Kelly Services (KELYA) trust exits 3.04M Class B stake, $106M deal

Rhea-AI Filing Summary

Kelly Services disclosed that the Terence E. Adderley Revocable Trust K, a 10% owner, agreed to sell 3,039,940 shares of Class B common stock, representing all of its Class B holdings. The shares were sold at $34.8691 each, for an aggregate purchase price of $106,000,000. The agreement also provides for an additional cash payment of $15,199,700 if, at any time within 48 months after the sale, Kelly Services’ market capitalization is at least $1,200,000,000. Following this transaction, the trust reports owning zero Class B shares.

Positive

• None.

Negative

• Complete Class B exit by 10% owner: The Terence E. Adderley Revocable Trust K, identified as a 10% owner, sold all 3,039,940 Class B shares, leaving it with no reported Class B holdings.

Insights

Equity analyst – ownership & transactions

A 10% holder’s full Class B exit and contingent payout is a notable shift.

The Terence E. Adderley Revocable Trust K, identified as a 10% owner of Kelly Services, entered into a Share Purchase Agreement to sell 3,039,940 Class B shares. This represents all of the trust’s beneficial ownership in that class, reducing its reported Class B stake to zero.

The shares were priced at $34.8691 each, for an aggregate $106,000,000. The trust may receive an extra $15,199,700 if, within 48 months after the sale, Kelly Services’ market capitalization reaches at least $1,200,000,000. This structure ties part of the consideration to the company’s future equity value.

For investors, the transaction signals a complete Class B exit by a large historical holder, while the contingent payment links some seller compensation to future market capitalization performance, as defined in the agreement.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TERENCE E. ADDERLEY REVOCABLE TRUST K

(Last) (First) (Middle)

C/O ANDREW CUROE, TRUSTEE

6TH FLOOR AT FORD FIELD, 1901 ST ANTOINE

(Street)

DETROIT MI 48226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KELLY SERVICES INC [ KELYB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	01/30/2026		S		3,039,940	D	$34.8691(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person entered into a Share Purchase Agreement, pursuant to which it agreed to sell 3,039,940 shares of Class B Stock (representing all of the shares of Class B Stock beneficially owned by the Reporting Person) for an aggregate purchase price of $106,000,000 plus an amount in cash equal to $15,199,700 if at any time within the 48 month period following the sale, the Issuer's market capitalization is greater than or equal to $1,200,000,000.

	Andrew H. Curoe, Attorney-in-Fact by Power of Attorney	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who is the reporting person in the latest Kelly Services (KELYA) Form 4?

The reporting person is the Terence E. Adderley Revocable Trust K, identified as a 10% owner of Kelly Services. The trust, not an individual executive, reported the Class B share transaction and resulting change in beneficial ownership.

How many Kelly Services Class B shares did the trust sell in this Form 4 filing?

The trust agreed to sell 3,039,940 shares of Kelly Services Class B common stock. According to the filing, this amount represents all Class B shares beneficially owned by the Terence E. Adderley Revocable Trust K before the transaction.

What price did the Terence E. Adderley Revocable Trust K receive per Kelly Services Class B share?

The filing reports a sale price of $34.8691 per Class B share. Multiplied by the 3,039,940 shares sold, this yields an aggregate cash purchase price of $106,000,000 under the Share Purchase Agreement described.

Does the Kelly Services (KELYA) trust sale include any contingent consideration?

Yes. In addition to the $106,000,000 purchase price, the trust may receive $15,199,700 in cash if, within 48 months after the sale, Kelly Services’ market capitalization reaches at least $1,200,000,000.

How many Kelly Services Class B shares does the trust own after this reported transaction?

After the reported sale of 3,039,940 Class B shares, the Form 4 shows the Terence E. Adderley Revocable Trust K beneficially owning 0 Class B shares. This indicates a full exit from that class of Kelly Services stock.

What does the transaction code "S" mean in the Kelly Services (KELYA) Form 4?

The transaction is labeled with code “S”, which denotes a sale of securities. In this case, it reflects the trust’s agreement to sell 3,039,940 Class B common shares under the Share Purchase Agreement terms described in the footnote.