UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

BARRETT BUSINESS SERVICES, INC.

(Exact name of Registrant as Specified in Its Charter)

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

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

Securities registered pursuant to Section 12(b) of the Act:

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On August 2, 2023 Barrett Business Services, Inc. (the “Company”), issued a news release announcing its financial results for the second quarter ended June 30, 2023. The release also provides management’s expectations for certain key performance metrics for 2023. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On August 2, 2023 the Company announced that its Board of Directors has declared a regular quarterly cash dividend of $0.30 per share. The dividend is payable on September 1, 2023 to all stockholders of record as of August 18, 2023.

The Company also announced that the Board has authorized the repurchase of up to $75,000,000 of the Company’s common stock over a two-year period. The new repurchase program replaces the program approved in February 2022, under which a total of 819,851 shares of common stock have been purchased. Purchases under the new program will be made in the open market, including in block trades. Subject to the requirements of applicable federal securities laws, the timing and volume of purchases will be in the discretion of BBSI’s management, except to the extent that the Company elects to enter into one or more Rule 10b5-1 trading plans.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

* Furnished herewith

SIGNATURES

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