiary of Hunt Companies, acquired the 3,039,240 Class B shares previously held by the Terence E. Adderley Revocable Trust K. Hunt now has effective control of Kelly, as owner of 92.2% of the voting Class B shares. According to James Christopher Hunt, CEO of Hunt, “Hunt is very excited about the value creation opportunities ahead for Kelly. We look forward to supporting Chris Layden, CEO of Kelly, and the rest of the Company’s management team as they focus on accelerating growth and realizing Kelly’s full potential.”

Board Changes. As part of the transition, four Hunt designees have been named to Kelly’s Board, with five former Kelly directors leaving the Board, which will now consist of 8 members. Mr. Hunt has been named Chairman of the Board.


Get the Full Report

Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – Kelly Services Announces Agreement with Hunt Equity Opportunities and Board Appointments

Research News and Market Data on KELYA

January 30, 2026

PDF Version

TROY, Mich., Jan. 30, 2026 (GLOBE NEWSWIRE) — Kelly Services, Inc. (Nasdaq: KELYA; KELYB) (“Kelly” or the “Company”), a leading specialty talent solutions provider, announced today that the Company entered into a letter of agreement (the “Letter Agreement”) with Hunt Equity Opportunities, LLC, an indirect subsidiary of Hunt Companies, Inc. (“Hunt”), to provide for the amendment and expiration of the previously announced stockholder rights plan (the “Rights Plan”), and for certain conduct and approval covenants related to Kelly’s governance and transaction evaluation processes.

The intent of the adoption of the Rights Plan was to afford the Company’s board of directors (the “Board”) sufficient time to become informed about and evaluate the terms of the Share Purchase Agreement, dated January 9, 2026, between Terence E. Adderley Revocable Trust K (“Trust K”) and Hunt Equity Opportunities, LLC, and to consider the best interests of the stockholders of the Company unaffiliated with Trust K. Following extensive discussions with Hunt, the parties entered into the Letter Agreement pursuant to which the Board unanimously approved Amendment No. 1 to the Rights Plan (the “Amendment”), effective January 30, 2026. The Amendment, among other things, exempts the Hunt purchase of shares from Trust K (the “Transfer”) as a trigger event under the Rights Plan and provides that the Rights Plan expires immediately prior to the Transfer.

Thereafter, on January 30, 2026, Trust K closed a transaction with Hunt, pursuant to which Hunt acquired 3,039,940 shares of Class B Common Stock of Kelly from Trust K, causing Hunt to become the controlling stockholder of Kelly with 92.2% of the Class B Common Stock.

“Hunt is very excited about the value creation opportunities ahead for Kelly,” said James Christopher Hunt, chief executive officer of Hunt (“Chris Hunt”). “We look forward to supporting Chris Layden, chief executive officer of Kelly, and the rest of the Company’s management team as they focus on accelerating growth and realizing Kelly’s full potential.”

Also pursuant to the Letter Agreement, Kelly announced changes to the composition of the Company’s Board. Effective January 30, 2026, and until Kelly’s 2026 Annual Meeting of Stockholders, the Board is composed of four designees from Hunt, Chris Hunt, Angela Brock-Kyle, Edward Escudero, and James K. Hunt; Layden; and three directors serving on the Board as of the Letter Agreement date, Robert S. Cubbin, Amala Duggirala, and Leslie A. Murphy. Chris Hunt serves as the Company’s chairman. In connection with these changes, Terrence B. Larkin, Gerald S. Adolph, George S. Corona, InaMarie F. Johnson, and Peter W. Quigley resigned from the Board, effective January 30, 2026.

“On behalf of Kelly, we are pleased to welcome our new Board members as we continue to drive progress on the Company’s strategic journey. We remain committed to creating lasting value for all our stakeholders, and we look forward to working with our new directors toward that goal,” said Layden. “We are grateful to Trust K for its support of Kelly, and to the outgoing members of the Board for their dedicated service and contributions toward building a strong foundation upon which the Company can grow going forward.”

Additional information regarding the Letter Agreement will be contained in a current report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

Forward-Looking Statements:

This release contains statements that are forward looking in nature and, accordingly, are subject to risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Kelly’s financial expectations, are forward-looking statements. Factors that could cause actual results to differ materially from those contained in this release include, but are not limited to, (i) changing market and economic conditions, (ii) disruption in the labor market and weakened demand for human capital resulting from technological advances, loss of large corporate customers and government contractor requirements, (iii) the impact of laws and regulations (including federal, state and international tax laws), (iv) unexpected changes in claim trends on workers’ compensation, unemployment, disability and medical benefit plans, (v) litigation and other legal liabilities (including tax liabilities) in excess of our estimates, (vi) our ability to achieve our business’s anticipated growth strategies, (vii) our future business development, results of operations and financial condition, (viii) damage to our brands, (ix) dependency on second parties for the execution of critical functions, (x) conducting business in foreign countries, including foreign currency fluctuations, (xi) availability of temporary workers with appropriate skills required by customers, (xii) cyberattacks or other breaches of network or information technology security, and (xiii) other risks, uncertainties and factors discussed in this release and in the Company’s filings with the Securities and Exchange Commission. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this press release and we undertake no duty to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Advisors

Nelson Mullins Riley & Scarborough LLP, Potter Anderson & Corroon LLP and Allerhand & Odoner LLP acted as legal counsel to Kelly. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to Hunt. Chestnut Partners acted as exclusive financial advisor and Goodwin Procter LLP acted as legal counsel to Trust K.

About Kelly®

Kelly Services, Inc. (Nasdaq: KELYA, KELYB) helps companies recruit and manage skilled workers and helps job seekers find great work. Since inventing the staffing industry in 1946, we have become experts in the many industries and local and global markets we serve. With a network of suppliers and partners around the world, we connect more than 400,000 people with work every year. Our suite of outsourcing and consulting services and solutions ensures companies have the people they need, when and where they are needed most. Headquartered in Troy, Michigan, we empower businesses and individuals to access limitless opportunities in industries such as science, engineering, technology, education, manufacturing, retail, finance, and energy. Revenue in 2024 was $4.3 billion. Learn more at kellyservices.com.

About Hunt Companies

Based in El Paso, Texas, Hunt Companies is a privately held investment platform with over 75 years of expertise in real estate, infrastructure, and financial services. Our nationwide operations are powered by a diverse portfolio of affiliates. From developing vibrant communities to managing complex financial structures, we are dedicated to creating value that endures. With a focus on sustainable growth and innovation, Hunt Companies continues to expand its impact, delivering results that benefit our clients, partners, and the communities we serve.

www.huntcompanies.com

KELYA-FIN

Analyst & Media Contact

Scott Thomas
(248) 251-7264
scott.thomas@kellyservices.com

Release – Resources Connection, Inc. Announces Quarterly Dividend and Dividend Payment Date

RGP global consulting and project execution for business transformation

Research News and Market Data on RGP

DALLAS–(BUSINESS WIRE)–Jan. 28, 2026–
Resources Connection, Inc. (Nasdaq: RGP) (the “Company”) announced today that the Board of Directors has approved a cash dividend of $0.07 per share, payable on March 20, 2026 to all stockholders of record on February 20, 2026.

ABOUT RGP

RGP (Nasdaq: RGP) is an award-winning global professional services firm with three decades of experience helping the world’s top organizations navigate change and seize opportunity. With three integrated offerings—On-Demand Talent, Consulting, and Outsourced Services—we provide CFOs and other C-suite leaders with the flexibility to solve today’s most pressing challenges on their terms, uniting strategy, execution, and talent across accounting and finance, digital transformation, data, and cloud, at global scale. Our people-first approach continues to drive innovation across industries worldwide.

Based in Dallas, TX with offices worldwide, we annually engage with over 1,500 clients around the world from 40 physical practice offices and multiple virtual offices. As of January 2026, RGP is proud to have served 90% of the Fortune 100 and has been recognized by U.S. News & World Report (2024-2025 Best Companies to Work for) and Forbes (America’s Best Management Consulting Firms 2025, America’s Best Midsize Employers 2025, World’s Best Management Consulting Firms 2024).

The Company is listed on the Nasdaq Global Select Market, the exchange’s highest tier by listing standards. To learn more about RGP, visit: http://www.rgp.com. (RGP-F)

Investor Contact:
Jennifer Ryu, Chief Financial Officer

(US+) 1-714-430-6500

jennifer.ryu@rgp.com

Media Contact:
Pat Burek
Financial Profiles

(US+) 1-310-622-8244

pburek@finprofiles.com

Source: Resources Connection, Inc.

Noble Capital Markets Emerging Growth Virtual Equity Conference – February 2026 – Presenting Company Replays

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Kelly Services (KELYA) – Trust To Sell Controlling Stake; Kelly Adopts Shareholders Rights Plan


Tuesday, January 13, 2026

Kelly (Nasdaq: KELYA, KELYB) connects talented people to companies in need of their skills in areas including Science, Engineering, Education, Office, Contact Center, Light Industrial, and more. We’re always thinking about what’s next in the evolving world of work, and we help people ditch the script on old ways of thinking and embrace the value of all workstyles in the workplace. We directly employ nearly 350,000 people around the world and connect thousands more with work through our global network of talent suppliers and partners in our outsourcing and consulting practice. Revenue in 2021 was $4.9 billion. Visit kellyservices.com and let us help with what’s next for you.

Joe Gomes, CFA, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

A Surprise Sale. Yesterday morning, Kelly Services announced that last Friday, the Terence E. Adderley Revocable Trust K notified Kelly’s Board that it entered into a definitive agreement to sell its entire holding, which constitutes 92.2% of the voting Class B common stock, to a private party. In an amended Schedule 13D filing after the market closed yesterday, the buyer was identified as Hunt Equity Opportunities.

A Large Premium. Hunt is purchasing the 3,039,940 B shares held by the Trust for $106 million, or the equivalent of $34.87/sh. The B shares closed on Friday at $8.86. Historically, the A and B shares have traded in tandem, although there have been periods in which one class has outpaced the other. There is a potential $15.2 million additional payout if the market capitalization of Kelly is equal to or greater than $1.2 billion at any time over the next 48 months. The deal is expected to close by the end of January.


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Release – Kelly Services Adopts Stockholder Rights Plan

Research News and Market Data on KELYA

January 12, 2026

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TROY, MI, Jan. 12, 2026 (GLOBE NEWSWIRE) — Kelly Services, Inc. (Nasdaq: KELYA, KELYB) (the “Company”), a leading specialty talent solutions provider, announced today that its Board of Directors (the “Board”) has unanimously adopted a stockholder rights plan (the “Rights Plan”).

On Friday, January 9, 2026, the Terence E. Adderley Revocable Trust K (the “Trust”) notified the Board that it has entered into a definitive agreement to sell its entire holding, which constitutes 92.2%, of the voting Class B common stock to a private party. The Board and its advisors met several times over the course of the following days, and at a meeting held on January 11, 2026, the Board unanimously approved the adoption of the Rights Plan, which is intended to afford the Board sufficient time to become informed about and evaluate the terms of the transaction and any plans or proposals of the purchaser, and to consider the best interests of all stockholders of the Company. 

After the Board meeting held on January 11, 2026, the Board notified a representative of the Trust that the Board had approved the Rights Plan. Throughout the evening of January 11, 2026, representatives of the Board, the Trust and the purchaser engaged in additional discussions about the Rights Plan and expect the dialogue to continue.

Pursuant to the Rights Plan, the Company will issue, by means of a dividend, to each outstanding share of Class A common stock and Class B common stock (collectively, the “Company common stock”) a right to purchase (a) 0.9833 shares of Class A common stock, subject to adjustment (a “Class A Common Stock Fraction”) and (b) 0.0167 shares of Class B common stock, subject to adjustment (a “Class B Common Stock Fraction”) to stockholders of record as of 5:15 p.m., Eastern Time, on January 11, 2026. Initially, these rights will not be exercisable and will trade with, and be represented by, the shares of the Company common stock.

The rights will expire on the earliest of (i) the close of business on January 10, 2027, (ii) the time at which the rights are redeemed, (iii) the time at which the rights are exchanged and (iv) the closing of a merger or acquisition transaction involving the Company pursuant to a merger or other acquisition agreement approved by the Board, in each case, pursuant to the Rights Plan.

Under the Rights Plan, the rights generally become exercisable if a person or a group of persons (each, an “acquiring person”) acquires beneficial ownership of 75% or more of the outstanding shares of the Class B common stock. In that situation, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to receive, upon exercise, shares (or fractions of shares) of Class A common stock and/or Class B common stock having a value equal to two times the exercise price of the right. In addition, if the Company is acquired in a merger or other business combination after an unapproved party acquires 75% or more of the outstanding shares of the Class B common stock, each holder of a right would then be entitled to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the right. The Board, at its option, may exchange each right (other than rights owned by the acquiring person that have become void) in whole or in part, at an exchange ratio of one Class A Common Stock Fraction and one Class B Common Stock Fraction (or, in some instances, as provided in the Rights Plan, for cash, additional shares or Class A common stock, other securities, or other assets) per right, subject to adjustment. Except as provided in the Rights Plan, the Board is entitled to redeem the rights at $0.001 per right.

If a person or group beneficially owns 75% or more of the outstanding shares of Class B common stock prior to the adoption of the Rights Plan, then that person’s or group’s, together with such person’s or group’s affiliates’ and associates’, existing ownership percentage will be grandfathered (except that, with certain exceptions, (i) if such person or group, along with such person’s or group’s affiliates and associates, increases its ownership of Class B common stock, or (ii) in the case of a person or group, together with such person’s or group’s affiliates and associates, who by reason of a right to acquire shares pursuant to an agreement, arrangement or understanding beneficially owns 75% or more of the outstanding shares of Class B common stock, if such person or group or one or more of such person’s or group’s affiliates or associates exercises such right to acquire or otherwise acquires some or all of such shares, pursuant to the terms and conditions of such agreement, arrangement or understanding and upon such exercise, acquisition or consummation, such person or group, together with all such person’s or group’s affiliates and associates, beneficially owns 75% or more of the outstanding shares of Class B Common Stock, in each such case, such person’s or group’s ownership percentage will no longer be considered grandfathered).

Additional information regarding the Rights Plan will be contained in a current report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

Potter Anderson & Corroon LLP and Nelson Mullins Riley & Scarborough LLP are acting as legal advisors to the Company.

About Kelly®

Kelly Services, Inc. (Nasdaq: KELYA, KELYB) helps companies recruit and manage skilled workers and helps job seekers find great work. Since inventing the staffing industry in 1946, we have become experts in the many industries and local and global markets we serve. With a network of suppliers and partners around the world, we connect more than 400,000 people with work every year. Our suite of outsourcing and consulting services and solutions ensures companies have the people they need, when and where they are needed most. Headquartered in Troy, Michigan, we empower businesses and individuals to access limitless opportunities in industries such as science, engineering, technology, education, manufacturing, retail, finance, and energy. Revenue in 2024 was $4.3 billion. Learn more at kellyservices.com.

Analyst & Media Contact

Scott Thomas
(248) 251-7264
scott.thomas@kellyservices.com

First Eagle Moves to Acquire Diamond Hill in $473 Million Deal

The asset-management industry is entering another phase of consolidation, highlighted by First Eagle Investments’ agreement to acquire Diamond Hill Investment Group in a deal valued at approximately $473 million. The all-cash transaction marks a significant premium for Diamond Hill shareholders and positions both firms to expand their capabilities in an increasingly competitive market for active management.

Under the terms of the agreement, First Eagle will purchase all outstanding shares of Diamond Hill for $175 per share. The price reflects a premium of nearly 50% over Diamond Hill’s closing price on December 10, 2025, and more than 40% above the company’s 30-day volume-weighted average price. With this valuation, Diamond Hill shareholders realize immediate financial benefit, while First Eagle secures a platform that strengthens its presence across key asset classes.

The strategic rationale centers on complementary strengths between the two firms. First Eagle, which oversees a diversified mix of equity, fixed income, alternative credit, and multi-asset strategies, gains a larger footprint in traditional fixed income through Diamond Hill’s growing franchise in that category. For Diamond Hill, the combination adds global resources, broader distribution reach, and operational depth without altering the core investment philosophy that has shaped the firm for more than two decades.

Diamond Hill’s U.S.-focused multi-cap equity approach aligns with First Eagle’s existing global equity and small-cap capabilities. This creates a more rounded platform for clients who want differentiated active-management styles across both domestic and international markets. Importantly, Diamond Hill will maintain its brand, investment process, and headquarters in Columbus following the completion of the transaction. Its investment teams are expected to remain in place, preserving continuity for existing clients.

The combined organization will oversee roughly $208 billion in assets under management and advisement on a pro forma basis as of the most recent reporting date. By operating at a larger scale, the firms anticipate improved efficiency, stronger product breadth, and enhanced competitiveness across the financial advisor and institutional channels.

The agreement also includes a formal “go-shop” period, allowing Diamond Hill to solicit alternative acquisition proposals for 35 days following the announcement. While there is no guarantee of a competing bid, the mechanism ensures fiduciary flexibility while the board evaluates shareholder value.

Subject to shareholder and regulatory approvals, the transaction is expected to close by the third quarter of 2026. Diamond Hill will suspend its quarterly dividends through closing, and its shares will be delisted from Nasdaq once the acquisition is finalized. There are no financing contingencies tied to the deal, which adds clarity to the expected timeline.

The acquisition underscores how firms with long-term investment philosophies are adapting to market pressures through scale, resource expansion, and strategic alignment. By combining Diamond Hill’s valuation-driven discipline with First Eagle’s global reach and historical focus on capital stewardship, the new partnership aims to create a more robust platform positioned for varied market cycles.

As consolidation continues across the asset-management industry, this transaction highlights how firms are pursuing strategic combinations to strengthen client offerings while delivering value to shareholders.

The ODP Corporation (ODP) – Acquisition Approved


Tuesday, December 09, 2025

Office Depot, Inc., together with its subsidiaries, supplies a range of office products and services. It offers merchandise, such as general office supplies, computer supplies, business machines and related supplies, and office furniture through its chain of office supply stores under the Office Depot, Foray, Ativa, Break Escapes, Worklife, and Christopher Lowell brand names. The company also provides graphic design, printing, reproduction, mailing, shipping, and other services through design, print, and ship centers. It has operations throughout North America, Europe, Asia, and Central America. The company also sells its products and services through direct mail catalogs, contract sales force, Internet sites, and retail stores, through a mix of company-owned operations, joint ventures, licensing and franchise agreements, alliances, and other arrangements. As of December 31, 2008, Office Depot operated 1,267 North American retail division office supply stores and 162 international division retail stores, as well as participated under licensing and merchandise arrangements in 98 stores. The company was founded in 1986 and is based in Boca Raton, Florida.

Joe Gomes, CFA, Managing Director, Equity Research Analyst, Generalist , Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Acquisition Approved. On December 5th, The ODP Corporation held a special meeting of stockholders at which holders of ODP’s common stock approved the acquisition of ODP by an affiliate of Atlas Holdings for $28 per share. With shareholder approval, the acquisition is expected to be completed on December 10th, at which time ODP common shares will cease to trade.

Details. Of the 30,117,856 shares of ODP Common Stock issued and outstanding at the close of business on October 21, 2025, the record date for the ODP Special Meeting, 22,656,187 shares were present or represented by proxy at the ODP Special Meeting. A total of 22,540,259 shares voted in favor of the acquisition.


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Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision.