KFRC Form 4: COO Granted 679 Restricted Shares from Dividend

Rhea-AI Filing Summary

David M. Kelly, Chief Operating Officer of Kforce Inc. (KFRC), reported receipt of 679 additional shares of common stock on 09/12/2025 under a dividend issuance described as exempt from Rule 16a reporting. The filing states 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, and that the additional shares are restricted and will vest per existing restricted stock agreements. Following the transaction, Mr. Kelly beneficially owns 95,862 shares, including 53,768 restricted shares. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Positive

• Transparent disclosure of the dividend-related share issuance and post-transaction beneficial ownership
• Quantified post-transaction holdings: 95,862 shares, including 53,768 restricted shares
• Dividend details provided: $0.39 per share declared on 07/25/2025, payable 09/26/2025, record date 09/12/2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received a small, non-cash dividend in restricted shares, modestly increasing ownership to 95,862 shares.

The reported transaction is a dividend-in-kind resulting in 679 restricted shares issued at no cash cost to the insider, tied to a $0.39 per-share cash dividend declaration. This is a routine equity-compensation and dividend mechanics disclosure rather than an arms-length purchase or sale. The increase in beneficial ownership is clear but appears modest given the absolute share count; the restricted nature of a material portion of holdings suggests continued alignment with company incentives.

Corporate Governance Expert

TL;DR: Disclosure documents a standard dividend-related issuance to an officer with restricted-share vesting terms.

The Form 4 appropriately discloses a dividend-exempt issuance under Rule 16a and quantifies post-transaction ownership, including 53,768 restricted shares. The use of an attorney-in-fact signature is noted and acceptable when properly authorized. No trading or sale activity is reported; the filing documents compensation-related equity treatment and meets Form 4 reporting requirements.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KELLY DAVID M

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Common Stock	679	$0.00	--

Holdings After Transaction: Common Stock — 95,862 shares (Direct)

Footnotes (1)

1. The transaction is disclosing a dividend that is exempt from reporting under Rule 16a. 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). Includes 53,768 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)
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)		679(2)	A	$0	95,862(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 53,768 shares of restricted stock.

Remarks:

	Susan A. Gager, Attorney-in-Fact for David M. Kelly	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 did KFRC insider David M. Kelly report on Form 4?

The Form 4 reports receipt of 679 additional common shares on 09/12/2025 related to a dividend-exempt issuance; post-transaction beneficial ownership is 95,862 shares.

Why were additional shares issued to the reporting person?

The issuer declared a cash dividend of $0.39 per share on 07/25/2025, with additional restricted shares issued in connection with that dividend and vesting per existing restricted stock agreements.

Are the newly received shares restricted or free-trading?

The filing states the additional shares are restricted and will vest in accordance with the reporting person's outstanding restricted stock agreement(s).

How many restricted shares does David M. Kelly hold?

The filing indicates 53,768 shares of restricted stock are included in his total beneficial ownership.

Who signed the Form 4 for David M. Kelly and when?

The Form 4 was signed by Susan A. Gager, Attorney-in-Fact for David M. Kelly on 09/16/2025.