KFRC Form 4: 4,504-share sale and 307 RSU grant for director

Rhea-AI Filing Summary

Kforce Inc. (KFRC) director Randall Mehl reported transactions on a Form 4 showing both a disposition of common stock and a grant of restricted stock units. The filing discloses a sale of 4,504 shares of common stock on 09/12/2025. The filing also reports a grant of 307 Restricted Stock Units (RSUs) on 09/12/2025, each representing the contingent right to one share and vesting one year from grant subject to continued service; dividend equivalents accrue as dividends are paid. The Form 4 was signed by an attorney-in-fact on 09/16/2025. The filing is a routine director compensation and trading disclosure; no exercise prices or cash consideration for the RSUs are reported.

Insights

Financial Analyst

TL;DR: A director sold 4,504 shares and received 307 RSUs, a routine director compensation event with limited immediate impact.

The sale of 4,504 shares on 09/12/2025 reduces the director's direct holdings but the filing does not state proceeds or price, limiting assessment of timing or market impact. The 307 RSU grant vests in one year and aligns the director's interests with shareholders going forward; dividend equivalents accrue. Overall this is a standard Form 4 reporting a grant and a sale rather than a corporate operational development.

Corporate Governance Expert

TL;DR: Director compensation and a reported sale were disclosed; governance practices appear routine and compliant with Section 16 reporting.

The RSU grant was made under the issuer's incentive plan as consideration for board service, with a one-year vesting condition contingent on continued service. The filing indicates the transaction was reported timely and signed by an attorney-in-fact. There are no indications of atypical acceleration clauses or unusual derivative instruments disclosed. This appears to be standard governance-related equity compensation and insider trading disclosure.

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
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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^*

Mehl Randall

(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								4,504	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)		307		(3)	(3)	Common Stock	307	$0	24,291	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 Randall Mehl	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 Kforce director Randall Mehl report on Form 4 for KFRC?

The Form 4 discloses a sale of 4,504 common shares and a grant of 307 Restricted Stock Units (RSUs), both dated 09/12/2025.

When do the 307 RSUs granted to Randall Mehl vest?

The RSUs vest one year from the grant date (i.e., subject to continued service through the vesting date).

Do the RSUs include dividend rights?

Yes. The RSUs accrue dividend equivalent rights as dividends are paid on Kforce common stock.

Was the Form 4 filed timely and who signed it?

The filing shows the Form 4 was signed by Susan A. Gager, Attorney-in-Fact for Randall Mehl on 09/16/2025.

Does the Form 4 disclose the sale price or proceeds for the 4,504 shares?

No. The Form 4 lists the disposition amount but does not state the sale price or total proceeds.