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HQI • CIK 0001140102
Development of our Business HireQuest, Inc. (collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”) is a Delaware corporation originally organized in Washington as Command Staffing, LLC in 2002. In 2005, Temporary Financial Services, Inc., a public company, acquired the assets of Command Staffing, LLC, and the combined entity changed its name to Command Center, Inc. On September 11, 2019, Command Center, Inc. reincorporated in Delaware and changed its name to HireQuest, Inc. following its acquisition of Hire Quest Holdings, LLC (“Hire Quest Holdings,” and together with its subsidiary, Hire Quest, LLC, “Legacy HQ”). This acquisition is sometimes referred to as the “Merger.” Hire Quest, LLC was formed as a Florida limited liability company in 2002. Hire Quest Holdings, LLC was formed as a Florida limited liability company in 2017. Since the Merger, we have made a number of acquisitions which are discussed in more detail below. Our common stock trades on the Nasdaq Market under the symbol “HQI.” All references to “common stock” means the common stock of HireQuest, Inc., par value $0.001 per share. Our principal executive office is located at 111 Springhall Drive, Goose Creek, SC, 29445 and the telephone number is (843) 723-7400. More information about us may be found at www.hirequest.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K. Recent Developments 2023 Acquisition The TEC Acquisition On December 4, 2023 we completed our acquisition of ten locations of TEC Staffing Services ("TEC") in Arkansas in accordance with the terms of an Asset Purchase Agreement dated October 23, 2023 for approximately $9.8 million. TEC has been a provider of industrial staffing services to the employers and workers in Northwest and Central Arkansas for over 40 years. We funded this acquisition with existing cash on hand and a draw on our existing line of credit. We immediately entered into three franchise agreements with existing franchisees and sold the operating assets we acquired. 2024 Acquisition The RTS Acquisition On December 30, 2024 we completed our acquisition of one location of Ready Temporary Services ("RTS") in Denver, Colorado in accordance with the terms of an Asset Purchase Agreement dated December 13, 2024 for $1.4 million. RTS has been a provider of day labor and industrial staffing services to the employers and workers of Denver, Colorado for multiple decades. We funded this acquisition with cash on hand and a draw on our existing line of credit. We immediately entered into a franchise agreement and sold the non-working capital assets we acquired. 3 Table of Contents 2025 Divestiture The MRI Divestiture On December 1, 2025, HQ MRI Corporation ("HQ MRI"), a wholly-owned subsidiary of the Company entered into a contribution agreement (the "Contribution Agreement") with MRINetwork Operations, LLC ("MRI Operations") with an effective date of January 1, 2026 (the "Effective Date"). Pursuant to the Contribution Agreement, HQ MRI agreed to transfer, and MRI Operations agreed to accept, certain assets and liabilities associated with the MRINetwork as of the Effective Date in exchange for MRI Operations issuing to HQ MRI 40% of the ownership units of MRI Operations. HQ MRI contributed the non-contract staffing assets of MRINetwork necessary to carry on its day-to-day activities, the franchise agreements with franchisees of the MRINetwork, contracts with vendors and service providers, all claims against third parties related to the contributed assets, warranty, indemnity, and other similar rights related to the contributed assets, contracts with employees of HQ MRI, and other ancillary assets. MRI Operations also assumed accrued but unpaid payroll and benefits for employees of the network, all liabilities arising from the day-to-day activities of the network including accounts payable, and all liabilities relating to the contributed assets. The remaining 60% of MRI Operations is owned by an individual and four current franchisees of the MRINetwork. This transaction closed on January 1, 2026. The contract-staffing assets of the MRINetwork were not transferred as part of the transaction and were wholly retained by HQ MRI.…