KFRC Insider Filing: 70 RSUs Granted to Director; Holdings Now 5,553 Shares

Rhea-AI Filing Summary

Kforce Inc. director Catherine H. Cloudman reported transactions dated 09/12/2025. The filing discloses a disposition of 6,850 shares of Kforce common stock and a grant of 70 Restricted Stock Units (RSUs) under the company’s stock incentive plan. Each RSU represents the contingent right to receive one share and the RSUs vest one year from the grant date subject to continued service, with dividend equivalent rights accruing as dividends are paid. Following the reported transactions, the filing shows the reporting person beneficially owned 5,553 shares of Kforce common stock. The RSU grant was made in consideration of Ms. Cloudman’s service as a director.

Insights

Financial Analyst

TL;DR: Director disposed of 6,850 shares and received 70 RSUs that vest in one year; holdings now 5,553 shares.

The Form 4 documents a routine director compensation grant and a contemporaneous disposition. The 70 RSUs are a non-cash equity award that vests after one year subject to continued service, creating potential future share dilution of 70 shares when settled. The reported disposal of 6,850 shares reduced direct holdings to 5,553 shares. There is no pricing information attached to the share disposition in the filing, and the RSUs carry dividend equivalent rights. Overall, this appears to be a standard director compensation and personal share sale rather than a material corporate event.

Corporate Governance Expert

TL;DR: Director received time‑based RSUs as compensation and reported a stock disposition; vesting contingent on continued service.

The disclosure indicates the RSUs were granted under the approved stock incentive plan in consideration of director service and vest one year from grant, which aligns incentives with long‑term shareholder interests. The filing also notes a transaction code indicating a dividend‑related exemption for the RSUs. The separation of the equity grant from the reported share disposition is consistent with routine governance practices. No other governance actions or unusual terms are disclosed in this Form 4.

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^*

Cloudman Catherine

(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								6,850	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)		70		(3)	(3)	Common Stock	70	$0	5,553	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 Catherine H. Cloudman	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 Catherine H. Cloudman report on the Form 4 for KFRC?

She reported a disposition of 6,850 shares of Kforce common stock and a grant of 70 Restricted Stock Units (RSUs), both dated 09/12/2025.

How many shares does Catherine Cloudman beneficially own after the reported transactions?

5,553 shares of Kforce common stock are shown as beneficially owned following the reported transactions.

What are the terms of the RSU grant reported on the Form 4?

70 RSUs were granted 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.

When were the reported transactions executed?

09/12/2025 is the transaction date listed for both the disposition and the RSU grant.

Was the RSU transaction reported under any special code or exemption?

The RSU entry includes a reference to a transaction code indicating a dividend-exempt disclosure under Rule 16a as stated in the form's explanation.