Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2024

_________________________________________________________________

Kforce Inc.

Exact name of registrant as specified in its charter

_______________________________________________________________

Florida

000-26058

59-3264661

State or other jurisdiction of incorporation

Commission File Number

IRS Employer Identification No.

1150 Assembly Drive Suite 500, Tampa, Florida 33607

Address of principal executive offices Zip Code

Registrant’s telephone number, including area code: (813) 552-5000

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 per share	KFRC	NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 3, 2024, Kforce Inc. (the “Firm”), acting pursuant to authorization from its Board of Directors, notified the Nasdaq Stock Market LLC (“NASDAQ”) of its intention to voluntarily withdraw the listing of its common stock, par value $0.01 per share (the “Common Stock”) from NASDAQ and transfer the listing to the New York Stock Exchange (the “NYSE”). The Firm expects that listing and trading of its Common Stock on NASDAQ will end at market close on May 17, 2024, and that trading will begin on the NYSE at market open on May 20, 2024. The Common Stock has been approved for listing on the NYSE, where it will continue to trade under its current symbol, “KFRC”.

Item 7.01 Regulation FD Disclosure.

The Firm issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of the Common Stock to the NYSE.

The information in Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.			Description
99.1			Press Release dated May 6, 2024
101			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		KFORCE INC.
		(Registrant)

Date:	May 6, 2024	By:	/s/ JEFFREY B. HACKMAN
			Jeffrey B. Hackman,
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

  Exhibit 99.1

Kforce Inc. Announces Transfer of Listing of Common Stock to the New York Stock Exchange

TAMPA, FL, May 6, 2024 — Kforce Inc. (Nasdaq: KFRC),(“Kforce”), a solutions firm that specializes in technology and professional staffing services, announced today that it will transfer the listing and trading of its common stock to the New York Stock Exchange (“NYSE”) from the Nasdaq Stock Market LLC (“Nasdaq”).

Kforce’s common stock is expected to begin trading on the NYSE on May 20, 2024, and will continue to be traded under its current ticker symbol “KFRC.” Kforce’s common stock is expected to continue to trade on Nasdaq until the close of the market on May 17, 2024. To commemorate the event, Kforce is expected to ring the opening bell at the NYSE on September 16, 2024.

“We are excited to announce the transfer of our company’s stock listing to the NYSE, which represents another step in our nearly 30-year journey as a public company," said Joseph Liberatore, President and CEO of Kforce. “This strategic move reflects our confidence in the NYSE's market infrastructure and global visibility, which we expect will enable us to strengthen our position, expand our reach, and create long-term value for all of our stockholders."

“An established leader and innovator in staffing and technology solutions belongs at a world class stock exchange,” said John Tuttle, Vice Chair, NYSE Group. “We are thrilled to welcome Kforce to the NYSE, where they join our community of entrepreneurs and disruptors who are setting the pace for innovation worldwide.”

About Kforce Inc.

Kforce is a solutions firm specializing in technology, finance and accounting, and professional staffing services. Our KNOWLEDGEforce® empowers industry-leading companies to achieve their digital transformation goals. We curate teams of technical experts who build solutions custom-tailored to each client’s needs. These scalable, flexible outcomes are shaped by deep market knowledge, thought leadership and our multi-industry expertise. Our integrated approach is rooted in 60 years of proven success deploying highly skilled professionals on a temporary and direct-hire basis. Each year, more than 20,000 talented experts work with a significant majority of the Fortune 500. Together, we deliver Great Results Through Strategic Partnership and Knowledge Sharing®.

Michael R. Blackman, Chief Corporate Development Officer

(813) 552-2927

Cautionary Note Regarding Forward-Looking Statements

All statements in this press release, other than those of a historical nature, are forward-looking statements including, but not limited to, statements regarding the transfer of our national securities exchange listing to the NYSE, including the expected dates that our common stock will begin trading on the NYSE and cease trading on Nasdaq as well as the ringing of the opening bell at the NYSE. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Factors that could cause actual results to differ materially include the following: Kforce’s ability to meet, and maintain compliance with, NYSE listing standards; business conditions; the occurrence of unanticipated expenses, income, gains or losses; our ability to comply with government regulations, laws, orders, guidelines and policies that impact our business and the transfer of our listing to the NYSE; risk of contract performance, delays, termination or the failure to obtain new assignments or contracts, or funding under contracts; impacts of actual or potential litigation or other legal or regulatory matters or liabilities, including the risk factors and matters listed from time to time in the Firm’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Firm’s Form 10-K for the fiscal year ended December 31, 2023, as well as assumptions regarding the foregoing. The terms “should,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof contained in this press release identify certain of such forward-looking statements, which speak only as of the date of this press release. As a result, such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Future events and actual results may differ materially from those indicated in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and the Firm undertakes no obligation to update any forward-looking statements.

Cover Page	May 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 03, 2024
Entity Registrant Name	Kforce Inc
Entity Incorporation, State or Country Code	FL
Entity File Number	000-26058
Entity Tax Identification Number	59-3264661
Entity Address, Address Line One	1150 Assembly Drive Suite 500
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33607
City Area Code	813
Local Phone Number	552-5000
Title of 12(b) Security	Common Stock, $0.01 per share
Trading Symbol	KFRC
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000930420