Kforce (KFRC) COO David Kelly reports 7,812-share tax withholding

Rhea-AI Filing Summary

Kforce Inc.'s Chief Operating Officer, David M. Kelly, reported an automatic share withholding related to equity compensation. On 12/27/2025, 7,812 shares of common stock were disposed of at $31.41 per share in a transaction coded "F," meaning the shares were withheld by the company to cover income tax obligations tied to restricted stock vesting.

The withholding was associated with the vesting of 19,861 shares of restricted stock. After this tax-related transaction, Kelly beneficially owned 88,752 shares of Kforce common stock, including 34,609 shares of restricted stock, all held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KELLY DAVID M

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	7,812	$31.41	$245K

Holdings After Transaction: Common Stock — 88,752 shares (Direct)

Footnotes (1)

1. Shares were withheld by the issuer solely to cover the income tax withholding requirements associated with the vesting of 19,861 shares of restricted stock. Includes 34,609 shares of restricted stock.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

KELLY DAVID M

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2025

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	12/27/2025		F(1)		7,812	D	$31.41	88,752(2)	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. Shares were withheld by the issuer solely to cover the income tax withholding requirements associated with the vesting of 19,861 shares of restricted stock.

2. Includes 34,609 shares of restricted stock.

Remarks:

	Susan A. Gager, Attorney-in-Fact for David M. Kelly	12/30/2025
	** 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 insider transaction did Kforce Inc (KFRC) report for David M. Kelly?

Kforce Inc reported that Chief Operating Officer David M. Kelly had 7,812 shares of common stock withheld on 12/27/2025 in a transaction coded "F" to cover income tax withholding on vested restricted stock.

What does the Form 4 transaction code "F" mean for KFRC's COO?

The code "F" shows that shares were withheld by the issuer to satisfy income tax withholding requirements, rather than an open-market buy or sell, in connection with the vesting of 19,861 restricted shares.

How many Kforce (KFRC) shares does David M. Kelly own after this transaction?

Following the reported transaction, David M. Kelly beneficially owned 88,752 shares of Kforce common stock directly, which includes 34,609 shares of restricted stock.

Was the KFRC insider transaction an open-market sale?

No. The filing explains that the 7,812 shares were withheld by Kforce solely to cover income tax withholding for the vesting of restricted stock, rather than being sold on the open market.

What role does the reporting person hold at Kforce Inc (KFRC)?

The reporting person, David M. Kelly, is identified as an officer of Kforce Inc, serving as the company’s Chief Operating Officer.

Are any of David M. Kelly’s Kforce (KFRC) holdings indirect?

No. The Form 4 indicates that all 88,752 shares beneficially owned following the transaction are held with an ownership form of Direct (D).