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 …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

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

7. 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 second quarter of 2026 and at year-end 2025, there were no long-term borrowings under the Facility and a remaining borrowing capacity of $150.0 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 20.0 basis points at the end of the second quarter of 2026 and 15.0 basis points at year-end 2025. The Facilitys financial covenants and restrictions are described below, all of which were met at the end of the second quarter of 2026: The Company must maintain a certain minimum interest coverage ratio of earnings before interest, taxes, depreciation, amortization (EBITDA) and certain cash and non-cash charges that are non-recurring in nature to interest expense as of the end of any fiscal quarter. The Company must maintain a certain maximum ratio of total indebtedness to …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables present the Company's segment revenues disaggregated by service type: Second Quarter 2026 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 239.3 $ 109.6 $ 134.9 $ 1.7 $ 485.5 Science, Engineering & Technology 172.9 118.7 10.0 301.6 Education 251.5 2.0 253.5 Total Segment Revenue $ 663.7 $ 228.3 $ 134.9 $ 13.7 $ 1,040.6 Intersegment (2.4) Total Revenue from Services $ 1,038.2 Second Quarter 2025 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 265.8 $ 120.8 $ 126.9 $ 2.9 $ 516.4 Science, Engineering & Technology 204.5 107.3 9.3 321.1 Education 262.7 2.6 265.3 Total Segment Revenue $ 733.0 $ 228.1 $ 126.9 $ 14.8 $ 1,102.8 Intersegment (1.0) Total Revenue from Services $ 1,101.8 June Year-to-Date 2026 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 468.6 $ 216.4 $ 256.2 $ 3.5 $ 944.7 Science, Engineering & Technology 341.5 230.9 18.4 590.8 Education 544.9 2.7 547.6 Total Segment Revenue $ 1,355.0 $ 447.3 $ 256.2 $ 24.6 $ 2,083.1 Intersegment (4.2) Total Revenue from Services $ 2,078.9 June Year-to-Date 2025 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 541.6 $ 254.0 $ 244.7 $ 5.2 $ 1,045.5 Science, Engineering & Technology 414.3 216.7 17.4 648.4 Education 570.6 3.7 574.3 Total Se …

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10. Stock-Based Compensation For the second quarter of 2026, the Company recognized stock compensation expense of $3.4 million and a related tax benefit of $0.4 million. For the second quarter of 2025, the Company recognized stock compensation expense of $3.5 million and a related tax benefit of $0.6 million. For June year-to-date 2026, the Company recognized stock compensation expense of $6.8 million and a related tax benefit of $0.5 million. For June year-to-date 2025, the Company recognized stock compensation expense of $7.2 million and a related tax benefit of $0.9 million. Restricted Stock A summary of the status of nonvested restricted stock as of second quarter-end 2026 and the year-to-date changes is presented as follows below (in thousands of shares except per share data). Restricted Stock Shares Weighted Average Grant Date Fair Value Nonvested at year-end 2025 1,329 $ 15.72 Granted 1,146 10.39 Vested (375) 16.83 Forfeited (221) 14.63 Nonvested at second quarter-end 2026 1,879 $ 12.37 Performance Shares 2026 Grant During June year-to-date 2026, 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 a specific EBITDA margin performance goal with a relative revenue growth modifier 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 aw …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

4. 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 second quarter-end 2026 and year-end 2025 in the consolidated balance sheets 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 the second quarter of 2026 or 2025. As of Second Quarter-End 2026 Description Total Level 1 Level 2 Level 3 Money market funds $ 3.3 $ 3.3 $ $ Total assets at fair value $ 3.3 $ 3.3 $ $ EMEA staffing indemnification $ (1.4) $ $ $ (1.4) Brazil indemnification (0.9) (0.9) Total liabilities at fair value $ (2.3) $ $ $ ( …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

12. Income Taxes Income tax expense was $3.0 million for the second quarter of 2026 and income tax expense was $0.9 million for the second quarter of 2025. Income tax expense was $2.2 million for June year-to-date 2026 and income tax expense was $2.7 million for June year-to-date 2025. The variance was driven by changes in pretax income and partially offset by the benefit of work opportunity tax credits in the first half of 2025. As of year-end 2025, the Company has recorded valuation allowances against its U.S. general business credit carryforwards, foreign tax credit carryforwards, certain loss carryforwards, and certain future deductible items. The Company will continue to evaluate the need for valuation allowances against deferred tax assets on a quarterly basis and may adjust the allowance as circumstances change. The work opportunity credit program is a temporary provision in the U.S. tax law and has expired for employees hired after 2025. While the work opportunity credit has routinely been extended, it is uncertain whether it will again be extended. In the event the program is not renewed, the Company will continue to receive credits for qualified employees hired prior to 2026.

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13. 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 second quarter-end 2026 and year-end 2025, the gross accrual for litigation costs amounted to $1.6 million and $2.8 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 second quarter-end 2026 and year-end 2025, there were no related insurance receivables. The Company estimates the aggregate range of rea …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Recently Adopted In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit 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 was effective for annual periods beginning after December 15, 2025, with early adoption permitted. This ASU applies to trade accounts receivable and could impact the calculation of the allowance for uncollectible accounts receivable. The Company adopted this guidance in the first quarter of 2026 and the adoption did not have a material impact to the Companys consolidated financial statements. Recently Issued Accounting Pronouncements 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 disclosure 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 …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

16. Related Party Transactions Hunt Equity Opportunities, LLC (Hunt Equity) controls approximately 92.2% of the outstanding shares of Kelly Class B common stock as of May 19, 2026. There were no material transactions between the Company and Hunt Equity during the second quarter of 2026. …

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5. Integration, Realignment and Restructuring 2026 Actions As a continuation of the efforts announced in 2025, the Company incurred integration and realignment costs of $2.9 million and $7.6 million for the second quarter and June year-to-date 2026, respectively. For the second quarter of 2026, integration and realignment costs consisted of $1.6 million of IT-related charges, $0.2 million of severance and $1.1 million of fees and other costs to execute the initiatives. For June year-to-date 2026, integration and realignment costs consisted of $5.1 million of IT-related charges, $0.5 million of severance and $2.0 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 and are shown in the tables below. Second Quarter 2026 IT-related Charges Severance Fees and Other Total Science, Engineering & Technology $ $ 0.1 $ 0.1 $ 0.2 Corporate 1.6 0.1 1.0 2.7 Total $ 1.6 $ 0.2 $ 1.1 $ 2.9 June Year-to-Date 2026 IT-related Charges Severance Fees and Other Total Science, Engineering & Technology $ $ 0.3 $ 0.2 $ 0.5 Education 0.1 0.1 Corporate 5.1 0.1 1.8 7.0 Total $ 5.1 $ 0.5 $ 2.0 $ 7.6 Additionally, in the first quarter of 2026, the Company recognized an impairment charge of $2.2 million for certain …

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2. Revenue Revenue Disaggregated by Service Type Kelly has three operating segments: Enterprise Talent Management (ETM), Science, Engineering & Technology (SET), and Education. In the first quarter of 2026, the Company aligned government customers from the ETM segment to the SET segment to better position the services within the Companys segment structure (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 2025 ETM and SET segment information has been recast to conform to the new alignment. The following tables present the Company's segment revenues disaggregated by service type: Second Quarter 2026 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 239.3 $ 109.6 $ 134.9 $ 1.7 $ 485.5 Science, Engineering & Technology 172.9 118.7 10.0 301.6 Education 251.5 2.0 253.5 Total Segment Revenue $ 663.7 $ 228.3 $ 134.9 $ 13.7 $ 1,040.6 Intersegment (2.4) Total Revenue from Services $ 1,038.2 Second Quarter 2025 Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total Enterprise Talent Management $ 265.8 $ 120.8 $ 126.9 $ 2.9 $ 516.4 Science, Engineering & Technology 204.5 107.3 9.3 321.1 Education 262.7 2.6 265 …

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14. 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. 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. In the first quarter of 2026, the Company aligned government customers from the ETM segment to the SET segment to better position the services within the Companys segment structure. The 2025 ETM and SET segment information has been recast to conform to the new alignment. The following tables present information about the reported revenue from services of the Company by reportable segment, along with a reconciliation to earnings before taxes, for the second quarter and June year-to-date 2026 and 2025. Asset information by reportable segment is not presented since the Company does not produce such information internally nor does it use such information to manage its business. Second Quarter 2026 ETM SET Education Inter-Segment Total Revenue from services $ 485.5 $ 301.6 $ 253.5 $ (2.4) $ 1,038.2 Cost of services (1) 386.0 225.1 …

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17. Subsequent Event On August 4, 2026, the Companys board of directors declared a dividend of $0.075 per share. The dividend is payable on September 2, 2026 to stockholders of record as of the close of business on August 19, 2026 …

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