Kelly Services adopts stockholder rights plan amid trust share sale

Kelly Services Inc. (NASDAQ: KELYA, KELYB) announced that its board of directors unanimously adopted a stockholder rights plan following notification of a major share sale by a controlling trust.

The Terence E. Adderley Revocable Trust K notified the board on January 9, 2026, that it entered into an agreement to sell its entire 92.2% holding of voting Class B common stock to a private party. The board approved the rights plan on January 11, 2026, stating it would provide time to evaluate the transaction terms and consider all stockholders' interests.

Under the rights plan, the company will issue dividend rights to each outstanding share of common stock for stockholders of record as of 5:15 p.m. Eastern Time on January 11, 2026. Each right allows the purchase of 0.9833 shares of Class A common stock and 0.0167 shares of Class B common stock, subject to adjustment.

The rights become exercisable if a person or group acquires 75% or more of outstanding Class B common stock. In such cases, each right holder except the acquiring person would receive shares valued at twice the exercise price. The rights expire on January 10, 2027, unless redeemed, exchanged, or terminated through an approved merger or acquisition.

The board may redeem the rights at $0.001 per right and has exchange options under specific circumstances. Existing ownership of 75% or more of Class B shares prior to the plan's adoption will be grandfathered with certain exceptions.

Representatives of the board, trust, and purchaser engaged in discussions following the rights plan approval and expect continued dialogue. The company will file additional details in a Form 8-K with the Securities and Exchange Commission.

Kelly Services reported $4.3 billion in revenue for 2024 and operates as a specialty talent solutions provider connecting over 400,000 people with work annually.

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