KFRC Form 4: CEO Joseph Liberatore Adds 2,012 Dividend Shares, 159k Restricted

Rhea-AI Filing Summary

Joseph J. Liberatore, President & CEO and a director of Kforce Inc. (KFRC), reported a Form 4 disclosing receipt of 2,012 shares of common stock on 09/12/2025 at a reported price of $0, reflecting shares issued in connection with a company dividend that is exempt from Rule 16a reporting. The Form explains the issuer declared a $0.39 per-share cash dividend on 07/25/2025, payable 09/26/2025 to holders of record on 09/12/2025.

The reporting person now beneficially owns 248,691 shares, which include 159,135 restricted shares that will vest under existing restricted stock agreements. The filing was signed by an attorney-in-fact on 09/16/2025. No cash purchases, sales, or option exercises are disclosed in this Form 4.

Positive

• Insider received 2,012 shares through a dividend issuance, increasing alignment with shareholders
• Total beneficial ownership of 248,691 shares indicates material insider stake
• 159,135 shares are restricted, maintaining long-term incentive alignment

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend-related issuance; modest share increase for the CEO with no cash consideration and substantial restricted holdings retained.

The Form 4 documents a non-cash issuance tied to a declared dividend and confirms the CEO's sizable existing stake of 248,691 shares, including 159,135 restricted shares that remain subject to vesting terms. This is a routine corporate action and does not reflect active buying or selling by the insider; therefore it has limited immediate market-significance. The disclosure is timely and clarifies the nature and timing of the dividend and related share issuance.

Corporate Governance Expert

TL;DR: Compliance disclosure of dividend issuance and insider holdings; restricted shares preserve alignment with long-term incentives.

The filing appropriately reports the dividend-exempt issuance and specifies restricted shares remain under existing agreements, which supports continuing alignment between management and shareholders. There is no indication of accelerated vesting or change in compensation arrangements in the filing. The disclosure by attorney-in-fact on 09/16/2025 meets Form 4 procedural requirements.

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
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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^*

LIBERATORE JOSEPH J

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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	09/12/2025		J(1)		2,012(2)	A	$0	248,691(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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

2. On July 25, 2025, the issuer declared a cash dividend of $0.39 per share of common stock, payable September 26, 2025 to all shareholders of record on September 12, 2025 (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 159,135 shares of restricted stock.

Remarks:

	Susan A. Gager, Attorney-in-Fact for Joseph J. Liberatore	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 transaction did Joseph J. Liberatore report on the Form 4 for KFRC?

The Form 4 reports receipt of 2,012 shares of Kforce common stock on 09/12/2025 issued in connection with a dividend and reported at a $0 price.

How many Kforce shares does the reporting person beneficially own after the transaction?

After the reported transaction, the reporting person beneficially owns 248,691 shares, which include 159,135 restricted shares.

What dividend did Kforce declare that relates to this Form 4?

The issuer declared a cash dividend of $0.39 per share on 07/25/2025, payable 09/26/2025 to shareholders of record on 09/12/2025.

Was cash used to acquire the reported shares?

No. The shares were issued in connection with a dividend and the Form reports a $0 price for the 2,012 shares.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Susan A. Gager, Attorney-in-Fact for Joseph J. Liberatore on 09/16/2025.