Kelly Services (KELYA) trust sells 3.0M Class B shares in $106M deal

Rhea-AI Filing Summary

Kelly Services Inc. disclosed that the Terence E. Adderley Revocable Trust K, which beneficially owns 3,039,940 Class B shares (92.2% of that class based on 3,295,941 shares outstanding as of October 27, 2025), has agreed to sell its entire Class B stake. On January 9, 2026, the trust entered into a Share Purchase Agreement with Hunt Equity Opportunities, LLC 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, within 48 months after closing, Kelly Services’ market capitalization reaches at least $1,200,000,000. The share sale is expected to close on or before January 30, 2026. After the sale, Trust K and co-trustees David P. Larsen and William U. Parfet will cease to beneficially own Class B shares; co-trustee Andrew H. Curoe will only be deemed to beneficially own 42,825 Class B shares held by other trusts where he serves as trustee or co-trustee.

Insights

Equity ownership and governance analyst

Large control block of Kelly Services Class B stock is being sold to a new buyer under a sizable cash deal with a market-cap based earnout.

The Terence E. Adderley Revocable Trust K currently beneficially owns 3,039,940 Class B shares of Kelly Services, representing 92.2% of that class based on 3,295,941 Class B shares outstanding as of October 27, 2025. On January 9, 2026, the trust agreed to sell all 3,039,940 Class B shares to Hunt Equity Opportunities, LLC for an aggregate purchase price of $106,000,000.

The agreement also includes a contingent cash payment of $15,199,700 if the company’s market capitalization reaches at least $1,200,000,000 at any time within a 48‑month period following closing. This structure ties additional consideration directly to future market valuation rather than operating metrics. The share sale is expected to close on or before January 30, 2026, after which Trust K and two of its co‑trustees will no longer beneficially own Class B shares, while co‑trustee Andrew H. Curoe will remain associated with 42,825 Class B shares held by other trusts.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

KELLY SERVICES INC

(Name of Issuer)

Class B Common Stock, $1.00 Par value

(Title of Class of Securities)

488152307

(CUSIP Number)

Andrew H. Curoe
Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street
Detroit, MI, 48226
313-259-7777

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/09/2026

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. 488152307

1

Name of reporting person

TERENCE E. ADDERLEY REVOCABLE TRUST K

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MICHIGAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,039,940.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,039,940.00

11

Aggregate amount beneficially owned by each reporting person

3,039,940.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

92.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 488152307

1

Name of reporting person

Andrew H. Curoe

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,082,765.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,082,765.00

11

Aggregate amount beneficially owned by each reporting person

3,082,765.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

93.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 488152307

1

Name of reporting person

David P. Larsen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,039,940.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,039,940.00

11

Aggregate amount beneficially owned by each reporting person

3,039,940.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

92.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 488152307

1

Name of reporting person

William U. Parfet

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MICHIGAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,039,940.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,039,940.00

11

Aggregate amount beneficially owned by each reporting person

3,039,940.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

92.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock, $1.00 Par value
(b)	Name of Issuer: KELLY SERVICES INC
(c)	Address of Issuer's Principal Executive Offices: 999 W BIG BEAVER RD, TROY, MICHIGAN , 48084.
Item 2.	Identity and Background
(a)	This statement is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): Terence E. Adderley Revocable Trust K ("Trust K"); Andrew H. Curoe, as co-trustee of Trust K; David P. Larsen, as co-trustee of Trust K; and William U. Parfet, as co-trustee of Trust K (together with Mr. Curoe and Mr. Larsen, the "Trust K Trustees").
(b)	For Trust K: Terence E. Adderley Revocable Trust K c/o Andrew H. Curoe, Trustee 6th Floor at Ford Field 1901 St. Antoine Street Detroit, MI 48226 For the Trust K Trustees: c/o Andrew H. Curoe 6th Floor at Ford Field 1901 St. Antoine Street Detroit, MI 48226
(c)	For Trust K: Not applicable. For Mr. Curoe: Attorney, Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street, Detroit, MI 48226. For Mr. Larsen: Attorney, Bodman PLC, 6th Floor at Ford Field, 1901 St. Antoine Street, Detroit, MI 48226. For Mr. Parfet: Chairman and CEO, Northwood Group, LLC, 277 S. Rose Street, Suite 3500, Kalamazoo, MI 49007
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Trust K: Not applicable. For Mr. Curoe: United States. For Mr. Larsen: United States. For Mr. Parfet: United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Trust K was created by Terence E. Adderley during his lifetime as a revocable trust, with Mr. Adderley serving as the trustee of, and retaining the right to revoke, Trust K. During his lifetime, Mr. Adderley funded Trust K, including a gift of 3,139,940 shares of Class B Stock to Trust K. Mr. Adderley died on October 9, 2018, at which time the trust became irrevocable. In accordance with the provisions of Trust K, the Trust K Trustees were appointed as successor trustees of the trust. Mr. Curoe may be deemed the beneficial owner of an additional 42,825 shares of Class B Stock held by trusts where Mr. Curoe acts as trustee or co-trustee, including ten trusts holding 100 shares of Class B Stock each, and one trust holding 41,825 shares of Class B Stock.
Item 4.	Purpose of Transaction
	On January 9, 2026, Trust K entered into a Share Purchase Agreement (the "Purchase Agreement") with Hunt Equity Opportunities, LLC (the "Purchaser"), pursuant to which Trust K agreed to sell to the Purchaser 3,039,940 shares of Class B Stock (representing all of the shares of Class B Stock beneficially owned by Trust K) 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 closing of the Share Sale, the Issuer's market capitalization is greater than or equal to $1,200,000,000 (the "Share Sale"). Subject to the satisfaction or waiver of closing conditions, the Share Sale is expected to close on or before January 30, 2026. As a result of the Share Sale, Trust K, and Trustees Mr. Larsen and Mr. Parfet will no longer beneficially own any shares of Class B Stock. After completion of the Share Sale, Trustee Mr. Curoe will no longer be deemed the beneficial owner of Trust K's shares of Class B Stock, but he may continue to be deemed the beneficial owner of an additional 42,825 shares of Class B Stock held by trusts other than Trust K where Mr. Curoe acts as trustee or co-trustee, including ten trusts holding 100 shares of Class B Stock each, and one trust holding 41,825 shares of Class B Stock. The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 2 to this amendment to Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the shares of Class B Stock beneficially owned by each Reporting Person set forth below and on pages 2-5 hereof are based on 3,295,941 shares of Class B Stock outstanding as of October 27, 2025.
(b)	For Trust K: (a) Amount beneficially owned: 3,039,940 Percent of class: 92.2% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 3,039,940 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 3,039,940 For Mr. Curoe: (a) Amount beneficially owned: 3,082,765 Percent of class: 93.5% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 3,082,765 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 3,082,765 For Mr. Larsen: (a) Amount beneficially owned: 3,039,940 Percent of class: 92.2% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 3,039,940 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 3,039,940 For Mr. Parfet: (a) Amount beneficially owned: 3,039,940 Percent of class: 92.2% (b) Number of shares to which the Reporting Person has: i. Sole power to vote or direct the vote: 0 ii. Shared power to vote or direct the vote: 3,039,940 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or direct the disposition of: 3,039,940
(c)	None.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Trust K Trustees must act by majority vote to exercise investment or voting power over the Class B Shares owned by Trust K. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Trust K Trustees are, for purposes of Section 13(d) of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein. The information contained above in Item 4 is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No: 2 Description: Share Purchase Agreement dated January 9, 2026, by and between Trust K and the Purchaser.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TERENCE E. ADDERLEY REVOCABLE TRUST K

Signature:	/s/ Andrew H. Curoe
Name/Title:	Andrew H. Curoe/Co-Trustee
Date:	01/12/2026

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:	01/12/2026

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:	01/12/2026

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:	01/12/2026

FAQ

What major transaction involving Kelly Services (KELYA) Class B shares was disclosed?

The Terence E. Adderley Revocable Trust K agreed to sell 3,039,940 Class B shares of Kelly Services, representing its entire beneficial Class B stake, to Hunt Equity Opportunities, LLC under a Share Purchase Agreement dated January 9, 2026.

How much is Hunt Equity Opportunities, LLC paying for Kelly Services’ Class B shares?

The buyer agreed to pay an aggregate purchase price of $106,000,000 for 3,039,940 Class B shares, with a potential additional payment of $15,199,700 if a market capitalization condition is met within 48 months after closing.

What is the market capitalization condition tied to the additional $15,199,700 payment for Kelly Services (KELYA)?

The seller is entitled to an extra $15,199,700 in cash if, at any time within the 48‑month period after closing, Kelly Services’ market capitalization is greater than or equal to $1,200,000,000.

How much of Kelly Services’ Class B stock do the reporting persons currently beneficially own?

Trust K beneficially owns 3,039,940 Class B shares, or 92.2% of the Class B stock, based on 3,295,941 Class B shares outstanding as of October 27, 2025. Co‑trustee Andrew H. Curoe is deemed to beneficially own 3,082,765 Class B shares, or 93.5%, including additional shares held by other trusts.

When is the Kelly Services Class B share sale expected to close?

The Share Purchase Agreement states that, subject to satisfaction or waiver of closing conditions, the sale of 3,039,940 Class B shares is expected to close on or before January 30, 2026.

What will the reporting persons own after the Kelly Services Class B share sale?

After completion of the share sale, Trust K and co‑trustees David P. Larsen and William U. Parfet will no longer beneficially own any Class B shares. Co‑trustee Andrew H. Curoe will no longer be deemed the beneficial owner of Trust K’s shares but may continue to be deemed the beneficial owner of 42,825 Class B shares held by other trusts where he serves as trustee or co‑trustee.