KFRC Insider Disclosure: 376 Shares Issued Under $0.39 Dividend

Rhea-AI Filing Summary

Kforce Inc. (KFRC) Form 4: This filing reports that Andrew G. Thomas, Chief Experience Officer and director, received 376 shares of common stock on 09/12/2025 as a dividend that is exempt from Section 16 reporting under Rule 16a. The shares were issued in connection with a cash dividend declared at $0.39 per share on July 25, 2025, payable September 26, 2025 to shareholders of record on September 12, 2025. After the transaction Mr. Thomas beneficially owns 96,969 shares, which includes 29,819 restricted shares. The filing is signed by an attorney-in-fact on 09/16/2025.

Positive

• Dividend received in shares was properly disclosed as exempt under Rule 16a
• Beneficial ownership is clearly stated at 96,969 shares, improving transparency
• Restricted shares disclosure (29,819 shares) clarifies vesting status and compensation structure

Negative

• None.

Insights

Financial Analyst

TL;DR Insider received a small, non-cash dividend in shares; beneficial ownership modestly adjusted with no cash purchase or sale.

The reported transaction is a routine share dividend distribution exempt from Section 16 reporting under Rule 16a, reflecting a corporate cash dividend declared at $0.39 per share and paid partially via restricted stock to the reporting person. The immediate financial effect on the reporter is non-cash; the filing shows total beneficial ownership of 96,969 shares including 29,819 restricted shares. There is no evidence in this filing of a purchase, sale, option exercise, or change to compensation beyond the dividend issuance.

Corporate Governance Expert

TL;DR The Form 4 documents a compliant, exemption-based issuance of dividend shares to an officer; no governance red flags presented.

The disclosure indicates the company declared a cash dividend and issued additional restricted stock to an insider as part of that dividend, with clear explanation and timely filing. The form is signed by an attorney-in-fact, and the filing notes vesting will follow existing restricted stock agreements. The transaction is routine and appropriately qualified under Rule 16a; the filing does not disclose any unusual related-party arrangements or amendments to equity agreements.

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^*

THOMAS ANDREW G

(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)

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

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)		376(2)	A	$0	96,969(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 29,819 shares of restricted stock.

Remarks:

	Susan A. Gager, Attorney-in-Fact for Andrew G. Thomas	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 Andrew G. Thomas report on the KFRC Form 4?

He received 376 shares of Kforce common stock on 09/12/2025 as a dividend-exempt issuance under Rule 16a.

How was the dividend that generated the shares described?

A cash dividend of $0.39 per share was declared on July 25, 2025, payable September 26, 2025 to shareholders of record on September 12, 2025.

What is Andrew G. Thomas's total beneficial ownership after the transaction?

96,969 shares beneficially owned following the reported transaction, which includes 29,819 restricted shares.

Was the Form 4 signed and dated?

Yes; the filing shows signature by Susan A. Gager, attorney-in-fact for Andrew G. Thomas, dated 09/16/2025.

Does this Form 4 report any purchases, sales, or option exercises?

No; the reported change is the issuance of shares via dividend, with transaction code J indicating an exempt dividend issuance.