Financial Analysis

10. Debt Revolving Credit Facility The Company has a $150.0 million, five-year revolving credit facility (the Facility), with a termination date of May 29, 2029. The Facility is available to be used to fund working capital, acquisitions and general corporate needs. The Facility is secured by certain assets of the Company, excluding U.S. trade accounts receivable. At year-end 2025, there were no long-term borrowings under the Facility and a remaining borrowing capacity of $150.0 million. The rates for the Facility, which vary based on the Company's leverage ratio as defined in the agreement, include either (i) the Prime rate plus the applicable margin for the floating line or (ii) a term Secured Overnight Financing Rate (SOFR) for 1-, 3-, or 6-months dependent on the interest election plus a 0.10% margin and the applicable margin for the term benchmark line. At year-end 2024, there were $40.0 million of long-term borrowings on the term benchmark line under the Facility and a remaining borrowing capacity of $110.0 million. To maintain availability of the funds, the Company pays a facility fee on the full amount of the Facility, regardless of usage. The facility fee varies based on the Companys leverage ratio as defined in the agreement. The Facility, which contains a cross-default clause that could result in termination if defaults occur under the Company's other loan agreements, had a facility fee of 15.0 basis points at year-end 2025 and 20.0 basis points at year-end 2024. Th …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents the Company's segment revenues disaggregated by service type: December Year-to-Date 2025 Staffing Services Outcome- based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 1,038.1 $ 466.1 $ 492.4 $ 8.9 $ 2,005.5 Science, Engineering & Technology 778.7 427.1 34.6 1,240.4 Education 1,004.4 6.3 1,010.7 Total Segment Revenue $ 2,821.2 $ 893.2 $ 492.4 $ 49.8 $ 4,256.6 Intersegment (5.7) Total Revenue from Services $ 4,250.9 December Year-to-Date 2024 Staffing Services Outcome- based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 1,175.5 $ 530.0 $ 480.8 $ 9.8 $ 2,196.1 Science, Engineering & Technology 725.0 411.2 29.5 1,165.7 Education 966.0 6.3 972.3 Total Segment Revenue $ 2,866.5 $ 941.2 $ 480.8 $ 45.6 $ 4,334.1 Intersegment (2.3) Total Revenue from Services $ 4,331.8 December Year-to-Date 2023 Staffing Services Outcome- based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 1,223.2 $ 534.6 $ 442.2 $ 14.4 $ 2,214.4 Science, Engineering & Technology 580.2 372.6 17.8 970.6 Education 834.9 7.0 841.9 International 790.0 1.4 20.7 812.1 Total Segment Revenue $ 3,428.3 $ 907.2 $ 443.6 $ 59.9 $ 4,839.0 Intersegment (3.3) Total Revenue from Services $ 4,835.7 The below table presents the Company's revenues disaggregated by geography: December Year-to-Date 2025 2024 2023 Americas United States $ 3,807.9 $ 3,876.9 $ 3,555.8 Other 332.4 357.3 372.5 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

14. Stock-Based Compensation On May 8, 2025 (the Effective Date), the Companys stockholders approved the Kelly Services, Inc. 2025 Equity Incentive Plan (the EIP). Upon approval of the EIP, the Companys Equity Incentive Plan, as amended and restated February 15, 2017, (the Prior Plan) terminated in its entirety and no further awards may be granted under the Prior Plan. All outstanding awards under the Prior Plan as of the Effective Date, shall remain outstanding and shall be administered and settled in accordance with their terms and the provisions of the Prior Plan. Under the EIP, the Company may grant key employees restricted stock and performance awards associated with the Companys Class A stock. The EIP provides that the maximum number of shares available for grants is 4.0 million, plus 0.8 million shares that were available to be granted under the Prior Plan immediately prior to the Effective Date. Shares available for future grants at year-end 2025 are 4.6 million. The Company issues shares out of treasury stock to satisfy stock-based awards, if available; otherwise new shares of common stock are issued from authorized shares. The Company presently has no intent to repurchase additional shares for the purpose of satisfying stock-based awards. The Company recognized stock-based compensation cost of $12.3 million in 2025, $11.8 million in 2024 and $9.7 million in 2023, as well as related tax benefits of $2.0 million in 2025, $2.6 million in 2024 and $1.7 million in 2023. …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

5. Fair Value Measurements Trade accounts receivable, short-term borrowings, accounts payable, accrued liabilities and accrued payroll and related taxes approximate their fair values due to the short-term maturities of these assets and liabilities. Long-term debt is related to revolving credit agreements and their carrying values approximate fair value as the interest rates are variable and reflect current market rates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities measured at fair value on a recurring basis as of year-end 2025 and 2024 in the consolidated balance sheet by fair value hierarchy level, as described below. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. There were no transfers between Level 1, Level 2 and Level 3 assets or liabilities in 2025 or 2024. As of Year-End 2025 Description Total Level 1 Level 2 Level 3 Assets Money market funds $ 4.7 $ 4.7 $ $ Total assets at fair value $ 4.7 $ 4.7 $ $ Liabilities EMEA staffing indemnification $ (1.4) $ $ $ (1.4) Brazil indemnification (0.9) (0.9) Total liabilities at fair value $ (2.3) $ $ $ (2.3) As of Year-End 2024 Descriptio …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

9. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill by operating segment were as follows: Science, Engineering & Technology Education ETM Total Balance as of year-end 2023 $ 111.3 $ 39.8 $ $ 151.1 Additions 222.9 3.0 225.9 Impairment adjustments (72.8) (72.8) Balance as of year-end 2024 (1) 261.4 42.8 304.2 Adjustments (0.1) (0.1) Reallocation (22.3) 22.3 Impairment adjustments (102.0) (102.0) Balance as of year-end 2025 (1) $ 137.1 $ 42.7 $ 22.3 $ 202.1 (1) Gross amounts of $376.9 million and $377.0 million are net of impairment losses of $174.8 million and $72.8 million as of year-end of 2025 and 2024, respectively. Our SET reportable segment contains goodwill from the 2024 acquisition of MRP which has a remaining balance of $137.1 million as of the year ended 2025. During the first quarter 2025 the company reallocated $22.3 million of goodwill related to the Sevenstep business from SET to the ETM reportable segment using a relative fair value approach. The Education reportable segment is comprised of goodwill related to the 2020 acquisition of Greenwood/Asher & Associates, $3.5 million; the 2022 acquisition of Pediatric Therapeutic Services (PTS), $36.3 million, and the 2024 acquisition of CTC of $3.0 million. During the third quarter of 2025, the Company assessed the ongoing integration of the MRP and Softworld reporting units, noting that the discrete financial data regularly reviewed by management had changed. As such, the C …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

17. Income Taxes Earnings (loss) before taxes and equity in net earnings of affiliate for the years 2025, 2024 and 2023 were taxed under the following jurisdictions: 2025 2024 2023 Domestic $ (97.6) $ (33.2) $ 29.9 Foreign 18.8 11.3 (5.0) Total $ (78.8) $ (21.9) $ 24.9 The provision for income taxes was as follows: Current tax expense: 2025 2024 2023 U.S. federal $ (0.6) $ (0.7) $ 1.0 U.S. state and local 0.8 (0.8) 2.5 Foreign 6.6 8.0 9.9 Total current 6.8 6.5 13.4 Deferred tax (benefit) expense: U.S. federal 151.5 (24.9) (36.8) U.S. state and local 14.9 (2.6) (3.6) Foreign 2.1 (0.3) 15.5 Total deferred 168.5 (27.8) (24.9) Total provision $ 175.3 $ (21.3) $ (11.5) Deferred income taxes reflect the temporary differences between the asset and liability basis for financial reporting purposes and the amounts used for income tax purposes, at the relevant tax rate. The deferred tax assets and liabilities are comprised of the following: 2025 2024 Fixed assets and right-of-use assets $ (12.2) $ (15.2) Intangible assets and goodwill 15.4 0.1 Employee compensation and benefit plans 82.6 77.0 Operating lease liabilities 16.0 17.7 Net operating loss carryforwards 10.3 10.9 Capital loss carryforward 18.2 19.6 Credit carryforwards 240.0 230.6 Other, net 23.1 23.6 Valuation allowance (230.2) (34.2) Net deferred tax assets $ 163.2 $ 330.1 The Company has U.S. work opportunity credit and other general business credit carryforwards of $207.3 million which will expire from 2034 to 2045, foreign …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

18. Contingencies The Company is continuously engaged in litigation, threatened litigation, claims, audits or investigations arising in the ordinary course of its business, such as matters alleging employment discrimination, wage and hour violations, claims for indemnification or liability, violations of privacy rights, anti-competition regulations, commercial and contractual disputes and tax-related matters which could result in a material adverse outcome. The Company records accruals for loss contingencies when the Company believes it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Such accruals are recorded in accounts payable and accrued liabilities and in accrued workers compensation and other claims in the consolidated balance sheet. At year-end 2025 and 2024, the gross accrual for litigation costs amounted to $2.8 million and $1.5 million, respectively. The Company maintains insurance coverage which may cover certain losses. When losses exceed the applicable policy deductible and realization of recovery of the loss from existing insurance policies is deemed probable, the Company records receivables from the insurance company for the excess amount, which are included in prepaid expenses and other current assets and other assets in the consolidated balance sheet. At year-end 2025 and 2024, there were no related insurance receivables. The Company estimates the aggregate range of reasonably possible losses, in excess of am …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

The Company has operating leases for headquarters and field offices and various equipment. The Company's leases generally have remaining lease terms of one year to 10 years. The Company determines if an arrangement is a lease at inception. The components of lease expense are recorded in SG&A expenses and were as follows: December Year-to-Date Description 2025 2024 2023 Operating: Operating lease cost $ 15.2 $ 14.6 $ 21.0 Short-term lease cost 0.5 0.6 2.0 Variable lease cost 3.5 3.5 6.1 Financing: Amortization of ROU assets 0.3 0.6 Total lease cost $ 19.2 $ 19.0 $ 29.7 Supplemental consolidated balance sheet information related to leases is as follows: Description Balance Sheet Location As of Year-End 2025 As of Year-End 2024 ROU Assets: Operating Operating lease right-of-use assets $ 42.9 $ 47.0 (1) Total lease assets $ 42.9 $ 47.0 ROU Liabilities: Operating - current Operating lease liabilities, current $ 12.3 $ 12.3 Operating - noncurrent Operating lease liabilities, noncurrent 44.9 50.9 Total lease liabilities $ 57.2 $ 63.2 (1) 2024 ROU operating assets reflect an impairment charge of $12.1 million, related to the Company's leased headquarters facility reflecting adjustments as to how the Company is utilizing the building as a part of the Company's transformation efforts. The impairment charges related to the ROU assets are recorded in asset impairment charge in the consolidated statements of earnings (see the Integration, Realignment and Restructuring footnote). Weigh …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments to enhance income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance for fiscal year 2025 and the adoption did not have a material impact to the Company's consolidated financial statements. Not Yet Adopted In December 2025, the FASB issued ASU 2025-11, Interim Reporting, which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendment specifies when an entity is subject to ASC 270, and addresses the form and content of financial statements and interim disclosures requirements. The ASU clarifies that an entity must disclose events since the end of the last annual reporting period that have a material impact. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company does not expect this update to have a material impact to the Company's consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU simplifies and modernizes guidance for internal-use …

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11. Retirement Benefits U.S. Defined Contribution Plans The Company provides a qualified defined contribution plan covering substantially all U.S.-based full-time employees, except officers and certain other employees. The plan offers a savings feature with Company matching contributions. Assets of this plan are held by an independent trustee for the sole benefit of participating employees. A nonqualified plan is provided for officers and certain other employees. This plan includes provisions for salary deferrals and Company matching contributions. In addition to the plans above, the Company also provides a qualified plan and a nonqualified plan to certain U.S.-based temporary employees. The liability for the nonqualified plans was $289.3 million and $260.5 million as of year-end 2025 and 2024, respectively, and is included in current accrued payroll and related taxes and noncurrent accrued retirement benefits in the consolidated balance sheet. The cost of participants earnings or loss on this liability, which were included in SG&A expenses in the consolidated statements of earnings, was earnings of $36.4 million, $29.8 million, and $32.9 million for fiscal year-end 2025, 2024 and 2023, respectively. In connection with the administration of these plans, the Company has purchased company-owned variable universal life insurance policies insuring the lives of certain current and former officers and key employees. The cash surrender value of these policies, which is based pri …

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21. Related Party Transactions The Terence E. Adderley Revocable Trust K (Trust K), which became irrevocable upon the death of Terence E. Adderley (the former Chairman of the Company's board of directors) on October 9, 2018, controls approximately 92.2% of the outstanding shares of Kelly Class B common stock as of December 28, 2025. There were no material transactions between the Company and Trust K or its trustees in 2025, 2024 or 2023. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

6. Integration, Realignment and Restructuring 2025 Actions In the first quarter of 2025, the Company put in place various initiatives aimed at integrating MRP and other prior acquisitions, combining operating segments and further aligning processes and technology across the Company. The costs incurred related to these integration and realignment initiatives totaled $28.7 million for the year-ended 2025. The integration and realignment costs consisted of $10.1 million of severance, $11.5 million of IT-related charges and $7.1 million of fees and other costs to execute the initiatives. The severance costs incurred as a part of these efforts are primarily accounted for in accordance with ASC 712 Compensation - Nonretirement Postemployment Benefits. The integration and realignment costs are recorded in SG&A expenses in the consolidated statements of earnings. December Year-to-Date 2025 Severance IT-related Charges Fees and Other Total Enterprise Talent Management $ 6.9 $ $ 0.7 $ 7.6 Science, Engineering & Technology 2.0 0.9 0.2 3.1 Education 0.2 0.1 0.3 Corporate 1.0 10.6 6.1 17.7 Total $ 10.1 $ 11.5 $ 7.1 $ 28.7 2024 Actions Restructuring and transformation charges for the year-ended 2024 were $6.1 million as a continuation of the actions that were announced in the second quarter of 2023 as part of the comprehensive transformation initiative. The transformation activities consisted of $3.0 million of severance charges and $3.1 million of costs to execute the transformati …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

2. Revenue Revenue Disaggregated by Service Type Kelly has three operating segments: Enterprise Talent Management (ETM), Science, Engineering & Technology (SET) and Education. The ETM segment combines two former reportable segments, Professional & Industrial (P&I) and Outsourcing & Consulting Group (OCG), along with the transfer of certain customers from the SET segment to better align delivery models and improve go-to-market strategies (see Segment Disclosures footnote). In the first quarter of 2025, the Company also integrated the Sevenstep businessacquired as part of the Motion Recruitment Partners, LLC (MRP) acquisition and which had previously been included in the SET segmentinto the ETM segment as part of the broader MRP integration strategy. Prior to 2024, the Company also had an International operating segment (see Segment Disclosures footnote). The Company's segments deliver talent through staffing services, permanent placement or outcome-based services. The Company's ETM segment also delivers talent solutions including managed service provider (MSP), payroll process outsourcing (PPO) and recruitment process outsourcing (RPO). The 2023 and 2024 ETM and SET segment information has been recast to conform to the new structure. The following table presents the Company's segment revenues disaggregated by service type: December Year-to-Date 2025 Staffing Services Outcome- based Services Talent Solutions Permanent Placement Total Enterprise Talent Management …

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19. Segment Disclosures The Companys operating segments, which also represent its reportable segments, are based on the organizational structure for which financial results are regularly evaluated by the Companys chief operating decision-maker (CODM, the Companys CEO) to determine resource allocation and assess performance. In the first quarter of 2025, the Company modified its reportable segments. The Companys three reportable segments: (1) ETM, (2) SET and (3) Education, reflect the specialty services the Company provides to customers and represent how the business is organized internally. Intersegment revenue represents revenue earned between the reportable segments and is eliminated from total segment revenue from services. The Company combined its former P&I and OCG segments into the ETM segment in the first quarter of 2025, responding to a shift in customer demand toward integrated workforce solutions and enabling a more streamlined and efficient go-to-market approach. The Company also realigned certain customers from the SET segment to the ETM segment to support this integrated strategy. Also in the first quarter of 2025, the Company moved MRP's Sevenstep business from the SET segment to the ETM segment as part of the broader integration of MRP. The 2024 and 2023 ETM and SET segment information has been recast to conform to the new structure. Prior to 2024, the Company also had an International operating segment. Beginning in the first quarter of 2024, the Company' …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

12. Stockholders Equity Common Stock The authorized capital stock of the Company is 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. Class A shares have no voting rights and are not convertible. Class B shares have voting rights and are convertible by the holder into Class A shares on a share-for-share basis at any time. Both classes of stock have identical rights in the event of liquidation. The voting rights of Class B shares are perpetual and Class B shares are not subject to transfer restrictions or mandatory conversion obligations under the Company's certificate of incorporation or bylaws. Class A shares and Class B shares are both entitled to receive dividends, subject to the limitation that no cash dividend on the Class B shares may be declared unless the board of directors declares an equal or larger cash dividend on the Class A shares. As a result, a cash dividend may be declared on the Class A shares without declaring a cash dividend on the Class B shares. Share Repurchase Programs In November 2024, the Company's board of directors authorized a $50.0 million Class A share repurchase program that expires on December 2, 2026. During 2025 and 2024, the Company repurchased 1,158,628 Class A shares for $10.0 million and 742,163 Class A shares for $10.0 million, respectively. At year-end 2025, $30.0 million of share repurchases remained authorized under the program as compared to $40.0 million at year-end 2024. A total of 1,900,791 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

22. Subsequent Event On January 9, 2026, Trust K notified the Board that it has entered into a definitive share purchase agreement (Purchase Agreement) to sell its entire holding, which constitutes 92.2% of the voting Class B common stock, to Hunt Equity Opportunities, LLC (Hunt Equity) for a purchase price of $106.0 million. This Purchase Agreement also includes an additional cash payment, by Hunt Equity, of $15.2 million if the Company achieves a market capitalization of at least $1.2 billion within the 48-month period following the closing. The Company's Class B common stock is the only class of stock entitled to voting rights. As of December 28, 2025, Trust K represented voting control of the Company. Upon completion of the transaction, Hunt Equity will acquire voting control of the Company. On January 11, 2026, the Board of Directors (Board) of the Company approved the adoption of a shareholders rights plan (Rights Plan). The Rights Plan was adopted to provide the Board sufficient time to evaluate the terms of the proposed transaction and the plans or proposals of the purchaser, and to consider the best interests of all stockholders. On January29,2026, the Board approved Amendment No.1 to the Rights Plan, effective January 30, 2026. The Amendment, among other things, exempts the Hunt Equity purchase of shares from Trust K as a triggering event under the Rights Plan and provides that the Rights Plan expires immediately prior to the close of the transaction. On January30,2 …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

8. Debt Revolving Credit Facility The Company has a $150.0 million, five-year revolving credit facility (the Facility), with a termination date of May 29, 2029. The Facility is available to be used to fund working capital, acquisitions and general corporate needs. The Facility is secured by certain assets of the Company, excluding U.S. trade accounts receivable. At the end of the third quarter of 2025, there were no long-term borrowings under the Facility and a remaining borrowing capacity of $150.0 million. The rates for the Facility, which vary based on the Company's leverage ratio as defined in the agreement, include either (i) the Prime rate plus the applicable margin for the floating line or (ii) a term SOFR for 1-, 3-, or 6-months dependent on the interest election plus a 0.10% margin and the applicable margin for the term benchmark line. At year-end 2024, there were $40.0 million of long-term borrowings on the term benchmark line under the Facility and a remaining borrowing capacity of $110.0 million. To maintain availability of the funds, the Company pays a facility fee on the full amount of the Facility, regardless of usage. The facility fee varies based on the Companys leverage ratio as defined in the agreement. The Facility, which contains a cross-default clause that could result in termination if defaults occur under the Company's other loan agreements, had a facility fee of 15.0 basis points at the end of the third quarter of 2025 and 20.0 basis points at year-en …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables present the Company's segment revenues disaggregated by service type (in millions): Third Quarter 2025 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 250.1 $ 108.5 $ 127.2 $ 2.1 $ 487.9 Science, Engineering & Technology 191.8 104.3 8.8 304.9 Education 142.5 0.8 143.3 Total Segment Revenue $ 584.4 $ 212.8 $ 127.2 $ 11.7 $ 936.1 Intersegment (1.1) Total Revenue from Services $ 935.0 Third Quarter 2024 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 299.0 $ 130.9 $ 129.1 $ 2.6 $ 561.6 Science, Engineering & Technology 211.1 113.7 10.2 335.0 Education 141.4 0.7 142.1 Total Segment Revenue $ 651.5 $ 244.6 $ 129.1 $ 13.5 $ 1,038.7 Intersegment (0.6) Total Revenue from Services $ 1,038.1 September Year-to-Date 2025 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 800.4 $ 362.5 $ 371.9 $ 7.3 $ 1,542.1 Science, Engineering & Technology 597.4 321.0 26.2 944.6 Education 713.1 4.5 717.6 Total Segment Revenue $ 2,110.9 $ 683.5 $ 371.9 $ 38.0 $ 3,204.3 Intersegment (2.6) Total Revenue from Services $ 3,201.7 September Year-to-Date 2024 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 877.1 $ 390.5 $ 351.7 $ 7.6 $ 1,626.9 Science, Engineering & Technology 515.8 296.3 20.2 832.3 Education 678. …

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11. Stock-Based Compensation For the third quarter of 2025, the Company recognized stock compensation expense of $2.6 million and a related tax benefit of $0.4 million. For the third quarter of 2024, the Company recognized stock compensation expense of $3.3 million and a related tax benefit of $0.7 million. For September year-to-date 2025, the Company recognized stock compensation expense of $9.8 million and a related tax benefit of $1.3 million. For September year-to-date 2024, the Company recognized stock compensation expense of $8.5 million and a related tax benefit of $2.0 million. Performance Shares 2025 Grant During the first quarter of 2025, the Company granted performance share awards associated with the Companys Class A common stock to certain senior officers. The payment of performance share awards is contingent upon the achievement of specific revenue growth and EBITDA margin performance goals over a stated period of time. The maximum number of performance shares that may be earned is 200% of the target shares originally granted. These awards have three one-year performance periods: 2025, 2026 and 2027, with the payout for each performance period based on separate financial measure goals that are set in February of each of the three performance periods. Earned shares during each performance period will cliff vest in February 2028 after approval of the financial results by the Compensation Committee, if not forfeited by the recipient. No dividends are paid on these …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

5. Fair Value Measurements Trade accounts receivable, short-term borrowings, accounts payable, accrued liabilities and accrued payroll and related taxes approximate their fair values due to the short-term maturities of these assets and liabilities. Long-term debt is related to revolving credit agreements and their carrying values approximate fair value as the interest rates are variable and reflect current market rates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities measured at fair value on a recurring basis as of third quarter-end 2025 and year-end 2024 in the consolidated balance sheet by fair value hierarchy level, as described below. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. As of Third Quarter-End 2025 Description Total Level 1 Level 2 Level 3 (in millions) Money market funds $ 4.7 $ 4.7 $ $ Total assets at fair value $ 4.7 $ 4.7 $ $ Interest rate swaps $ (0.1) $ $ (0.1) $ EMEA staffing indemnification (1.2) (1.2) Brazil indemnification (1.0) (1.0) Total liabilities at fair value $ (2.3) $ $ (0.1) $ (2.2) As of Year-End 2024 Description Total Level 1 Level 2 Level 3 (in mill …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

7. Goodwill The changes in the carrying amount of goodwill through third quarter-end 2025 are included in the table below (in millions): SET Education ETM Total Balance as of year-end 2023 $ 111.3 $ 39.8 $ $ 151.1 Additions 222.9 3.0 225.9 Impairment adjustments (72.8) (72.8) Balance as of year-end 2024 (1) 261.4 42.8 304.2 Adjustments (0.1) (0.1) Reallocation (22.3) 22.3 Impairment adjustments (102.0) (102.0) Balance as of third quarter-end 2025 (1) $ 137.1 $ 42.7 $ 22.3 $ 202.1 (1) Balances are net of accumulated impairment losses of $174.8 million and $72.8 million as of third quarter-end of 2025 and year-end 2024, respectively. During the first quarter of 2025, the Company changed its reportable segments, which included moving MRP's Sevenstep business from the SET reportable segment to the ETM reportable segment as part of the broader integration of MRP (see Segment Disclosures footnote). Concurrent with this change in reportable segments, the Company reallocated $22.3 million of goodwill related to the Sevenstep business formerly in the SET reportable segment to the ETM reportable segment using a relative fair value approach. The Company tested goodwill for impairment before and after the change in reportable segments and determined no adjustments to goodwill were required as a result of the change. The goodwill of $3.0 million resulting from the acquisition of CTC during the fourth quarter of 2024 was allocated to the Education reportable segment. In the first quarter o …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

14. Income Taxes Income tax expense was $46.4 million and income tax benefit was $2.6 million for the third quarter of 2025 and 2024, respectively. Income tax expense was $49.1 million and $2.5 million for September year-to-date 2025 and 2024, respectively. The quarterly and year-to-date variances were driven by the valuation allowance and goodwill impairment charges. The Company's interim tax provision is calculated using the estimated annual effective tax rate applied to year-to-date income, adjusted for recurring items, such as the amount of pretax income and its mix by jurisdiction, U.S. work opportunity credits and the change in cash surrender value of tax-exempt investments in life insurance policies. It is also adjusted for discrete items that may occur in any given period but are not consistent from period to period, such as tax law changes, changes in judgment regarding the realizability of deferred tax assets and the tax effects of stock compensation. The Company provides valuation allowances against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In the third quarter of 2025, the Company recorded a net charge of $69.7 million to establish a valuation allowance against a portion of its work opportunity credit carryforwards. This allowance was established principally due to cumulative losses in recent years, which were driven by goodwill impairment charges. Cumulative losses are a significan …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

15. Contingencies The Company is continuously engaged in litigation, threatened litigation, claims, audits or investigations arising in the ordinary course of its business, such as matters alleging employment discrimination, wage and hour violations, claims for indemnification or liability, violations of privacy rights, anti-competition regulations, commercial and contractual disputes, and tax-related matters, which could result in a material adverse outcome. The Company records accruals for loss contingencies when the Company believes it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Such accruals are recorded in accounts payable and accrued liabilities and in accrued workers compensation and other claims in the consolidated balance sheet. At third quarter-end 2025 and year-end 2024, the gross accrual for litigation costs amounted to $2.5 million and $1.5 million, respectively. The Company maintains insurance coverage which may cover certain losses. When losses exceed the applicable policy deductible and realization of recovery of the loss from existing insurance policies is deemed probable, the Company records receivables from the insurance company for the excess amount, which are included in prepaid expenses and other current assets and other assets in the consolidated balance sheet. At third quarter-end 2025 and year-end 2024, there were no related insurance receivables. The Company estimates the aggregate range of reaso …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements Not Yet Adopted In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU simplifies and modernizes guidance for internal-use software by clarifying capitalization thresholds, improving comparability and reducing judgment diversity across all software development methodologies. This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU allows for a practical expedient to be used when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606. The new guidance will be effective for annual periods beginning after December 15, 2025, with early adoption permitted. This ASU applies to trade accounts receivable and may have an impact on the calculation of the allowance for uncollectible accounts receivable. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Comprehensive income (Topic 220): Disaggregat …

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6. Integration, Realignment and Restructuring 2025 Actions In the first quarter of 2025, the Company launched various initiatives aimed at integrating MRP and other prior acquisitions, combining operating segments, and further aligning processes and technology across the Company. The costs incurred related to these integration and realignment initiatives totaled $3.5 million and $20.3 million during the third quarter and September year-to-date 2025, respectively. For the third quarter 2025, integration and realignment costs consisted of $2.1 million of IT-related charges and $1.4 million of fees and other costs to execute the initiatives. For September year-to-date 2025, integration and realignment costs consisted of $9.1 million of IT-related charges, $6.5 million of severance and $4.7 million of fees and other costs to execute the initiatives. The severance costs incurred as a part of these efforts are primarily accounted for in accordance with ASC 712 Compensation - Nonretirement Postemployment Benefits . The integration and realignment costs are recorded in selling, general and administrative (SG&A) expenses in the consolidated statements of earnings. The integration and realignment costs included in SG&A are detailed below for the third quarter and September year-to-date 2025 (in millions): Third Quarter 2025 IT-related Charges Severance Fees and Other Total Enterprise Talent Management $ $ (0.1) $ 0.1 $ Science, Engineering & Technology 0.4 0.1 0.5 Education …

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2. Revenue Revenue Disaggregated by Service Type In 2025, Kelly has three operating segments: Enterprise Talent Management (ETM), Science, Engineering & Technology (SET), and Education. The ETM segment combines two former reportable segments, Professional & Industrial (P&I) and Outsourcing & Consulting Group (OCG), along with the transfer of certain customers from the SET segment to better align delivery models and improve go-to-market strategies (see Segment Disclosures footnote). In the first quarter of 2025, the Company also integrated the Sevenstep businessacquired as part of the Motion Recruitment Partners, LLC (MRP) acquisition and which had previously been included in the SET segmentinto the ETM segment as part of the broader MRP integration strategy. The Company's segments deliver talent through staffing services, permanent placement or outcome-based services. The Company's ETM segment also delivers talent solutions including managed service provider (MSP), payroll process outsourcing (PPO), and recruitment process outsourcing (RPO). The 2024 ETM and SET segment information has been recast to conform to the new structure. The following tables present the Company's segment revenues disaggregated by service type (in millions): Third Quarter 2025 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 250.1 $ 108.5 $ 127.2 $ 2.1 $ 487.9 Science, Engineering & Technology 191.8 104.3 8.8 304.9 E …

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16. Segment Disclosures The Companys operating segments, which also represent its reportable segments, are based on the organizational structure for which financial results are regularly evaluated by the Companys chief operating decision-maker (CODM, the Companys CEO) to determine resource allocation and assess performance. In the first quarter of 2025, the Company modified its reportable segments. The Companys three reportable segments: (1) Enterprise Talent Management, (2) Science, Engineering & Technology, and (3) Education, reflect the specialty services the Company provides to customers and represent how the business is organized internally. Intersegment revenue represents revenue earned between the reportable segments and is eliminated from total segment revenue from services. The Company combined its former P&I and OCG segments into the ETM segment in the first quarter of 2025, responding to a shift in customer demand toward integrated workforce solutions and enabling a more streamlined and efficient go-to-market approach. The Company also realigned certain customers from the SET segment to the ETM segment to support this integrated strategy. Also in the first quarter of 2025, the Company moved MRP's Sevenstep business from the SET segment to the ETM segment as part of the broader integration of MRP. The 2024 ETM and SET segment information has been recast to conform to the new structure. The Company adopted Accounting Standards Update (ASU) 2023-07, Segment Re …

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