KFRC insider: 22,619-share disposition and 70 RSU director grant

Rhea-AI Filing Summary

Kforce Inc. director Ann E. Dunwoody disclosed a sale and a grant on Form 4. The filing shows a disposition of 22,619 shares of Kforce common stock, leaving the reporting person with 5,553 shares directly beneficially owned. The filing also reports a grant of 70 restricted stock units (RSUs) issued for her service as a director; each RSU converts to one share upon vesting. The RSUs vest one year from the grant date, subject to continued service, and carry dividend equivalent rights when dividends are paid. Transactions were recorded with transaction dates of 09/12/2025 and the form was signed via attorney-in-fact on 09/16/2025.

Positive

• RSU grant of 70 units as director compensation, which vests in one year and aligns pay with shareholder outcomes
• RSUs include dividend equivalent rights, preserving economic parity with common shareholders while units are unvested
• Filing properly executed and signed by an attorney-in-fact, meeting disclosure procedures

Negative

• Disposition of 22,619 common shares materially reduces direct beneficial ownership to 5,553 shares
• No sale price disclosed for the disposed shares within this form, limiting transparency about proceeds or tax treatment

Insights

Securities Analyst

TL;DR: Director sold a material block of shares and received a small RSU grant that vests in one year.

The disposition of 22,619 shares is a notable reduction in direct holdings, lowering disclosed ownership to 5,553 shares, which could reflect routine portfolio rebalancing or liquidity needs but is a material change in holdings reported under Section 16. The grant of 70 RSUs is standard director compensation tied to service and vests after one year, aligning incentives with shareholder value over the vesting period. All items are clearly documented and lawful per the form; no pricing data is associated with the stock disposition on this filing.

Corporate Governance Expert

TL;DR: Governance-standard director compensation awarded; simultaneous sizable share disposition reduces insider stake.

The RSU award is consistent with customary non-employee director compensation, with dividend equivalent rights and a one-year vesting condition that ties the director to ongoing performance. The concurrent disposal of 22,619 shares materially reduces reported direct ownership to 5,553 shares, which governance reviewers will note when assessing director share ownership guidelines and alignment with shareholders. The filing includes required disclosures and an attorney-in-fact signature, indicating proper procedural handling.

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

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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^*

Dunwoody Ann E.

(Last) (First) (Middle)

1150 ASSEMBLY DRIVE, SUITE 500

(Street)

TAMPA FL 33607

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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
Common Stock								22,619	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
Restricted Stock Units	(1)	09/12/2025		J(2)		70		(3)	(3)	Common Stock	70	$0	5,553	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") were granted under the stock incentive plan approved at the time and in consideration of the Reporting Person's service as a director. Each RSU represents a contingent right to receive one share of Kforce Inc. common stock.

2. The transaction is disclosing a dividend that is exempt from reporting under Rule 16a.

3. RSUs vest one year from the date of the grant subject to the reporting person's continued service with Kforce Inc. as of the vesting date. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Kforce Inc. common stock.

Remarks:

	Susan A. Gager, Attorney-in-Fact for Ann E. Dunwoody	09/16/2025
	** 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

What transactions did Ann E. Dunwoody report for KFRC on Form 4?

The filing reports a disposition of 22,619 Kforce common shares and a grant of 70 restricted stock units (RSUs) on 09/12/2025.

How many Kforce (KFRC) shares does the reporting person own after the transactions?

Following the reported transactions the reporting person directly beneficially owns 5,553 shares of Kforce common stock.

When do the RSUs granted to Ann E. Dunwoody vest?

The 70 RSUs vest one year from the grant date, subject to the reporting person's continued service with Kforce.

Do the RSUs include dividend rights for KFRC?

Yes, the RSUs accrue dividend equivalent rights when and as dividends are paid on Kforce common stock.

Who signed the Form 4 for Ann E. Dunwoody?

The form was signed by Susan A. Gager, Attorney-in-Fact for Ann E. Dunwoody on 09/16/2025.