KFRC: Elaine Rosen Receives 456 RSUs; One‑Year Vesting, Dividend Equivalents

Rhea-AI Filing Summary

Kforce Inc. director Elaine Rosen was granted 456 Restricted Stock Units (RSUs) on 09/12/2025 as compensation for board service. Each RSU represents a contingent right to one share of Kforce common stock and accrues dividend equivalents when dividends are paid. The RSUs vest one year from the grant date contingent on continued service, and the grant increased the reporting person’s beneficial ownership of common stock by 456 shares, bringing her total to 36,147 shares on a direct basis. The disclosure reports the award as exempt under Rule 16a for dividend treatment.

Positive

• Director compensation granted: 456 RSUs align the reporting person's interests with shareholders through equity exposure
• Dividend equivalents accrue: RSUs receive dividend equivalent rights, preserving economic parity with common shareholders
• Time‑based vesting: RSUs vest after one year of continued service, promoting board continuity

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine, time‑based director equity award that aligns interests with shareholders; vesting requires continued service.

This grant of 456 RSUs is a standard board compensation mechanism designed to align a director's incentives with long‑term shareholder value. The one‑year service condition is common for non‑employee directors and ties realized value to continued service. Dividend equivalent accruals maintain parity with cash shareholders. The size of the award relative to the director's total holdings suggests modest incremental alignment rather than a material change in control or ownership.

Securities Analyst

TL;DR: Small director grant; immaterial to capitalization but increases near‑term dilution slightly when RSUs settle.

From a capital‑markets perspective, 456 RSUs are unlikely to be material to Kforce’s share count or valuation given the company’s public float. The disclosure notes settlement in common shares upon vesting and dividend equivalent treatment, which is standard. Investors should view this as routine compensation expense rather than a signal of strategic change.

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

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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^*

ROSEN ELAINE

(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								13,836	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)		456		(3)	(3)	Common Stock	456	$0	36,147	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 Elaine D. Rosen	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 change in ownership did Elaine Rosen report on Form 4 for KFRC?

The Form 4 reports a grant of 456 RSUs, increasing her direct beneficial ownership to 36,147 shares of Kforce common stock.

When do the RSUs granted to the director vest?

The RSUs vest one year from the grant date, subject to the reporting person’s continued service on the vesting date.

Do the RSUs include dividend rights?

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

What was the transaction date disclosed on the Form 4 for the KFRC award?

The transaction date disclosed for the RSU grant is 09/12/2025.

Is the RSU grant reported as a sale, purchase, or other transaction type?

The RSU grant is reported under a transaction code indicating grant/award with an exemption noted for dividend reporting under Rule 16a.