Kforce (NASDAQ: KFRC) COO reports 672-share restructuring and dividend-related stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

KFORCE INC Chief Operating Officer David M. Kelly reported an administrative share change and dividend-related stock on a Form 4. The filing shows an "other" type transaction involving 672 shares of common stock, tied to a cash dividend of $0.40 per share declared on April 24, 2026.

These additional shares of restricted stock were received in connection with that dividend and will vest under Kelly’s existing restricted stock agreements. Following the update, he directly holds 138,661 common shares, including 84,518 shares of restricted stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KELLY DAVID M

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Common Stock	672	$0.00	--

Holdings After Transaction: Common Stock — 138,661 shares (Direct, null)

Footnotes (1)

The transaction is disclosing a change in the form of beneficial ownership from direct to indirect that is exempt from reporting under Rule 16a-13. On April 24, 2026, the issuer declared a cash dividend of $0.40 per share of common stock, payable June 26, 2026 to all shareholders of record on June 12, 2026 (the "Dividend"). The additional shares of restricted stock were received by the reporting person in connection with the Dividend and will vest in accordance with the terms of the reporting person's outstanding restricted stock agreement(s). Includes 84,518 shares of restricted stock.

Key Figures

Other transaction shares: 672 shares Shares held after transaction: 138,661 shares Restricted stock included: 84,518 shares +3 more

6 metrics

Other transaction shares 672 shares Code J "other" transaction in common stock

Shares held after transaction 138,661 shares Total direct common stock holdings post-transaction

Restricted stock included 84,518 shares Restricted stock included within total holdings

Cash dividend per share $0.40 per share Dividend declared April 24, 2026 on common stock

Dividend record date June 12, 2026 Shareholders of record date for $0.40 dividend

Dividend payment date June 26, 2026 Payment date for the $0.40 cash dividend

Key Terms

Rule 16a-13, beneficial ownership, restricted stock, cash dividend

4 terms

Rule 16a-13 regulatory

"The transaction is disclosing a change in the form of beneficial ownership from direct to indirect that is exempt from reporting under Rule 16a-13."

beneficial ownership financial

"The transaction is disclosing a change in the form of beneficial ownership from direct to indirect that is exempt from reporting under Rule 16a-13."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

restricted stock financial

"The additional shares of restricted stock were received by the reporting person in connection with the Dividend and will vest in accordance with the terms of the reporting person's outstanding restricted stock agreement(s)."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

cash dividend financial

"On April 24, 2026, the issuer declared a cash dividend of $0.40 per share of common stock, payable June 26, 2026 to all shareholders of record on June 12, 2026 (the "Dividend")."

A cash dividend is a payment made by a company to its shareholders directly in money, usually on a regular schedule. It is a way for investors to receive a portion of the company's profits, similar to earning interest or a bonus for holding the company's stock. Cash dividends provide income to shareholders and can indicate the company's financial health and stability.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 04:04 PM

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

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^*

KELLY DAVID M

(Last)

(First)

(Middle)

1150 ASSEMBLY DRIVE, SUITE 500

(Street)

TAMPA

FLORIDA

33607

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
KFORCE INC [ KFRC ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2026		J⁽¹⁾		672⁽²⁾	A	$0	138,661⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The transaction is disclosing a change in the form of beneficial ownership from direct to indirect that is exempt from reporting under Rule 16a-13.

2. On April 24, 2026, the issuer declared a cash dividend of $0.40 per share of common stock, payable June 26, 2026 to all shareholders of record on June 12, 2026 (the "Dividend"). The additional shares of restricted stock were received by the reporting person in connection with the Dividend and will vest in accordance with the terms of the reporting person's outstanding restricted stock agreement(s).

3. Includes 84,518 shares of restricted stock.

Remarks:

	Susan A. Gager, Attorney-in-Fact for David M. Kelly	06/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Kforce (KFRC) COO David Kelly report in this Form 4?

David Kelly reported an "other" type transaction involving 672 Kforce common shares. These shares relate to a dividend and reflect an administrative update to his holdings, rather than an open-market buy or sell transaction.

Was the Kforce (KFRC) Form 4 transaction a stock purchase or sale?

The Form 4 does not show a purchase or sale. It reports an "other" transaction under code J, describing an administrative change and dividend-related restricted stock, not an open-market trade by David Kelly.

How many Kforce (KFRC) shares does David Kelly hold after the Form 4?

After the reported transaction, David Kelly holds 138,661 Kforce common shares directly. This total includes 84,518 shares of restricted stock that remain subject to vesting terms in his existing restricted stock agreements.

What dividend is connected to the Kforce (KFRC) Form 4 filing?

The filing references a cash dividend of $0.40 per Kforce common share. The dividend was declared on April 24, 2026 and is payable on June 26, 2026 to shareholders of record as of June 12, 2026.

Why did David Kelly receive additional restricted Kforce (KFRC) shares?

He received additional restricted shares in connection with the declared cash dividend. These dividend-related restricted shares will vest according to the terms of his existing restricted stock agreements, rather than vesting immediately.

What does the Rule 16a-13 reference mean in the Kforce (KFRC) Form 4?

The footnote states the transaction reflects a change in the form of beneficial ownership that is exempt under Rule 16a-13. This indicates an administrative shift in how the shares are held, not a traditional market trade.