What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 229 added, 128 removed, 393 unchanged (48% of the section changed)

3 unchanged sentences

(in millions, except per share data)

13 Weeks Ended

2026 March 30,

13 Weeks Ended 26 Weeks Ended

2026 June 29,

2025 June 28,

2026 June 29,

Revenue from services $ 1,038.2 $ 1,101.8 $ 2,078.9 $ 2,266.7

3 unchanged sentences

Asset impairment charge — — 2.2 —

Earnings (loss) from operations ( 5.1 ) 10.8

Gain on sale of EMEA staffing operations — ( 4.0 ) — ( 4.0 )

Earnings from operations 16.1 22.2 11.0 33.0

Other income (expense), net ( 1.7 ) ( 2.3 ) ( 3.3 ) ( 5.5 )

Earnings (loss) before taxes ( 6.7 ) 7.6

Income tax expense (benefit) ( 0.8 ) 1.8

Net earnings (loss) $ ( 5.9 ) $ 5.8

Basic earnings (loss) per share $ ( 0.17 ) $ 0.16

Diluted earnings (loss) per share $ ( 0.17 ) $ 0.16

Earnings before taxes 14.4 19.9 7.7 27.5

Income tax expense 3.0 0.9 2.2 2.7

Net earnings $ 11.4 $ 19.0 $ 5.5 $ 24.8

Basic earnings per share $ 0.31 $ 0.52 $ 0.15 $ 0.68

Diluted earnings per share $ 0.31 $ 0.52 $ 0.15 $ 0.67

Average shares outstanding:

5 unchanged sentences

(in millions)

13 Weeks Ended

2026 March 30,

Net earnings (loss) $ ( 5.9 ) $ 5.8

13 Weeks Ended 26 Weeks Ended

2026 June 29,

2025 June 28,

2026 June 29,

Net earnings $ 11.4 $ 19.0 $ 5.5 $ 24.8

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax expense of $ 0.2 and tax benefit of $ 0.0 , respectively

Foreign currency translation adjustments, net of tax expense of $ 0.0 , $ 0.6 , $ 0.2 and $ 0.6 , respectively

— 5.0 ( 1.2 ) 6.3

Reclassification adjustments included in net earnings — — — —

1 unchanged sentence

Other comprehensive income (loss) — 5.0 ( 1.2 ) 6.3

Comprehensive income (loss) $ ( 7.1 ) $ 7.1

Comprehensive income $ 11.4 $ 24.0 $ 4.3 $ 31.1

See accompanying unaudited Notes to Consolidated Financial Statements.

2 unchanged sentences

(in millions)

March 29, 2026 December 28, 2025

June 28, 2026 December 28, 2025

Current Assets

58 unchanged sentences

Balance at March 29, 2026 $ 35.2 $ 3.3 $ ( 56.1 ) $ ( 0.6 ) $ 31.1 $ 956.5 $ ( 0.9 ) $ 968.5

Net issuance of stock awards — — 0.9 — 4.0 — — 4.9

Net income (loss) — — — — — 11.4 — 11.4

Dividends — — — — — ( 2.8 ) — ( 2.8 )

Other comprehensive income (loss), net of tax — — — — — — — —

Balance at June 28, 2026 $ 35.2 $ 3.3 $ ( 55.2 ) $ ( 0.6 ) $ 35.1 $ 965.1 $ ( 0.9 ) $ 982.0

Earnings Invested in the Business Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity

Common Stock Treasury Stock Paid-in Capital

Class A Class B Class A Class B

Balance at December 29, 2024 $ 35.2 $ 3.3 $ ( 60.8 ) $ ( 0.6 ) $ 34.2 $ 1,230.2 $ ( 6.9 ) $ 1,234.6

4 unchanged sentences

Balance at March 30, 2025 $ 35.2 $ 3.3 $ ( 55.5 ) $ ( 0.6 ) $ 30.5 $ 1,233.2 $ ( 5.6 ) $ 1,240.5

Net issuance of stock awards — — 0.8 — 3.5 — — 4.3

Net income (loss) — — — — — 19.0 — 19.0

Dividends — — — — — ( 2.7 ) — ( 2.7 )

Other comprehensive income (loss), net of tax — — — — — — 5.0 5.0

Balance at June 29, 2025 $ 35.2 $ 3.3 $ ( 54.7 ) $ ( 0.6 ) $ 34.0 $ 1,249.5 $ ( 0.6 ) $ 1,266.1

See accompanying unaudited Notes to Consolidated Financial Statements.

3 unchanged sentences

26 Weeks Ended

2026 March 30,

2026 June 29,

Cash flows from operating activities:

Net earnings (loss) $ ( 5.9 ) $ 5.8

Net earnings $ 5.5 $ 24.8

Adjustments to reconcile net earnings to net cash from operating activities:

5 unchanged sentences

Stock-based compensation 6.8 7.2

Gain on sale of EMEA staffing operations — ( 4.0 )

Other, net 1.0 ( 0.1 )

4 unchanged sentences

Other liabilities ( 6.7 ) ( 7.1 )

Net cash (used in) from operating activities ( 25.4 ) 23.9

Net cash from operating activities 23.8 119.3

Cash flows from investing activities:

Capital expenditures ( 2.6 ) ( 4.5 )

Proceeds from sale of EMEA staffing operations, net of cash disposed — 21.8

Proceeds from sale of PersolKelly investment — 6.4

Proceeds from company-owned life insurance 2.7 1.6

Other investing activities 0.1 ( 0.6 )

Net cash (used in) from investing activities ( 1.2 ) 3.2

Net cash from investing activities 0.2 24.7

Cash flows from financing activities:

4 unchanged sentences

Other financing activities ( 0.4 ) ( 0.2 )

Net cash from (used in) financing activities 24.2 ( 39.5 )

Net cash used in financing activities ( 31.2 ) ( 172.7 )

Effect of exchange rates on cash, cash equivalents and restricted cash ( 2.5 ) 7.6

8 unchanged sentences

26 Weeks Ended

2026 March 30,

2026 June 29,

Reconciliation of cash, cash equivalents and restricted cash:

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There were no changes in accounting policies from those disclosed in the Form 10-K.

The Company’s first fiscal quarter ended on March 29, 2026 and March 30, 2025, each of which contained 13 weeks.

The Company’s second fiscal quarter ended on June 28, 2026 and June 29, 2025, each of which contained 13 weeks (“second quarter”).

The corresponding June year-to-date periods for 2026 and 2025 each contained 26 weeks (“June year-to-date”).

Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year's presentation, as discussed in the Revenue and Segment Disclosures footnotes.

8 unchanged sentences

The following tables present the Company's segment revenues disaggregated by service type:

First Quarter 2026

Second Quarter 2026

Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

First Quarter 2025

Second Quarter 2025

Staffing Services Outcome-based Services Talent Solutions Permanent Placement Total

5 unchanged sentences

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 Segment Revenue $ 1,526.5 $ 470.7 $ 244.7 $ 26.3 $ 2,268.2

Intersegment ( 1.5 )

Total Revenue from Services $ 2,266.7

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenue Disaggregated by Geography

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The table below presents the Company's revenues disaggregated by geography:

First Quarter

Second Quarter June Year-to-Date

2026 2025 2026 2025

United States $ 932.7 $ 986.9 $ 1,871.3 $ 2,043.5

7 unchanged sentences

The rollforward of the Company's allowance for credit losses related to trade accounts receivable, which is recorded in trade accounts receivable, less allowance in the consolidated balance sheets, is as follows:

First Quarter

June Year-to-Date

Allowance for credit losses:

1 unchanged sentence

Current period provision 0.1 2.7

Currency exchange effects — 0.1

Write-offs ( 1.7 ) ( 0.3 )

Ending balance $ 4.8 $ 7.4

Write-offs are presented net of recoveries, which were not material for first quarter-end 2026 or 2025.

No other allowances related to other receivables were material as of first quarter-end 2026 or 2025.

Write-offs are presented net of recoveries, which were not material for second quarter-end 2026 or 2025.

No other allowances related to other receivables were material as of second quarter-end 2026 or 2025.

KELLY SERVICES, INC.

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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 first quarter-end 2026 and year-end 2025 in the consolidated balance sheets by fair value hierarchy level, as described below.

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.

1 unchanged sentence

Level 3 measurements include significant unobservable inputs.

There were no transfers between Level 1, Level 2, and Level 3 assets or liabilities in the first quarter of 2026 or 2025.

As of First Quarter-End 2026

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

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Money Market Funds

Money market funds represent investments in money market funds that hold government securities, all of which are restricted as of first quarter-end 2026 and year-end 2025, and are included in other assets in the consolidated balance sheets.

Money market funds represent investments in money market funds that hold government securities, all of which are restricted as of second quarter-end 2026 and year-end 2025, and are included in other assets in the consolidated balance sheets.

These restricted funds represent cash balances that are required to be maintained to fund disability claims in California.

1 unchanged sentence

Indemnification Liabilities

As of first quarter-end 2026, the Company’s indemnification liabilities totaled $ 2.3 million, consisting of $ 1.4 million related to the January 2024 sale of the EMEA staffing operations, with $ 0.1 million in accounts payable and accrued liabilities and $ 1.3 million in other long-term liabilities, and $ 0.9 million related to the 2020 sale of the Brazil operations included in other long-term liabilities in the consolidated balance sheet.

As of second quarter-end 2026, the Company’s indemnification liabilities totaled $ 2.3 million, consisting of $ 1.4 million related to the January 2024 sale of the EMEA staffing operations, with $ 0.1 million in accounts payable and accrued liabilities and $ 1.3 million in other long-term liabilities, and $ 0.9 million related to the 2020 sale of the Brazil operations included in other long-term liabilities in the consolidated balance sheets.

These balances are unchanged from year-end 2025.

No payments were made under either indemnification agreement during the first quarter of 2026, and the impact of remeasurement adjustments and foreign currency exchange rate fluctuations was not significant.

No payments were made under either indemnification agreement during June year-to-date 2026, and the impact of remeasurement adjustments and foreign currency exchange rate fluctuations was not significant.

These liabilities are classified as Level 3 and remeasured on a recurring basis using discounted probability-weighted cash flows, with changes recognized in earnings.

2 unchanged sentences

Equity Investment Without Readily Determinable Fair Value

As of first quarter-end 2026, the Company holds an equity investment without a readily determinable fair value, measured under the measurement alternative, with a carrying value of $ 3.5 million included in other assets in the consolidated balance sheet.

No impairment indicators were identified and no observable price changes occurred during the first quarter of 2026.

As of second quarter-end 2026, the Company holds an equity investment without a readily determinable fair value, measured under the measurement alternative, with a carrying value of $ 3.5 million included in other assets in the consolidated balance sheets.

No impairment indicators were identified and no observable price changes occurred during the second quarter of 2026.

Integration, Realignment and Restructuring

As a continuation of the efforts announced in 2025, integration and realignment costs for the first quarter of 2026 consisted of $ 3.5 million of IT-related charges, $ 0.3 million of severance and $ 0.9 million of fees and other costs to execute the initiatives.

The integration and realignment costs are recorded in SG&A expenses in the consolidated statements of earnings and are shown in the table below.

First Quarter 2026

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

3 unchanged sentences

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.

For the first quarter of 2025, integration and realignment costs consisted of $ 5.3 million of IT-related charges, $ 4.4 million of severance and $ 1.0 million of fees and other costs to execute the initiatives.

The integration and realignment costs are recorded in SG&A expenses in the consolidated statements of earnings and are shown in the table below.

First Quarter 2025

The costs incurred related to these integration and realignment initiatives totaled $ 6.1 million and $ 16.8 million during the second quarter and June year-to-date 2025, respectively.

For the second quarter of 2025, integration and realignment costs consisted of $ 1.7 million of IT-related charges, $ 2.1 million of severance and $ 2.3 million of fees and other costs to execute the initiatives.

For June year-to-date 2025, integration and realignment costs consisted of $ 7.0 million of IT-related charges, $ 6.5 million of severance and $ 3.3 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.

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Second Quarter 2025

IT-related Charges Severance Fees and Other Total

1 unchanged sentence

Science, Engineering & Technology 0.1 0.9 — 1.0

Education — 0.1 — 0.1

Corporate 1.6 0.1 2.2 3.9

Total $ 1.7 $ 2.1 $ 2.3 $ 6.1

On January 27, 2026, the Company amended and restated its revolving credit facility (the “Facility”) and its Receivables Purchase Agreement related to its securitization facility (the “Securitization Facility”) solely to provide that the closing of the Hunt Equity Opportunities, LLC (“Hunt Equity”) purchase of the Company's Class B common stock would not constitute a change in control under either agreement (see Related Party Transactions footnote).

No other terms were modified.

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

June Year-to-Date 2025

IT-related Charges Severance Fees and Other Total

Enterprise Talent Management $ — $ 3.7 $ 0.1 $ 3.8

Science, Engineering & Technology 0.1 2.0 — 2.1

Education — 0.1 — 0.1

Corporate 6.9 0.7 3.2 10.8

Total $ 7.0 $ 6.5 $ 3.3 $ 16.8

During the second quarter of 2026, as part of ongoing integration and realignment efforts, the Company reassessed and reduced the remaining useful life of certain finite-lived intangible assets, resulting in accelerated amortization expense accounted for prospectively over the revised estimated remaining useful life.

Accelerated amortization was immaterial for the second quarter of 2026.

Accelerated amortization expense of $ 6.8 million is estimated to be recognized during the remainder of 2026, resulting in total amortization expense of $ 36.2 million for 2026.

The revised annual intangible amortization expense is expected to be $ 33.9 million in 2027, $ 32.3 million in 2028, $ 28.8 million in 2029, and $ 25.4 million in 2030.

Revolving Credit Facility

The Company has a $ 150.0 million, five-year revolving credit facility, with a termination date of May 29, 2029.

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.

1 unchanged sentence

trade accounts receivable.

At the end of the first 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.

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 Company’s 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 first quarter of 2026 and at year-end 2025.

The Facility’s financial covenants and restrictions are described below, all of which were met at the end of the first quarter of 2026:

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 Facility’s 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.

2 unchanged sentences

• The Company must adhere to other operating restrictions relating to the conduct of business, such as certain limitations on asset sales and the type and scope of investments.

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Securitization Facility

The Company has a Receivables Purchase Agreement with Kelly Receivables Funding, LLC, a wholly owned bankruptcy remote special purpose subsidiary of the Company (the “Receivables Entity”), related to its $ 250.0 million, three-year , Securitization Facility.

The Receivables Purchase Agreement will terminate May 28, 2027, unless terminated earlier pursuant to its terms.

On June 22, 2026, the Company and Kelly Receivables Funding, LLC, a wholly owned bankruptcy remote special purpose subsidiary of the Company (the “Receivables Entity”), amended the Receivables Purchase Agreement related to its $ 250.0 million, securitization facility (the “Securitization Facility”).

The amendment (i) extended the maturity date to June 22, 2028, and (ii) changed certain of the terms and conditions.

Under the Securitization Facility, the Company will sell certain trade receivables and related rights (“Receivables”), on a revolving basis, to the Receivables Entity.

1 unchanged sentence

The Securitization Facility, which contains a cross-default clause that could result in termination if defaults occur under the Company's other loan agreements, also allows for the issuance of standby letters of credit (“SBLC”) and contains certain restrictions based on the performance of the Receivables.

At the end of the first quarter of 2026, the Securitization Facility had $ 130.5 million of long-term borrowings, SBLCs of $ 42.6 million related to workers’ compensation and a remaining borrowing capacity of $ 76.9 million.

The rate for these borrowings includes the adjusted daily SOFR plus a 0.10 % margin and a 1.10 % utilization rate on the amount of the Company's borrowings.

At the end of the second quarter of 2026, the Securitization Facility had $ 78.1 million of long-term borrowings, SBLCs of $ 42.6 million related to workers’ compensation and a remaining borrowing capacity of $ 129.3 million.

The rate for these borrowings includes the adjusted daily SOFR and a 1.10 % utilization rate on the amount of the Company's borrowings.

The rate for the SBLCs of 1.10 % represents a utilization rate on the outstanding balance.

In addition, the Company pays a commitment fee of 40.0 basis points on the unused capacity.

In addition, the Company pays a commitment fee on the unused capacity of 35.0 basis points when usage is greater than 50 % of the purchase limit or 40.0 basis points when usage is equal to or less than 50 % of the purchase limit.

At year-end 2025, the Securitization Facility had $ 101.9 million of long-term borrowings, SBLCs of $ 42.6 million related to workers’ compensation and a remaining borrowing capacity of $ 105.5 million.

The rate for these borrowings also included an additional 0.10 % SOFR margin.

The Company paid a commitment fee of 40.0 basis points on the unused capacity in 2025.

The Receivables Entity’s sole business consists of the purchase or acceptance through capital contributions of trade accounts receivable and related rights from the Company.

3 unchanged sentences

The assets and liabilities of the Receivables Entity are included in the consolidated financial statements of the Company.

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Local Credit Facilities

The Company had total unsecured, uncommitted short-term local credit facilities of $ 3.1 million at the end of the first quarter of 2026.

The Company had no borrowings under these lines at the end of the first quarter of 2026 and at year-end 2025.

The Company had total unsecured, uncommitted short-term local credit facilities of $ 3.1 million at the end of the second quarter of 2026.

The Company had no borrowings under these lines at the end of the second quarter of 2026 and at year-end 2025.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component, net of tax, for the first quarter of 2026 and 2025 are included in the table below.

First Quarter

The changes in accumulated other comprehensive income (loss) by component, net of tax, for the second quarter and June year-to-date of 2026 and 2025 are included in the table below.

Second Quarter June Year-to-Date

2026 2025 2026 2025

Foreign currency translation adjustments:

5 unchanged sentences

Total accumulated other comprehensive income (loss) $ ( 0.9 ) $ ( 0.6 ) $ ( 0.9 ) $ ( 0.6 )

Earnings (Loss) Per Share

The reconciliation of basic and diluted earnings (loss) per share on common stock for the first quarter of 2026 and 2025 is as follows:

First Quarter

Net earnings (loss) $ ( 5.9 ) $ 5.8

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Earnings Per Share

The reconciliation of basic and diluted earnings per share on common stock for the second quarter and June year-to-date 2026 and 2025 is as follows:

Second Quarter June Year-to-Date

2026 2025 2026 2025

Net earnings $ 11.4 $ 19.0 $ 5.5 $ 24.8

earnings allocated to participating securities ( 0.6 ) ( 0.6 ) ( 0.3 ) ( 0.8 )

Net earnings (loss) available to common shareholders $ ( 5.9 ) $ 5.6

Net earnings available to common shareholders $ 10.8 $ 18.4 $ 5.2 $ 24.0

Average common shares outstanding (millions):

2 unchanged sentences

Diluted 35.2 35.7 35.1 35.6

Basic earnings (loss) per share $ ( 0.17 ) $ 0.16

Diluted earnings (loss) per share $ ( 0.17 ) $ 0.16

Due to the Company’s net loss in the first quarter of 2026, potentially dilutive share awards outstanding, primarily related to non-employee directors deferred compensation plan and performance shares (see Stock-Based Compensation footnote for a description of performance shares), of 0.5 million had an anti-dilutive effect on diluted earnings per share and were excluded from the computation.

Potentially dilutive shares outstanding for the first quarter of 2025 were primarily related to deferred common stock associated with the non-employee directors deferred compensation plan and performance shares.

Dividends paid per share for Class A and Class B common stock were $ 0.075 for the first quarter of 2026 and 2025.

Basic earnings per share $ 0.31 $ 0.52 $ 0.15 $ 0.68

Diluted earnings per share $ 0.31 $ 0.52 $ 0.15 $ 0.67

Dilutive share awards are related to deferred common stock related to the non-employee directors deferred compensation plan and performance shares for the second quarter and June year-to-date 2026 and 2025 (see Stock-Based Compensation footnote for a description of performance shares).

Dividends paid per share for Class A and Class B common stock were $ 0.075 for the second quarter of 2026 and 2025 and $ 0.15 for June year-to-date 2026 and 2025.

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 the first quarter of 2026 and 2025, the Company did not repurchase any Class A shares under the repurchase program.

A total of $ 30.0 million remained available under the share repurchase program as of first quarter-end 2026.

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the second quarter and June year-to-date 2026 and 2025, the Company did not repurchase any Class A shares under the repurchase program.

A total of $ 30.0 million remained available under the share repurchase program as of second quarter-end 2026.

Stock-Based Compensation

For the first quarter of 2026, the Company recognized stock compensation expense of $ 3.4 million and a related tax benefit of $ 0.1 million.

For the first quarter of 2025, the Company recognized stock compensation expense of $ 3.7 million and a related tax benefit of $ 0.3 million.

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 first quarter-end 2026 and changes during this period is presented as follows below (in thousands of shares except per share data).

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

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Forfeited ( 221 ) 14.63

Nonvested at first quarter-end 2026 1,959 $ 12.60

Nonvested at second quarter-end 2026 1,879 $ 12.37

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Performance Shares

During the first quarter of 2026, the Company granted performance share awards associated with the Company’s Class A common stock to certain senior officers.

During June year-to-date 2026, the Company granted performance share awards associated with the Company’s 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.

4 unchanged sentences

No dividends are paid on these performance shares.

A summary of the status of all nonvested performance shares at target as of first quarter-end 2026 and changes during this period is presented as follows below (in thousands of shares except per share data).

A summary of the status of all nonvested performance shares at target 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).

The vesting adjustment in the table below represents a portion of the 2023 performance shares that did not vest because actual achievement was below the threshold level or was not achieved, and resulted in no payout.

6 unchanged sentences

Vesting adjustment ( 33 ) 15.18

Nonvested at first quarter-end 2026 861 $ 11.10

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Nonvested at second quarter-end 2026 787 $ 11.00

Other Income (Expense), Net

Included in other income (expense), net are the following:

First Quarter

Second Quarter June Year-to-Date

2026 2025 2026 2025

Interest income $ 0.5 $ 0.9 $ 0.9 $ 1.7

Interest expense ( 2.1 ) ( 3.5 ) ( 4.1 ) ( 7.5 )

Other ( 0.1 ) 0.3 ( 0.1 ) 0.3

Other income (expense), net $ ( 1.7 ) $ ( 2.3 ) $ ( 3.3 ) $ ( 5.5 )

Income tax benefit was $ 0.8 million for the first quarter of 2026 and income tax expense was $ 1.8 million for the first quarter of 2025.

The variance was driven by changes in pretax income and the benefit of work opportunity tax credits in the first quarter of 2025.

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.

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 future deductible items.

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 Company intends to maintain a valuation allowance until sufficient positive evidence exists to support realization of the deferred tax assets.

The work opportunity credit program is a temporary provision in the U.S.

6 unchanged sentences

Such accruals are recorded in accounts payable and accrued liabilities and in accrued workers’ compensation and other claims in the consolidated balance sheet.

At first quarter-end 2026 and year-end 2025, the gross accrual for litigation costs amounted to $ 2.3 million and $ 2.8 million, respectively.

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 first quarter-end 2026 and year-end 2025, there were no related insurance receivables.

The Company estimates the aggregate range of reasonably possible losses, in excess of amounts accrued, is zero to $ 1.9 million as of first quarter-end 2026.

This range includes matters where a liability has been accrued but it is reasonably possible that the ultimate loss may exceed the amount accrued and for matters where a loss is believed to be reasonably possible, but a liability

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

has not been accrued.

At second quarter-end 2026 and year-end 2025, there were no related insurance receivables.

The Company estimates the aggregate range of reasonably possible losses, in excess of amounts accrued, is zero to $ 1.1 million as of second quarter-end 2026.

The aggregate range only represents matters in which the Company is currently able to estimate a range of loss and does not represent the maximum loss exposure.

5 unchanged sentences

The Company’s 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.

(1) ETM, (2) SET and (3) Education, reflect the specialty services the Company provides to customers and represent how the business is

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

organized internally.

Intersegment revenue represents revenue earned between the reportable segments and is eliminated from total segment revenue from services.

1 unchanged sentence

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 first quarter of 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.

First Quarter 2026

Second Quarter 2026

ETM SET Education Inter-Segment Total

8 unchanged sentences

SG&A expenses 88.7 58.3 25.3 — 172.3

Business unit profit $ 10.8 $ 18.2 $ 10.7 $ — $ 39.7

Corporate SG&A ( 11.8 )

Depreciation and amortization (4)

Consolidated earnings from operations 16.1

Other income (expense), net ( 1.7 )

Earnings before taxes $ 14.4

June Year-to-Date 2026

ETM SET Education Inter-Segment Total

Revenue from services $ 944.7 $ 590.8 $ 547.6 $ ( 4.2 ) $ 2,078.9

Cost of services (1)

759.6 442.5 472.6 ( 4.2 ) 1,670.5

Gross profit 185.1 148.3 75.0 — 408.4

Direct salaries (2)

119.5 81.5 31.5

Other segment expenses (3)

56.1 34.4 20.5

SG&A expenses 175.6 115.9 52.0 — 343.5

Asset impairment charge — 2.2 — 2.2

Business unit profit (loss) $ ( 1.3 ) $ 12.0 $ 12.3 $ — $ 23.0

Business unit profit $ 9.5 $ 30.2 $ 23.0 $ — $ 62.7

Corporate SG&A ( 28.2 )

Depreciation and amortization (4)

Consolidated earnings (loss) from operations ( 5.1 )

Consolidated earnings from operations 11.0

Other income (expense), net ( 3.3 )

Earnings (loss) before taxes $ ( 6.7 )

Earnings before taxes $ 7.7

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

First Quarter 2025

Second Quarter 2025

ETM SET Education Inter-Segment Total

8 unchanged sentences

SG&A expenses 92.8 63.2 25.5 — 181.5

Business unit profit (loss) $ 6.3 $ 13.9 $ 19.3 $ — $ 39.5

Business unit profit $ 10.6 $ 19.8 $ 13.6 $ — $ 44.0

Corporate SG&A ( 13.3 )

Gain on sale of EMEA staffing operations 4.0

Depreciation and amortization (4)

Consolidated earnings (loss) from operations 10.8

Consolidated earnings from operations 22.2

Other income (expense), net ( 2.3 )

Earnings (loss) before taxes $ 7.6

(1) Cost of services are those costs directly associated with the earning of revenue.

Earnings before taxes $ 19.9

June Year-to-Date 2025

ETM SET Education Inter-Segment Total

Revenue from services $ 1,045.5 $ 648.4 $ 574.3 $ ( 1.5 ) $ 2,266.7

Cost of services (1)

834.8 482.4 489.0 ( 1.5 ) 1,804.7

Gross profit 210.7 166.0 85.3 — 462.0

Direct salaries (2)

129.4 97.5 31.5

Other segment expenses (3)

64.4 34.8 20.9

SG&A expenses 193.8 132.3 52.4 — 378.5

Business unit profit $ 16.9 $ 33.7 $ 32.9 $ — $ 83.5

Corporate SG&A ( 29.2 )

Gain on sale of EMEA staffing operations 4.0

Depreciation and amortization (4)

Consolidated earnings from operations 33.0

Other income (expense), net ( 5.5 )

Earnings before taxes $ 27.5

(1) Cost of services represent those costs directly associated with the earning of revenue.

The primary examples of these types of costs are temporary employee wages, along with other employee-related costs, including associated payroll taxes, temporary employee benefits, such as service bonus, holiday pay, health insurance and workers’ compensation costs.

3 unchanged sentences

(3) Other segment expenses includes shared services costs for IT, human resources, legal and finance support, other professional services and overhead expenses, facilities and equipment-related costs and operational software licenses.

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(4) Represents total company depreciation and amortization of intangibles, including the amortization of hosted software.

2 unchanged sentences

The depreciation and amortization amounts by segment are as follows:

First Quarter

Second Quarter June Year-to-Date

2026 2025 2026 2025

Depreciation and amortization:

2 unchanged sentences

Education 2.2 2.1 4.3 4.2

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

New Accounting Pronouncements

4 unchanged sentences

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 may have an impact on the calculation of the allowance for uncollectible accounts receivable.

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 Company’s consolidated financial statements.

16 unchanged sentences

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which modifies several disclosure and presentation requirements in the FASB Accounting Standard Codification to align them with SEC regulations.

The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption permitted by June 30, 2027.

The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

early adoption permitted by June 30, 2027.

For any amendments in which the SEC has not yet removed the applicable requirement from its regulations by June 30, 2027, the pending content of the related amendment in the FASB codification will not be effective.

The Company does not expect this update to have a material impact to the Company’s consolidated financial statements.

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on the Company's consolidated financial statements and related disclosures.

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact to the Company's consolidated financial statements and related disclosures.

Related Party Transactions

On January 9, 2026, the Terence E.

Adderley Revocable Trust K (“Trust K”) entered into a definitive agreement to sell its entire holding of Class B common stock, which constituted 92.2 % of the Company’s outstanding Class B common stock (and voting power), to Hunt Equity for a purchase price of $ 106.0 million, with an additional contingent payment 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.

On January 30, 2026, the transaction closed and Hunt Equity acquired beneficial ownership of 3,039,940 shares of Class B common stock of the Company from Trust K and became the controlling stockholder of the Company with approximately

KELLY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

92.2 % of the Company’s outstanding voting stock.

This transaction was disclosed in the Subsequent Event footnote in the Company’s Annual Report on Form 10-K filed on February 12, 2026.

In connection with the closing, the board of directors was reconstituted to include four Hunt Equity designees, the Company’s CEO, and three continuing directors, with Chris Hunt serving as Chairman of the Board.

On January 30, 2026, in connection with the closing, the Company entered into a letter agreement and a registration rights agreement with Hunt Equity.

Other than the foregoing, there were no material transactions between the Company and Hunt Equity during the first quarter of 2026.

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.

Subsequent Event

On May 5, 2026, the Company’s board of directors declared a dividend of $ 0.075 per share.

The dividend is payable on June 2, 2026, to stockholders of record as of the close of business on May 18, 2026.

On August 4, 2026, the Company’s 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 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements