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Kelly Services (NASDAQ: KELYA) Adderley trust exits Class B stake

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Terence E. Adderley Revocable Trust K and its co‑trustees have exited their large stake in Kelly Services Class B shares. On January 9, 2026, Trust K agreed to sell 3,039,940 shares of Class B common stock to Hunt Equity Opportunities, LLC for an aggregate purchase price of $106,000,000, plus an additional $15,199,700 in cash if Kelly Services’ market capitalization reaches at least $1,200,000,000 within 48 months after closing. The share sale closed on January 30, 2026. As a result, Trust K and co‑trustees David P. Larsen and William U. Parfet now beneficially own no Class B shares, while co‑trustee Andrew H. Curoe is deemed to beneficially own 42,825 Class B shares, or 1.3% of the class, through other trusts. Because the reporting persons no longer own more than five percent of the Class B stock, this amendment is characterized as their exit filing.

Positive

  • None.

Negative

  • None.

Insights

Control trust sells entire Kelly Services Class B stake, triggering an exit filing.

The Terence E. Adderley Revocable Trust K agreed to sell 3,039,940 Class B shares to Hunt Equity Opportunities, LLC for $106,000,000, with a potential extra $15,199,700 if market capitalization reaches $1,200,000,000 within 48 months after closing. This represents all Class B shares previously beneficially owned by the trust.

After the sale closed on January 30, 2026, Trust K and co‑trustees David P. Larsen and William U. Parfet no longer beneficially own any Class B stock. Andrew H. Curoe remains beneficial owner of 42,825 Class B shares, or 1.3% of the class, via other trusts.

The filing states that, following completion of the share sale, the reporting persons cease to be beneficial owners of more than five percent of the Class B common stock, and this amendment is their final, exit Schedule 13D/A. Subsequent company disclosures may provide further context on Hunt Equity Opportunities, LLC’s role and intentions as holder of this large Class B position.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


TERENCE E. ADDERLEY REVOCABLE TRUST K
Signature:/s/ Andrew H. Curoe
Name/Title:Andrew H. Curoe/Co-Trustee
Date:01/30/2026
Andrew H. Curoe
Signature:/s/ Andrew H. Curoe
Name/Title:Andrew H. Curoe, as Co-Trustee of the Terence E. Adderley Revocable Trust K
Date:01/30/2026
David P. Larsen
Signature:/s/ David P. Larsen
Name/Title:David P. Larsen, as Co-Trustee of the Terence E. Adderley Revocable Trust K
Date:01/30/2026
William U. Parfet
Signature:/s/ William U. Parfet
Name/Title:William U. Parfet, as Co-Trustee of the Terence E. Adderley Revocable Trust K
Date:01/30/2026

FAQ

What major transaction involving Kelly Services (KELYA) Class B stock is described?

The filing describes a sale of 3,039,940 Kelly Services Class B shares by the Terence E. Adderley Revocable Trust K to Hunt Equity Opportunities, LLC. This block represented all Class B stock beneficially owned by the trust and closed on January 30, 2026.

What was the purchase price for the Kelly Services (KELYA) Class B shares sold by Trust K?

Trust K agreed to sell 3,039,940 Class B shares for an aggregate purchase price of $106,000,000. The agreement also provides for an additional cash payment of $15,199,700 if Kelly Services’ market capitalization reaches at least $1,200,000,000 within 48 months after closing.

Who are the reporting persons in this Kelly Services (KELYA) Schedule 13D/A amendment?

The reporting persons are the Terence E. Adderley Revocable Trust K and its co‑trustees: Andrew H. Curoe, David P. Larsen, and William U. Parfet. They previously reported beneficial ownership of Kelly Services Class B common stock through Trust K.

How many Kelly Services (KELYA) Class B shares does each reporting person own after the sale?

After the sale, Trust K, David P. Larsen, and William U. Parfet each beneficially own 0 Class B shares. Andrew H. Curoe is deemed to beneficially own 42,825 Class B shares, representing 1.3% of the Class B stock, through other trusts.

Why is this Kelly Services (KELYA) Schedule 13D/A labeled an exit filing?

It is an exit filing because, following completion of the share sale, the reporting persons no longer beneficially own more than five percent of Kelly Services’ Class B common stock. The amendment is stated to be the final amendment to their Schedule 13D.

What contingent payment is tied to Kelly Services (KELYA) market capitalization in this agreement?

The purchase agreement provides that Trust K will receive an additional $15,199,700 in cash if, at any time within 48 months after closing, Kelly Services’ market capitalization is greater than or equal to $1,200,000,000. This is separate from the initial $106,000,000 purchase price.

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