Kforce (KFRC) Insider Filing: 129 RSUs Granted to Director; 2,111 Shares Disposed

Rhea-AI Filing Summary

Derrick D. Brooks, a director of Kforce Inc. (KFRC), reported changes in his beneficial ownership on a Form 4 dated 09/16/2025 describing transactions with an earliest transaction date of 09/12/2025. The filing shows a disposition of 2,111 shares of common stock and the grant of 129 restricted stock units (RSUs) under the company’s stock incentive plan. Each RSU represents a contingent right to one share and vests one year from the grant date subject to continued service; dividend equivalent rights accrue as dividends are paid. Following the reported derivative transaction, the reporting person beneficially owned 10,190 shares directly.

Positive

• Director compensation awarded: Grant of 129 RSUs under the company stock incentive plan aligns director compensation with shareholder outcomes
• Clear vesting terms: RSUs vest one year from grant date subject to continued service, providing retention incentive

Negative

• Share disposition: Reported disposal of 2,111 common shares reduces the director's direct holdings
• Limited detail on disposition: Filing does not explain the reason or mechanism for the 2,111-share disposition

Insights

Corporate Governance Expert

TL;DR: Routine director compensation grant and a share disposition; not a material governance event.

The Form 4 documents a standard director equity grant of 129 RSUs as compensation and a separate disposal of 2,111 common shares. The RSUs vest after one year and carry dividend-equivalent rights, which aligns with common director compensation practices to retain alignment with shareholders. The filing does not disclose any acceleration, change in vesting conditions, or related-party arrangements. This appears to be routine director compensation activity rather than a governance concern.

Securities Analyst

TL;DR: Minor ownership change; the transactions are small relative to company capitalization and convey limited market impact.

The report shows a disposal of 2,111 shares and the grant of 129 RSUs resulting in 10,190 shares beneficially owned directly. The RSUs are granted under the company plan and vest in one year, suggesting a retention incentive. The filing contains no indication of insider trading patterns, variable exercise prices, or material derivative exposures. Based solely on the disclosed quantities, these transactions are unlikely to be material to investors.

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^*

Brooks Derrick Dewan

(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								2,111	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)		129		(3)	(3)	COMMON STOCK	129	$0	10,190	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 Derrick D. Brooks	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.
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FAQ

What transactions did Derrick D. Brooks report on the KFRC Form 4?

The Form 4 reports a disposition of 2,111 common shares and a grant of 129 restricted stock units (RSUs), with an earliest transaction date of 09/12/2025.

How many shares does Derrick D. Brooks beneficially own after the reported transactions?

Following the reported transactions the filing shows 10,190 shares beneficially owned directly.

What are the key terms of the RSUs granted to the director?

Each RSU represents a contingent right to receive one share of Kforce common stock, vests one year from the grant date subject to continued service, and accrues dividend-equivalent rights when dividends are paid.

When were the transactions executed according to the Form 4?

The earliest transaction date disclosed on the Form 4 is 09/12/2025, and the Form was signed on 09/16/2025 by an attorney-in-fact.

Do the filings indicate any accelerated vesting or unusual compensation terms?

No. The filing states standard terms: RSUs vest one year from grant and dividend equivalents accrue; it does not disclose any accelerated vesting or special terms.