Robert Half CEO awarded shares, covers tax with stock

Robert Half Inc. Chief Executive Officer M. Keith Waddell reported stock-based compensation and related tax withholding.

Accepted by SEC EDGAR 03/25/2026 - 04:13 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Robert Half Inc. Chief Executive Officer M. Keith Waddell reported stock-based compensation and related tax withholding. On March 23, 2026, he acquired 2,554 shares of common stock as additional performance shares tied to a 2023 grant that will vest on March 23, 2026, and 177,276 shares granted under the company’s Stock Incentive Plan.

On the same date, 33,120 shares were withheld at a price of $24.82 per share to cover tax obligations, a non-market disposition rather than an open-market sale. Following these transactions, Waddell directly owned 1,571,432 shares of Robert Half common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider WADDELL M KEITH

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,554	$0.00	$0.00
Grant/Award	Common Stock	177,276	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	33,120	$24.82	$822K

Holdings After Transaction: Common Stock — 1,571,432 shares (Direct)

Footnotes (2)

1. F1. Represents additional shares granted as a result of the certification of a performance condition for the performance shares granted on March 20, 2023, which will vest on March 23, 2026.
2. F2. Granted pursuant to the Stock Incentive Plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Robert Half (RHI) CEO M. Keith Waddell report in this Form 4?

The Form 4 shows that CEO M. Keith Waddell received stock-based compensation and had shares withheld for taxes. He reported two grants of common stock and a related tax-withholding transaction, all dated March 23, 2026.

How many Robert Half (RHI) shares did the CEO acquire as awards?

M. Keith Waddell acquired 2,554 additional performance shares linked to a 2023 grant and 177,276 shares granted under the Stock Incentive Plan. These awards reflect equity-based compensation rather than open-market purchases of Robert Half stock.

Why were 33,120 Robert Half (RHI) shares disposed of in this filing?

The 33,120 shares were withheld at $24.82 per share to satisfy tax obligations on the equity awards. This is classified as a tax-withholding disposition, not an open-market sale, and is a routine part of managing tax liability on vested stock compensation.

Are the CEO’s Robert Half (RHI) transactions open-market buys or sells?

No, the transactions are compensation-related grants and tax withholding. The two “A” code entries are stock awards, while the “F” code entry reflects shares withheld to pay taxes, not discretionary buying or selling on the open market.

How many Robert Half (RHI) shares does the CEO hold after these transactions?

After the grants and tax-withholding disposition, M. Keith Waddell directly owned 1,571,432 shares of Robert Half common stock. This post-transaction holding reflects his ongoing equity stake in the company following the reported Form 4 activity.

What is the vesting detail for part of the Robert Half (RHI) CEO’s award?

The 2,554 additional shares were granted after certification of a performance condition for performance shares originally granted on March 20, 2023. According to the disclosure, these related performance shares will vest on March 23, 2026, subject to that performance condition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

WADDELL M KEITH

(Last) (First) (Middle)

2884 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ROBERT HALF INC. [ RHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/23/2026		A		2,554	A(1)	$0	1,427,276(2)	D
Common Stock	03/23/2026		A		177,276	A	$0	1,604,552(2)	D
Common Stock	03/23/2026		F		33,120	D	$24.82	1,571,432	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. Represents additional shares granted as a result of the certification of a performance condition for the performance shares granted on March 20, 2023, which will vest on March 23, 2026.

2. Granted pursuant to the Stock Incentive Plan.

Remarks:

	/s/ M. Keith Waddell	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)